                                                                       Exhibit 10.65

                                       ADDENDUM XI
                                           TO
                           SPRINT PCS MANAGEMENT AGREEMENT AND
                              SPRINT PCS SERVICES AGREEMENT

                 Amending these agreements further and restating certain
                            Paragraphs in Addenda I through X

                                  Dated March 26, 2004

    Manager: ALAMOSA MISSOURI, LLC (formerly known as Roberts Wireless
             Communications, LLC)

    Service Area BTAs:

    Missouri  Cape Girardeau # 66
              Columbia # 90
              Jefferson City # 217
              Joplin # 220
              Kirksville # 230
              Poplar Bluff # 355
              Rolla # 383
              St. Joseph # 393
              Sedalia # 414
              Springfield # 428
              West Plains # 470

    Kansas    Pittsburg # 349
              Kansas City # 226
                   (Atchison County, KS only)

    Illinois  Carbondale # 67
              Quincy    # 367

              This Addendum XI (this "Addendum") contains amendments to the Sprint
    PCS Management Agreement, the Sprint PCS Services Agreement, the Sprint
    Trademark and Service Mark License Agreement and the Sprint Spectrum Trademark
    and Service Mark License Agreement, each of which was entered into on June 8,
    1998 by the same parties to this Addendum.

              The Management Agreement, Services Agreement and Trademark License
    Agreements were amended by:

              (1)  Addendum I dated June 8, 1998,

                                           1

              (2)  Addendum II dated October 6, 1998,

              (3)  Addendum III dated January 21, 1999,

              (4)  Addendum IV dated September 8, 1999,

              (5)  Addendum V dated February 22, 2000,

              (6)  Addendum VI dated May 5, 2000,

              (7)  Addendum VII dated July 27, 2000,

              (8)  Addendum VIII dated February 14, 2001,

              (9)  Addendum IX dated November 29, 2002 and

              (10) Addendum X dated September 12, 2003.

              The purposes of this Addendum are to (1) amend the Management
    Agreement, the Services Agreement, the Trademark License Agreements and the
    Schedule of Definitions and restate those paragraphs in the addenda executed
    previously that amend the Management Agreement, the Services Agreement, the
    Trademark License Agreements and the Schedule of Definitions (see section A
    below), and (2) provide cross-references to those paragraphs in addenda executed
    previously that are not restated in this Addendum (see section B below).

              The terms and provisions of this Addendum control over any conflicting
    terms and provisions contained in the Management Agreement, the Services
    Agreement, the Trademark License Agreements and the Schedule of Definitions. The
    Management Agreement, the Services Agreement, the Trademark Licenses Agreements,
    the Schedule of Definitions and all prior addenda continue in full force and
    effect, except for express modifications made in this Addendum. This Addendum
    does not change the effective date of any prior amendment made to the Management
    Agreement, the Services Agreement, the Trademark License Agreements or the
    Schedule of Definitions through previously executed addenda.

              Capitalized terms used and not otherwise defined in this Addendum have
    the meaning ascribed to them in the Schedule of Definitions or in prior addenda.
    Section and Exhibit references are to sections and Exhibits of the Management
    Agreement unless otherwise noted.

              The parties entered into Addendum X dated September 12, 2003, but the
    parties acknowledge that Addendum X is superseded in its entirety by this
    Addendum. This Addendum is effective upon execution by the Parties of all of the
    following addenda (the "Effective Date"):

         o    Alamosa Missouri, LLC Addendum XI,

         o    Alamosa Wisconsin Limited Partnership Addendum X,

         o    Southwest PCS, L.P. Addendum VI,

         o    Texas Telecommunications, LP Addendum XI, and

                                           2

         o    Washington Oregon Wireless LLC Addendum VII.

              Sprint PCS will determine the amount payable to or due from Manager
    that results from changes effected by this Addendum for the period from the
    Effective Date of Addendum X to the Effective Date of this Addendum (the "MFN
    True-Up Amount"). Within 30 calendar days after the Effective Date of this
    Addendum, Sprint PCS will notify Manager of the MFN True-Up Amount and provide
    reasonable supporting detail and calculations used to calculate the MFN True-Up
    Amount. If Sprint PCS owes Manager the MFN True-Up Amount, Sprint PCS will pay
    Manager the MFN True-Up Amount at the time Sprint PCS sends the MFN True-Up
    Amount notice.

              If Manager disputes the MFN True-Up Amount determined by Sprint PCS,
    Manager must give Sprint PCS written notice of the specific dispute, the reason
    for the dispute and the MFN True-Up Amount Manager believes is correct,
    including reasonable supporting detail and calculations, within 10 calendar day
    after delivery of the MFN True-Up Amount notice by Sprint PCS. If the parties
    are unable to resolve the dispute within 60 calendar days after the Effective
    Date of this Addendum, the dispute will be submitted for resolution under the
    dispute resolution process in section 14.

              Within 5 business days after the MFN True-Up Amount is finally
    determined, whether through agreement of the parties or through the dispute
    resolution process in section 14:

                   (i) if Sprint PCS owes Manager any additional MFN True-Up Amount,
         then Sprint PCS, in its sole discretion, can pay Manager in a separate wire
         transfer or include the MFN True-Up Amount in the calculation of the next
         monthly payment due under section 10.12; or

                   (ii) if Manager owes Sprint PCS the MFN True-Up Amount or a
         reimbursement of any overpayment of the MFN True-Up Amount by Sprint PCS,
         then Manager, in its sole discretion, can pay Sprint PCS in a separate wire
         transfer or instruct Sprint PCS to include the MFN True-Up Amount in the
         calculation of the next monthly payment due under section 10.12.

              The MFN True-Up Amount will not bear interest.

              In connection with this Addendum, a Settlement Agreement and Mutual
    Release, dated September 12, 2003, between Sprint Spectrum L.P., SprintCom,
    Inc., Sprint Communications Company L.P., WirelessCo, L.P., Alamosa Holdings,
    Inc., Alamosa (Delaware), Inc., Alamosa Holdings, LLC, Alamosa Missouri, LLC
    (f/k/a Roberts Wireless Communications, LLC), Southwest PCS, L.P., Washington
    Oregon Wireless LLC, Alamosa Wisconsin Limited Partnership and Texas
    Telecommunications, LP was executed and delivered, and the payment required
    under that agreement was paid and received.

