<PAGE>

             COMBINED OFFERING CIRCULAR, CONSENT SOLICITATION AND
                 DISCLOSURE STATEMENT SOLICITING ACCEPTANCES OF
                     A PREPACKAGED PLAN OF REORGANIZATION

                               [GRAPHIC OMITTED]
                                    ALAMOSA
                        PERSONAL COMMUNICATIONS SERVICE

                            ALAMOSA HOLDINGS, INC.
                           ALAMOSA (DELAWARE), INC.
                               OFFER TO EXCHANGE
                     11.0% SENIOR NOTES DUE 2010 AND UNITS
     (EACH TO CONSIST OF ONE SHARE OF PREFERRED STOCK AND 73.61 CONTINGENT
                            VALUE RIGHTS ("UNITS"))
                                 FOR ALL OF OUR
      12.5% SENIOR NOTES DUE 2011 (CUSIP NO. 011588AB6) AND 13.625% SENIOR
                                 NOTES DUE 2011
                             (CUSIP NO. 011588AD2)
                12.0% SENIOR DISCOUNT NOTES DUE 2009 AND UNITS
                                 FOR ALL OF OUR
         12.875% SENIOR DISCOUNT NOTES DUE 2010 (CUSIP NO. 011593AA8)
AND SOLICITATION OF CONSENTS TO AMENDMENTS TO THE EXISTING NOTES AND FOR
ACCEPTANCES OF A PREPACKAGED PLAN OF REORGANIZATION FROM ALL NOTEHOLDERS UNDER
                    THE PREPACKAGED PLAN OF REORGANIZATION

--------------------------------------------------------------------------------
THE EXCHANGE OFFERS AND SOLICITATION OF ACCEPTANCES OF THE PREPACKAGED PLAN OF
REORGANIZATION WILL EXPIRE AT 5:00 P.M.,NEW YORK CITY TIME, ON OCTOBER 10,
2003, UNLESS EXTENDED BY US (THE "EXPIRATION DATE"). TENDERED EXISTING NOTES
(AS DEFINED BELOW) MAY ONLY BE WITHDRAWN PRIOR TO THE CONSENT DATE (AS DEFINED
                                    BELOW).
-------------------------------------------------------------------------------

     Alamosa Holdings, Inc., a Delaware corporation ("Parent"), and its
indirect, wholly owned subsidiary Alamosa (Delaware), Inc., a Delaware
corporation ("Alamosa Delaware," and together with Parent and their
subsidiaries, "Alamosa" or the "Company"), are offering (the "Exchange
Offers"): (i) to exchange $650 principal amount of 11% Senior Notes due 2010
(the "New Senior Notes") issued by Alamosa Delaware and one (1) unit (a "Unit,"
each such Unit to consist of (x) one (1) share of Series B Convertible
Preferred Stock of Parent ("Preferred Stock") with an initial liquidation
preference of $250 that is convertible, subject to anti-dilution adjustments,
into 73.61 shares of Parent common stock at an initial conversion price of
$3.40, and (y) 73.61 Contingent Value Rights ("CVRs," as more fully described
herein)) for each $1,000 principal amount of outstanding 12.5% Senior Notes due
2011 and 13.625% Senior Notes due 2011 issued by Alamosa Delaware and
guaranteed by Parent (collectively the "Senior Notes") (holders of Senior Notes
who tender their securities for exchange will also receive cash, at the time of
distribution of the Exchange Consideration (as defined below), in an amount
equal to any accrued and unpaid interest due on the Senior Notes), and (ii) to
exchange $650 original issue amount of 12.0% Senior Discount Notes due 2009
issued by Alamosa Delaware (the "New Senior Discount Notes" and, together with
the New Senior Notes, the "New Notes") and one (1) Unit for each $1,000
accreted amount as of the closing of outstanding 12.875% Senior Discount Notes
due 2010 issued by Alamosa Delaware and guaranteed by Parent (the "Senior
Discount Notes" and, together with the Senior Notes, the "Existing Notes"). In
connection with the Exchange Offers, we are also soliciting consents (the
"Consent Solicitation") to amendments (the "Proposed Amendments") to the
Existing Notes which, subject to consummation of the Exchange Offers, would
eliminate substantially all covenant protection under the indentures governing
the Existing Notes (the "Existing Indentures"). Acceptance by a holder of an
Existing Note (a "Noteholder") of the Exchange Offers also constitutes a
consent (a "Consent") to the Proposed Amendments and, except where the context
otherwise requires, references in this Disclosure Statement (as defined below)
to acceptance of the Exchange Offers will also include consents to the Proposed
Amendments. Promptly following receipt of sufficient Consents to effectuate the
Proposed Amendments for each Existing Indenture, the Company and the trustee
for such Existing Indenture will execute a supplemental indenture
(collectively, the "Supplemental Indentures") embodying the Proposed
Amendments, subject to the condition subsequent that the Exchange Offers be
consummated. Following oral or written notification to the Exchange Agent (as
defined below) that the Supplemental Indentures have been executed (the time of
such notification being referred to as the "Consent Date"), Noteholders may no
longer withdraw tenders of Existing Notes or Consents to the Proposed
Amendments.

     AN AD HOC COMMITTEE OF NOTEHOLDERS (THE "NOTEHOLDERS COMMITTEE")
REPRESENTING APPROXIMATELY 45% IN THE AGGREGATE PRINCIPAL AMOUNT OF EXISTING
NOTES, ALONG WITH THEIR FINANCIAL ADVISORS AND LEGAL COUNSEL, HAS BEEN
NEGOTIATING WITH THE COMPANY FOR SEVERAL MONTHS. THE NOTEHOLDERS COMMITTEE HAS
AGREED TO THE TERMS OF THE RESTRUCTURING TRANSACTIONS (AS DEFINED BELOW), AND
HOLDERS OF EXISTING NOTES HOLDING APPROXIMATELY 45% PRINCIPAL AMOUNT OF THE
EXISTING NOTES HAVE EXECUTED AGREEMENTS WHEREBY THEY HAVE AGREED TO TENDER,
SUBJECT TO THE TERMS AND CONDITIONS SET FORTH THEREIN, THEIR EXISTING NOTES IN
THE EXCHANGE OFFERS AND VOTE IN FAVOR OF THE PREPACKAGED PLAN (AS DEFINED
BELOW). SEE "DESCRIPTION OF THE EXCHANGE OFFERS AND PLAN SUPPORT AGREEMENT" FOR
FURTHER INFORMATION.
<PAGE>

     As indicated above, each Unit will consist of one share of Preferred Stock
and 73.61 CVRs. The Preferred Stock will have an initial liquidation preference
of $250, which will accrue daily and compound quarterly at a rate of 6.00% per
year for the first five years from the date of issuance. Thereafter, dividends
will accrue daily and be paid in cash quarterly at a rate of 4.50% per year.
Subject to specified anti-dilution adjustments, the Preferred Stock will be
convertible into approximately 51.4 million shares of Parent common stock based
on an initial conversion price of $3.40 per share which common stock shares
will represent approximately 35% of the common stock of Parent on an
as-converted, fully diluted basis. Subject to the restrictions in the amended
Senior Secured Credit Facility (as defined below) on our ability to make cash
payments pursuant to the CVRs, each CVR potentially entitles the holders
thereof to receive additional payments in the form of cash, debt or Parent
common stock (or a combination thereof), the amount of which will depend on the
extent to which the Current Market Value (as defined herein) of Parent's common
stock is less than the Target Price (as defined herein) during the period
ending six months after the effective date of the Restructuring Transactions.
If the closing price of Parent's common stock exceeds the Target Price during
20 of any 30 consecutive trading days during the period ending six months after
the effective date of the Restructuring Transactions, the CVRs will have no
value. The New Notes, Preferred Stock and the CVRs, as well as the underlying
securities issued upon conversion of the Preferred Stock or pursuant to the
CVRs, will be exempt from registration and freely tradeable.

     Subject to the terms and conditions of the Exchange Offers and, if
necessary, the Prepackaged Plan, we will issue the New Notes and the Units
(collectively, the "Exchange Consideration") in exchange for all outstanding
Existing Notes that are properly tendered and not withdrawn pursuant to the
terms of the Exchange Offers. The Exchange Offers are conditioned upon (i) the
exchange of at least 97% of the outstanding aggregate principal amount of each
series of the Existing Notes subject to the Exchange Offers (the "Minimum
Tender Condition"), (ii) the receipt by Alamosa Delaware of the Requisite
Consents (as defined herein) eliminating substantially all of the covenants in
the Existing Indentures (the "Consent Condition") and execution of Supplemental
Indentures implementing such amendments, (iii) the execution of the amendment
of our Senior Secured Credit Facility (as described herein), and (iv) the
execution of definitive amendments to certain affiliation agreements (the
"Sprint Agreements") with Sprint PCS ("Sprint") (the "Sprint Amendments"). The
exchange of the Existing Notes for the Exchange Consideration, satisfaction of
the Consent Condition, amendment of the credit facility issued pursuant to the
Amended and Restated Credit Agreement, dated as of March 30, 2001, among the
Company, the lenders and the other parties thereto (the "Senior Secured Credit
Facility"), and the Sprint Amendments are collectively referred to herein as
the "Restructuring Transactions." Subject to applicable securities laws and the
terms set forth in this Combined Offering Circular, Consent Solicitation and
Disclosure Statement Soliciting Acceptances of a Prepackaged Plan of
Reorganization (the "Disclosure Statement"), we reserve the right to waive any
and all conditions to the Exchange Offers, to extend or terminate the Exchange
Offers in our sole and absolute discretion, which may be for any or no reason,
and otherwise to amend the Exchange Offers in any respect.

     If the Minimum Tender and Consent Conditions are not satisfied or waived
by the Expiration Date, but the Restructuring Transactions are supported by a
significant percentage of our Noteholders, we may seek to consummate the
Restructuring Transactions by means of a "prepackaged" plan of reorganization
under Chapter 11 of the United States Bankruptcy Code (the "Bankruptcy Code").
Therefore, in this Disclosure Statement we are also soliciting acceptances of
the prepackaged plan of reorganization substantially in the form attached as
Appendix 1 hereto (the "Prepackaged Plan") from all Noteholders. Through the
Prepackaged Plan all Noteholders would receive the same Exchange Consideration
being offered in the Exchange Offers provided that sufficient holders (i.e.,
holders representing at least 662/3% in principal amount and more than 50% in
number of those Noteholders who actually vote) vote in favor of the Prepackaged
Plan and that the other conditions to the Prepackaged Plan are satisfied or
waived. Only holders of impaired claims who actually vote are counted for these
purposes. The Letter of Transmittal enclosed herewith (the "Letter of
Transmittal") also includes provisions regarding, and a ballot (the "Ballot")
for, voting on the Prepackaged Plan. A Noteholder's acceptance of the Exchange
Offers does not constitute a vote in favor of the Prepackaged Plan, so all
Noteholders must, notwithstanding their acceptance of the Exchange Offers,
execute and return the Ballot.
<PAGE>

THE BOARDS OF DIRECTORS OF PARENT AND ALAMOSA DELAWARE HAVE NOT AT THIS TIME
TAKEN ANY CORPORATE ACTION APPROVING A BANKRUPTCY FILING.

--------------------------------------------------------------------------------
         ONLY NOTEHOLDERS OF RECORD AS OF AUGUST 29, 2003 (THE "VOTING
                         RECORD DATE") MAY VOTE ON THE
                               PREPACKAGED PLAN.

        NOTEHOLDERS WHO PURCHASE EXISTING NOTES AFTER THE VOTING RECORD
             DATE, AND WHO WISH TO VOTE ON THE PREPACKAGED PLAN,
                  MUST RECEIVE A PROXY FROM THE NOTEHOLDER OF
                      RECORD AS OF THE VOTING RECORD DATE.
-------------------------------------------------------------------------------


THE BOARDS OF DIRECTORS OF PARENT AND ALAMOSA DELAWARE RECOMMEND THAT
NOTEHOLDERS ACCEPT THE EXCHANGE OFFERS, CONSENT TO THE PROPOSED AMENDMENTS AND
VOTE IN FAVOR OF THE PREPACKAGED PLAN.

NEITHER THE SECURITIES AND EXCHANGE COMMISSION (THE "SEC") NOR ANY STATE
SECURITIES COMMISSION HAS APPROVED OR DISAPPROVED OF THESE SECURITIES OR
DETERMINED IF THIS DISCLOSURE STATEMENT IS TRUTHFUL OR COMPLETE. ANY
REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.

      The Exchange Agent and the Information Agent for the Exchange Offers
and Voting Agent for the solicitation of acceptances of the Prepackaged Plan is:

                        Wells Fargo Bank Minnesota, N.A.

SEE "RISK FACTORS" BEGINNING ON PAGE 16 FOR A DISCUSSION OF RISKS YOU SHOULD
CONSIDER BEFORE MAKING A DECISION WITH RESPECT TO THE EXCHANGE OFFERS OR VOTING
ON THE PREPACKAGED PLAN.

          The date of this Disclosure Statement is September 12, 2003.
<PAGE>

     THIS SOLICITATION OF ACCEPTANCES OF THE PREPACKAGED PLAN IS BEING
CONDUCTED TO OBTAIN SUFFICIENT ACCEPTANCES OF THE PREPACKAGED PLAN PRIOR TO THE
FILING OF VOLUNTARY CASES UNDER CHAPTER 11 OF THE UNITED STATES BANKRUPTCY
CODE. BECAUSE NO CHAPTER 11 CASE HAS YET BEEN COMMENCED, THIS DISCLOSURE
STATEMENT HAS NOT BEEN APPROVED BY THE BANKRUPTCY COURT AS CONTAINING ADEQUATE
INFORMATION WITHIN THE MEANING OF SECTION 1125(A) OF THE BANKRUPTCY CODE. THE
BOARDS OF DIRECTORS OF PARENT AND ALAMOSA DELAWARE HAVE NOT AT THIS TIME TAKEN
ANY ACTION APPROVING BANKRUPTCY FILINGS.

     THIS DISCLOSURE STATEMENT CONSTITUTES NEITHER AN OFFER TO EXCHANGE NOR A
SOLICITATION OF CONSENTS OR ACCEPTANCES IN ANY JURISDICTION IN WHICH, OR FROM
ANY PERSON TO OR FROM WHOM, IT IS UNLAWFUL TO MAKE SUCH OFFER OR SOLICITATION
UNDER APPLICABLE FEDERAL SECURITIES OR STATE SECURITIES LAWS. THE DELIVERY OF
THIS DISCLOSURE STATEMENT SHALL NOT UNDER ANY CIRCUMSTANCES CREATE ANY
IMPLICATION THAT THE INFORMATION CONTAINED HEREIN IS CORRECT AS OF ANY TIME
SUBSEQUENT TO THE DATE HEREOF OR THAT THERE HAS BEEN NO CHANGE IN THE
INFORMATION SET FORTH HEREIN OR ANY ATTACHMENTS HERETO NOR IN THE AFFAIRS OF
THE COMPANY OR ANY OF ITS SUBSIDIARIES SINCE THE DATE HEREOF.

     PRIOR TO MAKING A DECISION WITH RESPECT TO THE EXCHANGE OFFERS, OR VOTING
ON THE PREPACKAGED PLAN, NOTEHOLDERS ARE ENCOURAGED TO READ AND CONSIDER
CAREFULLY THIS ENTIRE DISCLOSURE STATEMENT, INCLUDING THE PREPACKAGED PLAN
ANNEXED HERETO AS APPENDIX 1 AND THE MATTERS DESCRIBED IN THIS DISCLOSURE
STATEMENT, THE LETTER OF TRANSMITTAL AND THE BALLOT.

     IN MAKING A DECISION IN CONNECTION WITH THE EXCHANGE OFFERS, THE CONSENT
SOLICITATION OR THE PREPACKAGED PLAN, NOTEHOLDERS MUST RELY ON THEIR OWN
EXAMINATION OF THE COMPANY AND THE TERMS OF THE EXCHANGE OFFERS, THE
RESTRUCTURING TRANSACTIONS AND THE PREPACKAGED PLAN, INCLUDING THE MERITS AND
RISKS INVOLVED. NOTEHOLDERS SHOULD NOT CONSTRUE THE CONTENTS OF THIS DISCLOSURE
STATEMENT AS PROVIDING ANY LEGAL, BUSINESS, FINANCIAL OR TAX ADVICE. EACH
NOTEHOLDER SHOULD CONSULT WITH ITS OWN LEGAL, BUSINESS, FINANCIAL AND TAX
ADVISORS WITH RESPECT TO ANY SUCH MATTERS CONCERNING THIS DISCLOSURE STATEMENT,
THE EXCHANGE OFFERS, THE PREPACKAGED PLAN AND THE RESTRUCTURING TRANSACTIONS
CONTEMPLATED THEREBY.

     WE ARE RELYING ON SECTION 3(A)(9) OF THE SECURITIES ACT OF 1933, AS
AMENDED (THE "SECURITIES ACT") TO EXEMPT THE EXCHANGE OFFERS FROM THE
REGISTRATION REQUIREMENTS OF THE SECURITIES ACT WITH RESPECT TO THE EXCHANGE OF
THE EXISTING NOTES FOR THE EXCHANGE CONSIDERATION. WE ARE ALSO RELYING ON
SECTION 18(B)(4)(C) OF THE SECURITIES ACT TO EXEMPT THE EXCHANGE OFFERS, THE
CONSENT SOLICITATION AND THE SOLICITATION OF ACCEPTANCES OF THE PREPACKAGED
PLAN FROM STATE SECURITIES LAW REQUIREMENTS.

                       NOTICE TO NEW HAMPSHIRE RESIDENTS

     NEITHER THE FACT THAT A REGISTRATION STATEMENT OR AN APPLICATION FOR A
LICENSE HAS BEEN FILED UNDER CHAPTER 421-B OF THE NEW HAMPSHIRE REVISED
STATUTES WITH THE STATE OF NEW HAMPSHIRE NOR THE FACT THAT A SECURITY IS
EFFECTIVELY REGISTERED OR A PERSON IS LICENSED IN THE STATE OF NEW HAMPSHIRE
CONSTITUTES A FINDING BY THE SECRETARY OF STATE THAT ANY DOCUMENT FILED UNDER
CHAPTER 421-B IS TRUE, COMPLETE AND NOT MISLEADING. NEITHER ANY SUCH FACT NOR
THE FACT THAT AN EXEMPTION OR EXCEPTION IS AVAILABLE FOR A SECURITY OR A
TRANSACTION MEANS THAT THE SECRETARY OF STATE HAS PASSED IN ANY WAY UPON THE
MERITS OR QUALIFICATIONS OF, OR RECOMMENDED OR GIVEN APPROVAL TO, ANY PERSON,
SECURITY OR TRANSACTION. IT IS UNLAWFUL TO MAKE, OR CAUSE TO BE MADE, TO ANY
PROSPECTIVE PURCHASER, CUSTOMER OR CLIENT ANY REPRESENTATION INCONSISTENT WITH
THE PROVISIONS OF THIS PARAGRAPH.


                                       i
<PAGE>

                               TABLE OF CONTENTS

                                                                       PAGE
                                                                    ----------
FORWARD-LOOKING STATEMENTS ........................................      iii
WHERE YOU CAN FIND MORE INFORMATION ...............................      iii
INCORPORATION OF DOCUMENTS BY REFERENCE ...........................       iv
SUMMARY ...........................................................        1
SUMMARY DESCRIPTION OF THE UNITS ..................................       12
SUMMARY SELECTED CONSOLIDATED FINANCIAL INFORMATION ...............       15
RISK FACTORS ......................................................       16
THE COMPANIES .....................................................       27
CAPITALIZATION ....................................................       28
THE RESTRUCTURING TRANSACTIONS ....................................       29
THE EXCHANGE OFFERS ...............................................       33
DIFFERENCES BETWEEN COVENANTS GOVERNING EXISTING NOTES AND
 NEW NOTES ........................................................       40
DESCRIPTION OF NEW NOTES ..........................................       44
DESCRIPTION OF THE UNITS ..........................................       87
DESCRIPTION OF PREFERRED STOCK ....................................       87
DESCRIPTION OF CONTINGENT VALUE RIGHTS ............................       96
DESCRIPTION OF THE SPRINT AMENDMENTS ..............................      100
DESCRIPTION OF AMENDMENTS TO THE SENIOR SECURED CREDIT FACILITY ...      103
DESCRIPTION OF THE EXCHANGE OFFERS AND PLAN SUPPORT AGREEMENT .....      104
THE PREPACKAGED PLAN OF REORGANIZATION ............................      106
PROCEDURES FOR VOTING ON THE PREPACKAGED PLAN .....................      135
CERTAIN UNITED STATES FEDERAL INCOME TAX CONSIDERATIONS ...........      140
RECOMMENDATION AND CONCLUSION .....................................      151
ANNEX A FIVE-YEAR PROJECTIONS .....................................      A-1
ANNEX B LIQUIDATION ANALYSIS ......................................      B-1
APPENDIX 1 PREPACKAGED PLAN OF REORGANIZATION .....................   PLAN-1



                                       ii
<PAGE>

                          FORWARD-LOOKING STATEMENTS

     The information presented in this Disclosure Statement includes
forward-looking statements in addition to historical information. These
statements involve known and unknown risks and relate to future events, our
future financial performance or our projected business results. In some cases,
you can identify forward-looking statements by terminology such as "may,"
"will," "should," "expects," "plans," "anticipates," "believes," "estimates,"
"predicts," "targets," "potential" or "continue" or the negative of these terms
or other comparable terminology. Forward-looking statements are only
predictions. Actual events or results may differ materially from any
forward-looking statement as a result of various factors, including those
contained in the section entitled "Risk Factors" and other sections of this
Disclosure Statement, including the documents incorporated by reference herein.
Although we believe that the expectations reflected in the forward-looking
statements are reasonable, we cannot guarantee future results, events, levels
of activity, performance or achievements. We expressly disclaim a duty to
update any of the forward-looking statements.


                      WHERE YOU CAN FIND MORE INFORMATION

     We are subject to the informational requirements of the Securities
Exchange Act of 1934 (the "Exchange Act"). Accordingly, we file annual,
quarterly and current reports, proxy statements and other information with the
SEC. We also furnish to our stockholders annual reports, which include
financial statements audited by our independent certified public accountants,
and other reports which the law requires us to send to our stockholders. The
public may read and copy any reports, proxy statements, or other information
that Parent and Alamosa Delaware file at the SEC's public reference room at
Judiciary Plaza, 450 Fifth Street N.W., Washington, D.C. 20549. The public may
obtain information on the operation of the public reference room by calling the
SEC at 1-800-SEC-0330. Our SEC filings are also available at the web site
maintained by the SEC at "http://www.sec.gov."

     We have appointed Wells Fargo Bank Minnesota, N.A. ("Wells Fargo") as the
Exchange Agent (the "Exchange Agent") and the Information Agent (the
"Information Agent") for the Exchange Offers and as the Voting Agent (the
"Voting Agent") for the solicitation of acceptances of the Prepackaged Plan.
All inquiries relating to the Exchange Offers or the Prepackaged Plan should be
directed to Wells Fargo in its capacity as the Information Agent at the
telephone numbers and addresses set forth below or on the back cover of this
Disclosure Statement.

     All completed Letters of Transmittal, Consents, and Ballots should be
directed to Wells Fargo in its capacity as Exchange Agent and Voting Agent at
one of the addresses set forth below or on the back cover of this Disclosure
Statement. All questions regarding the procedures for tendering in the Exchange
Offers and voting on the Prepackaged Plan and requests for assistance in
tendering your Existing Notes and voting on the Prepackaged Plan, should also
be directed to the Exchange Agent at one of the telephone numbers or addresses
set forth below or on the back cover of this Disclosure Statement.

                            For Information Contact:
          Wells Fargo Bank Minnesota, N.A., Corporate Trust Operations

                                 (612) 316-4305

                                  Delivery To:
   Wells Fargo Bank Minnesota, N.A., Exchange Agent and Voting Agent for the
              solicitation of acceptances of the Prepackaged Plan

<TABLE>
<S>                                <C>                                <C>
  By Regular or Certified Mail:                 By Hand:                     By Overnight Mail or Courier:
Wells Fargo Bank Minnesota, N.A.    Wells Fargo Bank Minnesota, N.A.        Wells Fargo Bank Minnesota, N.A.
          MAC #N9303-110                     MAC #N9303-121                      608 Second Avenue South
     Corporate Trust Services         Corporate Trust Operations                Corporate Trust Services
      Minneapolis, MN 55479             6th & Marquette Avenue                        11th Floor
                                          Minneapolis, MN 55479                   Minneapolis, MN 55402
</TABLE>

                                       iii
<PAGE>

                             For Information or to
                          Confirm by Telephone Call:
                                (612) 316-4305

                      To Request Solicitation Packages or
                           Other Documentation Call:
                                (800) 344-5128

                        By Facsimile (Eligible Guarantor
                              Institutions Only):
                                (612) 667-2160


     DELIVERY OF A LETTER OF TRANSMITTAL TO AN ADDRESS OTHER THAN THE ADDRESS
LISTED ABOVE OR ON THE BACK COVER OF THIS DISCLOSURE STATEMENT OR TRANSMISSION
OF INSTRUCTIONS BY FACSIMILE OTHER THAN AS SET FORTH ABOVE IS NOT VALID
DELIVERY OF THE LETTER OF TRANSMITTAL.

     REQUESTS FOR ADDITIONAL COPIES OF THIS DISCLOSURE STATEMENT, ANY OF THE
DOCUMENTS INCORPORATED BY REFERENCE HEREIN, THE LETTER OF TRANSMITTAL OR THE
NOTICE OF GUARANTEED DELIVERY ENCLOSED HEREWITH (THE "NOTICE OF GUARANTEED
DELIVERY") MAY BE DIRECTED TO WELLS FARGO AT THE RESPECTIVE TELEPHONE NUMBERS
AND ADDRESSES LISTED ABOVE OR ON THE BACK COVER OF THIS DISCLOSURE STATEMENT.

                    INCORPORATION OF DOCUMENTS BY REFERENCE

     Certain information that we have filed with the SEC is "incorporated by
reference" herein, which means that we are disclosing important information to
you by referring you to the documents in which the information appears. The
information incorporated by reference is an important part of this Disclosure
Statement, and information that we may file later with the SEC will
automatically update and supersede the information in this Disclosure
Statement.

     The following documents previously filed with the SEC are incorporated in
this Disclosure Statement by reference:

     1. Parent's and Alamosa Delaware's Annual Report on Form 10-K for the
fiscal year ended December 31, 2002 (our "2002 Annual Report on Form 10-K");

     2. Parent's Proxy Statement dated April 29, 2003 on Schedule 14A relating
to the 2002 Annual Meeting of Stockholders of Parent (our "2002 Annual Meeting
Proxy Statement");

     3. Parent's and Alamosa Delaware's Quarterly Report on Form 10-Q for the
First Quarter of 2003 dated May 15, 2003 and Parent's and Alamosa Delaware's
Quarterly Report on Form 10-Q for the Second Quarter of 2003 dated August 14,
2003; and

     4. Parent's Current Reports on Form 8-K dated May 19, 2003 and August 8,
2003.

     We are providing copies of Parent's and Alamosa Delaware's 2002 Annual
Report on Form 10-K and Parent's 2002 Annual Meeting Proxy Statement with this
Disclosure Statement.

     In addition to the foregoing, all reports and other documents filed by
Parent and Alamosa Delaware pursuant to section 13(a), 13(c), 14 or 15(d) of
the Exchange Act subsequent to the date of this Disclosure Statement and prior
to the Expiration Date shall be deemed to be incorporated herein by reference
and to be a part hereof from the dates of filing of such reports and documents.
Any statement contained in a document incorporated or deemed to be incorporated
by reference herein shall be deemed to be modified or superseded for purposes
of this Disclosure Statement to the extent that a statement contained herein,
or in any other subsequently filed document which also is incorporated or
deemed to be incorporated by reference herein, modifies or supersedes such
statement. Any statement so modified or superseded shall not be deemed, except
as so modified or superseded, to constitute a part of this Disclosure
Statement.


                                       iv
<PAGE>

                                    SUMMARY


                    OVERVIEW OF RESTRUCTURING TRANSACTIONS

     As more fully described herein, due to competitive concerns in the
wireless telecommunications sector and reduced expectations for near term
industry consolidation, our management developed financial projections,
referred to herein as the "Trended Projections," to determine the effect of
these trends on Alamosa's financial position and forecasts. When these Trended
Projections are applied to our business plan, there is a risk that our capital
structure cannot continue to be supported by our operations and financial
performance in the future. While management could not predict whether these
trends would continue, it was considered prudent to seek to adjust our capital
structure through a financial restructuring. Such a restructuring includes
entering into the Sprint Amendments, converting a portion of our debt
securities to convertible preferred stock and modifying certain covenants of
our Senior Secured Credit Facility to reflect our current business projections.
These Exchange Offers represent the means of implementing these initiatives to
adjust our capital structure.

     We believe the Restructuring Transactions will enhance our ability to
execute our business plan even if these trends continued and will materially
improve the prospects for the timely payment of principal and interest to
holders of our debt securities.

     THE SPRINT AMENDMENTS AND THE AMENDMENTS TO THE SENIOR SECURED CREDIT
FACILITY HAVE ALREADY BEEN AGREED TO BY SPRINT AND OUR SENIOR LENDERS,
RESPECTIVELY, BUT ARE CONTINGENT UPON CERTAIN CONDITIONS, INCLUDING THE
SUCCESSFUL COMPLETION OF THESE EXCHANGE OFFERS.

     We believe that the Sprint Amendments will result in the following
benefits to us:

     o    reducing the amounts we pay for customer care, billing and other
          services (cash cost per user or "CCPU");

     o    reducing the amounts we pay for services relating to subscriber
          additions such as activations and handset logistics (cost per gross
          additions or "CPGA");

     o    fixing the interservice area fees (travel rate) for voice and 2G data
          usage until December 31, 2005 and the inter service area fees for 3G
          data usage until December 31, 2005;

     o    providing Alamosa with rights not to comply with certain new or
          amended program requirements and to resist the exercise by Sprint of
          certain other unilateral rights afforded to Sprint in the Sprint
          Agreements unless either Alamosa determines that the adverse financial
          impact of those new or amended program requirements or the exercise of
          those unilateral rights will not exceed certain delineated financial
          parameters or Sprint agrees to compensate Alamosa for the portion of
          the adverse financial impact that exceeds those parameters;

     o    clarifying the means by which Alamosa has access to information
          relating to business conducted by Alamosa under the management
          agreements, including call traffic carried by the service area
          network, the Sprint customers in Alamosa's territory ("Alamosa
          Customers" or "Our Customers"), and the terms and conditions of any
          contract, agreement or understanding between Sprint and any third
          parties that affects Alamosa; and

     o    providing that, subject to certain significant conditions and
          limitations, Alamosa will have the right to further amend its
          management agreements and services agreements to be the same as the
          management agreement and services agreement between Sprint and certain
          other Sprint PCS Affiliates if any of the terms of such other
          Sprint PCS Affiliate's management agreement or services agreement are
          amended on or before December 31, 2006 to be more favorable than the
          terms of Alamosa's management agreements or services agreements.

     We believe that, in total, the Sprint Amendments will save us over $15
million annually. In addition to the benefits we expect to receive from the
Sprint Amendments, if the Restructuring Transactions are completed, we will
save over $185 million in cash interest payments over the next


                                       1
<PAGE>

five years. After giving effect to the Restructuring Transactions and using the
Trended Projections, we believe that we will generate sufficient cash flow to
service our debt. For a further discussion of the Sprint Amendments, see the
discussion in the Disclosure Statement under the caption "Description of the
Sprint Amendments".

     We believe that the amendments to the Senior Secured Credit Facility will
benefit us by adjusting the covenants in the Senior Secured Credit Facility so
that if Alamosa's actual performance follows the Trended Projections, Alamosa
will remain in covenant compliance. For further information on the amendments
to the Senior Secured Credit Facility, see the discussion under the caption
"Description of Amendments to the Senior Secured Credit Facility."

     It is our hope that the terms of the Restructuring Transactions will be
acceptable to enough holders of our Existing Notes to satisfy the Minimum
Tender Condition. Accomplishing the Restructuring Transactions in this manner
is referred to as the "Out-of-Court Alternative." We are also seeking votes to
support accomplishing the Restructuring Transactions by means of a prepackaged
plan of reorganization pursuant to Chapter 11 of the United States Bankruptcy
Code that we refer to as the "Prepackaged Plan." If the proposed terms of the
Restructuring Transactions are acceptable to a sufficient number of Noteholders
but to less than the number required to satisfy the Minimum Tender Condition,
we may seek to forego the Exchange Offers and instead accomplish the
Restructuring Transactions pursuant to the Prepackaged Plan. Accomplishing the
Restructuring Transactions under the Prepackaged Plan is referred to as the
"In-Court Alternative."

                   SUMMARY OF THE RESTRUCTURING TRANSACTIONS

     The following summary highlights selected information from this Disclosure
Statement and may not contain all the information that Noteholders will need to
make a decision regarding whether to tender their Existing Notes in the
Exchange Offers and accept the Exchange Consideration that we propose to give
them. This Disclosure Statement includes specific terms of the Exchange Offers,
including descriptions of the New Notes and the Units (including the Preferred
Stock and the CVRs), and descriptions of amendments to the Senior Secured
Credit Facility and the Sprint Amendments, as well as information regarding our
business and some financial data. We encourage Noteholders to read this
Disclosure Statement and the documents to which we refer them carefully,
including the discussion of risks and uncertainties affecting our business
included in the section of this Disclosure Statement captioned "Risk Factors."

     The Restructuring Transactions include: (i) the Exchange Offers and the
related Consent Solicitation; (ii) the amendment of the Senior Secured Credit
Facility; and (iii) the Sprint Amendments, all effectuated through either the
Out-of-Court Alternative or the In-Court Alternative.


                                       2
<PAGE>

                 OUT-OF-COURT ALTERNATIVE: THE EXCHANGE OFFERS


SUMMARY OF THE EXCHANGE OFFERS

THE EXCHANGE OFFERS...........   In exchange for each $1,000 principal amount
                                 of outstanding Senior Notes, we are offering:

                                 o   $650 principal amount of New Senior Notes,

                                 o   one (1) Unit, consisting of (x) one (1)
                                     share of Preferred Stock with an initial
                                     liquidation preference of $250 that is
                                     convertible, subject to specified
                                     anti-dilution provisions, into 73.61
                                     shares of Parent common stock at an
                                     initial conversion price of $3.40, and (y)
                                     73.61 CVRs, and

                                 o   any accrued and unpaid interest due on the
                                     Senior Notes, payable in cash.

                                 In exchange for each $1,000 accreted amount,
                                 as of the closing, of outstanding Senior
                                 Discount Notes, we are offering:

                                 o   $650 original issue amount of New Senior
                                     Discount Notes, and

                                 o   one (1) Unit, consisting of (x) one (1)
                                     share of Preferred Stock with an initial
                                     liquidation preference of $250 that is
                                     convertible, subject to specified
                                     anti-dilution provisions, into 73.61
                                     shares of Parent common stock at an
                                     initial conversion price of $3.40 and (y)
                                     73.61 CVRs.

                                 In addition, we are soliciting Consents to the
                                 Proposed Amendments to the Existing
                                 Indentures. The tender of the Existing Notes
                                 pursuant to the Letter of Transmittal will be
                                 deemed to constitute a consent to the Proposed
                                 Amendments with respect to the Existing Notes
                                 tendered.

                                 The New Notes, the Preferred Stock and the
                                 CVRs, as well as the underlying securities
                                 issued upon conversion of the Preferred Stock
                                 or pursuant to the CVRs, will be exempt from
                                 registration and freely tradeable.


EXPIRATION DATE;
 ACCEPTANCE OF TENDERS;
 DELIVERY OF EXCHANGE
 CONSIDERATION.................  The Exchange Offers will expire at 5:00 p.m.,
                                 New York City time, on October 10, 2003, unless
                                 we extend them. We will issue the New Notes and
                                 Units promptly following the Expiration Date
                                 upon our determination that the conditions to
                                 the Exchange Offers have been fulfilled. If we
                                 decide for any reason not to accept the
                                 Existing Notes any Noteholder has tendered for
                                 exchange, those Existing Notes will be returned
                                 to such Noteholder without cost promptly after
                                 the expiration or termination of the Exchange
                                 Offers. Any unaccepted Existing Notes tendered


                                       3
<PAGE>

                                 by book entry transfer into the Exchange
                                 Agent's account at The Depositary Trust
                                 Company ("DTC"), New York, New York, as
                                 described below, will be credited to the
                                 tendering holder's account at DTC. See "The
                                 Exchange Offers--Procedures for Tendering
                                 Existing Notes in the Exchange Offers" for a
                                 more complete description of the tender
                                 procedures.
WITHDRAWAL RIGHTS
 AND REVOCATION................  Tenders of Existing Notes may be withdrawn at
                                 any time prior to the Consent Date by
                                 delivering a written notice of withdrawal to
                                 the Exchange Agent in conformity with the
                                 procedures set forth below under "The Exchange
                                 Offers-- Withdrawal of Tenders." The withdrawal
                                 of tendered Existing Notes will be deemed a
                                 revocation of the Consent with respect to such
                                 Existing Notes; provided, however, that
                                 subsequent to the Consent Date, Consents may
                                 not be revoked and tenders may not be
                                 withdrawn.
CONDITIONS TO THE
 EXCHANGE OFFERS...............  The Exchange Offers are subject to customary
                                 conditions, which we may assert or waive. These
                                 conditions include (i) the Minimum Tender
                                 Condition, i.e., that 97% of the outstanding
                                 aggregate principal amount of each series of
                                 the Existing Notes is validly tendered and not
                                 withdrawn, (ii) the Consent Condition, i.e.,
                                 that not less than a majority of each series of
                                 Existing Notes shall have consented to the
                                 Proposed Amendments, (iii) the amendment of the
                                 terms of the Senior Secured Credit Facility,
                                 and (iv) the Sprint Amendments.


SPECIAL PROCEDURES FOR
 BENEFICIAL OWNERS............   If a Noteholder is a beneficial owner whose
                                 Existing Notes are registered in the name of a
                                 broker, dealer, commercial bank, trust company
                                 or other nominee and such Noteholder wishes to
                                 tender its Existing Notes in the Exchange
                                 Offers, it should promptly contact the person
                                 in whose name the Existing Notes are registered
                                 and instruct that person to tender on its
                                 behalf. If such Noteholder wishes to tender the
                                 Existing Notes on its own behalf, prior to
                                 completing and executing the Letter of
                                 Transmittal and delivering its Existing Notes,
                                 it must either make appropriate arrangements to
                                 register ownership of the Existing Notes in its
                                 name or obtain a properly completed bond power
                                 from the person in whose name the Existing
                                 Notes are registered.


CONSEQUENCES TO NOTEHOLDERS NOT
 TENDERING IN THE
 EXCHANGE OFFERS...............  In the event that the Exchange Offers are
                                 completed, a Noteholder may be significantly
                                 disadvantaged if it has not exchanged its
                                 Existing Notes for the Exchange Consideration.
                                 Among other things, the Proposed Amendments
                                 will eliminate substantially all of the
                                 covenant protection in the Existing Indentures.
                                 See the discussion under the headings "Risk
                                 Factors--


                                       4
<PAGE>

                                 Consequences of Failure to Exchange" for more
                                 information regarding the consequences of a
                                 Noteholder not exchanging its Existing Notes.

CERTAIN U.S. FEDERAL INCOME
 TAX CONSIDERATIONS...........   If both the Existing Notes surrendered and
                                 New Notes received pursuant to the Exchange
                                 Offers are treated as "securities" for United
                                 States federal income tax purposes, the
                                 Exchange Offers generally would be treated as a
                                 recapitalization qualifying as a tax-free
                                 reorganization for United States federal income
                                 purposes. In such case, a U.S. Noteholder would
                                 not recognize a loss as a result of the
                                 transaction. A U.S. Noteholder would recognize
                                 gain, however, if such Noteholder's adjusted
                                 tax basis in the Existing Notes is less than
                                 the fair market value of the Exchange
                                 Consideration (using the issue price of the New
                                 Notes received in the exchange as their fair
                                 market value), but only to the extent of the
                                 fair market value of the Preferred Stock and
                                 CVRs received in the exchange. If the Exchange
                                 Offers are not treated as a recapitalization
                                 qualifying as a tax-free reorganization, a
                                 Noteholder generally would recognize gain or
                                 loss in an amount equal to the difference
                                 between (i) the sum of the issue price of the
                                 New Notes and the fair market value of the
                                 Preferred Stock and CVRs received in the
                                 exchange and (ii) the Noteholder's adjusted tax
                                 basis in the Existing Notes surrendered. For a
                                 general discussion of certain United States
                                 federal income tax consequences relating to the
                                 Exchange Offers and the ownership of the New
                                 Notes, Preferred Stock and CVRs, see "Certain
                                 United States Federal Income Tax
                                 Considerations."

                                 HOLDERS ARE STRONGLY URGED TO CONSULT THEIR
                                 TAX ADVISORS REGARDING THE UNITED STATES
                                 FEDERAL, STATE, LOCAL AND ANY FOREIGN TAX
                                 CONSEQUENCES OF THE EXCHANGE.


EXCHANGE AGENT; VOTING AGENT;
 INFORMATION AGENT............   Wells Fargo is the Exchange Agent and
                                 Information Agent for the Exchange Offers and
                                 the Consent Solicitation, and the Voting Agent
                                 for the Prepackaged Plan. Noteholders can find
                                 the addresses and telephone numbers for Wells
                                 Fargo set forth on the back cover of this
                                 Disclosure Statement.

FEES AND EXPENSES.............   We will bear all expenses related to the
                                 Restructuring Transactions. As a result,
                                 Noteholders are not required to pay any
                                 brokerage commissions or any other fees or
                                 expenses to the Exchange Agent, the Voting
                                 Agent or the Information Agent.

                                       5
<PAGE>

CERTAIN CONSEQUENCES OF FAILURE
 TO CONSUMMATE THE
 EXCHANGE OFFERS...............  If the Minimum Tender Condition or the Consent
                                 Condition is not satisfied or waived by the
                                 Expiration Date or we are not able to
                                 successfully accomplish the other elements of
                                 the Restructuring Transactions, and if we
                                 receive sufficient votes to accept the
                                 Prepackaged Plan, we and certain of our
                                 subsidiaries may implement the In-Court
                                 Alternative and commence Chapter 11
                                 reorganization cases. Although in the event of
                                 a Chapter 11 filing we and certain of our
                                 subsidiaries would seek to pay vendors in the
                                 ordinary course, a bankruptcy case could
                                 threaten the trade vendor credit support to us
                                 and/or our subsidiaries and could cause us
                                 and/or our subsidiaries to lose customers or
                                 revenue because of concerns about our
                                 operations. No decision has been made by the
                                 Boards of Directors of Parent, Alamosa Delaware
                                 or any of our subsidiaries to file petitions
                                 for relief under Chapter 11 of the Bankruptcy
                                 Code.

TERMINATION...................   We reserve the right to terminate the
                                 Exchange Offers at any time prior to the
                                 Expiration Date and for any reason, or no
                                 reason, without accepting any Existing Notes.

ADDITIONAL INFORMATION........   Noteholders may obtain additional copies of
                                 the Disclosure Statement by contacting the
                                 Information Agent at the phone number and
                                 address set forth on the back cover of this
                                 Disclosure Statement.

                                       6
<PAGE>

          IN-COURT ALTERNATIVE: THE PREPACKAGED PLAN OF REORGANIZATION

     If we consummate the Exchange Offers, we intend to implement the
Restructuring Transactions via the Out-of-Court Alternative. If the Minimum
Tender Condition is not satisfied or waived by the Expiration Date or if we for
any reason determine that it would be more advantageous or expeditious, we will
consider effectuating the Restructuring Transactions by filing one or more
voluntary petitions for relief under Chapter 11 of the Bankruptcy Code and
seeking the approval of a United States bankruptcy court (a "Bankruptcy Court")
of the Restructuring Transactions through confirmation of the Prepackaged Plan.

     To facilitate court approval of the In-Court Alternative, we are
soliciting acceptances of the Prepackaged Plan, a copy of which is attached
hereto as Appendix 1. In the event one or more Chapter 11 cases are commenced
and we determine that it is appropriate, we would use the acceptances of the
Prepackaged Plan secured through the solicitation of acceptances to obtain
Bankruptcy Court approval of the Prepackaged Plan and effectuate the
Restructuring Transactions. The Prepackaged Plan, if approved, would result in
Noteholders receiving the same consideration as they would receive through the
Out-of-Court Alternative.

     WE HAVE NOT MADE ANY DECISION AT THIS TIME TO COMMENCE ANY CHAPTER 11
CASES, AND RESERVE ALL OF OUR RIGHTS TO PURSUE ANY AND ALL OF OUR STRATEGIC
ALTERNATIVES IN THE EVENT THE OUT-OF-COURT ALTERNATIVE IS NOT CONSUMMATED.


THE PREPACKAGED PLAN

SUMMARY.......................   The Prepackaged Plan provides for, among
                                 other things, the claims represented by the
                                 Existing Notes to be satisfied in full for the
                                 same Exchange Consideration being offered in
                                 the Exchange Offers, as set forth above.
                                 Through the Prepackaged Plan, all claims
                                 against and interests in us that would exist on
                                 the date when we file our voluntary petitions
                                 for reorganization relief under Chapter 11 of
                                 the Bankruptcy Code would be divided into
                                 classes, exclusive of certain claims, including
                                 administrative claims and priority tax claims,
                                 which would not be required to be classified.
                                 Each class of Claims and Interests will be
                                 deemed to consist of sub-classes of all such
                                 Claims against or Interests in a single Debtor
                                 for all purposes under the Bankruptcy Code and
                                 the Prepackaged Plan, including for voting
                                 purposes and each Class includes all such
                                 Claims against or Interests in all Debtors.

                                 Capitalized terms used in this summary of the
                                 Prepackaged Plan that have not been previously
                                 defined in the foregoing pages of this
                                 Disclosure Statement and are not otherwise
                                 defined herein shall have the meanings
                                 ascribed to them in the Prepackaged Plan.

                                 All but two classes of Claims and Interests
                                 (each as defined and described in the
                                 Prepackaged Plan) would be unimpaired under
                                 the Prepackaged Plan. Administrative Claims,
                                 Priority Tax Claims, Class 1 Senior Lender
                                 Claims, Class 2 Other Secured Claims, Class 3
                                 Other Priority Claims, Class 6 General
                                 Unsecured Claims and Class 7


                                       7
<PAGE>

                                 Interests all would be unimpaired by the
                                 Prepackaged Plan. Holders of these Claims and
                                 Equity Interests would be deemed to have
                                 accepted the Prepackaged Plan, would not be
                                 entitled to vote on the Prepackaged Plan and
                                 all of their legal, equitable and contractual
                                 rights would be fully reinstated and retained
                                 under the Prepackaged Plan. The following
                                 summarizes the classification and treatment
                                 through the Prepackaged Plan of the two
                                 impaired classes of Senior Note Claims and
                                 Senior Discount Note Claims (as defined and
                                 described in the Prepackaged Plan).

CLASS 4 (SENIOR NOTE CLAIMS)
Estimated Amount:
 $400 million..................  Impaired--Class 4 would be impaired by the
                                 Prepackaged Plan. Each holder of an Allowed
                                 Class 4 Senior Note Claim would be entitled to
                                 vote on the Prepackaged Plan. On or as soon as
                                 reasonably practicable after the Distribution
                                 Date, each holder of an Allowed Senior Note
                                 Claim would receive, in full satisfaction,
                                 release, and discharge of each $1,000 principal
                                 amount of its Allowed Senior Note Claims
                                 against all Debtors, the Exchange Consideration
                                 attributable to each $1,000 principal amount of
                                 Senior Notes.

                                 Estimated Recovery: 90%


CLASS 5 (SENIOR DISCOUNT
 NOTE CLAIMS)
Estimated Amount:
 $298.1 million................  Impaired--Class 5 would be impaired by the
                                 Prepackaged Plan. Each holder of an Allowed
                                 Class 5 Senior Discount Note Claim would be
                                 entitled to vote on the Prepackaged Plan. On or
                                 as soon as reasonably practicable after the
                                 Distribution Date, each holder of an Allowed
                                 Senior Discount Note Claim would receive, in
                                 full satisfaction, release, and discharge of
                                 each $1,000 accreted amount of its Allowed
                                 Senior Discount Note Claims against all Debtors
                                 as of the Effective Date, the Exchange
                                 Consideration attributable to each $1,000
                                 accreted amount as of the Effective Date of
                                 Senior Discount Notes.

                                 Estimated Recovery: 90%

                                 For a more detailed discussion of treatment
                                 under the Prepackaged Plan, see "The
                                 Prepackaged Plan of Reorganization--Summary of
                                 the Prepackaged Plan of
                                 Reorganization--Certain Matters Regarding
                                 Classification and Treatment of Claims and
                                 Interests."
VOTING ON THE
 PREPACKAGED PLAN..............  The "Voting Record Date" for purposes of
                                 determining Noteholders that are eligible to
                                 vote on the Prepackaged Plan is August 29,
                                 2003. To be counted, Ballots must be duly
                                 completed, executed, and actually received no
                                 later than the Expiration Date. Noteholders
                                 (who hold claims in Class 4 and/or Class 5)
                                 electing to vote on the Prepackaged Plan should
                                 complete and sign the applicable Ballot


                                       8
<PAGE>

                                 included in the Letter of Transmittal and
                                 check the box entitled "Accepts" the
                                 Prepackaged Plan or "Rejects" the Prepackaged
                                 Plan, as appropriate.

                                 Any beneficial holder whose Existing Notes are
                                 registered or held of record in the name of
                                 his broker, dealer, commercial bank, trust
                                 company or other nominee and who wishes to
                                 vote on the Prepackaged Plan should complete
                                 the Beneficial Owner Ballot and return such
                                 ballot to such nominee or directly to the
                                 Voting Agent, as instructed by such nominee.
                                 Nominees in turn must use the information
                                 contained in such Beneficial Owner Ballots to
                                 complete Master Ballots, and must return all
                                 such Master Ballots to the Voting Agent.

                                 NOTEHOLDERS WHO PURCHASE EXISTING NOTES AFTER
                                 THE VOTING RECORD DATE, AND WHO WISH TO VOTE
                                 ON THE PREPACKAGED PLAN, MUST ARRANGE WITH
                                 THEIR SELLER TO RECEIVE AN APPLICABLE BALLOT
                                 ASSIGNMENT OR PROXY FROM THE NOTEHOLDER OF
                                 RECORD AS OF THE VOTING RECORD DATE.

                                 The "Voting Deadline" is 5:00 p.m., prevailing
                                 New York City time, on October 10, 2003 unless
                                 extended. All Ballots tendered by the Voting
                                 Deadline may be utilized by us in connection
                                 with determining acceptances and rejections of
                                 the Prepackaged Plan at any time. Thus, all
                                 votes represented by such Ballots shall be
                                 deemed continuously effective until such time.

                                 Under the Bankruptcy Code, for purposes of
                                 determining whether the requisite acceptances
                                 of the Prepackaged Plan have been received,
                                 only Noteholders who vote will be counted.
                                 Noteholders who do not send a duly completed
                                 and signed Ballot will not be counted for
                                 purposes of determining whether the
                                 Prepackaged Plan has been accepted by the
                                 requisite number and amount of votes. Any
                                 Ballot which is executed by a Noteholder but
                                 does not indicate an acceptance or rejection
                                 of the Prepackaged Plan will not be counted.
                                 In addition, any Ballot which is executed by a
                                 Noteholder and which indicates both acceptance
                                 and rejection of the Prepackaged Plan will not
                                 be counted.

                                       9
<PAGE>

                SUMMARY DESCRIPTION OF THE EXCHANGE CONSIDERATION


                      SUMMARY DESCRIPTION OF THE NEW NOTES

ISSUER........................   Alamosa Delaware.

SECURITIES OFFERED AND
 MATURITY DATE.................  Up to $260.0 million aggregate principal amount
                                 of 11.0% Senior Notes due July 31, 2010.

                                 Up to approximately $237.6 million, assuming
                                 an October 31, 2003 closing and 100%
                                 acceptance, aggregate principal amount at
                                 stated maturity of 12.0% Senior Discount Notes
                                 due July 31, 2009.

INTEREST RATE.................   The New Senior Notes will accrue interest at
                                 the rate of 11.0% per annum, payable
                                 semi-annually in cash, in arrears on January 31
                                 and July 31 of each year, commencing January
                                 31, 2004.

                                 Prior to July 31, 2005, no cash interest will
                                 accrue on the New Senior Discount Notes. From
                                 and after July 31, 2005, the New Senior
                                 Discount Notes will accrue interest at the
                                 rate of 12.0% per annum, payable semi-annually
                                 in cash, in arrears on January 31 and July 31
                                 of each year, commencing January 31, 2006.

NEW SENIOR DISCOUNT
 NOTES ACCRETION...............  Accretion means adjustment of the price of a
                                 note to reflect the difference between the
                                 price of a note issued with an original issue
                                 discount and the stated amount of maturity of
                                 the note. The aggregate accreted value of the
                                 New Senior Discount Notes, assuming an October
                                 31, 2003 closing, will increase from
                                 approximately $193.8 million at issuance at a
                                 rate of 12.0%, compounded semi-annually, to a
                                 final accreted value equal to their aggregate
                                 principal amount of approximately $237.6
                                 million at July 31, 2005.

RANKING.......................   The New Notes will be senior to all existing
                                 and future subordinated indebtedness of Alamosa
                                 Delaware and pari passu in right of payment
                                 with each other.

OPTIONAL REDEMPTION...........   The New Senior Notes will be redeemable, at
                                 our option, in whole or in part, on or after
                                 July 31, 2007, upon not less than 30 nor more
                                 than 60 days notice, at the redemption prices
                                 described herein, plus any accrued interest to
                                 the date fixed for redemption.

                                 The New Senior Discount Notes will be
                                 redeemable, at our option, in whole or in
                                 part, on or after July 31, 2006, upon not less
                                 than 30 nor more than 60 days notice, at the
                                 redemption prices described herein, plus any
                                 accrued interest to the date fixed for
                                 redemption. See "Description of New
                                 Notes--Optional Redemption."


                                       10
<PAGE>

COVENANTS.....................   The covenants in the indenture governing the
                                 New Notes will restrict our ability, among
                                 other things, to engage in mergers,
                                 consolidations or similar transactions, incur
                                 indebtedness and incur liens. These limitations
                                 are subject to a number of important
                                 qualifications and exceptions. For further
                                 information regarding the restrictions imposed
                                 on us by the terms of the New Notes, including
                                 a comparison of the covenants under the New
                                 Notes to the covenants under the Existing
                                 Notes, see the discussion under "Differences
                                 Between Covenants Governing Existing and New
                                 Notes" and "Description of New Notes--Certain
                                 Covenants."

EVENTS OF DEFAULT.............   The events of default under the New Notes
                                 will be substantially identical to the events
                                 of default under the Existing Notes. For
                                 further information regarding events of default
                                 under the New Notes, see the discussion under
                                 the caption "Description of New Notes--Events
                                 of Default."

LISTING.......................   The New Notes will not be listed for trading
                                 on any national securities exchange or
                                 authorized for quotation on any automated
                                 quotation system.

BOOK-ENTRY; DELIVERY
 AND FORM......................  The New Notes will initially be held through
                                 DTC. For additional information, see the
                                 discussion in the section captioned
                                 "Description of New Notes--Book-Entry System."

SUBSIDIARY GUARANTORS.........   The New Notes will be guaranteed on a senior
                                 subordinated basis by Alamosa Delaware's
                                 current subsidiaries who are currently
                                 guarantors of the Existing Notes and all of its
                                 future domestic restricted subsidiaries.

CHANGE IN CONTROL.............   If Alamosa Delaware experiences a change of
                                 control, it will be required to make an offer
                                 to repurchase the New Notes at a price equal to
                                 101% of either the principal amount (in the
                                 case of the New Senior Notes) or the accreted
                                 value (in the case of the New Senior Discount
                                 Notes), in each case together with any accrued
                                 and unpaid interest to the date of repurchase.
                                 For a comparison of the change of control
                                 provisions for the New Notes against such
                                 provisions in the Existing Notes, see the
                                 discussion under "Differences Between Covenants
                                 Governing Existing and New Notes". See also
                                 "Description of New Notes--Repurchase at the
                                 Option of Holders Upon a Change of Control."

                                       11
<PAGE>

                        SUMMARY DESCRIPTION OF THE UNITS

     The Units are composed exclusively of one (1) share of Preferred Stock and
73.61 CVRs. The Units' exclusive source of rights or privileges, and hence
their sole source of value, are the Preferred Stock and CVRs which underlie
each Unit.

                   SUMMARY DESCRIPTION OF THE PREFERRED STOCK

ISSUER........................   Parent

DIVIDENDS.....................   After July 31, 2008, holders of Preferred
                                 Stock will be entitled to receive cumulative
                                 cash dividends at the annual rate of 4.50% of
                                 the Base Amount (as defined below). Such cash
                                 dividends will accrue daily and be payable
                                 quarterly in arrears on the last calendar day
                                 of each January, April, July and October, or,
                                 if not a business day, the next succeeding
                                 business day.

                                 The "Base Amount" per share of Preferred Stock
                                 will be $250.00 at the time of issuance of the
                                 Preferred Stock, and will accrue daily at an
                                 annual rate of 6.0%, compounded quarterly
                                 until July 31, 2008, which, assuming an
                                 October 31, 2003 closing, will equal a final
                                 accreted value of $331.74 per share of
                                 Preferred Stock.

                                 In addition, if dividends are paid on Parent's
                                 common stock, the holders of Preferred Stock
                                 will be paid dividends per share of Preferred
                                 Stock in an amount equal to what such holder
                                 would have received had it converted its
                                 shares of Preferred Stock into shares of
                                 Parent common stock immediately prior to the
                                 record date for the payment of such dividend.

LIQUIDATION PREFERENCE........   Upon any voluntary or involuntary
                                 liquidation, dissolution or winding up of
                                 Parent, as a holder of Preferred Stock you will
                                 be entitled to receive out of the assets of
                                 Parent available for distribution to
                                 shareholders (after payment or provision for
                                 all of Parent's debts and other liabilities but
                                 before any payment or provision for any junior
                                 equity securities) a liquidation preference
                                 equal to the greater of:

                                 o   the amount per share of Preferred Stock
                                     equal to the Base Amount as of such date,
                                     plus any accrued and unpaid dividends; and

                                 o   the amount per share the holder would have
                                     received in connection with such voluntary
                                     or involuntary liquidation, dissolution or
                                     winding up of Parent had such holder
                                     converted such share of Preferred Stock
                                     into shares of Parent common stock
                                     immediately prior to such event.

RANKING.......................   The Preferred Stock will rank: (i) junior to
                                 all non-equity indebtedness of Parent; (ii)
                                 senior to all classes or series of Parent
                                 common stock and to all equity securities the
                                 terms of which specifically provide that such
                                 equity securities rank junior to the Preferred
                                 Stock; (iii) junior to all equity


                                       12
<PAGE>

                                 securities issued by Parent the terms of which
                                 specifically provide that such equity
                                 securities rank senior to such Preferred Stock
                                 (subject to the receipt of applicable consents
                                 from the holders of Preferred Stock); and (iv)
                                 on a parity with all equity securities issued
                                 by Parent, other than those referred to in
                                 clauses (ii) and (iii) (subject to the receipt
                                 of applicable consents from the holders of
                                 Preferred Stock).

CONVERSION....................   Each share of Preferred Stock is convertible,
                                 at the option of the holder, into 73.61 shares
                                 of Parent common stock, subject to certain
                                 anti-dilution adjustments. The Preferred Stock
                                 and such shares of common stock into which the
                                 shares of Preferred Stock are convertible will
                                 be exempt from registration and freely
                                 tradeable upon completion of the Restructuring
                                 Transaction.

                                 If the holders of 66 2/3% or more of the shares
                                 of Preferred Stock have converted their shares
                                 into common stock of Parent, then all
                                 remaining shares of Preferred Stock will
                                 automatically convert into Parent common
                                 stock.

OPTIONAL REDEMPTION...........   The shares of Preferred Stock may not be
                                 redeemed at the option of Parent.

CHANGE IN CONTROL.............   In the event of a change of control, Parent
                                 must offer to redeem all, but not less than
                                 all, of the shares of Preferred Stock held by
                                 holders on the date of the change of control
                                 for a price per share equal to 101% of the Base
                                 Amount as of such date, plus any accrued and
                                 unpaid dividends.

MANDATORY REDEMPTION..........   On July 31, 2013, Parent must redeem all
                                 shares of Preferred Stock for an amount per
                                 share equal to the Base Amount, plus any
                                 accrued and unpaid dividends.

VOTING RIGHTS.................   Holders of Preferred Stock will have one vote
                                 per share of Preferred Stock held by them on
                                 all matters submitted to a vote of the
                                 shareholders of Parent. In addition, certain
                                 adverse changes to the terms of the Preferred
                                 Stock cannot be made and certain other actions
                                 may not be taken without the affirmative vote
                                 of holders of at least two-thirds of the
                                 outstanding shares of Preferred Stock.

DIRECTOR ELECTION RIGHTS
 ON DEFAULT....................  If, after July 31, 2008, dividends on the
                                 Preferred Stock are in arrears and unpaid for
                                 six or more dividend periods (whether or not
                                 consecutive), the holders of the Preferred
                                 Stock, voting as a single class with the
                                 holders of all other series of Parent preferred
                                 stock ranking on a parity with the Preferred
                                 Stock, will be entitled to elect two additional
                                 directors to Parent's board of directors. Such
                                 voting rights and the terms of the directors so
                                 elected will continue until such time as the
                                 dividend arrearage on the Preferred Stock has
                                 been paid in full.


                                       13
<PAGE>

               SUMMARY DESCRIPTION OF THE CONTINGENT VALUE RIGHTS

     The CVRs will be issued by Parent and Alamosa Delaware, as co-issuers,
under the contingent value rights agreement to be executed immediately prior to
consummation of the Restructuring Transactions by and among Parent, Alamosa
Delaware and a designated rights agent. The CVRs are being issued to
Noteholders receiving the Preferred Stock to compensate them in the event the
price of Parent's common stock during the first 6 months after closing the
Restructuring Transactions were to drop below certain levels. As a result, the
CVRs are payable only if Parent's common stock price does not maintain certain
levels as described below.

     The CVRs will mature six months after the consummation of the
Restructuring Transactions (whether effectuated under the Out-of-Court
Alternative or the In-Court Alternative, the "Maturity Date"). Parent and
Alamosa Delaware will pay each holder of a CVR the amount (the "Payment
Amount"), if any, by which $3.40 (the "Target Price") exceeds the greater of:

     o    the sum of the Weighted Average Price for all trading days during the
          Valuation Period (the "Current Market Value"); and

     o    $2.82 (the "Minimum Price").

     The "Weighted Average Price" means, for any trading day, the product of:
(a) the average of the intra-day high and low for Parent common stock during
such trading day; and (b) the quotient obtained by dividing (i) the trading
volume of shares of Parent common stock for such trading day, by
(ii) the aggregate trading volume of Parent common stock during the Valuation
   Period.

     The "Valuation Period" is the six-month period immediately preceding and
including the Maturity Date. Both the Target Price and Minimum Price are
subject to antidilution adjustments.

     The CVRs are unsecured obligations of Parent and Alamosa Delaware and will
rank equally with all other unsecured obligations of Parent and Alamosa
Delaware.

     Parent and Alamosa Delaware, at their option, may pay any Payment Amount
due to CVR holders in cash, in Parent common stock, in New Notes or in a
combination thereof. As discussed in "Description of Amendments to the Senior
Secured Credit Facility" in this Disclosure Statement, the Company is not
permitted to pay any amounts due under the CVRs in cash while any balance is
outstanding under the Senior Secured Credit Facility. If Parent and Alamosa
Delaware elect to pay any amount due under the CVRs in New Notes, any such
payment made in respect of a CVR originally issued in exchange for Senior Notes
will be made in New Senior Notes, and any payment made in respect of a CVR
originally issued in exchange for Senior Discount Notes will be made in New
Senior Discount Notes.

     If the closing prices of Parent common stock during 20 of any 30
consecutive trading days in the Valuation Period is greater than the Target
Price, the CVRs will automatically be extinguished.

     If payment is made in shares of Parent common stock, each such share will
be valued at $2.82 (subject to antidilution adjustments). If payment is made in
New Notes, such notes will be valued at par.


                                       14
<PAGE>

              SUMMARY SELECTED CONSOLIDATED FINANCIAL INFORMATION

     The following tables present the summary consolidated financial
information for Parent and Alamosa Delaware, respectively. The information set
forth below should be read together with "Management's Discussion and Analysis
of Financial Condition and Results of Operations" and our historical
consolidated financial statements and the notes thereto included in our 2002
Annual Reports on Form 10-K and our Quarterly Reports on Form 10-Q for the
three and six months ended June 30, 2003 and our current reports on Form 8-K
filed on September 12, 2003, which are incorporated by reference herein.


                                     PARENT
<TABLE>
<CAPTION>
                                                                                                                 FOR THE PERIOD
                                                                                                                 JULY 16, 1998
                                                                                                                  (INCEPTION)
                                                                       YEARS ENDED DECEMBER 31,                     THROUGH
                                       SIX MONTHS ENDED  ----------------------------------------------------     DECEMBER 31,
                                         JUNE 30, 2003        2002        2001(A)        2000        1999             1998
                                      ------------------ ------------- ------------- ----------- ------------    ---------------
                                                              (in thousands, except per share data)
<S>                              <C>  <C>                <C>           <C>           <C>         <C>
STATEMENT OF OPERATIONS DATA:
Operating revenues .............          $  296,502      $  555,692    $  357,139    $  82,701   $    8,984     $     --
Income (loss) from
 operations ....................  (b)         (7,588)       (371,031)     (152,326)     (68,897)     (30,672)        (958)
Net income (loss) ..............             (49,194)       (403,349)     (147,423)     (80,189)     (32,836)        (924)
Earnings (loss) per
 diluted share .................  (c)          (0.53)          (4.33)        (1.69)       (1.33)        N/A         N/A
Pro forma earnings
 (loss) per diluted share.......  (d)           N/A              N/A           N/A          N/A       ( 0.68)       (0.02)
BALANCE SHEET DATA:
Total assets ...................           1,118,047       1,172,152     1,598,408      458,650      104,492       15,674
Total long-term debt ...........             879,712         870,217       826,352      264,843       72,703          708
Total debt .....................             887,910         871,281       826,948      264,879       73,089          752
Stockholders' equity ...........              86,292         134,638       537,986      131,398       11,440       14,076
RATIO OF EARNINGS
 TO FIXED CHARGES:
Income (loss) before taxes .....             (59,442)       (470,435)     (227,864)     (80,189)     (32,836)        (924)
Fixed charges:
 Interest expense ..............              52,488         102,863        81,730       25,775        2,641           --
 Rental expense ................  (e)          5,264          10,735         8,707        2,950          618           --
 Total fixed charges ...........              57,752         113,598        90,437       28,725        3,259           --
Ratio of earnings to
 fixed charges .................               (1.03)          (4.14)        (2.52)       (2.79)      (10.08)          --
Additional earnings
 necessary for 1:1 ratio........             117,194         584,033       318,301      108,914       36,095          924

</TABLE>

                                ALAMOSA DELAWARE
<TABLE>
<CAPTION>
                                                                                                                      FOR THE PERIOD
                                                                                                                      JULY 16, 1998
                                                                          YEARS ENDED DECEMBER 31,                     (INCEPTION)
                                                            ----------------------------------------------------         THROUGH
                                          SIX MONTHS ENDED                                                             DECEMBER 31,
                                            JUNE 30, 2003        2002        2001(A)        2000        1999               1998
                                         ------------------ ------------- ------------- ----------- ------------     ---------------
                                                                            (in thousands)
<S>                                <C>   <C>                <C>           <C>           <C>         <C>              <C>
STATEMENT OF OPERATIONS DATA:
Operating revenues ...............           $  296,502      $  555,692    $  357,139    $  82,701   $    8,984         $     --
Income (loss) from
 operations ......................  (b)          (7,177)       (370,444)     (152,326)     (68,897)     (30,672)            (958)
Net income (loss) ................              (48,800)       (402,762)     (147,423)     (80,189)     (32,836)            (924)
BALANCE SHEET DATA:
Total assets .....................            1,116,767       1,170,940     1,598,408      458,650      104,492           15,674
Total long-term debt .............              879,712         870,217       826,352      264,843       72,703              708
Total debt .......................              887,910         871,281       826,948      264,879       73,089              752
Stockholder's equity .............               85,013         133,426       537,986      131,398       11,440           14,076
RATIO OF EARNINGS
 TO FIXED CHARGES:
Income (loss) before taxes .......              (59,048)       (469,848)     (227,864)     (80,189)     (32,836)            (924)
Fixed charges: ...................
 Interest expense ................               52,488         102,863        81,730       25,775        2,641               --
 Rental expense ..................  (e)           5,264          10,735         8,707        2,950          618               --
 Total fixed charges .............               57,752         113,598        90,437       28,725        3,259               --
Ratio of earnings to
 fixed charges ...................                (1.02)          (4.14)        (2.52)       (2.79)      (10.08)              --
Additional earnings
 necessary for 1:1 ratio..........              116,800         583,446       318,301      108,914       36,095              924


</TABLE>

----------
(a)  The acquisitions of three Sprint PCS Affiliates took place in the first
     quarter of 2001. These acquisitions were accounted for under the purchase
     method of accounting such that the results of operations for the acquired
     entities are included in our consolidated operating results from the date
     of acquisition.

(b)  In the third quarter of 2002, we recorded an impairment charge of $291,635
     as a result of our first annual impairment testing of goodwill as required
     by SFAS No. 142. As of December 31, 2002, the carrying value of goodwill is
     zero.

(c)  Diluted weighted average shares outstanding exclude the common shares
     issuable on the exercise of stock options because inclusion would have been
     antidilutive. Basic and diluted weighted average shares outstanding for the
     year ended December 31, 2002 and the six months ended June 30, 2003 exclude
     800,000 shares of restricted stock awarded to officers during 2000 as none
     of those shares were vested at December 31, 2002 or June 30, 2003.

(d)  Per share data for 1999 and 1998 is presented on a pro forma basis that
     gives effect to adjustments for federal and state income taxes as if
     Alamosa had been taxed as a C corporation for the year ended December 31,
     1999 and for the period from July 16, 1998 (inception) through December 31,
     1998. The presentation of pro forma net loss per share of common stock also
     reflects the February 2000 reorganization of Alamosa PCS, LLC from a
     limited liability company to a corporation as if it had occurred upon
     inception.

(e)  Rental expense amounts relate to the interest factor inherent in rental
     expense under operating leases which are primarily for tower sites and
     office or retail space. For purposes of this ratio, the portion of total
     rental expense that represents the interest factor is estimated to be 33%.


                                       15
<PAGE>

                                 RISK FACTORS

     The Restructuring Transactions (whether effectuated under the Out-of-Court
Alternative or the In-Court Alternative) involve a high degree of risk and
uncertainty. You should carefully consider the risks and uncertainties
described below as well as the other information appearing elsewhere in this
Disclosure Statement before making a decision whether to participate in the
Exchange Offers and the Consent Solicitation, and vote to accept the
Prepackaged Plan. The risks and uncertainties described below are intended to
highlight risks and uncertainties that are specific to us, but are not the only
risks and uncertainties that we face. Additional risks and uncertainties,
including those generally affecting the industry in which we operate, risks and
uncertainties that we currently deem immaterial or risks and uncertainties
generally applicable to companies that have recently undertaken transactions
such as the Restructuring Transactions, may also impair our business, the value
of your investment and our ability to pay interest on, and repay or refinance,
the New Notes or the Units.


     The information in this Disclosure Statement includes forward-looking
statements, which involve risks and uncertainties. Our actual results could
differ materially from those anticipated in these forward-looking statements as
a result of numerous factors, including those described in this section and
elsewhere in this Disclosure Statement. See "Forward-Looking Statements" on
page iii. For risk factors related solely to the In-Court Alternative, see "The
Prepackaged Plan of Reorganization--Risk Factors."


                      CONSEQUENCES OF FAILURE TO EXCHANGE


IF THE EXCHANGE OFFERS ARE COMPLETED, BOTH THE TENDERING AND NON-TENDERING
NOTEHOLDERS COULD BE ADVERSELY AFFECTED.


     Risks particular to non-tendering Noteholders

     Noteholders that do not tender will not be entitled to receive any amount
of the Exchange Consideration delivered to tendering Noteholders (except in the
event that the restructuring is effected under the In-Court Alternative in lieu
of the Out-of-Court Alternative, in which case such holders will be entitled to
receive such consideration as may be approved by the Bankruptcy Court).


     If a Noteholder does not tender and the Out-of-Court Alternative is
consummated, we may leave such unexchanged Existing Notes outstanding. With
respect to such Existing Notes not tendered, we also reserve the right, but are
under no obligation, to purchase such Existing Notes (whether pursuant to open
market purchases, negotiated transactions or otherwise and whether for
consideration similar to or different from that offered in the Exchange
Offers), defease such Existing Notes pursuant to the terms of the applicable
indenture or as otherwise agreed with the holders of such Existing Notes or to
redeem such Existing Notes in accordance with their terms, subject, however, to
any restrictions under our existing indebtedness.


     The Proposed Amendments may have adverse consequences for Noteholders that
elect not to tender their Existing Notes in the Out-of-Court Alternative
because holders of Existing Notes outstanding after the Out-of-Court
Alternative will not be entitled to the benefit of substantially all of the
restrictive covenants and certain event of default provisions presently
contained in the indentures. The elimination of these restrictive covenants and
other provisions would permit Alamosa Delaware to, among other things, incur
indebtedness, pay dividends or make other payments that would otherwise have
been restricted, and incur liens or make investments which would otherwise not
have been permitted. See "The Restructuring Transactions -- Proposed Amendments
to Existing Notes Indentures." It is possible that any such actions that
Alamosa Delaware would be permitted to take as a result of the Proposed
Amendments will adversely affect the interests of the non-tendering
Noteholders.


     To the extent Existing Notes are tendered and accepted in the Out-of-Court
Alternative, the trading market, if any, for the untendered Existing Notes
could be adversely affected.


                                       16
<PAGE>

     If Alamosa Delaware determines that it is or will be unable to, or, that
it is more advantageous or expeditious not to, complete the Restructuring
Transactions, Alamosa Delaware will consider all financial alternatives
available to it at such time, which may include implementing an alternative
restructuring arrangement outside of bankruptcy. Any reorganization that may
result could be on terms less favorable to the Noteholders than the terms of
the Out-of-Court Alternative or the In-Court Alternative. If a protracted and
non-orderly reorganization were to occur, there is a risk that the ability of
the Noteholders to recover their investments would be substantially delayed and
more impaired than under the proposed Restructuring Transactions.

     Risks Particular to Tendering Noteholders

     Noteholders who tender will receive New Notes and Units but will lose all
rights associated with the Existing Notes. The indentures for the Existing
Notes obligate us to pay Noteholders a certain amount of annual interest, which
tendering Noteholders will forfeit. Also, the Existing Notes represent
indebtedness rather than equity. As such, if we were to be liquidated, holders
of Existing Notes would be entitled to payment prior to holders of our equity.

PARENT'S COMMON STOCK COULD BE VOLATILE, INCREASING THE RISK OF LOSS TO HOLDERS
OF COMMON STOCK.

     The market price of the Parent's common stock could be subject to
significant fluctuations in response to various factors and events including
the depth and liquidity of the trading market for the common stock and
variations in our operating results. In addition, the stock market in general,
and the telecommunications sector specifically, in recent years has experienced
broad price and volume fluctuations that have often been unrelated to the
operating performance of the constituent companies. Broad market fluctuations
may also adversely affect the market price of Parent's common stock.

IF NOT ENOUGH HOLDERS TENDER THEIR EXISTING NOTES AND, AS A RESULT, WE DO NOT
SUCCESSFULLY CONSUMMATE THE RESTRUCTURING TRANSACTIONS, WE MAY NOT BE ABLE TO
PAY THE AMOUNTS DUE ON OUR OUTSTANDING DEBTS AS THEY MATURE, AND OUR FINANCIAL
CONDITION WOULD BE NEGATIVELY AFFECTED.

     Under our current highly-leveraged capital structure, we may not be able
to pay the amounts due on certain of our outstanding debts as they mature, and
our failure to make such payments would constitute a default under the terms of
the applicable agreements and indentures governing our indebtedness. A default
under the terms of these agreements and indentures would trigger cross-default
provisions in other agreements and accelerate our payment obligations under our
outstanding debt. There are certain conditions to the consummation of the
Restructuring Transactions under the Out-of-Court Alternative, including the
completion of the Exchange Offers. The completion of the Exchange Offers is
subject to certain conditions, any of which we may waive, including the
condition that at least 97% of the outstanding aggregate principal amount of
each series of the Existing Notes are validly tendered, accepted and not
withdrawn, and the other Restructuring Transactions are consummated. If we do
not consummate the Restructuring Transactions, we will likely consider other
alternatives to adjust our capital structure, which may include seeking
protection under Chapter 11 of the Bankruptcy Code. The expenses of any such
case would reduce the assets available for payment or distribution to our
creditors, including holders of the Existing Notes. In addition, we believe
that the filing by us or against us of a bankruptcy petition would not increase
the amount of any payment or distribution that holders of the Existing Notes
would receive, could reduce such amount, and in any event would delay receipt
of any such payment or distribution by such holders.