                                           3

              On the Effective Date the Management Agreement, the Services
    Agreement, the Trademark License Agreements and the Schedule of Definitions are
    amended and restated as follows:

    A. New Amendments and Restatement of Previous Amendments to Sprint PCS
    Agreements.

                                  Management Agreement

         1. Updated Sprint Parties [NEW]. Recital A is amended to read as follows:

                   A. Sprint Spectrum L.P., a Delaware limited partnership,
         WirelessCo, L.P., a Delaware limited partnership, SprintCom, Inc., a Kansas
         corporation, American PCS Communications, LLC, a Delaware limited liability
         company, APC PCS, LLC, a Delaware limited liability company, PhillieCo
         Partners I, L.P., a Delaware limited partnership, PhillieCo, L.P., a
         Delaware limited partnership, Sprint Telephony PCS, L.P., a Delaware
         limited partnership, and Sprint PCS License, L.L.C., a Delaware limited
         liability company, hold and exercise, directly or indirectly, control over
         licenses to operate wireless services networks.

         2. Expanded Service Area [Addm VI, Section 1]. The Manager's Service Area
    includes the Kansas City BTA (Atchison County, KS only) BTA No. 226.

         3. Vendor Purchase Agreement - Software Fees [NEW]. Section 1.3 is amended
    to read as follows:

              Insert: "1.3.1 Discounted Volume-Based Pricing." before the first
         paragraph.

              Insert: "1.3.2 Subscriber and Infrastructure Equipment." before the
         second paragraph.

              Insert: "1.3.3 Exclusive Use." before the third paragraph.

              Add a new section 1.3.4 as follows:

         1.3.4 Software Fees.

              (a) Manager acknowledges that Sprint PCS administers the testing and
         implementation of the Software (i.e., pushing of the Software) into the
         Service Area Network.

                                           4

              (b) Sprint PCS, when obtaining software for its own use that is
         identical to the Software, will use commercially reasonable efforts to
         obtain a license from vendors providing for the right of Manager to use the
         Software in connection with telecommunications equipment manufactured by
         the vendor (collectively the software obtained by Sprint PCS for its own
         use and the Software that operates on telecommunications equipment
         manufactured by the vendor are for purposes of this section 1.3.4, the
         "Vendor Software"; when the term "Vendor Software" is used with respect to
         Manager, it means only the Software, and not the software used only by
         Sprint PCS).

              (c) Manager will arrange independently with the vendor to obtain a
         license if Sprint PCS cannot reasonably obtain a license for Manager. Any
         license that Manager obtains from a vendor must require the Vendor Software
         to be tested in Sprint PCS test beds by Sprint PCS and require Sprint PCS,
         not the vendor or Manager, to push the Vendor Software to the Service Area
         Network unless Sprint PCS otherwise consents in advance in writing. Sprint
         PCS agrees to test the Vendor Software in Sprint PCS test beds within a
         reasonable period after Manager reasonably requests the tests in writing.

              (d) Sprint PCS will:

                        (i) notify Manager in writing at least 60 days before the
                   date of an automatic renewal of, or Sprint PCS' unilateral act to
                   renew or extend, an agreement that provides Sprint PCS the right
                   to use the Vendor Software, or

                        (ii) use reasonable efforts to notify Manager in writing
                   before the date Sprint PCS intends to start negotiations with a
                   vendor regarding extension, renewal, pricing or other material
                   terms relating to Sprint PCS' and Manager's right to use the
                   Vendor Software (whether for new Software or renewal of an
                   existing license), and at least 60 days before the date Sprint
                   PCS executes an agreement, extension or renewal.

              The notice by Sprint PCS will include the material terms and
         conditions of any such agreement or negotiations to the extent known at the
         time of the notice, including the network elements to be covered by the
         right to use the Vendor Software. Manager must notify Sprint PCS in writing
         within 30 days after receiving the notice described in the first sentence
         of this section 1.3.4(d) if Manager wants Sprint PCS to attempt to obtain
         or continue the right for Manager to use the Vendor Software. Sprint PCS
         will renew or negotiate the agreement as if Manager will not be a user of
         the Vendor Software if Manager does not provide notice to Sprint PCS within
         the 30-day period. However, Sprint PCS may obtain

                                           5

         pricing from the vendor for the Vendor Software that includes Manager as a
         user if obtaining the pricing does not obligate Manager to be a user.

              Sprint PCS will advise Manager upon Manager's reasonable request of
         the status of the Software negotiations if Manager requested Sprint PCS to
         obtain or continue the right for Manager to use the Vendor Software under
         Sprint PCS' agreement with the vendor. Sprint PCS will use commercially
         reasonable efforts to give Manager notice of the final pricing for the
         right to use the Vendor Software no less than 20 days before the expected
         execution or renewal of the agreement; provided that, in any event, Sprint
         PCS will give Manager notice of the final pricing no less than 3 Business
         Days before the expected execution or renewal of the agreement. If
         necessary, Manager agrees to use commercially reasonable efforts to enter
         into a nondisclosure agreement with the vendor to facilitate providing such
         final pricing to Manager.

              Manager may give Sprint PCS notice by the time set forth in Sprint
         PCS' notice to Manager (which time will not be less than 10 Business Days)
         that Manager does not intend to use the Vendor Software through the
         agreement between Sprint PCS and the vendor. If Manager does not give this
         final notice to Sprint PCS, Manager is deemed to agree to be a user of the
         Vendor Software through the agreement between Sprint PCS and the vendor and
         will pay the Allocable Software Fee. Within 15 Business Days after
         execution of an agreement between Sprint PCS and the vendor, Sprint PCS
         will provide to Manager a forecast of Manager's Allocable Software Fee, the
         estimated payment due dates relating to the Allocable Software Fee, and the
         proportion of Manager's Allocable Software Fee forecast to be due on each
         payment due date.

              Sprint PCS does not have to obtain a license for Vendor Software for
         Manager, even if Manager requests Sprint PCS to obtain such license, if at
         any time before execution of the agreements granting the license Sprint PCS
         reasonably believes that Manager is more likely than not to unreasonably
         refuse to pay the Allocable Software Fee or Sprint PCS reasonably believes
         that the Manager is in such financial condition that Manager is more likely
         than not to be unable to pay the Allocable Software Fee.

              If Manager accepts the Vendor Software, Sprint will give Manager,
         Manager's proportional share of (i) any cash benefits relating specifically
         to the Vendor Software that Sprint PCS obtains from the vendor, and (ii) to
         the extent reasonably able to be made available to Manager, other benefits,
         including training, relating specifically to the Vendor Software.

              (e) Sprint PCS will pay all Software Fees relating to the Vendor
         Software to the vendor if Sprint PCS obtains a license from the vendor that
         provides Manager the right to use the Vendor Software and Manager agrees to
         pay any applicable Allocable Software Fee in accordance with this section

                                           6

         1.3.4(e). Manager will be deemed to agree to pay any applicable Allocable
         Software Fee if both:

                        (i) Manager has not taken the action described in paragraph
                   (d) above to decline obtaining the right to use the Vendor
                   Software through the agreement between Sprint PCS and the vendor,
                   and

                        (ii) Sprint PCS obtains a license providing for the right of
                   Manager to use the Vendor Software.