A LONG AND PROTRACTED RESTRUCTURING COULD ADVERSELY AFFECT OUR BUSINESS.

     If not enough holders tender their Existing Notes and, as a result, we do
not successfully consummate the Restructuring Transactions, we will be required
to consider other restructuring alternatives, including possibly seeking
protection under Chapter 11 of the Bankruptcy Code. Any such alternatives may
take substantially longer to consummate than the Restructuring Transactions. A
protracted restructuring could disrupt our business and could divert the
attention of our management from operation of our business and implementation
of our business plan. The uncertainty surrounding a prolonged restructuring
could also have other adverse effects on us. For example, it could adversely
affect:


                                       17
<PAGE>

     o    our ability to raise additional capital;

     o    our ability to capitalize on business opportunities and react to
          competitive pressures;

     o    our ability to attract and retain key employees;

     o    our liquidity;

     o    our relationships with key suppliers;

     o    our ability to enter into long-term contracts with customers;

     o    how our business is viewed by regulators, investors, lenders or credit
          rating agencies;

     o    the amount of collateral required in the transaction of our business;
          and

     o    our enterprise value.

     If we determine that we are unable to, or, that it is more advantageous or
expeditious not to complete the Restructuring Transactions, we will consider
all financial alternatives available to us at such time, which may include
implementing an alternative restructuring arrangement outside of bankruptcy.
Any reorganization that may result could be on terms less favorable to the
Noteholders than the terms of the Out-of-Court Alternative or the In-Court
Alternative. If a protracted and non-orderly reorganization were to occur,
there is a risk that the ability of the Noteholders to recover their
investments would be substantially delayed and more impaired than under the
Out-of-Court Alternative or the In-Court Alternative.

ISSUANCE OF SHARES OF PARENT COMMON STOCK UPON CONVERSION OF THE PREFERRED
STOCK WILL DILUTE THE COMMON STOCK.

     If the Restructuring Transactions are consummated, the Preferred Stock
issued as part of the Restructuring Transactions, upon conversion, will
represent 35% of Parent's outstanding common stock on a fully-diluted basis and
will result in dilution of the equity interests of the holders of Parent common
stock. There can be no assurance that we will not need to issue additional
equity securities in the future in order to execute our business plan if we do
not achieve our projected results or for other reasons, which could lead to
further dilution to holders of the common stock.

THE LIQUIDITY OF ANY TRADING MARKET THAT CURRENTLY EXISTS FOR THE EXISTING
NOTES MAY BE ADVERSELY AFFECTED BY THE EXCHANGE OFFERS AND HOLDERS OF EXISTING
NOTES WHO FAIL TO EXCHANGE THEIR EXISTING NOTES IN THE EXCHANGE OFFERS MAY FIND
IT MORE DIFFICULT TO SELL THEIR EXISTING NOTES.

     There is currently a limited trading market for the Existing Notes. To the
extent that the Existing Notes are tendered and accepted for exchange in the
Exchange Offers, the trading market for the remaining Existing Notes will be
even more limited or may cease altogether. Specifically, we expect that the
trading market for the Existing Notes will become illiquid and unless the
Minimum Tender Condition is waived, at least 97% of the aggregate principal
amount of each series of the Existing Notes will have been exchanged in order
for the Exchange Offers to have occurred. A debt security with a smaller
outstanding aggregate principal amount or "float" may command a lower price
than would a comparable debt security with a larger float. Therefore, the
market price for the unexchanged Existing Notes may be adversely affected to
the extent that the principal amount of Existing Notes exchanged in the
Exchange Offers reduces the float. The reduced float may also tend to make the
trading prices of the Existing Notes more volatile.

ADVERSE TREATMENT OF CANCELLATION OF DEBT INCOME AND NET OPERATING LOSSES MAY
ADVERSELY IMPACT OUR FINANCIAL POSITION.

     We will realize cancellation of debt ("COD") income as a result of the
Restructuring Transactions. Under the Out-of-Court Alternative, we will
recognize this income for income tax purposes. We believe that we will have
sufficient consolidated net operating losses and net operating loss carryovers
("NOLs") available for federal income tax purposes to offset all of this income
(but we may incur some federal alternative minimum tax and state income tax
liability). Nevertheless, whether we will have sufficient NOLs to fully offset
the COD income recognized will depend upon a


                                       18
<PAGE>

number of factors. Accordingly, no assurances can be given that we will have
sufficient NOLs available to offset all of the COD income that will be
recognized in the Restructuring Transactions under the Out-of-Court
Alternative. If it were determined that the Company's consolidated NOLs were
significantly less than the amount estimated, the Company could have a greater
income tax liability as a result of the Out-of-Court Alternative.

     If we consummate the In-Court Alternative, we will not be required to
include any COD income that we realize as a result of the Restructuring
Transactions in our taxable income. Accordingly, we will not be liable for any
federal alternative minimum tax or state income tax as a result of the realized
COD income. However, Alamosa Delaware will generally be required to reduce
certain of its tax attributes, including NOLs, by the amount of COD income so
excluded and, to the extent the excluded COD income exceeds Alamosa Delaware's
tax attributes, the Company will be required to reduce its consolidated tax
attributes. Based on the Company's current projections, it does not expect that
such attribute reduction would have a material adverse effect on the Company's
future tax liability. Since the Company cannot guarantee future results,
however, there can be no assurance that this will be the case.

     We believe that the Company is likely to undergo an "ownership change" for
United States federal income tax purposes as a result of the issuance of the
Preferred Stock as part of either the Out-of-Court Alternative or the In-Court
Alternative. If such ownership change occurs, our ability to utilize any
consolidated NOLs that remain after the Out-of-Court Alternative will be
subject to an annual limitation (the "Annual Section 382 Limitation").

     If an ownership change occurs and we consummate the In-Court Alternative,
the Company may be entitled to a bankruptcy exception to the Annual Section 382
Limitation. If this bankruptcy exception applies, rather than being subject to
the Annual Section 382 Limitation, our pre-ownership change consolidated NOLs
could be reduced by any interest deductions taken by Alamosa Delaware with
respect to the portion of the Existing Notes exchanged for Preferred Stock
during the taxable year in which the consummation of the Prepackaged Plan
occurs and in the three preceding taxable years. If we consummate the In-Court
Alternative and the Company does not qualify for the bankruptcy exception or
elects out of such exception, our pre-ownership change consolidated NOLs would
be subject to limitation pursuant to a special rule under Section 382. Under
this special rule, the amount of such consolidated NOLs that would be available
to offset future taxable income under the In-Court Alternative generally would
be greater than under the Out-of-Court Alternative.

     As a result of the Restructuring Transactions, whether pursuant to the
Out-of-Court Alternative or In-Court Alternative and whether the bankruptcy
exception applies or not, we believe that our ability to utilize our
consolidated NOLs to offset future taxable income will be materially affected.
Nevertheless, we do not believe that the application of Section 382 will have a
material adverse effect on our financial position.


                       RISKS OF THE NEW NOTES AND UNITS

AS A HOLDING COMPANY, WE DEPEND ON DIVIDENDS FROM OUR SUBSIDIARIES AND OUR
SUBSIDIARIES ARE SUBJECT TO RESTRICTIONS ON THEIR ABILITY TO PAY DIVIDENDS.

     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 New 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 New 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 which 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,


                                       19
<PAGE>

Citibank, as administrative agent and collateral agent, could foreclose on the
collateral (including our pledged assets) regardless of whether there exists
any default with respect to the New 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 subsidiaries' assets
will be available to pay obligations on the New 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 Secured Credit Facility
may prohibit us and the guarantors of the New Notes from paying the New Notes
or the guarantees of the New Notes. Our agreements with Sprint 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
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.

HOLDERS OF THE NEW NOTES AND UNITS MAY NOT BE ABLE TO SELL THEIR SECURITIES
WHEN THEY WANT AND, IF THEY DO, THEY MAY NOT BE ABLE TO RECEIVE THE PRICE THEY
WANT.

     Because the Exchange Offers will be the first issuance of the New Notes
and Units, there has previously been no trading market for the securities you
will receive in the Exchange Offers. The New Notes and Units will not be listed
for trading on any national securities exchange or authorized to be quoted in
any inter-dealer quotation system of any national securities association and we
do not intend to apply for any such listing or quotation. We do not know the
extent to which investor interest will lead to the development of a trading
market for the New Notes and Units or how liquid any such market might be.
Moreover, the liquidity of any market for the securities will also depend upon
the number of holders of the New Notes and Units, our financial performance,
the market for similar securities and the interest of securities dealers in
making a market in the securities. We cannot assure Noteholders that an active
trading market will develop or, if it does, at what prices the New Notes or
Units may trade. Therefore, Noteholders may not be able to sell the securities
when they want and, if they do, they may not be able to receive the price they
want.

IF HOLDERS OF THE EXISTING NOTES HAVE CLAIMS AGAINST ALAMOSA RESULTING FROM
THEIR ACQUISITION OR OWNERSHIP OF EXISTING NOTES, THEY WILL GIVE UP THOSE
CLAIMS IF THEY EXCHANGE THEIR EXISTING NOTES.

     By tendering the Existing Notes in the Exchange Offers, holders of the
Existing Notes will be deemed to have released and waived any and all claims
they, their successors and their assigns have or may have had against

     o    Parent, Alamosa Delaware, their subsidiaries, their affiliates and
          their stockholders, and

     o    the directors, officers, employees, attorneys, accountants, advisors,
          agents and representatives, in each case whether current or former, of
          Parent, Alamosa Delaware, their subsidiaries, their affiliates and
          their stockholders,

arising from, related to, or in connection with, their acquisition or ownership
of the Existing Notes, whether those claims arise under federal or state
securities laws or otherwise. Because it is not possible to estimate the
likelihood of their success in pursuing these legal claims or the magnitude of
any recovery to which they ultimately might be entitled, it is possible that
the consideration Noteholders receive in the Exchange Offers will have a value
less than the value of the legal claims Noteholders are relinquishing.
Moreover, holders who do not tender their Existing Notes for exchange and
former holders who have already sold their Existing Notes will continue to have
the right to prosecute their claims against Parent and/or Alamosa Delaware.

IF THE RESTRUCTURING TRANSACTIONS ARE CONSUMMATED THROUGH THE OUT-OF-COURT
ALTERNATIVE, CONSIDERATION PAID TO NOTEHOLDERS IN THE EXCHANGE OFFERS COULD BE
SUBJECT TO AVOIDANCE AS A PREFERENTIAL TRANSFER.

     If Parent and/or Alamosa Delaware were to become a debtor in a case under
the Bankruptcy Code, within 90 days after the consummation of the Exchange
Offers (or, with respect to any insiders specified in the Bankruptcy Code,
within one year after consummation of the Exchange Offers) and


                                       20
<PAGE>

certain other conditions are met, the consideration paid to Noteholders in the
Exchange Offers, absent one of the Bankruptcy Code defenses to avoidance, could
be subject to avoidance as a preferential transfer and, to the extent avoided,
the value of such consideration could be recovered from such Noteholders and
possibly from subsequent transferees.

IF ANY PORTION OF THE PAYMENT AMOUNT RECEIVED AT MATURITY OF THE CVRS IS PAID
IN THE FORM OF NEW NOTES (THE "CVR NOTES"), AND SUCH CVR NOTES ARE NOT TREATED
AS PART OF THE SAME ISSUE AS THE NEW NOTES ISSUED PURSUANT TO THE EXCHANGE
OFFERS, THE CVR NOTES AND NEW NOTES MAY NOT BE FUNGIBLE FROM A UNITED STATES
FEDERAL INCOME TAX PERSPECTIVE.

     If the CVR Notes are not treated as part of the same issue as the New
Notes for United States federal income tax purposes, the issue price of such
CVR Notes likely will differ from the adjusted issue price of the New Notes,
and therefore, the computation of original issue discount also will differ.
Consequently, there is a risk that the CVR Notes and New Notes, although having
identical legal and economic terms, will not be fungible from a United States
federal income tax perspective.

            RISKS RELATING TO OUR BUSINESS, STRATEGY AND OPERATIONS

IF WE RECEIVE LESS REVENUES OR INCUR MORE FEES THAN WE ANTICIPATE FOR PCS
ROAMING FROM SPRINT, OUR RESULTS OF OPERATIONS MAY BE NEGATIVELY AFFECTED.

     We are paid a fee from Sprint or a Sprint PCS Affiliate for every minute
that Our Customers use our portion of the PCS network of Sprint. A "Sprint PCS
Affiliate" is any entity whose sole or predominant business is operating
(directly or through one or more subsidiaries) a personal communications
service business pursuant to arrangements with Sprint Spectrum L.P. and/or its
affiliates, or their successors, similar to the Sprint Agreements. Similarly,
we pay a fee to Sprint for every minute that Our Customers use the PCS network
of Sprint outside our territories. Our Customers may spend more time in other
PCS coverage areas than we anticipate, and wireless customers from outside our
territories may spend less time in our territories or may use our services less
than we anticipate. This rate was 20 cents per minute in 2000. The rate
declined to 15 cents per minute on June 1, 2001 and declined further to 12
cents per minute on October 1, 2001. For the entire year of 2002 the rate was
10 cents per minute. We have negotiated an agreement with Sprint whereby the
rate is set at 5.8 cents per minute through December 31, 2005. Thereafter, the
rate will be set at 90% of Sprint's retail yield. Our ratio of inbound to
outbound roaming with Sprint was approximately 1.15 to 1 in 2002 and is
expected to decline to approximately 1 to 1 over time, which would mitigate our
exposure to future changes in this rate.

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 CDMA digital technology, the digital wireless
communications technology selected by Sprint for its nationwide network. CDMA
technology may not ultimately provide all of the advantages expected by us or
Sprint. If another technology becomes the preferred industry standard, we would
be at a competitive disadvantage and competitive pressures may require Sprint
to change its digital technology, which in turn could require us to make
changes to our network at a substantial cost. We may be unable to respond to
these pressures and implement new technology on a timely basis or at an
acceptable cost.

IF WE LOSE THE RIGHT TO INSTALL OUR EQUIPMENT ON WIRELESS TOWERS OR ARE UNABLE
TO RENEW EXPIRING LEASES FOR WIRELESS TOWERS ON FAVORABLE TERMS OR AT ALL, OUR
BUSINESS AND RESULTS OF OPERATIONS COULD BE ADVERSELY IMPACTED.

     Substantially all of our base stations are installed on leased tower
facilities that are shared with one or more other wireless service providers.
In addition, a large portion of these leased tower sites are owned by a few
tower companies. If a master agreement with one of these tower companies were
to terminate, or if one of these tower companies were unable to support the use
of its tower sites by us, we would have to find new sites or may be required to
rebuild the affected portion of our network. In addition, the concentration of
our tower leases with a limited number of tower companies could


                                       21
<PAGE>

adversely affect our results of operations and financial condition if any of
our PCS operating subsidiaries is unable to renew its expiring leases with
these tower companies on favorable terms or at all. If any of the tower leasing
companies that we do business with should experience severe financial
difficulties, or file for bankruptcy protection, our ability to use our towers
could be adversely affected. That, in turn, would adversely affect our revenues
and financial condition if a material number of towers were involved.


                       RISKS RELATED TO OUR INDEBTEDNESS

OUR SUBSTANTIAL LEVERAGE COULD ADVERSELY AFFECT OUR FINANCIAL HEALTH.

     We are highly leveraged. As of June 30, 2003, our total outstanding debt,
including capital lease obligations and excluding unused commitments made by
lenders, was approximately $887.9 million. As of that date, such total long-term
indebtedness represents approximately 91% 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 13 5/8% Senior 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 with respect to
          any of our borrowings 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.


     Our 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, for the 12 1/2% Senior Notes and for the 13 5/8% Senior
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
price of our common stock.


WE WILL REMAIN HIGHLY LEVERAGED FOLLOWING THE RESTRUCTURING TRANSACTION.

     Even if we complete the Restructuring Transactions, including the Exchange
Offers, we will continue to have substantial indebtedness which adversely
affects our financial condition. Our outstanding debt, including capital lease
obligations and excluding unused commitments made by lenders, and as adjusted
to give effect to the Restructuring Transactions will total $647.7 million. The
Preferred Stock issued in the Exchange Offer will have a mandatory redemption
feature requiring us to redeem any Preferred Stock that has not been converted
to Parent common stock in 2013. We will also have significant principal
payments under the New Notes coming due in the next several years. Our ability
to generate sufficient funds to make payments due on the New Notes will depend
on actual results being in line with financial projections that are based on
assumptions which we believe are reasonable but contain significant
uncertainties and are subject to general economic and competitive conditions
which may be beyond our control.


                                       22
<PAGE>

IF WE DEFAULT UNDER THE SENIOR SECURED CREDIT FACILITY, THE LENDERS MAY DECLARE
THE DEBT IMMEDIATELY DUE AND SPRINT 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 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" (as described below) 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 purchases these obligations from the lenders,
Sprint'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. If Sprint does not exercise
either of these options, the lenders under the Senior Secured Credit Facility
may foreclose on and sell the assets securing the facility to third parties. In
addition, if Sprint provides notice to the lenders under the Senior Secured
Credit Facility that we are in breach of our management agreements with Sprint
and, as a result, our obligations under the Senior Secured Credit Facility are
accelerated and Sprint does not elect to operate our business, the lenders
under the Senior Secured Credit Facility may designate a third party to operate
our business. The occurrence of any of these events would be expected to have a
significant negative effect on the value of our stock.


                 RISKS RELATED TO OUR RELATIONSHIP WITH SPRINT

IF WE MATERIALLY BREACH OUR MANAGEMENT AGREEMENTS WITH SPRINT, AND AN
ACCELERATION IS DECLARED UNDER THE SENIOR SECURED CREDIT FACILITY, SPRINT MAY
HAVE THE RIGHT TO PURCHASE OUR OPERATING ASSETS AT A DISCOUNT TO MARKET VALUE.

     Our affiliation agreements with Sprint require that we provide network
coverage to a minimum network coverage area within specified time frames and
that we meet Sprint's technical and customer service requirements. As of
December 31, 2002, we have substantially completed the network build-out
requirements required by Sprint. We may amend our agreements with Sprint in the
future to expand this network coverage. A failure by us to meet the expanded
build-out requirements for any one of the individual markets in our territories
or to meet Sprint's technical or customer service requirements contained in the
affiliation agreements would constitute a material breach of the relevant
agreement, which could lead to its termination. Our affiliation agreements
provide that upon the occurrence of an event of termination, Sprint has the
right to purchase our operating assets without further stockholder approval and
for a price equal to 72% of our "entire business value." If our "entire
business value" is to be determined, Sprint and Alamosa 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 and/or assumptions:

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

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

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


                                       23
<PAGE>

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

     Sprint'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 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. Accordingly, Sprint may
foreclose on 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. Alternatively, Sprint 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.

SPRINT MAY MAKE DECISIONS THAT COULD INCREASE OUR EXPENSES AND/OR OUR CAPITAL
EXPENDITURE REQUIREMENTS, REDUCE OUR REVENUES OR MAKE OUR AFFILIATE
RELATIONSHIPS WITH SPRINT LESS COMPETITIVE.

     Sprint, under our affiliation agreements, has a substantial amount of
control over factors which significantly affect the conduct of our business.
Accordingly, up to newly established limits, Sprint may make decisions that
adversely affect our business, such as the following:

     o    Sprint prices its national plans based on its own objectives and could
          set price levels or change other characteristics of its plans in a way
          that may not be economically sufficient for our business; and

     o    Sprint 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
          building out that area itself or assigning it to another Sprint PCS
          Affiliate.

OUR ABILITY TO CONDUCT OUR BUSINESS WOULD BE SEVERELY RESTRICTED IF SPRINT
TERMINATES OR REFUSES TO RENEW OUR AFFILIATION AGREEMENTS.

     Our relationship with Sprint is governed by our affiliation agreements
with Sprint. 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 may be able to terminate our affiliation agreements
if we materially breach the terms of the agreements. These terms include
operational and network requirements that are extremely technical and detailed
and apply to each retail store, cell site and switch site. Many of these
operational and network requirements can be changed by Sprint with little
notice. As a result, we may not always be in compliance with all requirements
of the Sprint agreements. Sprint conducts periodic audits of compliance with
various aspects of its program guidelines and identifies issues it believes
need to be addressed. There may be substantial costs associated with remedying
any non-compliance, and such costs may adversely affect our operating results
and cash flow. If Sprint terminates or refuses to renew the affiliation
agreements, we may not continue to be a part of the PCS network of Sprint and
we would have extreme difficulty conducting our business.

CERTAIN PROVISIONS OF OUR AFFILIATION AGREEMENTS WITH SPRINT MAY DIMINISH OUR
VALUE AND RESTRICT THE SALE OF OUR BUSINESS.

     Under specific circumstances and without further stockholder approval,
Sprint may purchase our operating assets or capital stock at a discount. In
addition, Sprint must approve any change of control of our ownership and must
consent to any assignment by us of our affiliation agreements. Sprint 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 our operating assets to
competitors of Sprint. These restrictions, and other restrictions contained in
these affiliation agreements with Sprint, may limit our ability to sell our
business, may reduce the value a


                                       24
<PAGE>

buyer would be willing to pay for our business and may reduce our "entire
business value," each of which could adversely affect the market price of our
common stock.

PROBLEMS EXPERIENCED BY SPRINT WITH ITS INTERNAL SUPPORT SYSTEMS COULD LEAD TO
CUSTOMER DISSATISFACTION OR INCREASE OUR COSTS.

     We rely on Sprint's internal support systems, including customer care,
billing and back office support. As Sprint 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 will be able to
successfully add system capacity or that its internal support systems will be
adequate. It is likely that problems with Sprint'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 customers; and

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

     Should Sprint fail to deliver timely and accurate information, this may
lead to adverse short-term decisions and inaccurate assumptions in our business
plan. It could also adversely affect our cash flow because Sprint collects our
receivables and sends us a net amount that is based on the financial
information it produces for us.

IF SPRINT DOES NOT SUCCEED, OR IF WE DO NOT MAINTAIN A GOOD RELATIONSHIP WITH
SPRINT, OUR BUSINESS MAY NOT SUCCEED.

     If Sprint has a significant disruption to its business plan or network,
fails to operate its business in an efficient manner, or suffers a weakening of
its brand name, our operations and profitability would likely be negatively
impacted.

     If Sprint should have significant financial problems, including
bankruptcy, our PCS business would suffer material adverse consequences which
could include termination or revision of our Sprint agreements. We currently
have no reason to believe that Sprint will have significant financial problems,
including bankruptcy.

IF OTHER SPRINT PCS AFFILIATES HAVE FINANCIAL DIFFICULTIES, THE PCS NETWORK OF
SPRINT COULD BE DISRUPTED.

     The national PCS network of Sprint is a combination of networks. The large
metropolitan areas are owned and operated by Sprint, and the areas in between
them are owned and operated by Sprint PCS Affiliates, all of which are
independent companies like we are. We believe that most, if not all, of these
companies have incurred substantial debt to pay the large cost of building out
their networks. If other Sprint PCS Affiliates experience financial
difficulties, the PCS network of Sprint could be disrupted in the territories
of those Sprint PCS Affiliates. If the Sprint agreements of those partners are
like ours, Sprint would have the right to step in and operate the affected
territory. Of course this right could be delayed or hindered by legal
proceedings, including any bankruptcy proceeding related to the affected Sprint
PCS Affiliate. One Sprint PCS Affiliate recently declared bankruptcy, alleging
that Sprint breached its agreements with the Sprint PCS Affiliate. Material
disruptions in the Sprint PCS network would have a material adverse effect on
our ability to attract and retain Our Customers.

     In addition, under the Sprint Amendments, we have agreed to modify the
manner in which Sprint collects and pays us for Sprint PCS travel revenues for
each minute that Sprint PCS customers based outside Alamosa's territory use
Alamosa's portion of the Sprint PCS network. In particular, Sprint will now pay
us 92% of net billed revenue, less allocated actual bad debt for billed revenue
instead of 92% of collected revenue. Therefore, if the Sprint PCS Affiliates
should have significant financial problems, our business, including our ability
to collect roaming revenues, could suffer adverse consequences.


                                       25
<PAGE>

        RISKS RELATED TO THE WIRELESS PERSONAL COMMUNICATIONS INDUSTRY

CONCERNS OVER HEALTH RISKS POSED BY THE USE OF WIRELESS HANDSETS MAY REDUCE THE
CONSUMER DEMAND FOR OUR SERVICES.

     Media reports have suggested that radio frequency emissions from wireless
handsets may:

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

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

     o    cause explosions if used while fueling an automobile.

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

WE MAY CONTINUE TO EXPERIENCE A HIGH RATE OF SUBSCRIBER TURNOVER, WHICH WOULD
ADVERSELY AFFECT OUR FINANCIAL PERFORMANCE.

     The wireless personal communications services industry in general, and
Sprint and its Sprint PCS Affiliates in particular, have experienced a higher
rate of subscriber turnover, commonly known as churn, as compared to cellular
industry averages. This churn rate has been driven higher over the past year
due to the NDASL and Clear Pay programs and the removal of deposit requirements
as described elsewhere in this report. Our business plan assumes that churn
will decline over the course of fiscal 2003. Due to significant competition in
our industry and general economic conditions, among other things, this decline
may not occur and our future rate of subscriber turnover may be higher than our
historical rate. Factors that may contribute to higher churn include:

     o    the inability or unwillingness of subscribers to pay, which results in
          involuntary deactivations, which accounted for over 50% of our
          deactivations in the year ended December 31, 2002;

     o    subscriber mix and credit class, particularly sub-prime credit
          subscribers which accounted for over 40% of our gross subscriber
          additions for the year ended December 31, 2002 and account for
          approximately 28% of our subscriber base as of December 31, 2002;

     o    the attractiveness of our competitors' products, services and pricing;

     o    network performance and coverage relative to our competitors;

     o    customer service;

     o    any increased prices for services in the future; and

     o    any future changes by us in the products and services we offer,
          especially to the Clear Pay program.

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

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 may be subject to varying degrees of
regulation by the Federal Communications Commission (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'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.


                                       26
<PAGE>

                                 THE COMPANIES


     We are the largest Sprint PCS Affiliate in terms of subscribers and
revenues. We have the exclusive right to provide wireless mobility
communications network services under the Sprint brand name in a territory
encompassing over 15.8 million residents primarily located in Texas, New
Mexico, Arizona, Colorado, Wisconsin, Illinois, Oklahoma, Kansas, Missouri,
Washington and Oregon. For the year ended December 31, 2002, we generated
approximately $555.7 million in revenue and ended the period with approximately
622,000 Alamosa Customers. Our net loss for the year ended December 31, 2002
was $403.3 million after a charge for impairment of intangible assets of $291.6
million.

     We launched Sprint wireless services in Laredo, Texas, in June 1999, and
through December 31, 2002, have commenced service in 87 additional basic
trading areas, including markets in territories serviced by companies that we
acquired in 2001. At December 31, 2002, our systems covered approximately 11.8
million residents out of 15.8 million total residents in those markets. We have
substantially completed the network buildout requirements required by Sprint.
The number of residents covered by our system does not represent the number of
wireless subscribers that we expect to serve in our territories.

     Sprint is a wholly owned tracking group of Sprint Corporation and operates
the largest 100% digital, 100% PCS nationwide wireless network in the United
States with licenses to provide services to an area consisting of more than 280
million residents in the United States, Puerto Rico and the U.S. Virgin
Islands. We are the largest Sprint PCS Affiliate based on subscribers and
revenues, and our territories adjoin several major PCS markets. The build-out
of our territories has significantly extended Sprint wireless coverage in the
Southwestern, Northwestern and Midwestern United States of America.

     Our principal executive offices are located at 5225 South Loop 289,
Lubbock, Texas 79424 , and our telephone number is (806) 722-1100.


                                       27
<PAGE>

                                CAPITALIZATION


     The table below sets forth the following information:

     o    Parent's capitalization, without giving effect to the Restructuring
          Transactions, as of June 30, 2003; and

     o    Parent's estimated capitalization as of June 30, 2003, as adjusted to
          give effect to the Restructuring Transactions, including the Exchange
          Offers, as if such transactions had occurred on June 30, 2003
          (assuming, first, that 100% of the aggregate principal amount of each
          series of the Existing Notes are validly exchanged through the
          Restructuring Transaction).

     These tables have been included to provide additional information
regarding the anticipated impact of the Restructuring Transactions if effected
through the Out-of-Court Alternative on our capitalization. The information
presented below should be read in conjunction with "Summary Selected
Consolidated Financial Information" included elsewhere in this Disclosure
Statement. The adjustments below reflect the effect of the Restructuring
Transactions as of June 30, 2003. The five year projections included in Annex A
to this Disclosure Statement reflect the effect of the Restructuring
Transactions with an assumed transaction date of October 31, 2003.


          PRO FORMA CAPITALIZATION UNDER CONTEMPLATED EXCHANGE OFFERS
                                ($ IN MILLIONS)


<TABLE>
<CAPTION>
                                                              ACTUAL                            AS ADJUSTED
                                                          JUNE 30, 2003       ADJUSTMENTS      JUNE 30, 2003
                                                         --------------- -------------------- --------------
<S>                                                      <C>             <C>                  <C>
Cash & Equivalents (Including Restricted Cash) .........    $   98.7       $      (32.7)(a)     $   66.0
                                                            ========       ============         ========
Senior Secured Revolver ................................          --                 --               --
Senior Secured Term Loan ...............................       200.0                 --            200.0
Capital Leases .........................................         1.7                 --              1.7
New 12.000% Senior Discount Notes due 2009 .............          --              186.0 (b)        186.0
New 11.000% Senior Notes due 2010 ......................          --              260.0 (b)        260.0
12.875% Senior Discount Notes ..........................       286.2             (286.2)              --
12.500% Senior Notes ...................................       250.0             (250.0)              --
13.625% Senior Notes ...................................       150.0             (150.0)              --
                                                            --------      -------------         --------
 Total Debt ............................................       887.9             (240.2)           647.7
New Series B Convertible Preferred Stock ...............          --              168.8 (c)        168.8
Stockholders' Equity ...................................        86.3              (72.9)(d)         13.4
                                                            --------      -------------         --------
 Total Capitalization ..................................    $  974.2       $     (144.3)        $  829.9
                                                            ========      =============         ========
</TABLE>

------------
(a)  Represents payment of accrued interest of $7.7 million on the 13.625%
     Senior Notes and $13.0 million on the 12.500% Senior Notes as well as $12.0
     million in estimated transaction costs.

(b)  The New Notes will be recorded at fair value on the transaction date.
     Stated value is assumed to be equal to fair value for purposes of
     Adjustments.

(c)  The Preferred Stock will be recorded at fair value on the transaction date.
     Stated value of $171.6 million is assumed to be equal to fair value in the
     Adjustment. Additionally, a reduction of $2.8 million in estimated
     allocated transaction costs is reflected in the Adjustment.

(d)  The Adjustment represents an estimated deferred income tax charge of $72.9
     million in connection with the increase of the valuation allowance against
     the Company's deferred tax asset related to net operating loss
     carryforwards which will expire unused due to limitations imposed after the
     Exchange Offer. The extinguished portion of the 12.875% Senior Discount
     Notes, the 12.500% Senior Notes and the 13.625% Senior Notes of
     approximately $61.4 million net of allocated transaction costs of
     approximately $7.2 million will be recorded as a deferred liability that
     will be amortized against future interest expense on the New Senior Notes.


                                       28
<PAGE>

                         THE RESTRUCTURING TRANSACTIONS

     In March of 2003, due to continued competitive concerns in the wireless
telecommunication sector and reduced expectations for near term industry
consolidation, our management developed financial projections referred to
herein as the "Trended Projections." The Trended Projections determined the
effect on the Company's financial position and forecasts for future periods if
trends in two areas were to continue, primarily due to the lack of industry
consolidation, those being trends toward lower subscriber addition rates and
lower average revenue per customer (ARPU). The Trended Projections showed that
the Company would not generate sufficient cash flow to service outstanding
indebtendness including the amortization requirements of our Senior Secured
Credit Facility and would result in failing to meet certain financial covenants
under the Senior Secured Credit Facility. While management could not predict
whether these trends would continue, it was considered prudent to retain
advisors to assist in the evaluation and determination of whether a plan could
be prepared to allow the Company to withstand the impact of the trends should
they continue.

HISTORY OF THE NEGOTIATIONS WITH NOTEHOLDER COMMITTEE

     While the Trended Projections were not considered by management as the
most likely view of the future and they were not adopted by our Boards of
Directors as the Company's business plan, Alamosa began exploring alternatives
to refinance or restructure its indebtedness. In March 2003, Alamosa retained
UBS Securities LLC ("UBS") as its financial advisor to help evaluate its
financial situation and formulate a restructuring plan. Early in April 2003,
Alamosa and its advisors held preliminary meetings with the agent banks under
Alamosa's Senior Secured Credit Facility (the "Bank Agents") to inform them of
the Trended Projections and Alamosa's desire to effect a restructuring
transaction that would include modifications to their Senior Secured Credit
Facility. The Bank Agents indicated they would be supportive of a restructuring
transaction only if it included certain modifications to Alamosa's agreements
with Sprint PCS.

     In April 2003, Alamosa contacted representatives of an ad hoc committee of
holders of the Existing Notes who represent approximately 45% of the Existing
Notes (the "Noteholder Committee"). The Noteholder Committee retained Chanin
Capital Partners LLC as financial advisors and Paul, Weiss, Rifkind, Wharton &
Garrison LLP as legal advisors (collectively, the "Noteholder Committee
Advisors"). Alamosa subsequently negotiated confidentiality agreements with the
Noteholder Committee Advisors in order to share confidential information with
the Noteholder Committee Advisors. Alamosa, with the approval of the Board of
Directors of Parent, also agreed to pay the fees of the Noteholder Committee
Advisors. Thereafter, Alamosa engaged in discussions with the Noteholder
Committee Advisors and provided them with confidential information, including
the Trended Projections, with a view to discussing with the Noteholder
Committee Advisors the potential terms of a consensual restructuring
transaction with the Noteholder Committee. The Noteholder Committee Advisors
stressed that they believed that no consensual restructuring transaction could
be reached without Alamosa achieving significant cost savings from
renegotiating the Sprint Agreements. After several weeks of negotiations,
Alamosa and the Noteholder Committee Advisors settled upon a term sheet that
they believed would be acceptable to at least some, if not all, of the
Noteholders as part of a consensual restructuring. The Board of Directors of
Parent, based upon their own review and upon the recommendation of the Finance
Committee of the Board, approved the terms of this initial term sheet.

     In July 2003, certain of the Noteholders on the Noteholder Committee
representing approximately 18% of the outstanding principal amount of the
Existing Notes executed confidentiality agreements with Alamosa (the
"Restricted Noteholders"). The Restricted Noteholders who are all sophisticated
financial parties familiar with complex restructuring negotiations received
term sheets reflecting the tentative restructuring proposal negotiated by
Alamosa and the Noteholder Committee Advisors and due diligence materials,
including the Trended Projections. After further negotiations with the
Restricted Noteholders and with the continued involvement and assistance of the
Noteholder Committee Advisors, on or about July 29, 2003, Alamosa reached an
understanding with the Restricted Noteholders as to the principal terms of a
consensual restructuring which are reflected in these Exchange Offers. The
Parent's Board of Directors, on August 5, 2003, authorized management to pursue
these Exchange Offers reflecting the preliminary understanding reached with the
Restricted


                                       29
<PAGE>

Noteholders contingent upon the negotiation of the Sprint Amendments and Bank
Amendments discussed below. Subsequent to agreeing on the primary terms of the
restructuring, the Noteholder Committee Advisors began discussing the
Restructuring Transactions with other Noteholders, including members of the
Noteholder Committee to obtain their support for the Restructuring
Transactions. Noteholders representing approximately 45% of the outstanding
principal amount of the Existing Notes--all of whom are sophisticated financial
parties--have signed the Support Agreements described herein indicating that,
subject to the terms and conditions set forth therein, they will tender their
Existing Notes into the Exchange Offers and vote in favor of the Prepackaged
Plan on or before the tenth business day following the commencement of the
Exchange Offers. See "Description of the Exchange Offer and Plan Support
Agreement" for further information.


SPRINT AMENDMENTS

     During this same time period, Alamosa management had several meetings with
Sprint PCS regarding renegotiating the terms of the Sprint Agreements. The
parties discussed what services Alamosa would be required to purchase from
Sprint PCS and at what rates, including management agreement fees, roaming rate
fees and fees per subscriber for back office and other services. As more fully
described herein, on August 1, 2003, Alamosa and Sprint PCS entered into a
letter of intent to resolve various pricing and other disputes and to fix
certain charges under the Sprint Agreements. The letter of intent was
formulated in the Sprint Amendments. As a result, Alamosa expects to save in
excess of $15 million annually under the amended Sprint Agreements. SPRINT'S
WILLINGNESS TO ENTER INTO THE SPRINT AMENDMENTS, HOWEVER, IS CONTINGENT
UPON CERTAIN CONDITIONS, INCLUDING ALAMOSA'S SUCCESSFUL RESTRUCTURING OF THE
EXISTING NOTES AND ITS OTHER DEBT ON THE TERMS DESCRIBED IN THIS DISCLOSURE
STATEMENT AND UPON EXECUTION OF THE SETTLEMENT AGREEMENT AND MUTUAL RELEASE.

     We believe the Sprint Amendments will provide us with the following
benefits:

     o    reducing the amounts Alamosa pays for customer care, billing and other
          services (cash cost per user or "CCPU");

     o    reducing the amounts Alamosa pays for services relating to subscriber
          additions such as activations and handset logistics (cost per gross
          additions or "CPGA");

     o    fixing the inter service area fees for voice and 2G data usage until
          December 31, 2005 and the inter service area fees for 3G data usage
          until December 31, 2005;

     o    providing Alamosa with rights not to comply with certain new or
          amended program requirements and to resist the exercise by Sprint of
          certain other unilateral rights afforded to Sprint in the Sprint
          Agreements unless either Alamosa determines that the adverse financial
          impact of those new or amended program requirements or the exercise of
          those unilateral rights will not exceed certain delineated financial
          parameters or Sprint agrees to compensate Alamosa for the portion of
          the adverse financial impact that exceeds those parameters;

     o    clarifying the means by which Alamosa has access to information
          relating to business conducted by Alamosa under the Sprint Agreements,
          including call traffic carried by the service area network, the
          Alamosa Customers, and the terms and conditions of any contract,
          agreement or understanding between Sprint and any third parties that
          affects Alamosa; and

     o    providing that, subject to certain significant conditions and
          limitations, Alamosa will have the right to further amend its
          management agreements and services agreements to be the same as the
          management agreement and services agreement between Sprint and certain
          other Sprint PCS Affiliates if any of the terms of such other
          Sprint PCS Affiliate's management agreement or services agreement are
          amended on or before December 31, 2006 to be more favorable than the
          terms of Alamosa's management agreements or services agreements.

BANK AMENDMENTS

     On August 8, 2003, Alamosa met with the Bank Agents to update them on the
progress of our restructuring and to request amendments to Alamosa's Senior
Secured Credit Facility, including resetting certain covenants to account for
the Trended Projections. On August 21, 2003, Alamosa


                                       30
<PAGE>

presented a proposal to the lenders under the Senior Secured Credit Facility
outlining the terms of the restructuring and requesting the corresponding
proposed amendments to the Senior Secured Credit Facility. ON AUGUST 29, 2003,
THE REQUIRED LENDERS APPROVED THE REQUESTED AMENDMENTS TO THE SENIOR SECURED
CREDIT FACILITY, CONDITIONED UPON ALAMOSA'S SUCCESSFUL RESTRUCTURING OF ITS
EXISTING NOTES ON THE TERMS INCLUDED IN THE EXCHANGE OFFERS AND THE SPRINT
AMENDMENTS.

     We believe the Restructuring Transactions will enhance our ability to
execute our business plan and will materially improve the prospects for the
timely payment of principal and interest to our debtholders. We have structured
the New Notes and the Preferred Stock to help us conserve cash over the next
five years. During this time period we will save over $185 million in cash
interest payments and over $75 million from the amendments to the Sprint
Agreements. We believe that by the end of this period, we will generate
sufficient cash flow to service our debt.

     The amendment of the Senior Secured Credit Facility will benefit us by
adjusting the covenants in the Senior Secured Credit Facility so that if
Alamosa's actual performance follows the Trended Projections, Alamosa will
remain in covenant compliance.

     See "Description of Amendments to the Senior Secured Credit Facility" and
"Description of the Sprint Amendments" for further information.

     On August 29, 2003, the Boards of Directors of Parent and Alamosa Delaware
approved launching these Exchange Offers and amending the Senior Secured Credit
Facility, subject to final negotiation of the Sprint Amendments, the
effectiveness of each being conditioned upon each other.

     Recent Legal Proceedings

     We have been named as a defendant in a number of purported securities
class actions in the United States District Court for the Southern District of
New York, arising out of our initial public offering (the "IPO"). Various
underwriters of the IPO also are named as defendants in the actions. The action
against us is one of more than 300 related class actions which have been
consolidated and are pending in the same court. The complainants seek to
recover damages and allege, among other things, that the registration statement
and prospectus filed with the SEC for purposes of our IPO were false and
misleading because they failed to disclose that the underwriters allegedly (i)
solicited and received commissions from certain investors in exchange for
allocating to them shares of common stock in connection with the IPO, and (ii)
entered into agreements with their customers to allocate such stock to those
customers in exchange for the customers agreeing to purchase additional of our
shares in the aftermarket at pre-determined prices. On February 19, 2003, the
Court granted motions by Alamosa and 115 other issuers to dismiss the claims
under Rule 10b-5 of the Exchange Act which had been asserted against them. The
Court denied the motions by Alamosa and virtually all of the other issuers to
dismiss the claims asserted against them under section 11 of the Securities
Act. We maintain insurance coverage which may mitigate our exposure to loss in
the event that this claim is not resolved in our favor. We believe that this
claim has no basis and intend to vigorously defend the lawsuit. The ultimate
disposition of this matter is not expected to have a material adverse impact on
the Company's financial position, results of operations or liquidity.

     Our former President and COO initiated litigation against us and the
Chairman of the Company, David E. Sharbutt, in the District Court of Lubbock
County, Texas, 22nd Judicial District, alleging, among other things, wrongful
termination in connection with the unanimous decision of the board of directors
to terminate his employment. The Court entered an order compelling arbitration
and the parties are in the process of selecting an arbitration panel. We
believe that this claim is without merit and intend to vigorously defend the
lawsuit.

     Southwest Antenna and Tower, Inc. ("SWAT") asserted a claim against us in
the Second Judicial District Court, County of Bernalillo, State of New Mexico,
to recover approximately $2.0 million from the Company related to work
performed by SWAT for Roberts Wireless Communications, LLC which was acquired
by the Company in the first quarter of 2001. This claim was settled during the
second quarter of 2003.

               PROPOSED AMENDMENTS TO EXISTING NOTES INDENTURES

     The Exchange Offers will not be consummated without the receipt of
Consents from registered holders of a majority in aggregate principal amount of
the outstanding Existing Notes not owned by


                                       31
<PAGE>

Parent, Alamosa Delaware or their affiliates. The Proposed Amendments would
make the changes described below to the Existing Indentures. Parent and Alamosa
are not presently in violation of any provisions of the Existing Indentures.
See "The Exchange Offers--Conditions to the Completion of the Exchange Offer."

Article IV (Covenants)

Delete the following covenants:

     o    Section 4.02 (SEC Reports);

     o    Section 4.03 (Limitation on Debt);

     o    Section 4.04 (Limitation on Restricted Payments);

     o    Section 4.05 (Limitation on Liens);

     o    Section 4.06 (Limitation on Issuance or Sale of Capital Stock of
          Restricted Subsidiaries);

     o    Section 4.08 (Limitation on Restrictions on Distributions from
          Restricted Subsidiaries);

     o    Section 4.09 (Limitation on Transactions with Affiliates);

     o    Section 4.10 (Limitation on Layered Debt);

     o    Section 4.11 (Designation of Restricted and Unrestricted
          Subsidiaries);

     o    Section 4.12 (Limitation on Sale and Leaseback Transactions);

     o    Section 4.13 (Limitation on Company's Business); and

     o    Section 4.15 (Future Subsidiary Guarantors).

Article V (Successor Company)

     o    Section 5.01 (When Company May Merge or Transfer Assets): Delete
          subsections (c), (d), (e), (f) and (g), which provide: (c) in case of
          sale of assets, property must be transferred as an entirety to one
          person, (d) no default should occur as a result of transaction, (e)
          after transaction, company should be able to incur additional debt
          under Section 4.03, (f) delivery of officers' certificate and opinion
          of counsel, and (g) delivery of tax opinion.

Other Provisions

     o    Section 6.12 (Waiver of Stay or Extension Laws): Remove company's
          agreement to waive the benefits of any stay or extension law.

     o    Section 10.06 (Execution of Supplemental Indenture for Future
          Subsidiary Guarantor): Delete requirement that future subsidiary
          guarantors execute a supplemental indenture.

     Pursuant to the conditions of the Exchange Offers, the Proposed Amendments
will not become effective unless and until the Requisite Consents (as defined
below) have been received and the Supplemental Indentures have been executed.
By its terms, the Supplemental Indentures will be of no force and effect unless
and until Parent and Alamosa Delaware consummate the Exchange Offers. The
proper tender of Existing Notes will constitute the giving of a Consent with
respect to such Existing Notes. If the Proposed Amendments become effective,
each holder of Existing Notes will be bound by the Proposed Amendments, even
though such holder did not consent to the Proposed Amendments. See "Risk
Factors--Consequences of Failure to Exchange."

     Parent and Alamosa will promptly notify the Existing Notes Trustees of the
receipt of the Requisite Consents. Subsequent to the Consent Date, Consents
will no longer be revocable, and Parent, Alamosa Delaware and the trustees
under each of the Existing Indentures (each an "Existing Notes Trustee" and
together, the "Existing Notes Trustees") intend to execute Supplemental
Indentures to the Existing Indentures embodying the Proposed Amendments. By
their terms, the Supplemental Indentures will be of no force and effect unless
and until Parent and Alamosa Delaware consummate the Exchange Offers. The
effectiveness of the Proposed Amendments will eliminate substantially all of
the covenant protection afforded to holders of the Existing Notes by the
Existing Notes Indentures. See "The Restructuring Transaction--Proposed
Amendments to Existing Notes Indentures."


                                       32
<PAGE>

                              THE EXCHANGE OFFERS


GENERAL

     Upon the terms and conditions set forth in this Disclosure Statement, we
are offering Noteholders the opportunity to exchange New Notes and Units for
outstanding Existing Notes validly tendered and accepted as described below.

     This Disclosure Statement is being sent to all registered Noteholders. The
completion of the Exchange Offers is subject to certain conditions, any of
which we may waive, including the conditions that at least 97% of the
outstanding aggregate principal amount of each series of the Existing Notes are
validly tendered, accepted and not withdrawn, that we execute the Supplemental
Indentures, and that the other elements of the Restructuring Transactions are
consummated as set forth under "--Conditions to the Completion of the Exchange
Offers."

     Existing Notes will be deemed to have been accepted as validly tendered
if, as and when we have given oral or written notice thereof to the Exchange
Agent. DTC will receive, through its Automated Tender Offer Program ("ATOP"),
tenders from the Noteholders and will deliver the New Notes and Units to such
holders.

     A Noteholder who validly tenders Existing Notes pursuant to the Exchange
Offers will be deemed to have consented to the Proposed Amendments. No separate
consideration will be paid for such Consents. The terms of the Existing Notes
Indentures require that a majority of the aggregate principal amount of
Existing Notes outstanding not held by the Company (or any affiliate of the
Company) provide Consents to the Proposed Amendments (the "Requisite
Consents"). In order for the Supplemental Indentures providing for the Proposed
Amendments to become effective, the Requisite Consents must be delivered by the
Exchange Agent, after receipt from DTC, to the respective Existing Notes
Trustee. The respective Existing Notes Trustee, Parent and Alamosa Delaware
intend to cause the Exchange Agent to deliver the Requisite Consents with
respect to the Existing Notes to the respective Existing Notes Trustee promptly
upon receipt thereof. It is anticipated that the Supplemental Indentures
embodying the Proposed Amendments will be executed and delivered immediately
thereafter. The Supplemental Indenture, by its terms, however, will not become
effective and will have no force or effect unless and until Parent and Alamosa
Delaware consummate the Exchange Offers. Prior to the delivery of the Requisite
Consents to the respective Existing Notes Trustee, Parent and Alamosa intend to
consult with the Exchange Agent and with the respective Existing Notes Trustees
to determine whether the Exchange Agent, through DTC, or the respective
Existing Notes Trustees have received any revocations of Consents prior to the
Effective Date, whether such revocations, if any, are valid and whether the
Company has received the Requisite Consents to effect the Proposed Amendments
under the respective Existing Notes Indentures.

     Holders of Existing Notes registered in the name of a broker, dealer,
commercial bank, trust company or nominee are urged to contact such registered
holder promptly and instruct such registered holder to tender on his or her
behalf.

     We reserve the right to purchase or make offers for any Existing Notes
that remain outstanding subsequent to the Expiration Date or to redeem the
Existing Notes as a whole or in part and from time to time, as permitted by the
indentures governing the Existing Notes, and to the extent permitted by
applicable law, to purchase Existing Notes in the open market, in privately
negotiated transactions or otherwise. Following completion of the Exchange
Offers, the terms of any such purchases or subsequent offers could differ from
the terms of the Exchange Offers.

     Holders that exchange Existing Notes for New Notes and Units will not be
required to pay brokerage commissions or fees or, subject to the instructions
in the Letter of Transmittal, transfer taxes associated with the receipt of the
New Notes and Units upon completion of the Exchange Offers. We will pay all
charges and expenses, other than certain applicable taxes, in connection with
the Exchange Offers. See "--Fees and Expenses" below.

     We will also pay any interest that is accrued and unpaid in respect of the
Senior Notes and the Senior Discount Notes shall accrete through the Effective
Date of the Exchange Offers to those holders who participate in the Exchange
Offers.

     New Notes will be issued only in minimum denominations of $1,000 and
integral multiples thereof. If under the terms of the Exchange Offers any
tendering DTC participant is entitled to


                                       33
<PAGE>

receive New Notes in a denomination that is not an integral multiple of $1,000,
we will, at our sole option, either (i) increase the principal amount (in the
case of New Senior Notes) or principal amount at maturity (in the case of New
Senior Discount Notes) of such holder's New Notes up to the nearest $1,000, or
(ii) reduce the principal amount or principal amount at maturity, as the case
may be, to the nearest $1,000 and substitute a cash payment equal to the
portion of the principal amount (in the case of the New Senior Notes) or the
accreted value (in the case of the New Senior Discount Notes) by which that
holder's New Notes are reduced.

EXPIRATION DATE; EXTENSIONS; AMENDMENTS

     The Expiration Date is 5:00 p.m., New York City time on October 10, 2003,
unless the period for the Exchange Offers is extended, in which case the
Expiration Date will be the last date to which the Exchange Offers are
extended. We may extend either or both of the Exchange Offers, in our sole
discretion, for any purpose including, without limitation, to permit the
satisfaction or waiver of all conditions to the Exchange Offers. If we make a
material change to the terms of either or both of the Exchange Offers or if we
waive a material condition of either or both of the Exchange Offers, we will
extend either or both of the Exchange Offers to the extent required under the
Exchange Act.

     To extend the Expiration Date, we will notify the Exchange Agent of any
extension by oral or written notice prior to 9:00 a.m., New York City time, on
the next business day after the previously scheduled Expiration Date and we
will notify the Noteholders, or cause them to be notified, as promptly as
practicable thereafter. Such notification may state that we are extending
either or both of the Exchange Offers for a specified period of time.

     We expressly reserve the right (i) to delay acceptance of any Existing
Notes, to extend either or both of the Exchange Offers, or to terminate either
or both of the Exchange Offers or any or all of the other Restructuring
Transactions and not accept Existing Notes not previously accepted, if any of
the conditions set forth under "--Conditions to the Completion of the Exchange
Offers" shall not have been waived or satisfied by us prior to the Expiration
Date and (ii) to amend at any time, or from time to time, the terms of either
or both of the Exchange Offers. If we exercise any such right, we will give
oral or written notice thereof to the Exchange Agent as promptly as
practicable. If either or both of the Exchange Offers is amended in a manner
determined by us to constitute a material change, we will promptly disclose
such amendment in a manner reasonably calculated to inform the Noteholders of
such amendment.

     The minimum period during which the Exchange Offers will remain open
following a material change in the terms of such Exchange Offers or in the
information concerning such Exchange Offers (other than a change in price or a
change in percentage of Existing Notes sought) will depend upon the facts and
circumstances of such change, including the relative materiality of the terms
or information changes. With respect to any change in consideration for or
percentage of Existing Notes sought, a minimum extension of ten business days
will be made to allow for adequate dissemination of such change. If any of the
terms of either or both of the Exchange Offers are amended in a manner we
determine to constitute a material change adversely affecting any Noteholder,
we will promptly disclose any such amendment in a manner reasonably calculated
to inform the Noteholders of such amendment and will extend either or both of
the periods for the Exchange Offers for a time period which we, in our sole
discretion, deem appropriate, depending upon the significance of the amendment
and the manner of disclosure to Noteholders, if the period for the Exchange
Offers would otherwise expire during such time period.

RELEASE OF LEGAL CLAIMS BY TENDERING NOTEHOLDERS

     By tendering your Existing Notes in the Exchange Offers, effective upon
payment to you in full of the consideration payable in the Exchange Offers, you
will be deemed to have released and waived any and all claims or causes of
action of any kind whatsoever, whether known or unknown that, directly or
indirectly arise out of, are based upon or are in any manner connected with
your or your successors' and assigns' ownership or acquisition of the Existing
Notes so tendered, including any related transaction, event, circumstance,
action, failure to act or occurrence of any sort or type, whether known or
unknown, including without limitation any approval or acceptance given or
denied, which occurred, existed, was taken, permitted or begun prior to the
date of such release, in each case, that you, your successors and your assigns
have or may have had against (i) Parent, Alamosa Delaware, their subsidiaries,
affiliates and stockholders and (ii) the directors, officers, employees,


                                       34
<PAGE>

attorneys, accountants, advisors, agents and representatives, in each case
whether current or former, of Parent, Alamosa Delaware, their subsidiaries,
affiliates and stockholders, whether those claims arise under federal or state
securities laws or otherwise.


PROCEDURES FOR TENDERING EXISTING NOTES IN THE EXCHANGE OFFERS


     To tender your Existing Notes in the Exchange Offers, Noteholders must
cause the Exchange Agent to receive a timely confirmation of a book-entry
transfer of Existing Notes into the Exchange Agent's account at DTC (a
"Book-Entry Confirmation"), pursuant to the procedure for book-entry transfer
described below, prior to the Expiration Date. Tendering Noteholders should
also complete, sign and date the Letter of Transmittal, or a facsimile thereof,
have the signatures thereon guaranteed if required by the Letter of
Transmittal, and mail or otherwise deliver the Letter of Transmittal or a
facsimile thereof, together with any other required documents, to the Exchange
Agent prior to 5:00 p.m., New York City time, on the Expiration Date. Tendering
Existing Notes pursuant to the Letter of Transmittal and in accordance with
procedures described below will be deemed to constitute a Consent with respect
to the Existing Notes tendered. By signing the Letter of Transmittal, tendering
Noteholders will be deemed to have made the representations and warranties
contained therein in connection with their decision to participate in the
Exchange Offers.

     The method of delivery of Letters of Transmittal and all other required
documents is at the election and risk of the Noteholder. If such delivery is by
mail, it is recommended that registered mail, properly insured, with return
receipt requested, be used. In all cases, sufficient time should be allowed to
assure timely delivery. No Letters of Transmittal or other required documents
should be sent to Alamosa. Delivery of all Letters of Transmittal and other
documents must be made to the Exchange Agent at its address set forth on the
back cover of this Disclosure Statement. Noteholders may also request their
respective brokers, dealers, commercial banks, trust companies or nominees to
effect such tender for such Noteholders.

     The tender by a Noteholder will constitute an agreement between such
Noteholder and us in accordance with the terms and subject to the conditions
set forth herein and in the applicable Letter of Transmittal. Holders of
Existing Notes registered in the name of a broker, dealer, commercial bank,
trust company or other nominee and who wish to tender are urged to contact such
registered holder promptly and instruct such registered holder to tender on his
or her behalf.

     Signatures on the Letter of Transmittal or a notice of withdrawal, as the
case may be, must be guaranteed by a member firm of a registered national
securities exchange or of the National Association of Securities Dealers, Inc.,
a commercial bank or trust company having an office or correspondent in the
United States or an "eligible guarantor institution" within the meaning of Rule
17Ad-15 under the Exchange Act (each, an "Eligible Institution") unless the
Existing Notes tendered pursuant thereto are tendered (i) by a registered
holder of Existing Notes who has not completed the table entitled "Special
Issuance Instructions" or "Special Delivery Instructions" on the applicable
Letter of Transmittal or (ii) for the account of an Eligible Institution.

     If the Letter of Transmittal is signed by trustees, executors,
administrators, guardians, attorneys-in-fact, officers of corporations or
others acting in a fiduciary or representative capacity, such person should so
indicate when signing, and unless waived by us, evidence satisfactory to us of
their authority to so act must be submitted with such Letter of Transmittal.

     All questions as to the validity, form, eligibility, time of receipt,
acceptance and withdrawal of the tendered Existing Notes will be determined by
us in our sole discretion, which determination will be final and binding. We
reserve the absolute right to reject any and all Existing Notes not properly
tendered or any Existing Notes which, if accepted, would, in the opinion of our
counsel, be unlawful. We also reserve the absolute right to waive any
irregularities of tender as to particular Existing Notes. Our interpretation of
the terms and conditions of the Exchange Offers, including the instructions in
the Letter of Transmittal, will be final and binding on all parties. Unless
waived, any defects or irregularities in connection with tenders of Existing
Notes must be cured within such time as we shall determine. None of us, the
Exchange Agent, the Information Agent or any other person shall be under any
duty to give notification of defects or irregularities with respect to tenders
of Existing Notes, nor shall any of them incur any liability for failure to
give such notification. Tenders of Existing Notes will not be deemed to have
been made until such irregularities have been cured or waived. Any Letters of
Transmittal received by the Exchange Agent or book-entry transfers received by
DTC that are not properly tendered and as to which the defects or
irregularities have not been cured or waived


                                       35
<PAGE>

will be returned, at our expense, to such holder by the Exchange Agent, unless
otherwise provided in the Letter of Transmittal, promptly following the
Expiration Date.

ACCEPTANCE OF EXISTING NOTES FOR EXCHANGE; DELIVERY OF THE EXCHANGE
CONSIDERATION

     Upon satisfaction or waiver of all of the conditions to the Exchange
Offers, all Existing Notes validly tendered and not withdrawn will be accepted,
the New Notes and Units will be issued and the accrued interest on the Existing
Notes will be paid promptly after expiration of the Exchange Offers. See
"--Conditions to the Completion of the Exchange Offers." For purposes of the
Exchange Offers, Existing Notes shall be deemed to have been accepted as
validly tendered for exchange when, as and if we have given oral or written
notice thereof to the Exchange Agent. For each $1,000 principal amount
outstanding of Senior Notes exchanged, the Noteholder will receive New Senior
Notes with an aggregate principal amount of $650 and one (1) Unit (consisting
of (x) one (1) share of Preferred Stock that is convertible, subject to
specified anti-dilution adjustments, into 73.61 shares of Parent common stock
at an initial conversion price of $3.40, and (y) 73.61 CVRs) to be paid only
with respect to Senior Notes validly tendered, accepted and not withdrawn
Holders of Senior Notes who tender their securities for exchange will also
receive cash, at the time of distribution of the Exchange Consideration, in an
amount equal to any accrued and unpaid interest due on the Senior Notes. For
each $1,000 accreted amount as of closing of outstanding of Senior Discount
Notes exchanged, the Noteholder will receive New Senior Discount Notes with an
aggregate original issue amount of $650 and one (1) Unit to be paid only with
respect to Senior Discount Notes validly tendered, accepted and not withdrawn.
The New Senior Notes will be issued only in denominations of $1,000 and
integral multiples thereof. The number of Units to be issued in the Exchange
Offers will be rounded to the nearest full unit. The Exchange Consideration
will be paid promptly following acceptance of the tendered Existing Notes.

     In all cases, issuances of New Notes and Units for Existing Notes that are
accepted for exchange pursuant to the Exchange Offers will be made only after
timely receipt by the Exchange Agent of a timely confirmation of a book-entry
transfer of Existing Notes into the Exchange Agent's account at DTC.

     If any tendered Existing Notes are not accepted for any reason set forth
under "--Conditions to the Completion of the Exchange Offers," such unaccepted
or such unexchanged Existing Notes will be credited to an account maintained
with DTC promptly after the expiration or termination of the Exchange Offers.

BOOK-ENTRY TRANSFER

     The Exchange Agent will make a request to establish an account with
respect to the Existing Notes at DTC for purposes of the Exchange Offers within
two business days after the date of this Disclosure Statement. Any financial
institution that is a participant in DTC's systems may make book-entry delivery
of Existing Notes by causing DTC to transfer such Existing Notes into the
Exchange Agent's account at DTC in accordance with DTC's procedures for
transfer. Delivery of Existing Notes must be effected through book-entry
transfer at DTC, but the Letter of Transmittal or a facsimile thereof with any
required signature guarantees and any other required documents should also be
transmitted to and received by the Exchange Agent at the address set forth on
the back cover page of this Disclosure Statement on or prior to the Expiration
Date. Delivery of a Letter of Transmittal to DTC will not constitute valid
delivery to the Exchange Agent, and the tender will not be valid.

EXCHANGING BOOK-ENTRY NOTES

     The Exchange Agent and DTC have confirmed that any financial institution
that is a participant in DTC may utilize DTC's ATOP procedures to tender
Existing Notes.

     Any participant in DTC may make book-entry delivery of Existing Notes by
causing DTC to transfer such Existing Notes into the Exchange Agent's account
in accordance with DTC's ATOP procedures for transfer. The exchange for the
Existing Notes so tendered will only be made, however, after a book-entry
confirmation of such book-entry transfer of such Existing Notes into the
Exchange Agent's account, and timely receipt by the Exchange Agent of any
documents required by the Letter of Transmittal.


                                       36
<PAGE>

WITHDRAWAL OF TENDERS

     NOTEHOLDERS MAY WITHDRAW TENDERS OF EXISTING NOTES AT ANY TIME PRIOR TO
THE CONSENT DATE. For a withdrawal to be effective, a written notice of
withdrawal must be received by the Exchange Agent prior to the Consent Date at
one of the addresses listed on the back cover of this Disclosure Statement. Any
notice of withdrawal must specify the name of the person who tendered the
Existing Notes to be withdrawn, identify the Existing Notes to be withdrawn,
including the principal amount of the Existing Notes, and, where certificates
for Existing Notes have been transmitted, specify the name in which the
Existing Notes are registered, if different from that of the withdrawing
holder. With respect to any Existing Notes tendered using the procedure for
book-entry transfer described above, any notice of withdrawal must specify the
name and number of the account at DTC to be credited with the withdrawn
Existing Notes and otherwise comply with the procedures of DTC. All questions
as to the validity, form and eligibility -- including time of receipt -- of
these notices will be determined by us. Our determination will be final and
binding.

     Any Existing Notes properly withdrawn will be deemed not to have been
validly tendered for exchange for purposes of the Exchange Offers. Any Existing
Notes which have been tendered for exchange but which are not exchanged for any
reason will be returned to the registered holder without cost to that holder as
soon as practicable after withdrawal, non-acceptance of tender or termination
of the Exchange Offers. With respect to any Existing Notes tendered by
book-entry transfer into the Exchange Agent's account at DTC by using the
book-entry transfer procedures described above, any withdrawn or unaccepted
Existing Notes will be credited to the tendering holder's account at DTC.
Properly withdrawn Existing Notes may be retendered at any time on or prior to
the expiration of the Exchange Offers by following the procedures described
above under "--Procedures for Tendering Existing Notes in the Exchange Offers."

CONDITIONS TO THE COMPLETION OF THE EXCHANGE OFFERS

     Notwithstanding any other provision of the Exchange Offers, or any
extension of either or both of the Exchange Offers, we shall not be required to
accept for exchange any Existing Notes, issue any New Notes or Units, or make
any payment for Existing Notes or accrued interest and we may terminate or
amend either or both of the Exchange Offers or any or all of the other
Restructuring Transactions if at any time prior to the consummation of the
Exchange Offers, we determine, in our sole discretion, that any of the
following conditions has not been satisfied, prior to or concurrently with such
consummation of the Exchange Offers:

     o    the consummation of the other Restructuring Transactions;

     o    there shall not have occurred or be likely to occur any event
          affecting our business or financial affairs that would or might
          reasonably be expected to prohibit, prevent, restrict or delay
          consummation of the Restructuring Transactions as a whole or that
          might reasonably be expected to be material to Noteholders in deciding
          whether to participate in the Exchange Offers;

     o    at least 97% percent of the outstanding aggregate principal amount of
          each series of the Existing Notes has been validly tendered, accepted
          and not withdrawn; or

     o    there shall not have been any action taken or threatened, or any
          statute, rule, regulation, judgment, order, stay, decree or injunction
          promulgated, enacted, entered, enforced or deemed applicable to the
          Exchange Offers or the exchange of Existing Notes pursuant to the
          Exchange Offers, by or before any court or governmental regulatory or
          administrative agency or authority, tribunal, domestic or foreign,
          which (i) challenges the making of the Exchange Offers or the
          consummation of the Restructuring Transactions as a whole or might
          reasonably be expected to, directly or indirectly, prohibit, prevent,
          restrict or delay consummation of, or might otherwise reasonably be
          expected to adversely affect in any material manner, any of the
          Restructuring Transactions or the consummation of the Restructuring
          Transactions as a whole or (ii) could reasonably be expected to
          materially adversely affect our business, condition (financial or
          otherwise), income, operations, properties, assets, liabilities or
          prospects, or materially impair the contemplated benefits of


                                       37
<PAGE>

          any of the Restructuring Transactions, or the consummation of the
          Restructuring Transactions as a whole to us or that might be material
          to Noteholders in deciding whether to participate in the Exchange
          Offers.

     The foregoing conditions are for our sole benefit and may be asserted by
us regardless of the circumstances giving rise to any such condition (including
any action or inaction by us) or may be waived by us, in whole or in part, at
any time and from time to time, in our reasonable discretion, provided, that
all of the conditions to the Exchange Offers, other than those requiring
receipt of necessary governmental approvals, will be satisfied or waived by us
at or prior to the Expiration Date. The failure by us 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 and from time to time by us prior to the Expiration Date.

EXCHANGE AGENT

     Wells Fargo has been appointed as Exchange Agent for the Exchange Offers.
Letters of Transmittal, notices of guaranteed delivery and all correspondence
in connection with the Exchange Offers should be sent or delivered by each
Noteholder or a beneficial owner's broker, dealer, commercial bank, trust
company or other nominee to the Exchange Agent at the addresses set forth on
the back cover of this Disclosure Statement and in the Letter of Transmittal.
We will pay the Exchange Agent reasonable and customary fees for its services
and will reimburse it for its reasonable out-of-pocket expenses in connection
therewith.

INFORMATION AGENT

     Wells Fargo has also been appointed as Information Agent for the Exchange
Offers, and will receive customary compensation for its services. We will also
reimburse the Information Agent for its reasonable out-of-pocket expenses.
Questions concerning tender procedures and requests for additional copies of
this Disclosure Statement, the Letter of Transmittal or the Notices of
Guaranteed Delivery should be directed to the Information Agent at the
addresses and telephone numbers set forth on the back cover page of this
Disclosure Statement. Noteholders may also contact their broker, dealer,
commercial bank or trust company for assistance concerning the Exchange Offers.

ADVISORS

 Alamosa's Financial Advisor

     We have retained UBS as our financial advisor in connection with the
Restructuring Transactions. We are paying UBS customary fees for its services
(including fees and expenses of its counsel), and we are indemnifying UBS. UBS
has not, however, been retained to and is not soliciting acceptances of the
Exchange Offers or the Prepackaged Plan or making any recommendation with
respect thereto.

 Creditor Advisors and Agents

     We are paying the fees and expenses of Chanin Capital Partners, which is
serving as financial advisor, and Paul, Weiss, Rifkind, Wharton & Garrison LLP,
which is serving as legal counsel to the ad hoc committee of Noteholders.
Neither Chanin Capital Partners nor Paul, Weiss, Rifkind, Wharton & Garrison
LLP is soliciting acceptances of the Exchange Offers or making any
recommendation with respect thereto.

FEES AND EXPENSES

     We will pay the reasonable and customary fees and reasonable out-of-pocket
expenses of Wells Fargo in its capacity as Exchange Agent, Information Agent,
and the Trustee (as defined below), and legal, accounting, and related fees and
expenses. We may also pay brokerage houses and other custodians, nominees and
fiduciaries their reasonable out-of-pocket expenses incurred in forwarding
copies of this Disclosure Statement and related documents to the beneficial
owners of the Existing Notes and in handling or forwarding tenders for
exchange. We will not, however, make any payments to brokers, dealers or other
persons soliciting acceptances of the Exchange Offers.

     Additionally, we will pay all transfer taxes, if any, applicable to the
exchange of Existing Notes pursuant to the Exchange Offers. If, however, the
consideration for the Exchange Offers is to be issued in the name of any person
other than the registered holder of the Existing Notes exchanged therefor or if
for Existing Notes that are registered in the name of any person other than the
person


                                       38
<PAGE>

signing the Letter of Transmittal, or if a transfer tax is imposed for any
reason other than the exchange of Existing Notes pursuant to the Exchange
Offers, then the amount of any such transfer taxes imposed on the registered
holder or any other persons will be payable by the Noteholder that are
exchanging. If satisfactory evidence of payment of such taxes or exemption
therefrom is not submitted with the Letter of Transmittal, the amount of such
transfer taxes will be billed directly to such holder of the Existing Notes
that are exchanged.

CONSEQUENCES OF FAILURE TO EXCHANGE

     Completion of the Exchange Offers will have certain consequences to
Noteholders who do not exchange their Existing Notes for New Notes and Units,
including, without limitation, that the trading market for unexchanged Existing
Notes could become limited or nonexistent due to the reduction in the amount of
the Existing Notes outstanding after completion of the Exchange Offers, which
may adversely affect the market price and price volatility of such Existing
Notes. See "Risk Factors-- Consequences of Failure to Exchange."

RECOMMENDATIONS OF THE BOARDS OF DIRECTORS

     The Boards of Directors of Parent and Alamosa Delaware have recommended
that Noteholders accept the Exchange Offers and vote in favor of the
Prepackaged Plan. In making these recommendations, the Boards carefully
considered, among other things: the alternatives available to address Alamosa's
capital structure; the possible implications of the Trended Projections; the
extensive arms-length negotiations between the ad hoc Noteholder Committee, the
members of which had been advised by Chanin Capital Partners and Paul, Weiss,
Rifkind, Wharton & Garrison LLP on financial and legal issues, respectively;
and the fact that Sprint's willingness to agree to the Sprint Amendments was
predicated on accomplishing the Exchange Offers. In addition, the Boards
believe that the adjustments to Alamosa's capital structure through the
Exchange Offers, coupled with the savings to be realized from the Sprint
Amendments and the flexibility provided by the amendments to the Senior Secured
Credit Facility, will permit Alamosa to stabilize its key business
relationships and allow management to focus on maximizing its business plan and
capitalizing on growth opportunities while preserving Alamosa's flexibility to
pursue attractive business acquisitions and combinations.


                                       39
<PAGE>

     DIFFERENCES BETWEEN COVENANTS GOVERNING EXISTING NOTES AND NEW NOTES

     The negative covenants contained in the indentures governing the New Notes
(the "New Indentures") are less restrictive in certain areas than the covenants
contained in the indentures governing the Existing Notes (the "Existing
Indentures"). The following is a description of certain of these differences.
You can find the definitions of certain terms used in this summary under the
subheading "Certain Definitions" under the section "Description of New Notes."
This comparison is provided for convenience only, and readers are urged to
review the full description on the New Notes contained in the section
"Description of New Notes." In addition to the provisions set forth below, the
New Indentures may differ from the Existing Indentures with respect to changes
consistent with and necessary to carry out the intent of the provisions below.


LIMITATION ON DEBT COVENANT

<TABLE>
<S>                                                <C>
------------------------------------------------------------------------------------------------------------------------------------
 EXISTING NOTES                                                  NEW NOTES
------------------------------------------------------------------------------------------------------------------------------------
 Alamosa Delaware agreed that it will not, and
 will not permit any Restricted Subsidiary to,
 incur debt unless, among other things:

 o    Leverage Ratio: such Debt is Debt of                       The Leverage Ratio will be 6.5 to 1.0 at all
      Alamosa Delaware or a Subsidiary                           times.
      Guarantor and after giving effect to the
      Incurrence of such Debt and the
      application of the proceeds thereof, the
      Leverage Ratio of Alamosa Delaware and
      the Restricted Subsidiaries 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

 o    Total Invested Capital Test: such Debt                     The Total Invested Capital Test will be deleted.
      is Debt of Alamosa Delaware 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
      Alamosa Delaware and its Restricted
      Subsidiaries on a consolidated basis
      would be equal to or less than 75% of
      Total Invested Capital; or

 o   Permitted Debt: Such Debt is Permitted
     Debt. "Permitted Debt" is defined under
     the Existing Indentures to include,
     among other things:

     o   Credit Facility Basket: Debt of Alamosa                 The Credit Facility Basket will be increased to
         Delaware or a Subsidiary Guarantor under                $330 million.
         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, and
------------------------------------------------------------------------------------------------------------------------------------

                                       40
<PAGE>

------------------------------------------------------------------------------------------------------------------------------------
     o  General Basket: additional Debt of                       The General Basket will be increased to
        Alamosa Delaware in an aggregate                         $75 million.
        principal amount outstanding at any one
        time not to exceed $50 million.

                                                                 The definition of Permitted Debt will be
                                                                 expanded to include:

                                                                 o   New Notes issued in satisfaction of the
                                                                     obligations under the CVRs,

                                                                 o   the CVRs, and

                                                                 o   Acquired Debt Incurred by a Subsidiary
                                                                     Guarantor at the time a Sprint PCS
                                                                     Affiliate is merged with or into or
                                                                     becomes a Subsidiary of or transfers all
                                                                     or substantially all of its assets to
                                                                     such Subsidiary Guarantor on or prior to
                                                                     January 1, 2005, but only to the extent
                                                                     that immediately after giving effect to
                                                                     the Incurrence of such Debt (i) the
                                                                     Leverage Ratio would not exceed 7.75 to
                                                                     1.0; and (ii) the Leverage Ratio
                                                                     immediately following such Incurrence
                                                                     would decrease as compared to the
                                                                     Leverage Ratio immediately prior to such
                                                                     Incurrence, and permitted Refinancing
                                                                     Debt Incurred in respect of such
                                                                     Acquired Debt.
------------------------------------------------------------------------------------------------------------------------------------
</TABLE>

LIMITATION ON RESTRICTED PAYMENTS

     The Existing Indentures place restrictions on the ability of Alamosa
Delaware to make Restricted Payments (the "Restricted Payments Covenant"). The
New Indentures provide that for purposes of determining Alamosa Delaware's
compliance with the Restricted Payments Covenant, the aggregate amount of
Restricted Payments made by Alamosa Delaware will be measured as of the date of
issuance of the New Notes, instead of February 8, 2000. Certain metrics used to
determine compliance with such covenant (including Cumulative EBITDA, GAAP,
Capital Stock Sale Proceeds and Cumulative Interest Expense) will also be
measured either as of the issue date of the New Notes or the last day of the
quarter immediately preceding such date, as the case may be.

     Additionally, the New Indentures will provide that, notwithstanding the
Restricted Payments Covenant, Alamosa Delaware can make the following payments:

     o    payments to any direct or indirect parent holding company of Alamosa
          Delaware for legal, audit and other expenses directly relating to the
          administration of such parent holding company, which payments do not
          exceed $2.0 million in any fiscal year; and

     o    direct or indirect payments to Parent in amounts necessary to make
          cash dividend payments with respect to the shares of Preferred Stock
          issued pursuant to the Exchange Offers and cash payments with respect
          to the CVRs.

LIMITATION ON TRANSACTIONS WITH AFFILIATES

     Under the Existing Indentures, Alamosa Delaware agreed not to enter into
an Affiliate Transaction, unless, among other things:

     o    if such Affiliate Transaction involves aggregate payments or value in
          excess of $2 million (the "First Threshold"), the Board of Directors
          approves such Affiliate Transaction, and

     o    if such Affiliate Transaction involves aggregate payments or value in
          excess of $15 million (the "Second Threshold"), Alamosa Delaware
          obtains a fairness opinion from an Independent Financial Advisor.


                                       41
<PAGE>


     Under the New Indentures the Initial Threshold will be increased to $5
million and the Second Threshold will be increased to $25 million.

DEFINITION OF CHANGE OF CONTROL

     Under the Existing Indentures, if Alamosa Delaware experiences a "Change
of Control," it will be required to make an offer to purchase the Existing
Notes. "Change of Control" is defined to include, among other things, the
acquisition by a person or group, directly or indirectly, of a majority of the
total voting power of the Voting Stock of Alamosa Delaware (the "Beneficial
Ownership Test").

     In the New Indentures the Beneficial Ownership Test has been modified such
that a change of control will be defined to include, among other things, the
acquisition by a person or group (other than a Permitted Holder), directly or
indirectly, of a majority of the total voting power of the Voting Stock of
Alamosa Delaware (or any direct or indirect parent). "Permitted Holder" means
(i) an issuer of Voting Stock issued to the shareholders of Alamosa Holdings,
Inc. (or any successor thereof) in a merger or consolidation of Alamosa
Delaware (or any direct or indirect parent company thereof) that would not
constitute a "Change of Control" pursuant to clause (5) of the definition of
"Change of Control," (ii) Alamosa Holdings, Inc. (or any successor thereof),
(iii) Alamosa PCS Holdings, Inc. (or any successor thereof), and (iv) any
wholly-owned subsidiary of any Person in (i), (ii) and (iii) above.

DEFINITION OF CREDIT FACILITIES

     The definition of "Credit Facilities" will be amended as set forth below:

     "Credit Facilities" means, with respect to the Company or any Restricted
Subsidiary, one or more debt [or] FACILITIES (INCLUDING THE SENIOR SECURED
CREDIT FACILITY), commercial paper facilities, INDENTURES OR OTHER AGREEMENTS,
IN EACH CASE with vendors, banks, life insurance companies, mutual funds,
pension funds or other institutional lenders OR TRUSTEES OR INVESTORS 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), NOTES or letters of credit, in each case
together with [any Refinancings thereof by any lenders or syndicates of lenders
and] ALL DOCUMENTS RELATED THERETO (INCLUDING ANY GUARANTY AGREEMENTS AND
SECURITY DOCUMENTS), as any of the same may be amended [or] (INCLUDING ANY
AMENDMENT AND RESTATEMENT THEREOF), SUPPLEMENTED OR OTHERWISE modified FROM TIME
TO TIME, INCLUDING ANY REFINANCING, REPLACING (WHETHER OR NOT CONTEMPORANEOUSLY)
OR OTHER RESTRUCTURING OF ALL OR ANY PORTION OF THE INDEBTEDNESS UNDER SUCH
AGREEMENT OR ANY SUCCESSOR OR REPLACEMENT AGREEMENTS AND WHETHER BY THE SAME OR
ANY OTHER AGENT, LENDER OR GROUP OF LENDERS OR INVESTORS AND WHETHER SUCH
REFINANCING OR REPLACEMENT IS UNDER ONE OR MORE OF THE TYPES OF FACILITIES,
INDENTURES OR OTHER AGREEMENTS DESCRIBED ABOVE.

DEFINITION OF PERMITTED INVESTMENT

     Clause (b) of the definition of "Permitted Investment" will be modified as
set forth below:

     "Permitted Investment" means any Investment by the Company or a Restricted
Subsidiary in:

   (b) any Person if SUBSTANTIALLY SIMULTANEOUS WITH AND/OR 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, OR OTHERWISE
   BECOMES A WHOLLY OWNED RESTRICTED SUBSIDIARY OF the Company or a Restricted
   Subsidiary, provided that such Person's primary business is a
   Telecommunications Business;

SUCCESSOR PROVISION

     The Existing Indentures provide that neither Alamosa Delaware nor a
Subsidiary Guarantor may generally merge, consolidate or sell substantially all
of its assets (a "Transaction") unless, among other things, immediately after
giving effect to such transaction or series of transactions on a pro forma
basis, the surviving company would be able to Incur at least $1.00 of
additional Debt under the Leverage Ratio test.


                                       42
<PAGE>

     Under the New Indentures, neither Alamosa Delaware nor a Subsidiary
Guarantor may generally complete a Transaction unless, among other things,
immediately after giving effect to such transaction or series of transactions
on a pro forma basis, either (A) the surviving entity would be able to Incur at
least $1.00 of additional Debt under the Leverage Ratio test, or (B) in the
event of such a transaction or series of transactions with Sprint or a Sprint
PCS Affiliate occurring prior to January 1, 2005, (i) the Leverage Ratio
immediately following such transaction or series of transactions would decrease
as compared to the Leverage Ratio immediately prior to such transaction or
series of transactions, and (ii) after giving effect to such transaction or
series of transactions, the Leverage Ratio would not exceed 7.75 to 1.0.









                                       43
<PAGE>

                           DESCRIPTION OF NEW NOTES

     You can find the definitions of certain terms used in this description
under the subheading "Certain Definitions." In this description, "we" refers
only to Alamosa Delaware and not to any of its subsidiaries. When we refer to
"Holders," we are referring to those persons who are registered holders of the
New Notes on the books of the registrar appointed under the Indentures.

GENERAL

     The New Senior Notes and the New Senior Discount Notes will be issued
pursuant to separate indentures (the "Indentures"), each of which will be
entered into by and among Alamosa Delaware, the Subsidiary Guarantors and Wells
Fargo Bank Minnesota, N.A., as trustee (the "Trustee"). The Indentures will be
governed by the Trust Indenture Act of 1939 (the "Trust Indenture Act"). The
terms of the New Notes include those stated in the Indentures and those made
part of the Indentures by reference to the Trust Indenture Act.

     We urge you to read the Indentures because they, and not this description,
define your rights as a holder of the New Notes.

     Alamosa Delaware will issue New Notes without coupons, in denominations of
$1,000 and integral multiples thereof.

PRINCIPAL, MATURITY AND INTEREST

     The New Senior Notes will mature on July 31, 2010. We will issue a maximum
of $260.0 million aggregate principal amount of New Senior Notes. Interest on
the New Senior Notes will accrue at the rate of 11.0% per annum and will be
payable in cash semi-annually on January 31 and July 31 of each year, beginning
on January 31, 2004. Alamosa Delaware will pay interest to those persons who
were holders of record on the July 15 or January 15 immediately preceding each
interest payment date. Interest on the New 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.

     The New Senior Discount Notes will mature on July 31, 2009. We will issue
a maximum of approximately $237.6 million aggregate principal amount at
maturity of the New Senior Discount Notes, assuming that the Restructuring
Transactions close on October 31, 2003. The New Senior Discount Notes will be
issued at a discount to their aggregate principal amount, so that the principal
amount at issuance will be approximately $193.8 million. The New Senior
Discount Notes will accrete in value at a rate of approximately 12.0% per
annum, compounded semi-annually, to an aggregate principal amount of
approximately $237.6 million by July 31, 2005. Cash interest will not accrue on
the New Senior Discount Notes prior to July 31, 2005. Starting on that date,
interest on the New Senior Discount Notes will accrue at the rate of 12.0% per
annum and will be payable in cash semi-annually on January 31 and July 31 of
each year, beginning on January 31, 2006. Alamosa Delaware will pay interest to
those persons who were holders of record on the July 15 or January 15
immediately preceding each interest payment date. Interest on the New Senior
Discount Notes will accrue from the date it was most recently paid or, if no
interest has been paid, from July 31, 2005. Interest will be computed on the
basis of a 360-day year comprised of twelve 30-day months.

RANKING

     The New Notes will be:

     o    senior unsecured obligations of Alamosa Delaware;

     o    equal in right of payment ("pari passu") with each other and with all
          existing and future unsecured senior debt of Alamosa Delaware,
          including the Existing Notes;

     o    senior in right of payment to all existing and future subordinated
          debt of Alamosa Delaware;

     o    effectively subordinated in right of payment to all existing and
          future secured debt of Alamosa Delaware to the extent of the assets
          securing such secured debt; and


                                       44
<PAGE>

     o    guaranteed on a senior subordinated unsecured basis by the Subsidiary
          Guarantors.

     As of June 30, 2003, after giving effect to the issuance of the New Notes,
and assuming that 100% of the Existing Notes are tendered in the Exchange
Offers, the total outstanding debt of Alamosa Delaware and the Subsidiary
Guarantors, excluding unused commitments made by lenders, would have been
approximately $648 million. As of that date, none of Alamosa Delaware's debt,
after taking the same factors into account, would have been subordinated to the
New Notes or the Subsidiary Guarantees.

     Alamosa Delaware has only a stockholder's claim in the assets of its
subsidiaries. This stockholder's claim is junior to the claims that creditors
of Alamosa Delaware's subsidiaries have against those subsidiaries. Holders of
the New Notes will only be creditors of Alamosa Delaware and of those
subsidiaries that are Subsidiary Guarantors.

     All of Alamosa Delaware's operations are conducted through its
subsidiaries. Therefore, Alamosa Delaware's ability to service its debt,
including the New Notes, is dependent upon the earnings of its subsidiaries and
their ability to distribute those earnings as dividends, loans or other
payments to Alamosa Delaware. Certain laws restrict the ability of Alamosa
Delaware'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 Alamosa Delaware. If the
restrictions described above are applied to subsidiaries that are not
Subsidiary Guarantors, then Alamosa Delaware would not be able to use the
earnings of those subsidiaries to make payments on the New Notes. Furthermore,
under certain circumstances, bankruptcy "fraudulent conveyance" laws or other
similar laws could invalidate the Subsidiary Guarantees. If this were to occur,
Alamosa Delaware would also be unable to use the earnings of the Subsidiary
Guarantors to the extent they face restrictions on distributing funds to
Alamosa Delaware. Any of the situations described above could make it more
difficult for Alamosa Delaware to service its debt.

     The total balance sheet liabilities of the Subsidiary Guarantors, as of
June 30, 2003, after giving effect to the issuance of the New Notes and the
guarantees in respect thereof, and assuming that 100% of the Existing Notes are
tendered in the Exchange Offers, excluding unused commitments made by lenders,
would have been approximately $325 million.

     The Subsidiary Guarantors have other liabilities, including contingent
liabilities, that may be significant. As of the date of the Indentures, other
than Alamosa Delaware Operations, LLC, Alamosa Delaware will not have any
subsidiaries that are not Subsidiary Guarantors. The Indentures contain
limitations on the amount of additional Debt which Alamosa Delaware 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 Alamosa
Delaware's other subsidiaries.

     The New Notes are unsecured obligations of Alamosa Delaware and the
Subsidiary Guarantors. Secured Debt of Alamosa Delaware and the Subsidiary
Guarantors will be effectively senior to the New Notes to the extent of the
value of the assets securing such Debt. Alamosa Delaware 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, 2003, after giving effect to the issuance of the New Notes
and the guarantees in respect thereof, and assuming that 100% of the Existing
Notes are tendered in the Exchange Offers, the total outstanding secured Debt
of Alamosa Delaware and the Subsidiary Guarantors, excluding unused commitments
made by lenders, would have been approximately $202 million.

SUBSIDIARY GUARANTEES

     The obligations of Alamosa Delaware under the Indentures, including the
repurchase obligation resulting from a Change of Control, will be fully and
unconditionally guaranteed, jointly and severally, on a senior subordinated,
unsecured basis, by all the existing and any future Domestic Restricted


                                       45
<PAGE>

Subsidiaries of Alamosa Delaware. 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 New 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 Alamosa Delaware 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 Alamosa Delaware redesignates a Subsidiary
Guarantor as an Unrestricted Subsidiary, which Alamosa Delaware is permitted to
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," "--Certain
Covenants--Limitation on Issuance or Sale of Capital Stock of Restricted
Subsidiaries" and "--Merger, Consolidation and Sale of Property" below.

     If any Subsidiary Guarantor makes payments under its Subsidiary Guaranty,
each of Alamosa Delaware and the other Subsidiary Guarantors must contribute
their share of such payments. Alamosa Delaware's and the other Subsidiary
Guarantors' shares of such payment will be computed based on the proportion
that the net worth of Alamosa Delaware or the relevant Subsidiary Guarantor
represents relative to the aggregate net worth of Alamosa Delaware 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 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 New 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 New 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,

          (i)  the default has been cured or waived and any such acceleration
               has been rescinded, or

          (ii) such Designated Senior Debt has been paid in full in cash;

          provided, however, that a Subsidiary Guarantor may make a Subsidiary
          Guarantor payment without regard to the foregoing if such Subsidiary
          Guarantor and the Trustee receive written notice approving such
          payment from the holders of such Designated Senior Debt.

     During the continuance of any default (other than a default described in
clause (a) or (b) above) under any Designated Senior Debt pursuant to which the
maturity thereof may be accelerated


                                       46
<PAGE>

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 such
Designated Senior Debt 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 such 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 New Notes are
          entitled to receive any payment pursuant to the Subsidiary Guaranty of
          such Subsidiary Guarantor; and

     o    until the Designated Senior Debt is paid in full in cash, any
          distribution to which holders of the New Notes would be entitled but
          for the subordination provisions of the Indentures with respect to the
          Subsidiary Guarantees will be made to holders of such Designated
          Senior Debt, except that holders of New 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.

     If a payment or distribution is made to holders of New 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 New 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 such Designated Senior Debt
receive notice of such acceleration and, thereafter, may make a Subsidiary
Guarantor payment only if the Indentures otherwise permit payment at that time.

     Because of the Indentures' subordination provisions with respect to the
Subsidiary Guarantees, holders of Designated Senior Debt may recover
disproportionately more than the holders of the New 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 New Notes.


                                       47
<PAGE>

OPTIONAL REDEMPTION

     NEW SENIOR NOTES. Except as set forth in the following paragraph, the New
Senior Notes will not be redeemable at the option of Alamosa Delaware prior to
July 31, 2007. Starting on that date, Alamosa Delaware may redeem all or any
portion of the New Senior Notes, at once or over time, after giving the
required notice under the Indenture governing the New Senior Notes. The New
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 New Senior
Notes redeemed during the 12-month period commencing on July 31 of the years
set forth below, and are expressed as percentages of principal amount:


                   YEAR               REDEMPTION PRICE
                   ----              -----------------

                     2007 ..........    105.500%
                     2008 ..........    102.750%
                     2009 ..........    101.375%
                     2010 ..........    100.000%



     At any time and from time to time, prior to July 31, 2007, Alamosa
Delaware may redeem up to a maximum of 35% of the original aggregate principal
amount of the New Senior Notes with the proceeds of one or more Public Equity
Offerings, at a redemption price equal to 111.000% 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 New 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.

     NEW SENIOR DISCOUNT NOTES. Except as set forth in the following paragraph,
the New Senior Discount Notes will not be redeemable at the option of Alamosa
Delaware prior to July 31, 2006. Starting on that date, Alamosa Delaware may
redeem all or any portion of the New Senior Discount Notes, at once or over
time, after giving the required notice under the Indenture governing the New
Senior Discount Notes. The New Senior Discount 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 New Senior Discount Notes redeemed during the 12-month
period commencing on July 31 of the years set forth below, and are expressed as
percentages of Accreted Value:


                   YEAR               REDEMPTION PRICE
                   ----              -----------------
                     2006 ..........      106.000%
                     2007 ..........      103.000%
                     2008 ..........      101.500%
                     2009 ..........      100.000%

     At any time and from time to time, prior to July 31, 2006, Alamosa
Delaware may redeem up to a maximum of 35% of the original aggregate principal
amount at maturity of the New Senior Discount Notes with the proceeds of one or
more Public Equity Offerings, at a redemption price equal to 112.000% of the
total Accreted Value 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 at maturity of the New
Senior Discount 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.


                                       48
<PAGE>

SINKING FUND

     There will be no mandatory sinking fund payments for the New Notes.

REPURCHASE AT THE OPTION OF HOLDERS UPON A CHANGE OF CONTROL

     Upon the occurrence of a Change of Control, each holder of New Notes will
have the right to require Alamosa Delaware to repurchase all or any part of
such holder's New 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 (i) in the case of the New Senior Notes, 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) or (ii) in the case of the
New Senior Discount Notes, the Accreted Value, 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, Alamosa Delaware shall:

     (a)  cause a notice of the Change of Control Offer to be sent at least once
          to the Dow Jones News Service or a 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 New Notes, at such holder's address appearing in the book of the
          registrar appointed under the Indentures, a notice stating:

          (i)  that a Change of Control has occurred and a Change of Control
               Offer is being made pursuant to this covenant and that all New
               Notes timely tendered will be accepted for payment;

          (ii) 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;

          (iii) 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

          (iv) the procedures that holders of New Notes must follow in order to
               tender their New Notes (or portions thereof) for payment, and the
               procedures that holders of New Notes must follow in order to
               withdraw an election to tender New Notes (or portions thereof)
               for payment.

     Alamosa Delaware 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 New 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
above, Alamosa Delaware will comply with the applicable securities laws and
regulations and will not be deemed to have breached its obligations under the
covenant described above by virtue of such compliance.

     The Change of Control repurchase feature is a result of negotiations
between Alamosa Delaware and the Noteholders Committee. Management has no
present intention to engage in a transaction involving a Change of Control,
although it is possible that Alamosa Delaware would decide to do so in the
future. Subject to certain covenants described below, Alamosa Delaware could,
in the future, enter into certain transactions, including acquisitions,
refinancings or other recapitalizations, that would not constitute a Change of
Control under the Indentures, but that could increase the amount of debt
outstanding at such time or otherwise materially affect Alamosa Delaware'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" of Alamosa Delaware's assets. Although there is a developing
body of case law interpreting the phrase "substantially all," there is no


                                       49
<PAGE>

precise established definition of the phrase under applicable law. Accordingly,
if Alamosa Delaware disposes of less than all its assets by any of the means
described above, the ability of a holder of New Notes to require Alamosa
Delaware to repurchase its New Notes may be uncertain. In such a case, holders
of the New 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 credit facility. Since the Subsidiary Guarantees are
subordinate in right of payment to the lenders under the Senior Secured Credit
Facility, the Subsidiary Guarantors could be prohibited from making payment
under the Subsidiary Guarantees. Other future debt of Alamosa Delaware 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 New Notes of their right to require
Alamosa Delaware to repurchase such New Notes could cause a default under
existing or future debt of Alamosa Delaware, even if the Change of Control
itself does not, due to the financial effect of such repurchase on Alamosa
Delaware. Finally, Alamosa Delaware's ability to pay cash to holders of New
Notes upon a repurchase may be limited by Alamosa Delaware's then existing
financial resources. There can be no assurance that sufficient funds will be
available when necessary to make any required repurchases. Alamosa Delaware's
failure to purchase any New Notes in connection with a Change of Control would
result in a default under the Indenture pursuant to which such New Notes were
issued. Such a default would, in turn, constitute a default under existing debt
of Alamosa Delaware 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 New Notes.
Alamosa Delaware's obligation to make an offer to repurchase the New Senior
Notes and the New Senior Discount Notes as a result of the completion of a
transaction constituting a Change of Control may be waived or modified at any
time prior to the completion of such Change of Control transaction with the
written consent of the holders of at least (i) a majority in aggregate
principal amount of the New Senior Notes then outstanding or (ii) a majority in
aggregate principal amount (or, if prior to July 31, 2005, the Accreted Value)
of the New Senior Discount Notes then outstanding, as the case may be. See
"--Amendments and Waivers" below.

CERTAIN COVENANTS

     Each of the Indentures contains the following covenants which place
limitations on the ability of Alamosa Delaware and the Subsidiary Guarantors to
engage in certain activities and transactions, as described below.

     LIMITATION ON DEBT. Alamosa Delaware 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 Alamosa Delaware 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 Alamosa Delaware 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 6.5 to 1.0; or

     2.   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 (j):

     (a)  Debt of Alamosa Delaware evidenced by the New Notes (including,
          without limitation, any New Notes issued in satisfaction of the
          obligations under the CVRs), the Existing Notes, and the CVRs, and of
          Subsidiary Guarantors evidenced by Subsidiary Guarantees relating to
          the New Notes and the Existing Notes;


                                       50
<PAGE>

     (b)  Debt of Alamosa Delaware 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 an amount equal to $330.0 million, which amount 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 New Notes or Repay other Debt,
          pursuant to the covenant described under "--Limitation on Asset
          Sales";

     (c)  Debt in respect of Capital Lease Obligations and Purchase Money Debt,
          provided that:

          (i)  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

          (ii) 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 Alamosa Delaware owing to and held by any Restricted
          Subsidiary and Debt of a Restricted Subsidiary owing to and held by
          Alamosa Delaware or any Restricted Subsidiary; provided, however, that
          (i) if Alamosa Delaware or any Subsidiary Guarantor is the obligor on
          such Debt and the payee is not Alamosa Delaware or a Subsidiary
          Guarantor, such Debt must be expressly subordinated to the prior
          payment in full in cash of all obligations then due with respect to
          the New Notes, in case of Alamosa Delaware, or to the Subsidiary
          Guarantee, in the case of a Subsidiary Guarantor, and (ii) 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
          Alamosa Delaware 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 Alamosa Delaware
          or a Restricted Subsidiary for the purpose of limiting interest rate
          risk in the ordinary course of the financial management of Alamosa
          Delaware 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 Alamosa Delaware 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) of the first paragraph of this covenant or
          clause (a), (c) or (g) above or clause (j) below;

     (i)  additional Debt of Alamosa Delaware in an aggregate principal amount
          outstanding at any one time not to exceed $75.0 million; and

     (j)  Acquired Debt Incurred by a Subsidiary Guarantor at the time a Sprint
          PCS Affiliate is merged with or into or becomes a Subsidiary of or
          transfers all or substantially all of its assets to such Subsidiary
          Guarantor on or prior to January 1, 2005, but only to the extent that
          immediately after giving effect to the Incurrence of such Debt (i) the
          Leverage Ratio would not exceed 7.75 to 1.0; and (ii) the Leverage
          Ratio immediately following such Incurrence would decrease as compared
          to the Leverage Ratio immediately prior to such Incurrence.


                                       51
<PAGE>

   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 clause
          (1) of the first paragraph of this covenant or as Permitted Debt,
          Alamosa Delaware, 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)  Alamosa Delaware 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
          New Notes or the applicable Subsidiary Guaranty, as the case may be,
          to at least the same extent as such Subordinated Obligations; and

     (b)  Alamosa Delaware 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 Alamosa Delaware or any Subsidiary Guarantor.


     LIMITATION ON RESTRICTED PAYMENTS. Alamosa Delaware 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)  Alamosa Delaware could not Incur at least $1.00 of additional Debt
          pursuant to clause (1) of the first paragraph of the covenant
          described above under "--Limitation on Debt" or

     (c)  the aggregate amount of such Restricted Payment and all other
          Restricted Payments declared or made since the Issue Date (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 aggregate net cash proceeds received by Alamosa Delaware or
               any Restricted Subsidiary from the issuance or sale after the
               Issue Date of convertible or exchangeable Debt that has been
               converted into or exchanged for Capital Stock (other than
               Disqualified Stock) of Alamosa Delaware or any direct or indirect
               parent holding company of Alamosa Delaware, excluding (x) any
               such Debt issued or sold to Alamosa Delaware or a Subsidiary of
               Alamosa Delaware or an employee stock ownership plan or trust
               established by Alamosa Delaware or any such Subsidiary for the
               benefit of their employees, and (y) the aggregate amount of any
               cash or other Property distributed by Alamosa Delaware or any
               Restricted Subsidiary upon any such conversion or exchange, plus

          (4)  an amount equal to the sum of


                                       52
<PAGE>

               (A)  the net reduction in Investments in any Person other than
                    Alamosa Delaware or a Restricted Subsidiary resulting from
                    dividends, repayments of loans or advances or other
                    transfers of Property, in each case to Alamosa Delaware or
                    any Restricted Subsidiary from such Person, less the cost of
                    the disposition of such Investment, plus

               (B)  the portion (proportionate to Alamosa Delaware'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 Alamosa Delaware or any
          Restricted Subsidiary in such Person.


     Notwithstanding the foregoing limitation, Alamosa Delaware may take any
action if it is in compliance with any of the following clauses (a) through
(h):

     (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 Indentures; 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 Alamosa Delaware or Subordinated Obligations in
          exchange for, or out of the proceeds of the substantially concurrent
          sale of, Capital Stock of Alamosa Delaware (other than Disqualified
          Stock and other than Capital Stock issued or sold to a Subsidiary of
          Alamosa Delaware or an employee stock ownership plan or trust
          established by Alamosa Delaware or any such Subsidiary for the benefit
          of their employees); provided, however, that:

          (i)  such purchase, repurchase, redemption, legal defeasance,
               acquisition or retirement shall be excluded in the calculation of
               the amount of Restricted Payments, and

          (ii) 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 Alamosa Delaware 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
          Alamosa Delaware 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
          Alamosa Delaware or a Restricted Subsidiary and that are terminated
          shall no longer be treated as a Restricted Payment expended by Alamosa
          Delaware or a Restricted Subsidiary upon the termination of such
          commitment;

     (e)  repurchase shares of, or options to purchase shares of, common stock
          of Alamosa Delaware or any of its Subsidiaries (or pay dividends on
          its capital stock for the purpose of enabling any direct or indirect
          parent company of Alamosa Delaware to repurchase shares of, or options
          to purchase shares of, its common stock) from current or former
          officers, directors or employees of Alamosa Delaware or any of its
          Subsidiaries or any direct or indirect parent


                                       53
<PAGE>

          holding company of Alamosa Delaware (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 Alamosa
          Delaware 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:

          (i)  the aggregate amount of such repurchases (or such dividends made
               to facilitate 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

          (ii) at the time of such repurchase (or such dividends made to
               facilitate such repurchases), no other Default or Event of
               Default shall have occurred and be continuing (or result
               therefrom);

          provided further, however, that such repurchases (or such dividends
          made to facilitate such repurchases) shall be included in the
          calculation of the amount of Restricted Payments;

     (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 the Issue Date resulting from dividends, repayments of loans or
          other transfers of Property, in each case to Alamosa Delaware 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;

     (g)  make payments to any direct or indirect parent holding company of
          Alamosa Delaware for legal, audit and other expenses directly relating
          to the administration of such parent holding company which payments do
          not exceed $2.0 million in any fiscal year; and


     (h)  make direct or indirect payments to Parent in amounts necessary to
          enable Parent to make cash dividend payments with respect to the
          Series B Convertible Preferred Stock and cash payments with respect to
          the CVRs.

     LIMITATION ON LIENS. Alamosa Delaware 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 New
Notes or the applicable Subsidiary Guaranty will be secured by such Lien
equally and ratably with (or prior to) all other Debt of Alamosa Delaware or
any Restricted Subsidiary secured by such Lien.

     LIMITATION ON ISSUANCE OR SALE OF CAPITAL STOCK OF RESTRICTED
SUBSIDIARIES. Alamosa Delaware 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 Alamosa Delaware or a Restricted Subsidiary;


                                       54
<PAGE>

          (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 Alamosa
               Delaware 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 below under "--Limitation on
                    Asset Sales," and

               (B)  upon consummation of any such disposition which results in
                    Alamosa Delaware 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 Alamosa Delaware; 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
               Indentures.

     LIMITATION ON ASSET SALES. Alamosa Delaware shall not, and shall not
permit any Restricted Subsidiary to, directly or indirectly, consummate any
Asset Sale unless:

     (a)  Alamosa Delaware 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 Alamosa Delaware 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 Alamosa Delaware or any
          Restricted Subsidiary (other than liabilities that are by their terms
          subordinated to the New Notes or the applicable Subsidiary Guaranty)
          as a result of which Alamosa Delaware and the Restricted Subsidiaries
          are no longer obligated with respect to such liabilities; and

     (c)  Alamosa Delaware 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 Alamosa Delaware or a Restricted Subsidiary, to the extent Alamosa
Delaware or such Restricted Subsidiary elects (or is required by the terms of
any Debt):

     (a)  to Repay Senior Debt of Alamosa Delaware or any Subsidiary Guarantor
          (including the New Notes and Existing Notes), or Debt of any
          Restricted Subsidiary that is not a Subsidiary Guarantor (excluding,
          in any such case, any Debt owed to Alamosa Delaware or an Affiliate of
          Alamosa Delaware); 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 Alamosa Delaware 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), Alamosa Delaware will be required to
make


                                       55
<PAGE>

offers to purchase (the "Prepayment Offer") New Senior Notes and New Senior
Discount Notes, each of which offer shall be in the amount of the Allocable
Excess Proceeds of such series of New Notes, on a pro rata basis according to
principal amount (or if Incurred with original issue discount, the Accreted
Value), at a purchase price equal to 100% of either the principal amount or the
Accreted Value thereof, as the case may be, in each case 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 Indentures. 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 New Notes have
been given the opportunity to tender their New Notes for purchase in accordance
with the Indentures, Alamosa Delaware or such Restricted Subsidiary may use
such remaining amount for any purpose permitted by the Indentures and the
amount of Excess Proceeds will be reset to zero.

     The term "Allocable Excess Proceeds" will mean, with respect to each
series of New Notes, the product of:

     (a)  the Excess Proceeds; and

     (b)  a fraction,

          (1)  the numerator of which is the aggregate principal amount (or if
               Incurred with original issue discount, the aggregate Accreted
               Value) of such series of New Notes outstanding on the date of the
               Prepayment Offer, and

          (2)  the denominator of which is the sum of the aggregate principal
               amount (or if Incurred with original issue discount, the
               aggregate accreted value) of the New 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 Alamosa Delaware (including the
               Existing Notes) outstanding on the date of the Prepayment Offer
               that is pari passu in right of payment with the New Notes and
               subject to terms and conditions in respect of Asset Sales similar
               in all material respects to the covenant described hereunder and
               requiring Alamosa Delaware to make an offer to purchase such Debt
               at substantially the same time as the Prepayment Offer.

     Within five business days after Alamosa Delaware is obligated to make a
Prepayment Offer as described in the preceding paragraph, Alamosa Delaware
shall send a written notice, by first-class mail, to the holders of New Notes,
accompanied by such information regarding Alamosa Delaware and its Subsidiaries
as Alamosa Delaware 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.

     Alamosa Delaware 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 New Notes pursuant to the
covenant described above. To the extent that the provisions of any securities
laws or regulations conflict with provisions of the covenant described above,
Alamosa Delaware will comply with the applicable securities laws and
regulations and will not be deemed to have breached its obligations under the
covenant described above by virtue thereof.

     LIMITATION ON RESTRICTIONS ON DISTRIBUTIONS FROM RESTRICTED
SUBSIDIARIES. Alamosa Delaware 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 Alamosa Delaware or any other Restricted
          Subsidiary;

     (b)  make any loans or advances to Alamosa Delaware or any other Restricted
          Subsidiary; or


                                       56
<PAGE>

     (c)  transfer any of its Property to Alamosa Delaware 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 the covenant described above under
                    "--Limitation on Debt"; provided, however, that

                    (x)  the provisions of any Credit Facilities with a Stated
                         Maturity prior to the scheduled maturity date of either
                         series of the New Notes must permit distributions to
                         Alamosa Delaware for the sole purpose of, and in an
                         amount sufficient to fund, the payment of interest when
                         due as scheduled in respect of each such series of the
                         New Notes maturing subsequent to such Stated Maturity,
                         and

                    (y)  the provisions of any Credit Facilities with a Stated
                         Maturity on or after the scheduled maturity date of
                         either series of the New Notes must permit
                         distributions to Alamosa Delaware 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 each such series of the New
                         Notes maturing prior to such Stated Maturity,


                    (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 Alamosa Delaware;
                    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 New 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 New Notes or the
                    applicable Subsidiary Guaranty pursuant to the covenants
                    described above 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 Alamosa Delaware 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;


                                       57
<PAGE>

               (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. Alamosa Delaware 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 Alamosa Delaware (an "Affiliate
Transaction"), unless:

     (a)  the terms of such Affiliate Transaction are

          (1)  set forth in writing, and

          (2)  no less favorable to Alamosa Delaware 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 Alamosa Delaware;

     (b)  if such Affiliate Transaction involves aggregate payments or value in
          excess of $5.0 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 resolution of the Board of Directors
          promptly delivered to the Trustee; and

     (c)  if such Affiliate Transaction involves aggregate payments or value in
          excess of $25.0 million, Alamosa Delaware 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 Alamosa
          Delaware and the Restricted Subsidiaries, taken as a whole.

     Notwithstanding the foregoing limitation, Alamosa Delaware or any
Restricted Subsidiary may enter into or suffer to exist the following:

     (a)  any transaction or series of transactions between Alamosa Delaware 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 Alamosa Delaware (other than a
          Restricted Subsidiary);

     (b)  any Restricted Payment permitted to be made pursuant to the covenant
          described under "--Limitation on Restricted Payments" or any Permitted
          Investment;

     (c)  the payment of compensation (including amounts paid pursuant to
          employee benefit plans) and the provision of benefits for the personal
          services of officers, directors and employees of Alamosa Delaware 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 Alamosa Delaware 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 Alamosa Delaware and
          the Restricted Subsidiaries than the agreement in existence on the
          Issue Date.

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


                                       58
<PAGE>

     (a)  Alamosa Delaware 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 New 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 Alamosa Delaware 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, Alamosa Delaware
          or any other Restricted Subsidiary;

     (b)  either:

          (i)  the Subsidiary to be so designated has total assets of $1,000 or
               less, or

          (ii) such designation is effective immediately upon such entity
               becoming a Subsidiary of Alamosa Delaware; and

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


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


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

     (x)  Alamosa Delaware could Incur at least $1.00 of additional Debt
          pursuant to clause (1) 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.


                                       59
<PAGE>

     Any such designation or redesignation by the Board of Directors will be
evidenced to the Trustee by filing with the Trustee a resolution of the Board
of Directors 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 Alamosa Delaware in which such designation or
          redesignation is made (or, in the case of a designation or
          redesignation made during the last fiscal quarter of Alamosa
          Delaware's fiscal year, within 90 days after the end of such fiscal
          year).

     LIMITATION ON ALAMOSA DELAWARE'S BUSINESS. Alamosa Delaware shall not, and
shall not permit any Restricted Subsidiary to, engage in any business other
than the Telecommunications Business.

     FUTURE SUBSIDIARY GUARANTORS. Alamosa Delaware 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. Alamosa Delaware 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

     Alamosa Delaware shall not merge, consolidate or amalgamate with or into
any other Person (other than a merger of a Wholly Owned Restricted Subsidiary
into Alamosa Delaware) 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)  Alamosa Delaware shall be the surviving Person (the "Surviving
          Person") or the Surviving Person (if other than Alamosa Delaware)
          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 Alamosa Delaware) 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 New Notes, according to their tenor,
          and the due and punctual performance and observance of all the
          covenants and conditions of the Indentures to be performed by Alamosa
          Delaware;

     (c)  in the case of a sale, transfer, assignment, lease, conveyance or
          other disposition of all or substantially all the Property of Alamosa
          Delaware, 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, either (A) Alamosa Delaware or the
          Surviving Person, as the case may be, would be able to Incur at least
          $1.00 of additional Debt under clause (1) of the first paragraph of
          the covenant described above under "--Certain Covenants--Limitation on
          Debt," or (B) in the


                                       60
<PAGE>

          event of such a transaction or series of transactions with Sprint PCS
          or a Sprint PCS Affiliate occurring prior to January 1, 2005, (i) the
          Leverage Ratio immediately following such transaction or series of
          transactions would decrease as compared to the Leverage Ratio
          immediately prior to such transaction or series of transactions and
          (ii) after giving effect to such transaction or series of
          transactions, the Leverage Ratio would not exceed 7.75 to 1.0;

     (f)  Alamosa Delaware 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 Person 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.


     Alamosa Delaware 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, Alamosa Delaware or any Restricted Subsidiary as a result of
          such transaction or series of transactions as having been Incurred by
          the Surviving Person, Alamosa Delaware 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, either (A) Alamosa Delaware would
          be able to Incur at least $1.00 of additional Debt under clause (1) of
          the first paragraph of the covenant described above under "--Certain
          Covenants--Limitation on Debt," or (B) in the event of such a
          transaction or series of transactions with Sprint PCS or a Sprint PCS
          Affiliate occurring prior to January 1, 2005, (i) the Leverage Ratio
          immediately following such transaction or series of transactions would
          decrease as compared to the Leverage Ratio immediately prior to such
          transaction or series of transactions and (ii) after giving effect to
          such transaction or series of transactions, the Leverage Ratio would
          not exceed 7.75 to 1.0; and

     (f)  Alamosa Delaware 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


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<PAGE>

          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 Alamosa Delaware 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 Alamosa Delaware under the Indentures (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 Alamosa Delaware as an entirety or virtually as an
          entirety), or

     (b)  a lease,

shall not be released from the obligations to pay the principal (or, if
Incurred with original issue discount, the Accreted Value) of, and premium, if
any, and interest on, the New Notes.

SEC REPORTS

     Notwithstanding that Alamosa Delaware may not be subject to the reporting
requirements of section 13 or 15(d) of the Exchange Act, Alamosa Delaware shall
file with the SEC and provide the Trustee and holders of New 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
Alamosa Delaware shall not be so obligated to file such information, documents
and reports with the SEC if the SEC does not permit such filings.


CALCULATION OF NEW SENIOR DISCOUNT NOTES' ORIGINAL ISSUE DISCOUNT

     The Indenture governing the New Senior Discount Notes will provide that
within 30 days after the end of each calendar year, Alamosa Delaware shall
deliver to the Trustee a certificate setting forth the following:

     (a)  the total cumulative amount of "Original Issue Discount," as defined
          by the Code, that had accrued on the New Senior Discount Notes as of
          December 31 of such calendar year;

     (b)  the portion of such Original Issue Discount that had accrued during
          such calendar year;

     (c)  the extent, if any, to which such Original Issue Discount differed
          from the Accreted Value on December 31 of such calendar year; and

     (d)  such other specified information relating to the accrued Original
          Issue Discount of the New Senior Discount Notes as may be relevant
          under the Code to the holders of the New Senior Discount Notes.

     The Indenture governing the New Senior Discount Notes also will provide
that within 30 days after the Issue Date, Alamosa Delaware shall file an
information return on Form 8281 in accordance with Treasury Regulation
Section  1.1275-3(c). Alamosa Delaware shall also be responsible for the timely
preparation and delivery of all annual information returns required under the
Code and applicable Treasury Regulations including, without limitation, the
timely preparation and delivery of IRS Form 1099-OID.

CALCULATION OF NEW SENIOR NOTES' ORIGINAL ISSUE DISCOUNT

     The Indenture governing the New Senior Notes will provide that if upon
issuance of such notes Alamosa Delaware determines that the New Senior Notes
will be issued with "Original Issue


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<PAGE>

Discount," as defined by the Code, within 30 days after the end of each
calendar year, Alamosa Delaware shall deliver to the Trustee a certificate
setting forth the following:

     (a)  the total cumulative amount of Original Issue Discount that had
          accrued on the New Senior Notes as of December 31 of such calendar
          year;

     (b)  the portion of such Original Issue Discount that had accrued during
          such calendar year; and

     (c)  such other specific information relating to the accrued Original Issue
          Discount of the New Senior Notes as may be relevant under the Code to
          the holders of the New Senior Notes.

     The Indenture governing the New Senior Notes also will provide that if
upon issuance of such notes Alamosa Delaware determines that the New Senior
Notes will be issued with "Original Issue Discount," as defined by the Code,
within 30 days after the Issue Date, Alamosa Delaware shall file an information
return on Form 8281 in accordance with Treasury Regulation  Section
1.1275-3(c). Alamosa Delaware shall also be responsible for the timely
preparation and delivery of all annual information returns required under the
Code and applicable Treasury Regulations including, without limitation, the
timely preparation and delivery of IRS Form 1099-OID.


EVENTS OF DEFAULT

   Events of Default in respect of each series of the New Notes include:

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

     (ii) failure to make the payment of any principal or Accreted Value, as the
          case may be, of, or premium, if any, on, any of such series of New
          Notes when the same becomes due and payable at its Stated Maturity,
          upon acceleration, redemption, optional redemption, required
          repurchase or otherwise;

     (iii) failure to comply with the covenant described under "--Merger,
          Consolidation and Sale of Property" with respect to such series of New
          Notes;

     (iv) failure to comply with any other covenant or agreement with respect to
          such series of New Notes (other than a failure that is the subject of
          the foregoing clause (i), (ii) or (iii)) and such failure continues
          for 30 days after written notice is given to Alamosa Delaware as
          provided below;

     (v)  a default under any Debt by Alamosa Delaware 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");

     (vi) any judgment or judgments for the payment of money in an aggregate
          amount in excess of $15.0 million that shall be rendered against
          Alamosa Delaware or any Restricted Subsidiary and that shall not be
          waived, satisfied or discharged for any period of 60 consecutive days
          during which a stay of enforcement shall not be in effect (the
          "judgment default provisions");

    (vii) certain events involving bankruptcy, insolvency or reorganization of
          Alamosa Delaware or any Significant Subsidiary (the "bankruptcy
          provisions");

   (viii) any Subsidiary Guaranty with respect to such series of New Notes
          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
          with respect to such series of the New Notes (the "guaranty
          provisions"); and

     (ix) 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 (iv) is not an Event of Default under a series of
the New Notes until the Trustee or the holders of not less than 25% in
aggregate principal amount at maturity of such series of


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<PAGE>

the New Notes then outstanding notify Alamosa Delaware of the Default and
Alamosa Delaware 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."

     Alamosa Delaware 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 or any event that with the giving of notice or the lapse
of time would become an Event of Default, its status and what action Alamosa
Delaware is taking or proposes to take with respect thereto.

     If an Event of Default with respect to a series of the New Notes (other
than an Event of Default resulting from certain events involving bankruptcy,
insolvency or reorganization with respect to Alamosa Delaware) shall have
occurred and be continuing, the Trustee or the registered holders of (i) not
less than 25% in aggregate principal amount of the New Senior Notes then
outstanding or (ii) not less than 25% in aggregate principal amount at maturity
of the New Senior Discount Notes then outstanding, as the case may be, may in
each case declare to be immediately due and payable the principal amount (or in
the case of the New Senior Discount Notes, the Accreted Value) of all the New
Notes of such series 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 Alamosa Delaware
shall occur, such amount with respect to all the New Notes shall be due and
payable immediately without any declaration or other act on the part of the
Trustee or the holders of the New Notes. After any such acceleration, but
before a judgment or decree based on acceleration is obtained by the Trustee,
the registered holders of (i) a majority in aggregate principal amount of the
New Senior Notes then outstanding or (ii) a majority in aggregate principal
amount at maturity of the New Senior Discount Notes then outstanding, as the
case may be, may in each case, under certain circumstances, rescind and annul
such acceleration if all Events of Default, other than the nonpayment of
accelerated principal or Accreted Value (as the case may be), premium or
interest, have been cured or waived as provided in the applicable Indenture.

     Subject to the provisions of the Indentures 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
Indentures at the request or direction of any of the holders of the New 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 (i) a majority in aggregate principal amount of the New Senior Notes then
outstanding or (ii) a majority in aggregate principal amount at maturity of the
New Senior Discount Notes then outstanding, as the case may be, will in each
case 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 applicable series of New
Notes.

     No holder of the New Notes of any series will have any right to institute
any proceeding with respect to the applicable 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 New Senior Notes then outstanding or at least 25% of the
          aggregate principal amount at maturity of the New Senior Discount
          Notes then outstanding, as the case may be, have in each case 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 New Senior Notes then
          outstanding or a majority of the aggregate principal amount at
          maturity of the New Senior Discount Notes then outstanding, as the
          case may be, 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 New Note for enforcement of payment of the principal or Accreted Value (as
the case may be) of, and premium, if any, or interest on, such New Note on or
after the respective due dates expressed in such New Note.

AMENDMENTS AND WAIVERS

     Subject to certain exceptions, the Indenture with respect to any series of
the New Notes may be amended with respect to the New Notes of such series with
the consent of the registered holders of a majority in aggregate principal
amount of the New Senior Notes then outstanding or a majority of the aggregate
principal amount (or, if prior to July 31, 2005, the Accreted Value) of the New
Senior Discount Notes then outstanding, as the case may be (including in each
case consents obtained in connection with a tender offer or exchange offer for
such series of New Notes), and any past default or compliance with any
provisions may also be waived (except a default in the payment of principal or
Accreted Value, as the case may be, premium or interest and certain covenants
and provisions of the applicable Indenture which cannot be amended without the
consent of each holder of an outstanding New Note of such series affected
thereby) with the consent of the registered holders of at least a (i) a
majority in aggregate principal amount of the New Senior Notes then outstanding
or (ii) a majority in aggregate principal amount (or, if prior to July 31,
2005, the Accreted Value) of the New Senior Discount Notes then outstanding, as
the case may be. However, without the consent of each holder of an outstanding
New Note of any series affected thereby, no amendment of the Indenture with
respect to such series may, among other things,

      (i)   reduce the amount of New Notes of such series whose holders must
            consent to an amendment or waiver,

      (ii)  reduce the rate of or extend the time for payment of interest on any
            New Note of such series,

      (iii) reduce the principal or Accreted Value (as the case may be) of or
            extend the Stated Maturity of any New Note of such series,

      (iv)  make any New Note of such series payable in money other than that
            stated in the New Note,

      (v)  impair the right of any holder of the New Notes of such series to
           receive payment of principal (or Accreted Value, as the case may be)
           of and interest on such holder's New 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 New Notes or any Subsidiary
           Guaranty,

      (vi) subordinate the New Notes of such series or any Subsidiary Guaranty
           with respect thereto to any other obligation of Alamosa Delaware or
           the applicable Subsidiary Guarantor,

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

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

     (ix)  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
           New Notes of such series must be repurchased pursuant to such Change
           of Control Offer,

     (x)  at any time after Alamosa Delaware 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 New Notes of
          such series must be repurchased pursuant thereto,

     (xi) make any change in any Subsidiary Guaranty or the subordination
          provisions with respect thereto that would adversely affect the
          holders of the New Notes of such series,


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<PAGE>

   (xii) in the case of the Indenture related to the New Senior Discount
         Notes, modify any provision of such Indenture relating to the
         calculation of Accreted Value, or

  (xiii) make any change in Section 6.04 (Waiver of Past Default) or 6.07
         (Right of Holders to Receive Payment) of the Indenture governing such
         series, or the amendment provision described in this sentence.

     Without the consent of any holder of the New Notes, Alamosa Delaware and
the Trustee may amend either of the Indentures to:

     o    cure any ambiguity, omission, defect or inconsistency;

     o    provide for the assumption by a successor corporation of the
          obligations of Alamosa Delaware under such Indenture;

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

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

     o    secure the New Notes, to add to the covenants of Alamosa Delaware for
          the benefit of the holders of the New Notes or to surrender any right
          or power conferred upon Alamosa Delaware;

     o    make any change to the subordination provisions of such Indenture with
          respect to the Subsidiary Guaranties that would limit or terminate the
          benefits available to holders of Designated Senior Debt under such
          provisions;

     o    make any change to comply with any requirement of the Securities and
          Exchange Commission in connection with the qualification of such
          Indenture under the Trust Indenture Act; or

     o    make any change that does not adversely affect the right of any
          noteholder.

     The consent of the holders of the New Notes of a series 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, Alamosa Delaware is required to mail to each
registered holder of the New Notes of such series at such holder's address
appearing in the books of the registrar appointed under the applicable
Indenture a notice briefly describing such amendment. However, the failure to
give such notice to all holders of the New Notes of such series, or any defect
therein, will not impair or affect the validity of the amendment.


DEFEASANCE

     Alamosa Delaware at any time may terminate all its obligations, together
with all the obligations of all Restricted Subsidiaries, under a series of the
New Notes and the related Indenture ("legal defeasance"), except for certain
obligations, including those respecting the defeasance trust and obligations to
register the transfer or exchange of the New Notes of such series, to replace
mutilated, destroyed, lost or stolen New Notes of such series and to maintain a
registrar and paying agent in respect of the New Notes of such series. Alamosa
Delaware at any time may terminate, with respect to the New Notes of a series:

     (1)  its obligations under the covenants described above under "--SEC
          Reports," "--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


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<PAGE>

     (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").

     Alamosa Delaware may exercise its legal defeasance option with respect to
a series of the New Notes notwithstanding its prior exercise of its covenant
defeasance option with respect to such series.

     If Alamosa Delaware exercises its legal defeasance option with respect to
a series of the New Notes, payment of the New Notes of such series may not be
accelerated because of an Event of Default with respect thereto. If Alamosa
Delaware exercises its covenant defeasance option with respect to a series of
the New Notes, payment of the New Notes of such series may not be accelerated
because of an Event of Default specified in clause (iv) (with respect to the
covenants described under "--Certain Covenants"), (v), (vi), (vii) (but in the
case of clause (vii) with respect only to Significant Subsidiaries), (viii) or
(ix) under "--Events of Default" above with respect thereto or because of the
failure of Alamosa Delaware to comply with clause (e) under the first paragraph
of, or with the second paragraph of, "--Merger, Consolidation and Sale of
Property" above with respect thereto. If Alamosa Delaware exercises its legal
defeasance option or its covenant defeasance option with respect to a series of
the New Notes, each Subsidiary Guarantor will be released from all its
obligations under its Subsidiary Guaranty with respect to the New Notes of such
series.

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

     (a)  Alamosa Delaware irrevocably deposits in trust with the Trustee money
          or U.S. Government Obligations for the payment of principal of (or in
          the case of the New Senior Discount Notes, Accreted Value) and
          interest on the New Notes of such series to maturity or redemption, as
          the case may be;

     (b)  Alamosa Delaware delivers to the Trustee a certificate from a
          nationally recognized firm of independent certified public accountants
          expressing their opinion that the payments of principal (or in the
          case of the New Senior Discount Notes, Accreted Value) 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 (or in the case of the New Senior Discount Notes, Accreted
          Value) and interest when due on all the New 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 (vii) under "--Events of Default"
          occurs with respect to Alamosa Delaware 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 Alamosa Delaware;

     (f)  Alamosa Delaware 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, Alamosa Delaware delivers
          to the Trustee an Opinion of Counsel stating that:

          (i)  Alamosa Delaware has received from the Internal Revenue Service a
               ruling, or

          (ii) since the date of the Indenture with respect to such series 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 New Notes of
               such series


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<PAGE>

               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, Alamosa Delaware
          delivers to the Trustee an Opinion of Counsel to the effect that the
          holders of the New Notes of such series 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)  Alamosa Delaware 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 New Notes of such series have been
          complied with as required by the applicable Indenture.


GOVERNING LAW

     The Indentures and the New Notes are governed by the internal laws of the
State of New York.

THE TRUSTEE

     Except during the continuance of an Event of Default, the Trustee will
perform only such duties as are specifically set forth in the Indentures.
During the existence of an Event of Default, the Trustee will exercise such of
the rights and powers vested in it under the Indentures and use the same degree
of care and skill in its exercise as a prudent person would exercise under the
circumstances in the conduct of such person's own affairs.

CERTAIN DEFINITIONS

     Set forth below is a summary of certain of the defined terms used in the
Indentures. Reference is made to the Indentures 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.

     "Accreted Value" will initially be an amount equal to 65% of the Existing
Notes Accreted Value. Such "Accreted Value" will accrue daily and compound
quarterly until July 31, 2005 at a rate of 12.0% per annum. For purposes of
this definition, the "Existing Notes Accreted Value" will be equal to the
accreted value of the Existing Senior Discount Notes on the date prior to the
issuance of the New Notes.

     "Acquired Debt" means, with respect to any specified Person, (1) Debt of
any other Person existing at the time such other Person is merged with or into
or becomes a Subsidiary of or transfers all or substantially all of its assets
to such specified Person, which is not Incurred in connection with, or in
contemplation of, such other Person merging with or into, or becoming a
Subsidiary of, or transferring all or substantially all of its assets to, such
specified Person, and (2) Debt secured by a Lien encumbering any asset acquired
by such specified Person.

     "Additional Assets" means:

     (a)  any Property (other than cash, cash equivalents and securities) to be
          owned by Alamosa Delaware 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 Alamosa Delaware or
          another Restricted Subsidiary from any Person other than Alamosa
          Delaware or an Affiliate of Alamosa Delaware; provided, however, that,
          in the case of this clause (b), such Restricted Subsidiary is
          primarily engaged in a Telecommunications Business.


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<PAGE>

   "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:

          (i)  such specified Person;

          (ii) any Subsidiary of such specified Person; or

          (iii) 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 Alamosa Delaware 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 of Alamosa Delaware and its consolidated Restricted
Subsidiaries for Alamosa Delaware'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 Alamosa Delaware 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 Alamosa Delaware or any Restricted Subsidiary
          outside of the ordinary course of business of Alamosa Delaware or such
          Restricted Subsidiary,

     other than, in the case of clause (a) or (b) above,

          (i)  any disposition by a Restricted Subsidiary to Alamosa Delaware or
               by Alamosa Delaware or a Restricted Subsidiary to a Wholly Owned
               Restricted Subsidiary,

          (ii) any disposition that constitutes a Permitted Investment or
               Restricted Payment permitted by the covenant described under
               "--Certain Covenants--Limitation on Restricted Payments",

         (iii) any disposition effected in compliance with the first paragraph
               of the covenant described under "--Merger, Consolidation and Sale
               of Property," and

          (iv) any disposition of assets having an aggregate Fair Market Value
               of, and for which the aggregate consideration received by Alamosa
               Delaware 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, and with respect to a series of New Notes,

     (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 New Notes of such series, 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).


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<PAGE>

     "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.

     "Beneficial Owner" has the meaning given to such term under 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.

     "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
or limited liability company 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 Alamosa Delaware (or received by any direct or indirect parent Person of
Alamosa Delaware and subsequently contributed to Alamosa Delaware) from the
issuance or sale (other than to a Subsidiary of Alamosa Delaware or an employee
stock ownership plan or trust established by Alamosa Delaware or any such
Subsidiary for the benefit of their employees) by Alamosa Delaware or any
direct or indirect parent Person of Alamosa Delaware of Capital Stock (other
than Disqualified Stock) of Alamosa Delaware or such parent Person after the
Issue Date, net of attorneys' fees, accountants' fees, underwriters' or
placement agents' fees, discounts or commissions and brokerage, consultant and
other fees actually incurred by Alamosa Delaware or any Restricted Subsidiary
of Alamosa Delaware 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:

     (1)  the sale, transfer, assignment, lease, conveyance or other
          disposition, other than by way of merger or consolidation, in one or a
          series of related transactions, of all or substantially all of the
          assets of Alamosa Delaware and its Restricted Subsidiaries taken as a
          whole to any "person" or "group" as such terms are used in Section
          13(d)(3) of the Exchange Act, other than any such disposition to a
          Wholly Owned Restricted Subsidiary;

     (2)  the adoption of a plan relating to the liquidation or dissolution of
          Alamosa Delaware;

     (3)  any "person" or "group" as defined above, other than a Permitted
          Holder, becomes the Beneficial Owner, directly or indirectly, of more
          than 50.0% of the total voting power of the Voting Stock of Alamosa
          Delaware (or any direct or indirect parent company thereof);

     (4)  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 Alamosa Delaware
          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


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     (5)  Alamosa Delaware or any direct or indirect parent company thereof
          consolidates with, or merges with or into, any Person, or any Person
          consolidates with, or merges with or into, Alamosa Delaware or any
          direct or indirect parent company thereof, in any such event pursuant
          to a transaction in which any of the outstanding Voting Stock of
          Alamosa Delaware or any direct or indirect parent company thereof is
          converted into or exchanged for cash, securities or other property,
          other than any such transaction where the Capital Stock of Alamosa
          Delaware or such direct or indirect parent company outstanding
          immediately prior to such transaction is converted into or exchanged
          for Voting Stock, other than Disqualified Stock, of the surviving or
          transferee Person (or its ultimate parent Person) constituting at
          least a majority of the total voting power of the Voting Stock of such
          surviving or transferee Person (or such ultimate parent Person)
          immediately after giving effect to such transaction.

     "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 Alamosa Delaware and its consolidated Restricted Subsidiaries, plus,
to the extent not included in such total interest expense, and to the extent
Incurred by Alamosa Delaware 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,

     (i)  interest accruing on any Debt of any other Person to the extent such
          Debt is Guaranteed by Alamosa Delaware or any Restricted Subsidiary or
          is secured by any Liens on the Property of Alamosa Delaware 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 Alamosa Delaware) in
          connection with Debt Incurred by such plan or trust.


     "Consolidated Net Income" means, for any period, the net income (loss) of
Alamosa Delaware and its consolidated Subsidiaries, on a consolidated basis,
determined in accordance with GAAP; provided, however, that there shall not be
included in such Consolidated Net Income:

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

          (i)  subject to the exclusion contained in clause (d) below, Alamosa
               Delaware'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 Alamosa Delaware 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


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          (ii) Alamosa Delaware's equity in a net loss of any such Person, other
               than an Unrestricted Subsidiary or a Person as to which Alamosa
               Delaware 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 Alamosa Delaware 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 Alamosa
          Delaware, except that:

          (i)  subject to the exclusion contained in clause (d) below, Alamosa
               Delaware'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 Alamosa Delaware 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

          (ii) Alamosa Delaware'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 Alamosa Delaware 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 Alamosa Delaware 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 Alamosa Delaware (other
          than Disqualified Stock).

     Notwithstanding the foregoing, for purposes of the covenant described
under "--Certain Covenants--Limitation on Restricted Payments" only, there
shall be excluded from Consolidated Net Income any dividends, repayments of
loans or advances or other transfers of assets from Unrestricted Subsidiaries
to Alamosa Delaware 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 Alamosa Delaware or any
Restricted Subsidiary, one or more debt facilities (including the Senior
Secured Credit Facility), commercial paper facilities, indentures or other
agreements, in each case with vendors, banks, life insurance companies, mutual
funds, pension funds or other institutional lenders or trustees or investors,
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), notes or letters of
credit, in each case together with all documents related thereto (including,
without limitation, any guaranty agreements and security documents), as any of
the same may be amended (including any amendment and restatement thereof),
supplemented or otherwise modified from time to time, including any
refinancing, replacing (whether or not contemporaneously) or other
restructuring of all or any portion of the indebtedness under such agreement or
any successor or replacement agreements and whether by the same or any


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<PAGE>

other agent, lender or group of lenders or investors and whether such
refinancing or replacement is under one or more of the types of facilities,
indentures or other agreements described above.

     "Cumulative EBITDA" means, as of any date of determination, the cumulative
EBITDA of Alamosa Delaware and its consolidated Restricted Subsidiaries from
and after the last day of the fiscal quarter of Alamosa Delaware immediately
preceding the Issue Date 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 Alamosa Delaware
immediately preceding the Issue Date 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:

          (i)  debt of such Person for money borrowed, and

          (ii) debt evidenced by notes, debentures, bonds or other similar
               instruments for the payment of which such Person is responsible
               or liable;

     (b)  all Capital Lease Obligations of such Person and all Attributable Debt
          in respect of Sale and Leaseback Transactions entered into by such
          Person;

     (c)  all obligations of such Person issued or assumed as the deferred
          purchase price of Property, all conditional sale obligations of such
          Person and all obligations of such Person under any title retention
          agreement (but excluding trade accounts payable arising in the
          ordinary course of business);

     (d)  all obligations of such Person for the reimbursement of any obligor on
          any letter of credit, banker's acceptance or similar credit
          transaction (other than obligations with respect to letters of credit
          securing obligations (other than obligations described in (a) through
          (c) above) entered into in the ordinary course of business of such
          Person to the extent such letters of credit are not drawn upon or, if
          and to the extent drawn upon, such drawing is reimbursed no later than
          the third business day following receipt by such Person of a demand
          for reimbursement following payment on the letter of credit);

     (e)  the amount of all obligations of such Person with respect to the
          Repayment of any Disqualified Stock or, with respect to any Subsidiary
          of such Person, any Preferred Stock (but excluding, in each case, any
          accrued dividends);

     (f)  all obligations of the type referred to in clauses (a) through (e) of
          other Persons and all dividends of other Persons for the payment of
          which, in either case, such Person is responsible or liable, directly
          or indirectly, as obligor, guarantor or otherwise, including by means
          of any Guarantee;

     (g)  all obligations of the type referred to in clauses (a) through (f) of
          other Persons secured by any Lien on any Property of such Person
          (whether or not such obligation is assumed by such Person), the amount
          of such obligation being deemed to be the lesser of the value of such
          Property or the amount of the obligation so secured; and

     (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


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<PAGE>

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.

     "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 (including Permitted
Refinancing Debt in respect thereof).

     "Disqualified Stock" means, with respect to any Person, under the
Indenture with respect to any series of New Notes, 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 repurchasable 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 such series of New 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 with respect to a
series of New Notes 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 New Notes of such series 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 New Notes of such series 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).

     "Domestic Restricted Subsidiary" means any Restricted Subsidiary other
than (a) a Foreign Restricted Subsidiary or (b) a Subsidiary of a Foreign
Restricted Subsidiary.

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

     (a)  the sum of Consolidated Net Income for such period, plus the following
          to the extent such amount was deducted in calculating such
          Consolidated Net Income for such period:


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<PAGE>

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

          (ii) Consolidated Interest Expense;

          (iii) depreciation;

          (iv) amortization of intangibles; and

          (v)  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 Alamosa Delaware 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.

     "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 Management Agreements with Sprint or (ii) Section 13.2 of the
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 Alamosa Delaware, or

     (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 resolution
          of the Board of Directors, 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 the Issue Date, 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.


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<PAGE>

     "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:

          (i)  an endorsement for collection or deposit in the ordinary course
               of business; or

          (ii) 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 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 Alamosa Delaware.

     "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 Alamosa Delaware, other than Disqualified Stock, shall
not be considered an Investment by Alamosa Delaware. For purposes of the
covenant described under "--Certain Covenants--Limitation


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<PAGE>

on Restricted Payments," "--Certain Covenants--Designation of Restricted and
Unrestricted Subsidiaries" and the definition of "Restricted Payment,"
"Investment" shall include the portion (proportionate to Alamosa Delaware's
equity interest in such Subsidiary) of the Fair Market Value of the net assets
of any Subsidiary of Alamosa Delaware at the time that such Subsidiary is
designated an Unrestricted Subsidiary; provided, however, that upon a
redesignation of such Subsidiary as a Restricted Subsidiary, Alamosa Delaware
shall be deemed to continue to have a permanent "Investment" in an Unrestricted
Subsidiary of an amount (if positive) equal to:

     (a)  Alamosa Delaware's "Investment" in such Subsidiary at the time of such
          redesignation, less

     (b)  the portion (proportionate to Alamosa Delaware'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 New Notes are initially issued.

     "Leverage Ratio" means the ratio of:

     (a)  the outstanding Debt of Alamosa Delaware 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 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 Alamosa
          Delaware or any Restricted Subsidiary after such Asset Sale.


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     "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 New
          Notes when due, whether at maturity, by acceleration, by redemption or
          otherwise, and all other monetary obligations of Alamosa Delaware
          under the New Notes; and

     (b)  the full and punctual performance within applicable grace periods of
          all other obligations of Alamosa Delaware under the New Notes.

     "Officer" means the Chief Executive Officer, the Chief Operating Officer,
the Chief Financial Officer or the Chief Technology Officer of Alamosa
Delaware.

     "Officers' Certificate" means a certificate signed by two Officers of
Alamosa Delaware, at least one of whom shall be the principal executive officer
or principal financial officer of Alamosa Delaware, 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
Alamosa Delaware or the Trustee.

     "Permitted Holder" means (i) an issuer of Voting Stock issued to the
shareholders of Alamosa Holdings, Inc. (or any successor thereof) in a merger
or consolidation of Alamosa Delaware (or any direct or indirect parent company
thereof) that would not constitute a "Change of Control" pursuant to clause (5)
of the definition of "Change of Control," (ii) Alamosa Holdings, Inc. (or any
successor thereof), (iii) Alamosa PCS Holdings, Inc. (or any successor
thereof), and (iv) any wholly-owned subsidiary of any Person in (i), (ii) and
(iii) above.

     "Permitted Investment" means any Investment by Alamosa Delaware or a
Restricted Subsidiary in:

     (a)  Alamosa Delaware or any Restricted Subsidiary or any Person that will,
          upon the making of such Investment, become a Restricted Subsidiary;

     (b)  any Person if substantially simultaneously with and/or 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, or
          otherwise becomes a Wholly Owned Restricted Subsidiary of, Alamosa
          Delaware or a Restricted Subsidiary, provided that such Person's
          primary business is a Telecommunications Business;

     (c)  Temporary Cash Investments;

     (d)  receivables owing to Alamosa Delaware 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 Alamosa Delaware 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 Alamosa Delaware 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 Alamosa
          Delaware or a Restricted Subsidiary or in satisfaction of judgments;
          and

     (h)  Hedging Obligations Incurred in compliance with the covenant described
          under "--Certain Covenants--Limitation on Debt."


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<PAGE>

   "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 Alamosa Delaware 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 Alamosa Delaware 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 Alamosa Delaware 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 Alamosa Delaware 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 Alamosa Delaware and the
          Restricted Subsidiaries taken as a whole;

     (f)  Liens on Property at the time Alamosa Delaware or any Restricted
          Subsidiary acquired such Property, including any acquisition by means
          of a merger or consolidation with or into Alamosa Delaware or any
          Restricted Subsidiary; provided, however, that any such Lien may not
          extend to any other Property of Alamosa Delaware 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 Alamosa Delaware 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 Alamosa Delaware 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 Alamosa Delaware 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 Alamosa Delaware or any Restricted Subsidiary is party, or
          deposits to secure public or statutory obligations of Alamosa Delaware
          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;


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<PAGE>

     (k)  Liens on the Property of Alamosa Delaware 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:


          (i)  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 Indentures; and

          (ii) an amount necessary to pay any fees and expenses, including
               premiums and defeasance costs, incurred by Alamosa Delaware or
               such Restricted Subsidiary in connection with such Refinancing;

     (l)  Liens on the Property of Alamosa Delaware 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:

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

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

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

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

     (d)  the new Debt shall not be senior in right of payment to the Debt that
          is being Refinanced; provided, however, that Permitted Refinancing
          Debt shall not include:

          (x)  Debt of a Subsidiary Guarantor that Refinances Debt of Alamosa
               Delaware;

          (y)  Debt of a Subsidiary that is not a Subsidiary Guarantor that
               Refinances Debt of Alamosa Delaware or a Subsidiary Guarantor
               (other than Debt Incurred pursuant to Credit Facilities); or

          (z)  Debt of Alamosa Delaware 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


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<PAGE>

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 Alamosa Delaware 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 Alamosa Delaware, or otherwise a
calculation made in good faith by the Board of Directors after consultation
with the independent certified public accountants of Alamosa Delaware, as the
case may be.

     "Pro Forma EBITDA" means, for any period, the EBITDA of Alamosa Delaware
and its consolidated Restricted Subsidiaries, after giving effect to the
following:

     if

     (a)  since the beginning of such period, Alamosa Delaware 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 Alamosa
          Delaware 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 Indentures,
the value of any Property shall be its Fair Market Value.

     "Public Equity Offering" means an underwritten public offering of common
stock of Alamosa Delaware or any direct or indirect parent Person of Alamosa
Delaware pursuant to an effective registration statement under the Securities
Act. In the event that any direct or indirect parent Person of Alamosa Delaware
completes an underwritten public offering of such Person's common stock, any
amount of the proceeds of such offering which are contributed to Alamosa
Delaware may be used for an optional redemption of the New Notes as described
under "Optional Redemption."

     "Purchase Money Debt" means Debt:

     (a)  consisting of the deferred purchase price of property, conditional
          sale obligations, obligations under any title retention agreement,
          other purchase money obligations and obligations in respect of
          industrial revenue bonds, in each case where the maturity of such Debt
          does not exceed the anticipated useful life of the Property being
          financed; and

     (b)  Incurred to finance the acquisition, construction or lease by Alamosa
          Delaware 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 Alamosa Delaware or such
Restricted Subsidiary.


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<PAGE>

     "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 Alamosa Delaware or any Restricted Subsidiary
          (including any payment in connection with any merger or consolidation
          with or into Alamosa Delaware or any Restricted Subsidiary), except
          for

          (i)  any dividend or distribution that is made solely to Alamosa
               Delaware 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 Alamosa
               Delaware 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 Alamosa Delaware;

     (b)  the purchase, repurchase, redemption, acquisition or retirement for
          value of any Capital Stock of Alamosa Delaware (other than from
          Alamosa Delaware 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 Alamosa Delaware 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 Alamosa Delaware 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 Alamosa Delaware
or a Restricted Subsidiary transfers such Property to another Person and
Alamosa Delaware or a Restricted Subsidiary leases it from such Person.

     "Securities Act" means the Securities Act of 1933.

     "Senior Debt" of Alamosa Delaware means all Debt of Alamosa Delaware,
except:

     (a)  Debt of Alamosa Delaware that is by its terms subordinate in right of
          payment to the New Notes;


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<PAGE>

     (b)  any Debt Incurred in violation of the provisions of the Indentures;

     (c)  accounts payable or any other obligations of Alamosa Delaware to trade
          creditors created or assumed by Alamosa Delaware 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 Alamosa Delaware;

     (e)  any obligation of Alamosa Delaware to any Subsidiary; or

     (f)  any obligations with respect to any Capital Stock of Alamosa Delaware.

     "Senior Debt" of any Subsidiary Guarantor has a correlative meaning to
Senior Debt of Alamosa Delaware.

     "Senior Secured Credit Facility" means the credit facility issued pursuant
to the Amended and Restated Credit Agreement, dated as of March 30, 2001, among
Alamosa Delaware, 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 and supplemented from time to time.

     "Significant Subsidiary" means any Subsidiary that would be a "Significant
Subsidiary" of Alamosa Delaware within the meaning of Rule 1-02 under
Regulation S-X promulgated by the Securities and Exchange Commission.

     "Sprint PCS Affiliate" means any Person whose sole or predominant business
is operating (directly or through one or more subsidiaries) a personal
communications services business pursuant to arrangements with Sprint Spectrum
L.P. and/or its Affiliates, or their successors, similar to the Management
Agreements with Sprint.

     "Sprint PCS Affiliate Parent" means any Person that owns 75% or more of
the issued and outstanding common stock, calculated on a fully diluted basis,
of a Sprint PCS Affiliate and whose primary business is either being a Sprint
PCS Affiliate or holding the Capital Stock of one or more Sprint PCS
Affiliates.

     "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 Alamosa Delaware or any
Subsidiary Guarantor (whether outstanding on the Issue Date or thereafter
Incurred) that is subordinate or junior in right of payment to the New Notes or
the applicable Subsidiary Guaranty pursuant to a written agreement to that
effect.

     "Subsidiary" means, in respect of any Person, any corporation, company
(including any limited liability company), association, partnership, joint
venture or other business entity of which a majority of the total voting power
of the Voting Stock is at the time owned or controlled, directly or indirectly,
by:

     (a)  such Person;

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

     (c)  one or more Subsidiaries of such Person.

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


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<PAGE>

     "Subsidiary Guaranty" means a Guarantee on the terms set forth in the
Indentures by a Subsidiary Guarantor of Alamosa Delaware's obligations with
respect to the New 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 Alamosa
Delaware 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:

          (i)  a bank meeting the qualifications described in clause (b) above;
               or

          (ii) 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 Alamosa Delaware) 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:

          (i)  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

          (ii) such obligations mature within 180 days of the date of
               acquisition thereof.


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<PAGE>

     "Unrestricted Subsidiary" means:

     (a)  any Subsidiary of Alamosa Delaware 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 Alamosa Delaware and its
other Wholly Owned Subsidiaries.

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.


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<PAGE>

     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.

     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, 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 or the trustee 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.


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                           DESCRIPTION OF THE UNITS

     The Units are composed exclusively of one (1) share of Preferred Stock and
73.61 CVRs. The Units' exclusive source of rights or privileges, and hence
their sole source of value, are the Preferred Stock and CVRs which underlie
each Unit.

     At the close of business on the CVR's Maturity Date, the Units willl
automatically be cancelled and the Preferred Stock will exist, and be
transferrable, as a security independent and unassociated with either the Units
or the CVRs.

                        DESCRIPTION OF PREFERRED STOCK

     The following is a summary of the material terms and provisions of the
Preferred Stock. The Preferred Stock is more completely described in the
certificate of designation establishing the Preferred Stock.

GENERAL

     Under Parent's charter, the board of directors is authorized to issue 300
million shares of stock, consisting of 290 million shares of common stock, par
value $0.01 per share, and 10 million shares of preferred stock, par value
$0.01 per share, to classify any unissued shares of preferred stock and to
reclassify any previously classified but unissued shares of preferred stock of
any series from time to time, in one or more series, subject to the rights of
holders of any class or series of its preferred stock, without stockholder
approval.

     Parent's board of directors will adopt a certificate of designation
establishing the number and fixing the terms, designations, powers,
preferences, rights, limitations and restrictions of a series of preferred
stock designated the Series B Convertible Preferred Stock. Up to 750,000 shares
of Preferred Stock will be authorized. Parent will issue up to 698,000 shares
of Preferred Stock in the Exchange Offers. As of the date of this disclosure
statement, there are no other classes or series of preferred stock authorized,
except the Series A Preferred Stock, of which there are no shares outstanding
as of the date of this Disclosure Statement.

     Under Delaware law, a stockholder is not personally liable for Parent
obligations solely as a result of his or her status as a stockholder.

RANKING

     The Preferred Stock, with respect to dividend rights and the distribution
of assets upon Parent's liquidation, dissolution or winding up, will rank (i)
junior to all non-equity indebtedness of Parent; (ii) senior to all classes or
series of Parent common stock and to all equity securities the terms of which
specifically provide that such equity securities rank junior to the Preferred
Stock (collectively the "Junior Stock"); (iii) on a parity with all equity
securities issued by Parent, which issuance shall be subject to the receipt of
applicable consents from the holders of Preferred Stock as described under
"Voting Rights" below, other than those referred to in clauses (ii) and (iv);
and (iv) junior to all equity securities issued by Parent, which issuance shall
be subject to the receipt of applicable consents from the holders of Preferred
Stock as described under "Voting Rights" below, the terms of which specifically
provide that such equity securities rank senior to such Preferred Stock.

DIVIDENDS

     After July 31, 2008, (the "Preferred Adjustment Date") holders of
Preferred Stock will be entitled to receive cumulative cash dividends at the
annual rate of 4.50% of the Base Amount. Such cash dividends will accrue daily
and be payable quarterly in arrears on the last calendar day of each January,
April, July and October, or, if not a business day, the next succeeding
business day (each a "Dividend Payment Date"), commencing on the first Dividend
Payment Date after the Preferred Adjustment Date. The "Base Amount" per share
of Preferred Stock will be $250.00 at the time of issuance of the Preferred
Stock, and will accrue daily at an annual rate of 6.0%, compounded quarterly,
to a final accreted value of approximately $331.74 per share of Preferred Stock
at the Preferred Adjustment Date (assuming that the Preferred Stock is issued
on October 31, 2003).


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<PAGE>

     In addition, if any dividends or distributions are paid on Parent's common
stock (other than a dividend or distribution consisting of Parent's common
stock), the holders of Preferred Stock will be paid dividends or distributions
per share of Preferred Stock in an amount equal to what such holder would have
received had it converted its shares of Preferred Stock into shares of Parent
common stock immediately prior to the record date for the payment of such
dividend or distribution.

     Parent will prorate and compute any dividend payable for a partial
dividend period on the basis of a 360-day year consisting of twelve 30-day
months. Parent will pay dividends to holders of record as they appear in its
share records at the close of business on the applicable dividend record date.

     No dividend on the Preferred Stock will be authorized or declared or paid
or set apart for payment by Parent if such authorization, declaration, payment
or setting apart for payment would violate any of its agreements or is
restricted or prohibited by law.

     Notwithstanding the foregoing, dividends on the Preferred Stock will
accrue whether or not Parent has earnings, whether or not there are funds
legally available for the payment of dividends and whether or not such
dividends are authorized by its board of directors. Accumulated but unpaid
dividends will cumulate as of the dividend payment date on which they first
become payable or on the date of redemption, as the case may be.

     When dividends are not paid in full (or a sum sufficient for such full
payment is not so set apart) on the Preferred Stock and all other equity
securities ranking on a parity as to dividends with the Preferred Stock, all
dividends declared upon the Preferred Stock and any other equity securities
ranking on a parity as to dividends with the Preferred Stock shall be declared
pro rata so that the amount of dividends declared per share of Preferred Stock
and such other series of preferred stock shall in all cases bear to each other
the same ratio that accumulated dividends per share on the Preferred Stock and
such other equity security bear to each other. No interest, or sum of money in
lieu of interest, shall be payable in respect of any dividend payment or
payments on the Preferred Stock which may be in arrears.

     Except as provided in the immediately preceding paragraph, unless full
cumulative dividends on the Preferred Stock have been or contemporaneously are
authorized and paid or authorized and a sum sufficient set apart for payment
for all past distribution periods and the then current dividend period:

     o    no dividends, other than distributions in kind of Parent common stock
          or other shares of its equity securities ranking junior to Preferred
          Stock as to distributions and upon liquidation, may be authorized or
          paid or set aside for payment, and no other dividend may be authorized
          or made upon, shares of Parent common stock or any other shares of its
          equity securities ranking junior to or on a parity with the Preferred
          Stock as to distributions or upon liquidation (other than pro rata
          dividends on preferred stock ranking on a parity as to distributions
          with the Preferred Stock); and

     o    no shares of Parent common stock or any other shares of Parent's
          equity securities ranking junior to or on a parity with the Preferred
          Stock as to distributions or upon liquidation may be redeemed,
          purchased or otherwise acquired for any consideration (or any moneys
          be paid to or made available for a sinking fund for the redemption of
          any such shares) by Parent or any subsidiary of Parent, except by
          conversion into or exchange for other shares ranking junior to the
          Preferred Stock as to distributions and amounts upon liquidation.