              Manager will pay Sprint PCS the Allocable Software Fee (as defined
         below) within 30 days after receipt of an invoice. Sprint PCS will invoice
         Manager only after Sprint PCS pays the underlying Software Fee to the
         vendor. The Allocable Software Fee will not include any amount for Software
         that is the same as or functionally equivalent to any Software (y) that is
         a component of any service for which a fee is charged under the Services
         Agreement or (z) for which Sprint PCS otherwise charges Manager under this
         agreement.

              Sprint PCS will calculate the "Allocable Software Fee" as follows:

                   For each vendor, multiply:

                        (i) the Net Software Cost of the Software Fees attributable
                   to the Vendor Software for which Sprint PCS has obtained for
                   itself, Manager and Other Managers a license or other right to
                   use, by

                        (ii) the quotient of:

                             (A) the number of Customers and Reseller Customers with
                        an NPA-NXX assigned to the Service Area that are assigned to
                        a system using the Vendor Software, as reported in the most
                        recent monthly report that Sprint PCS issues before the date
                        that Sprint PCS prepares an Allocable Software Fee invoice,
                        divided by:

                             (B) the number of Customers and Reseller Customers that
                        are assigned to any system using the Vendor Software, as
                        reported in the most recent monthly report that Sprint PCS
                        issues before the date that Sprint PCS prepares an Allocable
                        Software Fee invoice.

              (f) Sprint PCS will include with the invoice for the Allocable
         Software Fee a list of the component charges, if available from the Vendor.
         The

                                           7

         Software Fees that Sprint PCS pays to the vendor will reflect rates no
         greater than commercial rates negotiated at arms' length. For purposes of
         clarification, the parties acknowledge the vendor may insist on a
         comprehensive fee without listing each component, but rather asserting that
         the fee covers all software necessary to operate the equipment. But Sprint
         PCS will provide to Manager a description of all the features and
         functionality in reasonable detail for all Software for which Manager is to
         pay an Allocable Software Fee.

              (g) Manager will not be charged the Allocable Software Fee for the
         Vendor Software after Manager:

                        (i) notifies Sprint PCS in writing within the periods
                   allowed in section 1.3.4(d) that Manager declines to have Sprint
                   PCS obtain a right for Manager to use the Vendor Software or that
                   it does not intend to use the Vendor Software,

                        (ii) obtains its own license providing for Manager's right
                   to use the Vendor Software, and

                        (iii) complies with the requirements of section 1.3.4(h).

              (h) Manager will obtain its own license providing for Manager's right
         to use the Vendor Software from the vendor if Manager elects not to have
         Sprint PCS attempt to obtain a right for Manager to use the Vendor Software
         under section 1.3.4(d). Manager will notify Sprint PCS in writing and
         deliver to Sprint PCS within 10 Business Days after Manager's execution of
         Manager's separate license, a signed document from the vendor confirming
         that:

                        (i) the vendor has provided Manager a separate license for
                   the necessary software and the term of that license, which term
                   with appropriate renewal rights, must be at least as long as the
                   license Sprint PCS has from the vendor,

                        (ii) the fees paid by Manager to the vendor reflect
                   commercial rates negotiated at arms' length,

                        (iii) the Vendor Software covered by Manager's license
                   provides the usage and functionality necessary for Manager to
                   operate the Service Area Network in compliance with the Sprint
                   PCS Technical Program Requirements, and

                                           8

                        (iv) the Vendor Software may be tested in Sprint PCS test
                   beds by Sprint PCS and will be pushed to the Service Area Network
                   by Sprint PCS, not the vendor or Manager, unless Sprint PCS
                   otherwise consents in advance in writing. Sprint PCS agrees to
                   test the Vendor Software in Sprint PCS test beds within a
                   reasonable period after Manager reasonably requests in writing.

    4. Interconnection [NEW]. Section 1.4 is amended and restated in its entirety to
    read as follows:

              If Manager desires to interconnect a portion of the Service Area
         Network with another carrier and Sprint PCS can interconnect with that
         carrier at a lower rate, then to the extent that applicable laws, tariffs
         and agreements permit, Sprint PCS will use commercially reasonable efforts
         to arrange for the interconnection under its agreements with the carrier
         within a commercially reasonable period. Sprint PCS will bill the
         interconnection fees to Manager at actual cost.

         5. Forecasting [NEW]. Section 1.6 is amended and restated in its entirety
    to read as follows:

              1.6 Forecasting. Manager and Sprint PCS will work cooperatively to
         generate mutually acceptable forecasts of important business metrics that
         they agree upon. The forecasts are for planning purposes only and do not
         constitute either party's obligation to meet the quantities forecast.

         6. Revised Financing Plan [NEW]. Exhibit 1.7 attached to this Addendum
    supersedes and replaces Exhibit 1.7 attached to Addendum IX to the Management
    Agreement.

         7. Information [NEW]. A new section 1.9 is added to the Management
    Agreement.

              1.9 Access to Information.

                   1.9.1 Network Operations. Manager and Sprint PCS will have access
         to, and may monitor, record or otherwise receive, information processed
         through equipment, including switches, packet data switching nodes and cell
         site equipment, that relates to the provision of Sprint PCS Products and
         Services or to the provision of telecommunications services to Reseller
         Customers in the Service Area Network, if the access, monitoring, recording
         or receipt of the information is accomplished in a manner that:

                                           9

                        (i) Does not unreasonably impede Manager or Sprint PCS from
                   accessing, monitoring, recording or receiving the information,

                        (ii) Does not unreasonably encumber Manager's or Sprint PCS'
                   operations (including, without limitation, Sprint PCS' real-time
                   monitoring of the Sprint PCS Network status, including the
                   Service Area Network),

                        (iii) Does not unreasonably threaten the security of the
                   Sprint PCS Network,

                        (iv) Does not violate any law regarding the information,

                        (v) Complies with technical requirements applicable to the
                   Service Area Network,

                        (vi) Does not adversely affect any warranty benefiting
                   Manager or Sprint PCS (e.g., software warranties), and

                        (vii) With respect to the information processed through
                   Manager's equipment, including its switches, does not result in a
                   material breach of any agreement regarding the information (e.g.,
                   national security agreements).

                   Sprint PCS and Manager will immediately notify the other party
         and reasonably cooperate to establish new procedures for allowing both
         Manager and Sprint PCS to access, monitor, record and receive the
         information in a manner that meets the criteria in clauses (i) through
         (vii) above if either Manager or Sprint PCS reasonably determines that the
         other party is accessing, monitoring, recording or receiving the
         information described in this section 1.9.1 in a manner that does not meet
         the criteria in clauses (i) through (vii) above.