LIQUIDATION, DISSOLUTION OR WINDING UP.

     Upon any voluntary or involuntary liquidation, dissolution or winding up
of Parent, as a holder of Preferred Stock you will be entitled to receive out
of the assets of Parent available for distribution to shareholders (after
payment or provision for all of Parent's debts and other liabilities but before
any payment or provision for any Junior Stock) a liquidation preference equal
to the greater of:

     o    the amount per share of Preferred Stock equal to the Base Amount as of
          such date, plus any accrued and unpaid dividends; and


                                       88
<PAGE>

     o    the amount per share the holder would have received in connection with
          such voluntary or involuntary liquidation, dissolution or winding up
          of Parent had such holder converted such share of Preferred Stock into
          shares of common stock immediately prior to such event.

     If, upon any voluntary or involuntary liquidation, dissolution or winding
up of Parent, its assets are insufficient to make full payment of the
liquidating distributions to holders of the Preferred Stock and any other
shares of Parent's equity securities ranking on a parity with the Preferred
Stock as to liquidation rights, then the holders of the Preferred Stock and
parity shares will share ratably in any distribution of assets in proportion to
the full liquidating distributions to which they would otherwise be
respectively entitled.

     After payment of the full amount of the liquidating distributions to which
they are entitled, the holders of Preferred Stock will have no right or claim
to any of the remaining assets of Parent.

     The consolidation or merger of Parent with or into another entity, the
merger of another entity with or into Parent, or the sale, lease, transfer or
conveyance of all or substantially all of Parent's property or business, will
in each case not be deemed to constitute a liquidation, dissolution or winding
up of Parent.

VOTING RIGHTS

     As a holder of Preferred Stock, you will have one (1) vote per share of
Preferred Stock held by you on all matters submitted to a vote of the
shareholders of Parent.

     If, after the Preferred Adjustment Date, dividends on the Preferred Stock
are in arrears and unpaid for six or more dividend periods (whether or not
consecutive), the holders of the Preferred Stock, voting as a single class with
the holders of all series of Parent preferred stock ranking on a parity with
the Preferred Stock, will be entitled to elect two additional directors to
Parent's board of directors. Upon the election of any additional directors, the
number of directors that comprise Parent's board of directors will be increased
by such number of additional directors. Such voting rights and the terms of the
directors so elected will continue until such time as the dividend arrearage on
the Preferred Stock has been paid in full.

     In addition, so long as any shares of Preferred Stock remain outstanding,
Parent may not, without the affirmative vote of holders of at least two-thirds
of the outstanding Preferred Stock voting separately as one (1) class:

     o    authorize, or create, or increase the authorized or issued amount of,
          any class or series of equity securities ranking senior to or on
          parity with the outstanding Preferred Stock with respect to the
          payment of dividends or the distribution of assets upon our voluntary
          or involuntary liquidation, dissolution or winding up; or

     o    amend, alter or repeal the provisions of Parent's charter (including
          the certificate of designation of the Preferred Stock) (other than by
          merger or consolidation), so as to adversely affect any power,
          preference or special right of the Preferred Stock or the holders
          thereof.

     So long as 50% or more of the shares of Preferred Stock originally issued
remain outstanding Parent may not, without the affirmative vote of holders of
at least two-thirds of the outstanding Preferred Stock voting separately as one
class, merge, consolidate, reorganize or effect any other business combination
involving Parent or sell all or substantially all of the assets of Parent (an
"Event"), unless (i) the resulting corporation will thereafter have no class or
series of equity securities either authorized or outstanding ranking senior to
or on parity with the Preferred Stock as to dividends or as to distributions of
assets upon liquidation, dissolution or winding up, except the same number of
shares of such equity securities with the same rights, preferences, powers and
privileges as the shares of equity securities of Parent that are authorized and
outstanding immediately prior to such transaction and (ii) the shares of
Preferred Stock will become shares of either the surviving entity, in case of a
business combination, or the transferee to which such sale or other disposition
is made, having in respect of such surviving entity or transferee, as the case
may be, the same proportional interest and the powers, preferences and rights
that the Preferred Stock had immediately prior to such transaction.


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<PAGE>

     If less than 50% of the shares of Preferred Stock originally issued remain
outstanding Parent may not, without the affirmative vote of holders of at least
two-thirds of the outstanding Preferred Stock voting separately as one class,
effect an Event, unless in connection with such Event, either

     o    (i) the resulting corporation will thereafter have no class or series
          of equity securities either authorized or outstanding ranking senior
          to or on parity with the Preferred Stock as to dividends or as to
          distributions of assets upon liquidation, dissolution or winding up,
          except the same number of shares of such equity securities with the
          same rights, preferences, powers and privileges as the shares of
          equity securities of Parent that are authorized and outstanding
          immediately prior to such transaction and (ii) the shares of Preferred
          Stock will become shares of either the surviving entity, in case of a
          business combination, or the transferee to which such sale or other
          disposition is made, having in respect of such surviving entity or
          transferee, as the case may be, the same proportional interest and the
          powers, preferences and rights that the Preferred Stock had
          immediately prior to such transaction; or

     o    each share of Preferred Stock is converted into cash in an amount
          equal to the highest of (i) the value of the consideration such share
          would have received in connection with such Event on an as-converted
          basis, and (ii) an amount equal to the Base Amount at the Preferred
          Adjustment Date, plus any accrued and unpaid dividends.

     In addition, (i) any increase in the amount of the authorized preferred
stock, or (ii) the creation or issuance of any other series of Parent preferred
stock (or any increase in the amount of authorized shares of such series), in
each case ranking junior to the Preferred Stock with respect to payment of
dividends or the distribution of assets upon liquidation, dissolution or
winding up, will not be deemed to affect the power, preferences or special
rights of the Preferred Stock so as to affect the holders thereof adversely,
except as otherwise required by law.

     The foregoing voting provisions will not apply if, at or prior to the time
when the act with respect to which such vote would otherwise be required will
be effected, all outstanding shares of Preferred Stock have been redeemed or
called for redemption and sufficient funds shall have been deposited in trust
to effect such redemption.

CONVERSION AT THE HOLDER'S OPTION

     Each share of Preferred Stock is convertible at your option at any time
after the issue date into 73.61 shares of Parent common stock which is
calculated by dividing the initial Base Amount of $250.00 per share (without
giving effect to any accretion thereof), by the conversion price, rounding to
the nearest whole number. The initial conversion price is $3.40, subject to
anti-dilution adjustments, as described below. Such shares of common stock into
which the shares of Preferred Stock are convertible will be freely tradable
upon completion of the restructuring transaction.

     Your option to convert shares of Preferred Stock into Parent common stock
will terminate at the close of business on the business day preceding the
Mandatory Redemption Date (as defined below) (subject to any extension
necessary to permit the expiration of any applicable waiting period under the
HSR Act), unless we default in making payment of any cash payable upon
mandatory redemption. See "--Mandatory Redemption."

     If a dividend is declared by Parent's board of directors for any dividend
period, the holders of shares of Preferred Stock at the close of business on a
record date will be entitled to receive the dividend payment on those shares on
the corresponding dividend payment date notwithstanding the conversion of such
shares following that record date. However, if the dividend payable on the
dividend payment date is payable in cash, shares of Preferred Stock surrendered
for conversion during the period between the close of business on the
corresponding record date and the opening of business on such dividend payment
date must be accompanied by payment of an amount in cash equal to the dividends
that would accrue from the date of conversion to that dividend payment date. A
holder of shares of Preferred stock on a record date who (or whose transferee)
tenders any shares for conversion on the corresponding dividend payment date
will receive any dividend payable by Parent on the Preferred Stock on that
date, and the converting holder need not include payment in the amount of such
dividend upon surrender of shares of Preferred Stock for conversion.


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     The conversion price is subject to adjustment, in accordance with formulas
that will be set forth in the certificate of designation, in certain events,
including upon:

     o    any issuance to any person of shares of Parent common stock or rights,
          options or warrants entitling them to subscribe for or purchase shares
          of Parent common stock or securities convertible into or exchangeable
          for shares of Parent common stock at less than the Market Value;
          provided, however, that no adjustment will be made with respect to
          such an issuance if the holder of shares of Preferred Stock would be
          entitled to receive such shares or rights, options or warrants either
          prior to or upon conversion at any time of such shares of Preferred
          Stock into Parent common stock; and provided, however, that if such
          rights, options or warrants are only exercisable upon the occurrence
          of certain triggering events, then the conversion price will not be
          adjusted until such triggering events occur; and provided, further,
          that no adjustment will be made with respect to (i) any option grant
          or any exercise thereof under any of Parent's employee benefit plans
          or stock option plans which are in existence as of the issue date or
          which are approved by Parent's board of directors at any time
          subsequent thereto, (ii) any such shares or rights, options or
          warrants issued in connection with an acquisition approved by Parent's
          board of directors, (iii) any issuance of shares of Parent common
          stock pursuant to any plan providing for the reinvestment of dividends
          or interest payable on securities of Parent and in the investment of
          dividends or interest payable on securities of Parent and the
          investment of additional optional amounts in shares of Parent common
          stock under any such plan, (iv) any issuance of securities by Parent
          in underwritten public offerings, (v) any issuance of Parent common
          stock upon conversion of the Preferred Stock or (vi) any issuance of
          Parent common stock in connection with the CVRs;

     o    any stock split, subdivision, combination or reclassification of, or
          dividends or distributions consisting of, Parent common stock; or

     o    a tender or exchange offer made by Parent or any of its subsidiaries
          for all or any portion of Parent's common stock where such tender or
          exchange offer (i) shall require the payment to holders of purchased
          shares of an aggregate consideration having a fair market value that
          combined together with the consideration payable in respect of any
          other tender or exchange offered by Parent or any subsidiary expiring
          within the 12 months preceding the expiration of such tender or
          exchange offer, exceeds 10% of the Market Value times the number of
          shares of Parent common stock outstanding and (ii) involves aggregate
          consideration per share in excess of the Market Value per share on the
          expiration date of such tender or exchange offer.

     The term "Market Value" means the average closing price of Parent common
stock for a five consecutive trading day period on such national securities
exchange or automated quotation system on which the Parent common stock is then
listed or authorized for quotation or, if not so listed or authorized for
quotation, an amount determined in good faith by Parent's board of directors to
be the fair value of the Parent common stock.

     No adjustment of the conversion price will be required to be made until
the cumulative adjustments, whether or not made, amount to 1% or more of the
conversion price as last adjusted. We reserve the right to make such reductions
in the conversion price, in addition to those required in the foregoing
provisions, as we consider to be advisable in order that any event treated for
federal income tax purposes as a dividend of stock or stock rights will not be
taxable to the recipients. In the event we elect to make such a reduction in
the conversion price, we will comply with the requirements of securities laws
and regulations thereunder if and to the extent that such laws and regulations
are applicable in connection with the reduction of the conversion price.

     Subject to the provisions described under "--Changes of Control",
following Parent's reclassification, consolidation or merger with or into
another person or any merger of another person with or into Parent (with
certain exceptions), or any sale or other disposition of all or substantially
all of Parent's assets (computed on a consolidated basis) (each such event, a
"Reorganization Event"), each share of Preferred Stock then outstanding will,
without the consent of any holder of Preferred Stock, be convertible at any
time at the option of the holder thereof only into the kind and amount of


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securities, cash and other property receivable upon such reclassification,
consolidation, merger, sale or other disposition by a holder of the number of
shares of Parent common stock into which such Preferred Stock was convertible
immediately prior thereto, after giving effect to any adjustment event. Parent
shall not affect any such Reorganization Event unless, prior to the
consummation thereof, the successor entity (if other than Parent) resulting
from such Reorganization Event, shall assume, by written instrument, the
obligation to deliver to the holders of the Preferred Stock such shares of
stock, securities or assets which, in accordance with the foregoing provisions,
such holders shall be entitled to receive upon such conversion.

     We will give you notice of any change in the conversion price:

     o    by issuing a press release for publication on the PR Newswire or an
          equivalent newswire service, if required by and in accordance with the
          federal securities laws or the rules of any stock exchange on which
          the Preferred Stock or Parent common stock is listed or traded; and

     o    by mail or publication (with subsequent prompt notice by mail), as
          soon as practicable after the change of the conversion price, but in
          no event later than ten days after the change of the conversion price.


AUTOMATIC CONVERSION

     If the holders of 662/3% or more of the Preferred Stock have converted
their Preferred Stock into common stock of Parent (a "Conversion Event"), then
all the remaining shares of Preferred Stock will automatically convert into
such common stock.

     The holders of the Preferred Stock upon the occurrence of a Conversion
Event will have the right to receive a cash dividend payment in an amount equal
to any accrued and unpaid dividends on the Preferred Stock as of the date of
the Conversion Event (the "Automatic Conversion Date") (other than previously
declared dividends on the Preferred Stock payable to a holder of record as of a
prior date), whether or not declared, out of legally available assets of the
Parent. Dividends on the shares of Preferred Stock will cease to accrue and
such shares of Preferred Stock will cease to be outstanding on the Automatic
Conversion Date unless we default in making payments of any amount payable upon
the Automatic Conversion Date.

     Parent will make such arrangements as it deems appropriate for the
issuance of certificates, representing shares of Parent common stock, and for
any payment of cash in respect of accrued and unpaid dividends on the Preferred
Stock or cash in lieu of fractional shares, if any, in exchange for and
contingent upon the surrender of certificates representing the shares of
Preferred Stock, and Parent may defer the payment of dividends on such shares
of Parent common stock and the voting thereof until, and make such payment and
voting contingent upon, the surrender of such certificates representing the
shares of Preferred Stock, provided, however, that Parent will give the holders
of Preferred Stock such notice of any such actions as it deems appropriate and
upon such surrender such holders will be entitled to receive such dividends
declared and paid on such shares of Parent common stock subsequent to the
Automatic Conversion Date. Amounts payable in cash in respect of the shares of
Preferred Stock or in respect of such shares of common stock will not bear
interest.

     We will give you notice of the automatic conversion:

     o    by issuing a press release for publication on the PR Newswire or an
          equivalent newswire service, if required by and in accordance with the
          federal securities laws or the rules of any stock exchange on which
          the Preferred Stock or Parent common stock is listed or traded; and

     o    by mail or publication (with subsequent prompt notice by mail),

     In addition to any information required by applicable law or regulation,
the press release and notice of automatic conversion will state, as
appropriate;

     o    the Automatic Conversion Date;

     o    the number of shares of common stock to be issued upon automatic
          conversion;

     o    the number of shares of Preferred Stock to be converted; and


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     o    the amount of any cash dividend payable on such Automatic Conversion
          Date.

OPTIONAL REDEMPTION

     The Preferred Stock may not be redeemed at the option of the Parent.

MANDATORY REDEMPTION

     On, but not before, July 31, 2013 (the "Mandatory Redemption Date"),
Parent must redeem all, but not less than all, shares of Preferred Stock for an
amount per share equal to the Base Amount, plus accrued and unpaid dividends.

     The certificate of designation of the Preferred Stock will provide that if
at the Mandatory Redemption Date, Parent does not have sufficient capital and
surplus legally available to redeem all the outstanding shares of Preferred
Stock, Parent will take all reasonable measures permitted under the Delaware
General Corporation Law to increase the amount of its capital and surplus
legally available, and Parent will redeem as many shares of Preferred Stock as
it may legally redeem, ratably (as nearly as may be practicable without
creating fractional shares) from the holders thereof in proportion to the
number of shares held by them, and shall thereafter from time to time, as soon
as it shall have funds available therefor, redeem as many shares of Preferred
Stock as it legally may until it has redeemed all of the outstanding shares of
Preferred Stock.

     Your option to convert shares of Preferred Stock into shares of Parent
common stock will terminate at the close of business on the business day
preceding the Mandatory Redemption Date (subject to any extension necessary to
permit the expiration of any applicable waiting period under the HSR Act),
unless we default in making any payment of any cash payable upon mandatory
redemption.

     We will give you notice of the mandatory redemption:

     o    by issuing a press release for publication on the PR Newswire or an
          equivalent newswire service, if required by and in accordance with the
          federal securities laws or the rules of any stock exchange on which
          the Preferred Stock or Parent common stock is listed or traded; and

     o    by mail or publication (with subsequent prompt notice by mail), at
          least 30 but no more than 60 days in advance of the mandatory
          redemption date.

     In addition to any information required by applicable law or regulation,
the press release (if required) and notice of mandatory redemption will state,
as appropriate:

     o    the Mandatory Redemption Date;

     o    the total number of shares of Preferred Stock to be mandatorily
          redeemed;

     o    that each outstanding share of Preferred Stock will be redeemed for an
          amount in cash equal to the Base Amount, plus any accrued and unpaid
          dividends through the Mandatory Redemption Date;

     o    that dividends on the Preferred Stock to be mandatorily redeemed will
          cease to be payable on the mandatory redemption date, unless we
          default in making payment of any cash payable upon mandatory
          redemption;

     o    that your option to convert shares of Preferred Stock into Parent
          common stock will terminate at the close of business on the business
          day preceding the mandatory redemption date (subject to any extension
          necessary to permit the expiration of any applicable waiting period
          under the HSR Act), unless we default in making payment of any cash
          payable upon mandatory redemption;

     o    the conversion ratio then in effect; and

     o    that you must surrender any Preferred Stock certificates to us or the
          transfer agent.


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CHANGE IN CONTROL

     In the event that a Change of Control occurs at any time while any shares
of Preferred Stock are outstanding, each of the holders of the then outstanding
shares of Preferred Stock will have the right to give notice that they are
exercising a Change of Control election (a "Change of Control Election") with
respect to all or any number of such holder's shares of Preferred Stock, during
the period (the "Exercise Period") beginning on the 30th day and ending on the
60th day after the mailing by Parent of the notice referred to below. Upon any
such election, Parent will redeem for cash each of such holder's shares for
which such an election is made, to the extent permitted by applicable law, at a
redemption price equal to 101% of the Base Amount as of the Change of Control
Payment Date (as defined below) plus the amount of any accrued and unpaid
dividends as of such date.

     On or before the thirtieth (30th) day after a Change of Control, Parent
will mail to all holders of record of the Preferred Stock at their respective
addresses as the same shall appear on the books of Parent as of such date, a
notice disclosing (i) the Change of Control, (ii) that, if such holder
exercises the Change of Control Election, Parent will redeem any or all of such
holder's shares of Preferred Stock at a redemption price equal to 101% of the
Base Amount as of the Change of Control Payment Date, plus any accrued and
unpaid dividends as of such date, and (iii) the procedure which the holder must
follow to exercise the redemption right provided above.

     To exercise the Change of Control election, a holder of the Preferred
Stock must deliver during the Exercise Period written notice to Parent of the
holder's exercise of the Change of Control Election, accompanied by each
certificate evidencing shares of the Preferred Stock with respect to which the
Change of Control Election is being exercised, duly endorsed for transfer to
Parent. On or prior to the fifth (5th) business day (the "Change of Control
Payment Date") after the end of the Exercise Period, Parent will redeem all
shares of Preferred Stock properly surrendered to Parent during the Exercise
Period for redemption in connection with the exercise of the Change of Control
Election and will cause payment to be made on such day in cash for such shares
of Preferred Stock.

     Parent will comply with the requirements of Rule 14e-1 under the Exchange
Act and any other securities laws and regulations thereunder to the extent
those laws and regulations are applicable to the repurchase of the shares of
Preferred Stock as a result of a Change of Control.

     On the Change of Control Payment Date, Parent will, to the extent lawful,
(1) accept for payment all shares of Preferred stock properly tendered; and (2)
deposit with the paying agent (which may be Parent or a subsidiary thereof) an
amount equal to the change of control payment in respect of all shares of
Preferred Stock so tendered.

     The paying agent will mail promptly to each holder of shares of Preferred
Stock so tendered the change of control payment for the shares of Preferred
Stock, and the transfer agent will promptly authenticate and mail, or cause to
be transferred by book entry, to each holder a new certificate for shares equal
to any unpurchased shares of Preferred Stock surrendered.

     Parent will not be required to make an offer to purchase following a
Change of Control if a third party makes the offer to purchase in the manner,
at the times and otherwise in compliance with the requirements set forth herein
and purchases all shares of Preferred Stock validly tendered and not withdrawn
under such offer to purchase.

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

          (1) the sale, transfer, assignment, lease, conveyance or other
     disposition, other than by way of merger or consolidation, in one or a
     series of related transactions, of all or substantially all of the assets
     of Parent and its subsidiaries taken as a whole to any "person" or "group"
     as such terms are used in Section 13(d)(3) of the Exchange Act, other than
     any such disposition to a wholly-owned subsidiary;

          (2) the adoption of a plan relating to the liquidation or dissolution
     of Parent;

          (3) any "person" or "group" as defined above, other than a Permitted
     Holder, becomes the beneficial owner, directly or indirectly, of more than
     50.0% of the total voting power of the voting stock of Parent (or any
     direct or indirect parent company thereof);


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          (4) 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 of directors
     or whose nomination for election by the shareholders of Parent 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

          (5) Parent or any direct or indirect parent company thereof
     consolidates with, or merges with or into, any person, or any person
     consolidates with, or merges with or into, Parent or any direct or indirect
     parent company thereof, in any such event pursuant to a transaction in
     which any of the outstanding voting stock of Parent or any direct or
     indirect parent company thereof is converted into or exchanged for cash,
     securities or other property, other than any such transaction where the
     capital stock of Parent or such direct or indirect parent company
     outstanding immediately prior to such transaction is converted into or
     exchanged for voting stock of the surviving or transferee person (or its
     ultimate parent person) constituting at least a majority of the total
     voting power of the voting stock of such surviving or transferee person (or
     such ultimate parent person) immediately after giving effect to such
     transaction.

     "Permitted Holder" means (i) an issuer of voting stock issued to the
shareholders of Alamosa Holdings, Inc. (or any successor thereof) in a merger
or consolidation of Parent (or any direct or indirect parent company thereof)
that would not constitute a "Change of Control" pursuant to clause (5) of the
definition of "Change of Control," and (ii) any wholly-owned subsidiary of any
such issuer in (i) above.

TRANSFER AGENT AND REGISTRAR

     The transfer agent and registrar for the Preferred Stock will be Mellon
Investor Services LLC.

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                    DESCRIPTION OF CONTINGENT VALUE RIGHTS

     The CVRs will be issued under the contingent value rights agreement (the
"CVR Agreement") to be executed immediately prior to completion of the Exchange
Offers by and among Parent, Alamosa Delaware and a designated rights agent (the
"Rights Agent"). Because this section is a summary, it does not describe every
aspect of the CVRs. For purposes of this Section, Parent and Alamosa Delaware
are collectively referred to as the "Issuers."


PAYMENT AT MATURITY DATE

     The CVRs will mature six months after the consummation of the
Restructuring Transactions (the "Maturity Date"). The Issuers will pay each
holder of a CVR the amount (the "Payment Amount"), if any, by which $3.40 (the
"Target Price") exceeds the greater of:

     o    the sum of the Weighted Average Price for all trading days during the
          Valuation Period (the "Current Market Value"); and

     o    $2.82 (the "Minimum Price").

     The "Weighted Average Price" means, for any trading day, the product of:
(a) the average of the intra-day high and low for Parent common stock during
such trading day, and (b) the quotient obtained by dividing (i) the trading
volume of shares of Parent common stock for such trading day, by (ii) the
aggregate trading volume of Parent common stock during the Valuation Period.

     The "Valuation Period" is the six-month period immediately preceding and
including the Maturity Date.

     The Issuers will pay the Payment Amount per CVR three business days after
the Maturity Date. Both the Target Price and Minimum Price are subject to
antidilution adjustments, as described below under "Antidilution."

     The CVRs are unsecured obligations of Parent and Alamosa Delaware and will
rank equally with all other unsecured obligations of Parent and Alamosa
Delaware.

PAYMENT IN CASH, DEBT OR PARENT COMMON SHARES; NO INTEREST

     The Issuers, at their option, may pay any Payment Amount due to CVR
holders in cash, in Parent common stock, or in New Notes or a combination of
any of them; provided, that the form of the Payment Amount and, if the issuers
elect to pay the Payment Amount in a combination of forms, the relative amount
of each such form, shall be identical for each CVR. If the Issuers elect to pay
any amount due under the CVRs in New Notes, any such payment made in respect of
a CVR originally issued in exchange for Senior Notes will be made in New Senior
Notes, and any payment made in respect of a CVR originally issued in exchange
for Senior Discount Notes will be made in New Senior Discount Notes.

     If payment is made in shares of Parent common stock, each such share will
be valued at $2.82 (the "Common Stock Value"). If payment is made in New Notes,
such notes will be valued at par.

     If payment is made in shares of common stock or in New Notes, then such
securities will be freely tradeable.

     Other than in the case of interest on the Default Amount (as defined
below), no interest will accrue on any amounts payable to the CVR holders
pursuant to the terms of the CVRs.

PAYMENT UPON THE OCCURRENCE OF A DISPOSITION

     Following the consummation of a Disposition (as defined below), the
Issuers will give notice and pay to CVR holders an amount for each CVR (the
"Disposition Payment"), if any, by which the Discounted Target Price (as
defined below) exceeds the greater of:

     o    the amount of cash received for each share of Parent common stock by
          the holder thereof as a result of such Disposition, plus the fair
          market value, as determined in good faith by an


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          independent nationally recognized investment banking firm (the
          "Independent Financial Expert"), of the non-cash consideration, if
          any, received for each such share (assuming that such holder did not
          exercise any right of appraisal granted under law with respect to such
          Disposition) (collectively, the "Disposition Consideration"), and

     o    the Minimum Price.

     The "Discounted Target Price" for a Disposition Payment is the Target
Price discounted from the Maturity Date to the Disposition Payment Date at a
per annum rate of 10%.

     The Disposition Payment Date will be the date established by the Issuers
for payment of the amount due on the CVRs in respect of a disposition, which in
no event will be more than 30 days after the date on which such Disposition was
consummated. The Target Price, the Discounted Target Price and the Minimum
Price will be subject to antidilution adjustments as described below.

     "Disposition" shall mean:

     o    a merger, consolidation or other business combination involving Parent
          as a result of which no share of Parent common stock will remain
          outstanding, or

     o    a sale, transfer or other disposition, in one or a series of
          transactions, of all or substantially all of the assets of Parent,

unless, in the case of a merger, consolidation or other business combination or
sale, transfer or other disposition of assets, the transaction is in connection
with a transaction in which all of the shares of Parent common stock are
exchanged solely for other publicly traded equity securities of Parent or
another entity, the successor assumes the obligations of the Issuers relating
to the CVRs, and the successor makes appropriate adjustments to the Target
Price, the Minimum Price, the Discounted Target Price, the Common Stock Value
and other terms to reflect the transaction (a "Non-Disposition Event").


EVENT OF DEFAULT

     If an Event of Default (as defined below) occurs, unless all the CVRs have
become due and payable, either the Rights Agent or CVR holders holding at least
25% of the outstanding CVRs, by giving the required notice, may declare the
CVRs to be due and payable immediately, and the Default Amount (as defined
below) then becomes due and payable immediately and will bear interest at an
interest rate of 10% per annum (the "Default Interest Rate") until such payment
is made to the Rights Agent (such payment to be made by the Issuers in cash,
Parent common stock or New Notes, at the Issuers' option, provided that if such
Event of Default results from a Liquidation Event, such payment can only be
made in cash or New Notes).

     Under the CVR Agreement, the "Default Amount" is the amount, if any, by
which the Discounted Target Price exceeds the Minimum Price. For purposes of
payment of the Default Amount, "Discounted Target Price" means the Target Price
discounted from the Maturity Date to the Default Payment Date at a per annum
rate of 10%. The "Default Payment Date" is the date on which the CVRs are
declared due and payable following an Event of Default.

     "Event of Default" means each of the following which shall have occurred
       and be continuing:

     o    a default in the payment of all or any part of the amounts payable in
          respect of any of the CVRs as and when the same shall become due and
          payable,

     o    default in the performance, or breach of any covenant or warranty of
          Parent or Alamosa Delaware, and continuance of such default or breach
          for a period of 30 days after written notice has been given to Parent
          by the Rights Agent or to Parent and the Rights Agent by CVR holders
          holding at least 25% of the CVRs, or

     o    certain events of bankruptcy, insolvency, reorganization, or other
          similar events in respect of Parent (a "Liquidation Event").

     If the Issuers fail to make payment in respect of the CVRs of any amount
due at the Maturity Payment Date, such unpaid amount will be interest at the
Default Interest Rate.


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AUTOMATIC EXTINGUISHMENT

     If the closing prices of Parent common stock during 20 of any 30
consecutive trading days in the Valuation Period is greater than the Target
Price, the CVRs will automatically be extinguished. In addition, if a holder of
Units elects to convert the share of Preferred Stock into Parent common stock,
the CVRs associated therewith will automatically be extinguished. At the close
of business on the CVR's Maturity Date, the Units willl automatically be
cancelled and the Preferred Stock will exist, and be transferrable, as a
security independent and unassociated with either the Units or the CVRs.

ANTIDILUTION

     In the event that Parent shall at any time or from time to time, (v) pay a
dividend or make a distribution on the outstanding shares of Parent common
stock, (w) subdivide the outstanding shares of Parent common stock into a
larger number of shares, (x) combine the outstanding shares of Parent common
stock into a smaller number of shares (y) issue any shares of its capital stock
in a reclassification of its common stock or (z) consummate a Non-Disposition
Event, then, and in each such case, the Target Price, the Minimum Price, the
Common Stock Value and the Discounted Target Price in effect immediately prior
to such event shall be adjusted (and any other appropriate actions shall be
taken by Parent) so that each CVR holder shall be entitled to receive such
payments that such CVR holder would have been entitled to receive, had such
event not occurred. Whenever an adjustment is made under these circumstances or
in a disposition transaction requiring adjustments to the Target Price, the
Common Stock Value, the Minimum Price or the Discounted Target Price, Parent
will

     o    promptly prepare a certificate setting forth the adjustment and a
          brief statement of the facts accounting for the adjustment,

     o    promptly file with the Rights Agent a copy of the certificate, and

     o    mail a brief summary to each CVR holder.

     Each outstanding CVR will thenceforth represent that number of adjusted
CVR necessary to reflect such subdivision or combination, and reflect the
adjusted Target Price, Minimum Price, Common Stock Value and Discounted Target
Price.

RESTRICTIONS ON PURCHASES BY PARENT AND AFFILIATES

     Neither Parent nor its affiliates may purchase shares of Parent common
stock during the period beginning ten trading days before the Valuation Period
and ending on the Maturity Date, except for purchases for employee benefit
plans and other incentive compensation arrangements in the ordinary course of
business.

     Nothing in the CVR Agreement will prohibit the Issuers or their affiliates
from acquiring CVRs in the open market, in privately negotiated transactions or
otherwise.

TRANSFER AND EXCHANGE

     A holder of CVRs may transfer or exchange CVRs in accordance with the CVR
Agreement. The Issuers may require a holder of CVRs, among other things, to
furnish appropriate endorsements and transfer documents and Parent may require
a holder of CVRs to pay any transfer taxes and governmental charges required by
law in connection with any transfer or exchange of CVRs.

AMENDMENTS

     Without the consent of any CVR holders, the Issuers and the Rights Agent,
at any time and from time to time, may enter into one or more amendments to the
CVR Agreement or to the CVRs, for any of the following purposes: (i) to convey,
transfer, assign, mortgage or pledge to the Rights Agent as security for the
CVRs any property or assets; (ii) to provide for the assumption of the Issuers'
obligations to CVR holders in the case of a merger or consolidation; (iii) to
make any change that would provide any additional rights or benefits to the
holders or that does not adversely affect the legal rights under the CVR
Agreement of any such holder; or (iv) to cure any ambiguity, defect or
inconsistency.


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<PAGE>

     With the consent of the holders of a majority of the outstanding CVRs,
Parent and the Trustee may enter into one or more amendments to the CVR
Agreement or to the CVRs for the purpose of adding any provisions to or
changing in any manner or eliminating any of the provisions of the CVR
Agreement or to the CVRs or of modifying in any manner the rights of the
holders under the CVR Agreement or to the CVRs; provided, however, that no such
amendment shall, without the consent of the holder of each CVR affected
thereby: (i) modify the definition of Target Price, Current Market Price,
Weighted Average Price, Minimum Price, Common Stock Value, Disposition Payment,
Discounted Target Price, Maturity Date, Valuation Period, Default Payment Date,
Default Payment Amount or Default Payment Interest Rate, extend the maturity of
the CVRs or reduce the amounts payable in respect of the CVRs or modify any
other payment term or payment date; (ii) reduce the number of CVRs, the consent
of whose holders is required for any such amendment; or (iii) make any change
in the provisions of the CVR Agreement relating to amendments, except to
increase any such percentage or to provide that certain other provisions of the
CVR Agreement cannot be modified or waived without the consent of the holder of
each CVR affected thereby.

RIGHTS AGENT

     The CVR Agreement will provide that holders of a majority of the
outstanding CVRs will have the right to direct the time, method, and place of
conducting any proceeding for exercising any remedy available to the Rights
Agent, subject to certain exceptions. In case an Event of Default shall occur
(and be continuing), the Rights Agent will be required, in the exercise of its
powers, to use the degree of care and skill of a prudent person in the conduct
of his own affairs. The Rights Agent will be under no obligation to exercise
any of its rights or powers under the CVR Agreement at the request of any
holder of CVRs, unless such holder shall have offered to the Rights Agent
reasonable security or indemnity to it against any cost, liability or expense.

NOTICE

     In connection with each notice of payment or extinguishment of the CVRs or
application of the antidilution provisions described above, the Issuers will
prepare a certificate describing the calculation in determining the amount of
payment or the extinguishment and, if it is making payment in its shares of
Parent common stock or New Notes, the calculation determining the amount of
shares of Parent common stock or New Notes. The Issuers will, before giving the
notice, file a copy of the certificate (which certificate shall be executed by
each of the Issuers' Chief Executive Officer or Chief Financial Officer) with
the trustee and mail a brief summary of the certificate to the CVR holders. Any
determinations by the Issuers (or, if applicable, the Independent Financial
Advisor) of the Payment Amount, the Disposition Payment and the application of
any antidilution adjustment, shall, absent manifest error, be final and binding
on the CVR holders.


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                     DESCRIPTION OF THE SPRINT AMENDMENTS


     Under the Sprint Agreements, Alamosa has the exclusive right to provide
wireless mobility communications network services under the Sprint and Sprint
PCS brand names in Alamosa's territories. Sprint handles Alamosa's billing and
collections and pays Alamosa 92% of "collected revenues" from Alamosa Customers
and retains the remaining 8%. Alamosa also receives other revenues, including
Sprint PCS roaming revenues for each minute that Sprint PCS subscribers based
outside Alamosa's territory use Alamosa's portion of the Sprint PCS network and
100% of revenues from handset sales. The terms of the Sprint Agreements are
described in Parent's Annual Report on Form 10-K for the year 2002, a copy of
which is included in this Disclosure Statement.

     On September 11, 2003, Parent and Sprint executed the Sprint Amendments
which, among other things, simplify the manner in which fees are calculated
under the Sprint Agreements and the invoiced fee settlement process. However,
these amendments will only become effective if certain conditions are met,
including completion of the Restructuring Transactions and execution of the
Settlement and Mutual Release Agreement by the parties. The following is a
summary of the Sprint Amendments.

FEE SIMPLIFICATION

     The management agreements and the services agreements will be amended to
simplify the manner in which the fees charged under those agreements are
calculated.

     Management Agreement Fees. The most significant amendments to the
management agreements will be as follows:

     o    Rather than 92% of collected revenues, Sprint will pay Alamosa 92% of
          net billed revenue less allocated actual bad debt for billed revenue;
          and

     o    The inter service area fee for voice and 2G data usage will be fixed
          until December 31, 2005, and will be based on 90% of Sprint's retail
          voice and 2G data usage yield after that date. The inter service area
          fee for 3G data usage will be fixed until December 31, 2005, and will
          be negotiated periodically after that date.

     Services Agreement Services and Fees. The most significant amendments to
the services agreements will be as follows:

     o    Alamosa will pay Sprint a fee for a bundle of services provided by or
          on behalf of Sprint now or in the future. Alamosa will not be
          permitted to obtain these services from other sources through December
          31, 2006;

     o    The fee Alamosa will pay Sprint for the services each month until
          December 31, 2006, will be equal to the sum of:

          (A)  a fixed amount per subscriber multiplied by the average number of
               Alamosa Customers, such as customer care, billing, wireless web
               and directory assistance, that are applied to Sprint's reported
               cash cost per user ("CCPU"); plus

          (B)  5% of Sprint's most-recently publicly reported cost per gross
               additions ("CPGA") multiplied by the Alamosa gross subscriber
               additions for the services, such as activations and handset
               logistics, that are applied to Sprint's CPGA;

     o    The fees Alamosa will pay Sprint for the services each month after
          December 31, 2006, will be equal to the sum of the following, except
          that the percentage of the CCPU and CPGA charged to Alamosa will be
          reassessed every three years, with the first reassessment occurring in
          2006 to be effective for 2007 through 2009:

          (A)  A percentage of the Sprint most-recently publicly reported CCPU
               (provided that the resulting amount shall not exceed a fixed
               amount for 2007 and 2008), multiplied by the average number of
               Alamosa Customers for the services that are applied to Sprint's
               reported CCPU; plus


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       (B)     A percentage of the Sprint most-recently publicly reported
               CPGA, multiplied by the gross Alamosa Customer additions for
               the services that are applied to Sprint's CPGA;

     o    Alamosa's obligation to continue to engage Sprint to provide those
          services after December 31, 2006, is subject to determining the
          service fees that Alamosa will be required to pay for the services.
          The parties contemplate the service fees will continue to be expressed
          as a percentage of CCPU and CPGA; and

     o    Alamosa will pay Sprint for additional items, generally for the
          pass-through of costs related to services provided by third parties
          that will be settled separately. The services that are presently
          settled separately include long distance and roaming.

     Pricing Adjustment Process. The management agreements and services
agreements will be amended to establish a pricing adjustment process to
determine the 3G data usage fees after December 31, 2005, and the service fees
for the three-year periods beginning after December 31, 2006. If the parties do
not come to an agreement on the service fees during the negotiation process,
then Alamosa may elect either to:

     o    submit the determination of the service fees to binding arbitration
          and continue obtaining the services from Sprint at the service fees
          determined by the arbitrator; or

     o    self-provide the services or procure the services from third-party
          vendors, subject to Sprint's first right of refusal to provide the
          services to Alamosa on the third party vendor terms.

DISPUTES AND CORRECTIONS OF INVOICES AND PAYMENTS

     Sprint and Alamosa under the Sprint Amendments have developed a process
for disputing and correcting charges on invoices (other than for invoices from
third parties), and the period within which disputes and corrections must be
made. After the expiration of the period, neither party may correct or dispute
payments made under the management agreements or the services agreements.
Alamosa will pay all amounts, including disputed amounts, pending the dispute
resolution. The Sprint Amendments also provide for a separate process for
disputing and correcting charges from third party invoices.

ACCESS TO INFORMATION

     The Sprint Amendments clarify or provide under what conditions Alamosa has
the right to receive certain data and other information related to the business
Alamosa conducts under the management agreements, including data and
information related to (i) call traffic carried by the service area network,
(ii) the Alamosa Customers, and (iii) the terms and conditions of any contract,
agreement or understanding between Sprint (or any of its related parties) on
the one hand, and any third party on the other hand, that Alamosa is directly
or indirectly required to comply with or entitled to any benefit under.

REQUIREMENTS

     Within 120 days after execution of the Sprint Amendments, Sprint will
evaluate any "guidelines," "policies," "standards" or "specifications" issued
by Sprint and determine whether they are preferences of Sprint or mandatory
requirements that Alamosa, the other Sprint affiliates and Sprint must comply
with (subject to Sprint's right to grant waivers as provided in the management
agreements). Within the 120 day period, Sprint will inform Alamosa if any of
the "guidelines", "policies", "standards" or "specifications" are not program
requirements.

     The management agreements will be amended to provide under what
circumstances and on what terms Alamosa will have the right not to comply with
certain new or amended program requirements and to resist the exercise by
Sprint of certain other unilateral rights afforded to Sprint in the Sprint
Agreements. Alamosa will be able to refuse to comply with some, but not all,
new or amended program requirements and to resist the exercise by Sprint of
some, but not all, of the unilateral rights afforded to Sprint in the
management agreement if and to the extent that Alamosa management


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demonstrates that the adverse impact to Alamosa of such new or amended program
requirements or the exercise of such unilateral rights exceeds certain
predetermined thresholds. Notwithstanding Alamosa's right to refuse to comply
with the new or amended program requirements or the exercise of such unilateral
rights, Sprint may nonetheless require Alamosa to comply with such requirements
or submit to the exercise of such rights to the extent that Sprint agrees to
compensate Alamosa for that portion of the adverse impact to Alamosa that
exceeds these predetermined thresholds.

     In addition, the management agreements will be amended to require that
whenever Sprint proposes to exercise any unilateral right of Sprint under the
Sprint Agreements that Alamosa management believes will have a significant
adverse economic impact on Alamosa's operations, Sprint and Alamosa will in
good faith attempt to mutually agree on how to mitigate such adverse impact.

LONG DISTANCE AND CERTAIN OTHER TELEPHONY SERVICES

     The management agreements will be amended to clarify under what
circumstances and on what terms Alamosa will be required to purchase long
distance and certain other telephony services from Sprint and under what
circumstances Alamosa will be allowed to either self-provision long distance and
certain other telephony services or purchase long distance and certain other
telephony services from others.

MOST FAVORED NATION

     The management agreements will be amended to provide that, subject to
certain significant conditions and limitations, Alamosa will have the right to
amend its management agreements and services agreements to be the same as the
management agreement or services agreement between Sprint and any other PCS
Affiliate whose ultimate parent entity (as defined by the Hart-Scott-Rodino
Antitrust Improvements Act of 1976) controls entities with 3 million or more
covered pops (a "Similarly Situated Affiliate") if any of the terms of the
Similarly Situated Affiliate's management agreement or services agreement are
amended on or before December 31, 2006 to be more favorable to such Similarly
Situated Manager than the terms of Alamosa's management agreements or services
agreements as amended by the Sprint Amendments described herein.


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        DESCRIPTION OF AMENDMENTS TO THE SENIOR SECURED CREDIT FACILITY


     In connection with the Exchange Offers, the Company will enter into an
amendment (the "Bank Amendment") to the credit agreement governing the Senior
Secured Credit Facility (the "Credit Agreement"). The Bank Amendment will
modify the financial maintenance ratios in the Credit Agreement to reflect the
potential impact of the Trended Projections on Alamosa's business plan.
Specifically, the Bank Amendment will amend the following financial covenants:

     o    the senior leverage ratio;

     o    the leverage ratio;

     o    the fixed charge coverage ratio;

     o    the interest expense coverage ratio; and

     o    the pro forma debt service coverage ratio.

     The Bank Amendment will also allow Alamosa to include up to $40 million of
excess available cash in calculating its fixed charge coverage ratio.

     In addition, the Bank Amendment will amend certain negative covenants in
the Credit Agreement. Specifically, the significant changes to the Credit
Agreement provided for in the Bank Amendment are the following:

     o    the indebtedness covenant and the restricted payment covenant will be
          amended to:

               (A) permit the issuance of the New Senior Notes, the New Senior
               Discount Notes, the Preferred Stock and the CVR's and the
               consummation of the Exchange Offers; and

               (B) permit Alamosa to pay any amounts that may become due to CVR
               holders in Parent common stock or in New Notes, but not in cash;
               and

     o    the investment covenant will be amended to allow Alamosa to make
          investments in unrestricted subsidiaries in an amount not to exceed
          $25,000,000.

     The lenders under the Credit Agreement will also consent to the execution
of the Sprint Amendments.

     The effectiveness of the Bank Amendment is conditioned upon, among other
things, consummation of the Exchange Offers on the terms described herein and
the exchange of at least 95% in aggregate principal amount of the Senior Notes
and at least 95% in aggregate principal amount of the Senior Discount Notes.


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           DESCRIPTION OF EXCHANGE OFFERS AND PLAN SUPPORT AGREEMENT

     We have entered into a support agreement (the "Support Agreement") with
certain holders of our Existing Notes (including members of the Noteholders
Committee) representing approximately $345,198,000 principal amount or
approximately 45% in the aggregate principal amount of Existing Notes (each a
"Consenting Noteholder" and together the "Consenting Noteholders"). The
significant terms and conditions of the Support Agreement are set forth below.

     Each of the Consenting Noteholders has agreed to tender their debt
securities in the Exchange Offers (and thereby agree to the Consent
Solicitation) and to vote in favor of the Prepackaged Plan.

     The Consenting Noteholders' obligation to tender, consent and vote is
subject to several conditions, including: (a) the execution of definitive
documentation, in form and substance reasonably satisfactory to a majority in
outstanding principal amount of Existing Notes held by the Consenting
Noteholders (the "Required Consenting Noteholders"), necessary to implement the
Restructuring Transactions as contemplated by the term sheet attached to the
Support Agreement, (b) the Disclosure Statement not containing any
misstatements of a material fact or omitting to state a material fact (a
"Material Misstatement"); (c) since August 14, 2003, there shall not have been
a material adverse change in the business, assets, conditions or prospects of
the Company (a "MAC"); (d) the Company receiving all material third party
consents and approvals necessary to complete the Restructuring Transactions,
and (e) no breach of the covenants set forth in the next paragraph.

     Under the Support Agreement, Alamosa covenants and agrees that (a) except
as contemplated by this Disclosure Statement, from the date of the Support
Agreement until the Termination Date (as defined below), the Company shall (i)
conduct its business in the ordinary course and in accordance with past
practice and (ii) not issue or agree to issue any securities, make any
distributions to existing equity holders or incur any material indebtedness
other than as contemplated by the Restructuring Transactions, and (b) to pay
the reasonable costs and expenses incurred by the advisors to the Noteholders
Committee in connection with the Support Agreements.

     The effective date of Alamosa's acceptance of any Existing Notes tendered
by a Consenting Noteholder will be subject to (a) satisfaction of each of the
conditions to the Support Agreement (or the waiver of any condition by
Consenting Noteholder holding at least 50% in principal amount of Existing
Notes held by the Consenting Noteholders ("Requisite Consenting Noteholders");
provided, however, that any material modification of the Exchange Offers will
require the approval of each Consenting Noteholder), (b) no material breach of
the covenants, (c) satisfaction of the Minimum Tender Condition, and (c) no
MAC.

     Consummation of the Prepackaged Plan will be subject to (a) satisfaction
of each of the conditions to the Support Agreement (or the waiver of each of
the conditions by the Requisite Consenting Noteholders; provided, however, that
any material modification of the Prepackaged Plan will require the approval of
each Consenting Noteholder), (b) no material breach of the covenants, (c) no
MAC, except to the extent such change is the result of the bankruptcy filing
contemplated by the Prepackaged Plan and (d) court approval of the documents
contemplated by the Restructuring Transactions.

     The Support Agreement shall terminate upon the first to occur (the
    "Termination Date") of:

     o    The termination or expiration of the Exchange Offers;

     o    An entry of an order by any court or other competent governmental or
          regulatory authority making illegal or otherwise restricting,
          preventing or prohibiting the Exchange Offers or the Prepackaged Plan
          in a way that cannot reasonably be remedied by Alamosa;

     o    A material breach by Alamosa of any of the covenants;

     o    The acceleration by the lenders of the amounts due under the Senior
          Secured Credit Facility;

     o    A material inconsistency between the terms and provisions of the term
          sheet attached to the Support Agreement and either the documents on
          file in Alamosa's bankruptcy case (if one is commenced to effectuate
          the Prepackaged Plan) or the documents contemplated by the Exchange
          Offers;


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     o    A Material Misstatement;

     o    A MAC;

     o    The appointment of a trustee by the Bankruptcy Court;

     o    November 1, 2003, if neither the Exchange Offers have been consummated
          nor the Prepackaged Plan filed with the Bankruptcy Court by such date;
          or

     o    December 31, 2003.

     Pursuant to the Support Agreement, each of the Consenting Noteholders
agrees that prior to the Termination Date, without the prior written consent of
Alamosa, it will not directly or indirectly, sell, assign, grant an option with
respect to, transfer, or otherwise dispose of any of its Existing Notes unless
the transferee agrees in writing to be bound by the terms of the Support
Agreement with respect to the Existing Notes purchased by such transferree. The
Consenting Noteholders further agree that prior to the Termination Date, they
will not object to, or otherwise commence any proceeding to oppose the Exchange
Offers, confirmation of the Prepackaged Plan, or take any action that is
materially inconsistent with, or that would unreasonably delay the consummation
of, the Restructuring Transactions.


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                    THE PREPACKAGED PLAN OF REORGANIZATION

     ALAMOSA HAS NOT COMMENCED A CHAPTER 11 CASE, NOR HAS IT TAKEN ANY
CORPORATE ACTION AUTHORIZING THE COMMENCEMENT OF SUCH A CASE. HOWEVER, ALAMOSA
MAY, IF THE EXCHANGE OFFERS CANNOT BE CONSUMMATED, COMMENCE ONE OR MORE CHAPTER
11 CASES UNDER THE BANKRUPTCY CODE IN ORDER TO RESTRUCTURE ITS FINANCIAL
AFFAIRS. THIS DISCLOSURE STATEMENT SOLICITS YOUR ADVANCE ACCEPTANCE OF THE
PREPACKAGED PLAN, A COPY OF WHICH IS ATTACHED TO THIS DISCLOSURE STATEMENT AS
APPENDIX I, AND CONTAINS IMPORTANT INFORMATION RELEVANT TO YOUR DECISION TO
ACCEPT THE PREPACKAGED PLAN. PLEASE READ THE PREPACKAGED PLAN COMPLETELY AND
CAREFULLY.

     In order to enhance the likelihood that Alamosa will succeed in its
restructuring efforts, Alamosa has formulated the Prepackaged Plan for the
reorganization of Alamosa under Chapter 11 of the Bankruptcy Code. The
Prepackaged Plan generally provides the same benefits to Alamosa and the
Noteholders as would the consummation of the Exchange Offers. In the event that
sufficient tenders and consents have not been received from Noteholders to
permit consummation of the Out-of-Court Alternative, but sufficient Ballots
signifying acceptance of the Prepackaged Plan, in the judgment of the Boards of
Directors of Alamosa, are received to confirm the Prepackaged Plan, Alamosa may
file voluntary petitions under Chapter 11 of the Bankruptcy Code and use such
acceptances to confirm the Prepackaged Plan. If the Prepackaged Plan is
confirmed and consummated, all Noteholders would receive the same consideration
in exchange for their Existing Notes as they would have received in the
Out-of-Court Alternative, whether or not they vote for the acceptance of the
Prepackaged Plan.

DEFINITIONS

     All capitalized terms used in this description of the Prepackaged Plan
that are not otherwise defined in the Disclosure Statement have the meanings
ascribed to such terms in Article I of the Prepackaged Plan, a copy of which is
attached as Appendix 1 to this Disclosure Statement.

REASONS FOR THE SOLICITATION; RECOMMENDATION

     The solicitation is being conducted at this time in order to obtain (prior
to the filing of any voluntary petitions for reorganization of the Debtors
under Chapter 11 of the Bankruptcy Code) the requisite acceptances. Alamosa
anticipates that by conducting the acceptance solicitation in advance of
commencing any Chapter 11 Cases, the duration of the Chapter 11 Cases will be
significantly shortened, and the administration of the cases, which otherwise
can be lengthy, complex, and extremely expensive, will be greatly simplified,
and much less costly. The Bankruptcy Code defines "acceptance" of a plan by a
class of claims as acceptance by creditors in that class that hold at least
two-thirds in dollar amount and more than one-half in number of the claims that
cast ballots for acceptance or rejection of the Prepackaged Plan. Acceptance of
a plan by a class of interest requires acceptance by at least two-thirds of the
amount of interests of such class that cast ballots for acceptance or rejection
of the Prepackaged Plan. Each of the parties to the Plan Support Agreement has
agreed to vote 100% of their interests in favor of the Prepackaged Plan.
Although Noteholders representing at least 662/3% of the aggregate principal
amount of the Existing Notes have already committed to vote in favor of the
Prepackaged Plan pursuant to the Support Agreement, such Noteholders may
constitute less than a majority in number of the Noteholders that vote on the
Prepackaged Plan.

ANTICIPATED EVENTS DURING THE CHAPTER 11 CASES

     Alamosa may commence bankruptcy cases for any reason. If they choose to do
so, from and after the Petition Date, the Debtors will continue to operate
their businesses and manage their properties as debtors-in-possession pursuant
to sections 1107 and 1108 of the Bankruptcy Code.

     The Debtors do not expect the Chapter 11 Cases to be protracted. To
expedite their emergence from Chapter 11, the Debtors intend to seek, among
other things, the relief detailed below from the


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Bankruptcy Court on the Petition Date. If granted, this relief will facilitate
the administration of the Chapter 11 Cases. There can be no assurance, however,
that the Bankruptcy Court will grant the requested relief.

   APPLICATIONS FOR RETENTION OF THE DEBTORS' PROFESSIONALS

     The Debtors intend to seek retention of certain professionals to represent
them and assist them in connection with any Chapter 11 Cases. These
professionals were intimately involved with the negotiation and development of
the Restructuring and the Prepackaged Plan. These professionals include, among
others: (i) Skadden, Arps, Slate, Meagher & Flom LLP and its affiliates, as
bankruptcy counsel for the Debtors; and (ii) UBS as financial advisor to the
Debtors. The Debtors also intend to seek authority to retain certain
professionals to assist with the operation of the Debtors' businesses in the
ordinary course; these so-called "ordinary course professionals" will not be
involved in the administration of the Chapter 11 Cases.

   MOTION TO APPROVE COMBINED DISCLOSURE STATEMENT AND CONFIRMATION HEARING

     The Debtors intend to seek an order scheduling a combined Confirmation
Hearing and hearing on this Disclosure Statement at which time the Debtors will
seek approval of this Disclosure Statement and confirmation of the Prepackaged
Plan pursuant to sections 1125, 1128 and 1129 of the Bankruptcy Code on the
earliest date which is convenient for the Bankruptcy Court to conduct such
hearing. At that time, the Debtors also will request the Bankruptcy Court to
approve the prepetition solicitation of votes on the Prepackaged Plan.

   MOTION TO CONTINUE USING EXISTING CASH MANAGEMENT SYSTEMS

     Because the Debtors expect any Chapter 11 Cases to be pending for less
than two (2) months, and because of the administrative hardship that any
operating changes would impose, the Debtors intend to seek authority to
continue using their existing cash management system, bank accounts and
business forms and to follow their internal investment and deposit guidelines.
Absent the Bankruptcy Court's authorization of the continued use of the cash
management system, cash flow among the Debtors would be impeded to the
detriment of the Debtors' Estates and their creditors.

     Continued use of their existing cash management system will facilitate the
Debtors' smooth and orderly transition into any Chapter 11 proceeding, minimize
the disruption of their businesses while in Chapter 11, and expedite their
emergence from Chapter 11. As a result of set-up time and expenses, requiring
the Debtors to adopt and implement a new cash management system would likely
increase the costs of the Chapter 11 Cases. For the same reasons, requiring the
Debtors to cancel their existing bank accounts and establish new accounts or
requiring the Debtors to create new business forms would only frustrate the
Debtors' efforts to reorganize expeditiously.

   MOTION FOR AUTHORITY TO PAY PREPETITION EMPLOYEE WAGES AND ASSOCIATED
   BENEFITS

     The Debtors believe that they have a valuable asset in their work force
and that any delay in paying prepetition compensation or benefits to their
employees would destroy the Debtors' relationships with employees and
irreparably harm employee morale at a time when the dedication, confidence and
cooperation of the Debtors' employees is most critical. Accordingly, the
Debtors will seek authority to pay compensation and benefits in the Chapter 11
Cases which were accrued but unpaid as of the Petition Date.

   MOTION TO PAY UNIMPAIRED TRADE CLAIMS IN THE ORDINARY COURSE OF BUSINESS

     "Trade Claims" are prepetition general unsecured claims against any of the
Debtors arising from or with respect to the delivery of goods or services to
any of the Debtors in the ordinary course of business: they are among the
claims included in the class of Claims denominated Class 6 General Unsecured
Claims. Notwithstanding provisions of the Bankruptcy Code that would otherwise
require the Debtors to defer payment of Trade Claims until the Consummation
Date, the Debtors intend to seek authority from the Bankruptcy Court to pay, in
the ordinary course of business, the Trade Claims of those providers of goods
and services that agree in writing to continue to provide the Debtors with
customary trade terms on an ongoing basis. Because certain goods and services
are essential to the Debtors' businesses, the relief sought in this motion is
critical to the Debtors uninterrupted operations during the Chapter 11 cases.


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   MOTION TO WAIVE FILING OF SCHEDULES AND STATEMENT OF FINANCIAL AFFAIRS

     Section 521 of the Bankruptcy Code and Bankruptcy Rule 1007 direct that,
unless otherwise ordered by the court, a debtor must prepare and file certain
schedules of claims, executory contracts and unexpired leases and related
information (the "Schedules") and a statement of financial affairs (the
"Statement") within 15 days of the commencement of a chapter 11 case. The
purpose of this requirement is to provide a debtor's creditors, equity security
holders and other interested parties with sufficient information to make
informed decisions with respect to the debtor's reorganization. In appropriate
circumstances, however, a bankruptcy court may modify or dispense with the
filing of the Schedules and the Statement pursuant to section 521 of the
Bankruptcy Code. The Debtors believe that such circumstances would exist in the
Chapter 11 Cases, and that they should not be required to file the Schedules
and the Statement. The Debtors thus intend to request that the Bankruptcy Court
waive the necessity of filing the Schedules and the Statement.

   TIMETABLE FOR CHAPTER 11 CASES

     Assuming that the Bankruptcy Court approves the Debtors' scheduled motion
with respect to the Disclosure Statement and Confirmation hearing, the Debtors
anticipate that the Disclosure Statement and Confirmation hearing would occur
within approximately two (2) months of the Petition Date. There can be no
assurance, however, that the Bankruptcy Court's orders to be entered on the
Petition Date will permit the Chapter 11 Cases to proceed as expeditiously as
anticipated.


SUMMARY OF THE PREPACKAGED PLAN OF REORGANIZATION

Overview of Chapter 11

     Chapter 11 is the principal business reorganization chapter of the
Bankruptcy Code. Under Chapter 11 of the Bankruptcy Code, a debtor is
authorized to reorganize its business for the benefit of itself, its creditors
and interest holders. Another goal of Chapter 11 is to promote equality of
treatment for similarly situated creditors and similarly situated interest
holders with respect to the distribution of a debtor's assets. The commencement
of a Chapter 11 case creates an estate that is comprised of all of the legal
and equitable interests of the debtor as of the filing date. The Bankruptcy
Code provides that the debtor may continue to operate its business and remain
in possession of its property as a "debtor-in-possession."

     The consummation of a plan of reorganization is the principal objective of
a Chapter 11 case. A plan of reorganization sets forth the means for satisfying
claims against and interests in a debtor. Confirmation of a plan of
reorganization by the Bankruptcy Court makes the plan binding upon the debtor,
any issuer of securities under the plan, any person or entity acquiring
property under the plan and any creditor of or equity security holder in the
debtor, whether or not such creditor or equity security holder (i) is impaired
under or has accepted the plan or (ii) receives or retains any property under
the plan. Subject to certain limited exceptions and other than as provided in
the plan itself or the confirmation order, the confirmation order discharges
the debtor from any debt that arose prior to the date of confirmation of the
plan and substitutes therefor the obligations specified under the confirmed
plan, and terminates all rights and interests of equity security holders.

     THE REMAINDER OF THIS SECTION PROVIDES A SUMMARY OF THE STRUCTURE AND
MEANS FOR IMPLEMENTATION OF THE PREPACKAGED PLAN, AND OF THE CLASSIFICATION AND
TREATMENT OF CLAIMS AND INTERESTS UNDER THE PREPACKAGED PLAN, AND IS QUALIFIED
IN ITS ENTIRETY BY REFERENCE TO THE PREPACKAGED PLAN (AS WELL AS THE EXHIBITS
THERETO AND DEFINITIONS THEREIN), WHICH IS ANNEXED TO THIS DISCLOSURE STATEMENT
AS APPENDIX I.

     THE STATEMENTS CONTAINED IN THIS DISCLOSURE STATEMENT INCLUDE SUMMARIES OF
THE PROVISIONS CONTAINED IN THE PREPACKAGED PLAN AND IN DOCUMENTS REFERRED TO
THEREIN. THE STATEMENTS CONTAINED IN THIS DISCLOSURE STATEMENT DO NOT PURPORT
TO BE PRECISE OR COMPLETE STATEMENTS OF ALL THE TERMS AND PROVISIONS OF THE
PREPACKAGED PLAN OR DOCUMENTS REFERRED TO THEREIN, AND REFERENCE IS MADE TO THE



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PREPACKAGED PLAN AND TO SUCH DOCUMENTS FOR THE FULL AND COMPLETE STATEMENTS OF
SUCH TERMS AND PROVISIONS.

     THE PREPACKAGED PLAN ITSELF AND THE DOCUMENTS REFERRED TO THEREIN CONTROL
THE ACTUAL TREATMENT OF CLAIMS AGAINST AND INTERESTS IN THE DEBTORS UNDER THE
PREPACKAGED PLAN AND WILL, UPON OCCURRENCE OF THE EFFECTIVE DATE, BE BINDING
UPON ALL HOLDERS OF CLAIMS AGAINST AND INTERESTS IN THE DEBTORS, THE ESTATES,
THE REORGANIZED DEBTORS, ALL PARTIES RECEIVING PROPERTY UNDER THE PREPACKAGED
PLAN, AND OTHER PARTIES IN INTEREST. IN THE EVENT OF ANY CONFLICT BETWEEN THIS
DISCLOSURE STATEMENT, ON THE ONE HAND, AND THE PREPACKAGED PLAN OR ANY OTHER
OPERATIVE DOCUMENT, ON THE OTHER HAND, THE TERMS OF THE PREPACKAGED PLAN OR
SUCH OTHER OPERATIVE DOCUMENT WILL CONTROL.

Creditors and Equity Interest Holders Entitled to Vote on the Prepackaged Plan

     As more fully described below, the Prepackaged Plan designates separate
classes of Claims against and Interests in the Debtors (other than
Administrative Claims and Priority Tax Claims). Each Class of Claims and
Interests consists of sub-classes of all such Claims against or Interests in a
single Debtor for all purposes under the Bankruptcy Code and the Prepackaged
Plan, including for voting purposes, and each Class includes all such Claims
against or Interests in all Debtors. The Prepackaged Plan does not provide for
substantive consolidation of the Debtors' Estates. Only the holders of Impaired
Class 4 Senior Note Claims and Class 5 Senior Discount Note Claims are being
solicited. In addition to holders of Administrative Claims and Priority Tax
Claims (which are not classified under the Prepackaged Plan), holders of Claims
in Classes 1, 2, 3 and 6 are Unimpaired by the Prepackaged Plan, are not
entitled to vote to accept or reject the Prepackaged Plan, and are deemed to
have accepted the Prepackaged Plan.

     Bankruptcy Rule 3018(b) prescribes the conditions that must be satisfied
in order to count the ballots solicited with respect to a plan of
reorganization prior to the commencement of a Chapter 11 case. Bankruptcy Rule
3018(b) requires that (i) the Chapter 11 plan must have been disseminated to
substantially all impaired creditors and equity security holders in the
class(es) entitled to vote, (ii) the time prescribed for voting on the plan
must not have been unreasonably short, and (iii) the solicitation must have
been conducted in accordance with section 1126(b) of the Bankruptcy Code, which
requires that the solicitation be conducted in compliance with all applicable
non-bankruptcy laws, rules, or regulations or, if there are no such applicable
laws, rules or regulations, that the disclosure with respect to the plan
contains "adequate information" as defined in section 1125(a) of the Bankruptcy
Code. Section 1125(a) defines "adequate information" as information of a kind
and in sufficient detail as far as is reasonably practicable in light of the
nature and history of a company and the condition of such company's books and
records, that would enable a hypothetical reasonable investor typical of
holders of claims or equity interests of the relevant class to make an informed
judgment about the plan of reorganization.

     The Debtors believe that all of the requirements of Bankruptcy Rule
3018(b) will be satisfied. This Disclosure Statement and the Prepackaged Plan,
together with all of the accompanying materials, are being transmitted to
Holders of Class 4 Senior Note Claims and Class 5 Senior Discount Note Claims.
The Debtors believe that this Disclosure Statement contains adequate
information (within the meaning of section 1125(a)(1) of the Bankruptcy Code)
for all holders of such Claims.

Certain Matters Regarding Classification and Treatment of Claims and Interests

     Section 1123 of the Bankruptcy Code provides that a plan of reorganization
must classify the claims and interests of a debtor's creditors and equity
interest holders. The Prepackaged Plan does not provide for substantive
consolidation of the Debtors' Estates. In accordance with section 1123, the
Prepackaged Plan divides Claims and Interests into Classes and sets forth the
treatment for each Class (other than Administrative Claims and Priority Tax
Claims which, pursuant to section 1123(a)(1), need not be and have not been
classified). The Debtors are required, under section 1122 of the Bankruptcy
Code, to classify Claims against and Interests in the Debtors into Classes,
each of which contain


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Claims and Interests that are substantially similar to the other Claims and
Interests in such Class. The Debtors believe that the Prepackaged Plan has
classified all Claims and Interests in compliance with the provisions of
section 1122, but once the Chapter 11 Cases have been commenced, it is possible
that a holder of a Claim or Interest may challenge the Debtors' classification
of Claims and Interests and that the Bankruptcy Court may find that a different
classification is required for the Prepackaged Plan to be confirmed. In that
event, the Debtors intend, to the extent permitted by the Bankruptcy Code, the
Prepackaged Plan and the Bankruptcy Court, to make such reasonable
modifications of the classifications under the Prepackaged Plan to permit
confirmation and to use the Acceptances of the Prepackaged Plan received in
this Acceptance Solicitation for purposes of obtaining the approval of the
reconstituted Class or Classes of which each accepting holder ultimately is
deemed to be a member. Any such reclassification could adversely affect the
Class in which such holder initially was a member, or any other Class under the
Prepackaged Plan, by changing the composition of such Class and the vote
required of that Class for approval of the Prepackaged Plan. Furthermore, a
reclassification of a Claim or Interest after approval of the Prepackaged Plan
could necessitate a resolicitation of Acceptances of the Prepackaged Plan.

     The classification of Claims and Interests and, the nature of
distributions to members of each Class are summarized below. The Debtors
believe that the consideration, if any, provided under the Prepackaged Plan to
holders of Claims and Interests reflects an appropriate resolution of their
Claims and Interests, taking into account the differing nature and priority
(including applicable contractual subordination) of such Claims and Interests.
The Bankruptcy Court must find, however, that a number of statutory tests are
met before it may confirm the Prepackaged Plan. Many of these tests are
designed to protect the interests of holders of Claims or Interests who are not
entitled to vote on the Prepackaged Plan, or do not vote to accept the
Prepackaged Plan, but who will be bound by the provisions of the Prepackaged
Plan if it is confirmed by the Bankruptcy Court. The "cramdown" provisions of
section 1129(b) of the Bankruptcy Code, for example, permit confirmation of a
Chapter 11 plan in certain circumstances even if the plan has not been accepted
by all impaired classes of claims and interests. Although the Debtors believe
that the Prepackaged Plan could be confirmed under section 1129(b), there can
be no assurance that the requirements of such section would be satisfied.

   FEE CLAIMS

     Fee Claims are Administrative Claims under sections 327, 328, 330, 331,
503(b), or 1103 of the Bankruptcy Code for compensation of Professionals or
other entities for professional services rendered or expenses incurred in the
Chapter 11 Cases on or prior to the Effective Date. All payments to
Professionals for Fee Claims will be made in accordance with the procedures
established by the Bankruptcy Code, the Bankruptcy Rules, the United States
Trustee Guidelines and the Bankruptcy Court relating to the payment of interim
and final compensation for services rendered and reimbursement of expenses. The
Bankruptcy Court will review and determine all applications for compensation
for services rendered and reimbursement of expenses.

     In addition, section 503(b) of the Bankruptcy Code provides for payment of
compensation to (a) creditors, indenture trustees and other entities making a
"substantial contribution" to a Chapter 11 case and (b) attorneys for and other
professional advisors to such entities. The amounts, if any, which may be
sought by entities for such compensation are not known by the Debtors at this
time. Requests for compensation must be approved by the Bankruptcy Court after
a hearing on notice at which the Debtors and other parties in interest may
participate and, if appropriate, object to the allowance of any compensation
and reimbursement of expenses.

   ADMINISTRATIVE CLAIMS

     Administrative Claims are Claims for costs and expenses of administration
of the Chapter 11 Cases Allowed under section 503(b) or 1114(e)(2) of the
Bankruptcy Code and entitled to priority pursuant to section 507(a)(1) of the
Bankruptcy Code, including, but not limited to: (a) any actual and necessary
costs and expenses incurred after the Petition Date of preserving the Debtors'
Estates and operating their businesses (such as wages, salaries, commissions
for services and payments for inventories, leased equipment and premises), and
Claims of governmental units for taxes (including


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tax audit Claims related to tax years commencing after the Petition Date, but
excluding Claims relating to tax periods, or portions thereof, ending on or
before the Petition Date); (b) compensation for legal, financial, advisory,
accounting and other services and reimbursement of expenses Allowed by the
Bankruptcy Court under section 330, 331 or 503(b) of the Bankruptcy Code to the
extent incurred prior to the Effective Date; (c) all fees and charges assessed
against the Debtors' Estates under section 1930, Chapter 123 of Title 28,
United States Code; and (d) all Allowed Claims that are entitled to be treated
as Administrative Claims pursuant to a Final Order entered under section
546(c)(2)(A) of the Bankruptcy Code.

     Each Administrative Claim shall be paid by the Debtors, at their election,
(a) in full, in Cash, in such amounts as are incurred in the ordinary course of
business by the Debtors, or in such amounts as such Administrative Claim is
Allowed by the Bankruptcy Court upon the later of the Effective Date or the
date upon which there is a Final Order allowing such Administrative Claim, (b)
upon such other terms as may exist in the ordinary course of the Debtors'
business or (c) upon such other less favorable terms as may be agreed upon
between the Holder of such Administrative Claim and the Debtors.

     The Confirmation Order will establish a bar date for Administrative Claims
for filing Administrative Claims, which date will likely be thirty (30) days
after the Effective Date. Holders of Administrative Claims not paid prior to
the Effective Date must file requests for payment of such Claims on or before
such Administrative Claims Bar Date or be forever barred from doing so. The
notice of Confirmation to be delivered pursuant to Bankruptcy Rules 3020(c) and
2002(f) will set forth such date and constitute notice of this Administrative
Claims bar date. The Debtors, or the Reorganized Debtors, as the case may be,
will have sixty (60) days (or such longer period as the Bankruptcy Court may
allow) following the Administrative Claims bar date to review and object to
such Administrative Claims before a hearing for determination of allowance of
such Administrative Claims.

   PRIORITY TAX CLAIMS

     Priority Tax Claims are Claims for taxes entitled to priority in payment
under sections 502(i) and 507(a)(8) of the Bankruptcy Code. The legal and
equitable rights of the Holders of Priority Tax Claims are Unimpaired by the
Prepackaged Plan. On or as soon as reasonably practicable after (i) the
Distribution Date if such Priority Tax Claim is an Allowed Priority Tax Claim
as of the Effective Date or (ii) the date on which such Priority Tax Claim
becomes an Allowed Priority Tax Claim, each holder of an Allowed Priority Tax
Claim shall receive in full satisfaction, settlement, release and discharge of,
and in exchange for such Allowed Priority Tax Claim, at the election of the
Debtors, (A) Cash equal to the unpaid portion of such Allowed Priority Tax
Claim; (B) such other treatment as to which the Debtors or the Reorganized
Debtors and the holder of such Allowed Priority Tax Claim shall have agreed
upon in writing; or (C) such other treatment required to Reinstate such Allowed
Priority Tax Claim; provided, however, that the Debtors reserve the right to
pay any Allowed Priority Tax Claim, or any remaining balance of any Allowed
Priority Tax Claim, in full at any time on or after the Distribution Date,
without premium or penalty; provided, further, that any Allowed Priority Tax
Claim not due and owing on the Effective Date will be paid when such Claim
becomes due and owing; provided, further, that no holder of an Allowed Priority
Tax Claim shall be entitled to any payments on account of interest accruing or
penalty arising after the Petition date with respect to or in connection with
such Allowed Priority Tax Claim; provided further, any Allowed Priority Tax
Claim not due and owing on the Effective Date will be paid in accordance with
the Prepackaged Plan when such Allowed Priority Tax Claim becomes due and
owing.

   CLASS 1--SENIOR SECURED CLAIMS

     Class 1 Senior Secured Claims are the Claims of the Senior Secured
Lenders under the Credit Agreement for principal, accrued but unpaid interest
through the Effective Date, and fees and expenses incurred by the Senior
Secured Lenders. The Senior Secured Claims are Allowed Claims under the
Prepackaged Plan in an amount as agreed by the Debtors and the Bank Agents by
the Effective Date. The legal, equitable and contractual rights of the Holders
of Allowed Senior Secured Claims are Unimpaired by the Prepackaged Plan
and all such Claims shall be Reinstated on the Effective Date.


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   CLASS 2--OTHER SECURED CLAIMS

     A Class 2 Other Secured Claim is a Claim that is secured by a lien on
property in which the Debtors' Estates have an interest or that is subject to
setoff under section 553 of the Bankruptcy Code, to the extent of the value of
the Claim holder's interest in such Estate's interest in such property or to
the extent of the amount subject to setoff, as applicable, as determined
pursuant to section 506(a) of the Bankruptcy Code or, in the case of setoff,
pursuant to section 553 of the Bankruptcy Code. The legal, equitable and
contractual rights of the Holders of Allowed Other Secured Claims are
Unimpaired by the Prepackaged Plan and all such Claims shall be Reinstated on
the Effective Date.

   CLASS 3--OTHER PRIORITY CLAIMS

     A Class 3 Other Priority Claim is a Claim, other than an Administrative
Claim or Priority Tax Claim, that is entitled to priority in payment pursuant
to section 507(a) of the Bankruptcy Code. The legal, equitable and contractual
rights of the Holders of Other Priority Claims are Unimpaired by the
Prepackaged Plan and all such Claims shall be Reinstated on the Effective Date.

   CLASS 4--SENIOR NOTE CLAIMS

     Class 4 Senior Note Claims are the Claims of the Holders of the Senior
Notes arising from or related to the Senior Notes. The Senior Note Claims are
Allowed Claims under the Prepackaged Plan in amounts to be agreed upon by the
Debtors and the Senior Notes Trustee by the Effective Date. On or as soon as
reasonably practicable after the Effective Date, each holder of an Allowed
Senior Note Claim shall receive, in full satisfaction, release, and discharge
of its Allowed Senior Note Claims against all Debtors, for each $1,000
principal amount of Senior Notes, (i) $650 of New Senior Notes, (ii) one (1)
Unit (consisting of (x) one (1) share of Preferred Stock (y) and 73.61 CVRs)
and (iii) its pro rata share, in Cash, of any accrued and unpaid interest due,
up to the Effective Date, on the Senior Notes.

   CLASS 5--SENIOR DISCOUNT NOTE CLAIMS

     Class 5 Senior Discount Note Claims are the Claims of the Holders of the
Senior Discount Notes arising from or related to the Senior Discount Notes. The
Senior Discount Note Claims are Allowed Claims under the Prepackaged Plan in
amounts to be agreed upon by the Debtors and the Senior Discount Notes Trustee
by the Effective Date. On or as soon as reasonably practicable after the
Effective Date, each holder of an Allowed Senior Discount Note Claim shall
receive, in full satisfaction, release, and discharge of its Allowed Senior
Discount Note Claims against all Debtors, for each $1,000 accreted amount at
closing of Senior Discount Notes, $650 original issue amount of New Senior
Discount Notes and (ii) one (1) Unit (consisting of (x) one (1) share of
Preferred Stock and (y) 73.61 CVRs).

   CLASS 6--GENERAL UNSECURED CLAIMS

     A Class 6 General Unsecured Claim is a Claim that is not an Administrative
Claim, a Priority Tax Claim, a Senior Secured Lender Claim, Other Secured
Claim, Other Priority Claim, or Existing Note Claim. The legal, equitable and
contractual rights of the Holders of Allowed General Unsecured Claims are
Unimpaired by the Prepackaged Plan and all such Claims shall be Reinstated on
the Effective Date.

   CLASS 7--INTERESTS

     Class 7 Interests are the legal, equitable, contractual, and other rights
of any Person with respect to ownership interests, stock, membership interests,
or partnership interests in any Debtor, including without limitation any rights
represented by any issued and outstanding instrument evidencing an ownership
interest in a Debtor, whether or not transferable, and any option, warrant, or
right, contractual or otherwise, to purchase, sell, subscribe for, or otherwise
acquire or receive any such interest, including but not limited to Common Stock
and (a) conversion, exchange, voting, participation, and dividend rights; (b)
stock options, warrants, and put rights; and (c) share-appreciation rights with
respect to the Common Stock. The legal, equitable and contractual rights of the
Holders of Allowed Interests in any and all Debtors are Unimpaired by the
Prepackaged Plan and all such Interests will be Reinstated on the Effective
Date.