                   Manager owns the information regarding the performance of its
         equipment. Each of Manager and Sprint PCS may use the information obtained
         under this section 1.9.1 for any reasonable internal business purpose,
         during the term of and after termination of this agreement, the Services
         Agreement and the Trademark License Agreements, so long as the use would be
         in accordance with those agreements if those agreements were still in
         effect.

                   1.9.2 Customer Information. Manager is entitled to receive
         information Sprint PCS accesses, monitors, records or receives

                                           10

         concerning the Service Area Network or the Customers with NPA-NXXs assigned
         to Manager's Service Area, subject to the terms of this section 1.9.2 and
         section 1.9.3 and Manager's compliance with CPNI requirements and any other
         legal requirements applicable to the information.

                   Sprint PCS will provide the information in the format that
         Manager requests at no additional charge to Manager if Sprint PCS accesses,
         monitors, records, receives or reports for its own use the information
         specific to Manager that Manager requests in the same format as Manager
         requests. Sprint PCS will use commercially reasonable efforts to provide
         the information within 5 Business Days.

                   Sprint PCS will provide the information in the format that
         Manager requests if Sprint PCS accesses, monitors, records, receives or
         reports for its own use the information that Manager requests, but not in
         the same format that Manager requests, if Manager agrees to pay or
         reimburse Sprint PCS for the costs Sprint PCS reasonably incurs. Sprint PCS
         will use commercially reasonable efforts to provide the requested
         information within 15 Business Days.

                   If Sprint PCS accesses, monitors, records or receives the
         information requested by Manager, but not in the same format that Manager
         requests, then Sprint PCS will provide the requested information as raw
         data, if:

                   (i) Sprint PCS chooses not to provide the information as
              described in the preceding paragraph, and

                   (ii) Manager agrees to pay or reimburse Sprint PCS for the costs
              Sprint PCS reasonably incurs.

         Sprint PCS will use commercially reasonable efforts to provide the raw data
         within 15 Business Days.

                   Sprint PCS owns the information regarding the Customers. Each of
         Manager and Sprint PCS may use the information obtained under this section
         1.9.2 during the term of and after termination of this agreement, the
         Services Agreement and the Trademark License Agreements so long as the use
         would be in accordance with those agreements if those agreements were still
         in effect.

              1.9.3 Limitations and Obligations. Sprint PCS does not have to provide
         any information that Manager reasonably requests under this agreement or
         the Services Agreement that:

                                           11

                        (i) Manager can obtain itself in accordance with section
                   1.9.1 (if Sprint PCS has provided Manager with any necessary
                   specifications requested by Manager as to how to obtain the
                   information), unless Sprint PCS already has the information in
                   its possession and has not previously delivered it to Manager,

                        (ii) Sprint PCS no longer maintains,

                        (iii) Manager has already received from Sprint PCS or its
                   Related Parties,

                        (iv) Sprint PCS does not access, monitor, record, receive or
                   report, or

                        (v) Sprint PCS must make system modifications to provide the
                   raw data, including without limitation modifying or adding data
                   fields or modifying code.

              Sprint PCS will provide Manager a copy of the then-current Sprint PCS
         document retention policy from time to time upon reasonable request.

              1.9.4 Contracts. Sprint PCS will disclose to Manager the relevant
         terms and conditions of any agreement between Sprint PCS and any third
         party:

                        (i) with which Manager must comply, directly or indirectly,
                   under the Management Agreement, the Services Agreement or any
                   Program Requirement,

                        (ii) from which Manager is entitled to any benefit, or

                        (iii) that relate to any pass-through amounts that Sprint
                   PCS charges Manager under this agreement or Settled-Separately
                   Manager Expenses under the Services Agreement.

         In each case Sprint PCS' disclosure will be in sufficient detail to enable
         Manager to determine the obligations or benefits with which Manager must
         comply or benefit or the charges or expenses to be paid by Manager. Sprint
         PCS may provide to Manager copies of the agreements or the relevant terms
         and conditions of such agreements in electronic format upon notice to
         Manager, including by posting the copies or relevant terms and conditions
         to a secure website to which Manager has access. Once each calendar year
         and from time to time when a change is effected to any relevant term or
         condition, Manager may request copies of the agreements

                                           12

         that are not posted to the secure website or whose relevant terms and
         conditions are not posted to the secure website.

              Sprint PCS will provide a copy of the agreement to Manager to the
         extent permissible by the terms of the agreement. Sprint PCS will allow
         Manager or its representatives to review a copy of the agreement to the
         extent permissible by the agreement if the agreement prohibits Sprint PCS
         from providing Manager a copy. Sprint PCS will satisfy the requirements of
         this section 1.9.4 if it chooses to provide a copy of the agreement in
         electronic form on a server that Sprint PCS designates. Sprint PCS will use
         commercially reasonable efforts to obtain the right from the third party,
         if required, to provide a complete copy to Manager of any agreement between
         Sprint PCS and any third party of the type described in this section 1.9.4.

         8. Most Favored Nation [NEW]. A new section 1.10 is added to the Management
    Agreement:

              1.10 Subsequent Amendments to Other Managers' Management Agreements
         and Services Agreements. Manager has the right to amend the terms in its
         Management Agreement and Services Agreement as described in this section
         1.10 if during the period beginning on the date of this Addendum and ending
         December 31, 2006, any of the terms of a 3M-pops Manager's Management
         Agreement or Services Agreement are amended in any manner for any reason to
         be more favorable to the 3M-pops Manager than the terms of Manager's
         Management Agreement or Services Agreement are to Manager, subject to the
         following:

                   (a) All of the Alamosa Managers must elect to accept all, but not
              less than all, of the terms of the 3M-pops Manager's Management
              Agreement and Services Agreement agreed to since the Effective Date
              (including accepting existing terms that relate to the changes or
              terms that were previously changed and not previously accepted by
              Manager but that remain a part of the latest version of the 3M-pops
              Manager's agreement) (collectively, but excluding the changes
              described in paragraphs (b) and (c) below, the "Overall Changes").

                   (b) Manager will not be required to accept any changes involving
              payment of specific disputed amounts arising under the Management
              Agreement or Services Agreement of the 3M-pops Manager, and

                   (c) No amendments in Manager's Management Agreement and Services
              Agreement will be made to reflect

                                           13

              changes made in a 3M-pops Manager's Management Agreement and Services
              Agreement if such changes are:

                        (i) made solely because the 3M-pops Manager owns spectrum on
                   which all or a portion of its network operates, unless the
                   3M-pops Manager acquired this spectrum from Sprint PCS or its
                   Related Parties after the Effective Date, or

                        (ii) compelled by a law, rule or regulation that applies to
                   the 3M-pops Manager, but not to Manager, or

                        (iii) made solely to modify the build-out plan.