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<PAGE>

   SPECIAL PROVISION REGARDING UNIMPAIRED CLAIMS AND UNIMPAIRED INTERESTS

     Except as otherwise provided in the Prepackaged Plan, nothing shall affect
the Debtors' or the Reorganized Debtors' rights and defenses, both legal and
equitable, with respect to any Unimpaired Claims and Unimpaired Interests,
including, but not limited to, all rights with respect to legal and equitable
defenses to setoffs or recoupments against Unimpaired Claims and Unimpaired
Interests, under applicable bankruptcy, state or other laws.

Method of Distribution Under the Prepackaged Plan

   SOURCES OF CASH FOR PLAN DISTRIBUTIONS

     Except as otherwise provided in the Prepackaged Plan or the Confirmation
Order, all Cash necessary for the Reorganized Debtors to make payments pursuant
to the Prepackaged Plan shall be obtained from existing Cash balances.

   DISTRIBUTIONS FOR CLAIMS OR INTERESTS ALLOWED AS OF THE EFFECTIVE DATE

     Except as otherwise provided herein or as ordered by the Bankruptcy Court,
distributions to be made on account of Claims or Interests that are Allowed as
of the Effective Date shall be made on the Distribution Date or as soon
thereafter as is practicable. Any distribution to be made pursuant to the
Prepackaged Plan shall be deemed as having been made on the Effective Date if
such distribution is made on the Effective Date or as soon thereafter as is
practicable. Any payment or distribution required to be made under the
Prepackaged Plan on a day other than a Business Day shall be made on the next
succeeding Business Day. Distributions on account of Claims or Interests that
first become Allowed Claims or Interests after the Effective Date shall be made
pursuant to Article VII of the Prepackaged Plan. Notwithstanding the date on
which any distribution of securities is made to a Holder of a Claim or Interest
that is an Allowed Claim or Allowed Interest on the Effective Date, as of the
date of the distribution, such Holder shall be deemed to have the rights of a
Holder of such securities distributed as of the Effective Date.

   POSTPETITION INTEREST

     In accordance with section 502(b)(2) of the Bankruptcy Code, the amount of
all Claims against any of the Debtors shall be calculated as of the Petition
Date. Except as otherwise provided elsewhere in this Prepackaged Plan or in an
order of the Bankruptcy Court, no Holder of an Allowed Claim (other than Senior
Secured Lender Claims as provided in the Credit Agreement) shall be entitled to
the accrual of postpetition interest or the payment by the Debtors or
Reorganized Debtors of postpetition interest on account of such Claim for any
purpose; provided, however, that Holders of Unimpaired Claims shall be entitled
to postpetition interest to the extent required by applicable law.

   DISTRIBUTIONS BY THE DISBURSING AGENT

     The Disbursing Agent shall make all distributions required to be
distributed under the Prepackaged Plan. However, distributions on account of
Existing Note Claims shall be made to the respective Existing Notes Trustee.
The Reorganized Debtors may employ or contract with other entities to assist in
or make the distributions required by the Prepackaged Plan.

   ALLOWED CLAIMS AND INTERESTS

     Notwithstanding any provision in the Prepackaged Plan to the contrary, the
Disbursing Agent shall make distributions only to Holders of Allowed Claims and
Interests. No Holder of a Disputed Claim or Interest shall receive any
distribution on account thereof until and to the extent that its Disputed Claim
or Interest becomes an Allowed Claim or Interest. The presence of a Disputed
Claim or Interest in any Class shall not be a cause to delay distribution to
Allowed Claims or Interests in that Class or in any junior Classes.

   DELIVERY OF DISTRIBUTIONS AND UNDELIVERABLE OR UNCLAIMED DISTRIBUTIONS

     Delivery of Distributions in General. Distributions to holders of Allowed
Claims and Allowed Interests shall be made at the addresses set forth in the
Debtors' records or as otherwise available to the Debtors, the Bank Agents, the
Existing Notes Trustees, or any other agent or servicer, unless such addresses
are superseded by proofs of claim or transfers of claim filed pursuant to
Bankruptcy Rule 3001.


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<PAGE>

     Undeliverable and Unclaimed Distributions.

Holding of Undeliverable and Unclaimed Distributions. If the distribution to
any Holder of an Allowed Claim or Interest is returned to the Disbursing Agent
as undeliverable or is otherwise unclaimed, no further distributions shall be
made to such Holder unless and until the Disbursing Agent is notified in
writing of such Holder's then current address.

After Distributions Become Deliverable. The Disbursing Agent shall make all
distributions that have become deliverable or have been claimed since the
Distribution Date as soon as practicable after such distribution has become
deliverable.

Failure to Claim Undeliverable Distributions. Any holder of an Allowed Claim or
Interest that does not assert a claim pursuant to the Prepackaged Plan for an
undeliverable or unclaimed distribution within one (1) year after the Effective
Date shall be deemed to have forfeited its claim for such undeliverable or
unclaimed distribution and shall be forever barred and enjoined from asserting
any such claim for an undeliverable or unclaimed distribution against the
Disbursing Agent, the Debtors or their Estates, the Reorganized Debtors, or
their property. In such cases, any Cash for distribution on account of such
claims for undeliverable or unclaimed distributions shall become the property
of the Estates free of any restrictions thereon and notwithstanding any federal
or state escheat laws to the contrary, subject to the liens of the Senior
Secured Lenders. Any New Notes or Units held for distribution on account of
such Claim or Interest shall be canceled and of no further force or effect.
Nothing contained in the Prepackaged Plan shall require any Disbursing Agent,
including, but not limited to, the Reorganized Debtors, to attempt to locate
any holder of an Allowed Claim or Interest.

   RECORD DATE FOR DISTRIBUTIONS

     As of the close of business on the Distribution Record Date, the transfer
register for the Existing Notes, as maintained by the Debtors, the Existing
Notes Trustee, any other applicable trustee or their respective agents shall be
closed and the transfer of such securities or any interest thereon prohibited.
The Disbursing Agent will have no obligation to recognize the transfer of, or
the sale of any participation in, any Allowed Claim or Interest that occurs
after the close of business on the Distribution Record Date, and will be
entitled for all purposes herein to recognize and distribute only to those
Holders of Allowed Claims and Interests who are Holders of such Claims or
Interest, or participants therein, as of the close of business on the
Distribution Record Date. The Disbursing Agent and the Reorganized Debtors
shall instead be entitled to recognize and deal for all purposes under the
Prepackaged Plan with only those record holders stated on any official register
as of the close of business on the Distribution Record Date.

   ALLOCATION OF PLAN DISTRIBUTIONS BETWEEN PRINCIPAL AND INTEREST

     To the extent that any Allowed Claim entitled to a distribution under the
Prepackaged Plan is comprised of indebtedness and accrued but unpaid interest
thereon, such distribution shall, for federal income tax purposes, be allocated
to the principal amount of the Claim first and then, to the extent the
consideration exceeds the principal amount of the claim, to the portion of such
Claim representing accrued but unpaid interest.

   MEANS OF CASH PAYMENT

     Payments of Cash made pursuant to the Prepackaged Plan shall be in U.S.
dollars and shall be made, at the option and in the sole discretion of the
Reorganized Debtors, by (a) checks drawn on or (b) wire transfers from a
domestic bank selected by the Reorganized Debtors. Cash payments to foreign
creditors may be made, at the option of the Reorganized Debtors, in such funds
and by such means as are necessary or customary in a particular foreign
jurisdiction.

   WITHHOLDING AND REPORTING REQUIREMENTS

     In connection with the Prepackaged Plan and all distributions thereunder,
the Reorganized Debtors shall comply with all withholding and reporting
requirements imposed by any federal, state, local or foreign taxing authority,
and all distributions hereunder shall be subject to any such withholding and
reporting requirements. The Reorganized Debtors under the Prepackaged Plan
shall


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<PAGE>

be authorized to take any and all actions that may be necessary or appropriate
to comply with such withholding and reporting requirements. Notwithstanding any
other provision of the Prepackaged Plan, (i) each Holder of an Allowed Claim or
Interest that is to receive a distribution pursuant to the Prepackaged Plan
shall have sole and exclusive responsibility for the satisfaction and payment
of any tax obligations imposed by any governmental unit, including income,
withholding and other tax obligations, on account of such distribution, and
(ii) the Disbursing Agent shall have the right, but not the obligation, to
withhold any distribution to or on behalf of such Holder pursuant to the
Prepackaged Plan unless and until such Holder has made arrangements
satisfactory to the Disbursing Agent for the payment and satisfaction of such
tax obligations or has, to the Disbursing Agent's satisfaction, established an
exemption therefrom. Any property to be distributed pursuant to the Prepackaged
Plan shall, pending the implementation of such arrangements, be treated as
undeliverable pursuant to the Prepackaged Plan.

   SETOFFS

     Except as provided in the Plan, the Reorganized Debtors may, pursuant to
section 553 of the Bankruptcy Code or applicable nonbankruptcy law, but shall
not be required to, set off against any Claim and the payments or other
distributions to be made pursuant to the Prepackaged Plan in respect of such
Claim, claims of any nature whatsoever that the Debtors or the Reorganized
Debtors may have against the Holder of such Claim; provided, however, that
neither the failure to do so nor the allowance of any Claim hereunder shall
constitute a waiver or release by the Reorganized Debtors of any such claim
that the Debtors or the Reorganized Debtors may have against such Holder.

   SURRENDER OF INSTRUMENTS OR SECURITIES

     As a condition precedent to receiving any distribution pursuant to the
Prepackaged Plan on account of an Existing Notes Claim, each holder of an
Allowed Existing Notes Claim shall be required to tender all certificates or
instruments relating to its Allowed Existing Notes to such Claim to the
applicable trustee or their agents, as applicable and to the extent reasonably
practicable, and shall be required to execute such other documents as might be
necessary to effectuate the Prepackaged Plan. All surrendered Existing Notes
shall be marked as cancelled.

     Any holder of Existing Notes who fails to surrender the applicable
Existing Notes required to be tendered under the Prepackaged Plan or who fails
to deliver an affidavit of loss or such other documents as might be required by
the relevant trustee or agent, together with an indemnity in the customary form
within one year after the Effective Date, shall have its Claim and its
distribution pursuant to the Prepackaged Plan on account of such Existing Notes
discharged and forfeited and shall not participate in any distribution under
the Prepackaged Plan. Any property in respect of such forfeited Claims would
revert to the Reorganized Debtors.

   LOST, STOLEN, MUTILATED OR DESTROYED SECURITIES

     In addition to any requirements under the Indentures or any other
applicable agreement, any Holder of an Existing Note that has been lost,
stolen, mutilated or destroyed shall, in lieu of surrendering such Existing
Note, deliver to the Reorganized Debtors or the applicable Existing Notes
Trustee or their agents, as applicable: (i) evidence reasonably satisfactory to
the Reorganized Debtors and the applicable Existing Notes Trustee of the loss,
theft, mutilation or destruction; and (ii) such security or indemnity as may be
required by the Reorganized Debtors and the applicable Existing Notes Trustee
to hold the Reorganized Debtors or the applicable Existing Notes Trustee
harmless from any damages, liabilities or costs incurred in treating such
individual as a Holder of an Allowed Claim. Upon compliance with Article VI of
the Prepackaged Plan by a Holder of a Claim evidenced by an Existing Note, such
Holder shall, for all purposes under the Prepackaged Plan, be deemed to have
surrendered such instrument.

Procedures for Resolving Disputed, Contingent and Unliquidated Claims and
Interests

   OBJECTION DEADLINE; PROSECUTION OF OBJECTIONS

     Except as provided otherwise in the Plan or by order of the Bankruptcy
Court, holders of Claims and Interests shall not be required to file proofs of
Claim or proofs of Interest with the Bankruptcy


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<PAGE>

Court. The amount and validity of any disputed, contingent and/or unliquidated
Claim or Interest shall be determined, resolved or adjudicated, as the case may
be, in the manner in which such Claim or Interest would have been determined,
resolved or adjudicated if the Chapter 11 Cases had not been commenced;
provided, however, that the Debtors and the Reorganized Debtors reserve the
right to file with the Bankruptcy Court, on or before the claims objection
deadline, an objection to any Claim or Interest with respect to which the
holder of such Claim or Interest has filed a proof of Claim or proof of
Interest, as applicable, in the Chapter 11 Cases. The Debtors and the
Reorganized Debtors shall be authorized to, and shall, resolve all Disputed
Claims and Disputed Interests by withdrawing or settling such objections
thereto, or by litigating to judgment in the Bankruptcy Court or such other
court having jurisdiction the validity, nature, and/or amount thereof.

     In addition, any Debtor, Reorganized Debtor or the holder of a contingent
or unliquidated Claim may, at any time, request that the Bankruptcy Court
estimate any contingent or unliquidated Claim pursuant to section 502(c) of the
Bankruptcy Code regardless of whether such Debtor or Reorganized Debtor has
previously objected to such Claim or whether the Bankruptcy Court has ruled on
any such objection, and the Bankruptcy Court will retain jurisdiction to
estimate any Claim at any time during litigation concerning any objection to
any Claim, including during the pendency of any appeal relating to any such
objection. In the event the Bankruptcy Court estimates any contingent or
unliquidated Claim, that estimated amount will constitute either the Allowed
amount of such Claim or a maximum limitation on such Claim, as determined by
the Bankruptcy Court. If the estimated amount constitutes a maximum limitation
on such Claim, the Debtors may elect to pursue any supplemental proceedings to
object to any ultimate payment on such Claim. All of the aforementioned Claims
objection, estimation and resolution procedures are cumulative and are not
necessarily exclusive of one another. Claims may be estimated and thereafter
resolved by any permitted mechanism.

   NO DISTRIBUTIONS PENDING ALLOWANCE

     Notwithstanding any other provision of the Prepackaged Plan, no payments
or distributions shall be made with respect to all or, any portion of a
Disputed Claim or Interest unless and until all objections to such Disputed
Claim or Interest have been settled or withdrawn or have been determined by
Final Order and the Disputed Claim or Interest, or some portion thereof, has
become an Allowed Claim or Interest.

   DISTRIBUTIONS AFTER ALLOWANCE

     To the extent that a Disputed Claim or Interest ultimately becomes an
Allowed Claim or Interest, a distribution shall be made to the Holder of such
Allowed Claim or Interest in accordance with the provisions of this Plan. As
soon as reasonably practicable after the date that the order or judgment of the
Bankruptcy Court or other applicable court of competent jurisdiction allowing
any Disputed Claim or Interest becomes a Final Order, the Disbursing Agent
shall provide to the Holder of such Claim or Interest the distribution to which
such Holder is entitled under this Plan. After a Final Order has been entered,
or other final resolution has been reached, with respect to each Disputed Claim
and Interest any undistributed New Notes and/or Preferred Units and any
undistributed Cash or other undistributed property shall become property of the
Reorganized Debtors. All distributions made under this Article VII on account
of an Allowed Claim or Interest shall be made together with any dividends,
payments, or other distributions made on account of, as well as any obligations
arising from, the distributed property, as if such Allowed Claim or Interest
had been an Allowed Claim or Interest on the Distribution Date. Notwithstanding
the foregoing, the Disbursing Agent shall not be required to make distributions
under this Article VII more frequently than once every 90 days or to make any
individual payments in an amount less than $25.00.

Means for Implementation of the Prepackaged Plan


   CONTINUED CORPORATE EXISTENCE AND VESTING OF ASSETS IN THE REORGANIZED
   DEBTORS

     After the Effective Date, each of the Reorganized Debtors shall continue
to exist as separate corporate or other business entities in accordance with
the applicable law in the respective jurisdictions in which they are
incorporated or formed and pursuant to their respective certificates or


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<PAGE>

articles of incorporation and by-laws or other governing documents in effect
prior to the Effective Date, except to the extent such certificates or articles
of incorporation and by-laws or other governing documents are amended under the
Prepackaged Plan. Except as otherwise provided in the Prepackaged Plan, on and
after the Effective Date, all property of the Debtors' respective Estates,
including all claims, rights and causes of action and any property acquired by
the Debtors or the Reorganized Debtors under or in connection with the
Prepackaged Plan, shall vest in the respective Reorganized Debtors free and
clear of all Claims, liens, charges, other encumbrances and interests except
with respect to Claims that are Unimpaired under the Prepackaged Plan. On and
after the Effective Date, the Reorganized Debtors may operate their businesses
and may use, acquire and dispose of property and compromise or settle any
Claims without supervision of or approval by the Bankruptcy Court and free and
clear of any restrictions of the Bankruptcy Code or the Bankruptcy Rules other
than restrictions expressly imposed by the Prepackaged Plan or the Confirmation
Order. Without limiting the foregoing, the Reorganized Debtors may pay the
charges that they incur on or after the Confirmation Date for Professionals'
fees, disbursements, expenses or related support services without application
to the Bankruptcy Court.


   CORPORATE GOVERNANCE, DIRECTORS, MANAGERS AND OFFICERS AND CORPORATE
   ACTION

     Certificates of Incorporation and By-laws. The certificates or articles of
incorporation and by-laws or other governing documents of each of the Debtors
shall be amended as necessary to satisfy the provisions of the Prepackaged Plan
and the Bankruptcy Code, and shall include, among other things, (i) pursuant to
section 1123(a)(6) of the Bankruptcy Code, a provision prohibiting the issuance
of non-voting equity securities, but only to the extent required by section
1123(a)(6) of the Bankruptcy Code; and (ii) a provision authorizing the
distributions to be made pursuant to the Prepackaged Plan. After the Effective
Date, the Reorganized Debtors may amend and restate their respective amended
certificates or articles of incorporation and by-laws or other governing
documents as permitted by applicable law.

     Directors, Managers and Officers of the Reorganized Debtors. Subject to
any requirement of Bankruptcy Court approval pursuant to section 1129(a)(5) of
the Bankruptcy Code, as of the Effective Date, the initial officers, directors
and managers of the Reorganized Debtors shall be the officers, directors and
managers of the Debtors immediately prior to the Effective Date. Each such
director, manager and officer would serve from and after the Effective Date
pursuant to the terms of the relevant certificates or articles of incorporation
and by-laws or other governing documents of each of the Reorganized Debtors,
and applicable law.

     Corporate Action. The entry of the Confirmation Order would constitute
authorization of the adoption of any contemplated amendments to the applicable
certificates of incorporation or similar constituent documents, the selection
of directors or managers and officers for each of the Reorganized Debtors, and
all other actions contemplated by the Prepackaged Plan. All matters provided
for in the Prepackaged Plan involving the corporate structure of each of the
Reorganized Debtors, and any corporate action required by each of the Debtors
in connection with the Prepackaged Plan, would be deemed to have occurred and
would be in effect without any requirement of further action by the security
holders or directors or managers of each of the Reorganized Debtors. On the
Effective Date, the appropriate officers of each of the Reorganized Debtors and
directors or managers of each of the Reorganized Debtors would be authorized
and directed to issue, execute and deliver, the agreements, documents,
securities and instruments contemplated by the Prepackaged Plan, including the
New Notes and the Units, in the name of and on behalf of each of the
Reorganized Debtors.

   ISSUANCE OF NEW NOTES AND UNITS

     On or as soon as reasonably practicable after the Effective Date, the
Reorganized Debtors will, in accordance with the terms of the Prepackaged Plan,
issue and exchange, as necessary, for the benefit of holders of Existing Note
Claims, such New Notes and Units as are required by the Prepackaged Plan. The
issuance of the New Notes and Units will be authorized without the need for any
further corporate action.


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<PAGE>

Treatment of Executory Contracts and Unexpired Leases

   ASSUMPTION OF EXECUTORY CONTRACTS AND UNEXPIRED LEASES

     Immediately prior to the Effective Date, all executory contracts or
unexpired leases of the Debtors, including the prepetition agreements to pay
the reasonable and ordinary fees and expenses of the Noteholder Committee
Advisors and the Sprint Agreements, will be deemed assumed in accordance with
the provisions and requirements of sections 365 and 1123 of the Bankruptcy
Code. Entry of the Confirmation Order by the Bankruptcy Court shall constitute
approval of such assumptions and rejections pursuant to sections 365(a) and
1123 of the Bankruptcy Code. Each executory contract and unexpired lease
assumed pursuant to the Prepackaged Plan shall revest in and be fully
enforceable by the Reorganized Debtors in accordance with its terms, except as
modified by the provisions of the Prepackaged Plan, or any order of the
Bankruptcy Court authorizing and providing for its assumption or applicable
federal law.

   CURE OF DEFAULTS OF ASSUMED EXECUTORY CONTRACTS AND UNEXPIRED LEASES

     Any monetary amounts, by which each executory contract and unexpired lease
to be assumed pursuant to the Prepackaged Plan is in default shall be
satisfied, pursuant to section 365(b)(1) of the Bankruptcy Code, by payment of
the default amount in Cash on the Effective Date or on such other terms as the
parties to such executory contracts or unexpired leases may otherwise agree. In
the event of a dispute regarding: (1) the amount of any cure payments, (2) the
ability of the Reorganized Debtors or any assignee to provide "adequate
assurance of future performance" (within the meaning of section 365 of the
Bankruptcy Code) under the contract or lease to be assumed, or (3) any other
matter pertaining to assumption, the cure payments required by section
365(b)(1) of the Bankruptcy Code shall be made following the entry of a Final
Order resolving the dispute and approving the assumption.

   INDEMNIFICATION OF DIRECTORS, MANAGERS, OFFICERS AND EMPLOYEES

     The obligations of the Debtors to indemnify any person or entity serving
at any time on or prior to the Effective Date as one of its directors,
managers, officers or employees by reason of such person's or entity's service
in such capacity, or as a director, manager, officer or employee of any other
corporation or legal entity, to the extent provided in the Debtors' constituent
documents, or by a written agreement with the Debtors, or pursuant to
applicable general corporation law, each as applicable, shall be deemed and
treated as executory contracts that are assumed by the Reorganized Debtors
pursuant to the Prepackaged Plan and section 365 of the Bankruptcy Code as of
the Effective Date. Accordingly, such indemnification obligations shall be
treated as General Unsecured Claims and shall survive Unimpaired and unaffected
by entry of the Confirmation Order, irrespective of whether such
indemnification is owed for an act or event occurring before or after the
Petition Date.

   COMPENSATION AND BENEFIT PROGRAMS

     Except as otherwise expressly provided under the Prepackaged Plan, all
employment and severance policies, and all compensation and benefit plans,
policies, and programs of the Debtors applicable to their employees, retirees
and non-employee directors and the employees and retirees of their
subsidiaries, including, without limitation, all savings plans, retirement
plans, healthcare plans, disability plans, severance benefit plans, incentive
plans, and life, accidental death and dismemberment insurance plans are treated
as executory contracts under the Prepackaged Plan and on the Effective Date
will be assumed pursuant to the provisions of sections 365 and 1123 of the
Bankruptcy Code. All employment contracts assumed pursuant to Section 8.4 of
the Prepackaged Plan shall be deemed modified such that the transactions
contemplated by the Prepackaged Plan shall not be a "change of control" as
defined in the relevant employment contracts.

Confirmation and Consummation, of the Prepackaged Plan

   CONDITIONS TO CONFIRMATION

     The following are conditions precedent to the confirmation of the
Prepackaged Plan:

          (i) The Bankruptcy Court must have entered the Confirmation Order,
     approving the Disclosure Statement as containing "adequate information"
     pursuant to section 1125 of the


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<PAGE>

     Bankruptcy Code, approving the prepetition solicitation of votes with
     respect to the Prepackaged Plan and determining that all such votes were
     binding and were properly tabulated with acceptances or rejection of the
     Prepackaged Plan, confirming the Prepackaged Plan and determining that all
     applicable tests, standards and burdens in connection therewith were duly
     satisfied and met by the Debtors and the Prepackaged Plan, approving the
     Plan Documents, authorizing the Debtors to execute, enter into, and deliver
     the Plan Documents and to execute, implement, and to take all actions
     otherwise necessary or appropriate to give effect to, the transactions
     contemplated by the Prepackaged Plan and the Plan Documents.

          (ii) The Confirmation Order, the Plan Documents and the Prepackaged
     Plan must be, in form and substance, acceptable to the Debtors and holders
     of a majority in principal amount of Existing Notes of the members of the
     Noteholder Committee.

     CONDITIONS TO EFFECTIVE DATE

          The following are conditions precedent to the occurrence of the
     Effective Date:

          (i) The Confirmation Order must have been entered by the Clerk of the
     Bankruptcy Court, be in full force and effect and not be subject to any
     stay or injunction.

          (ii) All necessary consents, authorizations and approvals must have
     been given for the transfers of property and the payments provided for or
     contemplated by the Prepackaged Plan, including, without limitation,
     satisfaction or waiver of all conditions to the obligations of the Debtors
     under the Prepackaged Plan and the Plan Documents.

          (iii) The New Notes and Units must have become effective and all
     conditions to the effectiveness thereof must have been satisfied or waived.

          (iv) Conditions to the Plan Support Agreement must have been satisfied
     or waived.

          (v) All conditions precedent to the amendment of the Senior Secured
     Credit Facility, as described in the Prepackaged Plan and Disclosure
     Statement, have been satisfied or waived.

   WAIVER OF CONDITIONS

     Except for those conditions set forth in the Plan Support Agreement, each
of the conditions set forth in the Prepackaged Plan may be waived in whole or
in part by the Debtors, without any other notice to parties in interest or the
Bankruptcy Court and without a hearing. The failure to satisfy or waive a
condition to the Effective Date may be asserted by the Debtors or the
Reorganized Debtors regardless of the circumstances giving rise to the failure
of such condition to be satisfied (including any action or inaction by the
Debtors or the Reorganized Debtors). The failure of the Debtors or the
Reorganized Debtors to exercise any of the foregoing rights shall not be deemed
a waiver of any other rights, and each right shall be deemed an ongoing right
that may be asserted at any time.

   CONSEQUENCES OF NON-OCCURRENCE OF EFFECTIVE DATE

     If the Effective Date does not occur within ninety (90) days of the
Confirmation Date, or by such later date, after notice and hearing, as is
proposed by the Debtors, then upon motion by the Debtors and upon notice to
such parties in interest as the Bankruptcy Court may direct, the Confirmation
Order will be vacated by the Bankruptcy Court; provided, however, that,
notwithstanding the filing of such motion, the Confirmation Order may not be
vacated if the Effective Date occurs before the Bankruptcy Court enters an
order granting such motion. If the Confirmation Order is vacated pursuant to
Section 9.4 of the Prepackaged Plan, (a) the Prepackaged Plan shall be null and
void in all respects; and (b) any settlement of Claims and Interests provided
for hereby shall be null and void without further order of the Bankruptcy
Court.

Effect of Plan Confirmation

   BINDING EFFECT

     The Plan shall be binding upon and inure to the benefit of the Debtors,
all present and former Holders of Claims against and Interests in the Debtors
and their respective successors and assigns, including, but not limited to, the
Reorganized Debtors, and all other parties in interest in the Chapter 11 Cases.



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<PAGE>

   DISCHARGE OF THE DEBTORS

     Except as otherwise provided in the Prepackaged Plan or in the
Confirmation Order, the rights afforded under the Prepackaged Plan and the
treatment of Claims and Interests under the Prepackaged Plan shall be in
exchange for, and in complete satisfaction, settlement, discharge and release
of, all Claims and Interests, regardless of whether any property shall have
been distributed or retained pursuant to the Prepackaged Plan on account of or
in exchange for such Claims and Interests. Upon the Effective Date, except as
provided in the Prepackaged Plan or the Confirmation Order, the Debtors, and
each of them, shall be deemed discharged and released under section
1141(d)(1)(A) of the Bankruptcy Code from any and all Claims, including, but
not limited to, demands and liabilities that arose before the Confirmation
Date, and all debts of the kind specified in sections 502(g), 502(h) or 502(i)
of the Bankruptcy Code, whether or not (a) a proof of Claim based upon such
debt is filed or deemed filed under section 501 of the Bankruptcy Code, (b) a
Claim based upon such debt is allowed under section 502 of the Bankruptcy Code
or (c) the Holder of a Claim based upon such debt accepted the Prepackaged
Plan.

     As of the Confirmation Date, except as provided in the Prepackaged Plan or
the Confirmation Order, all Persons shall be precluded from asserting against
the Debtors or the Reorganized Debtors, any other or further claims, debts,
rights, causes of action, liabilities or equity interests relating to the
Debtors based upon any act, omission, transaction or other activity of any
nature that occurred prior to the Confirmation Date. In accordance with the
foregoing, except as provided in the Prepackaged Plan or the Confirmation
Order, the Confirmation Order shall be a judicial determination of discharge of
all such Claims and other debts and liabilities against the Debtors, pursuant
to sections 524 and 1141 of the Bankruptcy Code, and such discharge shall void
any judgment obtained against the Debtors at any time, to the extent that such
judgment relates to a discharged Claim.

   INJUNCTION

     ON THE EFFECTIVE DATE AND EXCEPT AS OTHERWISE PROVIDED IN THE PREPACKAGED
PLAN OR THE CONFIRMATION ORDER, ALL PERSONS WHO HAVE HELD, CURRENTLY HOLD, OR
MAY HOLD A CLAIM AGAINST OR INTEREST IN THE DEBTORS SHALL BE ENJOINED FROM
TAKING ANY OF THE FOLLOWING ACTIONS AGAINST OR AFFECTING THE DEBTORS, THE
REORGANIZED DEBTORS, THE ESTATES, THE ASSETS OR THE DISBURSING AGENT, OR (TO
THE EXTENT SUCH PERSONS HAVE PROVIDED AN EXPRESS RELEASE AS PROVIDED BY SECTION
10.5 OF THE PLAN) ANY OF THEIR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES,
AGENTS, REPRESENTATIVES, ADVISORS, ATTORNEYS, SUCCESSORS AND ASSIGNS OR THEIR
RESPECTIVE ASSETS AND PROPERTY WITH RESPECT TO SUCH CLAIMS OR INTERESTS (OTHER
THAN ACTIONS BROUGHT TO ENFORCE ANY RIGHTS OR OBLIGATIONS UNDER THE PREPACKAGED
PLAN AND THE CONTRACTS, INSTRUMENTS, RELEASES, INDENTURES AND OTHER AGREEMENTS
OR DOCUMENTS DELIVERED HEREUNDER):

          (I) COMMENCING, CONDUCTING OR CONTINUING IN ANY MANNER, DIRECTLY OR
     INDIRECTLY, ANY SUIT, ACTION OR OTHER PROCEEDING OF ANY KIND (INCLUDING,
     WITHOUT LIMITATION, ALL SUITS, ACTIONS, AND PROCEEDINGS THAT ARE PENDING AS
     OF THE EFFECTIVE DATE, WHICH MUST BE WITHDRAWN OR DISMISSED WITH
     PREJUDICE);

          (II) ENFORCING, LEVYING, ATTACHING, COLLECTING OR OTHERWISE RECOVERING
     BY ANY MANNER OR MEANS, WHETHER DIRECTLY OR INDIRECTLY, ANY JUDGMENT,
     AWARD, DECREE OR ORDER;

          (III) CREATING, PERFECTING OR OTHERWISE ENFORCING IN ANY MANNER,
     DIRECTLY OR INDIRECTLY, ANY LIEN OR ENCUMBRANCE;

          (IV) ASSERTING ANY SETOFF, RIGHT OF SUBROGATION OR RECOUPMENT OF ANY
     KIND AGAINST ANY DEBT, LIABILITY OR OBLIGATION DUE TO ANY RELEASED ENTITY;
     PROVIDED, THAT ANY DEFENSES, OFFSETS OR COUNTERCLAIMS WHICH THE DEBTORS OR
     THE REORGANIZED DEBTORS MAY HAVE OR ASSERT IN RESPECT OF THE ABOVE
     REFERENCED CLAIMS SHALL BE FULLY PRESERVED IN ACCORDANCE WITH THE
     PROVISIONS OF THE PREPACKAGED PLAN; AND

          (V) COMMENCING OR CONTINUING ANY ACTION, IN ANY MANNER, IN ANY PLACE
     THAT DOES NOT COMPLY WITH OR IS INCONSISTENT WITH THE PROVISIONS OF THE
     PREPACKAGED PLAN.

     BY ACCEPTING DISTRIBUTIONS PURSUANT TO THE PLAN, EACH HOLDER OF AN ALLOWED
CLAIM OR INTEREST SHALL BE DEEMED TO HAVE SPECIFICALLY CONSENTED TO THE
INJUNCTIONS SET FORTH IN SECTION 10.4 OF THE


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PREPACKAGED PLAN (EXCEPT AS TO THE INJUNCTIONS THAT REQUIRE SUCH PERSON TO HAVE
PROVIDED AN EXPRESS RELEASE UNDER SECTION 10.5 OF THE PREPACKAGED PLAN).

     RELEASES

     RELEASES BY THE DEBTORS. AS OF THE EFFECTIVE DATE, THE DEBTORS AND THE
REORGANIZED DEBTORS IN THEIR INDIVIDUAL CAPACITIES AND AS
DEBTORS-IN-POSSESSION, SHALL BE DEEMED TO FOREVER RELEASE, WAIVE AND DISCHARGE
ALL CLAIMS, OBLIGATIONS, SUITS, JUDGMENTS, DAMAGES, DEMANDS, DEBTS, RIGHTS,
CAUSES OF ACTION AND LIABILITIES (OTHER THAN THE RIGHTS OF THE DEBTORS OR THE
REORGANIZED DEBTORS TO ENFORCE THE PREPACKAGED PLAN AND THE CONTRACTS,
INSTRUMENTS, RELEASES, INDENTURES AND OTHER AGREEMENTS OR DOCUMENTS DELIVERED
THEREUNDER) WHETHER LIQUIDATED OR UNLIQUIDATED, FIXED OR CONTINGENT, MATURED OR
UNMATURED, KNOWN OR UNKNOWN, FORESEEN OR UNFORESEEN, THEN EXISTING OR
THEREAFTER ARISING, IN LAW, EQUITY OR OTHERWISE THAT ARE BASED IN WHOLE OR IN
PART ON ANY ACT, OMISSION, TRANSACTION, EVENT OR OTHER OCCURRENCE TAKING PLACE
ON OR PRIOR TO THE EFFECTIVE DATE IN ANY WAY RELATING TO THE DEBTORS, THE
REORGANIZED DEBTORS, THE CHAPTER 11 CASES, THE PREPACKAGED PLAN OR THE
DISCLOSURE STATEMENT, AND THAT COULD HAVE BEEN ASSERTED BY OR ON BEHALF OF THE
DEBTORS OR THEIR ESTATES OR THE REORGANIZED DEBTORS AGAINST (I) THE CURRENT AND
FORMER DIRECTORS, OFFICERS, MEMBERS AND EMPLOYEES OF THE DEBTORS (ACTING IN
SUCH CAPACITY) (OTHER THAN FOR MONEY BORROWED FROM OR OWED TO THE DEBTORS OR
THEIR SUBSIDIARIES BY ANY SUCH DIRECTORS, OFFICERS, MEMBERS OR EMPLOYEES AS SET
FORTH IN THE DEBTORS' BOOKS AND RECORDS) AND THE DEBTORS' AGENTS AND
PROFESSIONALS (ACTING IN SUCH CAPACITY), (II) THE SENIOR SECURED LENDERS
(ACTING IN SUCH CAPACITY) AND THE BANK AGENTS (ACTING IN SUCH CAPACITY), (III)
THE HOLDERS OF THE SENIOR NOTES AND SENIOR DISCOUNT NOTES WHO VOTED IN FAVOR OF
THE PREPACKAGED PLAN, AND (IV) THE RESPECTIVE AFFILIATES, AND CURRENT AND
FORMER OFFICERS, MEMBERS, DIRECTORS, EMPLOYEES, AGENTS, MEMBERS, SHAREHOLDERS,
AND PROFESSIONALS OF THE FOREGOING (ACTING IN SUCH CAPACITY).

     THE DEBTORS DO NOT BELIEVE THAT THEY HAVE ANY CLAIMS AGAINST ANY OF THE
ENTITIES TO BE RELEASED UNDER THE PREPACKAGED PLAN. MOREOVER, THE DEBTORS
BELIEVE THAT THE RELEASES ARE WARRANTED UNDER THE CIRCUMSTANCES. THE DEBTORS'
OFFICERS, DIRECTORS, AND EMPLOYEES ALL SHARE AN IDENTITY OF INTEREST WITH THE
DEBTORS SUCH THAT A SUIT AGAINST THEM WOULD BE, IN ESSENCE, A SUIT AGAINST THE
DEBTORS AND/OR WOULD DEPLETE ASSETS OF THE DEBTORS. THE BANK AGENTS AND THE
SENIOR SECURED LENDERS WERE INSTRUMENTAL IN AGREEING TO MODIFY THE CREDIT
AGREEMENT IN ORDER TO ACCOMMODATE THE RESTRUCTURING, AND THEREFORE ALSO SHARE
AN IDENTITY OF INTEREST WITH THE DEBTORS IN SEEING THE PREPACKAGED PLAN SUCCEED
AND THE DEBTORS REORGANIZE. SIMILARLY, THE HOLDERS OF SENIOR NOTES AND SENIOR
DISCOUNT NOTES WHO VOTED IN FAVOR OF THE PLAN WERE INSTRUMENTAL IN MODIFYING
THE SENIOR NOTES IN ORDER TO ACCOMMODATE THE RESTRUCTURING, AND THEREFORE ALSO
SHARE AN IDENTITY OF INTEREST WITH THE DEBTORS IN SEEING THE PREPACKAGED PLAN
SUCCEED AND THE DEBTORS REORGANIZE. THE RELEASEES ALSO HAVE MADE SUBSTANTIAL
CONTRIBUTIONS TO THE REORGANIZATION BY DESIGNING AND IMPLEMENTING THE
RESTRUCTURING. THE RELEASES ARE AN INTEGRAL PART OF THE RESTRUCTURING AND THE
PREPACKAGED PLAN, AND HENCE ARE NECESSARY TO THE CONTINUED SUCCESS OF THE
REORGANIZED DEBTORS. FINALLY, THE PREPACKAGED PLAN PROVIDES A DISTRIBUTION TO
HOLDERS OF CLAIMS AGAINST AND INTERESTS IN THE DEBTORS IN EXCHANGE FOR THE
RELEASEES. THE DISTRIBUTIONS UNDER THE PREPACKAGED PLAN WOULD NOT BE AVAILABLE
IN A LIQUIDATION AND ALSO MAY NOT BE AVAILABLE UNDER ALTERNATIVE SCENARIOS.
THUS, ABSENT THE SUPPORT OF THE RELEASES, THE DEBTORS MAY HAVE TO PURSUE OTHER
ALTERNATIVES THAT MAY NOT PROVIDE COMMENSURATE VALUE TO ALL CONSTITUENCIES.

     RELEASES BY HOLDERS OF CLAIMS AND INTERESTS. AS OF THE EFFECTIVE DATE,
EACH HOLDER OF ANY CLAIM AGAINST, OR INTEREST IN, ANY OF THE DEBTORS THAT
EXPRESSLY INDICATES ITS AGREEMENT, IN ANY BALLOT DEMONSTRATING ITS ACCEPTANCE
OF THE PREPACKAGED PLAN SHALL HAVE AGREED TO FOREVER RELEASE, WAIVE AND/OR
DISCHARGE ANY CAUSE OF ACTION (OTHER THAN SUCH PARTIES' RIGHTS TO ENFORCE THE
PREPACKAGED PLAN), WHETHER LIQUIDATED OR UNLIQUIDATED, FIXED OR CONTINGENT,
MATURED OR UNMATURED, KNOWN OR UNKNOWN, FORESEEN OR UNFORESEEN, THEN EXISTING
OR THEREAFTER ARISING, IN LAW, EQUITY OR OTHERWISE THAT ARE BASED IN WHOLE OR
IN PART ON ANY ACT OR OMISSION, TRANSACTION, EVENT OR OTHER OCCURRENCE TAKING
PLACE ON OR PRIOR TO THE EFFECTIVE DATE IN ANY WAY RELATING TO THE DEBTORS, THE
REORGANIZED DEBTORS, THE CHAPTER 11 CASES, THE PREPACKAGED PLAN OR THE
DISCLOSURE STATEMENT, AGAINST ANY OF THE DEBTORS' CURRENT AND FORMER DIRECTORS,
OFFICERS, EMPLOYEES, AGENTS, MEMBERS, SHAREHOLDERS AND PROFESSIONALS (OTHER
THAN CLAIMS OR INTERESTS UNRELATED TO THE DEBTORS), THE SENIOR SECURED LENDERS,
THE BANK AGENTS, THE


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MEMBERS OF THE NOTEHOLDER COMMITTEE, AND THEIR RESPECTIVE AFFILIATES, CURRENT
AND FORMER OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, MEMBERS, SHAREHOLDERS AND
PROFESSIONALS (ACTING IN SUCH CAPACITY), AS OF THE PETITION DATE OR THEREAFTER.

   EXCULPATION AND LIMITATION OF LIABILITY

     NEITHER THE DEBTORS, THE REORGANIZED DEBTORS, THE SENIOR SECURED LENDERS,
THE BANK AGENTS, THE NOTEHOLDER COMMITTEE, NOR ANY OF THEIR RESPECTIVE PRESENT
OR FORMER MEMBERS, OFFICERS, DIRECTORS, SHAREHOLDERS, EMPLOYEES, ADVISORS,
ATTORNEYS OR AGENTS ACTING IN SUCH CAPACITY, SHALL HAVE OR INCUR ANY LIABILITY
TO, OR BE SUBJECT TO ANY RIGHT OF ACTION BY, ANY HOLDER OF A CLAIM OR AN
INTEREST, OR ANY OTHER PARTY IN INTEREST, OR ANY OF THEIR RESPECTIVE AGENTS,
SHAREHOLDERS, EMPLOYEES, REPRESENTATIVES, FINANCIAL ADVISORS, ATTORNEYS OR
AFFILIATES, OR ANY OF THEIR SUCCESSORS OR ASSIGNS, FOR ANY ACT OR OMISSION IN
CONNECTION WITH, RELATING TO, OR ARISING OUT OF, THE DEBTORS' CHAPTER 11 CASES,
THE PURSUIT OF CONFIRMATION OF THE PREPACKAGED PLAN, THE CONSUMMATION OF THE
PREPACKAGED PLAN, OR THE ADMINISTRATION OF THE PREPACKAGED PLAN OR THE PROPERTY
TO BE DISTRIBUTED UNDER THE PLAN, EXCEPT FOR THEIR WILLFUL MISCONDUCT OR GROSS
NEGLIGENCE, AND IN ALL RESPECTS SHALL BE ENTITLED TO RELY REASONABLY UPON THE
ADVICE OF COUNSEL WITH RESPECT TO THEIR DUTIES AND RESPONSIBILITIES UNDER THE
PREPACKAGED PLAN.

     NOTWITHSTANDING ANY OTHER PROVISION OF THE PLAN, NO HOLDER OF A CLAIM OR
INTEREST, NO OTHER PARTY IN INTEREST, NONE OF THEIR RESPECTIVE CURRENT OR
FORMER OFFICERS, DIRECTORS, SUBSIDIARIES, AFFILIATES, MEMBERS, MANAGERS,
SHAREHOLDERS, PARTNERS, REPRESENTATIVES, EMPLOYEES, ATTORNEYS, OR AGENTS, OR
ANY OF THEIR RESPECTIVE SUCCESSORS AND ASSIGNS, AND THEIR RESPECTIVE PROPERTY,
SHALL HAVE ANY RIGHT OF ACTION, DEMAND, SUIT, OR PROCEEDING AGAINST THE
DEBTORS, THE REORGANIZED DEBTORS, THE SENIOR SECURED LENDERS, THE BANK AGENTS,
THE NOTEHOLDER COMMITTEE, OR ANY OR ANY OF THEIR RESPECTIVE CURRENT OR FORMER
OFFICERS, DIRECTORS, SUBSIDIARIES, AFFILIATES, MEMBERS, MANAGERS, SHAREHOLDERS,
PARTNERS, REPRESENTATIVES, EMPLOYEES, ATTORNEYS, FINANCIAL ADVISORS, OR AGENTS,
OR ANY OF THEIR RESPECTIVE SUCCESSORS AND ASSIGNS, AND THEIR RESPECTIVE
PROPERTY, FOR ANY ACT OR OMISSION IN CONNECTION WITH, RELATING TO, OR ARISING
OUT OF, THE CHAPTER 11 CASES, THE SOLICITATION OF ACCEPTANCES OF THE
PREPACKAGED PLAN, THE PURSUIT OF CONFIRMATION OF THE PREPACKAGED PLAN, THE
CONSUMMATION OF THE PREPACKAGED PLAN, OR THE ADMINISTRATION OF THE PREPACKAGED
PLAN OR THE PROPERTY TO BE DISTRIBUTED UNDER THE PREPACKAGED PLAN, EXCEPT FOR
THEIR GROSS NEGLIGENCE OR WILLFUL MISCONDUCT.

     THE FOREGOING EXCULPATION AND LIMITATION ON LIABILITY SHALL NOT, HOWEVER,
LIMIT, ABRIDGE, OR OTHERWISE AFFECT THE RIGHTS, IF ANY, OF THE REORGANIZED
DEBTORS TO ENFORCE, SUE ON, SETTLE OR COMPROMISE THE CAUSES OF ACTION RETAINED
PURSUANT TO SECTION 10.9 OF THE PREPACKAGED PLAN.

   INJUNCTION RELATED TO RELEASES AND EXCULPATION

     THE CONFIRMATION ORDER WILL PERMANENTLY ENJOIN THE COMMENCEMENT OR
PROSECUTION BY ANY ENTITY, WHETHER DIRECTLY, DERIVATIVELY OR OTHERWISE, OF ANY
CLAIMS, OBLIGATIONS, SUITS, JUDGMENTS, DAMAGES, DEMANDS, DEBTS, RIGHTS, CAUSES
OF ACTION OR LIABILITIES RELEASED PURSUANT TO THE PREPACKAGED PLAN, INCLUDING
BUT NOT LIMITED TO THE CLAIMS, OBLIGATIONS, SUITS, JUDGMENTS, DAMAGES, DEMANDS,
DEBTS, RIGHTS, CAUSES OF ACTION OR LIABILITIES RELEASED IN THE PREPACKAGED
PLAN.

   WAIVER OF ENFORCEMENT OF SUBORDINATION

     The classification and manner of satisfying all Claims and Interests under
the Prepackaged Plan takes into consideration all subordination rights, if any,
whether arising by contract or under general principles of equitable
subordination, section 510(b) or 510(c) of the Bankruptcy Code, or otherwise.
All subordination rights that a Holder of a Claim or Interest may have with
respect to any distribution to be made pursuant to the Prepackaged Plan will be
discharged and terminated, and all actions related to the enforcement of such
subordination rights will be permanently enjoined. Accordingly, distributions
pursuant to the Prepackaged Plan to Holders of Allowed Claims or Allowed
Interests will not be subject to payment to a beneficiary of such terminated
subordination rights, or to levy, garnishment, attachment or other legal
process by a beneficiary of such terminated subordination rights. Pursuant to
Bankruptcy Rule 9019 and in consideration of the distributions and other
benefits provided under the Prepackaged Plan, the provisions of the Prepackaged
Plan shall


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<PAGE>

constitute a good faith compromise and settlement of all claims or
controversies relating to the subordination rights that a Holder of a Claim or
Interest may have or any distribution to be made pursuant to the Prepackaged
Plan on account of or in exchange for such Claim or Interest. Entry of the
Confirmation Order shall constitute the Bankruptcy Court's approval, as of the
Effective Date, of the compromise or settlement of all such claims or
controversies and the Bankruptcy Court's finding that such compromise or
settlement is in the best interests of the Debtors, the Reorganized Debtors,
their respective properties, and the Holder of Claims and Interests, and is
fair, equitable and reasonable.

   PRESERVATION OF RIGHTS OF ACTION; SETTLEMENT OF LITIGATION CLAIMS

     Preservation of Rights of Action. Except as otherwise provided in the
Prepackaged Plan, the Confirmation Order, or in any document, instrument,
release or other agreement entered into in connection with the Prepackaged
Plan, in accordance with section 1123(b) of the Bankruptcy Code, the Debtors
and their Estates shall retain the Litigation Claims. The Reorganized Debtors,
as the successors in interest to the Debtors and the Estates, may enforce, sue
on, settle or compromise (or decline to do any of the foregoing) any or all of
the Litigation Claims. Notwithstanding the foregoing, the Debtors and the
Reorganized Debtors shall not file, commence or pursue any claim, right or
cause of action under sections 544 through 550 of the Bankruptcy Code;
provided, however, that notwithstanding any statute of limitations (including,
without limitation, section 544 of the Bankruptcy Code), the Debtors and the
Reorganized Debtors shall have the right to assert or raise such causes of
action (a) as defenses or counterclaims (up to the amount asserted in the
Claims against the Debtors); and (b) in connection with the Claims objection
process, in which case such causes of action can be raised as an objection to a
Claim and not as defenses or counterclaims.

     Settlement of Litigation Claims. At any time after the Confirmation Date
and before the Effective Date, notwithstanding anything in the Prepackaged Plan
to the contrary, the Reorganized Debtors may settle any or all of the
Litigation Claims with the approval of the Bankruptcy Court pursuant to
Bankruptcy Rule 9019.

   TERM OF BANKRUPTCY INJUNCTION OR STAYS

     All injunctions or stays provided for in the Chapter 11 Cases under
section 105 or 362 of the Bankruptcy Code, or otherwise, and in existence on
the Confirmation Date, shall remain in full force and effect until the
Effective Date.

Summary of Other Provisions of the Prepackaged Plan

     The following paragraphs summarize certain other significant provisions of
the Prepackaged Plan. The Prepackaged Plan should be referred to for the
complete text of these and other provisions of the Prepackaged Plan.

   EXEMPTION FROM CERTAIN TAXES

     Pursuant to section 1146(c) of the Bankruptcy Code, (a) the issuance,
transfer or exchange of notes or equity securities under the Prepackaged Plan;
(b) the creation of any mortgage, deed of trust, lien, pledge or other security
interest; (c) the making or assignment of any lease or sublease; or (d) the
making or delivery of any deed or other instrument of transfer under, in
furtherance of, or in connection with, the Prepackaged Plan, including, without
limitation, any merger agreements; agreements of consolidation, restructuring,
disposition, liquidation or dissolution; deeds; bills of sale; and transfers of
tangible property, will not be subject to any stamp tax, recording tax,
personal property tax, real estate transfer tax, sales or use tax or other
similar tax. Any transfers from any of the Debtors to any of the Reorganized
Debtors or otherwise pursuant to the Prepackaged Plan shall not be subject to
any such taxes, and the Confirmation Order shall direct the appropriate state
or local governmental officials or agents to forgo the collection of any such
tax or governmental assessment and to accept for filing and recordation any of
the foregoing instruments or other documents without the payment of any such
tax or governmental assessment. Unless the Bankruptcy Court orders otherwise,
any of the foregoing transactions taken on or prior to the Effective Date shall
be deemed to have been in furtherance of, or in connection with, the
Prepackaged Plan.


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<PAGE>

   CANCELLATION OF EXISTING NOTES

     On the Effective Date, except as otherwise provided for herein, (i) the
Existing Notes and any other notes, bonds (with the exception of surety bonds
outstanding), Indentures or other instruments or documents evidencing or
creating any indebtedness or obligations of Debtors, except such notes or other
instruments evidencing indebtedness or obligations of The Debtors that are
Unimpaired, Reinstated, or amended and restated under the Prepackaged Plan,
shall be cancelled and of no further force or effect without any further action
of the Bankruptcy Court or any Person, and (ii) the obligations of The Debtors
under any agreements, Indentures or certificates of designation governing the
Existing Notes and any other notes, bonds, indentures or other instruments or
documents evidencing or creating any indebtedness or obligations of The
Debtors, except such notes or other instruments evidencing indebtedness or
obligations of The Debtors that are Unimpaired, Reinstated or amended and
restated under the Prepackaged Plan, as the case may be, shall be discharged;
provided, however, that each Indenture or other agreement that governs the
rights of Existing Notes Claims shall continue in effect solely for the purpose
of allowing the Existing Notes Trustee to make distributions on account of such
Claims under the Prepackaged Plan.

   PAYMENT OF STATUTORY FEES

     All fees payable pursuant to Section 1930 of Title 28, United States Code,
as determined by the Bankruptcy Court at the Confirmation Hearing, shall be
paid on the Distribution Date.

   PAYMENT OF EXISTING NOTES TRUSTEE AND NEW NOTES TRUSTEE FEES

     All fees and expenses payable to the Existing Notes Trustee and New Notes
Trustee as of the Distribution Date, including all fees and expenses incurred
for their respective distribution functions, shall be paid on the Distribution
Date.

   EFFECTUATING DOCUMENTS AND FURTHER TRANSACTIONS

     Each of the Debtors or the Reorganized Debtors, as appropriate, are
authorized to execute, deliver, file or record such contracts, instruments,
releases and other agreements or documents and take such actions as may be
necessary or appropriate to effectuate, implement and further evidence the
terms and conditions of the Prepackaged Plan and any notes or securities issued
pursuant to the Prepackaged Plan.

   FILING OF ADDITIONAL DOCUMENTS

     On or before substantial consummation of the Prepackaged Plan, the Debtors
shall file such agreements and other documents as may be necessary or
appropriate to effectuate and further evidence the terms and conditions of the
Prepackaged Plan.

   REVOCATION, WITHDRAWAL OR NON-CONSUMMATION

     The Debtors reserves the right to revoke or withdraw the Prepackaged Plan
prior to the Confirmation Date and to file subsequent plans of reorganization.
If the Debtors revoke or withdraw the Prepackaged Plan, or if Confirmation or
consummation does not occur, then (a) the Prepackaged Plan shall be null and
void in all respects, (b) any settlement or compromise embodied in the
Prepackaged Plan (including the fixing or limiting to an amount certain any
Claim or Interest or Class of Claims or Interests), assumption or rejection of
executory contracts or leases affected by the Prepackaged Plan, and any
document or agreement executed pursuant to the Prepackaged Plan, shall be
deemed null and void, and (c) nothing contained in the Prepackaged Plan, and no
acts taken in preparation for consummation of the Prepackaged Plan, shall (i)
constitute a waiver or release of any Claims by or against, or any Interests
in, the Debtors or any other person, (ii) prejudice in any manner the rights of
the Debtors or any other person, or (iii) constitute an admission of any sort
by the Debtors or any other Person.

   AMENDMENT OR MODIFICATION OF THE PREPACKAGED PLAN

     Subject to section 1127 of the Bankruptcy Code and, to the extent
applicable, sections 1122, 1123 and 1125 of the Bankruptcy Code, the Debtors
reserve the right to alter, amend or modify the


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Prepackaged Plan with the consent of the holders of a majority in principal
amount of Existing Notes held by the Noteholders Committee at any time prior to
or after the Confirmation Date but prior to the substantial consummation of the
Prepackaged Plan. A Holder of a Claim or Interest that has accepted the
Prepackaged Plan shall be deemed to have accepted the Prepackaged Plan, as
altered, amended or modified, if the proposed alteration, amendment or
modification does not materially and adversely change the treatment of the
Claim or Interest of such Holder.

   PLAN SUPPLEMENT

     The Plan Supplement, which shall include certain exhibits, lists,
schedules, or documents to be executed in connection with the Prepackaged Plan
(to the extent not previously made publicly available), shall be filed with the
Bankruptcy Court, if necessary, not later than five (5) days prior to the
Confirmation Hearing. Upon its filing, the Plan Supplement may be inspected in
the office of the clerk of the Bankruptcy Court or its designee during normal
business hours. Holders of Claims and Interests may obtain a copy of the Plan
Supplement upon written request to the Debtors. The documents contained in the
Plan Supplement shall be approved by the Bankruptcy Court pursuant to the
Confirmation Order.

   COMMITTEES

     On the Effective Date, the duties of any committee (if appointed) shall
terminate, except with respect to any application for compensation or
reimbursement of costs and expenses in connection with services rendered prior
to the Effective Date.

   GOVERNING LAW

     Unless a rule of law or procedure is supplied by federal law (including
the Bankruptcy Code and Bankruptcy Rules), the laws of (i) the State of
Delaware shall govern the construction and implementation of the Prepackaged
Plan and any agreements, documents, and instruments executed in connection with
the Prepackaged Plan (unless such agreement, document or instrument provides
otherwise) and (ii) the laws of the state of incorporation, organization or
formation of each of the Debtors shall govern corporate governance matters with
respect to such Debtors, in each case without giving effect to the principles
of conflicts of law thereof.

CONFIRMATION AND CONSUMMATION PROCEDURE

     The Bankruptcy Court may confirm the Prepackaged Plan only if it
determines that the Prepackaged Plan complies with the technical requirements
of Chapter 11, including, among other things, that (a) the Prepackaged Plan has
properly classified Claims and Interests, (b) the Prepackaged Plan complies
with applicable provisions of the Bankruptcy Code, (c) the Debtors have
complied with applicable provisions of the Bankruptcy Code, (d) the Debtors
have proposed the Prepackaged Plan in good faith and not by any means forbidden
by law, (e) disclosure of "adequate information" as required by section 1125 of
the Bankruptcy Code has been made, (f) the Prepackaged Plan has been accepted
by the requisite votes of all classes of Holders of Claims and Interests
(except to the extent that "cramdown" is available under section 1129(b) of the
Bankruptcy Code), (g) the Prepackaged Plan is in the "best interests" of all
Holders of Claims or Interests in an Impaired Class, and (h) all fees and
expenses payable under 28 U.S.C.  Section  1930, as determined by the
Bankruptcy Court at the Confirmation Hearing, have been paid or the Prepackaged
Plan provides for the payment of such fees on the Effective Date. Under the
Bankruptcy Code, the following steps must be taken to confirm the Prepackaged
Plan.

The Confirmation Hearing

     The Bankruptcy Court will schedule a hearing on the confirmation of the
Prepackaged Plan. At that hearing the Bankruptcy Court will consider whether
the Prepackaged Plan satisfies the various requirements of the Bankruptcy Code,
including whether the Prepackaged Plan is feasible and whether the Prepackaged
Plan is in the best interests of the Holders of Claims and Interests in the
Debtors. At that time, the Debtors will submit a report to the Bankruptcy Court
concerning the votes for acceptance or rejection of the Prepackaged Plan by the
parties entitled to vote thereon.


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<PAGE>

     Section 1128(b) of the Bankruptcy Code provides that any party in interest
may object to confirmation of the Prepackaged Plan. Any objection to
confirmation of the Prepackaged Plan must be made in writing and filed with the
Bankruptcy Court and served on all required parties by the objection deadlines
set by the Bankruptcy Court. Unless an objection to confirmation is timely
served and filed, it may not be considered by the Bankruptcy Court.

Confirmation

     At the Confirmation Hearing, the Bankruptcy Court will confirm the
Prepackaged Plan only if all of the requirements of section 1129 of the
Bankruptcy Code are met. Among the requirements for confirmation of a plan are
that the plan is (a) accepted by all impaired classes of claims and equity
interests or, if rejected by an impaired class, that the plan "does not
discriminate unfairly" and is "fair and equitable" as to such class, (b)
feasible and (c) in the "best interests" of creditors and stockholders that are
impaired under the plan.

   UNFAIR DISCRIMINATION AND FAIR AND EQUITABLE TESTS

     To obtain non-consensual confirmation of the Prepackaged Plan, it must be
demonstrated to the Bankruptcy Court that the Prepackaged Plan "does not
discriminate unfairly" and is "fair and equitable" with respect to each
impaired, non-accepting Class. The Bankruptcy Code provides a non-exclusive
definition of the phrase "fair and equitable." The Bankruptcy Code establishes
tests for determining what is "fair and equitable" for secured creditors,
unsecured creditors and equity holders, as follows:

        Secured Creditors. Either (i) each impaired secured creditor retains
    its liens securing its secured claim and receives on account of its
    secured claim deferred cash payments having a present value equal to the
    amount of its allowed secured claim, (ii) each impaired secured creditor
    realizes the "indubitable equivalent" of its allowed, secured claim, or
    (iii) the property securing the claim is sold free and clear of liens,
    with such liens to attach to the proceeds of the sale and the treatment of
    such liens with respect to such proceeds to be as provided in clause (i)
    or (ii) of this subparagraph.

        Unsecured Creditors. Either (i) each impaired unsecured creditor,
    receives or retains, under the plan, property of a value equal to the
    amount of its allowed claim or (ii) the holders of claims and interests
    that are junior to the claims of the dissenting class will not receive any
    property under the plan.

        Equity Interests. Either (i) each holder of an equity interest will
    receive or retain, under the plan, property of a value equal to the
    greatest of the fixed liquidation preference to which such holder is
    entitled, the fixed redemption price to which such holder is entitled, or
    the value of the interest or (ii) the holder of an interest that is junior
    to the non-accepting class will not receive or retain any property under
    the plan.

     The Debtors reserve the right to pursue the Prepackaged Plan without
having previously obtained sufficient acceptances of the Prepackaged Plan from
Holders of Impaired Claims. In such case, the Debtors will request confirmation
of the Prepackaged Plan under section 1129(b) of the Bankruptcy Code. The
Debtors believe that the Prepackaged Plan may be confirmed pursuant to the
above-described "cramdown" provisions, over the rejection by an Impaired Class.


   BEST INTERESTS TEST

     With respect to each Impaired Class of Claims and Interests, confirmation
of the Prepackaged Plan requires that each Holder of a Claim or Interest either
(a) accept the Prepackaged Plan or (b) receive or retain under the Prepackaged
Plan property of a value, as of the Effective Date, that is not less than the
value such Holder would receive or retain if the Debtors were liquidated under
Chapter 7 of the Bankruptcy Code. To calculate the probable distribution to
Holders of each Impaired Class of Claims and Interests if the Debtors were
liquidated under Chapter 7, a bankruptcy court must first determine the
aggregate dollar amount that would be generated from the Debtors' assets if
their Chapter 11 Case were converted to a Chapter 7 case under the Bankruptcy
Code. This "liquidation value" would consist primarily of the proceeds from a
forced sale of the Debtors' assets by a Chapter 7 trustee.


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<PAGE>

     The amount of liquidation value available to unsecured creditors would be
reduced by, first, the claims of secured creditors to the extent of the value
of their collateral, and, second, by the costs and expenses of liquidation, as
well as by other administrative expenses and costs of both the Chapter 7 case
and the Chapter 11 case. Costs of liquidation under Chapter 7 of the Bankruptcy
Code would include the compensation of a trustee, as well as of counsel and
other professionals retained by the trustee, asset disposition expenses, all
unpaid expenses incurred by the Debtors in their Chapter 11 cases (such as
compensation of attorneys, financial advisors and accountants) that are allowed
in the Chapter 7 case, litigation costs, and claims arising from the operations
of the Debtors during the pendency of the Chapter 11 cases. The liquidation
itself would trigger certain priority claims that otherwise would be due in the
ordinary course of business. Those priority claims would be paid in full from
the liquidation proceeds before the balance would be made available to pay
general claims or to make any distribution in respect of equity interests. The
liquidation would also prompt the rejection of a large number of executory
contracts and unexpired leases and thereby create a significantly higher number
of unsecured creditors.

     The Debtors believe that the Prepackaged Plan meets the "best interests of
creditors" test of section 1129(a)(7) of the Bankruptcy Code. The Debtors
believe that the members of each Impaired Class will receive greater value
under the Prepackaged Plan than they would in a liquidation. The Liquidation
Analysis, a copy of which is attached hereto as Annex B, provides that in the
event of a liquidation as described therein, the proceeds available for Holders
of General Unsecured Claims and Existing Note Claims would range from $51.4
million to $268.0 million, resulting in a recovery of only 6.6% to 34.4%. The
Liquidation Analysis provides that there would be no recovery to Holders of
Common Stock Interests.

     In contrast, under the Prepackaged Plan, Holders of General Unsecured
Claims will receive a 100% recovery. It is estimated that Holders of Existing
Note Claims will receive a recovery of approximately 90%. Holders of Common
Stock Interests are estimated to retain collective value of between $251.1
million and $324.1 million under the Prepackaged Plan. Therefore, Holders of
such Claims and such Interests will receive substantially more under the
Prepackaged Plan than in a liquidation. Although the Debtors believe that the
Prepackaged Plan meets the "best interests test" of section 1129(a)(7) of the
Bankruptcy Code, there can be no assurance that the Bankruptcy Court will
determine that the Prepackaged Plan meets this test. THESE ESTIMATES OF VALUE
ARE SUBJECT TO A NUMBER OF ASSUMPTIONS AND SIGNIFICANT QUALIFYING CONDITIONS.
ACTUAL VALUES AND RECOVERIES COULD VARY MATERIALLY FROM THE ESTIMATES SET FORTH
HEREIN. See "-- Valuation of Reorganized Alamosa as of 10/31/03."

   FEASIBILITY

     The Bankruptcy Code requires that the Bankruptcy Court determine that
confirmation of a plan is not likely to be followed by liquidation or the need
for further financial reorganization of the Debtors. For purposes of showing
that the Prepackaged Plan meets this feasibility standard, the Debtors have
analyzed the ability of the Reorganized Debtors to meet their obligations under
the Prepackaged Plan and retain sufficient liquidity and capital resources to
conduct their business.

     The Debtors believe that with a significantly deleveraged capital
structure, their business will be able to return to viability. The decrease in
the amount of debt on the Debtors' balance sheet will improve the Debtors' cash
flow and reduce their interest expense. To further support its belief in the
feasibility of the Prepackaged Plan, the Debtors have relied upon Pro Forma
Financial Projections for Fiscal Years 2003 through 2008 contained above (the
"Projections"). The Projections indicate that the Reorganized Debtors should
have sufficient cash flow to pay and service their debt obligations.
Accordingly, the Debtors believe that the Prepackaged Plan complies with the
financial feasibility standard of section 1129(a)(11) of the Bankruptcy Code.

     Holders of Claims against and Interests in the Debtors are advised,
however, that the Projections were not prepared with a view toward compliance
with the published guidelines of the American Institute of Certified Public
Accountants or any other regulatory or professional agency or body or generally
accepted accounting principles. Furthermore, the Debtors' independent certified
public


                                      127
<PAGE>

accountants have not compiled or examined the Projections and accordingly do
not express any opinion or any other form of assurance with respect thereto and
assume no responsibility for the Projections.

     The Projections also assume that (i) the Prepackaged Plan will be
confirmed and consummated in accordance with its terms, (ii) there will be no
material change in legislation or regulations, or the administration thereof,
including telecommunications and environmental legislation or, regulations,
that will have an unexpected effect on the operations of the Reorganized
Debtors, (iii) there will be no change in United States generally accepted
accounting principles that will have a material effect on the reported
financial results of the Reorganized Debtors, and (iv) there will be no
material contingent or unliquidated litigation or indemnity claims applicable
to the Reorganized Debtors. To the extent that the assumptions inherent in the
Projections are based upon future business decisions and objectives, they are
subject to change. In addition, although they are presented with numerical
specificity and considered reasonable by the Debtors when taken as a whole, the
assumptions and estimates underlying the Projections are subject to significant
business, economic and competitive uncertainties and contingencies, many of
which will be beyond the control of the Reorganized Debtors.

     Accordingly, the Projections are only estimates that are necessarily
speculative in nature. It can be expected that some or all of the assumptions
in the Projections will not be realized and that actual results will vary from
the Projections, which variations may be material and are likely to increase
over time. The Projections should therefore not be regarded as a representation
by the Debtors or any other person that the results set forth in the
Projections will be achieved. In light of the foregoing, readers are cautioned
not to place undue reliance on the Projections. The Projections should be read
together with the information in the section of this Disclosure Statement
entitled "Risk Factors," which sets forth important factors that could cause
actual results to differ from those in the Projections.

     The Debtors are subject to the informational requirements of the Exchange
Act, as amended, and in accordance therewith files periodic reports and other
information with the SEC relating to its business, financial statements and
other matters. Such filings will not include projected financial information.
The Debtors do not intend to update or otherwise revise the Projections,
including any revisions to reflect events or circumstances existing or arising
after the date of this Disclosure Statement or to reflect the occurrence of
unanticipated events, even if any or all of the underlying assumptions do not
come to fruition. Furthermore, the Debtors do not intend to update or revise
the Projections to reflect changes in general economic or industry conditions.

VALUATION OF REORGANIZED ALAMOSA AS OF 10/31/03

     Neither the Company nor its financial advisors have conducted traditional
appraisals or valuations with respect to the value of the Company as a going
concern. The Company believes, however, that a reasonable range of the
enterprise values for the Company on a going concern basis after giving effect
to the restructuring, can be implied from the value attributed to the
consideration accepted by the Noteholders under the Prepackaged Plan.

     As described elsewhere in this Disclosure Statement and assuming a closing
on October 31, 2003, under the Prepackaged Plan Noteholders will receive 25% of
the face value of their claim at closing ($174.5 million) in shares of
Preferred Stock (and CVRs, as needed) and 65% of the face value of their claim
($453.8 million) in New Notes. The conversion value of the Preferred Stock to
be distributed will be $3.40, and if the trading value of the Debtors' common
sock post-transaction is below this price, the Noteholders will also receive
additional compensation through the CVRs. The value of the CVRs is capped based
on a stock price of $2.82.

     The Debtors believe that range of value for the common stock on which the
Restructuring Transactions are premised provides a reasonable basis for valuing
the Company's going concern enterprise value because it represents an
arms-length market clearing transaction which neither the Company nor the
Noteholders are under any compulsion to accept. In addition, assuming the
Restructuring Transactions are consummated, the Debtors believe that the terms
on which the capital


                                      128
<PAGE>

markets will accept a deal are probative of the value of the Company. Using
this range of prices, assuming consummation of the Restructuring Transactions,
the Debtors estimate that the Company's going concern enterprise value would be
$1.017 billion to $1.102 billion.

     Estimates of going concern enterprise value do not purport to be
appraisals, nor do they necessarily reflect the values that might be realized
if assets were to be sold. Such estimates were developed solely for purposes of
formulation and negotiation of the Prepackaged Plan and analysis of implied
relative recoveries to creditors thereunder. Such estimates reflect the implied
going concern enterprise value of the Company based upon the terms of the
Prepackaged Plan and do not purport to reflect or constitute appraisals,
liquidation values, or estimates of the actual market value that may be
realized through the sale of any securities to be issued pursuant to the
Prepackaged Plan, which may be significantly different from the amounts set
forth herein. The value of an operating business is subject to uncertainties
and contingencies that are difficult to predict and will fluctuate with changes
in factors affecting the financial conditions and prospects of such a business.
As a result, the estimate of going concern enterprise value set forth herein is
not necessarily indicative of actual outcomes, which may be significantly more
or less favorable than those set forth herein. Because such estimates are
inherently subject to uncertainties, neither the Company, nor its officers,
directors or advisors assume responsibility for their accuracy.

     In addition, the valuation of newly-issued securities is subject to
additional uncertainties and contingencies, all of which are difficult to
predict. Actual market prices of such securities at issuance will depend upon,
among other things, prevailing interest rates; conditions in the financial
markets; the anticipated initial securities holding of prepetition creditors,
some of which may prefer to liquidate their investment rather than hold it on a
long-term basis; and other factors that generally influence the prices of
securities. Actual market prices of such securities also may be affected by the
bankruptcy case or by other factors not possible to predict. Accordingly, the
going concern enterprise value estimated by the Company does not necessarily
reflect, and should not be construed as reflecting, values that will be
attained in the public or private markets. The equity value ascribed in the
analysis does not purport to be an estimate of the post-reorganization market
trading value. Such trading value may be materially different from the
reorganization equity value ranges associated with the Debtors' valuation
analysis. Indeed, there can be no assurance that a trading market will develop
for the New Notes, Preferred Stock or CVRs.

     Furthermore, in the event that the actual distributions to Claim holders
in these bankruptcy cases differ from those assumed by the Debtors in their
recovery analysis, the actual recoveries realized by holders of Claims in the
impaired Classes could be significantly higher or lower than estimated by the
Debtors.


                                      129
<PAGE>

The following analysis details the Debtors' calculation of the going concern
   enterprise valuation:



<TABLE>
<CAPTION>
                                                                 LOW                       HIGH
($ in millions)                                        ------------------------   -----------------------
                                                            $         RECOVERY         $         RECOVERY
                                                       -----------   ----------   -----------   ---------
<S>                                                    <C>           <C>          <C>           <C>
NOTEHOLDER RECOVERY UNDER PLAN
 New 12% Senior Discount Notes due 2009 ............  $   193.8                  $   193.8
 New 11% Senior Notes due 2010 .....................      260.0          65%         260.0          65%
                                                       ---------         --       ---------         --
 New Notes--Total ..................................      453.8          65%         453.8          65%
 Implied Value of Conv. Pref. Equity (as
   converted) ......................................      144.7          21%         174.5          25%
 Contingent Value Rights ...........................       29.8           4%             --          0%
                                                       ---------         --       ---------         --
Total Recovery .....................................  $   628.3          90%     $   628.3          90%
Original Claim .....................................      698.1                      698.1
                                                       ---------         --       ---------         --
Noteholder Claim Extinguished ......................  $    69.8          10%     $    69.8          10%

VALUATION ASSUMPTIONS
 Negotiated Per Share Price Range (1) ..............       2.82                       3.40
 As-converted Ownership % of Conv. Pref.
   Equity (2) ......................................         35%                        35%
                                                       ---------                  ---------
Implied Value of Conv. Pref. Equity ................  $   144.7                  $   174.5

PRO FORMA SHARES OUTSTANDING
 Current Shares ....................................       95.4                       95.4
 Shares Underlying Convertible Preferred
   Equity ..........................................       51.4                       51.4
 Shares Issued Under Contingent Value Rights
   (CVR) (3) .......................................       10.6                        0.0
                                                       ---------                  ---------
Total Shares .......................................      157.4                      146.8
Implied Equity Value--Pre CVR Dilution .............  $   413.5                  $   498.7

ESTIMATED GOING CONCERN VALUATION
Equity Value .......................................  $   413.5                  $   498.7
Plus: Senior Secured Term Loan .....................      200.0                      200.0
Plus: Capital Leases ...............................        1.4                        1.4
Plus: New 12.000% Sr. Disc. Notes due 2009 .........      193.8                      193.8
Plus: New 11.000% Sr. Notes due 2010 ...............      260.0                      260.0
Less: Cash & Equivalents ...........................  $    52.0                  $    52.0
                                                       ---------                  ---------
Implied Enterprise Value ...........................  $ 1,016.7                  $ 1,101.9
                                                       =========                  =========
</TABLE>

NOTES:
(1)   Reflects negotiated range of the Debtors' stock price on which CVR
      consideration will be based.
(2)   Reflects % of common stock convertible preferred stockholders will own on
      an as-converted basis.
(3)   The most shares issued under the CVR would occur when the Debtor's stock
      price trades at $2.82.


                                      130
<PAGE>

CERTAIN OTHER LEGAL CONSIDERATIONS

The Securities Act

     The Debtors have not filed a registration statement under the Securities
Act, or any other federal or state securities laws with respect to the New
Notes, the Units, the Preferred Stock or the CVRs that may be deemed to be
offered by virtue of this solicitation. The Debtors are relying on section
3(a)(9) and/or any other applicable section of the Securities Act and similar
state law provisions to exempt the Debtors from registering the offer of any
securities that may be deemed to be made pursuant to this solicitation.


   EXCHANGE OF NOTES

     Generally, the Securities Act prohibits the offer of securities to the
public unless a registration statement has been filed with the SEC and the sale
of securities until such registration statement has been declared effective by
the SEC, unless an exemption from registration is available. The Exchange
Offers constitute an "offer" of securities under the Securities Act. However,
the Debtors are availing themselves of section 3(a)(9) of the Securities Act
which provides an exemption from registration for exchanges of securities by
the issuer with its existing security holders exclusively where no commission
or other remuneration is paid or given directly or indirectly for soliciting
such exchange." Accordingly, no filing with the SEC is being made with respect
to the Exchange Offer.

     The Debtors have nevertheless prepared this Disclosure Statement which
contains substantially the same information which would be required for a
registration statement, including pro forma financial information, and is
distributing this offering document to the Holders of the Notes. Because no
filing with the SEC is required for the Exchange Offers, the SEC is not
reviewing or commenting on the documents used in the Exchange Offers.

Registration

     Holders of securities who are deemed to be "underwriters" within the
meaning of section 1145(b)(1) of the Bankruptcy Code or who may otherwise be
deemed to be "underwriters" of, or to exercise "control" over, the Debtors
within the meaning of Rule 405 of Regulation C under the Securities Act may,
under certain circumstances, be able to sell their securities pursuant to the
more limited safe harbor resale provisions of Rule 144 under the Securities
Act. Generally, Rule 144 provides that, if certain conditions are met (e.g.,
one year holding period with respect to "restricted securities," volume
limitations, manner of sale, availability of current information about the
issuer, etc.), (a) any person who resells "restricted securities" and (b) any
"affiliate" of the issuer of the securities sought to be resold will not be
deemed to be an "underwriter" as defined in section 2(11) of the Securities
Act. Under paragraph (k) of Rule 144, the aforementioned conditions to resale
will no longer apply to restricted securities sold for the account of a holder
who is not an affiliate of the Debtors at the time of such resale and who has
not been such during the three-month period next preceding such resale, so long
as a period of at least two years has elapsed since the later of (i) the
Effective Date and (ii) the date on which such holder acquired his or its
securities.