              Sprint PCS will prepare and deliver to Manager either an addendum
         containing the Overall Changes that have been made to the 3M-pops Manager's
         agreements in all of its addenda or copies of the 3M-pops Manager's amended
         and restated Management Agreement, Services Agreement and Trademark License
         Agreements (in each case redacted to protect the identity of the 3M-pops
         Manager) within 10 Business Days after the effective date of the amendment
         or other instrument containing these changes. Manager then has 30 days to
         notify Sprint PCS that Manager wants the Overall Changes.

              If Manager does not notify Sprint PCS in this 30-day time period in
         writing that it wants the Overall Changes, no changes will be made in the
         agreements between Manager and Sprint PCS and Manager will be deemed to
         have waived its rights under this section 1.10 with respect to the Overall
         Changes.

              If Manager notifies Sprint PCS within the 30-day time period in
         writing that it wants the Overall Changes, Sprint PCS will prepare, execute
         and deliver to Manager an addendum reflecting the Overall Changes. The new
         addendum will have the same effective date as the addendum or the restated
         Management Agreement, Services Agreement and Trademark License Agreements
         between Sprint PCS and the 3M-pops Manager that gave rise to the new
         addendum. Manager will have 15 days to review the new addendum and notify
         Sprint PCS if Manager determines any inaccuracies are reflected in the new
         addendum. Sprint will correct those inaccuracies and provide a corrected
         new addendum to Manager within 10 Business Days after Manager's
         notification.

              No changes will be made in the agreements between Manager and Sprint
         PCS if all the Alamosa Managers do not execute and return their respective
         signed addenda within 30 days after receipt of the signed addenda (or the
         corrected signed addenda, if applicable, pursuant to the

                                           14

         previous paragraph), in which case Manager will be deemed to have waived
         its rights under this section 1.10 with respect to the Overall Changes
         contained in the addendum presented.

              If Manager and Sprint PCS disagree as to whether the terms of the
         signed addendum accurately reflect the Overall Changes, then the parties
         will submit to binding arbitration in accordance with section 14.2,
         excluding the escalation process set forth in section 14.1. If the arbiter
         rules in favor of Manager, then Sprint PCS will make changes to the signed
         addendum that are necessary to reflect the arbiter's ruling and submit the
         revised signed addendum to Manager within 10 days after receipt of the
         arbiter's ruling. If the arbiter rules in favor of Sprint PCS, then Manager
         will execute the signed addendum as proffered to Manager within 10 days
         after Manager's receipt of the arbiter's ruling.

              The parties acknowledge that Sprint PCS can disclose to Manager who
         the 3M-pops Manager is that gave rise to the proposed addendum only if the
         3M-pops Manager agrees to the disclosure.

         9. Revised Buildout Plan [Addm VII, Section 1]. Section 2.1 is supplemented
    with the following language:

              (a) Revised Exhibits. Exhibit 2.1 attached to Addendum VII supersedes
         and replaces Exhibit 2.1 attached to Addendum V. Exhibit 2.1 includes:

                   (i)  Buildout Plan Map which distinguishes between the Minimum
                        Launch Footprint (as defined below) and Full Buildout
                        Coverage;

                   (ii) Buildout Plan Table which distinguishes between the Minimum
                        Launch Footprint (as defined below) and the Full Buildout
                        Coverage and sets forth the Contractual Launch Date and Full
                        Buildout Date for each A Market and B Market; and

                   (iii) Buildout Plan Description.

              (b) Penalty, Hard Launch

              Each penalty described in this subsection will begin accruing at 12:01
         am (Kansas City time) on the date six calendar days after the Contractual
         Launch Date set forth in Exhibit 2.1 for that respective market (each a
         "Penalty Date").

              The A Markets Penalty Amount equals the amount set forth on the
         following Penalty Table opposite the appropriate range of number of days
         from

                                           15

         and including the Contractual Launch Date to and including the date of the
         latest A Market to achieve Hard Launch.

              The B Markets Penalty Amount equals the amounts set forth on the
         following Penalty Table opposite the appropriate range of number of days
         from and including the Full Buildout Date to and including the date of each
         B Market to achieve Hard Launch. The B Markets Penalty Amount is the sum of
         each individual B Market that launches past the respective Contractual
         Launch Date; each individual B Market has a separate penalty amount.

                                Hard Launch Penalty Table

    -------------------------------------------------------------------------------------------------
              Penalty Period            A Markets Penalty Amount        B Markets Penalty Amounts
    -------------------------------------------------------------------------------------------------

    6-60 days past the Contractual        3% of Available EBV      1% of Available EBV multiplied by
    Launch Date                                                    the Proration Factor for each B
                                                                   market
    -------------------------------------------------------------------------------------------------
    61-90 days past the Contractual       5% of Available EBV      1.5% of Available EBV multiplied
    Launch Date                                                    by the Proration Factor for each
                                                                   B market
    -------------------------------------------------------------------------------------------------
    91-120 days past the Contractual      6% of Available EBV      2% of Available EBV multiplied by
    Launch Date                                                    the Proration Factor for each B
                                                                   market
    -------------------------------------------------------------------------------------------------
    121-150 days past the Contractual     9% of Available EBV      3% of Available EBV multiplied by
    Launch Date                                                    the Proration Factor for each B
                                                                   market
    -------------------------------------------------------------------------------------------------
    151-180 days past the Contractual     12% of Available EBV     4% of Available EBV multiplied by
    Launch Date                                                    the Proration Factor for each B
                                                                   market
    -------------------------------------------------------------------------------------------------

              (c)  Penalty, Full Buildout.

              Each penalty described in this subsection will begin accruing at 12:01
         am (Kansas City time) on the date six calendar days after the Full Buildout
         Date set forth in Exhibit 2.1 for that respective market (each also a
         "Penalty Date").

              The A Markets Penalty Amount equals the amount set forth on the
         following Penalty Table opposite the appropriate range of number of days
         from and including the Full Buildout Date to and including the date of the
         latest A Market to achieve Full Buildout Coverage.

              The B Markets Penalty Amount equals the amounts set forth on the
         following Penalty Table opposite the appropriate range of number of days
         from and including the Full Buildout Date to and including the date of each
         B Market to achieve Full Buildout Coverage. The B Markets Penalty Amount is
         the sum of each individual B Market in which Full Buildout Coverage occurs
         past the respective Full Buildout Date; each individual B Market has a
         separate penalty amount.