RISK FACTORS

Risk of Non-Confirmation of the Prepackaged Plan or of Possible Invalidation of
the Solicitation

     There can be no assurance that the Bankruptcy Court will decide that this
Disclosure Statement meets the disclosure requirements of the Bankruptcy Code
or that the Acceptances are effective for the purpose of approving the
Prepackaged Plan. Section 1126(b) of the Bankruptcy Code provides that the
holder of a claim against, or interest in, a debtor who accepts or rejects a
plan of reorganization before the commencement of a Chapter 11 case is deemed
to have accepted or rejected such plan under the Bankruptcy Code so long as the
solicitation of such acceptance was made in accordance with applicable
non-bankruptcy law governing the adequacy of disclosure in connection with such
solicitation, or, if such laws do not exist, such acceptance was solicited
after disclosure of "adequate information," as defined in section 1125 of the
Bankruptcy Code. In addition, Bankruptcy Rule 3018(b) states that a holder of a
claim or interest who has accepted or rejected a plan before the


                                      131
<PAGE>

commencement of the case under the Bankruptcy Code shall not be deemed to have
accepted or rejected the plan if the court finds after notice and a hearing
that the plan was not transmitted in accordance with reasonable solicitation
procedures.

     This Disclosure Statement is being presented in order to satisfy the
foregoing requirements. The Debtors believe that their solicitation of votes to
accept or reject the Prepackaged Plan is proper under applicable nonbankruptcy
law, rules and regulations. Holders of claims in Classes 1, 2, 3 and 6 and
holders of interests in Class 7 are Unimpaired by the Prepackaged Plan, and are
deemed to have accepted the Prepackaged Plan. Accordingly, the Debtors have not
solicited the votes of holders of such Unimpaired claims and interests. To the
extent the Bankruptcy Court determines that any claims in Classes 1, 2, 3 and 6
or interests in Class 7 are Impaired, the Debtors may be required to solicit
the vote, postpetition, of such Impaired class of claims or interests. Further,
the Debtors cannot be certain that their solicitation of Acceptances or
rejections will be approved by the Bankruptcy Court. If such approval is not
obtained, then the Debtors may have to solicit votes to accept or reject the
Prepackaged Plan from one or more classes of claims or interests that were not
previously solicited. The Debtors also may have to seek to resolicit
Acceptances. In any of the foregoing scenarios wherein postpetition
solicitation of votes on the Prepackaged Plan occurs, confirmation of the
Prepackaged Plan could be delayed and possibly jeopardized.

     Section 1122 of the Bankruptcy Code requires that the Prepackaged Plan
classify claims against, and interests in, the Debtors. The Bankruptcy Code
also provides that, except for certain claims classified for administrative
convenience, the Prepackaged Plan may place a claim or interest in a particular
class only if such claim or interest is substantially similar to the other
claims or interests of such class. The Debtors believe that all claims and
interests have been appropriately classified in the Prepackaged Plan. The
Debtors have elected to separately classify General Unsecured Claims. This
class is composed largely of trade creditors and does not include Existing Note
Claims. In order to maximize the possibility of confirmation of the Prepackaged
Plan as expeditiously as possible, the Debtors have determined, in the exercise
of their business judgment, to leave all such claims Unimpaired under the
Prepackaged Plan so that it may focus on restructuring the Existing Notes.

     To the extent that the Bankruptcy Court finds that a different
classification is required for the Prepackaged Plan to be confirmed, the
Debtors presently anticipate that they would seek (i) to modify the Prepackaged
Plan to provide for whatever classification might be required for confirmation
and (ii) to use the Acceptances received from any creditor or shareholder
pursuant to this solicitation for the purpose of obtaining the approval of the
class or classes of which such creditor or shareholder ultimately is deemed to
be a member. Any such reclassification of creditors or shareholders, although
subject to the notice and hearing requirements of the Bankruptcy Code, could
adversely affect the class in which such creditor or shareholder was initially
a member, or any other class under the Prepackaged Plan, by changing the
composition of such class and the vote required for approval of the Prepackaged
Plan.

     There can be no assurance that the Bankruptcy Court, after finding that a
classification was inappropriate and requiring a reclassification, would
approve the Prepackaged Plan based upon such reclassification. Except to the
extent that modification of classification in the Prepackaged Plan requires
resolicitation, the Debtors will, in accordance with the Bankruptcy Code and
the Bankruptcy Rules, seek a determination by the Bankruptcy Court that
acceptance of the Prepackaged Plan by any Holder pursuant to this solicitation
will constitute a consent to the Prepackaged Plan's treatment of such Holder
regardless of the class as to which such Holder is ultimately deemed to be a
member. The Debtors believe that under the Bankruptcy Rules, the Debtors would
be required to resolicit votes for or against the Prepackaged Plan only when a
modification adversely affects the treatment of the claim of any creditor or
equity holder.


MODIFICATION OF THE PREPACKAGED PLAN

     The Debtors may seek to modify or amend the Prepackaged Plan at any time
prior to the confirmation date in the manner provided for in section 1127 of
the Bankruptcy Code and Bankruptcy Rule 3019 or as otherwise permitted by law
without additional disclosure pursuant to section 1125 of


                                      132
<PAGE>

the Bankruptcy Code, except as the Bankruptcy Court might otherwise require.
The potential impact of any such amendment or modification on the holders of
claims and interests cannot presently be foreseen, but may include a change in
the economic impact of the Prepackaged Plan, on some or all of the classes or a
change in the relative rights of such classes. If any of the terms of the
Prepackaged Plan are amended in a manner determined by the Debtors or the
Bankruptcy Court, as appropriate, to constitute a material adverse change to
the treatment of the claim of any creditor or the interest of any equity
security holder, the Debtors will promptly disclose any such amendment in
accordance with Bankruptcy Code section 1127, Bankruptcy Rule 3019, and any
order of the Bankruptcy Court.

     The Debtors, prior to confirmation of the Prepackaged Plan, or prior to
substantial consummation thereof, subject to the provisions of section 1127 of
the Bankruptcy Code and Bankruptcy Rule 3019, reserve the right to amend the
terms of the Prepackaged Plan or waive any conditions thereto if and to the
extent the Debtors determine that such amendments or waivers are necessary or
desirable to consummate the Prepackaged Plan. The Debtors will give all holders
of claims and interests notice of such amendments or waivers as may be required
by applicable law and the Bankruptcy Court. If, after receiving sufficient
Acceptances but prior to confirmation of the Prepackaged Plan, the Debtors seek
to modify the Prepackaged Plan, the Debtors could only use such previously
solicited Acceptances if (i) all classes of adversely affected creditors and
interest holders accepted the modification in writing or (ii) the Bankruptcy
Court determines, after notice to designated parties, that such modification
was de minimis or purely technical or otherwise did not adversely change the
treatment of Holders of accepting Claims and Interests. The Debtors reserve the
right to use Acceptances of the Prepackaged Plan received in this solicitation
to seek confirmation of the Prepackaged Plan under any case commenced under
Chapter 11 of the Bankruptcy Code, whether such case is commenced by the filing
of a voluntary or involuntary petition, subject to approval of the Bankruptcy
Court.

WITHDRAWAL OF THE PREPACKAGED PLAN

     If a Chapter 11 petition is filed by or against the Debtors, the Debtors
reserve the right not to file the Prepackaged Plan, or, if they file the
Prepackaged Plan, to revoke and withdraw such Prepackaged Plan at any time
prior to confirmation. If the plan is revoked or withdrawn, the Prepackaged
Plan and the Ballots will be deemed to be null and void. In such event, nothing
contained in the Prepackaged Plan will be deemed to constitute a waiver or
release of any claims by or against the Debtors, or interests of or in the
Debtors, or any other person or to prejudice in any manner the rights of the
Debtors or any other person.

     If the requisite Acceptances are not received or if the Prepackaged Plan
is not confirmed, the Debtors may file Chapter 11 petitions and attempt to
formulate and propose a different plan or plans or reorganization. Such a plan
or plan(s) might involve either a reorganization and continuation of the
Debtors' businesses or an orderly liquidation of assets. However, the Debtors'
business could suffer from increased costs, erosion of customer confidence, and
liquidity difficulties if the Debtors remained debtors-in-possession during a
lengthy Chapter 11 process while trying to negotiate a plan of reorganization.
The Debtors therefore believe that the Prepackaged Plan enables Holders of
Claims and Interests to realize the greatest value under the circumstances and
that, compared to any later alternative plan of reorganization, the Prepackaged
Plan has the greatest chance to be confirmed and consummated.

ALTERNATIVES TO CONFIRMATION AND CONSUMMATION OF THE PREPACKAGED PLAN

     The Debtors believe that the Prepackaged Plan affords Holders of Claims
and Interests the potential for the greatest recovery and, therefore, is in the
best interests of such Holders. If, however, the requisite acceptances of the
Prepackaged Plan are not received, or the Prepackaged Plan is not confirmed and
consummated, the theoretical alternatives include: (a) formulation of an
alternative plan of reorganization or (b) liquidation of the Debtors under
Chapter 7 or 11 of the Bankruptcy Code.


                                      133
<PAGE>

Alternative Plan(s) of Reorganization

     As stated above, the Debtors may file voluntary petitions for
reorganization under Chapter 11 of the Bankruptcy Code and seek, as promptly as
practicable thereafter, confirmation of the Prepackaged Plan or any other
restructuring in their sole discretion. The Debtors believe that the length of
any bankruptcy proceedings commenced by the Debtors, including proceedings
seeking confirmation of the Prepackaged Plan, will be subject to considerable
uncertainty and that the completion of such proceedings could be delayed for
reasons beyond the control of the Debtors, including the need to solicit
additional acceptances of the Prepackaged Plan after commencement of a case.
Even if the Prepackaged Plan were uncontested, it is estimated that the
Prepackaged Plan would take approximately two months to confirm and could take
longer if post-petition solicitations are required. Furthermore, even if all
classes of Impaired creditors and equity holders accept the Prepackaged Plan,
the Prepackaged Plan may not be confirmed by the Bankruptcy Court. The
Bankruptcy Court, which sits as a court of equity, may exercise substantial
discretion. Section 1129 of the Bankruptcy Code sets forth the requirements for
confirmation and requires, among other things, that the confirmation of the
Prepackaged Plan not be followed by a need for further financial reorganization
and that the value of distributions to dissenting creditors and shareholders
not be less than the value of distributions such creditors and shareholders
would receive if the Debtors were liquidated under Chapter 7 of the Bankruptcy
Code. Although the Debtors believe that the Prepackaged Plan will meet such
tests, there can be no assurance that the Bankruptcy Court would reach the same
conclusion.

Liquidation Under Chapter 7 or Chapter 11

     If no plan is confirmed and the Debtors commence bankruptcy proceedings,
the Debtors may be forced to liquidate under Chapter 7 of the Bankruptcy Code
pursuant to which a trustee would be elected or appointed to liquidate the
Debtors' assets for distribution to creditors in accordance with the priorities
established by the Bankruptcy Code. It is impossible to predict precisely how
the proceeds of the liquidation would be distributed to the respective holders
of Claims against or Interests in the Debtors.

     As described above, however, the Debtors believe that in a liquidation
under Chapter 7, before creditors received any distribution, additional
administrative expenses involved in the appointment of a trustee or trustees
and attorneys, accountants and other professionals to assist such trustees
would cause a substantial diminution in the value of the Debtors' estates. The
assets available for distribution to creditors would be reduced by such
additional expenses and by Claims, some of which would be entitled to priority,
which would arise by reason of the liquidation and from the rejection of leases
and other executory contracts in connection with the cessation of operations
and the failure to realize the greater going concern, value of the Debtors'
assets.

     The Debtors also could be liquidated pursuant to the provisions of a
Chapter 11 plan of reorganization. In a liquidation under Chapter 11, the
Debtors' assets could be sold in an orderly fashion over a more extended period
of time than in a liquidation under Chapter 7. Thus, a Chapter 11 liquidation
might result in larger recoveries than in a Chapter 7 liquidation, but the
delay in distributions could result in lower present values received and higher
administrative costs. Because a trustee is not required in a Chapter 11 case,
expenses for professional fees could be lower than in a Chapter 7 case.
However, any distribution to the holders of Claims under a Chapter 11
liquidation plan probably would be delayed substantially.

     Although preferable to a Chapter 7 liquidation, the Debtors believe that
any alternative liquidation under Chapter 11 is a much less attractive
alternative to creditors than the Prepackaged Plan because of the greater
return the Debtors anticipate is provided by the Prepackaged Plan.


                                      134
<PAGE>

                 PROCEDURES FOR VOTING ON THE PREPACKAGED PLAN

     Before voting to accept or reject the Prepackaged Plan, each Noteholder
should carefully review the Prepackaged Plan attached as Appendix 1 and
described herein under "The Prepackaged Plan." All descriptions of the
Prepackaged Plan set forth in this Disclosure Statement are subject to the
terms and conditions of the Prepackaged Plan. Instructions for voting on the
Prepackaged Plan are set forth in the instructions contained in the enclosed
beneficial owner ballots (and, in the case of nominees, master ballots which
will be received at a later date).


VOTING DEADLINE

     The period during which beneficial owner ballots (the "Beneficial Owner
Ballots") and master ballots (the "Master Ballots") will be accepted will
terminate at 5:00 p.m., New York City time on October 10, 2003, unless and
until the Debtors, in their sole discretion, extend the date until which
Beneficial Owner Ballots and Master Ballots will be accepted, in which case the
voting Deadline will terminate at 5:00 p.m., New York City time on such
extended date (the "Voting Deadline"). Except to the extent the Debtors so
determine or as permitted by the Bankruptcy Court, Beneficial Owner Ballots or
Master Ballots that are received after the Voting Deadline will not be counted
or otherwise used by the Debtors in connection with the Debtors' request for
confirmation of the Prepackaged Plan (or any permitted modification thereof).

     The Debtors reserve the absolute right, at any time or from time to time,
to extend, by oral or written notice to the Voting Agent, the period of time
(on a daily basis, if necessary) during which Beneficial Owner Ballots and
Master Ballots will be accepted for any reason including, but not limited to,
determining whether or not requisite acceptances of the Prepackaged Plan have
been received, by making a public announcement of such extension no later than
9:00 a.m. (New York City time) on the first business day next succeeding the
previously announced Voting Deadline. Without limiting the manner in which the
Debtors may choose to make any public announcement, the Debtors will not have
any obligation to publish, advertise, or otherwise communicate any such public
announcement, other than by issuing a news release through the Business Wire.
There can be no assurance that the Debtors will exercise their right to extend
the Voting Deadline. In the event that the Debtors commence a Chapter 11 case
prior to the Voting Deadline, the Debtors may use acceptances received prior to
the Voting Deadline to obtain consummation of the Prepackaged Plan.

VOTING PROCEDURES

     The Debtors are providing copies of this Disclosure Statement (including
all exhibits and appendices) and related materials and, where appropriate,
Beneficial Owner Ballots and Master Ballots (in either case, a "Solicitation
Package"), to registered Noteholders. Registered Noteholders may include
brokerage firms, commercial banks, trust companies, or other nominees. If such
entities do not hold Existing Notes for their own account, they must provide
copies of the Solicitation Package (including the Beneficial Owner Ballots) to
their customers and to beneficial owners of Existing Notes. Any beneficial
owner of Existing Notes who has not received a Beneficial Owner Ballot should
contact his, her or its nominee, or the Voting Agent.

     Noteholders should provide all of the information requested by the
Ballots. Noteholders should complete and return all Ballots received in the
enclosed, self-addressed, postage paid envelope provided with each such Ballot.

     The Voting Record Date for determining which Noteholders are entitled to
vote on the Prepackaged Plan is August 29, 2003. The Existing Notes Trustee
will not vote on behalf of the Noteholders. Noteholders must submit their own
Ballots.

Beneficial Owners

     A beneficial owner holding Notes as record holder in its own name should
vote on the Prepackaged Plan by completing and signing a Beneficial Owner
Ballot and returning it directly to the Voting Agent on or before the Voting
Deadline using the enclosed self-addressed, postage paid envelope.


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     A beneficial owner holding Notes in "street name" through a nominee may
vote on the Prepackaged Plan by one of the following two methods (as selected
by such beneficial owner's nominee):

          (i)  Complete and sign the enclosed Beneficial Owner Ballot. Return
               the Ballot to your nominee as promptly as possible and in
               sufficient time to allow such nominee to process the Ballot and
               return it to the Voting Agent by the Voting Deadline. If no
               self-addressed, postage paid envelope was enclosed for this
               purpose, contact the Voting Agent for instructions; or

          (ii) Complete and sign the pre-validated Beneficial Owner Ballot (as
               described below) provided to you by your nominee. Return the
               pre-validated Ballot to the Voting Agent by the Voting Deadline
               using the return envelope provided in the Solicitation Package.

     Any Beneficial Owner Ballot returned to a nominee by a beneficial owner
will not be counted for purposes of acceptance or rejection of the Prepackaged
Plan until such nominee properly completes and delivers to the Voting Agent
that Ballot or a Master Ballot that reflects the vote of such beneficial owner.

     If any beneficial owner owns Existing Notes through more than one nominee,
such beneficial owner may receive multiple mailings containing the Beneficial
Owner Ballots. The beneficial owner should execute a separate Beneficial Owner
Ballot for each block of Existing Notes that it holds through any particular
nominee and return each Ballot to the respective nominee in the return envelope
provided therewith. Beneficial owners who execute multiple Beneficial Owner
Ballots with respect to Existing Notes held through more than one nominee must
indicate on each Beneficial Owner Ballot the names of ALL such other nominees
and the additional amounts of such Existing Notes so held and voted. If a
beneficial owner holds a portion of the Existing Notes through a nominee and
another portion as a record holder, the beneficial owner should follow the
procedures described in subparagraph (1)(a) above to vote the portion held of
record and the procedures described in subparagraph (1)(b) above to vote the
portion held through a nominee or nominees.

Nominees

     A nominee that on the Voting Record Date is the registered holder of
Existing Notes for one or more beneficial owners can obtain the votes of the
beneficial owners of such Existing Notes, consistent with customary practices
for obtaining the votes of securities held in "street name," in one of the
following two ways:

    (a) Pre-validated Ballots

     The nominee may "prevalidate" a Beneficial Owner Ballot by (i) signing the
Ballot; (ii) indicating on the Ballot the name of the registered holder, the
amount of Existing Notes held by the nominee for the beneficial owner, and the
account numbers for the accounts in which such Existing Notes are held by the
nominee; and (iii) forwarding such Beneficial Owner Ballot, together with the
Disclosure Statement, a pre-addressed, postage-paid return envelope addressed
to, and provided by, the Voting Agent, and other materials requested to be
forwarded, to the beneficial owner for voting. The beneficial owner must then
complete the information requested on the Beneficial Owner Ballot, review the
certifications contained on the Ballot, and return the Ballot directly to the
Voting Agent in the pre-addressed, postage-paid return envelope so that it is
RECEIVED by the Voting Agent before the Voting Deadline. A list of the
beneficial owners to whom "pre-validated" Ballots were delivered should be
maintained by nominees for inspection for at least one year from the Voting
Deadline; or

    (b) Master Ballots

     If the nominee elects not to prevalidate Ballots, the nominee may obtain
the votes of beneficial owners by forwarding to the beneficial owners the
unsigned Beneficial Owner Ballots, together with the Disclosure Statement, a
pre-addressed, postage-paid return envelope provided by, and addressed to, the
nominee, and other materials requested to be forwarded. Each such beneficial
owner must then indicate his, her or its vote on the Beneficial Owner Ballot,
complete the information requested on the


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Ballot, review the certifications contained on the Ballot, execute the Ballot,
and return the Ballot to the nominee. After collecting the Beneficial Owner
Ballots, the nominee should, in turn, complete a Master Ballot compiling the
votes and other information from the Beneficial Owner Ballots, execute the
Master Ballot, and deliver the Master Ballot to the Voting Agent so that it is
RECEIVED by the Voting Agent before the Voting Deadline. All Beneficial Owner
Ballots returned by beneficial owners should either be forwarded to the Voting
Agent (along with the Master Ballot) or retained by nominees for inspection for
at least one year from the Voting Deadline. EACH NOMINEE SHOULD ADVISE ITS
BENEFICIAL OWNERS TO RETURN THEIR BALLOTS TO THE NOMINEE BY A DATE CALCULATED
BY THE NOMINEE TO ALLOW IT TO PREPARE AND RETURN THE MASTER BALLOT TO THE
VOTING AGENT SO THAT IT IS RECEIVED BY THE VOTING AGENT BEFORE THE VOTING
DEADLINE.

Securities Clearing Agencies

     The Debtors expect that DTC, as a nominee holder of Existing Notes, will
arrange for its participants to vote by executing an omnibus proxy in favor of
such participants. As a result of the omnibus proxy, such participants will be
authorized to vote their Voting Record Date positions held in the name of such
securities clearing agencies.

Miscellaneous

     In the case of a vote on the Prepackaged Plan, all Ballots must be signed
by the Noteholder of record or any person who has obtained a properly completed
Ballot proxy from the record Noteholder on such date. For purposes of voting to
accept or reject the Prepackaged Plan, the beneficial owners of Existing Notes
will be deemed to be the "holders" of the Claims represented by such Existing
Notes. Unless otherwise ordered by the Bankruptcy Court, Beneficial Owner
Ballots or Master Ballots that are signed, dated and timely received, but on
which a vote to accept or reject the Prepackaged Plan has not been indicated,
will not be counted. The Debtors, in their sole discretion, may request that
the Voting Agent attempt to contact such voters to cure any such defects in the
Beneficial Owner Ballots or Master Ballots.

     Under the Bankruptcy Code, for purposes of determining whether the
requisite acceptances have been received from Noteholders, only Noteholders who
actually vote will be counted. The failure of a Noteholder to deliver a duly
executed Ballot will be deemed to constitute an abstention by such Noteholder
with respect to voting on the Prepackaged Plan and such abstentions will not be
counted as votes for or against the Prepackaged Plan.

     Except as provided below, unless the Beneficial Owner Ballot or Master
Ballot is timely submitted to the Voting Agent before the Voting Deadline
together with any other documents required by such Beneficial Owner Ballot or
Master Ballot, the Debtors may, in their sole discretion, reject such
Beneficial Owner Ballot or Master Ballot as invalid, and therefore decline to
utilize it in connection with seeking confirmation of the Prepackaged Plan.

Fiduciaries And Other Representatives

     If a Beneficial Owner Ballot is signed by a trustee, executor,
administrator, guardian, attorney-in-fact, officer of a corporation, or another
acting in a fiduciary or representative capacity, such person should indicate
such capacity when signing and, unless otherwise determined by the Debtors,
must submit proper evidence satisfactory to the Debtors of authority to so act.
Authorized signatories should submit the separate Beneficial Owner Ballot of
each beneficial owner for whom they are voting.

     UNLESS THE BENEFICIAL OWNER BALLOT BEING FURNISHED IS TIMELY SUBMITTED TO
THE VOTING AGENT ON A MASTER BALLOT OR PREVALIDATED BALLOT ON OR PRIOR TO THE
VOTING DEADLINE, SUCH BALLOT WILL BE REJECTED AS INVALID AND WILL NOT BE
COUNTED AS AN ACCEPTANCE OR REJECTION OF THE PREPACKAGED PLAN; PROVIDED,
HOWEVER, THAT THE DEBTORS RESERVES THE RIGHT, IN THEIR SOLE DISCRETION, TO
REQUEST OF THE BANKRUPTCY COURT THAT ANY SUCH BALLOT BE COUNTED.


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PARTIES IN INTEREST ENTITLED TO VOTE

     Under the Bankruptcy Code, only holders of claims or interests in
"impaired" classes are entitled to vote on a plan. Under section 1124 of the
Bankruptcy Code, a class of claims or interests is deemed to be "impaired"
under a plan unless (i) the plan leaves unaltered the legal, equitable, and
contractual rights to which such claim or interest entitles the holder thereof
or (ii) notwithstanding any legal right to an accelerated payment of such claim
or interest, the plan cures all existing defaults (other than defaults
resulting from the occurrence of events of bankruptcy) and reinstates the
maturity of such claim or interest as it existed before the default.

     If, however, the holder of an impaired claim or interest will not receive
or retain any distribution under the plan on account of such claim or interest,
the Bankruptcy Code deems such holder to have rejected the plan, and,
accordingly, holders of such claims and interests do not actually vote on the
plan. If a claim or interest is not impaired by the plan, the Bankruptcy Code
deems the holder of such claim or interest to have accepted the plan and,
accordingly, holders of such claims and interests are not entitled to vote on
the plan.

     Also, a holder of a claim or interest may vote to accept or to reject a
plan only if the claim or interest is "allowed," which means generally that no
party in interest has objected to such claim or interest. In the event of a
dispute with respect to any Existing Note claim, any vote to accept or reject
the Prepackaged Plan cast with respect to such claim will not be counted for
purposes of determining whether the Prepackaged Plan has been accepted or
rejected unless the Bankruptcy Court orders otherwise.

     A vote may be disregarded if the Bankruptcy Court determines, pursuant to
section 1126(e) of the Bankruptcy Code, that it was not solicited or procured
in good faith or in accordance with the provisions of the Bankruptcy Code.

     The Bankruptcy Code defines "acceptance" of a plan by a class of claims as
acceptance by creditors in that class that hold at least two-thirds in dollar
amount and more than one-half in number of the claims that cast ballots for
acceptance or rejection of the plan. Acceptance of a plan by a class of
interests requires acceptance by at least two-thirds of the amount of interests
of such class that cast ballots for acceptance or rejection of the plan.

AGREEMENTS UPON FURNISHING BALLOTS

     The delivery of an accepting Beneficial Owner Ballot or Master Ballot
pursuant to one of the procedures set forth above will constitute the agreement
of the Noteholder with respect to such Ballot to accept (i) all of the terms
of, and conditions to, this acceptance solicitation; and (ii) the terms of the
Prepackaged Plan; provided, however, all parties in interest retain their right
to object to confirmation of the Prepackaged Plan pursuant to section 1128 of
the Bankruptcy Code.

CHANGE OF VOTE

     Any party who has previously submitted to the Voting Agent prior to the
Voting Deadline a properly completed Beneficial Owner Ballot or Master Ballot
may revoke such Ballot and change its vote by submitting to the Voting Agent
prior to the Voting Deadline a subsequent properly completed Beneficial Owner
Ballot or Master Ballot for acceptance or rejection of the Prepackaged Plan.

     A withdrawal of Existing Notes tendered for exchange shall not have any
effect on a vote for acceptance of the Prepackaged Plan with respect to such
Existing Notes. A change of vote for acceptance of the Prepackaged Plan shall
not have any effect on the tender, or consent, of or with respect to the
Existing Notes as to which a vote on the Prepackaged Plan is changed.

WAIVERS OF DEFECTS, IRREGULARITIES, ETC.

     Unless otherwise directed by the Bankruptcy Court, all questions as to the
validity, form, eligibility (including time of receipt), acceptance, and
revocation or withdrawals of Ballots will be determined by the Voting Agent and
the Debtors in their sole discretion, which determination will be


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<PAGE>

final and binding. The Debtors reserve the right to reject any and all Ballots
not in proper form, the acceptance of which would, in the opinion of the
Debtors or their counsel, be unlawful. The Debtors further reserve the right to
waive any defects or irregularities or conditions of delivery as to any
particular Ballot. The interpretation (including the Ballot and the respective
instructions thereto) by the Debtors, unless otherwise directed by the
Bankruptcy Court, will be final and binding on all parties. Unless waived, any
defects or irregularities in connection with deliveries of Ballots must be
cured within such time as the Debtors (or the Bankruptcy Court) determines.
Neither the Debtors nor any other person will be under any duty to provide
notification of defects or irregularities with respect to deliveries of Ballots
nor will any of them incur any liabilities for failure to provide such
notification. Unless otherwise directed by the Bankruptcy Court, delivery of
such Ballots will not be deemed to have been made until such irregularities
have been cured or waived. Ballots previously furnished (and as to which any
irregularities have not theretofore been cured or waived) will be invalidated.

FURTHER INFORMATION; ADDITIONAL COPIES

     If you have any questions or require further information about the voting
procedures for voting your Existing Notes or about the packet of material you
received, or if you wish to obtain an additional copy of the Prepackaged Plan,
this Disclosure Statement, or any exhibits to such documents, please contact
the Voting Agent.

VOTING AGENT

     Wells Fargo has been appointed as Voting Agent for the acceptance
solicitation. Questions and requests for assistance with respect to Ballots may
be directed to the Voting Agent at one of its addresses and telephone numbers
set forth on the back cover of this Disclosure Statement.

MISCELLANEOUS

     The Debtors are not aware of any jurisdiction in which the solicitation is
not in compliance with applicable law. If the Debtors become aware of any
jurisdiction in which the solicitation would not be in compliance with
applicable law, the Debtors will make a good faith effort to comply with any
such law. If, after such good faith effort, the Debtors cannot comply with any
such law, the solicitation will not be made to the Noteholder residing in such
jurisdiction.


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<PAGE>

            CERTAIN UNITED STATES FEDERAL INCOME TAX CONSIDERATIONS

     A summary description of certain United States federal income tax
consequences of the Restructuring Transactions to the Company and the holders
is provided below. This description is for informational purposes only and, due
to a lack of definitive judicial or administrative authority or interpretation,
substantial uncertainties exist with respect to various tax consequences, as
discussed herein. No opinion of counsel has been sought or obtained with
respect to any tax consequences of the Restructuring Transactions. No rulings
or determinations of the Internal Revenue Service (the "IRS") or any other tax
authorities have been sought or obtained with respect to the tax consequences
of the Restructuring Transactions, and the discussion below is not binding upon
the IRS or such other authorities. The Company is not making any
representations regarding the particular tax consequences of the Restructuring
Transactions as to any holder, and is not rendering any form of legal opinion
as to such tax consequences. No assurance can be given that the IRS would not
assert, or that a court would not sustain, a different position from any
discussed herein.

     The discussion of United States federal income tax consequences below is
based on the Internal Revenue Code of 1986, as amended (the "Code"), Treasury
Regulations, judicial authorities, published positions of the IRS and other
applicable authorities, all as in effect on the date of this document and all
of which are subject to change or differing interpretations (possibly with
retroactive effect).

     The following discussion does not address foreign, state or local tax
consequences of the Restructuring Transactions, nor does it purport to address
the United States federal income tax consequences of the Restructuring
Transactions to other special classes of taxpayers (e.g., banks and certain
other financial institutions, insurance companies, tax-exempt organizations,
holders that are, or hold Existing Notes through, pass-through entities,
persons whose functional currency is not the United States dollar, dealers in
securities or foreign currency, and persons holding Existing Notes that are a
hedge against, or that are hedged against, currency risk or that are part of a
straddle, constructive sale or conversion transaction). Moreover, the following
discussion does not address United States federal taxes other than income
taxes. The following discussion assumes that holders hold their Existing Notes
as capital assets for United States federal income tax purposes.

     A "U.S. Holder" means a holder that is (i) a citizen or individual
resident of the United States, (ii) a corporation or partnership created or
organized in or under the laws of the United States or any political
subdivision thereof, (iii) an estate whose income is includible in gross income
for United States federal income tax purposes regardless of source, or (iv) a
trust if (1) a court within the United States is able to exercise primary
supervision over the administration of the trust and one or more United States
persons have the authority to control all substantial decisions of the trust,
or (2) the trust was in existence on August 20, 1996 and properly elected to
continue to be treated as a United States person. As used herein, the term
"Non-U.S. Holder" is any holder that is not a U.S. Holder.

     HOLDERS ARE STRONGLY URGED TO CONSULT WITH THEIR TAX ADVISORS AS TO THE
UNITED STATES FEDERAL INCOME TAX CONSEQUENCES OF THE RESTRUCTURING
TRANSACTIONS, AS WELL AS THE EFFECTS OF STATE, LOCAL, OTHER FEDERAL AND
NON-UNITED STATES TAX LAWS.

CONSEQUENCES TO THE COMPANY

   CANCELLATION OF INDEBTEDNESS INCOME

     The exchange of Existing Notes for the Exchange Consideration pursuant to
the Out-of-Court Alternative or the In-Court Alternative will result in the
cancellation of a portion of Alamosa Delaware's outstanding indebtedness. Under
the Out-of-Court Alternative, Alamosa Delaware will realize cancellation of
debt ("COD") income in an amount equal to the excess, if any, of the adjusted
issue price of the Existing Notes (generally including any accrued but unpaid
interest) over the sum of the issue price of the New Notes (as determined
below) and the fair market value of the Preferred Stock and CVRs received in
exchange therefor. COD income realized by a corporation may, however, generally
be offset by net operating losses and net operating loss carryovers ("NOLs").
The Company believes that it will have sufficient consolidated NOLs to offset
all of the anticipated COD income for United States federal income tax purposes
(although there may be some liability for federal


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alternative minimum tax and state income tax). There can be no assurance,
however, that this will be the case or that the IRS will not and cannot
successfully challenge the Company's determination of the amount of its NOLs.
If it were determined that the Company's consolidated NOLs were significantly
less than the amount estimated, the Company could have a greater income tax
liability as a result of the Out-of-Court Alternative.

     Under the In-Court Alternative, Alamosa Delaware will be a debtor in a
bankruptcy case when it realizes the COD income, and will therefore not be
required to include such COD income in its gross income. Accordingly, we will
not be liable for any federal alternative minimum tax or state income tax as a
result of the realized COD income. Instead, under recently promulgated
Temporary Treasury Regulations Alamosa Delaware generally will be required to
reduce its NOLs and certain of its other tax attributes by the amount of
excluded COD income and, to the extent the excluded COD income exceeds such tax
attributes, the Company generally will be required to reduce its consolidated
tax attributes. Based on the Company's current projections, it does not expect
that such attribute reduction would have a material adverse effect on the
Company's future tax liability. Since the Company cannot guarantee future
results, however, there can be no assurance that this will be the case.

   NET OPERATING LOSSES

     Following the Restructuring Transactions, any consolidated NOLs (and
carryforwards thereof) and certain other tax attributes of the Company
allocable to periods prior to the consummation thereof may be subject to the
limitations imposed by Section 382 of the Code as described below.

     Under Section 382, if a corporation undergoes an "ownership change," the
amount of its pre-change losses that may be utilized to offset future taxable
income is, in general, subject to an annual limitation (the "Annual Section 382
Limitation"). Such limitation also may apply to certain losses or deductions
which are "built-in" (i.e., economically accrued but unrecognized) as of the
date of the ownership change and that are subsequently recognized. An
"ownership change" occurs if immediately after the close of a "testing date,"
the percentage of a corporation's stock owned by 5% shareholders (measured
separately for each 5% shareholder and then aggregated) has increased by more
than 50 percentage points over the lowest percentage of stock of the
corporation owned by each such 5% shareholder at any time during the "testing
period" (i.e., generally, the three-year period ending on the testing date). As
a general rule, the Annual Section 382 Limitation equals the product of the
value of the stock of the corporation (with certain adjustments) immediately
before the ownership change and the applicable "long-term tax-exempt rate." In
the case of a consolidated group, such group will have an ownership change if
the common parent of the consolidated group has an ownership change in
accordance with Section 382. In addition, in the case of a consolidated group,
the Annual Section 382 Limitation generally is based upon the value of the
parent corporation. Subject to certain limitations, any unused portion of the
Annual Section 382 Limitation may be available in subsequent years. A
corporation must meet certain continuity of business enterprise requirements
for at least two years following an ownership change in order to preserve the
Annual Section 382 Limitation.

     The Company believes that its consolidated NOLs are not currently subject
to an Annual Section 382 Limitation. However, the determination of whether and
when an ownership change occurs is inherently factual and depends in part on
the values of the Company's outstanding stock on each testing date. If it were
ultimately determined that the Company has experienced an ownership change
prior to the date hereof (or that an ownership change occurs subsequent to the
date hereof and prior to the consummation of the Out-of-Court Alternative), the
Company's ability to utilize consolidated NOLs to offset the COD income
recognized in the Out-of-Court Alternative could be materially adversely
affected.

     The Company believes that it is likely to undergo an ownership change as a
result of the issuance of the Preferred Stock as part of either the
Out-of-Court Alternative or the In-Court Alternative, as the case may be. If an
ownership change occurs, the Company's ability to utilize any consolidated NOLs
that remain after the Out-of-Court Alternative will be, and its ability to
utilize certain subsequently recognized built-in losses and deductions (if any)
may be, subject to the Annual Section


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382 Limitation, as described above. If an ownership change occurs while a
corporation is the subject of a bankruptcy, a special bankruptcy exception (the
"Bankruptcy Exception") may apply which renders the Annual Section 382
Limitation inapplicable. The Bankruptcy Exception may apply to the Company if
shareholders and certain creditors of the Company (determined immediately
before the ownership change) own in the aggregate (after such ownership change
and as a result of being shareholders or creditors immediately before such
change) stock of the Parent representing 50% or more of both the value and
voting power of the total outstanding stock of the Parent after the In-Court
Alternative is consummated. Although the consolidated NOLs of the Company
arising prior to the Effective Date of the Prepackaged Plan and the Company's
built-in losses and deductions (if any) recognized after the Effective Date of
the Prepackaged Plan would not be subject to the Annual Section 382 Limitation
if the Bankruptcy Exception applies to the Company, the Company's pre-change
consolidated NOLs, nevertheless, could be reduced by any interest deductions
taken by Alamosa Delaware with respect to the portion of the Existing Notes
exchanged for Preferred Stock during the taxable year in which the consummation
of the Prepackaged Plan occurs and in the three preceding taxable years. If a
second ownership change occurs during the two-year period immediately following
the consummation of the Prepackaged Plan, the Bankruptcy Exception would
effectively eliminate the Company's ability to use any consolidated NOLs
incurred prior to such second ownership change to offset income earned in any
period following the second ownership change.

     Section 382 provides that a corporation under the jurisdiction of a
bankruptcy court may elect out of the Bankruptcy Exception even if the
corporation meets all of the requirements thereof. Although the Company
believes that the In-Court Alternative should qualify for the Bankruptcy
Exception, it has not yet determined whether it would be advantageous to elect
out of the Bankruptcy Exception. The Company will continue to evaluate the
merits of making such election, and may do so at its discretion.

     If the Company does not qualify for the Bankruptcy Exception or elects out
of the Bankruptcy Exception, a special rule under Section 382 applicable to
corporations under the jurisdiction of a bankruptcy court that are not subject
to the Bankruptcy Exception will apply in calculating the Company's Annual
Section 382 Limitation in connection with the In-Court Alternative. Under this
special rule, the Annual Section 382 Limitation generally will be calculated by
reference to the lesser of the value of the Parent's stock (with certain
adjustments) immediately after the ownership change, (as opposed to immediately
before the ownership change, as discussed above) or the value of the Parent's
assets (determined without regard to liabilities) immediately before the
ownership change. Although such calculation may increase the Annual Section 382
Limitation, the Company's use of any consolidated NOLs and built-in losses and
deductions (if any) remaining after the In-Court Alternative would still be
limited after the ownership change.

     Based on the Company's current projections, it does not expect that this
Annual Section 382 Limitation will have a material adverse effect on the
Company's future tax liability. Since the Company cannot guarantee future
results, however, the Company cannot assure that this will be the case.
Moreover, there can be no assurances that the IRS will not and cannot
successfully challenge the Company's determination of its Annual Section 382
Limitation.

     The application of the Bankruptcy Exception and the special rule under
Section 382 applicable to corporations under the jurisdiction of a bankruptcy
court to members of an affiliated group of corporations that file consolidated
returns for U.S. federal income tax purposes is not clear and there can be no
assurances that the IRS will agree with the positions discussed above.

   FEDERAL ALTERNATIVE MINIMUM TAX

     For purposes of computing a corporation's regular tax liability, all of
the taxable income recognized in a taxable year generally may be offset by the
carryover of NOLs (to the extent permitted under, among other provisions,
Section 382). Even though all of a corporation's regular tax liability for a
given year may be reduced to zero by virtue of its NOLs, the corporation in any
given year may by subject to the alternative minimum tax ("AMT"). The AMT
imposes a tax equal to the amount by which 20% of a corporation's alternative
minimum taxable income ("AMTI") exceeds the corporation's regular tax
liability. AMTI is calculated pursuant to specific rules which eliminate or


                                      142
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limit the availability of certain tax deductions and other beneficial
allowances and which include as income certain amounts not generally included
in computing regular tax liability, but, significantly, AMTI does not include
COD income excluded in cases where a debtor corporation is in bankruptcy.

     Notwithstanding that the Company expects to have sufficient consolidated
NOLs for regular corporate tax purposes to offset any COD income generated in
the Out-of-Court Alternative, it expects to be subject to the AMT for the
reasons discussed above. Since COD income will be excluded from the Company's
taxable income in the case of the In-Court Alternative, the Company does not
expect to be subject to the AMT as a result of the consummation of the
Prepackaged Plan.

     Certain legislative proposals currently being considered by Congress would
eliminate the AMT for corporations. As of the date hereof, it is unclear
whether any such proposal will be enacted and, if enacted, have an effective
date that applies to the Out-of-Court Alternative.


   AHYDO

     Deductions for interest payments on debt subject to the "applicable high
yield debt obligation" ("AHYDO") rules generally are either deferred or
disallowed if such debt has "significant original issue discount" pursuant to
such rules. A debt instrument will be subject to the AHYDO rules if (i) its
maturity exceeds five years from the date of its issuance, (ii) its yield to
maturity equals or exceeds the sum of the "applicable federal rate" ("AFR") in
effect under Section 1274(d) of the Code plus five percentage points and (iii)
such debt instrument has "significant original issue discount." A debt
instrument has significant original issue discount if the aggregate amount of
interest accrued by holders of such debt instrument before the close of any
accrual period ending after the date five years after such debt instrument's
issuance exceeds the sum of (i) the aggregate amount of interest to be paid
under such debt instrument before the close of such accrual period and (ii) the
product of the issue price of such debt instrument and its yield to maturity.

     The Company expects that the New Senior Discount Notes will have
"significant original issue discount." Accordingly, Alamosa Delaware will be
precluded from deducting any accrued interest or original issue discount with
respect to the New Senior Discount Notes until such amounts are paid in cash,
and to the extent that the yield of such notes exceeds the AFR plus six
percentage points, such excess will be permanently disallowed (the "Disallowed
Interest"). Notwithstanding the foregoing, the Company does not believe that
the application of the AHYDO rules will have a material adverse effect on its
tax liability.


CONSEQUENCES TO HOLDERS

     The United States federal income tax consequences of the Out-of-Court
Alternative and the In-Court Alternative to U.S. Holders (including the
character and amount of income, gain or loss recognized) will depend upon,
among other things, (1) the manner in which a Holder acquired an Existing Note;
(2) the length of time the Existing Note has been held; (3) whether the
Existing Note was acquired at a discount; (4) whether the Holder has taken a
bad debt deduction with respect to the Existing Note (or any portion thereof)
in the current or prior years; (5) whether the Holder has previously included
in income any accrued but unpaid interest with respect to the Existing Note;
(6) the Holder's method of tax accounting; and (7) whether the Existing Note
and New Notes constitute "securities" for United States federal income tax
purposes. Therefore, U.S. Holders should consult their tax advisors with regard
to their particular situations and circumstances and the tax consequences to
them of the Out-of-Court Alternative and the In-Court Alternative.


   CONSEQUENCES OF EXCHANGE OFFERS TO EXCHANGING U.S. HOLDERS

     Recapitalization. The receipt of the Exchange Consideration in exchange
for Existing Notes pursuant to the Out-of-Court Alternative or the In-Court
Alternative should be treated as a "recapitalization" that qualifies, subject
to the discussion below, as a tax-free "reorganization" within the meaning of
Section 368(a)(1)(E) of the Code, if both the Existing Notes surrendered and
the New Notes received are treated as "securities" for United States federal
income tax purposes. The determination of whether a debt instrument constitutes
a security depends upon an evaluation of the


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term and nature of the debt instrument. Generally, corporate debt instruments
with maturities when issued of less than five years are not considered
securities, while corporate debt instruments with maturities when issued of ten
years or more are considered securities. It is not clear whether the New Senior
Discount Notes or the New Senior Notes, with maturities of approximately six
and seven years, respectively, are securities for United States federal income
tax purposes. Although not free from doubt, the Company intends to take the
position that the Existing Notes and the New Notes should be treated as
securities for United States federal income tax purposes and that the Exchange
Offers should be treated as recapitalizations. There can be no assurance,
however, that the IRS will not and cannot successfully challenge such position.

     If the Out-of-Court Alternative or the In-Court Alternative is treated as
a recapitalization qualifying, subject to the discussion below, as a tax-free
reorganization for United States federal income purposes, a U.S. Holder
generally will not recognize a loss as a result of the transaction. A U.S.
Holder whose adjusted tax basis in the Existing Notes is less than the fair
market value of the Exchange Consideration (using the issue price of the New
Notes received in the exchange as their fair market value) will recognize such
gain, but only to the extent of the fair market value of the Preferred Stock
and CVRs received in the exchange. Due to the contingent nature of the CVRs,
the determination of the amount of the fair market value of the Exchange
Consideration received by a U.S. Holder and therefore the amount of gain, if
any, to be recognized is not clear. Under applicable Treasury Regulations, U.S.
Holders are generally required to value the Exchange Consideration (including
the CVRs) based on all available facts and circumstances at the time of the
exchange.

     Subject to the discussion of "market discount" below, any gain recognized
by a U.S. Holder as a result of the Exchange Offers will be capital gain and
will be long-term capital gain if the U.S. Holder's holding period for the
Existing Notes surrendered exceeds one year at the time of the exchange. A U.S.
Holder's adjusted tax basis in the New Notes will equal the U.S. Holder's
adjusted tax basis in the Existing Notes surrendered, increased by any gain
recognized, and decreased by the amount of the fair market value of the
Preferred Stock and CVRs received in the exchange. A U.S. Holder's adjusted tax
basis in the Preferred Stock and CVRs received will equal their respective fair
market values as of the date of the exchange. A U.S. Holder's holding period in
the New Notes will include the U.S. Holder's holding period in the Existing
Notes surrendered, and a U.S. Holder's holding period in the Preferred Stock
and CVRs will begin on the date following the exchange.

     Taxable Exchange. If the receipt of the Exchange Consideration in exchange
for an Existing Note is not treated as a recapitalization qualifying as a
tax-free reorganization, a U.S. Holder generally will recognize gain or loss in
an amount equal to the difference between (i) the sum of the issue price of the
New Note (determined as discussed below) and the fair market value of the
Preferred Stock and CVRs received in the exchange, and (ii) the U.S. Holder's
adjusted tax basis in the Existing Note surrendered. Subject to the discussion
of "market discount" below, any such gain or loss generally will be capital
gain or loss and will be long term capital gain or loss if the U.S. Holder's
holding period for Existing Notes surrendered exceeds one year at the time of
the exchange. The deductibility of capital losses is subject to limitations.
The U.S. Holder's aggregate tax basis in the New Notes received will equal
their aggregate issue price, and the U.S. Holder's aggregate tax basis in the
Preferred Stock and CVRs received will equal their respective fair market
values on the date of receipt. The U.S. Holder's holding period for the New
Notes, the Preferred Stock and CVRs received will begin on the day following
the exchange.

     Consent Solicitation. It is possible that the IRS may take the position
that some portion of the total consideration paid in the Exchange Offers or
Prepackaged Plan should not be treated as part of the exchange, but should
instead be treated as a separate payment in the nature of compensation for the
U.S. Holders' consent to the Restructuring Transactions. To the extent that any
portion of the consideration is so treated, that portion will not be taken into
account in determining the consequences to U.S. Holders of the exchange, as
described above, but instead will be taxable to such U.S. Holders as ordinary
income.

     Accrued Interest. The amount of cash paid on the Senior Notes for accrued
and unpaid interest shall be taxed to U.S. Holders as ordinary income. In
addition, to the extent any amount of the New


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Notes, Preferred Stock or CVRs received in exchange for the Senior Discount
Notes is attributable to accrued but unpaid interest, such amount will be
taxable to U.S. Holders as ordinary interest income (if not previously included
in the holder's gross income). The Company has not determined the amount of the
Exchange Consideration that it will treat as attributable to accrued but unpaid
interest on the Senior Discount Notes. Holders who have not previously included
accrued and unpaid interest on the Senior Discount Notes in their gross income
are urged to consult their tax advisors regarding the tax consequences to them
if some portion of the Exchange Consideration is attributed to such accrued and
unpaid interest.

  OWNERSHIP OF NEW NOTES

     Interest on New Notes. A U.S. Holder will be required to include stated
interest on the New Notes in income in accordance with the holder's regular
method of accounting. In addition, subject to a de minimis exception, a U.S.
Holder will be required to include any original issue discount, within the
meaning of the Code, in income over the period that such U.S. Holder holds New
Notes, in accordance with a constant yield-to-maturity method, whether or not
the U.S. Holder is a cash or accrual method taxpayer, and regardless of when
the U.S. Holder receives payments of interest on the New Notes. Accordingly, a
U.S. Holder could be treated as receiving original issue discount income
without a corresponding receipt of cash. A debt instrument generally has
original issue discount if its stated redemption price at maturity exceeds its
issue price, as defined below, by more than a de minimis amount. Any such
original issue discount that a U.S. Holder includes in income will increase the
U.S. Holder's adjusted tax basis in its New Notes. The New Senior Discount
Notes will be issued with original issue discount and the New Senior Notes may
be issued with original issue discount. In compliance with applicable Treasury
Regulations the Company will furnish annually to the IRS and holders of the New
Notes information with respect to any original issue discount accruing while
the New Notes are held.

     Issue Price. The issue price of the New Notes will depend upon whether
either the Existing Notes or the New Notes are "publicly traded" within the
meaning of the Treasury Regulations. The Company believes that the Existing
Notes should be treated as "publicly traded" for purposes of determining the
issue price of the New Notes. The New Notes will not be listed for trading on
any national securities exchange or authorized to be quoted in any inter-dealer
quotation system of any national securities association, and the Company does
not intend to apply for either listing or quotation. Nevertheless, a market for
the New Notes could be established. Accordingly, it is not clear whether the
New Notes will be considered to be "publicly traded" for purposes of
determining their issue price. If the New Notes are "publicly traded," the
issue price of the New Notes will equal their fair market value on the date of
the exchange. If the Existing Notes are "publicly traded," but the New Notes
are not, the fair market value of the Existing Notes on the date of the
exchange will be allocated among the New Notes, Preferred Stock and CVRs based
on their relative fair market values, and the issue price of the New Notes will
equal the portion of such fair market value allocated to the New Notes. If
neither the Existing Notes nor the New Notes were considered to be "publicly
traded," the issue price of the New Notes will equal their stated principal
amount (i.e., their face amount).

     Market Discount. A U.S. Holder who acquired an Existing Note after its
original issuance at a market discount (generally defined in the case of a debt
obligation with original issue discount as the amount, if any, by which a U.S.
Holder's basis in a debt obligation immediately after its acquisition is
exceeded by the adjusted issue price of the debt obligation at such time,
subject to a de minimis exception) will be required to treat any gain
recognized pursuant to the exchange as ordinary income to the extent of the
market discount accrued during the U.S. Holder's period of ownership, unless
the U.S. Holder elected to include the market discount in income as it accrued.
If an exchange were treated as a recapitalization qualifying as a tax-free
reorganization, the amount of any remaining accrued market discount with
respect to an Existing Note not recognized in the exchange generally should
carry over to the New Note received therefor and any partial principal payment
on, or any gain realized on the sale, exchange, retirement or other disposition
will be treated as ordinary income to the extent of such market discount.
However, if the New Notes are treated as issued with original issue discount,
an exchange of Existing Notes with market discount in a recapitalization
qualifying as a


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tax-free reorganization may cause some or all of that market discount to
effectively convert into original issue discount. If a U.S. Holder acquired its
Existing Notes with market discount and did not elect to include market
discount in income as it accrued, deductions for interest that the U.S. Holder
was required to defer on debt incurred or maintained to purchase or carry its
Existing Notes under the market discount provisions would become deductible at
the time of the exchange, up to the amount of gain that the U.S. Holder
recognizes in the exchange. The market discount rules are complex. Any U.S.
Holder whose Existing Notes have or may have market discount should consult its
tax advisor as to the effects of these rules on such Holder.

     Amortizable Bond Premium. In general, New Notes will be treated as having
"amortizable bond premium" if a U.S. Holder's aggregate adjusted tax basis in
its New Notes exceeds the sum of all amounts payable under such New Notes after
the exchange (excluding stated interest). If a U.S. Holder so elects, this
excess may be amortized as deductions over the term of the New Notes, but the
Holder must reduce its adjusted tax basis in its New Notes by the amount of the
premium deducted in each taxable year. An election to amortize bond premium
applies to all taxable debt obligations that the U.S. Holder then owns or
thereafter acquires, and may be revoked only with the consent of the IRS. The
rules regarding amortizable bond premium are complex. Any U.S. Holder whose New
Notes have or may have amortizable bond premium should consult its tax advisor
as to the effects of these rules on such Holder.

     Acquisition Premium. As a result of the exchange, a U.S. Holder will be
treated as having "acquisition premium" with respect to the New Notes if the
tax basis in the U.S. Holder's New Notes (determined in the manner described
above) is greater than the issue price of the New Notes immediately after the
exchange, but is less than or equal to the stated principal amount of the New
Notes. The amount of acquisition premium with respect to a New Note will be
equivalent to the excess of the U.S. Holder's basis in such New Note over the
issue price of the New Note immediately after the exchange. The amount of any
original issue discount includible in the U.S. Holder's gross income in any
taxable year will be reduced by an allocable portion of the acquisition premium
(generally determined by multiplying the periodic original issue discount
accrual by a fraction, the numerator of which is the amount of the acquisition
premium, and the denominator of which is the total original issue discount on
the New Notes).

     Sale or Exchange of the New Notes. Upon the sale, exchange, redemption,
retirement at maturity or other taxable disposition of the New Notes, a U.S.
Holder generally will recognize gain or loss in an amount equal to the
difference, if any, between the amount realized and its adjusted tax basis in
the New Notes immediately before the sale, exchange or other disposition. Any
such gain or loss will be long term if the U.S. Holder's holding period for its
New Notes exceeds one year at that time. The deductibility of capital losses is
subject to limitations. Any market discount accrued prior to the time of the
sale, exchange or other disposition and not already included in income will be
recognized as ordinary interest income at that time.

     AHYDO Rules and the Dividends Received Deduction. As discussed above, the
New Senior Discount Notes are expected to be subject to the AHYDO rules.
Generally, corporate holders of the New Senior Discount Notes will be entitled
to treat any amounts payable to them that are considered Disallowed Interest as
a dividend for purposes of claiming the dividends received deduction to the
extent that such amounts would have been treated as a dividend if they had been
a distribution made by Alamosa Delaware with respect to its stock. For a
discussion of the AHYDO rules and the definition of Disallowed Interest, see
"--Consequences to the Company--AHYDO."


     OWNERSHIP OF PREFERRED STOCK AND PARENT COMMON STOCK

     Distributions. Distributions with respect to the Preferred Stock or Parent
common stock will be treated as dividends, taxable to U.S. Holders as ordinary
income to the extent of such U.S. Holder's ratable share of the Parent's
current and accumulated earnings and profits, if any, as determined under
United States federal income tax principles. If such distributions exceed the
Parent's earnings and profits for the current year and accumulated earnings and
profits as of the prior year, such excess will be treated as a tax-free return
of capital to the extent of a U.S. Holder's adjusted tax basis in its


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Preferred Stock or Parent common stock, as applicable, and, to the extent in
excess of such adjusted tax basis, as capital gain. Such capital gain will be
long-term capital gain if the U.S. Holder's holding period for the Preferred
Stock or Parent common stock, as applicable, exceeds one year at the time of
such distribution.

     Conversion of Preferred Stock. A U.S. Holder will not recognize gain or
loss on the conversion of Preferred Stock into Parent common stock except with
respect to cash in lieu of fractional shares. A U.S. Holder's holding period
for the Parent common stock received upon conversion will include such U.S.
Holder's holding period for the Preferred Stock that is converted, and the U.S.
Holder's aggregate tax basis in the Parent common stock received upon
conversion will equal the U.S. Holder's tax basis in the Preferred Stock at the
time of conversion, less any portion of such tax basis allocable to any
fractional share. A U.S. Holder will recognize capital gain or loss upon the
receipt of cash in lieu of a fractional share of Parent common stock in an
amount equal to the difference between the amount of cash received and the U.S.
Holder's adjusted tax basis in such fractional share.

     Disposition of Preferred Stock and Parent Common Stock. In general, a U.S.
Holder will recognize capital gain or loss upon a sale, exchange or other
taxable disposition of its Preferred Stock or Parent common stock equal to the
difference between the amount realized by such U.S. Holder on such disposition
and the U.S. Holder's adjusted tax basis in the Preferred Stock or Parent
common stock disposed of immediately before such disposition. Such capital gain
or loss will be long-term capital gain or loss if the U.S. Holder's holding
period for the Preferred Stock or Parent common stock, as applicable, exceeds
one year at the time of such disposition. It is possible that the recognition
of some or all of any loss realized upon a disposition of the Preferred Stock
and Parent common stock (received upon conversion of the Preferred Stock)
before the maturity of the CVRs could be deferred under the "straddle rules"
set forth under Section 1092 of the Code or otherwise limited by other
provisions under the Code. U.S. Holders should consult their tax advisors
regarding the possible application of the straddle rules and other loss
limitation rules to their ownership of Preferred Stock and Parent common stock.

     Redemption of Preferred Stock and Parent Common Stock. In general, upon a
redemption by the Parent of the Preferred Stock or Parent common stock for
cash, the amount of cash received will be treated as a dividend, taxable to
U.S. Holders as described above under "--Distributions," unless such redemption
(1) completely terminates a U.S. Holder's entire actual and constructive stock
interest in the Parent's equity, (2) is "substantially disproportionate" with
respect to such U.S. Holder or (3) is "not essentially equivalent to a
dividend" with respect to such U.S. Holder. In determining whether any of these
tests have been met, a U.S. Holder must take into account the stock actually
owned by such U.S. Holder as well as the stock constructively owned by such
U.S. Holder under certain constructive ownership rules. If any of these tests
are met with respect to a U.S. Holder, a redemption of the Preferred Stock or
Parent common stock generally will be treated in the same manner as a
disposition of such stock, as described above under "--Disposition of Preferred
Stock and Parent common stock."

     A redemption of Preferred Stock or Parent common stock will be treated as
"substantially disproportionate" with respect to a U.S. Holder if (a) the
percentage of the outstanding voting stock of the Parent actually and
constructively owned by such U.S. Holder immediately after the redemption is
less than 80% of the percentage of the outstanding voting stock of the Company
actually and constructively owned by such U.S. Holder immediately before the
redemption, (b) the percentage of the outstanding common stock of the Parent
actually and constructively owned by such U.S. Holder immediately after the
redemption is less than 80% of the percentage of the outstanding common stock
of the Parent actually and constructively owned by such U.S. Holder immediately
before the redemption, and (c) such U.S. Holder owns less than 50% of the total
combined voting power of outstanding stock of the Parent immediately after the
redemption. The percentage ownership test described in (b) above is
inapplicable, however, if a U.S. Holder does not actually or constructively own
common stock of the Parent at the time the redemption occurs. A redemption of
Preferred Stock or Parent common stock will be treated as "not essentially
equivalent to a dividend" if the redemption results in a "meaningful reduction"
in the U.S. Holder's percentage stock ownership of the Parent. Depending on a
U.S. Holder's particular circumstances, even a small reduction in its


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stock ownership interest in the Parent may satisfy this test. For example, the
IRS has ruled that a minority common stockholder in a publicly held corporation
whose relative common stock interest is minimal (e.g., less than 1%) and who
exercises no control with respect to corporate affairs is generally considered
to have a "meaningful reduction" if such stockholder has a relatively minor
(e.g., approximately 3%) reduction in its percentage common stock ownership
under the above analysis. As these rules are complex and dependent upon a U.S.
Holder's specific circumstances, U.S. Holders should consult their tax advisors
as to the application of these rules to them upon a redemption of Preferred
Stock or Parent common stock.

     Recently Enacted Legislation. The Jobs and Growth Tax Relief
Reconciliation Act of 2003 (the "Act"), enacted on May 28, 2003, reduces the
maximum rate of tax imposed on most dividends received by individuals from the
higher marginal income tax rates to 15% (5% for individuals in the lower tax
brackets and 0% for these taxpayers in 2008) (the "Reduced Rate"). This
provision applies to dividends received in taxable years beginning after
December 31, 2002 and before January 1, 2009. In order to be eligible for the
Reduced Rate, an individual must own the stock with respect to which the
dividend is paid for more than 60 days during the 120 day period beginning 60
days before the ex-dividend date (or more than 90 days during the 180 day
period beginning 90 days before the ex-dividend date in the case of a dividend
with respect to stock that is preferred as to dividends if such dividend is
attributable to periods in excess of 366 days). Furthermore, if an individual
receives an "extraordinary dividend" within the meaning of Section 1059 of the
Code (i.e., a dividend which equals or exceeds 10% of the individuals' tax
basis in the case of any stock that is not preferred as to dividends or 5% of
the individual's tax basis in the case of stock that is preferred as to
dividends) which is eligible for the Reduced Rate, any loss on a subsequent
sale of such stock with respect to which such dividend is made is treated as a
long-term capital loss to the extent of such dividend. For purposes of
determining the amount of deductible investment interest, a dividend is treated
as investment income only if an individual elects to treat the dividend as not
eligible for the Reduced Rate. For sales and exchanges of capital assets on or
after May 6, 2003 and before January 1, 2009, the Act also reduces the top
individual tax rate on adjusted net capital gains from 20% (10% for individuals
in the lower tax brackets) to 15% (5% for individuals in the lower tax brackets
and 0% for these taxpayers in 2008). Holders should consult their tax advisors
regarding the specific tax consequences to them that may result from the Act.

   OWNERSHIP OF CVRS

     The United States federal income tax consequences resulting from the
maturity of the CVRs received by U.S. Holders in exchange for Existing Notes
(each an "Initial CVR Holder") will depend upon how the CVRs are characterized
for United States federal income tax purposes. The United States federal income
tax characterization of a right, such as the CVR, which is not separately
tradable from the Preferred Stock, expires without payment if the Preferred
Stock is converted into Parent common stock prior to the maturity of the CVRs,
and which upon maturity can result in the payment of cash, Parent common stock
or New Notes ("CVR Notes"), or in a combination thereof, or no payment at all
if the Current Market Price equals or exceeds the Target Price, is unclear
under present law. It is possible that the CVRs could be treated as cash
settlement put options, debt instruments, equity interests, contractual rights
without an ascertainable fair market value or in some other manner, and that
subsequent legislation, Treasury Regulations, court decisions and revenue
rulings could affect the United States federal income tax treatment of the
CVRs. The Company intends to treat the CVRs as cash settlement put options for
United States federal income tax purposes. There can be no assurance, however,
that the IRS will not and cannot successfully challenge this position. The
following discussion briefly describes certain United States federal income tax
considerations relevant to a holder of CVRs if the CVRs are treated as
cash-settled put options. SINCE THE FOLLOWING DISCUSSION DOES NOT ADDRESS ALL
POSSIBLE CHARACTERIZATIONS OF CVRS FOR UNITED STATES FEDERAL INCOME TAX
PURPOSES AND SINCE THE TAX CONSEQUENCES ATTRIBUTABLE TO THE OWNERSHIP OF CVRS
IS UNCLEAR UNDER PRESENT LAW, INITIAL CVR HOLDERS SHOULD CONSULT THEIR TAX
ADVISORS REGARDING THE TAX CONSEQUENCES TO THEM OF HOLDING CVRS.

     Treatment of the CVRs as Options. If the CVRs are characterized as cash
settlement put options, an Initial CVR Holder will realize capital gain or loss
upon the lapse or receipt of the Payment


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Amount at maturity of such U.S. Holder's CVR in an amount equal to the
difference between the amount realized, if any, and such U.S. Holder's tax
basis for the CVR. Upon receipt of the Payment Amount at maturity, the amount
realized would be equal to the amount of cash, the fair market value of the
Parent common stock and the issue price of the New Notes received in
satisfaction of the Payment Amount under the terms of the CVRs. Although
uncertain, some or all of any loss realized upon the lapse of a CVR might be
deferred, or an Initial CVR Holder's holding period might be adjusted, under
the "straddle rules" under Section 1092 of the Code. Moreover, the recognition
of such loss may be limited under other provisions of the Code. Furthermore,
Section 263(g) of the Code disallows a deduction for interest and carrying
charges allocable to a position that is a part of a straddle and requires such
amounts to be added to the tax basis of such position. Since losses realized in
respect of the CVRs may be limited and the application of the straddle rules is
unclear and may apply whether the CVRs are treated as cash settlement options
or not, Initial CVR Holders are urged to consult their tax advisors regarding
the effect of the straddle rules and other loss limitation rules to the
ownership of CVRs.

   CVR NOTES

     If the CVR Notes are treated as part of the same issue as the New Notes,
the CVR Notes will have the same issue date, the same issue price (as
determined above), and (with respect to holders) the same adjusted issue price
(i.e., issue price plus any accrued original issue discount) as the New Notes.
The CVR Notes will be treated as part of the same issue as the New Notes if the
CVR Notes are issued in a "qualified reopening." The issuance of CVR Notes will
qualify as a "qualified reopening" if (i) the New Notes are "publicly traded,"
(ii) the issuance of the CVR Notes occurs no more than six months after the
issue date of the New Notes (i.e., the date of consummation of the Exchange
Offer) and (iii) on the date on which the price of the CVR Notes is
established, the yield of the New Notes (based on their fair market value) is
not more than 110 percent of the yield of such New Notes on their issue date.
There can be no assurance that the CVR Notes will be issued as part of a
"qualified reopening."

     If the qualified reopening criteria are not satisfied, the issuance of the
CVR Notes will not be treated as part of the same issue as the New Notes for
United States federal income tax purposes. In such case, the issue price of the
CVR Notes will depend upon whether either the CVR Notes or the CVRs are
"publicly traded" within the meaning of applicable Treasury Regulations. If the
CVR Notes are "publicly traded," their issue price will equal their fair market
value on the Maturity Date. If the CVR Notes are not "publicly traded," but the
CVRs are, the issue price of the CVR Notes will equal the fair market value of
the CVRs on the Maturity Date. If neither the CVR Notes nor the CVRs are
"publicly traded," the issue price of the CVR Notes should equal their stated
principal amount. If the CVR Notes are not treated as part of the same issue as
the New Notes, the issue price of such CVR Notes likely will differ from the
adjusted issue price of the New Notes, and therefore, the computation of
original issue discount also will differ. Consequently, there is a risk that
the CVR Notes and New Notes although having identical legal and economic terms
will not be fungible from a United States federal income tax perspective.

   CONSEQUENCES OF THE EXCHANGE OFFERS TO EXCHANGING NON-U.S. HOLDERS

     Exchange Offers and Subsequent Dispositions. In general, Non-U.S. Holders
will not be subject to United States federal income tax on any gain or loss
recognized in the Exchange Offers or in any subsequent disposition of New
Notes, Preferred Stock, CVRs or Parent common stock, unless (i) the gain or
loss is effectively connected with the conduct of a United States trade or
business (and, in some circumstances, the gain is attributable to a United
States permanent establishment under an applicable income tax treaty) or (ii)
the Non-U.S. Holder is an individual and is present in the United States for
183 days or more during the taxable year (or otherwise has a "tax home" in the
United States) and certain other conditions are met.

     Payments of Interest and Accrual of Original Issue Discount. Subject to
the discussions of withholding and backup withholding below, under the
"portfolio interest exemption," a Non-U.S. Holder should not be subject to
United States federal income tax on payments of interest or on any accrual of
original issue discount on the Existing Notes surrendered in the exchange
(including


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amounts received in respect of accrued but previously unpaid interest) or on
the New Notes, provided that (i) the Non-U.S. Holder does not actually or
constructively own 10% or more of the total combined voting power of all
classes of Alamosa Delaware's stock entitled to vote, (ii) the Non-U.S. Holder
is not, and is not treated as, a bank receiving interest on an extension of
credit pursuant to a loan agreement entered into in the ordinary course of its
trade or business, (iii) the Non-U.S. Holder is not a "controlled foreign
corporation" that is related to Alamosa Delaware (directly or indirectly)
through stock ownership and (iv) certain certification requirements are met.

     If the "portfolio interest" exception does not apply to any interest or
original issue discount attributable to the Existing Notes or New Notes, such
interest or original issue discount generally will be subject to United States
federal income and withholding tax at a rate of 30%, unless that tax is reduced
or eliminated pursuant to an applicable income tax treaty or the interest or
original issue discount is effectively connected with the conduct of a United
States trade or business and, in either case, the appropriate statement has
been provided.

     Dividends. In general, any dividend received by a Non-U.S. Holder in
respect of the Preferred Stock or Parent common stock will be subject to United
States withholding tax either at a rate of 30% of the gross amount of the
dividend or such lower rate as may be specified by an applicable tax treaty.

     Effectively Connected Income. If any gain, interest, original issue
discount, dividends or other income realized by a Non-U.S. Holder in respect of
the Existing Notes, New Notes, Preferred Stock, Parent common stock or CVRs is
effectively connected with the conduct of a trade or business in the United
States by the Non-U.S. Holder ("effectively connected income"), the Non-U.S.
Holder generally will be subject to United States federal income tax on such
effectively connected income at standard United States federal income tax
rates. In addition, if the Non-U.S. Holder is a foreign corporation, it may be
subject to a branch profits tax equal to 30% of its "effectively connected
earnings and profits" within the meaning of the Code for the taxable year, as
adjusted for certain items, unless it qualifies for a lower rate under an
applicable income tax treaty.

TAX CONSIDERATIONS RELEVANT TO BOTH U.S. HOLDERS AND NON-U.S. HOLDERS - BACKUP
WITHHOLDING AND INFORMATION REPORTING.

     Payments of interest (including accruals of original issue discount) and
payments of proceeds from the sale, retirement or other disposition of the New
Notes and payments of dividends with respect to and payments of the proceeds
from the sale, exchange or other disposition of the Preferred Stock, Parent
common stock or CVRs may be subject to "backup withholding" tax if a recipient
of those payments fails to furnish to the payor certain identifying
information. Any amounts deducted and withheld generally should be allowed as a
credit against that recipient's United States federal income tax, provided that
appropriate proof is provided under rules established by the IRS. Moreover,
certain penalties may be imposed by the IRS on a recipient of payments that is
required to supply information but that does not do so in the proper manner.
Backup withholding should generally not apply with respect to payments made to
certain exempt recipients, such as corporations, financial institutions and
Non-U.S. Holders (provided that such exempt holders establish their exempt
status in accordance with applicable Treasury Regulations). Information may
also be required to be provided to the IRS concerning payments, unless an
exemption applies. Holders should consult their tax advisors regarding their
qualification for exemption from backup withholding and information reporting
and the procedures for obtaining such an exemption.

   CONSEQUENCES TO NON-EXCHANGING HOLDERS

     There should be no United States federal income tax consequences to a
Noteholder who does not tender its Existing Notes pursuant to the Exchange
Offer.


                                      150
<PAGE>

                          RECOMMENDATION AND CONCLUSION


     For all of the reasons set forth in this Disclosure Statement, Alamosa
believes that (i) the exchange of its Existing Notes for New Notes and Units
(and their underlying Preferred Stock and CVRs) for the Exchange Consideration
as described herein, and (ii) the consent to the Proposed Amendments is
preferable to all other alteratives. If Alamosa determines it is more
advantageous and expeditious, it may commence one or more Chapter 11 cases. In
such event, Alamosa believes that the confirmation and consummation of the
Prepackaged Plan will be preferable to the other alternatives. Consequently,
Alamosa urges (i) all Noteholders to tender their Existing Notes for exchange
and to consent to the Proposed Amendments, and (ii) all eligible Noteholders to
vote to ACCEPT the Prepackaged Plan, and to complete and return their Letters
of Transmittal and the Ballots so that they will be RECEIVED by the Exchange
Agent and the Voting Agent on or before 5:00 p.m., New York City Time, on
October 10, 2003.


Dated: September 12, 2003


                                          ALAMOSA HOLDINGS, INC.


                                          By: /s/ Kendall Cowan
                                             ---------------------------------
                                          Name: Kendall Cowan
                                          Title: Chief Financial Officer




                                          ALAMOSA (DELAWARE), INC.