                                           16

                               Full Buildout Penalty Table

    ------------------------------------------------------------------------------------------------
              Penalty Period            A Markets Penalty Amount       B Markets Penalty Amounts
    ------------------------------------------------------------------------------------------------

    6-60 days past the Contractual       1.5% of Available EBV     .5% of Available EBV multiplied
    Launch Date                                                    by the Proration Factor for each
                                                                   B market
    ------------------------------------------------------------------------------------------------
    61-90 days past the Contractual      2.5% of Available EBV     .75% of Available EBV multiplied
    Launch Date                                                    by the Proration Factor for each
                                                                   B market
    ------------------------------------------------------------------------------------------------
    91-120 days past the Contractual     3% of Available EBV       1% of Available EBV multiplied by
    Launch Date                                                    the Proration Factor for each B
                                                                   market
    ------------------------------------------------------------------------------------------------
    121-150 days past the Contractual    4.5% of Available EBV     1.5% of Available EBV multiplied
    Launch Date                                                    by the Proration Factor for each
                                                                   B market
    ------------------------------------------------------------------------------------------------
    151-180 days past the Contractual    6% of Available EBV       2% of Available EBV multiplied by
    Launch Date                                                    the Proration Factor for each B
                                                                   market
    ------------------------------------------------------------------------------------------------

                   (d)  Payment of Penalty Amounts.

                        (i)  Manager will pay the aggregate penalty amounts on or
                             before the date five business days after the date the
                             last A Market or B Market achieves Full Buildout
                             Coverage (the "Assessment Date").

                        (ii) If the Assessment Date occurs prior to both March 31,
                             2001 and the closing of a Change of Control
                             Transaction, the Assessment Date will be extended to
                             the earlier of (a) the date that a Change of Control
                             Transaction closes or (b) five business days after the
                             Entire Business Value of Manager, as determined in
                             accordance with the Management Agreement, is determined
                             (which earlier date is the "Payment Date").

                        (iii) Manager will also owe Additional Interest on the
                             individual penalty amounts, which Additional Interest
                             is payable in the same manner as the penalty amounts
                             (e.g., timing and form of payment).

                        (iv) Manager will pay the aggregate penalty amounts in cash
                             or in Manager Shares, at Sprint PCS's election.
                             Payments of cash will be made via wire transfer
                             instruction provided to Manager by Sprint PCS.

                                           17

                        (v)  If the Assessment Date has not occurred as of the date
                             of the closing of a Change of Control Transaction,
                             Manager will place Manager Shares in escrow for the
                             benefit of Sprint PCS in an amount sufficient to cover
                             the penalty amounts.

                   (e)  Waiver of Cure Rights.

                        (i)  If Manager does not achieve Hard Launch or Full
                             Buildout Coverage, as applicable, in a market by
                             midnight on the 90-Day Threshold, Manager will be in
                             breach of a material term of the Management Agreement.
                             Accordingly, Sprint PCS may declare an Event of
                             Termination under the Management Agreement, and Manager
                             waives any right to a cure period set forth in section
                             11.3.3.

                        (ii) If Sprint PCS does not declare in writing an Event of
                             Termination within ten business days after the 90-Day
                             Threshold, Sprint PCS waives its right to declare an
                             Event of Termination based on Manager's failure to meet
                             a Contractual Launch Date or Full Buildout Date, as
                             applicable, until the 180-Day Threshold. If Manager
                             does not achieve Hard Launch or Full Buildout Coverage,
                             as applicable, in a market by the 180-Day Threshold,
                             Manager will be in breach of a material term of the
                             Management Agreement. Accordingly, Sprint PCS may
                             declare an Event of Termination under the Management
                             Agreement, and Manager waives any right to a cure
                             period set forth in section 11.3.3.

                   (f)  Definitions.

              "90-Day Threshold" means the date 90 calendar days after the
         Contractual Launch Date or the Full Buildout Date, as applicable, for a
         respective A Market or B Market.

              "180-Day Threshold" means the date 180 calendar days after the
         Contractual Launch Date or the Full Buildout Date, as applicable, for a
         respective A Market or B Market.

              "A Markets" means Springfield (BTA #428), Joplin (BTA #220) and Cape
         Girardeau (BTA #66).

                                           18

              "Additional Interest" means the sum of the products of (a) each
         individual penalty amount, multiplied by (b) 14% per annum, multiplied by
         (c) the number of calendar days from the respective Penalty Date to the
         Payment Date, inclusive, divided by 365.

              "Available EBV" means either:

                        (i)  if no Change of Control Transaction has closed by March
                             31, 2001, 80% of Entire Business Value of Manager, as
                             determined in accordance with the Management Agreement,
                             except that the Manager will pay all of the costs of
                             determining Entire Business Value, which includes, but
                             is not limited to, the cost of all parties' appraisers
                             (Available EBV will be determined as of a date, no
                             later than April 12, 2001 and completed by May 30,
                             2001); or

                        (ii) if a Change of Control Transaction closes on or before
                             March 31, 2001, 80% of the product of (a) 13,500,000
                             multiplied by (b) the closing share price of publicly
                             issued equity of Alamosa Holdings, Inc. on the date of
                             the closing of the Change of Control Transaction.

              "B Markets" means Rolla (BTA #383), Poplar Bluff (BTA #355),
         Carbondale (BTA #67), Quincy/Hannibal (BTA #367), and Kirksville (BTA
         #230).

              "Change of Control Transaction" means a transaction that results in a
         Change of Control, as defined in the Management Agreement, of Manager.

              "Chief Financial Officer of Sprint PCS", "Sprint PCS Chief Financial
         Officer" and other references to the Chief Financial Officer of Sprint PCS
         mean the Senior Vice President - Finance of Sprint Corporation designated
         to serve as the chief financial officer of Sprint PCS or if none, the
         individual serving in that capacity.

              "Contractual Launch Date" means the date set forth on the Buildout
         Plan Table portion of Exhibit 2.1.

              "Full Buildout Coverage" means network coverage of the geographic area
         described in Exhibit 2.1 in which commercial Sprint PCS service is offered,
         consistent with Sprint PCS standards and Program Requirements.

              "Full Buildout Date" means the date set forth on the Buildout Plan
         Table portion of Exhibit 2.1.

                                           19

              "Hard Launch" means, for each market, that (i) Manager has met all
         Sprint PCS standards and Program Requirements for operational and network
         readiness (which includes but is not limited to completion of the OPAC
         checklist, OPAC process, test plans, coverage definition, assessment of
         site readiness, network optimization, operational and systems readiness
         assessment by the Sprint PCS Operational Readiness Team); (ii) Manager has
         handset inventory, training completed and point-of-sale materials for
         Sprint PCS, Sprint PCS National Third Party and local third party retail
         outlets in the Minimum Launch Footprint to meet reasonably expected
         subscriber demand; (iii) Manager markets and sells Sprint PCS Products and
         Services through mass advertising (i.e., print, radio and television
         media); (iv) the Minimum Launch Footprint is complete; and (v) Manager has
         met all Sprint PCS soft launch criteria which means (a) systems are up and
         functioning, stores are operational (and open), and activations can occur,
         (b) soft launch typically occurs one week after network ready date, and one
         week before Hard Launch, (c) activations of friendly accounts may occur,
         but any store traffic is strictly unsolicited; (d) launch-related hiring
         and training should be completed prior to soft launch.