                                          By: /s/ Kendall Cowan
                                             ---------------------------------
                                          Name: Kendall Cowan
                                          Title: Chief Financial Officer

                                      151
<PAGE>

                                    ANNEX A


                             FIVE-YEAR PROJECTIONS


                             ALAMOSA HOLDINGS, INC.
                      CONDENSED CONSOLIDATED BALANCE SHEET
                             (dollars in thousands)



<TABLE>
<CAPTION>
                                                                              DECEMBER 31,

                                                2003          2004          2005          2006          2007          2008
                                           ------------- ------------- ------------- ------------- ------------- -------------
<S>                                        <C>           <C>           <C>           <C>           <C>           <C>
ASSETS

Current assets:
 Cash and cash equivalents ...............  $   56,386    $  79,934     $  80,938    $  55,317     $  41,086      $  98,969
 Accounts receivable .....................      48,807       54,988        59,902       63,556        66,326         68,500
 Inventory ...............................       3,950        3,779         3,802        3,797         3,776          3,744
 Other current assets ....................      22,423       24,067        25,872       27,864        30,047         32,455
                                            ----------    ---------     ---------    ---------     ---------      ---------
   Total current assets ..................     131,566      162,768       170,514      150,534       141,235        203,668
                                            ----------    ---------     ---------    ---------     ---------      ---------
 Property and equipment, net .............     418,127      381,692       355,494      341,218       327,510        332,290
 Debt issuance costs, net (including
   OID) ..................................      11,876        9,026         6,176        3,325           475             --
 Intangible assets .......................     450,657      422,194       393,732      365,269       336,807        308,344
 Other noncurrent assets .................       6,695        6,896         7,103        7,316         7,535          7,761
                                            ----------    ---------     ---------    ---------     ---------      ---------
   Total noncurrent assets ...............     887,355      819,808       762,505      717,128       672,327        648,395
                                            ----------    ---------     ---------    ---------     ---------      ---------
   Total assets ..........................  $1,018,921    $ 982,576     $ 933,019    $ 867,662     $ 813,562      $ 852,063
                                            ==========    =========     =========    =========     =========      =========

LIABILITIES AND STOCKHOLDERS' EQUITY

Total current liabilities ................  $  125,767    $ 156,230     $ 178,058    $ 196,281     $ 149,294      $ 369,560
Non-current liabilities
 Capital lease obligations ...............       1,309          842           772          693           604            503
 Deferred tax liability ..................      47,260       34,543        26,130       25,021        34,921         63,097
 Other non-current liabilities ...........      50,876       44,102        37,335       30,576        23,824         17,081
 Senior Secured Credit Facility ..........     177,500      132,500        82,500       17,500            --             --
 Senior Unsecured Notes ..................     260,000      260,000       260,000      260,000       260,000        260,000
 Senior Unsecured Discount Notes .........     197,597      222,020       237,637      237,637       237,637             --
                                            ----------    ---------     ---------    ---------     ---------      ---------
   Long-term debt ........................     635,097      614,520       580,137      515,137       497,637        260,000
                                            ----------    ---------     ---------    ---------     ---------      ---------
 Total non-current liabilities ...........     734,542      694,007       644,374      571,427       556,986        340,681
                                            ----------    ---------     ---------    ---------     ---------      ---------
   Total liabilities .....................     860,309      850,237       822,432      767,708       706,280        710,241
Preferred stock ..........................     173,509      184,382       195,925      208,181       221,192        228,824
Total stockholders' equity ...............     (14,897)     (52,043)      (85,338)    (108,227)     (113,910)       (87,002)
                                            ----------    ---------     ---------    ---------     ---------      ---------
   Total liabilities and stockholders'
    equity ...............................  $1,018,921    $ 982,576     $ 933,019    $ 867,662     $ 813,562      $ 852,063
                                            ==========    =========     =========    =========     =========      =========

See Accompanying Summary of Significant Projection Assumptions and Accounting Policies.
</TABLE>

                                      A-1
<PAGE>

                             ALAMOSA HOLDINGS, INC.
                 CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS
                (dollars in thousands, except per share amounts)



<TABLE>
<CAPTION>
                                                                     YEAR ENDED DECEMBER 31,
                                              2003           2004          2005          2006         2007        2008
                                         -------------- ------------- ------------- ------------- ----------- -----------
<S>                                      <C>            <C>           <C>           <C>           <C>         <C>
Income:
 Subscriber Revenues ...................   $  450,466     $ 492,514     $ 519,760     $ 552,685    $ 585,847   $ 610,554
 Travel Revenues .......................      142,683       165,196       175,740       172,103      175,479     179,762
                                           ----------     ---------     ---------     ---------    ---------   ---------
   Total Service Revenues ..............      593,149       657,710       695,500       724,788      761,326     790,316
 Product Sales .........................       20,868        25,724        25,728        26,051       26,379      26,711
                                           ----------     ---------     ---------     ---------    ---------   ---------
    Total Revenues .....................      614,017       683,434       721,228       750,839      787,705     817,027
                                           ----------     ---------     ---------     ---------    ---------   ---------

Costs and Expenses:
 Cost of Services & Operations .........      340,370       358,492       381,452       390,495      400,975     406,547
 Cost of Products Sold .................       49,898        55,090        53,530        52,696       51,908      51,165
 Selling & Marketing Expenses ..........      110,892       113,957       112,995       115,156      117,640     118,614
 General & Administrative Expenses .....       20,579        18,041        18,499        18,969       19,450      19,945
 Depreciation and amortization .........      112,984       114,969       122,611       125,221      124,217     105,323
                                           ----------     ---------     ---------     ---------    ---------   ---------

    Total Costs and Expenses ...........      634,723       660,549       689,087       702,537      714,190     701,594
                                           ----------     ---------     ---------     ---------    ---------   ---------

      Income (loss) from operations.....      (20,706)       22,885        32,141        48,302       73,515     115,433

 Interest and other income .............        1,177           874         1,005           702          430         625
 Interest expense ......................     (101,579)      (62,748)      (63,310)      (60,747)     (56,714)    (50,737)
                                           ----------     ---------     ---------     ---------    ---------   ---------

Income (loss) before income taxes ......     (121,108)      (38,989)      (30,164)      (11,743)      17,231      65,321
Income taxes ...........................       27,525       (12,717)       (8,413)       (1,109)       9,900      28,176
                                           ----------     ---------     ---------     ---------    ---------   ---------
 Net income (loss) .....................   $ (148,633)    $ (26,272)    $ (21,751)    $ (10,634)   $   7,331   $  37,145
                                           ==========     =========     =========     =========    =========   =========

Earnings (loss) per share:
 Basic .................................   $    (1.60)    $   (0.39)    $   (0.35)    $   (0.24)   $   (0.06)  $    0.26
 Fully Diluted .........................        (1.60)        (0.39)        (0.35)        (0.24)       (0.06)       0.24

See Accompanying Summary of Significant Projection Assumptions and Accounting Policies.
</TABLE>

                                      A-2
<PAGE>

                            ALAMOSA HOLDINGS, INC.
                 CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS
                             (dollars in thousands)

<TABLE>
<CAPTION>
                                                                                YEAR ENDED DECEMBER 31,
                                                        2003           2004           2005          2006         2007        2008
                                                   -------------- -------------  ------------- ------------- ----------- -----------
<S>                                                  <C>            <C>            <C>           <C>           <C>         <C>
Cash flows from operating activities:
Net income (loss) .................................  $ (148,633)    $ (26,272)     $ (21,751)    $ (10,634)   $   7,331   $  37,145

Adjustments to reconcile net income (loss) to net
 cash provided by operation activities:
 Non-cash compensation expense ....................         240            --             --            --           --          --
 Depreciation and amortization ....................     112,984       114,969        122,611       125,221      124,217     105,323
 Non-cash interest ................................      22,603        29,498         25,425        (2,075)      (2,075)     (4,450)
 Deferred taxes ...................................      27,525       (12,717)        (8,413)       (1,109)       9,900      28,176
 (Increase) decrease in:
 Accounts receivable ..............................       9,441        (6,181)        (4,914)       (3,654)      (2,770)     (2,173)
 Inventory ........................................       3,460           172            (23)            4           21          31
 Prepaid expenses and other assets ................      (3,418)       (1,644)        (1,808)       (1,989)      (2,188)     (2,406)
 Increase (decrease) in:
 Accounts payable and accrued expenses ............      (3,386)          162          1,967           803          587         198
                                                     ----------     ---------      ---------     ---------    ---------   ---------
 Net cash provided by operating activities ........      20,816        97,987        113,094       106,567      135,023     161,844
                                                     ----------     ---------      ---------     ---------    ---------   ---------

Cash flows from investing activities:

 Additions to property and equipment ..............     (43,028)      (52,160)       (70,038)      (84,570)     (84,134)    (83,729)
 Change in Accounts Payable-Cap Ex ................      (3,319)          650          2,978         2,420          (74)        (69)
 Change in other noncurrent assets ................       1,107          (201)          (207)         (213)        (219)       (226)
 Change in restricted cash ........................      34,724            --             --            --           --          --
                                                     ----------     ---------      ---------     ---------    ---------   ---------
   Net cash used in investing activities ..........     (10,516)      (51,711)       (67,267)      (82,363)     (84,427)    (84,024)
                                                     ----------     ---------      ---------     ---------    ---------   ---------

Cash flows from financing activities:
 Change in Capital Leases .........................      (1,110)         (467)           (70)          (79)         (89)       (101)
 Change in other non-current liabilities ..........      (9,880)          239            247           254          262         270
 Preferred stock issuance costs ...................      (2,778)           --             --            --           --          --
 Preferred dividends ..............................          --            --             --            --           --      (2,606)
 Proceeds from equity issuance ....................         117            --             --            --           --          --
 Debt payments, fees ..............................      (2,000)      (22,500)       (45,000)      (50,000)     (65,000)    (17,500)
                                                     ----------     ---------      ---------     ---------    ---------   ---------
   Net cash used in financing activities ..........     (15,651)      (22,728)       (44,823)      (49,825)     (64,827)    (19,937)
                                                     ----------     ---------      ---------     ---------    ---------   ---------

   Net increase (decrease) in cash and cash
    equivalents ...................................      (5,351)       23,548          1,004       (25,621)     (14,231)     57,883
   Cash and cash equivalents at beginning of
    period ........................................      61,737        56,386         79,934        80,938       55,317      41,086
                                                     ----------     ---------      ---------     ---------    ---------   ---------
   Cash and cash equivalents at end of period .....  $   56,386     $  79,934      $  80,938     $  55,317    $  41,086   $  98,969
                                                     ==========     =========      =========     =========    =========   =========

Supplemental disclosure of noncash financing and
 investing activities:
 Preferred Stock issued in exchange for Senior
   Notes ..........................................  $  174,537
 Cancellation of Senior Notes .....................    (698,443)
 Issuance of Senior Notes .........................     453,796

See Accompanying Summary of Significant Projection Assumptions and Accounting Policies.
</TABLE>


                                      A-3
<PAGE>

                            ALAMOSA HOLDINGS, INC.
                      SCHEDULE OF SIGNIFICANT ASSUMPTIONS

<TABLE>
<CAPTION>
                                           2003         2004         2005         2006         2007          2008
                                       ------------ ------------ ------------ ------------ ------------ -------------
<S>                                    <C>          <C>          <C>          <C>          <C>          <C>
Covered POPs (millions) ..............       11.8         11.9         12.1         12.2         12.4          12.6
Gross Adds ...........................    382,531      391,838      391,895      396,822      401,811       406,863
Net Adds .............................    116,787       90,292       72,094       53,230       40,465        31,845
EOP Subscribers ......................    737,387      827,679      899,773      953,003      993,468     1,025,313
Penetration of Covered POPs ..........        6.3%         6.9%         7.4%         7.8%         8.0%          8.2%
Churn ................................        2.8%         2.7%         2.6%         2.6%         2.6%          2.6%
Base ARPU ............................   $  55.50     $  52.81     $  50.38     $  49.87     $  50.26     $   50.47
Total ARPU ...........................   $  73.09     $  70.52     $  67.42     $  65.39     $  65.31     $   65.33
CPGA .................................   $    366     $    366     $    359     $    357     $    356     $     352
CCPU .................................   $  44.45     $  40.37     $  38.77     $  36.94     $  36.07     $   35.26


See Accompanying Summary of Significant Projection Assumptions and Accounting Policies.
</TABLE>


                                      A-4
<PAGE>

                            ALAMOSA HOLDINGS, INC.
     SUMMARY OF SIGNIFICANT PROJECTION ASSUMPTIONS AND ACCOUNTING POLICIES


This financial projection presents, to the best of management's knowledge and
belief, the Company's financial position, results of operations, and cash flows
for the projection period, giving effect to the Exchange Offers, as described
in item (b) below, and using assumptions which are based on the continuation of
current trends experienced by the Company and its industry in general. The
assumptions disclosed herein are those that management believes are significant
to the projection currently. There will usually be differences between
projected and actual results, because events and circumstances frequently do
not occur as expected, and those differences may be material. These projections
may also be significantly impacted, should the Exchange Offers not be
acceptable to enough holders of the existing Notes to satisfy the Minimum
Tender Condition and should the Company seek to forego the Exchange Offers and
instead accomplish the above restructuring transactions by means of the
Prepackaged Plan. Management expressly disclaims a duty to update any of the
financial projections.


Included in the following description of assumptions used in the projections
are financial measures generated using generally accepted accounting
principles. These financial measures reflect industry conventions or standard
measures of liquidity, profitability or performance commonly used by the
investment community for comparability purposes. The financial measures and
other operating metrics used in this summary include the following:

     o    Average monthly revenue per user ("ARPU") is a measure used to
          determine the monthly subscriber revenue earned for subscribers based
          in the Company's territory. This measure is determined based on
          subscriber revenues in the consolidated statement of operations and
          the average subscribers during the period.

     o    Cash cost per user ("CCPU") is a measure of the costs to operate the
          Company's business on a per user basis consisting of costs of service
          and operations and general and administrative expenses in the
          consolidated statement of operations, plus handset subsidies on
          equipment sold to existing subscribers. These costs are allocated
          across average subscribers during the period to calculate this
          measure.

     o    Customer churn is used to measure the rate at which subscribers based
          in the Company's territory deactivate service on a voluntary or
          involuntary basis. Churn is calculated based on the number of
          subscribers deactivated (net of transfers out of the Company's service
          area and those who deactivated within 30 days of activation) as a
          percentage of the average subscriber base during the period.

     o    Cost per gross addition ("CPGA") is used to measure the costs incurred
          to add new subscribers in the Company's territory. This measure
          includes handset subsidies on new subscriber activations, commissions,
          rebates and other selling and marketing costs and is calculated based
          on product sales revenue, cost of products sold and selling and
          marketing expenses in the consolidated statement of operations net of
          handset subsidies on equipment sold to existing subscribers allocated
          over the total number of subscribers activated in the Company's
          territory during the period.

     o    Covered POPs represents the number of residents (usually expressed in
          millions) covered by the Company's network in its markets. The number
          of residents covered by the Company's network does not represent the
          number of wireless subscribers that the Company expects to serve in
          its territories.

     a.   Summary of Significant Accounting Policies. The significant accounting
          policies incorporated into the financial projection are consistent
          with the significant accounting policies used in the Company's
          historical consolidated financial statements for the year ended
          December 31, 2002 as disclosed in the Company's current report on Form
          8-K filed on September 12, 2003. Readers should refer to those
          consolidated financial statements for a detailed description of the
          Company's significant accounting policies.


                                      A-5
<PAGE>

     b.   Impact of Exchange Offers. The projected balance sheet, statement of
          operations and statement of cash flows for the year ended December 31,
          2003 reflects the impact of the proposed Exchange Offers under the
          Out-of-Court alternative with an assumed effective transaction date of
          October 31, 2003. In connection with these Exchange Offers for
          purposes of this projection, the fair value of the New Notes and
          Preferred Stock included in the Exchange Consideration is assumed to
          be equal to the stated value of these items. No value has been
          assigned to the contingent value rights for purposes of this
          projection. Additionally, it is assumed that there is no beneficial
          conversion feature embedded in the preferred stock issued as
          consideration.

          For purposes of this projection, the Restructuring Transaction is
          treated as a troubled debt restructuring under the provisions of
          Statement of Financial Accounting Standards No. 15 "Accounting by
          Debtors and Creditors for Troubled Debt Restructurings." The gain on
          the restructuring of debt has been determined by comparing the
          estimated fair value of the Exchange Consideration to the carrying
          value of the existing debt at the transaction date. The total cash
          flows of the new notes is greater than the carrying value of the
          existing notes and this difference is greater than the calculated gain
          on debt restructuring. Accordingly, the gain, estimated to be
          approximately $51 million, is reflected as a long term liability in
          this projection and is treated as an adjustment of interest expense
          over the term of the new debt thereby reducing the effective interest
          rate on the new debt.

          In addition to the accounting treatment of the Exchange Offers
          discussed above, the projection assumes that direct cash costs of the
          transaction are approximately $12 million. These estimated costs have
          been allocated to three components of the transaction as follows.
          Approximately $2 million is allocated to deferred loan costs in the
          balance sheet as it relates to costs incurred in connection with
          securing the amendment to the existing covenants for the Senior
          Secured Credit Facility. These costs are amortized to interest expense
          over the remaining life of the Senior Secured Credit Facility.
          Approximately $7 million is allocated to the issuance of the New Notes
          and reduces the approximately $51 million gain on the transaction that
          was deferred and amortized as discussed above. The remaining $3
          million in costs have been allocated to the Preferred Stock issued in
          the transaction and have reduced the carrying amount of the Preferred
          Stock.

     c.   Income Taxes. The consummation of the Exchange Offers under the
          Out-of-Court Alternative is expected to result in an ownership change
          under the provisions of Section 382 of the Internal Revenue Code.
          Accordingly, the Company would be subject to an annual limitation on
          the use of net operating losses generated prior to the ownership
          change. Based on this limitation, and excluding potential "built-in"
          gains that may be realized after the consummation of the Exchange
          Offer, the projection for the year ended December 31, 2003 assumes
          that approximately $190 million in net operating losses would expire
          unused based on an assumed fair value of the Company's common stock at
          the transaction date of $3.26 per share. Additionally, as a result of
          the exchange transaction, the Company may not receive a tax deduction
          for interest that had been accreted on the old senior discount notes
          that are being settled in the exchange transaction. The non-cash
          interest accreted on these notes had been reflected as a deferred tax
          asset in the Company's historical financial statements. As a result of
          these two items, the projection for the year ended December 31, 2003
          includes the establishment of a valuation allowance against the
          Company's deferred tax assets of approximately $73 million which is
          reflected as a non-cash income tax expense in the projected 2003
          statement of operations.

     d.   Statement of Operations. The projected statements of operations have
          been prepared based on certain assumptions shown in the Schedule of
          Significant Assumptions prepared by management. These assumptions are
          based on the continuation of current trends in the Company's industry
          specifically stable gross customer additions and lower average revenue
          per user and do not take into account any improvement in terms of
          overall industry conditions. To the extent possible, the Company has
          assessed the reasonableness of these assumptions against publicly
          available information for similar metrics related to other wireless
          carriers.


                                      A-6
<PAGE>

          SUBSCRIBER REVENUES are based on the projected number of subscribers
          in the Company's territory and the projected ARPU in the Schedule of
          Significant Assumptions. Subscriber growth over the projected period
          is based on the Company's historical experience and current trends in
          the markets in which the Company operates and is driven by the
          projected gross additions, net additions and churn. Base ARPU in the
          accompanying Schedule of Significant Assumptions represents the
          average revenue per subscriber excluding roaming revenue. The
          declining trend in projected Base ARPU is based on recent trends in
          the marketplace being driven by increased competition for subscribers.

          TRAVEL REVENUES represent revenue earned by the Company for other
          wireless providers' subscribers use of the Company's network. The
          projected travel revenues are based on projected minutes of inbound
          roaming traffic taking into account the number of expected sites on
          air as well as the growth in the number of subscribers for other
          carriers who would potentially roam onto the Company's network. Total
          ARPU in the Schedule of Significant Assumptions represents projected
          revenue per subscriber when travel revenues are included.

          COST OF SERVICES AND OPERATIONS represent the costs of operating our
          network including outbound travel and roaming charges as well as long
          distance, transport, backhaul and other network operating expenses.
          Additionally, costs paid to Sprint for back-office functions are
          included in costs of services and operations. These costs along with
          general and administrative expenses are used to determine CCPU. The
          projected CCPU amounts included in the Schedule of Significant
          Assumptions are based on historical experience as well as the
          Company's expectation of the scalability of the Company's network in
          terms of subscriber growth.

          SELLING AND MARKETING EXPENSES AND COSTS OF PRODUCTS SOLD (NET OF
          PRODUCT SALES REVENUE) are measured against gross subscriber additions
          in determining CPGA. The projected CPGA set forth in the Schedule of
          Significant Assumptions is based on the Company's historical CPGA and
          assumed that there is no further consolidation within the wireless
          industry to mitigate the intense competition that has been experienced
          to date.

          GENERAL AND ADMINISTRATIVE EXPENSES include corporate costs and
          expenses such as administration and finance. Expenses for the year
          ended December 31, 2003 include certain indirect costs of the
          transaction, such as advisory fees, that were not allocated to
          specific instruments as discussed above. Expenses decline in 2004 to
          historic levels and grow approximately 2.5% annually thereafter in the
          projection.

          DEPRECIATION AND AMORTIZATION includes depreciation of property, plant
          and equipment as well as amortization of intangibles. Depreciation
          expense in the projection is based on projected capital expenditures
          as discussed below along with the historic depreciable lives of
          similar assets. Amortization of intangibles is based on the remaining
          amortization of the intangibles related to the acquired subscriber
          bases and Sprint agreements acquired in connection with the
          acquisitions in 2001.

          INTEREST AND OTHER INCOME represents amounts earned on the investment
          of excess cash balances. The trend in income over the projection
          period is consistent with the trend in available cash balances
          discussed in the assumptions for the Statement of Cash Flows.

          INTEREST EXPENSE includes interest on the new Senior Notes issued in
          the transaction as well as interest on the Senior Secured Credit
          Facility. Interest expense also reflects the reduction related to the
          amortization of the deferred gain on the transaction as discussed in
          item (b) above.

          EARNINGS (LOSS) PER SHARE has been calculated based on the projected
          number of shares outstanding. Basic earnings (loss) per share is based
          on net income (loss) less dividends on the preferred stock issued in
          the Exchange Offer divided by the projected outstanding shares of
          common stock. The dividends on the preferred stock accrue daily at an
          annual rate of 6% compounded quarterly until July 31, 2008. After July
          31, 2008, the projection assumes cumulative cash dividends of 4.5% on
          preferred stock. As the dividend accretion in the year 2007 of the
          projection is in excess of the Net Income for that year, the Company
          is projecting a basic net loss per share. Fully diluted earnings
          (loss) per share is based on the projected outstanding shares of
          common stock assuming all preferred stock is converted to common


                                      A-7
<PAGE>

          stock according to the terms of the new preferred stock, only to the
          extent dilutive. Additionally, the fully diluted calculation assumes
          the issuance of shares of common stock to satisfy the maximum
          potential liability under the CVRs granted in the Exchange Offer. The
          dilutive effect of all outstanding stock options granted by the
          Company, as of the assumed effective date of the transaction, is
          immaterial to the projected fully diluted earnings per share.

     e.   Balance Sheet. Projected accounts receivable balances are based on
          projected subscriber revenue and represent approximately 45 days of
          revenue which is consistent with historical levels. Inventory balances
          are based on projected costs of products sold and represent
          approximately 30 days of inventory which is consistent with historic
          levels. Other current and noncurrent assets are based on historic
          levels taking into account inflationary increases. Property and
          equipment balances in the projection have been impacted by the capital
          expenditure assumptions discussed below as well as the depreciation
          expense assumptions discussed previously. Debt issuance costs in 2003
          reflect the removal of approximately $19 million in book value of
          existing debt issuance costs related to the old Senior Notes subject
          to the Exchange Offer. The remaining debt issuance costs related to
          the Senior Secured Credit Facility as well as the additional $2
          million added as part of the transaction are amortized over the term
          of the Senior Secured Credit Facility. Intangible assets in the
          projection continue to be amortized based on the original amortization
          schedule.

          Current liabilities in the projection primarily consist of trade
          accounts payable, other accrued expenses and the current maturities of
          long term debt. Accounts payable and accrued expenses in the
          projection are based on the historical relationship with operating
          expenses and represent slightly over one month of expenses throughout
          the projection period. At the end of each year in the projection, the
          current maturities of long term debt consisting of the current portion
          of the Secured Credit Facility through 2007 and the new Senior
          Discount Notes in 2008 have been reflected in the current liabilities
          line. Capital lease obligations in the projection continue to be
          amortized based on the existing amortization schedule. The deferred
          tax liability is based on anticipated differences in the carrying
          value and tax basis of various assets and liabilities at the expected
          statutory tax rate.

          Preferred Stock in the projection accretes through July 2008 at 6%
          annually. Total stockholders' equity in the projection takes into
          account projected net income (loss) as well as dividends on preferred
          stock and amortization of preferred stock issuance costs.

     f.   Statement of Cash Flows. Capital expenditures in the projected
          statement of cash flows are based on assumptions for capital
          expenditures on a per-POP basis to effectively replenish assets as
          they depreciate, thereby maintaining current network service and
          capacity levels, as well as one major technology upgrade in 2005 at an
          estimated $3 per covered POP which is consistent with the historical
          cost of similar technological upgrades. The impact of the Exchange
          Offers is reflected in the projected statement of cash flow for 2003.
          The cancellation of old Notes and issuance of new Notes as well as the
          issuance of preferred stock are reflected as noncash financing
          activities. The deferral of the gain on restructuring discussed
          previously is included as a change in other noncurrent liabilities.
          Restricted cash is used in 2003 to make interest payments on the old
          Notes. No cash is escrowed in connection with the issuance of the new
          Notes under the Exchange Offer.

          The repayment of the Senior Secured Credit Facility is based on the
          anticipated amortization schedule within the existing credit agreement
          and indicate that the facility will be repaid in full in 2008.

          The prospective financial information included in this offering
          document has been prepared by, and is the responsibility of, the
          Company's management. PricewaterhouseCoopers LLP has neither examined
          nor compiled the accompanying prospective financial information and,
          accordingly, does not express an opinion or any other form of
          assurance with respect thereto. The PricewaterhouseCoopers LLP report
          incorporated by reference in this offering document relates to the
          Company's historical financial information. It does not extend to the
          prospective financial information and should not be read to do so.


                                      A-8
<PAGE>

                                    ANNEX B


                             LIQUIDATION ANALYSIS

     THE FOLLOWING LIQUIDATION ANALYSIS IS AN ESTIMATE OF THE PROCEEDS THAT MAY
BE GENERATED AS A RESULT OF THE HYPOTHETICAL CHAPTER 7 LIQUIDATION OF OUR
ASSETS. THE ANALYSIS IS BASED UPON A NUMBER OF SIGNIFICANT ASSUMPTIONS WHICH
ARE DESCRIBED BELOW. THE LIQUIDATION ANALYSIS DOES NOT PURPORT TO BE A
VALUATION OF OUR ASSETS AND IS NOT NECESSARILY INDICATIVE OF THE VALUES THAT
MAY BE REALIZED IN AN ACTUAL LIQUIDATION.


I. SIGNIFICANT UNCERTAINTIES

     In addition to the General Assumptions and the Notes to the Liquidation
Analysis that are set forth below, there are significant areas of uncertainty
that exist with respect to this Liquidation Analysis.

1)   The Liquidation Analysis assumes that the liquidation of the Debtor would
     commence and would be substantially complete within a six-month period. The
     wind-down costs during the liquidation period have been estimated by the
     Debtor's management and any deviation from this assumed period could have a
     material impact on the wind-down costs, the amount of administrative
     claims, proceeds from asset sales, and the ultimate recovery to the
     creditors of the Debtor's Estates.

2)   In any liquidation there is a general risk of unanticipated events, which
     could have a significant impact on the projected cash receipts and
     disbursements. These events include changes in the general economic
     condition, changes in consumer preferences, obsolescence, changes in the
     market value of the Debtor's assets and problems with current and former
     employees.

     In addition to the specific assumptions described in the footnotes to the
table below, the following general assumptions were used in formulating the
Liquidation Analysis.


II. GENERAL ASSUMPTIONS

1)   This Liquidation Analysis was prepared in accordance with section
     1129(a)(7)(A)(ii) of the Bankruptcy Code to determine whether the Plan of
     Reorganization is in the best interest of each holder of a claim or
     interest.

2)   The Liquidation Analysis is based upon a number of estimates and
     assumptions that, although developed and considered reasonable by
     management, are inherently subject to significant economic, business,
     governmental regulation, competitive uncertainties, and contingencies
     beyond the control of the Company or its management. The Liquidation
     Analysis is also based on assumptions with regard to liquidation decisions
     that are subject to change. Accordingly, there can be no assurance that the
     values reflected in this Liquidation Analysis would be realized if the
     Company were, in fact, to undergo such a liquidation and actual results
     could vary materially and adversely from those contained herein.

3)   The Liquidation Analysis uses the Company's unaudited financial statements
     as of June 30, 2003 to estimate the shown recovery values and assumes the
     liquidation of all tangible and intangible assets.

4)   Nature and Timing of the Liquidation Process--Under section 704 of the
     Bankruptcy Code, a Chapter 7 trustee must, among other duties, collect and
     convert the property of the Debtor's estate to cash and close the estate as
     expeditiously as is compatible with the best interests of the parties in
     interest. Solely for purposes of preparing this Liquidation Analysis, it is
     assumed that the Debtor would voluntarily convert the pending Chapter 11
     case to a Chapter 7 liquidation. The Company's assets and certain business
     units would be sold during a six-month period. Management believes that it
     is unlikely that the actual sale periods would be shorter than those
     assumed, and there can be no assurance that the actual sale period would
     not be longer than assumed.

5)   Estimated Liquidation Proceeds--All assets are assumed to be sold in a
     straight liquidation to the highest bidder. The following list identifies
     factors considered by the Debtor in estimating the proceeds that might be
     received from the liquidation sales:


                                      B-1
<PAGE>

       --   The historical cost of the assets,

       --   Asset location and local market demand,

       --   Recently transacted telecommunications equipment sales,

       --   Management's experience and expertise in asset resale values,

       --   Analysis of liabilities and obligations relating to particular
            assets,

       --   Current industry trends including general availability of used
            telecommunications equipment,

       --   The number of companies in the industry selling
            telecommunications equipment, and

       --   The current technology being used in telecommunications equipment
            build-outs

6)   This Liquidation Analysis was prepared assuming a distressed sale scenario
     of the assets. Given the valuation uncertainty within the
     telecommunications industry that currently exists management has made its
     best estimates of the high and low values realizable by the company for its
     assets.

7)   Certain Tax Matters--Management believes that it is unlikely that any
     taxable gains would be triggered through a liquidation of the Debtors'
     assets. However, if for some reason there were to be a taxable gain from
     the liquidation of the Debtors' assets, any realized gains would be reduced
     to zero by the Debtors' net operating loss carryforward.

8)   Additional Liabilities and Reserves--The Debtor believes that in addition
     to the expenses that would be incurred in a Chapter 11 reorganization,
     there would be certain actual and contingent liabilities and expenses for
     which provision would be required in a Chapter 7 liquidation before
     distributions could be made to priority or general unsecured creditors,
     including: (a) Administrative Claims including damages from rejected post
     petition contracts, the fees of a trustee and of counsel and other
     professionals (including financial advisors and accountants), retention and
     severance payments to employees required to effectuate the wind-down
     process and other liabilities (including retirement, vacation pay, and
     other employee-related administrative costs and liabilities) that would be
     funded from continuing operations if the Debtor were reorganized as a going
     concern; and (b) certain administrative costs. Management believes that
     there is significant uncertainty as to the reliability of the Debtors'
     estimates of the amounts related to the foregoing that have been assumed in
     this Liquidation Analysis.

9)   Distributions--Under a Chapter 7 liquidation, all secured claims are
     required to be satisfied from the proceeds of the collateral securing such
     claims before any such proceeds would be distributed to any other
     creditors. The remaining proceeds of the Debtors, to the extent proceeds
     remain after satisfaction of all secured claims, would be allocated in the
     following priority: the proceeds would first be distributed to the Holders
     of Administrative Claims, then to Other Priority Claims and finally to the
     Unsecured Claims. Based on the liquidation assumptions of the Debtor's
     management, the proceeds generated from the liquidation of the Debtors'
     assets would not likely be sufficient to pay all of the Unsecured Claims.

10)  Conclusion--The Debtors believe that a Chapter 7 liquidation of the Debtors
     would result in a meaningful diminution in the value to be realized by the
     aggregate claimants against the Debtor. Consequently, the Debtor believes
     that the Plan will provide a greater aggregate return to the creditors than
     would a Chapter 7 liquidation.


                                      B-2
<PAGE>

                              LIQUIDATION ANALYSIS
                             ALAMOSA HOLDINGS, INC.
                               As of June 30, 2003
                                   (Unaudited)
                                ($ in thousands)



<TABLE>
<CAPTION>
                                                                                   REALIZATION %          LIQUIDATION RECOVERY
                                                              BOOK VALUE     -------------------------   -----------------------
                                                    NOTES    JUNE 30, 2003       LOW           HIGH          LOW         HIGH
                                                   ------   --------------   -----------   -----------   ----------   ----------
<S>                                                <C>      <C>              <C>           <C>           <C>          <C>
PROCEEDS
Cash, cash equivalents .........................     A         $ 88,904          100.0%        100.0%     $ 88,904     $ 88,904
Restricted cash ................................     A            9,748          100.0%        100.0%        9,748        9,748
Receivables ....................................     B           50,764           90.0%         95.0%       45,687       48,226
Inventory ......................................     C            5,421           50.0%         70.0%        2,710        3,794
Prepaid expenses ...............................     D            7,618            0.0%          0.0%           --           --
Fixed Assets ...................................     E
 Land and Building .............................                  9,063           20.0%         30.0%        1,813        2,719
 Network Equipment .............................                405,043           15.0%         30.0%       60,756      121,513
 Vehicles ......................................                    750           20.0%         30.0%          150          225
 Furniture and Office Equipment ................                 10,692           10.0%         15.0%        1,069        1,604
 Microwave Clearing Costs ......................                  4,838            0.0%          0.0%           --           --
 Construction In Progress
  Network Equipment ............................                  3,414           40.0%         60.0%        1,366        2,048
  Leasehold Improvements .......................                    386           10.0%         15.0%           39           58
Sprint Management Agreement ....................     F                                                      50,000      200,000
                                                               --------                                   --------     --------
TOTAL PROCEEDS AVAILABLE FROM CHAPTER 7
 LIQUIDATION ...................................               $596,641                                   $262,242     $478,839
                                                               ========                                   ========     ========
LESS:
Administrative and priority claims .............
 Severance .....................................     G                                                    $  1,500     $  1,500
 Wind-down operating costs .....................     H                                                       1,000        1,000
 Trustee and professional fees .................     I                                                       5,000        5,000
                                                                                                          --------     --------
PROCEEDS AVAILABLE FOR DISTRIBUTION AFTER
 ADMINISTRATIVE AND PRIORITY CLAIMS ............                                                          $254,742     $471,339
                                                                                                          ========     ========
SECURED CLAIMS:
 Class 1 (Senior Secured Claims) ...............     J                           100.0%        100.0%     $201,633     $201,633
 Class 2 (Other Secured Claims) ................     K                           100.0%        100.0%        1,671        1,671
                                                                                                          --------     --------
TOTAL SECURED CLAIMS ...........................                                 100.0%        100.0%     $203,304     $203,304
                                                                                                          ========     ========
OTHER PRIORITY CLAIMS:
Class 3 (Other Priority Claims) ................                                                                 0            0
                                                                                                          --------     --------
TOTAL OTHER PRIORITY CLAIMS ....................                                 100.0%        100.0%     $      0     $      0
                                                                                                          ========     ========
UNSECURED CLAIMS:
 Class 4 (Senior Note Claims) ..................     L                                                     420,685      420,685
 Class 5 (Senior Discount Note Claims) .........     M                                                     286,239      286,239
 Class 6 (General Unsecured Claims) ............     N                                                      72,396       72,396
                                                                                                          --------     --------
TOTAL UNSECURED CLAIMS .........................                                                          $779,320     $779,320
                                                                                                          ========     ========

                                                                                                          --------     --------
PROCEEDS AVAILABLE FOR DISTRIBUTION TO UNSECURED
 CLAIMS ........................................                                   6.6%         34.4%     $ 51,439     $268,036
                                                                                                          ========     ========
CLASS 7 (EQUITY INTERESTS):
                                                                                                          --------     --------
PROCEEDS AVAILABLE FOR DISTRIBUTION TO EQUITY
 INTERESTS .....................................                                   0.0%          0.0%     $      0     $      0
                                                                                                          ========     ========
</TABLE>

                                      B-3
<PAGE>

NOTES TO LIQUIDATION ANALYSIS:


     NOTE A: Cash & Cash Equivalents are assumed recoverable at 100% in both
high and low liquidation scenarios. Restricted Cash includes escrowed funds for
payment of interest on $150 million of 13.625% Senior Notes. Funds are assumed
to be depleted as of August 14, 2003.

     NOTE B: For purposes of this analysis, the primary receivables categories
include receivables from Sprint, interest receivables and customer accounts
receivables. Interest and Sprint receivables are assumed to have a recovery of
100% in both the Low and High scenarios. Customer receivables are evaluated on
a net basis.

     NOTE C: Inventory consists of wireless handsets and accessories, and has
an overall recovery range of 50% to 70%.

     NOTE D: Prepaid expenses were assumed to carry no value.

     NOTE E: Fixed Assets were divided into a number of different classes, and
Low and High recovery values were applied to each class. Individual category
recovery percentages ranged from 0% to 60% of net book value and were based on
management's estimate of market demand for each class of asset.

     NOTE F: Estimated value of management agreement assumed to be equal to our
customer base valued on a basis ranging from approximately $74 -- 295 /
subscriber.

     NOTE G: Severance costs assumed to be $1.5 million in both Low and High
scenarios.

     NOTE H: Wind-Down Operating Costs assume a six-month period to cease
operations, finalize sale of remaining assets and conclude all other business
activities.

     NOTE I: Chapter 7 Trustee and professional fees are estimated at $5.0
million in both Low and High scenarios.

     NOTE J: Senior Secured Claims consist of the balance of the existing
credit facility as of June 30, 2003.

     NOTE K: Other Secured Claims consist primarily of capitalized leases.

     NOTE L: Senior Note Claims consist of outstanding balances on 12.500%
Senior Notes due 2011 and 13.625% Senior Notes due 2011; amount shown also
includes accrued interest on the respective debt balances outstanding. As of
August 14, 2003 the balance of Restricted Cash (see Note A) was paid, and in
this analysis all senior unsecured noteholders would therefore receive the same
recovery on their claim.

     NOTE M: Senior Discount Note Claims consist of accreted balance of 12.875%
Senior Discount Notes due 2010 as of June 30, 2003.

     NOTE N: Unsecured Claims consist of Accounts Payable, Accrued Expenses and
Payable to Sprint.

                                      B-4
<PAGE>

                                   APPENDIX I


                       PREPACKAGED PLAN OF REORGANIZATION


                      IN THE UNITED STATES BANKRUPTCY COURT
                          FOR THE DISTRICT OF DELAWARE



   - - - - - - - - - - - - - - - - - - - - - - - x
                                                 :
   In re::                                       :    Chapter 11
                                                 :
   Alamosa Holdings, Inc., et al.,               :    Case No. 03-_______ (____)
                                                 :
                            Debtors.             :    (Jointly Administered)
                                                 :
   5225 South Loop 289                           :
   Lubbock, Texas 79424                          :
   Tax ID No. 75-2890997                         :
   - - - - - - - - - - - - - - - - - - - - - - - x

                    JOINT PREPACKAGED PLAN OF REORGANIZATION
               OF ALAMOSA HOLDINGS, INC. AND CERTAIN SUBSIDIARIES

                                   SKADDEN, ARPS, SLATE, MEAGHER & FLOM LLP
                                   J. Gregory Milmoe
                                   Alan J. Carr
                                   Four Times Square
                                   New York, New York 10036-6522
                                   (212) 735-3000

                                             -- and --

                                   Mark S. Chehi (I.D. No. 2855)
                                   Theresa V. Brown-Edwards (I.D. No. 4225)
                                   One Rodney Square
                                   P.O. Box 636
                                   Wilmington, Delaware 19899-0636
                                   (302) 651-3000

                                   Attorneys for Alamosa Holdings, Inc., et al.,
                                   Debtors and Debtors-in-Possession

                                   Dated: Wilmington, Delaware
                                         _____________, 2003


NO CHAPTER 11 CASE HAS BEEN COMMENCED AT THIS TIME. THE SOLICITATION MATERIALS
ACCOMPANYING THIS PLAN OF REORGANIZATION HAVE NOT BEEN APPROVED BY THE
BANKRUPTCY COURT AS CONTAINING "ADEQUATE INFORMATION" WITHIN THE MEANING OF
BANKRUPTCY CODE SECTION 1125(a). FOLLOWING THE COMMENCEMENT OF THEIR CHAPTER 11
CASES, THE DEBTORS EXPECT TO PROMPTLY SEEK AN ORDER OF THE BANKRUPTCY COURT (1)
APPROVING THE SOLICITATION OF VOTES AS HAVING BEEN IN COMPLIANCE WITH
BANKRUPTCY CODE SECTION 1126(b); AND (2) CONFIRMING THE PLAN OF REORGANIZATION
PURSUANT TO BANKRUPTCY CODE SECTION 1129


                                     PLAN-1
<PAGE>

                               TABLE OF CONTENTS



<TABLE>
<CAPTION>
                                                            PAGE
                                                          -------
<S>    <C>                                                <C>
INTRODUCTION ..........................................   PLAN-6
ARTICLE I DEFINED TERMS AND RULES OF INTERPRETATION ...   PLAN-6
 1.1   12.5% SENIOR NOTE ................................ PLAN-6
 1.2   13.625% SENIOR NOTES ............................. PLAN-6
 1.3   ADMINISTRATIVE CLAIM ............................. PLAN-6
 1.4   ALAMOSA .......................................... PLAN-6
 1.5   ALAMOSA DELAWARE ................................. PLAN-6
 1.6   ALLOWED .......................................... PLAN-6
 1.7   ALLOWED CLAIM .................................... PLAN-6
 1.8   ALLOWED INTEREST ................................. PLAN-7
 1.9   APCSH ............................................ PLAN-7
 1.10  BALLOT ........................................... PLAN-7
 1.11  BANK AGENTS ...................................... PLAN-7
 1.12  BANKRUPTCY CODE .................................. PLAN-7
 1.13  BANKRUPTCY COURT ................................. PLAN-7
 1.14  BANKRUPTCY RULES ................................. PLAN-7
 1.15  BENEFICIAL OWNER BALLOT .......................... PLAN-7
 1.16  BUSINESS DAY ..................................... PLAN-7
 1.17  CASH ............................................. PLAN-7
 1.18  CHAPTER 11 CASE(S) ............................... PLAN-7
 1.19  CLAIM ............................................ PLAN-8
 1.20  CLASS ............................................ PLAN-8
 1.21  COMMITTEE ........................................ PLAN-8
 1.22  COMMON STOCK ..................................... PLAN-8
 1.23  CONFIRMATION ..................................... PLAN-8
 1.24  CONFIRMATION DATE ................................ PLAN-8
 1.25  CONFIRMATION HEARING ............................. PLAN-8
 1.26  CONFIRMATION ORDER ............................... PLAN-8
 1.27  CREDIT AGREEMENT ................................. PLAN-8
 1.28  CVR AGREEMENT .................................... PLAN-8
 1.29  CVRS ............................................. PLAN-8
 1.30  DEBTOR(S) ........................................ PLAN-8
 1.31  DISALLOWED CLAIM OR DISALLOWED INTEREST .......... PLAN-8
 1.32  DISBURSING AGENT ................................. PLAN-8
 1.33  DISCLOSURE STATEMENT ............................. PLAN-8
 1.34  DISPUTED CLAIM OR DISPUTED INTEREST .............. PLAN-8
 1.35  DISTRIBUTION DATE ................................ PLAN-8
 1.36  DISTRIBUTION RECORD DATE ......................... PLAN-8
 1.37  EFFECTIVE DATE ................................... PLAN-9
 1.38  ESTATE(S) ........................................ PLAN-9
 1.39  EXISTING NOTES ................................... PLAN-9
 1.40  EXISTING NOTES CLAIM ............................. PLAN-9
 1.41  EXISTING NOTES TRUSTEE ........................... PLAN-9
 1.42  FILE, FILED OR FILING ............................ PLAN-9
 1.43  FINAL ORDER ...................................... PLAN-9
 1.44  GENERAL UNSECURED CLAIM .......................... PLAN-9


                                    PLAN-2
<PAGE>


<CAPTION>
                                                                 PAGE
                                                               --------
<S>        <C>                                                 <C>
   1.45    HOLDER ............................................ PLAN-9
   1.46    IMPAIRED .......................................... PLAN-9
   1.47    INDENTURE(S) ...................................... PLAN-9
   1.48    INTERCOMPANY CLAIM ................................ PLAN-9
   1.49    INTEREST .......................................... PLAN-9
   1.50    LIEN .............................................. PLAN-9
   1.51    LITIGATION CLAIMS ................................. PLAN-9
   1.52    MASTER BALLOT ..................................... PLAN-9
   1.53    NEW NOTES ......................................... PLAN-10
   1.54    NEW SENIOR DISCOUNT NOTES ......................... PLAN-10
   1.55    NEW SENIOR NOTES .................................. PLAN-10
   1.56    NOTEHOLDER COMMITTEE .............................. PLAN-10
   1.57    NOTEHOLDER COMMITTEE ADVISORS ..................... PLAN-10
   1.58    OTHER PRIORITY CLAIM .............................. PLAN-10
   1.59    OTHER SECURED CLAIM ............................... PLAN-10
   1.60    PARENT ............................................ PLAN-10
   1.61    PERSON ............................................ PLAN-10
   1.62    PETITION DATE ..................................... PLAN-10
   1.63    PLAN .............................................. PLAN-10
   1.64    PLAN DOCUMENTS .................................... PLAN-10
   1.65    PLAN SUPPLEMENT ................................... PLAN-10
   1.66    PLAN SUPPORT AGREEMENT ............................ PLAN-10
   1.67    PREFERRED STOCK ................................... PLAN-10
   1.68    PREFERRED UNITS ................................... PLAN-10
   1.69    PRIORITY TAX CLAIM ................................ PLAN-10
   1.70    PROFESSIONAL ...................................... PLAN-10
   1.71    PROFESSIONAL FEE CLAIM ............................ PLAN-11
   1.72    REINSTATE, REINSTATED OR REINSTATEMENT ............ PLAN-11
   1.73    REORGANIZED ....................................... PLAN-11
   1.74    SECURITIES ACT .................................... PLAN-11
   1.75    SENIOR DISCOUNT NOTE CLAIM ........................ PLAN-11
   1.76    SENIOR DISCOUNT NOTES ............................. PLAN-11
   1.77    SENIOR DISCOUNT NOTES TRUSTEE ..................... PLAN-11
   1.78    SENIOR NOTE CLAIM ................................. PLAN-11
   1.79    SENIOR NOTES ...................................... PLAN-11
   1.80    SENIOR NOTES TRUSTEE .............................. PLAN-11
   1.81    SENIOR SECURED LENDERS ............................ PLAN-11
   1.82    SENIOR SECURED LENDER CLAIM ....................... PLAN-11
   1.83    SOLICITATION AGENT ................................ PLAN-11
   1.84    SPRINT AGREEMENTS ................................. PLAN-11
   1.85    SUBSIDIARY GUARANTORS ............................. PLAN-11
   1.86    UNIMPAIRED CLAIM .................................. PLAN-11
   1.87    VOTING DEADLINE ................................... PLAN-12
   1.88    VOTING RECORD DATE ................................ PLAN-12
   1.      General ........................................... PLAN-12
   2.      "Including" ....................................... PLAN-12
   3.      "On" .............................................. PLAN-12
   4.      "Contra Proferentum" Rule Not Applicable .......... PLAN-12

                                    PLAN-3
<PAGE>

<CAPTION>
                                                                                              PAGE
                                                                                            --------
<S>    <C>                                                                                  <C>
ARTICLE II CLASSIFICATION OF CLAIMS AND INTERESTS .......................................   PLAN-12
  2.1  UNCLASSIFIED CLAIMS (NOT ENTITLED TO VOTE ON THE PLAN) ............................. PLAN-13
  2.2  UNIMPAIRED CLASSES OF CLAIMS (DEEMED TO HAVE ACCEPTED THE PLAN AND, THEREFORE,
       NOT ENTITLED TO VOTE) .............................................................. PLAN-13
  2.3  IMPAIRED CLASS OF CLAIMS (CLASSES 4 AND 5 ARE ENTITLED TO VOTE ON THE PLAN) ........ PLAN-13
  2.4  UNIMPAIRED CLASS OF INTERESTS (DEEMED TO HAVE ACCEPTED THE PLAN AND, THEREFORE,
       NOT ENTITLED TO VOTE) .............................................................. PLAN-13
ARTICLE III TREATMENT OF CLAIMS AND INTERESTS ...........................................   PLAN-13
  3.1  UNCLASSIFIED CLAIMS ................................................................ PLAN-13
  3.2  UNIMPAIRED CLASSES OF CLAIMS ....................................................... PLAN-14
  3.3  IMPAIRED CLASS OF CLAIMS ........................................................... PLAN-14
  3.4  UNIMPAIRED CLASS OF INTERESTS ...................................................... PLAN-14
  3.5  SPECIAL PROVISION REGARDING UNIMPAIRED CLAIMS ...................................... PLAN-14
  3.6  ALLOWED CLAIMS AND INTERESTS ....................................................... PLAN-14
  3.7  ALTERNATIVE TREATMENT .............................................................. PLAN-15
  3.8  POSTPETITION INTEREST .............................................................. PLAN-15
ARTICLE IV MEANS FOR IMPLEMENTATION OF THE PLAN .........................................   PLAN-15
  4.1  CONTINUED CORPORATE EXISTENCE AND VESTING OF ASSETS IN THE REORGANIZED DEBTORS ..... PLAN-15
  4.2  CORPORATE GOVERNANCE, DIRECTORS, MANAGERS AND OFFICERS, AND CORPORATE ACTION ....... PLAN-15
  4.3  ISSUANCE OF NEW NOTES AND PREFERRED UNITS .......................................... PLAN-16
  4.4  CANCELLATION OF EXISTING NOTES ..................................................... PLAN-16
  4.5  EFFECTUATING DOCUMENTS AND FURTHER TRANSACTIONS .................................... PLAN-16
  4.6  SOURCES OF CASH FOR PLAN DISTRIBUTIONS ............................................. PLAN-16
  4.7  EXEMPTION FROM CERTAIN TAXES ....................................................... PLAN-16
ARTICLE V ACCEPTANCE OR REJECTION OF THE PLAN ...........................................   PLAN-17
  5.1  CLASSES ENTITLED TO VOTE ........................................................... PLAN-17
  5.2  ACCEPTANCE BY IMPAIRED CLASSES ..................................................... PLAN-17
  5.3  CRAMDOWN ........................................................................... PLAN-17
ARTICLE VI PROVISIONS GOVERNING DISTRIBUTIONS ...........................................   PLAN-17
  6.1  DISTRIBUTIONS FOR CLAIMS OR INTERESTS ALLOWED AS OF THE EFFECTIVE DATE ............. PLAN-17
  6.2  DISTRIBUTIONS BY THE DISBURSING AGENT .............................................. PLAN-17
  6.3  DELIVERY OF DISTRIBUTIONS AND UNDELIVERABLE OR UNCLAIMED DISTRIBUTIONS ............. PLAN-17
  6.4  RECORD DATE FOR DISTRIBUTIONS ...................................................... PLAN-18
  6.5  ALLOCATION OF PLAN DISTRIBUTIONS BETWEEN PRINCIPAL AND INTEREST .................... PLAN-18
  6.6  MEANS OF CASH PAYMENT .............................................................. PLAN-18
  6.7  WITHHOLDING AND REPORTING REQUIREMENTS ............................................. PLAN-18
  6.8  SETOFFS ............................................................................ PLAN-18
  6.9  SURRENDER OF INSTRUMENTS OR SECURITIES ............................................. PLAN-19
  6.10 LOST, STOLEN, MUTILATED OR DESTROYED SECURITIES .................................... PLAN-19
ARTICLE VII PROCEDURES FOR RESOLVING DISPUTED, CONTINGENT AND
UNLIQUIDATED CLAIMS AND INTERESTS .......................................................   PLAN-19
  7.1  OBJECTION DEADLINE; PROSECUTION OF OBJECTIONS ...................................... PLAN-19
  7.2  NO DISTRIBUTIONS PENDING ALLOWANCE ................................................. PLAN-20
  7.3  DISTRIBUTIONS AFTER ALLOWANCE ...................................................... PLAN-20
ARTICLE VIII TREATMENT OF EXECUTORY CONTRACTS AND UNEXPIRED
LEASES ..................................................................................   PLAN-20
  8.1  ASSUMPTION OF EXECUTORY CONTRACTS AND UNEXPIRED LEASES ............................. PLAN-20
  8.2  CURE OF DEFAULTS OF ASSUMED EXECUTORY CONTRACTS AND UNEXPIRED LEASES ............... PLAN-20
  8.3  INDEMNIFICATION OF DIRECTORS, MANAGERS, OFFICERS AND EMPLOYEES ..................... PLAN-20

                                    PLAN-4
<PAGE>


<CAPTION>
                                                                                      PAGE
                                                                                    --------
<S>     <C>                                                                         <C>
  8.4   COMPENSATION AND BENEFIT PROGRAMS ......................................... PLAN-21
ARTICLE IX CONFIRMATION AND CONSUMMATION OF THE PLAN ............................   PLAN-21
  9.1   CONDITIONS TO CONFIRMATION ................................................ PLAN-21
  9.2   CONDITIONS TO EFFECTIVE DATE .............................................. PLAN-21
  9.3   WAIVER OF CONDITIONS ...................................................... PLAN-22
  9.4   CONSEQUENCES OF NON-OCCURRENCE OF EFFECTIVE DATE .......................... PLAN-22
ARTICLE X EFFECT OF PLAN CONFIRMATION ...........................................   PLAN-22
  10.1  BINDING EFFECT ............................................................ PLAN-22
  10.2  AUTHORIZATION OF CORPORATE ACTION ......................................... PLAN-22
  10.3  DISCHARGE OF THE DEBTORS .................................................. PLAN-22
  10.4  INJUNCTION ................................................................ PLAN-23
  10.5  RELEASES .................................................................. PLAN-23
  10.6  EXCULPATION AND LIMITATION OF LIABILITY ................................... PLAN-24
  10.7  INJUNCTION RELATED TO RELEASES AND EXCULPATION ............................ PLAN-24
  10.8  WAIVER OF ENFORCEMENT OF SUBORDINATION .................................... PLAN-24
  10.9  PRESERVATION OF RIGHTS OF ACTION; SETTLEMENT OF LITIGATION CLAIMS ......... PLAN-25
  10.10 TERM OF BANKRUPTCY INJUNCTION OR STAYS .................................... PLAN-25
ARTICLE XI RETENTION OF JURISDICTION ............................................   PLAN-25
ARTICLE XII MISCELLANEOUS PROVISIONS ............................................   PLAN-26
  12.1  BAR DATE FOR ADMINISTRATIVE CLAIMS ........................................ PLAN-26
  12.2  PROFESSIONAL FEE CLAIMS ................................................... PLAN-27
  12.3  PAYMENT OF STATUTORY FEES ................................................. PLAN-27
  12.4  PAYMENT OF EXISTING NOTES TRUSTEE AND NEW NOTES TRUSTEE FEES .............. PLAN-27
  12.5  AMENDMENT OR MODIFICATION OF THE PLAN ..................................... PLAN-27
  12.6  SEVERABILITY OF PLAN PROVISIONS ........................................... PLAN-27
  12.7  PLAN SUPPLEMENT ........................................................... PLAN-27
  12.8  COMMITTEES ................................................................ PLAN-27
  12.9  REVOCATION, WITHDRAWAL OR NON-CONSUMMATION ................................ PLAN-28
  12.10 NOTICE .................................................................... PLAN-28
  12.11 TAX LIABILITY ............................................................. PLAN-28
  12.12 SCHEDULES ................................................................. PLAN-28
  12.13 JURISDICTION OVER THE REORGANIZED DEBTORS ................................. PLAN-28
  12.14 FILING OF ADDITIONAL DOCUMENTS ............................................ PLAN-28
  12.15 GOVERNING LAW ............................................................. PLAN-28
  12.16 PREPAYMENT ................................................................ PLAN-29
  12.17 SECTION 1125(E) OF THE BANKRUPTCY CODE .................................... PLAN-29
</TABLE>


                                     PLAN-5
<PAGE>

                                 INTRODUCTION

     Alamosa Holdings, Inc. ("Parent") and certain of its subsidiaries propose
the following prepackaged joint plan of reorganization. Reference is made to
the Combined Offering Circular, Consent Solicitation And Disclosure Statement
Soliciting Acceptances Of A Prepackaged Plan Of Reorganization, distributed
contemporaneously herewith, for a discussion of Alamosa's history, business,
properties and operations, projections for those operations, risk factors, a
summary and analysis of the prepackaged joint plan of reorganization, and
certain related matters including, among other things, the securities to be
issued under the prepackaged joint plan of reorganization.


                                   ARTICLE I

                   DEFINED TERMS AND RULES OF INTERPRETATION


A.   SCOPE OF DEFINITIONS; RULES OF CONSTRUCTION

     Except as expressly provided or unless the context otherwise requires, all
capitalized terms not otherwise defined shall have the meanings ascribed to
them in this Article I. Any term used that is not defined herein, but is
defined in the Bankruptcy Code or the Bankruptcy Rules, shall have the meaning
ascribed to that term in the Bankruptcy Code or the Bankruptcy Rules. Whenever
the context requires, such terms shall include the plural as well as the
singular number.


B.   DEFINITIONS

     1.1 12.5% SENIOR NOTES means those certain 12.5% Senior Notes due 2011
issued by Alamosa Delaware and guaranteed by the Subsidiary Guarantors and
Parent under that certain Indenture dated as of January 31, 2001, as amended.

     1.2 13.625% SENIOR NOTES means those certain 13.625% Senior Notes due 2011
issued by Alamosa Delaware and guaranteed by the Subsidiary Guarantors and
Parent under that certain Indenture dated as of August 15, 2001, as amended.

     1.3 ADMINISTRATIVE CLAIM means a Claim for costs and expenses of
administration of the Chapter 11 Cases Allowed under section 503(b) or
1114(e)(2) of the Bankruptcy Code and entitled to priority pursuant to section
507(a)(1) of the Bankruptcy Code, including, but not limited to: (a) any actual
and necessary costs and expenses incurred after the Petition Date of preserving
the Debtors' Estates and operating their businesses (such as wages, salaries,
commissions for services and payments for inventories, leased equipment and
premises) and Claims of governmental units for taxes (including tax audit
Claims related to tax years commencing after the Petition Date, but excluding
Claims relating to tax periods, or portions thereof, ending on or before the
Petition Date); (b) compensation for legal, financial, advisory, accounting and
other services and reimbursement of expenses Allowed by the Bankruptcy Court
under section 330, 331 or 503(b) of the Bankruptcy Code to the extent incurred
prior to the Effective Date; (c) all fees and charges assessed against the
Debtors' Estates under section 1930, Chapter 123 of Title 28, United States
Code; and (d) all Allowed Claims that are entitled to be treated as
Administrative Claims pursuant to a Final Order entered under section
546(c)(2)(A) of the Bankruptcy Code.

     1.4 ALAMOSA means, collectively, Parent and all of its subsidiaries and
affiliates.

     1.5 ALAMOSA DELAWARE means Alamosa (Delaware), Inc., a Delaware
corporation.

     1.6 ALLOWED means, with respect to a Claim or Interest within a particular
Class, an Allowed Claim or Allowed Interest of the type described in such
Class.

     1.7 ALLOWED CLAIM means any Claim against any Debtor, which is listed by
such Debtor in its books and records as liquidated in amount and not disputed
or contingent; provided, however, that to the extent that a Claim is a Disputed
Claim, the determination of whether such Claim shall be Allowed and/or the
amount of any such Claim shall be determined, resolved, or adjudicated, as the
case may be, in the manner in which such Claim would have been determined,
resolved, or adjudicated if the Chapter 11 Cases had


                                     PLAN-6
<PAGE>

not been commenced; provided further, however, that the Reorganized Debtors, in
their discretion may bring an objection or motion or other pleading before the
Bankruptcy Court with respect to a Disputed Claim for resolution; and provided
further, however, that, except as otherwise may be ordered by the Bankruptcy
Court, proofs of Claim need not and should not be filed in the Bankruptcy Court
with respect to any Claims. An Allowed Claim (a) includes a Disputed Claim to
the extent such Disputed Claim becomes Allowed after the Effective Date and (b)
shall be net of any valid setoff exercised with respect to such Claim under the
provisions of the Bankruptcy Code and applicable law. Unless otherwise
specified herein, in section 506(b) of the Bankruptcy Code, or in any order of
the Bankruptcy Court, "Allowed Claim" shall not, for purposes of distributions
under the Plan, include prepetition Claims, interest on such Claim, or Claims
accruing from or after the Petition Date. In addition, a Claim is an Allowed
Claim if it is deemed Allowed by the provisions of this Plan.

     1.8 ALLOWED INTEREST means an Interest in any Debtor that (a) is (i)
registered as of the Distribution Record Date in a stock register maintained by
or on behalf of such Debtor or (ii) listed by such Debtor in its books and
records as liquidated in an amount and not disputed or contingent and (b) is
not a Disputed Interest; and provided, however, that to the extent an Interest
is a Disputed Interest, the determination of whether such Interest shall be
Allowed and/or the amount of any such Interest shall be determined, resolved,
or adjudicated, as the case may be, in the manner in which such Interest would
have been determined, resolved, or adjudicated if the Chapter 11 Cases had not
been commenced; and provided further, however, that, except as otherwise may be
ordered by the Bankruptcy Court, proofs of Interest need not and should not be
filed in the Bankruptcy Court with respect to any Interests; and provided
further, however, that the Reorganized Debtors, in their discretion, may bring
an objection or motion or other pleading with respect to a Disputed Interest
before the Bankruptcy Court for resolution. In addition, an Interest is an
Allowed Interest if it is deemed Allowed by the provisions of this Plan.

     1.9  APCSH means Alamosa PCS Holdings, Inc., a Delaware corporation.

     1.10 BALLOT means each of the ballot forms distributed with the Disclosure
Statement to each Holder of an Impaired Claim or Impaired Interest entitled to
vote under Article V hereof in connection with the solicitation of acceptances
of the Plan, for purposes of indicating acceptance or rejection of the Plan.

     1.11 BANK AGENTS means the agents under the Credit Agreement.

     1.12 BANKRUPTCY CODE means the Bankruptcy Reform Act of 1978, as codified
in Title 11 of the United States Code, 11 U.S.C.  Section  Section  101-1330,
as now in effect or hereafter amended and as applicable to these Chapter 11
Cases.

     1.13 BANKRUPTCY COURT means the United States District Court having
jurisdiction over the Chapter 11 Cases and, to the extent any reference is made
pursuant to section 157 of Title 28 of the United States Code or the General
Order of the District Court pursuant to section 151 of Title 28 of the United
States Code, the bankruptcy unit of such United States District Court.

     1.14 BANKRUPTCY RULES means, collectively, the Federal Rules of Bankruptcy
Procedure promulgated under section 2075 of Title 28 of the United States Code
and the Official Bankruptcy Forms, the Federal Rules of Civil Procedure, as
applicable to the Chapter 11 Cases or proceedings therein, and the Local Rules
of the Bankruptcy Court, all as now in effect or hereafter amended, and as
applicable to the Chapter 11 Cases.

     1.15 BENEFICIAL OWNER BALLOT means the Ballot provided to a Holder of
Existing Notes in the Holder's own name, but not the registered or record
Holder of such Existing Notes.

     1.16 BUSINESS DAY means any day, excluding Saturdays, Sundays or "legal
holidays" (as defined in Bankruptcy Rule 9006(a)) on which commercial banks are
open for business in New York, New York.

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

     1.18 CHAPTER 11 CASE(S) means, individually, the case under Chapter 11 of
the Bankruptcy Code commenced by any Debtor in the Bankruptcy Court and,
collectively, the jointly administered cases of the Debtors under Chapter 11 of
the Bankruptcy Code.


                                     PLAN-7
<PAGE>

     1.19 CLAIM means a claim against any Debtor, whether or not asserted, as
defined in section 101(5) of the Bankruptcy Code.

     1.20 CLASS means a category of Holders of Claims or Interests, as
described in Article II of this Plan.

     1.21 COMMITTEE means the official committee of unsecured creditors
appointed in the Chapter 11 Cases pursuant to section 1102(a) of the Bankruptcy
Code, if such committee is appointed and as such committee may be reconstituted
from time to time.

     1.22 COMMON STOCK means that certain Class A Common Stock of Parent
authorized and issued as of the Petition Date.

     1.23 CONFIRMATION means entry by the Bankruptcy Court of the Confirmation
Order.

     1.24 CONFIRMATION DATE means the date on which the Clerk of the Bankruptcy
Court enters the Confirmation Order on the docket of the Bankruptcy Court.

     1.25 CONFIRMATION HEARING means the hearing held by the Bankruptcy Court
pursuant to section 1128(a) of the Bankruptcy Code, to consider confirmation of
the Plan under section 1129 of the Bankruptcy Code, as such hearing may be
adjourned or continued from time to time.

     1.26 CONFIRMATION ORDER means the order of the Bankruptcy Court confirming
the Plan under section 1129 of the Bankruptcy Code.

     1.27 CREDIT AGREEMENT means that certain Amended and Restated Credit
Agreement, dated as of February 14, 2001, as amended and restated as of March
30, 2001, among Parent, Alamosa Delaware, Alamosa Holdings, LLC and those
entities identified therein as "Lenders" thereto, as amended, including the
amendments dated as of September 3, 2003, which are subject to consummation of
this Plan.

     1.28 CVR AGREEMENT means the agreement establishing the CVRs.

     1.29 CVRS means, collectively, the Contingent Value Rights to be issued to
Holders of Senior Note Claims and Senior Discount Note Claims under the Plan in
partial satisfaction of their Claims and pursuant to the CVR Agreement.

     1.30 DEBTOR(S) means, individually and collectively, Parent, APCSH,
Alamosa Delaware, and the Subsidiary Guarantors, including in their capacities
as debtors-in-possession under sections 1107 and 1108 of the Bankruptcy Code
and, when appropriate, as post-confirmation entities reorganized under the
Plan.

     1.31 DISALLOWED CLAIM OR DISALLOWED INTEREST means any Claim against or
Interest in any Debtor which has been disallowed, in whole or in part, by Final
Order of the Bankruptcy Court, or which has been withdrawn, in whole or in
part, by the Holder thereof.

     1.32 DISBURSING AGENT means Reorganized Parent, or any party designated by
Reorganized Parent, in its sole discretion, to serve as a disbursing agent
under the Plan.

     1.33 DISCLOSURE STATEMENT means the Combined Offering Circular, Consent
Solicitation And Disclosure Statement Soliciting Acceptances Of A Prepackaged
Plan Of Reorganization that relates to this Plan, combined with any other
written disclosure made by the Debtors, as amended, supplemented, or modified
from time to time, and that is prepared and distributed in accordance with
section 1125 of the Bankruptcy Code and Rule 3018 of the Bankruptcy Rules.

     1.34 DISPUTED CLAIM OR DISPUTED INTEREST means any Claim against or
Interest in a Debtor, or any portion thereof, that is not an Allowed Claim or
Interest or a Disallowed Claim or Interest, as the case may be.

     1.35 DISTRIBUTION DATE means the date, occurring on or as soon as
practicable after the Effective Date, upon which the Disbursing Agent first
makes distributions to Holders of Allowed Claims and Allowed Interests as
provided in Article VI hereof.

     1.36 DISTRIBUTION RECORD DATE means the record date for purposes of making
distributions under the Plan on account of or in exchange for Allowed Claims
and Allowed Interests, which date shall be designated in an order of the
Bankruptcy Court or shall be the third (3rd) Business Day after the
Confirmation Date.


                                     PLAN-8
<PAGE>

     1.37 EFFECTIVE DATE means the Business Day the Plan becomes effective as
provided in Article IX hereof.

     1.38 ESTATE(S) means the estate(s) of any of the Debtors in the Chapter 11
Cases created under section 541 of the Bankruptcy Code.

     1.39 EXISTING NOTES means, individually and collectively, the Senior Notes
and the Senior Discount Notes.

     1.40 EXISTING NOTES CLAIM means a Claim arising from an Existing Note.

     1.41 EXISTING NOTES TRUSTEE means the respective indenture trustees for
each series of the Existing Notes.

     1.42 FILE, FILED OR FILING means file, filed or filing with the Bankruptcy
Court or its authorized designee in the Chapter 11 Cases.

     1.43 FINAL ORDER means an order or judgment, the operation or effect of
which has not been stayed, reversed, or amended and as to which order or
judgment (or any revision, modification, or amendment thereof) the time to
appeal or seek review or rehearing has expired and as to which no appeal or
petition for review or rehearing was filed or, if filed, remains pending.

     1.44 GENERAL UNSECURED CLAIM means a prepetition unsecured Claim that is
not entitled to priority under section 507 of the Bankruptcy Code, including
all Intercompany Claims but excluding a Senior Note Claim and a Senior Discount
Note Claim.

     1.45 HOLDER means an entity holding a Claim or Interest and, with respect
to the Senior Notes and the Senior Discount Notes, the beneficial holder as of
the applicable Voting Record Date or any authorized agent who has completed and
executed a Ballot or on whose behalf a Master Ballot has been completed and
executed in accordance with the voting instructions.

     1.46 IMPAIRED means, when used with reference to a Claim or Interest, a
Claim or Interest that is impaired within the meaning of section 1124 of the
Bankruptcy Code.

     1.47 INDENTURE(S) means, individually and collectively, the indentures
under which the Senior Notes and the Senior Discount Notes were issued, as such
indentures are or have been amended or supplemented from time to time in
accordance with the terms thereof.

     1.48 INTERCOMPANY CLAIM means, collectively, any Claim held by a Debtor or
subsidiary of a Debtor against another Debtor or subsidiary or affiliate of a
Debtor as of the Effective Date, including, without limitation, (a) any account
reflecting intercompany book entries by such party with respect to another such
party, (b) any such Claim not reflected in such book entries that is held by
such party against another such party, and (c) any derivative Claim asserted by
or on behalf of such party against another such party.

     1.49 INTEREST means the legal, equitable, contractual, and other rights of
any Person with respect to ownership interests, common stock, membership
interests, or partnership interests in any Debtor, including, without
limitation, any rights represented by any issued and outstanding instrument
evidencing an ownership interest in a Debtor, whether or not transferable, and
any option, warrant, or right, contractual or otherwise, to purchase, sell,
subscribe for, or otherwise acquire or receive any such interest, including but
not limited to Common Stock and (a) conversion, exchange, voting participation,
and dividend rights, (b) stock options, warrants, and put rights, and (c) share
appreciation rights with respect to the Common Stock.

     1.50 LIEN means a charge against or interest in property to secure payment
of a debt or performance of an obligation.

     1.51 LITIGATION CLAIMS means the claims, rights of action, suits or
proceedings, whether in law or in equity, whether known or unknown, that the
Debtors or their Estates may hold against any Person.

     1.52 MASTER BALLOT means the Ballot provided to a bank, brokerage firm or
other nominee, or any agent or proxy Holder thereof, holding Existing Notes in
its own name on behalf of a beneficial owner, or any agent thereof.


                                     PLAN-9
<PAGE>

     1.53 NEW NOTES means, collectively, the New Senior Notes and the New
Senior Discount Notes.

     1.54 NEW SENIOR DISCOUNT NOTES means approximately $193.8 million of new
senior discount notes (equal to 65% of the accreted amount of Senior Discount
Notes as of the Effective Date) to be issued under the Plan by Alamosa Delaware
to Holders of Senior Discount Notes in partial satisfaction of their Senior
Discount Note Claims.

     1.55 NEW SENIOR NOTES means $260 million of new senior notes to be issued
under the Plan by Alamosa Delaware to Holders of Senior Notes in partial
satisfaction of their Senior Note Claims.

     1.56 NOTEHOLDER COMMITTEE means the prepetition ad hoc committee of
holders of the Existing Notes who represent approximately 45% of the Existing
Notes and are parties to the Plan Support Agreement.

     1.57 NOTEHOLDER COMMITTEE ADVISORS means Chanin Capital Partners LLC as
financial advisors and Paul, Weiss, Rifkind, Wharton & Garrison LLP as legal
advisors to the Noteholder Committee.

     1.58 OTHER PRIORITY CLAIM means a Claim entitled to priority under section
507(a) of the Bankruptcy Code other than a Priority Tax Claim or an
Administrative Claim.

     1.59 OTHER SECURED CLAIM means a Claim, other than a Senior Secured Lender
Claim, that is secured by a lien on property in which one or more of the
Debtors' Estates has an interest or that is subject to setoff under section 553
of the Bankruptcy Code, to the extent of the value of the Claim Holder's
interest in the Estate's interest in such property or to the extent of the
amount subject to setoff, as applicable, as determined pursuant to section
506(a) of the Bankruptcy Code or, in the case of setoff, pursuant to section
553 of the Bankruptcy Code.

     1.60 PARENT means Alamosa Holdings, Inc., a Delaware corporation.

     1.61 PERSON means an individual, corporation, partnership, joint venture,
association, joint stock company, limited liability company, limited liability
partnership, trust, trustee, United States Trustee, estate, unincorporated
organization, government, governmental unit (as defined in the Bankruptcy
Code), agency, or political subdivision thereof, or other entity.

     1.62 PETITION DATE means the date on which the Debtors file their
Petitions for relief commencing the Chapter 11 Cases.

     1.63 PLAN means this Chapter 11 joint prepackaged plan of reorganization,
including the Plan Supplement and all supplements, appendices and schedules
thereto, either in its present form or as the same may be altered, amended or
modified from time to time.

     1.64 PLAN DOCUMENTS means the documents to be executed in connection with
consummation of the Plan, including, without limitation, the indentures for the
New Notes, the Preferred Stock and CVR Agreement.

     1.65 PLAN SUPPLEMENT means the compilation of documents and form of
documents specified in the Plan (including any exhibits to the Plan) to be
filed as set forth in Article XII hereof.

     1.66 PLAN SUPPORT AGREEMENT means that certain agreement dated on or about
September 11, 2003, wherein certain Holders of Existing Notes have agreed to
vote in favor of this Plan.

     1.67 PREFERRED STOCK means the Series B Convertible Preferred Stock to be
issued under the Plan to Holders of Senior Note Claims and Senior Discount Note
Claims in partial satisfaction of their Claims.

     1.68 PREFERRED UNITS means the Units (each to consist of one share of
Preferred Stock and 73.61 CVRs) to be issued under the Plan to Holders of
Senior Note Claims and Senior Discount Note Claims in partial satisfaction of
their Claims.

     1.69 PRIORITY TAX CLAIM means a Claim that is entitled to priority under
sections 502(i) or 507(a)(8) of the Bankruptcy Code.

     1.70 PROFESSIONAL means (a) any professional employed in the Chapter 11
Cases pursuant to section 327 or 1103 of the Bankruptcy Code or otherwise and
(b) any professional or other entity seeking compensation or reimbursement of
expenses in connection with the Chapter 11 Cases pursuant to section 503(b)(4)
of the Bankruptcy Code.


                                    PLAN-10
<PAGE>

     1.71 PROFESSIONAL FEE CLAIM means a Claim of a Professional for
compensation for services rendered, and/or reimbursement of costs and expenses
incurred, after the Petition Date and prior to and including the Confirmation
Date.

     1.72 REINSTATE, REINSTATED OR REINSTATEMENT means (i) leaving unaltered
the legal, equitable, and contractual rights to which a Claim or Interest
entitles the Holder of such Claim or Interest so as to leave such Claim or
Interest unimpaired in accordance with section 1124 of the Bankruptcy Code or
(ii) notwithstanding any contractual provision or applicable law that entitles
the Holder of such Claim or Interest to demand or receive accelerated payment
of such Claim or Interest after the occurrence of a default, (a) curing any
such default that occurred before or after the Petition Date, other than a
default of a kind specified in section 365(b)(2) of the Bankruptcy Code; (b)
reinstating the maturity of such Claim or Interest as such maturity existed
before such default; (c) compensating the Holder of such Claim or Interest for
any damages incurred as a result of any reasonable reliance by such Holder on
such contractual provision or such applicable law; and (d) not otherwise
altering the legal, equitable, or contractual rights to which such Claim or
Interest entitles the Holder of such Claim or Interest; provided, however, that
any contractual right that does not pertain to the payment when due of
principal and interest on the obligation on which such Claim or Interest is
based, including, but not limited to, financial covenant ratios, negative
pledge covenants, covenants or restrictions on merger or consolidation, and
affirmative covenants regarding corporate existence, prohibiting certain
transactions or actions contemplated by the Plan, or conditioning such
transactions or actions on certain factors, shall not be required to be
reinstated in order to accomplish Reinstatement.

     1.73 REORGANIZED means the identified entity on and after the Effective
Date.

     1.74 SECURITIES ACT means the Securities Act of 1933, 15 U.S.C.  Section
Section  77c-77aa, as amended from time to time and any successor statutes.

     1.75 SENIOR DISCOUNT NOTE CLAIM means, a Claim of a Holder of Senior
Discount Notes arising under or as a result of the Senior Discount Notes
Indenture based upon the accreted amount of such obligation as of the date
measured.

     1.76 SENIOR DISCOUNT NOTES means those certain 12.875% Senior Discount
Notes due 2010 issued by Alamosa Delaware and guaranteed by the Subsidiary
Guarantors and Parent under that certain Indenture dated as of February 1,
2000, as amended.

     1.77 SENIOR DISCOUNT NOTES TRUSTEE means the indenture trustee for the
Senior Discount Notes.

     1.78 SENIOR NOTE CLAIM means, a Claim of a Holder of Senior Notes arising
under or as a result of the applicable Senior Notes Indenture.

     1.79 SENIOR NOTES means, collectively, the 12.5% Senior Notes and the
13.625% Senior Notes.

     1.80 SENIOR NOTES TRUSTEE means the respective indenture trustees for each
series of the Senior Notes.

     1.81 SENIOR SECURED LENDERS means, individually and collectively, the
"Lenders" under the Credit Agreement as of the Petition Date.

     1.82 SENIOR SECURED LENDER CLAIM means a Claim of a Senior Secured Lender
that arises under the Credit Agreement.

     1.83 SOLICITATION AGENT means Wells Fargo Bank Minnesota, N.A., in its
capacity as information, balloting, voting and noticing agent for the Debtors.

     1.84 SPRINT AGREEMENTS means the Management Agreements and Services
Agreements between Sprint Spectrum L.P. and certain subsidiaries of Parent,
which govern the relationship between the parties, as amended or modified.

     1.85 SUBSIDIARY GUARANTORS means, collectively, the Debtors, other than
Parent, APCSH and Alamosa Delaware, each of which have guaranteed the
obligations of Alamosa Delaware under each of the Indentures related to the
Existing Notes.

     1.86 UNIMPAIRED CLAIM means a Claim that is not Impaired under the Plan.

                                    PLAN-11
<PAGE>

     1.87 VOTING DEADLINE means October 10, 2003.

     1.88 VOTING RECORD DATE means August 29, 2003.

C. RULES OF INTERPRETATION

     1. General

     For purposes of the Plan, (a) any reference in the Plan to a contract,
instrument, release, indenture, or other agreement or document as being in a
particular form or on particular terms and conditions means that such document
shall be substantially in such form or substantially on such terms and
conditions, (b) any reference in the Plan to an existing document or exhibit
filed or to be filed means such document or exhibit as it may have been or may
be amended, modified, or supplemented, (c) unless otherwise specified, all
references in the Plan to sections, Articles, schedules, and exhibits are
references to sections, Articles, schedules, and exhibits of or to the Plan,
(d) the words "herein" and "hereto" refer to the Plan in its entirety rather
than to a particular portion of the Plan, (e) captions and headings to Articles
and sections are inserted for convenience of reference only and are not
intended to be a part of or to affect the interpretation of the Plan, and (f)
the rules of construction set forth in section 102 of the Bankruptcy Code and
in the Bankruptcy Rules shall apply.

     2. "Including"

     As used in this Plan, "including" means "including without limitation."

     3. "On"

     With reference to any distribution under the Plan, "on" a date means on or
as soon as reasonably practicable after that date.

     4. "Contra Proferentum" Rule Not Applicable

     This Plan is the product of extensive discussions and negotiations between
and among, inter alia, Alamosa, and certain Holders of Existing Notes. Each of
the foregoing was represented by counsel who either participated in the
formulation and documentation of, or was afforded the opportunity to review and
provide comments on, the Plan, the Disclosure Statement, and the documents
ancillary thereto. Accordingly, the general rule of contract construction known
as "contra proferentum" shall not apply to the interpretation of any provision
of this Plan, the Disclosure Statement, or any agreement or document generated
in connection herewith.

D. COMPUTATION OF TIME

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


                                   ARTICLE II

                    CLASSIFICATION OF CLAIMS AND INTERESTS

     All Claims and Interests, except Administrative Claims and Priority Tax
Claims, are placed in the Classes set forth below. The Plan does not provide
for substantive consolidation of the Debtors' Estates. In accordance with
section 1123(a)(1) of the Bankruptcy Code, Administrative Claims and Priority
Tax Claims, as described below, have not been classified and holders of such
Claims are not entitled to vote on the Plan. A Claim or Interest is placed in a
particular Class only to the extent that the Claim or Interest falls within the
description of that Class and is classified in other Classes to the extent that
any portion of the Claim or Interest falls within the description of such other
Classes. A Claim or Interest is also placed in a particular Class for the
purpose of receiving distributions pursuant to the Plan only to the extent that
such Claim or Interest is an Allowed Claim or Interest in that Class and such
Claim or Interest has not been paid, released or otherwise settled prior to the
Effective Date.