              "Manager Shares" are defined as the number of shares calculated by
         multiplying (i) the percentage of Manager's told equity equivalent to the
         penalty amount (i.e., the percentage calculated by dividing the dollar
         amount of the penalty by the dollar amount of Manager's total equity) by
         (ii) either (a) the membership interests of Manager, of no Change of
         Control Transaction has closed by March 31, 2001, or (b) the number of
         shares granted to Manager's members as consideration for their interests in
         Manager as a result of such change of control, if a Change of Control
         Transaction closes on or before March 31, 2001.

              "Minimum Launch Footprint" means the geographic area described in
         Exhibit 2.1 in which commercial Sprint PCS service is offered, consistent
         with Sprint PCS standards and Program Requirements.

              "Proration Factor" means a number between 0 and 1 that is calculated
         by dividing the covered pops of an individual B Market by the total covered
         pops of all B Markets, and then multiplying this amount by the Priority
         Factor, Proration Factors are set forth in Exhibit 2.1.

              "Priority Factor" is a number between 0 and 2. Priority Factors are
         set forth in Exhibit 2.1.

         10. Exclusivity of Service Area [Addm VIII, Section 5]. In section 2.3 and
    the Schedule of Definitions, the phrase "wireless mobility communications
    network" is replaced by the phrase "Wireless Mobility Communications Network".

         11. Coverage Enhancement [NEW]. Section 2.5 is replaced by the following
    language:

                                           20

              2.5 Manager's Right of First Refusal For New Coverage Build-out.
         Sprint PCS grants to Manager the right of first refusal to build-out New
         Coverage. Sprint PCS will give to Manager a written notice of a New
         Coverage within the Service Area that Sprint PCS decides should be
         built-out. Manager must communicate to Sprint PCS within 90 days after
         receipt of the notice whether it will build-out the New Coverage.

              If Manager decides to build-out the New Coverage then Manager and
         Sprint PCS will diligently negotiate and execute an amendment to the
         Build-out Plan and proceed as set forth in sections 2.1 and 2.2. The
         amended Build-out Plan will contain critical milestones that provide
         Manager a commercially reasonable period in which to implement coverage in
         the New Coverage. In determining what constitutes a "commercially
         reasonable period" as used in this paragraph, the parties will consider
         several factors, including local zoning processes and other legal
         requirements, weather conditions, equipment delivery schedules, the need to
         arrange additional financing, and other construction already in progress by
         Manager. Manager will construct and operate the network in the New Coverage
         in accordance with the terms of this agreement.

              If Manager (i) does not communicate to Sprint PCS within such 90-day
         period that it will build out the New Coverage, (ii) fails to agree with
         Sprint PCS upon the amended Build-Out Plan, or (iii) fails to build-out the
         New Coverage in accordance with the amended Build-Out Plan, then Sprint PCS
         shall be entitled to (A) build-out the New Coverage itself or allow a
         Sprint PCS Related Party to do so, or (B) offer third parties (including
         Other Managers) the right to build-out the New Coverage on terms and
         conditions that are no more favorable than those that were offered to and
         rejected by Manager. If (x) neither Sprint PCS, a Sprint PCS Related Party,
         nor any third party (with respect to such third party, on terms and
         conditions that are no more favorable than those that were offered to and
         rejected by Manager) commits to build-out such New Coverage within 150 days
         of the original communication to Manager with respect thereto, or (y) more
         favorable terms and conditions than those that were offered to and rejected
         by Manager are offered to any third party to build-out the New Coverage,
         then any build-out of such New Coverage shall again be subject to Manager's
         right of first refusal (and, if applicable, on such more favorable terms
         and conditions).

              Sprint PCS has the right, in a New Coverage that it constructs or that
         is constructed by a third party, to manage the network, allow a Sprint PCS
         Related Party to manage the network, or hire a manager to operate the
         network in the New Coverage. Any New Coverage that Sprint PCS or a third
         party builds out is deemed removed from the Service Area and the Service
         Area Exhibit is deemed amended to reflect the change in the Service Area.
         If Manager does not exercise its right of first refusal with respect to a
         New Coverage, Manager's right of first refusal does not terminate with
         respect to the remainder of the Service Area.

                                           21

         12. Long Distance Pricing [NEW]. Section 3.4 of the Management Agreement is
    amended and restated in its entirety to read as follows:

              3.4 IXC Services.

              3.4.1. Customer Long Distance. Sprint PCS and Manager will from time
         to time mutually define local calling areas in the Service Areas of Manager
         that Sprint PCS and Manager will use to determine when a customer will be
         billed for a "long distance call" under the applicable rate plan of the
         Customer. The parties acknowledge that these local calling areas (i) may
         change in geographic scope in response to competitive pressures or
         perceived market opportunities, and (ii) may not be able to be changed
         because of regulatory, industry, or system limitations. The parties will
         not use local calling areas to determine "long distance telephony services"
         under section 3.4.2. If the parties cannot agree on the extent of the local
         calling area they will resolve the matter through the dispute resolution
         process in section 14.

              3.4.2. Long Distance Services

              (a) Required purchase. Manager must obtain (i) long-distance telephony
         services through Sprint PCS or its Related Parties to provide long-distance
         service to users of the Sprint PCS Network and (ii) telephony services
         through Sprint PCS or its Related Parties to connect the Service Area
         Network with the national platforms that Sprint PCS uses to provide
         services to Manager under this agreement or the Services Agreement. The
         term "long distance telephony service" means any inter-LATA call for
         purposes of this section 3.4.2 as it relates to long-distance telephony
         services provided to users of the Sprint PCS Network.

              (b) Pricing and procedure. Sprint PCS will purchase for Sprint PCS,
         Manager and Other Managers long-distance telephony services used in the
         Sprint PCS Network from Sprint Communications Company L.P. or its Related
         Parties ("SCCLP"). Sprint PCS will purchase these long-distance telephony
         services at a price and terms at least as favorable to Sprint PCS, Manager
         and the Other Managers (considering Sprint PCS, Manager and the Other
         Managers as a single purchaser) as the best prices and terms SCCLP offers
         to any wholesale customer of SCCLP in similar situations when taking into
         account all relevant factors (e.g., volume, peak/off-peak usage, length of
         commitment). Sprint PCS will pay the invoice from SCCLP, except for items
         that SCCLP directly bills under section 3.4.2(c). Sprint PCS will bill to
         Manager as an activity settled separately under the Services Agreement the
         portion of the fees billed to Sprint PCS that relate to Manager's
         operations and the activity of all Customers and Reseller Customers in the
         Service Area, except for items SCCLP directly bills under section 3.4.2(c).