     Each Class of Claims and Interests consists of sub-Classes of all such
claims against or Interests in a single Debtor for all purposes under the
Bankruptcy Code and the Plan, including for voting purposes, and each Class
includes all such Claims against or Interests in all Debtors.


                                    PLAN-12
<PAGE>

     2.1 UNCLASSIFIED CLAIMS (NOT ENTITLED TO VOTE ON THE PLAN).

     (a) Administrative Claims.

     (b) Priority Tax Claims.

     2.2 UNIMPAIRED CLASSES OF CLAIMS (DEEMED TO HAVE ACCEPTED THE PLAN AND,
THEREFORE, NOT ENTITLED TO VOTE ON THE PLAN).

     (a) Class 1: Class 1 consists of all Senior Secured Lender Claims.

     (b) Class 2: Class 2 consists of all Other Secured Claims.

     (c) Class 3: Class 3 consists of all Other Priority Claims.

     (d) Class 6: Class 6 consists of all General Unsecured Claims.

     2.3 IMPAIRED CLASSES OF CLAIMS (CLASSES 4 AND 5 ARE ENTITLED TO VOTE ON
THE PLAN).

     (a) Class 4: Class 4 consists of all Senior Note Claims.

     (b) Class 5: Class 5 consists of all Senior Discount Note Claims.

     2.4 UNIMPAIRED CLASS OF INTERESTS (DEEMED TO HAVE ACCEPTED THE PLAN AND,
THEREFORE, NOT ENTITLED TO VOTE ON THE PLAN).

     (a) Class 7: Class 7 consists of all Interests.


                                  ARTICLE III

                       TREATMENT OF CLAIMS AND INTERESTS

     3.1 UNCLASSIFIED CLAIMS.

     (a) Administrative Claims. The legal and equitable rights of the Holders
of Administrative Claims against each of the Debtors are Unimpaired by the
Plan. Subject to the provisions of sections 330(a), 331 and 503(b) of the
Bankruptcy Code, each holder of an Administrative Claim shall receive in full
satisfaction, settlement, release and discharge of and in exchange for such
Allowed Administrative Claim, at the election of the respective Debtor, (a)
Cash, in such amounts as are incurred in the ordinary course of business by
such Debtors, or in such amounts as such Administrative Claim is Allowed by the
Bankruptcy Court upon the later of the Effective Date or the date upon which
there is a Final Order allowing such Administrative Claim, (b) upon such other
terms as may exist in the ordinary course of such Debtor's business or (c) upon
such other less favorable terms as may be agreed upon between the Holder of
such Administrative Claim and such Debtor.

     (b) Priority Tax Claims. The legal and equitable rights of the Holders of
Priority Tax Claims are Unimpaired by the Plan. On, or as soon as reasonably
practicable after the later of (i) the Distribution Date if such Priority Tax
Claim is an Allowed Priority Tax Claim as of the Effective Date or (ii) the
date on which such Priority Tax Claim becomes an Allowed Priority Tax Claim,
each Holder of an Allowed Priority Tax Claim shall receive in full
satisfaction, settlement, release and discharge of, and in exchange for such
Allowed Priority Tax Claim, at the election of the respective Debtor, (a) Cash,
equal to the unpaid portion of such Allowed Priority Tax Claim, (b) such other
treatment as to which such Debtor or such Reorganized Debtor and the Holder of
such Allowed Priority Tax Claim shall have agreed upon in writing, or (c) such
other treatment required to Reinstate such Allowed Priority Tax Claim;
provided, however, that such Debtor reserves the right to pay any Allowed
Priority Tax Claim, or any remaining balance of any Allowed Priority Tax Claim,
in full at any time on or after the Distribution Date without premium or
penalty; provided, further, that no holder of an Allowed Priority Tax Claim
shall be entitled to any payments on account of interest accruing or penalty
arising after the Petition Date with respect to or in connection with such
Allowed Priority Tax Claim; provided, further, any Allowed Priority Tax Claim
not due and owing on the Effective Date will be paid in accordance with this
section when such Allowed Priority Tax Claim becomes due and owing.


                                    PLAN-13
<PAGE>

     3.2 UNIMPAIRED CLASSES OF CLAIMS.

     (a) Class 1: Senior Secured Lender Claims. The Senior Secured Lender
Claims are Allowed Claims under the Plan to the full extent of the Senior
Secured Lenders' rights and entitlements, fixed or contingent, under the Credit
Agreement, including the amount of all principal and accrued interest payable
from time to time under the Credit Agreement and all current and future rights
and entitlements of the Senior Secured Lenders in respect of letters of credit
issued thereunder. The legal, equitable and contractual rights of the Holders
of Allowed Senior Secured Lender Claims are Unimpaired. Without limiting the
generality of the foregoing, the Senior Secured Lender Claims shall not be
discharged and shall be Reinstated on the Effective Date, and all of the
obligations and duties of each of the Debtors under the Credit Agreement are
deemed assumed as of the Effective Date by the Debtors, and the Credit
Agreement shall be enforceable against each of the Debtors in accordance with
its terms.

     (b) Class 2: Other Secured Claims. The legal, equitable and contractual
rights of the Holders of Allowed Other Secured Claims are Unimpaired by the
Plan and all such Claims shall be Reinstated on the Effective Date.

     (c) Class 3. Other Priority Claims. The legal, equitable and contractual
rights of the Holders of Allowed Other Priority Claims are Unimpaired by the
Plan and all such Claims shall be Reinstated on the Effective Date.

     (d) Class 6: General Unsecured Claims. The legal, equitable and
contractual rights of the Holders of General Unsecured Claims are Unimpaired by
the Plan and all such Claims shall be Reinstated on the Effective Date.

     3.3 IMPAIRED CLASSES OF CLAIMS.

     (a) Class 4: Senior Note Claims. On or as soon as reasonably practicable
after the Effective Date, each Holder of Senior Notes as of the Distribution
Record Date shall receive, in full satisfaction, release, and discharge of its
Allowed Senior Note Claims against all Debtors arising under such Senior Notes
shall receive for each $1,000 principal amount of such Senior Notes, (i) $650
of New Senior Notes, (ii) one (1) Preferred Unit, and (iii) its pro rata share,
in Cash, of any accrued and unpaid interest due, up to the Effective Date, on
the Senior Notes.

     (b) Class 5: Senior Discount Note Claims.  On or as soon as reasonably
practicable after the Effective Date, each Holder of Senior Discount Notes as
of the Distribution Record Date shall receive, in full satisfaction, release,
and discharge of its Allowed Senior Discount Note Claims against all Debtors
arising under such Senior Discount Notes shall receive, for each $1,000
accreted amount of such Senior Discount Notes as of the Effective Date, (i)
$650 original issue amount of New Senior Discount Notes, and (ii) one (1)
Preferred Unit.

     3.4 UNIMPAIRED CLASS OF INTERESTS.

     (a) Class 7: Interests. The legal, equitable and contractual rights of the
Holders of Allowed Interests in each of the Debtors are Unimpaired by the Plan
and all such Interests will be Reinstated on the Effective Date.

     3.5 SPECIAL PROVISION REGARDING UNIMPAIRED CLAIMS AND UNIMPAIRED
INTERESTS. Except as otherwise provided in the Plan, the Confirmation Order,
any other order of the Bankruptcy Court, or any document or agreement
enforceable pursuant to the terms of the Plan, nothing shall affect the
Debtors' or Reorganized Debtors' rights and defenses, both legal and equitable,
with respect to any Unimpaired Claims and Unimpaired Interests, including, but
not limited to, all rights with respect to legal and equitable defenses to
setoff or recoupment against Unimpaired Claims and Unimpaired Interests under
applicable bankruptcy, state or other laws.

     3.6 ALLOWED CLAIMS AND INTERESTS. Notwithstanding any provision herein to
the contrary, the Disbursing Agent shall make distributions only to Holders of
Allowed Claims and Interests. No Holder of a Disputed Claim or Interest shall
receive any distribution on account thereof until and to the extent that its
Disputed Claim or Interest becomes an Allowed Claim or Interest. The presence
of a Disputed Claim or Interest in any Class shall not be a cause to delay
distribution to Allowed Claims or Interests in that Class or in any junior
Classes.


                                    PLAN-14
<PAGE>

     3.7 ALTERNATIVE TREATMENT. Notwithstanding any provision to the contrary
contained in this Plan, any Holder of an Allowed Claim or Interest may receive,
in lieu of the distribution or treatment to which it is entitled under this
Plan, any other distribution or treatment to which it and the applicable Debtor
may agree in writing.

     3.8 POSTPETITION INTEREST. In accordance with section 502(b)(2) of the
Bankruptcy Code, the amount of all Claims against the Debtors shall be
calculated as of the Petition Date. Except as otherwise explicitly provided in
this Plan or in an order of the Bankruptcy Court, no Holder of an Allowed Claim
(other than Senior Secured Lender Claims as provided in the Credit Agreement)
shall be entitled to postpetition interest or the payment by the Debtors or
Reorganized Debtors of postpetition interest on account of such Claim for any
purpose; provided, however, that Holders of Unimpaired Claims shall be entitled
to postpetition interest to the extent required by applicable law.

                                   ARTICLE IV

                     MEANS FOR IMPLEMENTATION OF THE PLAN

     4.1 CONTINUED CORPORATE EXISTENCE AND VESTING OF ASSETS IN THE REORGANIZED
DEBTORS. After the Effective Date, the Reorganized Debtors shall continue to
exist as separate corporate or other business entities, in accordance with the
applicable law in the respective jurisdictions in which they are incorporated
or formed and pursuant to their respective certificates or articles of
incorporation and by-laws or other governing documents in effect prior to the
Effective Date, except to the extent such certificates or articles of
incorporation and by-laws or other governing documents are amended and restated
under the Plan. Except as otherwise provided in the Plan, on and after the
Effective Date, all property of each of the Debtors' respective Estates,
including all claims, rights and causes of action and any property acquired by
the Debtors or the Reorganized Debtors under or in connection with the Plan,
shall vest in the respective Reorganized Debtors free and clear of all Claims,
liens, charges, other encumbrances and interests except with respect to Claims
that are Unimpaired under the Plan. On and after the Effective Date, the
Reorganized Debtors may operate their businesses and may use, acquire and
dispose of property and compromise or settle any Claims without supervision of
or approval by the Bankruptcy Court and free and clear of any restrictions of
the Bankruptcy Code or the Bankruptcy Rules other than restrictions expressly
imposed by the Plan or the Confirmation Order. Without limiting the foregoing,
the Reorganized Debtors may pay the charges that they incur on or after the
Confirmation Date for Professionals' fees, disbursements, expenses or related
support services without application to the Bankruptcy Court.

     4.2 CORPORATE GOVERNANCE, DIRECTORS, MANAGERS AND OFFICERS, AND CORPORATE
ACTION.

     (a) Certificate of Incorporation and By-laws. The certificates or articles
of incorporation and by-laws or other governing documents of each of the
Debtors shall be amended as necessary to satisfy the provisions of the Plan and
the Bankruptcy Code, and shall include, among other things, (i) pursuant to
section 1123(a)(6) of the Bankruptcy Code, a provision prohibiting the issuance
of non-voting equity securities, but only to the extent required by section
1123(a)(6) of the Bankruptcy Code; and (ii) a provision authorizing the
distributions to be made pursuant to the Plan. After the Effective Date, the
Reorganized Debtors may amend and restate their respective amended certificates
or articles of incorporation and by-laws or other governing documents as
permitted by applicable law.

     (b) Directors, Managers and Officers of the Reorganized Debtors. Subject
to any requirement of Bankruptcy Court approval pursuant to section 1129(a)(5)
of the Bankruptcy Code, as of the Effective Date, the initial officers,
directors and managers of the respective Reorganized Debtors shall be the
officers, directors and managers of the respective Debtors immediately prior to
the Effective Date. Each such director, manager and officer shall serve from
and after the Effective Date pursuant to the terms of the relevant certificates
or articles of incorporation and by-laws or other governing documents of each
of the Reorganized Debtors, and applicable law.

     (c) Corporate Action. The entry of the Confirmation Order shall constitute
authorization of the adoption of any contemplated amendments to the applicable
certificates of incorporation or similar


                                    PLAN-15
<PAGE>

constituent documents, the selection of directors or managers and officers for
each of the Reorganized Debtors, and all other actions contemplated by the
Plan. All matters provided for in the Plan involving the corporate structure of
each of the Reorganized Debtors, and any corporate action required by each of
the Debtors in connection with the Plan, shall be deemed to have occurred and
shall be in effect without any requirement of further action by the security
Holders or directors or managers of each of the Reorganized Debtors. On the
Effective Date, the appropriate officers of each of the Reorganized Debtors and
the directors or managers of each of the Reorganized Debtors shall be
authorized and directed to issue, execute and deliver, the agreements,
documents, securities and instruments contemplated by the Plan, including the
New Notes and the Preferred Units, in the name of and on behalf of each of the
Reorganized Debtors.

     4.3 ISSUANCE OF NEW NOTES AND PREFERRED UNITS. On or as soon as reasonably
practicable after the Effective Date, the Reorganized Debtors shall, in
accordance with the terms of the Plan, issue and exchange, as necessary, for
the benefit of Holders of Existing Note Claims, such New Notes and Preferred
Units as are required by the Plan. The issuance of the New Notes and Preferred
Units shall be authorized without the need for any further corporate action.

     4.4 CANCELLATION OF EXISTING NOTES. On the Effective Date, except as
otherwise provided for herein, (i) the Existing Notes and any other notes,
bonds (with the exception of surety bonds outstanding), Indentures or other
instruments or documents evidencing or creating any indebtedness or obligations
of Debtors, except such notes or other instruments evidencing indebtedness or
obligations of the Debtors that are Unimpaired, Reinstated, or amended and
restated under the Plan, shall be cancelled and of no further force or effect
without any further action of the Bankruptcy Court or any Person, and (ii) the
obligations of the Debtors under any agreements, Indentures or certificates of
designation governing the Existing Notes and any other notes, bonds, indentures
or other instruments or documents evidencing or creating any indebtedness or
obligations of the Debtors, except such notes or other instruments evidencing
indebtedness or obligations of the Debtors that are Unimpaired, Reinstated or
amended and restated under the Plan, as the case may be, shall be discharged;
provided, however, that each Indenture or other agreement that governs the
rights of Existing Notes Claims shall continue in effect solely for the purpose
of allowing the Existing Notes Trustee to make distributions on account of such
Claims under the Plan.

     4.5 EFFECTUATING DOCUMENTS AND FURTHER TRANSACTIONS. Each of the Debtors
or the Reorganized Debtors, as appropriate, is authorized to and, on or prior
to the Effective Date, shall execute, deliver, file or record such contracts,
instruments, releases and other agreements or documents and take such actions
as may be necessary or appropriate to effectuate, implement and further
evidence the terms and conditions of the Plan and any notes or securities
issued pursuant to the Plan.

     4.6 SOURCES OF CASH FOR PLAN DISTRIBUTIONS. Except as otherwise provided
in the Plan or the Confirmation Order, all Cash necessary for the Reorganized
Debtors to make payments pursuant to the Plan shall be obtained from existing
Cash balances.

     4.7 EXEMPTION FROM CERTAIN TAXES. Pursuant to section 1146(c) of the
Bankruptcy Code, (a) the issuance, transfer or exchange of notes or equity
securities under the Plan; (b) the creation of any mortgage, deed of trust,
lien, pledge or other security interest; (c) the making or assignment of any
lease or sublease; or (d) the making or delivery of any deed or other
instrument of transfer under, in furtherance of, or in connection with, the
Plan, including, without limitation, any merger agreements; agreements of
consolidation, restructuring, disposition, liquidation or dissolution; deeds;
bills of sale; and transfers of tangible property, shall not be subject to any
stamp tax, recording tax, personal property tax, real estate transfer tax,
sales or use tax or other similar tax. Any transfers from any of the Debtors to
any of the Reorganized Debtors or otherwise pursuant to the Plan shall not be
subject to any such taxes, and the Confirmation Order shall direct the
appropriate state or local governmental officials or agents to forego the
collection of any such tax or governmental assessment and to accept for filing
and recordation any of the foregoing instruments or other documents without the
payment of any such tax or governmental assessment. Unless the Bankruptcy Court
orders otherwise, any of the foregoing transactions taken on or prior to the
Effective Date shall be deemed to have been in furtherance of, or in connection
with, the Plan.


                                    PLAN-16
<PAGE>

                                   ARTICLE V


                      ACCEPTANCE OR REJECTION OF THE PLAN

     5.1 CLASSES ENTITLED TO VOTE. Classes 4 and 5 are entitled to vote to
accept or reject the Plan. By operation of law, each Unimpaired Class of Claims
and Interests is deemed to have accepted the Plan and, therefore, is not
entitled to vote to accept or reject the Plan. Classes 1, 2, 3, 6, and 7 are
deemed to have accepted the Plan.

     5.2 ACCEPTANCE BY IMPAIRED CLASSES. An Impaired Class of Claims shall have
accepted the Plan if (a) the Holders (other than any Holder designated under
section 1126(e) of the Bankruptcy Code) of at least two-thirds in amount of the
Allowed Claims actually voting in such Class have voted to accept the Plan and
(b) the Holders (other than any Holder designated under section 1126(e) of the
Bankruptcy Code) of more than one-half (1/2) in number of the Allowed Claims
actually voting in such Class have voted to accept the Plan.

     5.3 CRAMDOWN. To the extent permitted by section 1129(b) of the Bankruptcy
Code, the Debtors will request Confirmation of the Plan, as it may be modified
from time to time, under section 1129(b) of the Bankruptcy Code with respect to
any Class which rejects, or is deemed to have rejected, the Plan.

                                   ARTICLE VI

                      PROVISIONS GOVERNING DISTRIBUTIONS

     6.1 DISTRIBUTIONS FOR CLAIMS OR INTERESTS ALLOWED AS OF THE EFFECTIVE
DATE. Except as otherwise provided herein or as ordered by the Bankruptcy
Court, distributions to be made on account of Claims or Interests that are
Allowed as of the Effective Date shall be made on the Distribution Date or as
soon thereafter as is practicable. Any distribution to be made pursuant to the
Plan shall be deemed as having been made on the Effective Date if such
distribution is made on the Effective Date or as soon thereafter as is
practicable. Any payment or distribution required to be made under the Plan on
a day other than a Business Day shall be made on the next succeeding Business
Day. Distributions on account of Claims or Interests that first become Allowed
Claims or Interests after the Effective Date shall be made pursuant to Article
VII of the Plan. Notwithstanding the date on which any distribution of
securities is made to a Holder of a Claim or Interest that is an Allowed Claim
or Allowed Interest on the Effective Date, as of the date of the distribution,
such Holder shall be deemed to have the rights of a Holder of such securities
distributed as of the Effective Date.

     6.2 DISTRIBUTIONS BY THE DISBURSING AGENT. The Disbursing Agent shall make
all distributions required to be distributed under the Plan. However,
distributions on account of Existing Note Claims shall be made to the
respective Existing Notes Trustee. The Reorganized Debtors may employ or
contract with other entities to assist in or make the distributions required by
the Plan.

     6.3 DELIVERY OF DISTRIBUTIONS AND UNDELIVERABLE OR UNCLAIMED
DISTRIBUTIONS.

     (a) Delivery of Distributions in General. Distributions to Holders of
Allowed Claims and Allowed Interests shall be made at the addresses set forth
in the Debtors' records or as otherwise available to the Debtors, the Bank
Agents, the Existing Notes Trustees, or any other agent or servicer, unless
such addresses are superseded by proofs of claim or transfers of claim filed
pursuant to Bankruptcy Rule 3001.

     (b) Undeliverable and Unclaimed Distributions.

          (i) Holding of Undeliverable and Unclaimed Distributions. If the
     distribution to any Holder of an Allowed Claim or Interest is returned to
     the Disbursing Agent as undeliverable or is otherwise unclaimed, no further
     distributions shall be made to such Holder unless and until the Disbursing
     Agent is notified in writing of such Holder's then current address.

          (ii) After Distributions Become Deliverable. The Disbursing Agent
     shall make all distributions that have become deliverable or have been
     claimed since the Distribution Date as soon as practicable after such
     distribution has become deliverable.


                                    PLAN-17
<PAGE>

          (iii) Failure to Claim Undeliverable Distributions. Any Holder of an
     Allowed Claim or Interest that does not assert a claim pursuant to the Plan
     for an undeliverable or unclaimed distribution within one (1) year after
     the Effective Date shall be deemed to have forfeited its claim for such
     undeliverable or unclaimed distribution and shall be forever barred and
     enjoined from asserting any such claim for an undeliverable or unclaimed
     distribution against the Disbursing Agent, the Debtors or their Estates,
     the Reorganized Debtors, or their property. In such cases, any Cash for
     distribution on account of such claims for undeliverable or unclaimed
     distributions shall become the property of the Estates free of any
     restrictions thereon and notwithstanding any federal or state escheat laws
     to the contrary, subject to the liens of the Senior Secured Lenders. Any
     New Notes or Preferred Units held for distribution on account of such Claim
     or Interest shall be canceled and of no further force or effect. Nothing
     contained in the Plan shall require any Disbursing Agent, including, but
     not limited to, the Reorganized Debtors, to attempt to locate any Holder of
     an Allowed Claim or Interest.

     6.4 RECORD DATE FOR DISTRIBUTIONS. As of the close of business on the
Distribution Record Date, the transfer register for the Existing Notes, as
maintained by the Debtors, the Existing Notes Trustee, any other applicable
trustee or their respective agents shall be closed and the transfer of such
securities or any interest thereon prohibited. The Disbursing Agent will have
no obligation to recognize the transfer of, or the sale of any participation
in, any Allowed Claim or Interest that occurs after the close of business on
the Distribution Record Date, and will be entitled for all purposes herein to
recognize and distribute only to those Holders of Allowed Claims and Interests
who are Holders of such Claims or Interest, or participants therein, as of the
close of business on the Distribution Record Date. The Disbursing Agent and the
Reorganized Debtors shall instead be entitled to recognize and deal for all
purposes under the Plan with only those record Holders stated on any official
register as of the close of business on the Distribution Record Date.

     6.5 ALLOCATION OF PLAN DISTRIBUTIONS BETWEEN PRINCIPAL AND INTEREST. To
the extent that any Allowed Claim entitled to a distribution under the Plan is
comprised of indebtedness and accrued but unpaid interest thereon, such
distribution shall, for federal income tax purposes, be allocated to the
principal amount of the Claim first and then, to the extent the consideration
exceeds the principal amount of the claim, to the portion of such Claim
representing accrued but unpaid interest.

     6.6 MEANS OF CASH PAYMENT. Payments of Cash made pursuant to the Plan
shall be in U.S. dollars and shall be made, at the option and in the sole
discretion of the Reorganized Debtors, by (a) checks drawn on or (b) wire
transfers from a domestic bank selected by the Reorganized Debtors. Cash
payments to foreign creditors may be made, at the option of the Reorganized
Debtors, in such funds and by such means as are necessary or customary in a
particular foreign jurisdiction.

     6.7 WITHHOLDING AND REPORTING REQUIREMENTS. In connection with the Plan
and all distributions thereunder, the Reorganized Debtors shall comply with all
withholding and reporting requirements imposed by any federal, state, local or
foreign taxing authority, and all distributions hereunder shall be subject to
any such withholding and reporting requirements. The Reorganized Debtors under
the Plan shall be authorized to take any and all actions that may be necessary
or appropriate to comply with such withholding and reporting requirements.
Notwithstanding any other provision of the Plan, (i) each Holder of an Allowed
Claim or Interest that is to receive a distribution pursuant to the Plan shall
have sole and exclusive responsibility for the satisfaction and payment of any
tax obligations imposed by any governmental unit, including income, withholding
and other tax obligations, on account of such distribution, and (ii) the
Disbursing Agent shall have the right, but not the obligation, to withhold any
distribution to or on behalf of such Holder pursuant to the Plan unless and
until such Holder has made arrangements satisfactory to the Disbursing Agent
for the payment and satisfaction of such tax obligations or has, to the
Disbursing Agent's satisfaction, established an exemption therefrom. Any
property to be distributed pursuant to the Plan shall, pending the
implementation of such arrangements, be treated as undeliverable pursuant to
the Plan.

     6.8 SETOFFS. Except as provided in the Plan, the Reorganized Debtors may,
pursuant to section 553 of the Bankruptcy Code or applicable nonbankruptcy law,
but shall not be required to, set off against any Claim and the payments or
other distributions to be made pursuant to the Plan in respect of such Claim,


                                    PLAN-18
<PAGE>

claims of any nature whatsoever that the Debtors or the Reorganized Debtors may
have against the Holder of such Claim; provided, however, that neither the
failure to do so nor the allowance of any Claim hereunder shall constitute a
waiver or release by the Reorganized Debtors of any such claim that the Debtors
or the Reorganized Debtors may have against such Holder.

     6.9 SURRENDER OF INSTRUMENTS OR SECURITIES. As a condition precedent to
receiving any distribution pursuant to the Plan on account of an Existing Notes
Claim, each Holder of an Allowed Existing Notes Claim shall be required to
tender all certificates or instruments relating to its Allowed Existing Notes
to such Claim to the applicable trustee or their agents, as applicable and to
the extent reasonably practicable, and shall be required to execute such other
documents as might be necessary to effectuate the Plan. All surrendered
Existing Notes shall be marked as cancelled.

     (a) Failure to Surrender Instruments. Any Holder of Existing Notes who
fails to surrender the applicable Existing Notes required to be tendered under
the Plan or who fails to deliver an affidavit of loss or such other documents
as might be required by the relevant trustee or agent, together with an
indemnity in the customary form within one (1) year after the Effective Date,
shall have its Claim and its distribution pursuant to the Plan on account of
such Existing Notes discharged and forfeited and shall not participate in any
distribution under the Plan. Any property in respect of such forfeited Claims
would revert to the Reorganized Debtors.

     6.10 LOST, STOLEN, MUTILATED OR DESTROYED SECURITIES. In addition to any
requirements under the Indentures or any other applicable agreement, any Holder
of an Existing Note that has been lost, stolen, mutilated or destroyed shall,
in lieu of surrendering such Existing Note, deliver to the Reorganized Debtors
or the applicable Existing Notes Trustee or their agents, as applicable: (i)
evidence reasonably satisfactory to the Reorganized Debtors and the applicable
Existing Notes Trustee of the loss, theft, mutilation or destruction; and (ii)
such security or indemnity as may be required by the Reorganized Debtors and
the applicable Existing Notes Trustee to hold the Reorganized Debtors or the
applicable Existing Notes Trustee harmless from any damages, liabilities or
costs incurred in treating such individual as a Holder of an Allowed Claim.
Upon compliance with this Article VI by a Holder of a Claim evidenced by an
Existing Note, such Holder shall, for all purposes under the Plan, be deemed to
have surrendered such instrument.

                                  ARTICLE VII

         PROCEDURES FOR RESOLVING DISPUTED, CONTINGENT AND UNLIQUIDATED
                              CLAIMS AND INTERESTS

     7.1 OBJECTION DEADLINE; PROSECUTION OF OBJECTIONS. Except as provided
otherwise in the Plan or by order of the Bankruptcy Court, Holders of Claims
and Interests shall not be required to file proofs of Claim or proofs of
Interest with the Bankruptcy Court. The amount and validity of any disputed,
contingent and/or unliquidated Claim or Interest shall be determined, resolved
or adjudicated, as the case may be, in the manner in which such Claim or
Interest would have been determined, resolved or adjudicated if the Chapter 11
Cases had not been commenced; provided, however, that the Debtors and the
Reorganized Debtors reserve the right to file with Bankruptcy Court, on or
before the claims objection deadline, an objection to any Claim or Interest
with respect to which the holder of such Claim or Interest has filed a proof of
Claim or proof of Interest, as applicable, in the Chapter 11 Cases. The Debtors
and the Reorganized Debtors shall be authorized to, and shall, resolve all
Disputed Claims and Disputed Interests by withdrawing or settling such
objections thereto, or by litigating to judgment in the Bankruptcy Court or
such other court having jurisdiction the validity, nature, and/or amount
thereof.

     In addition, any Debtor, Reorganized Debtor or the holder of a contingent
or unliquidated Claim may, at any time, request that the Bankruptcy Court
estimate any contingent or unliquidated Claim pursuant to section 502(c) of the
Bankruptcy Code regardless of whether such Debtor or Reorganized Debtor has
previously objected to such Claim or whether the Bankruptcy Court has ruled on
any such objection, and the Bankruptcy Court will retain jurisdiction to
estimate any Claim at any time during litigation concerning any objection to
any Claim, including during the pendency of any appeal relating to any such
objection. In the event the Bankruptcy Court estimates any contingent or
unliquidated Claim,


                                    PLAN-19
<PAGE>

that estimated amount will constitute either the Allowed amount of such Claim
or a maximum limitation on such Claim, as determined by the Bankruptcy Court.
If the estimated amount constitutes a maximum limitation on such Claim, the
Debtors may elect to pursue any supplemental proceedings to object to any
ultimate payment on such Claim. All of the aforementioned Claims objection,
estimation and resolution procedures are cumulative and are not necessarily
exclusive of one another. Claims may be estimated and thereafter resolved by
any permitted mechanism.

     7.2 NO DISTRIBUTIONS PENDING ALLOWANCE. Notwithstanding any other
provision of the Plan, no payments or distributions shall be made with respect
to all or, any portion of a Disputed Claim or Interest unless and until all
objections to such Disputed Claim or Interest have been settled or withdrawn or
have been determined by Final Order and the Disputed Claim or Interest, or some
portion thereof, has become an Allowed Claim or Interest.

     7.3 DISTRIBUTIONS AFTER ALLOWANCE. To the extent that a Disputed Claim or
Interest ultimately becomes an Allowed Claim or Interest, a distribution shall
be made to the Holder of such Allowed Claim or Interest in accordance with the
provisions of this Plan. As soon as reasonably practicable after the date that
the order or judgment of the Bankruptcy Court or other applicable court of
competent jurisdiction allowing any Disputed Claim or Interest becomes a Final
Order, the Disbursing Agent shall provide to the Holder of such Claim or
Interest the distribution to which such Holder is entitled under this Plan.
After a Final Order has been entered, or other final resolution has been
reached, with respect to each Disputed Claim and Interest any undistributed New
Notes and/or Preferred Units and any undistributed Cash or other undistributed
property shall become property of the Reorganized Debtors. All distributions
made under this Article VII on account of an Allowed Claim or Interest shall be
made together with any dividends, payments, or other distributions made on
account of, as well as any obligations arising from, the distributed property,
as if such Allowed Claim or Interest had been an Allowed Claim or Interest on
the Distribution Date. Notwithstanding the foregoing, the Disbursing Agent
shall not be required to make distributions under this Article VII more
frequently than once every 90 days or to make any individual payments in an
amount less than $25.00.

                                  ARTICLE VIII

              TREATMENT OF EXECUTORY CONTRACTS AND UNEXPIRED LEASES

     8.1 ASSUMPTION OF EXECUTORY CONTRACTS AND UNEXPIRED LEASES. Immediately
prior to the Effective Date, all executory contracts or unexpired leases of the
Debtors, including the prepetition agreements to pay the reasonable and
ordinary fees and expenses of the Noteholder Committee Advisors and the Sprint
Agreements, will be deemed assumed in accordance with the provisions and
requirements of sections 365 and 1123 of the Bankruptcy Code. Entry of the
Confirmation Order by the Bankruptcy Court shall constitute approval of such
assumptions and rejections pursuant to sections 365(a) and 1123 of the
Bankruptcy Code. Each executory contract and unexpired lease assumed pursuant
to the Plan shall revest in and be fully enforceable by the Reorganized Debtors
in accordance with its terms, except as modified by the provisions of the Plan,
or any order of the Bankruptcy Court authorizing and providing for its
assumption or applicable federal law.

     8.2 CURE OF DEFAULTS OF ASSUMED EXECUTORY CONTRACTS AND UNEXPIRED
LEASES. Any monetary amounts, by which each executory contract and unexpired
lease to be assumed pursuant to the Plan is in default shall be satisfied,
pursuant to section 365(b)(1) of the Bankruptcy Code, by payment of the default
amount in Cash on the Effective Date or on such other terms as the parties to
such executory contracts or unexpired leases may otherwise agree. In the event
of a dispute regarding: (1) the amount of any cure payments, (2) the ability of
the Reorganized Debtors or any assignee to provide "adequate assurance of
future performance" (within the meaning of section 365 of the Bankruptcy Code)
under the contract or lease to be assumed, or (3) any other matter pertaining
to assumption, the cure payments required by section 365(b)(1) of the
Bankruptcy Code shall be made following the entry of a Final Order resolving
the dispute and approving the assumption.

     8.3 INDEMNIFICATION OF DIRECTORS, MANAGERS, OFFICERS AND EMPLOYEES. The
obligations of the Debtors to indemnify any person or entity serving at any
time on or prior to the Effective Date as one


                                     PLAN-20
<PAGE>

of its directors, managers, officers or employees by reason of such person's or
entity's service in such capacity, or as a director, manager, officer or
employee of any other corporation or legal entity, to the extent provided in
the Debtors' constituent documents, or by a written agreement with the Debtors,
or pursuant to applicable general corporation law, each as applicable, shall be
deemed and treated as executory contracts that are assumed by the Reorganized
Debtors pursuant to the Plan and section 365 of the Bankruptcy Code as of the
Effective Date. Accordingly, such indemnification obligations shall be treated
as General Unsecured Claims and shall survive Unimpaired and unaffected by
entry of the Confirmation Order, irrespective of whether such indemnification
is owed for an act or event occurring before or after the Petition Date.

     8.4 COMPENSATION AND BENEFIT PROGRAMS. Except as otherwise expressly
provided under the Plan, all employment and severance policies, and all
compensation and benefit plans, policies, and programs of the Debtors
applicable to their employees, retirees and non-employee directors and the
employees and retirees of their subsidiaries, including, without limitation,
all savings plans, retirement plans, healthcare plans, disability plans,
severance benefit plans, incentive plans, and life, accidental death and
dismemberment insurance plans are treated as executory contracts under the Plan
and on the Effective Date will be assumed pursuant to the provisions of
sections 365 and 1123 of the Bankruptcy Code. All employment contracts assumed
pursuant to this section 8.4 of the Plan shall be deemed modified such that the
transactions contemplated by the Plan shall not be a "change of control" as
defined in the relevant employment contracts.


                                   ARTICLE IX

                    CONFIRMATION AND CONSUMMATION OF THE PLAN

     9.1 CONDITIONS TO CONFIRMATION. The following are conditions precedent to
the confirmation of the Plan:

     (a) The Bankruptcy Court must have entered the Confirmation Order,
approving the Disclosure Statement as containing "adequate information"
pursuant to section 1125 of the Bankruptcy Code, approving the prepetition
solicitation of votes with respect to the Plan and determining that all such
votes were binding and were properly tabulated with acceptances or rejection of
the Plan, confirming the Plan and determining that all applicable tests,
standards and burdens in connection therewith were duly satisfied and met by
the Debtors and the Plan, approving the Plan Documents, authorizing the Debtors
to execute, enter into, and deliver the Plan Documents and to execute,
implement, and to take all actions otherwise necessary or appropriate to give
effect to, the transactions contemplated by the Plan and the Plan Documents.

     (b) The Confirmation Order, the Plan Documents and the Plan must be, in
form and substance, acceptable to the Debtors and Holders of a majority in
principal amount of Existing Notes of the members of the Noteholder Committee.

     9.2 CONDITIONS TO EFFECTIVE DATE. The following are conditions precedent
to the occurrence of the Effective Date:

     (a) The Confirmation Order must have been entered by the Clerk of the
Bankruptcy Court, be in full force and effect and not be subject to any stay or
injunction.

     (b) All necessary consents, authorizations and approvals must have been
given for the transfers of property and the payments provided for or
contemplated by the Plan, including, without limitation, satisfaction or waiver
of all conditions to the obligations of the Debtors under the Plan and the Plan
Documents.

     (c) The New Notes and Preferred Units must have become effective and all
conditions to the effectiveness thereof must have been satisfied or waived.

     (d) All conditions to the Plan Support Agreement must have been satisfied
or waived.

     (e) All conditions precedent to the amendment of the Credit Agreement, as
described in the Plan and Disclosure Statement, have been satisfied or waived.


                                    PLAN-21
<PAGE>

     9.3 WAIVER OF CONDITIONS. Except for those conditions specified in the
Plan Support Agreement, each of the conditions set forth in the Plan may be
waived in whole or in part by the Debtors, without any other notice to parties
in interest or the Bankruptcy Court and without a hearing. The failure to
satisfy or waive a condition to the Effective Date may be asserted by the
Debtors or the Reorganized Debtors regardless of the circumstances giving rise
to the failure of such condition to be satisfied (including any action or
inaction by the Debtors or the Reorganized Debtors). The failure of the Debtors
or the Reorganized Debtors to exercise any of the foregoing rights shall not be
deemed a waiver of any other rights, and each right shall be deemed an ongoing
right that may be asserted at any time.

     9.4 CONSEQUENCES OF NON-OCCURRENCE OF EFFECTIVE DATE. If the Effective
Date does not occur within ninety (90) days of the Confirmation Date, or by
such later date, after notice and hearing, as is proposed by the Debtors, then
upon motion by the Debtors and upon notice to such parties in interest as the
Bankruptcy Court may direct, the Confirmation Order will be vacated by the
Bankruptcy Court; provided, however, that, notwithstanding the filing of such
motion, the Confirmation Order may not be vacated if the Effective Date occurs
before the Bankruptcy Court enters an order granting such motion. If the
Confirmation Order is vacated pursuant to this section of the Plan, (a) the
Plan shall be null and void in all respects; and (b) any settlement of Claims
and Interests provided for hereby shall be null and void without further order
of the Bankruptcy Court.

                                   ARTICLE X

                          EFFECT OF PLAN CONFIRMATION

     10.1 BINDING EFFECT. The Plan shall be binding upon and inure to the
benefit of the Debtors, all present and former Holders of Claims against and
Interests in the Debtors and their respective successors and assigns,
including, but not limited to, the Reorganized Debtors, and all other parties
in interest in the Chapter 11 Cases.

     10.2 AUTHORIZATION OF CORPORATE ACTION. The entry of the Confirmation
Order shall constitute a direction to and authorization for the Debtors and the
Reorganized Debtors to take or cause to be taken any action necessary or
appropriate to consummate the transactions contemplated by this Plan and any
related documents or agreements prior to and through the Effective Date, and
all such actions taken or caused to be taken shall be deemed to have been
authorized and approved by the Bankruptcy Code without the need for any
additional authorizations, approvals, or consents.

     10.3 DISCHARGE OF THE DEBTORS.

     (a) Except as otherwise provided in the Plan or in the Confirmation Order,
the rights afforded under the Plan and the treatment of Claims and Interests
under the Plan shall be in exchange for, and in complete satisfaction,
settlement, discharge and release of, all Claims and Interests, regardless of
whether any property shall have been distributed or retained pursuant to the
Plan on account of or in exchange for such Claims and Interests. Upon the
Effective Date, except as provided in the Plan or the Confirmation Order, the
Debtors, and each of them, shall be deemed discharged and released under
section 1141(d)(1)(A) of the Bankruptcy Code from any and all Claims,
including, but not limited to, demands and liabilities that arose before the
Confirmation Date, and all debts of the kind specified in sections 502(g),
502(h) or 502(i) of the Bankruptcy Code, whether or not (a) a proof of Claim
based upon such debt is filed or deemed filed under section 501 of the
Bankruptcy Code, (b) a Claim based upon such debt is allowed under section 502
of the Bankruptcy Code or (c) the Holder of a Claim based upon such debt
accepted the Plan.

     (b) As of the Confirmation Date, except as provided in the Plan or the
Confirmation Order, all Persons shall be precluded from asserting against the
Debtors or the Reorganized Debtors, any other or further claims, debts, rights,
causes of action, liabilities or equity interests relating to the Debtors based
upon any act, omission, transaction or other activity of any nature that
occurred prior to the Confirmation Date. In accordance with the foregoing,
except as provided in the Plan or the Confirmation Order, the Confirmation
Order shall be a judicial determination of discharge of all such Claims and
other debts and liabilities against the Debtors, pursuant to sections 524 and
1141 of the Bankruptcy Code, and such discharge shall void any judgment
obtained against the Debtors at any time, to the extent that such judgment
relates to a discharged Claim.


                                    PLAN-22
<PAGE>

     10.4 INJUNCTION.

     (A) ON THE EFFECTIVE DATE AND EXCEPT AS OTHERWISE PROVIDED IN THE PLAN OR
THE CONFIRMATION ORDER, ALL PERSONS WHO HAVE HELD, CURRENTLY HOLD, OR MAY HOLD
A CLAIM AGAINST OR INTEREST IN THE DEBTORS SHALL BE ENJOINED FROM TAKING ANY OF
THE FOLLOWING ACTIONS AGAINST OR AFFECTING THE DEBTORS, THE REORGANIZED
DEBTORS, THE ESTATES, THE ASSETS OR THE DISBURSING AGENT, OR (TO THE EXTENT
SUCH PERSONS HAVE PROVIDED AN EXPRESS RELEASE AS PROVIDED BY SECTION 10.5 OF
THE PLAN) ANY OF THEIR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES, AGENTS,
REPRESENTATIVES, ADVISORS, ATTORNEYS, SUCCESSORS AND ASSIGNS OR THEIR
RESPECTIVE ASSETS AND PROPERTY WITH RESPECT TO SUCH CLAIMS OR INTERESTS (OTHER
THAN ACTIONS BROUGHT TO ENFORCE ANY RIGHTS OR OBLIGATIONS UNDER THE PLAN AND
THE CONTRACTS, INSTRUMENTS, RELEASES, INDENTURES AND OTHER AGREEMENTS OR
DOCUMENTS DELIVERED HEREUNDER):

          (I) COMMENCING, CONDUCTING OR CONTINUING IN ANY MANNER, DIRECTLY OR
     INDIRECTLY, ANY SUIT, ACTION OR OTHER PROCEEDING OF ANY KIND (INCLUDING,
     WITHOUT LIMITATION, ALL SUITS, ACTIONS, AND PROCEEDINGS THAT ARE PENDING AS
     OF THE EFFECTIVE DATE, WHICH MUST BE WITHDRAWN OR DISMISSED WITH
     PREJUDICE);

          (II) ENFORCING, LEVYING, ATTACHING, COLLECTING OR OTHERWISE RECOVERING
     BY ANY MANNER OR MEANS, WHETHER DIRECTLY OR INDIRECTLY, ANY JUDGMENT,
     AWARD, DECREE OR ORDER;

          (III) CREATING, PERFECTING OR OTHERWISE ENFORCING IN ANY MANNER,
     DIRECTLY OR INDIRECTLY, ANY LIEN OR ENCUMBRANCE;

          (IV) ASSERTING ANY SETOFF, RIGHT OF SUBROGATION OR RECOUPMENT OF ANY
     KIND AGAINST ANY DEBT, LIABILITY OR OBLIGATION DUE TO ANY RELEASED ENTITY;
     PROVIDED, THAT ANY DEFENSES, OFFSETS OR COUNTERCLAIMS WHICH THE DEBTORS OR
     THE REORGANIZED DEBTORS MAY HAVE OR ASSERT IN RESPECT OF THE ABOVE
     REFERENCED CLAIMS SHALL BE FULLY PRESERVED IN ACCORDANCE WITH THE
     PROVISIONS OF THE PLAN; AND

          (V) COMMENCING OR CONTINUING ANY ACTION, IN ANY MANNER, IN ANY PLACE
     THAT DOES NOT COMPLY WITH OR IS INCONSISTENT WITH THE PROVISIONS OF THE
     PLAN.

     (B) BY ACCEPTING DISTRIBUTIONS PURSUANT TO THE PLAN, EACH HOLDER OF AN
ALLOWED CLAIM OR INTEREST SHALL BE DEEMED TO HAVE SPECIFICALLY CONSENTED TO THE
INJUNCTIONS SET FORTH IN THIS SECTION (EXCEPT AS TO THE INJUNCTIONS THAT
REQUIRE SUCH PERSON TO HAVE PROVIDED AN EXPRESS RELEASE UNDER SECTION 10.5 OF
THE PLAN).

     10.5 RELEASES.

     (A) RELEASES BY THE DEBTORS. AS OF THE EFFECTIVE DATE, FOR GOOD AND
VALUABLE CONSIDERATION, THE ADEQUACY OF WHICH IS HEREBY CONFIRMED, THE DEBTORS
AND THE REORGANIZED DEBTORS IN THEIR INDIVIDUAL CAPACITIES AND AS
DEBTORS-IN-POSSESSION, SHALL BE DEEMED TO FOREVER RELEASE, WAIVE AND DISCHARGE
ALL CLAIMS, OBLIGATIONS, SUITS, JUDGMENTS, DAMAGES, DEMANDS, DEBTS, RIGHTS,
CAUSES OF ACTION AND LIABILITIES (OTHER THAN THE RIGHTS OF THE DEBTORS OR THE
REORGANIZED DEBTORS TO ENFORCE THE PLAN AND THE CONTRACTS, INSTRUMENTS,
RELEASES, INDENTURES AND OTHER AGREEMENTS OR DOCUMENTS DELIVERED THEREUNDER)
WHETHER LIQUIDATED OR UNLIQUIDATED, FIXED OR CONTINGENT, MATURED OR UNMATURED,
KNOWN OR UNKNOWN, FORESEEN OR UNFORESEEN, THEN EXISTING OR THEREAFTER ARISING,
IN LAW, EQUITY OR OTHERWISE THAT ARE BASED IN WHOLE OR IN PART ON ANY ACT,
OMISSION, TRANSACTION, EVENT OR OTHER OCCURRENCE TAKING PLACE ON OR PRIOR TO
THE EFFECTIVE DATE IN ANY WAY RELATING TO THE DEBTORS, THE REORGANIZED DEBTORS,
THE CHAPTER 11 CASES, THE PLAN OR THE DISCLOSURE STATEMENT, AND THAT COULD HAVE
BEEN ASSERTED BY OR ON BEHALF OF THE DEBTORS OR THEIR ESTATES OR THE
REORGANIZED DEBTORS AGAINST (I) THE CURRENT AND FORMER DIRECTORS, OFFICERS,
MEMBERS AND EMPLOYEES OF THE DEBTORS (ACTING IN SUCH CAPACITY) (OTHER THAN FOR
MONEY BORROWED FROM OR OWED TO THE DEBTORS OR THEIR SUBSIDIARIES BY ANY SUCH
DIRECTORS, OFFICERS, MEMBERS OR EMPLOYEES AS SET FORTH IN THE DEBTORS' BOOKS
AND RECORDS) AND THE DEBTORS' AGENTS AND PROFESSIONALS (ACTING IN SUCH
CAPACITY), (II) THE SENIOR SECURED LENDERS (ACTING IN SUCH CAPACITY) AND THE
BANK AGENTS (ACTING IN SUCH CAPACITY), (III) THE HOLDERS OF THE SENIOR NOTES
AND SENIOR DISCOUNT NOTES WHO VOTED IN FAVOR OF THE PLAN, AND (IV) THE
RESPECTIVE AFFILIATES, AND CURRENT AND FORMER OFFICERS, MEMBERS, DIRECTORS,
EMPLOYEES, AGENTS, MEMBERS, SHAREHOLDERS, AND PROFESSIONALS OF THE FOREGOING
(ACTING IN SUCH CAPACITY).

     (B) RELEASES BY HOLDERS OF CLAIMS AND INTERESTS. AS OF THE EFFECTIVE DATE,
FOR GOOD AND VALUABLE CONSIDERATION, THE ADEQUACY OF WHICH IS HEREBY CONFIRMED,
EACH HOLDER OF ANY CLAIM AGAINST, OR INTEREST IN, ANY OF THE DEBTORS THAT
EXPRESSLY INDICATES ITS AGREEMENT, IN ANY BALLOT DEMONSTRATING ITS ACCEPTANCE
OF THE PLAN SHALL HAVE AGREED TO FOREVER RELEASE, WAIVE AND/OR DISCHARGE ANY
CAUSE OF ACTION (OTHER THAN


                                    PLAN-23
<PAGE>

SUCH PARTIES' RIGHTS TO ENFORCE THE PLAN), WHETHER LIQUIDATED OR UNLIQUIDATED,
FIXED OR CONTINGENT, MATURED OR UNMATURED, KNOWN OR UNKNOWN, FORESEEN OR
UNFORESEEN, THEN EXISTING OR THEREAFTER ARISING, IN LAW, EQUITY OR OTHERWISE
THAT ARE BASED IN WHOLE OR IN PART ON ANY ACT OR OMISSION, TRANSACTION, EVENT
OR OTHER OCCURRENCE TAKING PLACE ON OR PRIOR TO THE EFFECTIVE DATE IN ANY WAY
RELATING TO THE DEBTORS, THE REORGANIZED DEBTORS, THE CHAPTER 11 CASES, THE
PLAN OR THE DISCLOSURE STATEMENT, AGAINST ANY OF THE DEBTORS' CURRENT AND
FORMER DIRECTORS, OFFICERS, EMPLOYEES, AGENTS, MEMBERS, SHAREHOLDERS AND
PROFESSIONALS (OTHER THAN CLAIMS OR INTERESTS UNRELATED TO THE DEBTORS), THE
SENIOR SECURED LENDERS, THE BANK AGENTS, THE MEMBERS OF THE NOTEHOLDER
COMMITTEE, AND THEIR RESPECTIVE AFFILIATES, CURRENT AND FORMER OFFICERS,
DIRECTORS, EMPLOYEES, AGENTS, MEMBERS, SHAREHOLDERS AND PROFESSIONALS (ACTING
IN SUCH CAPACITY), AS OF THE PETITION DATE OR THEREAFTER.

     10.6 EXCULPATION AND LIMITATION OF LIABILITY. NEITHER THE DEBTORS, THE
REORGANIZED DEBTORS, THE SENIOR SECURED LENDERS, THE BANK AGENTS, THE
NOTEHOLDER COMMITTEE, NOR ANY OF THEIR RESPECTIVE PRESENT OR FORMER MEMBERS,
OFFICERS, DIRECTORS, SHAREHOLDERS, EMPLOYEES, ADVISORS, ATTORNEYS OR AGENTS
ACTING IN SUCH CAPACITY, SHALL HAVE OR INCUR ANY LIABILITY TO, OR BE SUBJECT TO
ANY RIGHT OF ACTION BY, ANY HOLDER OF A CLAIM OR AN INTEREST, OR ANY OTHER
PARTY IN INTEREST, OR ANY OF THEIR RESPECTIVE AGENTS, SHAREHOLDERS, EMPLOYEES,
REPRESENTATIVES, FINANCIAL ADVISORS, ATTORNEYS OR AFFILIATES, OR ANY OF THEIR
SUCCESSORS OR ASSIGNS, FOR ANY ACT OR OMISSION IN CONNECTION WITH, RELATING TO,
OR ARISING OUT OF, THE DEBTORS' CHAPTER 11 CASES, THE PURSUIT OF CONFIRMATION
OF THE PLAN, THE CONSUMMATION OF THE PLAN, OR THE ADMINISTRATION OF THE PLAN OR
THE PROPERTY TO BE DISTRIBUTED UNDER THE PLAN, EXCEPT FOR THEIR WILLFUL
MISCONDUCT OR GROSS NEGLIGENCE, AND IN ALL RESPECTS SHALL BE ENTITLED TO RELY
REASONABLY UPON THE ADVICE OF COUNSEL WITH RESPECT TO THEIR DUTIES AND
RESPONSIBILITIES UNDER THE PLAN.

     NOTWITHSTANDING ANY OTHER PROVISION OF THIS PLAN, NO HOLDER OF A CLAIM OR
INTEREST, NO OTHER PARTY IN INTEREST, NONE OF THEIR RESPECTIVE CURRENT OR
FORMER OFFICERS, DIRECTORS, SUBSIDIARIES, AFFILIATES, MEMBERS, MANAGERS,
SHAREHOLDERS, PARTNERS, REPRESENTATIVES, EMPLOYEES, ATTORNEYS, OR AGENTS, OR
ANY OF THEIR RESPECTIVE SUCCESSORS AND ASSIGNS, AND THEIR RESPECTIVE PROPERTY,
SHALL HAVE ANY RIGHT OF ACTION, DEMAND, SUIT, OR PROCEEDING AGAINST THE
DEBTORS, THE REORGANIZED DEBTORS, THE SENIOR SECURED LENDERS, THE BANK AGENTS,
THE NOTEHOLDER COMMITTEE, OR ANY OR ANY OF THEIR RESPECTIVE CURRENT OR FORMER
OFFICERS, DIRECTORS, SUBSIDIARIES, AFFILIATES, MEMBERS, MANAGERS, SHAREHOLDERS,
PARTNERS, REPRESENTATIVES, EMPLOYEES, ATTORNEYS, FINANCIAL ADVISORS, OR AGENTS,
OR ANY OF THEIR RESPECTIVE SUCCESSORS AND ASSIGNS, AND THEIR RESPECTIVE
PROPERTY, FOR ANY ACT OR OMISSION IN CONNECTION WITH, RELATING TO, OR ARISING
OUT OF, THE CHAPTER 11 CASES, THE SOLICITATION OF ACCEPTANCES OF THIS PLAN, THE
PURSUIT OF CONFIRMATION OF THIS PLAN, THE CONSUMMATION OF THIS PLAN, OR THE
ADMINISTRATION OF THIS PLAN OR THE PROPERTY TO BE DISTRIBUTED UNDER THIS PLAN,
EXCEPT FOR THEIR GROSS NEGLIGENCE OR WILLFUL MISCONDUCT.

     THE FOREGOING EXCULPATION AND LIMITATION ON LIABILITY SHALL NOT, HOWEVER,
LIMIT, ABRIDGE, OR OTHERWISE AFFECT THE RIGHTS, IF ANY, OF THE REORGANIZED
DEBTORS TO ENFORCE, SUE ON, SETTLE, OR COMPROMISE THE CAUSES OF ACTION RETAINED
PURSUANT TO SECTION 10.9 OF THE PLAN.

     10.7 INJUNCTION RELATED TO RELEASES AND EXCULPATION. THE CONFIRMATION
ORDER WILL PERMANENTLY ENJOIN THE COMMENCEMENT OR PROSECUTION BY ANY ENTITY,
WHETHER DIRECTLY, DERIVATIVELY OR OTHERWISE, OF ANY CLAIMS, OBLIGATIONS, SUITS,
JUDGMENTS, DAMAGES, DEMANDS, DEBTS, RIGHTS, CAUSES OF ACTION OR LIABILITIES
RELEASED PURSUANT TO THE PLAN, INCLUDING BUT NOT LIMITED TO THE CLAIMS,
OBLIGATIONS, SUITS, JUDGMENTS, DAMAGES, DEMANDS, DEBTS, RIGHTS, CAUSES OF
ACTION OR LIABILITIES RELEASED IN THE PLAN.

     10.8 WAIVER OF ENFORCEMENT OF SUBORDINATION. The classification and manner
of satisfying all Claims and Interests under the Plan takes into consideration
all subordination rights, if any, whether arising by contract or under general
principles of equitable subordination, section 510(b) or 510(c) of the
Bankruptcy Code, or otherwise. All subordination rights that a Holder of a
Claim or Interest may have with respect to any distribution to be made pursuant
to the Plan will be discharged and terminated, and all actions related to the
enforcement of such subordination rights will be permanently enjoined.
Accordingly, distributions pursuant to the Plan to Holders of Allowed Claims or
Allowed Interests will not be subject to payment to a beneficiary of such
terminated subordination rights, or to levy, garnishment, attachment or other
legal process by a beneficiary of such terminated subordination rights.
Pursuant to Bankruptcy Rule 9019 and in consideration of the distributions and
other benefits provided under the Plan, the provisions of the Plan shall
constitute a good faith compromise and settlement of all


                                    PLAN-24
<PAGE>

claims or controversies relating to the subordination rights that a Holder of a
Claim or Interest may have or any distribution to be made pursuant to the Plan
on account of or in exchange for such Claim or Interest. Entry of the
Confirmation Order shall constitute the Bankruptcy Court's approval, as of the
Effective Date, of the compromise or settlement of all such claims or
controversies and the Bankruptcy Court's finding that such compromise or
settlement is in the best interests of the Debtors, the Reorganized Debtors,
their respective properties, and the Holder of Claims and Interests, and is
fair, equitable and reasonable.

     10.9 PRESERVATION OF RIGHTS OF ACTION; SETTLEMENT OF LITIGATION CLAIMS.

     (a) Preservation of Rights of Action. Except as otherwise provided in the
Plan, the Confirmation Order, or in any document, instrument, release or other
agreement entered into in connection with the Plan, in accordance with section
1123(b) of the Bankruptcy Code, the Debtors and their Estates shall retain the
Litigation Claims. The Reorganized Debtors, as the successors in interest to
the Debtors and the Estates, may enforce, sue on, settle or compromise (or
decline to do any of the foregoing) any or all of the Litigation Claims.
Notwithstanding the foregoing, the Debtors and the Reorganized Debtors shall
not file, commence or pursue any claim, right or cause of action under sections
544 through 550 of the Bankruptcy Code; provided, however, that notwithstanding
any statute of limitations (including, without limitation, section 544 of the
Bankruptcy Code), the Debtors and the Reorganized Debtors shall have the right
to assert or raise such causes of action (a) as defenses or counterclaims (up
to the amount asserted in the Claims against the Debtors); and (b) in
connection with the Claims objection process, in which case such causes of
action can be raised as an objection to a Claim and not as defenses or
counterclaims.

     (b) Settlement of Litigation Claims. At any time after the Confirmation
Date and before the Effective Date, notwithstanding anything in the Plan to the
contrary, the Reorganized Debtors may settle any or all of the Litigation
Claims with the approval of the Bankruptcy Court pursuant to Bankruptcy Rule
9019.

     10.10 TERM OF BANKRUPTCY INJUNCTION OR STAYS. All injunctions or stays
provided for in the Chapter 11 Cases under section 105 or 362 of the Bankruptcy
Code, or otherwise, and in existence on the Confirmation Date, shall remain in
full force and effect until the Effective Date.

                                   ARTICLE XI

                           RETENTION OF JURISDICTION

     Pursuant to sections 105(c) and 1142 of the Bankruptcy Code and
notwithstanding entry of the Confirmation Order and the occurrence of the
Effective Date, the Bankruptcy Court shall retain exclusive jurisdiction
(except with respect to the purposes described in clause (a) below, with
respect to which jurisdiction shall not be exclusive) over all matters arising
out of, and related to, the Chapter 11 Cases and the Plan to the fullest extent
permitted by law, including, among other things, jurisdiction to:

     (a) Allow, disallow, determine, liquidate, classify, estimate or establish
the priority or secured or unsecured status of any Claim or Interest that is
not yet Allowed, including the resolution of any request for payment of any
Administrative Claim and the resolution of any objections to the allowance or
priority of Claims or Interests;

     (b) Resolve any matters related to the assumption, assumption and
assignment, or rejection of any executory contract or unexpired lease to which
any or all of the Debtors are a party or with respect to which any or all of
the Debtors or Reorganized Debtors may be liable and to hear, determine and, if
necessary, liquidate any Claims arising therefrom;

     (c) Ensure that distributions to Holders of Allowed Claims and Allowed
Interests are accomplished pursuant to the provisions of the Plan;

     (d) Decide or resolve any motions, adversary proceedings, contested or
litigated matters and any other matters and grant or deny any applications
involving the Debtors that may be pending on or before the Effective Date;

     (e) Enter such orders as may be necessary or appropriate to implement or
consummate the provisions of the Plan and all contracts, instruments, releases
and other agreements or documents created in connection with the Plan, the
Disclosure Statement or the Confirmation Order;


                                    PLAN-25
<PAGE>

     (f) Resolve any cases, controversies, suits or disputes that may arise in
connection with the consummation, interpretation or enforcement of the Plan or
any contract, instrument, release or other agreement or document that is
executed or created pursuant to the Plan, or any entity's rights arising from
or obligations incurred in connection with the Plan or such documents;

     (g) Modify the Plan before or after the Effective Date pursuant to section
1127 of the Bankruptcy Code or modify the Disclosure Statement, the
Confirmation Order or any other contract, instrument, release or other
agreement or document created in connection with the Plan, the Disclosure
Statement or the Confirmation Order, or remedy any defect or omission or
reconcile any inconsistency in any Bankruptcy Court order, the Plan, the
Disclosure Statement, the Confirmation Order, and Plan Documents, or any other
contract, instrument, release or other agreement or document created in
connection with the Plan, the Disclosure Statement or the Confirmation Order,
in a manner consistent with Article XI as may be necessary or appropriate to
consummate the Plan;

     (h) Hear and determine all applications for compensation and reimbursement
of expenses of Professionals under the Plan or under sections 330, 331 503(b),
and 1103 of the Bankruptcy Code; provided, however, that from and after the
Effective Date, the payment of fees and expenses of the Reorganized Debtors,
including counsel fees, shall be made in the ordinary course of business and
shall not be subject to the approval of the Bankruptcy Court;

     (i) Issue injunctions, enter and implement other orders or take such other
actions as may be necessary or appropriate to restrain interference by any
entity with consummation, implementation or enforcement of the Plan or the
Confirmation Order;

     (j) Hear and determine causes of action by or on behalf of any or all of
the Debtors or Reorganized Debtors;

     (k) Hear and determine matters concerning state, local and federal taxes
in accordance with sections 346, 505 and 1146 of the Bankruptcy Code;

     (l) Enter and implement such orders as are necessary or appropriate if the
Confirmation Order is for any reason or in any respect modified, stayed,
reversed, revoked or vacated or distributions pursuant to the Plan are enjoined
or stayed;

     (m) Unless such agreement, document, or instrument provides otherwise,
determine any other matters that may arise in connection with or relate to the
Plan, the Disclosure Statement, the Confirmation Order or any contract,
instrument, release or other agreement or document created in connection with
the Plan, the Disclosure Statement or the Confirmation Order;

     (n) Enforce all orders, judgments, discharges, injunctions, releases,
exculpations, indemnifications and rulings entered in connection with the
Chapter 11 Cases;

     (o) Recover all assets of the Debtors and property of the Debtors' Estates
wherever located;

     (p) Hear and determine all matters related to (i) the property of the
Estate from and after the Confirmation Date and (ii) the activities of
Reorganized Debtors;

     (q) Hear and determine such other matters as may be provided in the
Confirmation Order or as may be authorized under, or not inconsistent with,
provisions of the Bankruptcy Code; and

     (r) Enter one or more final decree(s) closing the Chapter 11 Cases.

                                  ARTICLE XII

                           MISCELLANEOUS PROVISIONS

     12.1 BAR DATE FOR ADMINISTRATIVE CLAIMS. The Confirmation Order will
establish a bar date for filing Administrative Claims that are not otherwise
Allowed. Holders of Administrative Claims not paid prior to the Effective Date
shall submit proofs of Claim on or before such Administrative Claims bar date
or forever be barred from doing so. The notice of Confirmation to be delivered
pursuant to Bankruptcy Rules 3020(c) and 2002(f) will set forth such date and
constitute notice of this Administrative Claims bar


                                    PLAN-26
<PAGE>

date. The Debtors and Reorganized Debtors shall have sixty (60) days (or such
longer period as may be allowed by order of the Bankruptcy Court) following the
Administrative Claims bar date to review and object to such Administrative
Claims before a hearing for determination of allowance of such Administrative
Claims.

     12.2 PROFESSIONAL FEE CLAIMS. All final requests for compensation or
reimbursement of costs and expenses pursuant to sections 327, 328, 330, 331,
503(b) or 1103 of the Bankruptcy Code for services rendered to the Debtors or
any Committee (if appointed) prior to the Effective Date must be filed with the
Bankruptcy Court and served on the Reorganized Debtors and their counsel no
later than sixty (60) days after the Effective Date, unless otherwise ordered
by the Bankruptcy Court. Objections to applications of such Professionals or
other entities for compensation or reimbursement of costs and expenses must be
filed and served on the Reorganized Debtors and their counsel and the
requesting Professional or other entity no later than thirty (30) days (or such
longer period as may be allowed by order of the Bankruptcy Court) after the
date on which the applicable application for compensation or reimbursement was
served. The Reorganized Debtors may pay charges that they incur on and after
the Effective Date for Professionals' fees, disbursements, expenses or related
support services in the ordinary course of business and without application to
the Bankruptcy Court.

     12.3 PAYMENT OF STATUTORY FEES. All fees payable pursuant to section 1930
of Title 28, United States Code, as determined by the Bankruptcy Court at the
Confirmation Hearing, shall be paid on the Effective Date.

     12.4 PAYMENT OF EXISTING NOTES TRUSTEE AND NEW NOTES TRUSTEE FEES. All
fees and expenses payable to the Existing Notes Trustee and New Notes Trustee
as of the Distribution Date, including all fees and expenses incurred for their
respective distribution functions, shall be paid on the Distribution Date.

     12.5 AMENDMENT OR MODIFICATION OF THE PLAN. Subject to section 1127 of the
Bankruptcy Code and, to the extent applicable, sections 1122, 1123 and 1125 of
the Bankruptcy Code, the Debtors reserve the right to alter, amend or modify
the Plan with the consent of the Holders of a majority in principal amount of
Existing Notes held by the Noteholder Committee, at any time prior to or after
the Confirmation Date but prior to the substantial consummation of the Plan. A
Holder of a Claim or Interest that has accepted the Plan shall be deemed to
have accepted the Plan, as altered, amended or modified, if the proposed
alteration, amendment or modification does not materially and adversely change
the treatment of the Claim or Interest of such Holder.

     12.6 SEVERABILITY OF PLAN PROVISIONS. If, prior to the Confirmation Date,
any term or provision of the Plan is determined by the Bankruptcy Court to be
invalid, void or unenforceable, the Bankruptcy Court will have the power to
alter and interpret such term or provision to make it valid or enforceable to
the maximum extent practicable, consistent with the original purpose of the
term or provision held to be invalid, void or unenforceable, and such term or
provision will then be applicable as altered or interpreted. Notwithstanding
any such holding, alteration or interpretation, the remainder of the terms and
provisions of the Plan will remain in full force and effect and will in no way
be affected, impaired or invalidated by such holding, alteration or
interpretation; provided, however, that after giving effect to such
invalidation, avoidance, alteration or interpretation of such provision, no
Holder of a Claim or Interest is adversely affected. The Confirmation Order
will constitute a judicial determination that each term and provision of the
Plan, as it may have been altered or interpreted in accordance with the
foregoing, is valid and enforceable pursuant to its terms.

     12.7 PLAN SUPPLEMENT. The Plan Supplement, which shall include certain
exhibits, lists, schedules, or documents to be executed in connection with the
Plan (to the extent not previously made publicly available), shall be filed
with the Bankruptcy Court, if necessary, not later than five (5) days prior to
the Confirmation Hearing. Upon its filing, the Plan Supplement may be inspected
in the office of the clerk of the Bankruptcy Court or its designee during
normal business hours. Holders of Claims and Interests may obtain a copy of the
Plan Supplement upon written request to the Debtors. The documents contained in
the Plan Supplement shall be approved by the Bankruptcy Court pursuant to the
Confirmation Order.

     12.8 COMMITTEES. On the Effective Date, the duties of any committee (if
appointed) shall terminate, except with respect to any application for
compensation or reimbursement of costs and expenses in connection with services
rendered prior to the Effective Date.


                                    PLAN-27
<PAGE>

     12.9 REVOCATION, WITHDRAWAL OR NON-CONSUMMATION. The Debtors reserve the
right to revoke or withdraw the Plan prior to the Confirmation Date and to file
subsequent plans of reorganization. If the Debtors revoke or withdraw the Plan,
or if Confirmation or consummation does not occur, then (a) the Plan shall be
null and void in all respects, (b) any settlement or compromise embodied in the
Plan (including the fixing or limiting to an amount certain any Claim or
Interest or Class of Claims or Interests), assumption or rejection of executory
contracts or leases affected by the Plan, and any document or agreement
executed pursuant to the Plan, shall be deemed null and void, and (c) nothing
contained in the Plan, and no acts taken in preparation for consummation of the
Plan, shall (i) constitute a waiver or release of any Claims by or against, or
any Interests in, the Debtors or any other person, (ii) prejudice in any manner
the rights of the Debtors or any other person, or (iii) constitute an admission
of any sort by the Debtors or any other Person.

     12.10 NOTICE. Except as contemplated in agreements, instruments or other
documents binding on the Reorganized Debtors, all notices, requests and demands
to or upon the Debtors or Reorganized Debtors, to be effective, shall be in
writing and, unless otherwise expressly provided herein, shall be deemed to
have been duly given or made when actually delivered or, in the case of notice
by facsimile transmission, when received and telephonically confirmed,
addressed as follows:

       ALAMOSA HOLDINGS, INC.
       5225 South Loop 289
       Lubbock, Texas 79424
       Telephone: (806) 722-1100
       Facsimile: (806) 722-1423
       Attn: Kendall Cowan, Chief Financial Officer

       with copies to:

       SKADDEN, ARPS, SLATE, MEAGHER & FLOM LLP
       4 Times Square
       New York, New York 10036-6522
       Telephone: (212) 735-3000
       Facsimile: (212) 735-2000
       Attn: J. Gregory Milmoe, Esq.

       -- and --

       One Rodney Square
       P.O. Box 636
       Wilmington, Delaware 19899-0636
       Telephone: (302) 651-3000
       Facsimile: (302) 651-3001
       Attn: Mark S. Chehi, Esq.

     12.11 TAX LIABILITY. The Reorganized Debtors are hereby authorized to
request an expedited determination under section 505(b) of the Bankruptcy Code
of the tax liability of the Debtors for all taxable periods ending after the
Petition Date through, and including, the Effective Date.

     12.12 SCHEDULES. All exhibits, lists and schedules to the Plan and the
Plan Supplement are incorporated hereby and are made a part of the Plan as if
set forth in full herein.

     12.13 JURISDICTION OVER THE REORGANIZED DEBTORS. Notwithstanding the
jurisdiction retained in Article XI hereof, from and after the Effective Date,
the Bankruptcy Court shall not have the power to issue any order which modifies
the New Notes, the Preferred Units, or the rights of the Holders thereof.

     12.14 FILING OF ADDITIONAL DOCUMENTS. On or before substantial
consummation of the Plan, the Debtors shall File such agreements and other
documents as may be necessary or appropriate to effectuate and further evidence
the terms and conditions of the Plan.

     12.15 GOVERNING LAW. Unless a rule of law or procedure is supplied by
federal law (including the Bankruptcy Code and Bankruptcy Rules), the laws of
(i) the State of Delaware shall govern the


                                    PLAN-28
<PAGE>

construction and implementation of the Plan and any agreements, documents, and
instruments executed in connection with the Plan (unless such agreement,
document or instrument provides otherwise) and (ii) the laws of the state of
incorporation, organization or formation of each of the Debtors shall govern
corporate governance matters with respect to such Debtors, in each case without
giving effect to the principles of conflicts of law thereof.

     12.16 PREPAYMENT. Except as otherwise provided in the Plan or the
Confirmation Order, the Debtors shall have the right to prepay, without
penalty, all or any portion of an Allowed Claim at any time; provided, however,
that any such prepayment shall not be violative of, or otherwise prejudice, the
relative priorities and parities among the Classes of Claims.

     12.17 SECTION 1125(E) OF THE BANKRUPTCY CODE. As of the Confirmation Date,
the Debtors shall be deemed to have solicited acceptances of the Plan in good
faith and in compliance with the applicable provisions of the Bankruptcy Code.
The Debtors and each of their respective affiliates, agents, directors,
officers, managers, employees, investment bankers, financial advisors,
attorneys and other professionals have participated in good faith and in
compliance with the applicable provisions of the Bankruptcy Code in the offer
and issuance of the New Notes and Preferred Units under the Plan, and therefore
are not, and on account of such offer, issuance and solicitation will not be,
liable at any time for the violation of any applicable law, rule or regulation
governing the solicitation of acceptances or rejections of the Plan or the
offer and issuance of New Notes and Preferred Units under the Plan.



Dated: Wilmington, Delaware         Respectfully submitted,
           , 2003
                                    ALAMOSA HOLDINGS, INC.

                                    By:____________________________________


                                    ALAMOSA PCS HOLDINGS, INC.

                                    By:____________________________________


                                    ALAMOSA (DELAWARE), INC.

                                    By:____________________________________


                                    ALAMOSA HOLDINGS, LLC

                                    By:____________________________________


                                    ALAMOSA PCS, INC.

                                    By:____________________________________

                                    PLAN-29
<PAGE>

                                    ALAMOSA WISCONSIN GP, LLC

                                    By:____________________________________

                                    ALAMOSA WISCONSIN LIMITED PARTNERSHIP

                                    By:____________________________________

                                    ALAMOSA (WISCONSIN) PROPERTIES, LLC

                                    By:____________________________________

                                    ALAMOSA FINANCE, LLC

                                    By:____________________________________

                                    ALAMOSA LIMITED, LLC

                                    By:____________________________________

                                    TEXAS TELECOMMUNIC LP

                                    By:____________________________________

                                    ALAMOSA PROPERTIES, LP

                                    By:____________________________________

                                    ALAMOSA DELAWARE GP, LLC

                                    By:____________________________________

                                    ALAMOSA MISSOURI, LLC

                                    By:____________________________________

                                    ALAMOSA MISSOURI PROPERTIES, LLC

                                    By:____________________________________

                                    WASHINGTON OREGON WIRELESS, LLC

                                    By:____________________________________

                                    WASHINGTON OREGON WIRELESS PROPERTIES, LLC
                                    By:____________________________________

                                    PLAN-30
<PAGE>


                                    WASHINGTON OREGON WIRELESS LICENSES, LLC

                                    By:____________________________________

                                    SWGP, LLC

                                    By:____________________________________

                                    SWLP, LLC

                                    By:____________________________________

                                    SOUTHWEST PCS, LP

                                    By:____________________________________

                                    SOUTHWEST PCS PROPERTIES, LLC

                                    By:____________________________________

                                    SOUTHWEST PCS LICENSES, LLC

                                    By:____________________________________
Counsel:

_____________________________________
J. Gregory Milmoe
Alan J. Carr
SKADDEN, ARPS, SLATE, MEAGHER
& FLOM LLP
4 Times Square
New York, New York 10036-6522
(302) 651-3000

-- and --

Mark S. Chehi (I.D. No. 2855)
Theresa V. Brown-Edwards (I.D. No. 4225)
One Rodney Square
P.O. Box 636
Wilmington, Delaware 19899-0636
(302) 651-3000

Attorneys for
Alamosa Holdings, Inc., et al.,
Debtors and Debtors-In-Possession



                                    PLAN-31
<PAGE>

     Alamosa has appointed Wells Fargo Bank Minnesota, N.A. as (i) the Exchange
Agent and the Information Agent for the Exchange Offers and (ii) the Voting
Agent for acceptances of the proposed Prepackaged Plan. All inquiries relating
to this Disclosure Statement and the transactions contemplated hereby,
including voting on the Prepackaged Plan, should be directed to the Information
Agent at the telephone numbers and address set forth below. All completed
Letters of Transmittal, including the Ballots contained therein to vote on the
Prepackaged Plan and Consents should be directed to Wells Fargo in its capacity
as the Exchange Agent and the Voting Agent for the Exchange Offers at one of
the addresses set forth below. All questions regarding the procedures for
tendering in the Exchange Offers and requests for assistance in tendering your
Existing Notes should also be directed to the Exchange Agent at one of the
following telephone numbers and addresses:


                            For Information Contact:


          WELLS FARGO BANK MINNESOTA, N.A., CORPORATE TRUST OPERATIONS

                                 (612) 316-4305




<TABLE>
<S>                                <C>                                    <C>
  By Regular or Certified Mail:                  By Hand:                 By Overnight Mail or Courier:

Wells Fargo Bank Minnesota, N.A.     Wells Fargo Bank Minnesota, N.A.     Wells Fargo Bank Minnesota, N.A.
          MAC #N9303-110                     MAC #N9303-121                   608 Second Avenue South
     Corporate Trust Services          Corporate Trust Operations            Corporate Trust Services,
       Minneapolis, MN 55479             6th & Marquette Avenue                     11th Floor
                                          Minneapolis, MN 55479                 Minneapolis, MN 55402

                                     For Information or to Confirm by
                                             Telephone Call:
                                              (612) 316-4305

                                   To Request Solicitation Packages or
                                        Other Documentation Call:
                                              (800) 344-5128

                                     By Facsimile (Eligible Guarantor
                                    Institutions Only): (612) 667-2160
</TABLE>

     DELIVERY OF A LETTER OF TRANSMITTAL AND CONSENT TO AN ADDRESS OTHER THAN
THE ADDRESS LISTED ABOVE OR TRANSMISSION OF INSTRUCTIONS BY FACSIMILE OTHER
THAN AS SET FORTH ABOVE IS NOT VALID DELIVERY OF THE LETTER OF TRANSMITTAL AND
CONSENT.


     Requests for additional copies of this Disclosure Statement, Parent's or
Alamosa Delaware's 2002 Annual Report on Form 10-K, the enclosed Letter of
Transmittal and Consent or the enclosed Notice of Guaranteed Delivery and
Consent may be directed to Wells Fargo at the respective telephone numbers and
addresses listed above.