                                           22

              If Sprint Corporation no longer has its "PCS" tracking stock, Sprint
         PCS will include the volume of long-distance telephony services of Manager
         and Other Managers with the volume of Sprint PCS when negotiating the
         Sprint PCS rate with the long distance division of Sprint Corporation
         (currently SCCLP). The long distance division will continue to provide
         long-distance telephony services to Sprint PCS for a price and upon terms
         based on the same relevant factors described in the preceding paragraph and
         in the same manner that it has under the present tracking stock policy.

              (c) Call routing. Manager, acting as a single purchaser, may purchase
         private line capacity (or other forms of capacity) from SCCLP for
         inter-LATA calls to the extent that this capacity can be obtained on terms
         more favorable to Manager (acting as a single purchaser). SCCLP will sell
         that capacity to Manager at the best price that SCCLP offers to third
         parties in similar situations when taking into account all relevant
         factors. SCCLP will directly bill Manager for any purchase of capacity
         under this section 3.4.2(c). The terms of section 1.3 do not apply to
         purchases of capacity in this section 3.4.2(c).

              (d) Pre-existing agreement. If before the date Addendum X to this
         agreement is signed, Manager is bound by an agreement for long distance
         services or an agreement for private line service and the agreement was not
         made in anticipation of this agreement or Addendum X, then the requirements
         of this section 3.4.2 do not apply during the term of the other agreement.
         If the other agreement terminates for any reason, then the requirements of
         this section 3.4.2 do apply from and after the termination. (e) Resale.
         Manager may not resell the long-distance telephony services acquired under
         this section 3.4.2. For purposes of clarification, resale under this
         section 3.4.2(e) includes Manager selling minutes to carriers for ultimate
         resale to end users under a brand other than "Sprint" or selling minutes to
         end users under a brand other than "Sprint". Manager may engage in the
         following activities (i.e., these activities are not treated as resale of
         long-distance telephony services):

                   (1) the transport of long-distance calls for Customers under
              section 3.4.2(a),

                   (2) the transport of long-distance calls for resellers under
              section 3.5, and

                   (3) the transport of long-distance calls for roaming under
              section 4.3.

                                           23

         13. Intra-LATA Calls and Backhaul Services [New]. Section 3.7 is amended
    and restated in its entirety to read as follows:

              3.7 Intra-LATA Calls and Backhaul Services. Manager, acting as a
         single purchaser, may purchase capacity (including private line capacity)
         from SCCLP for intra-LATA calls and backhaul services. SCCLP will sell that
         capacity to Manager at the best price that SCCLP offers to third parties in
         similar situations when taking into account all relevant factors.

              Manager will offer to Sprint PCS or one of its Related Parties the
         right to make to Manager the last offer to provide capacity for intra-LATA
         calls and backhaul services for the Service Area Network if:

                        (i) Manager decides to use third parties for intra-LATA
                   calls and backhaul services rather than self-provisioning the
                   capacity or purchasing the capacity from Related Parties of
                   Manager, and

                        (ii) Sprint PCS or one of its Related Parties has provided
                   evidence to Manager that SCCLP or one of its Related Parties has
                   facilities to provide the capacity requested.

              Manager will deliver to Sprint PCS the terms under which the third
         party will provide the capacity. Sprint PCS or one of its Related Parties
         will have a reasonable time to respond to Manager's request for last offer
         to provide pricing for capacity for intra-LATA calls and backhaul, which
         will be no greater than 5 Business Days after receipt of the request for
         the pricing and the third party's terms from Manager. Manager will acquire
         capacity for intra-LATA calls and backhaul services from Sprint PCS or one
         of its Related Parties if Sprint PCS or one of its Related Parties offers
         Manager pricing and other terms for intra-LATA calls and backhaul services
         for the Service Area Network that matches the terms, including pricing, or
         is better than the terms and lower than the pricing offered by the third
         party. For purposes of this section 3.7, the term "backhaul" means the
         provision of services from a cell site of Manager to the corresponding
         switch associated with the cell site.

              If Manager has an agreement for these services in effect as of the
         date Addendum X is signed and the agreement was not made in anticipation of
         this agreement or Addendum X, then the requirements of this section 3.7 do
         not apply during the term of the other agreement. If the other agreement
         terminates for any reason, then the requirements of this section 3.7 do
         apply from and after the termination.

                                           24

         14. Sprint PCS Roaming and Inter Service Area Program Requirements [NEW].
    The second paragraph of section 4.3 is amended to read as follows:

              Section 10.4.1 sets forth the settlement process that distributes
         between the members making up the Sprint PCS Network (i.e., Sprint PCS,
         Manager and all Other Managers) a fee for use of the Sprint PCS Network and
         the Service Area Network (the "Inter Service Area Fee").

         15. Changes to Program Requirements [NEW].

         (a) The first sentence of section 9.2(e) is amended to read as follows:

              Manager must implement any changes in the Program Requirements within
         a commercially reasonable period of time unless otherwise consented to by
         Sprint PCS, subject to the terms of section 9.3.

         (b) Section 9.3 is amended to read as follows:

              9.3 Manager's Rights regarding Changes to Program Requirements.

              9.3.1 Parameters for Required Program Requirement Implementation.
         Manager has the right to decline to implement any new Program Requirement
         or any change to any existing Program Requirement (a "Program Requirement
         Change") if Manager determines that any such Program Requirement Change,
         other than a change involving Sprint PCS National or Regional Distribution
         Program Requirements, will have an adverse impact on Manager that meets or
         exceeds the parameters set forth below in subparagraphs (a) through (d).
         For purposes of this section 9.3 a Program Requirement Change will include
         any change in any "guidelines," "policies," "standards" or "specifications"
         proposed by Sprint PCS under this agreement, the Services Agreement or
         either of the Trademark License Agreements, and the exercise by Sprint PCS
         of any unilateral right under those agreements, except changes to the
         Trademark Usage Guidelines, the Marketing Communications Guidelines, or the
         definition of Sprint PCS Products and Services (other than the pricing of
         those products and services, i.e. pricing is a Program Requirement Change).
         If Manager determines to decline to implement any Program Requirement
         Change, other than a change involving a national distribution program, then
         Manager must, within 10 days after Sprint PCS provides Manager with notice
         of the Program Requirement Change, give Sprint PCS (i) a written assessment
         of the impact of the Program Requirement Change on Manager using the
         parameters set forth in subparagraphs (a) through (d) below, and (ii)
         written notice that Manager declines to implement the Program Requirement
         Change. Manager may, without

                                           25

         being deemed in default of this agreement, decline to implement any Program
         Requirement Change that will:

              (a) individually cause the combined peak negative cash flow of the
         Alamosa Managers to be an amount greater than 3% of Alamosa Holdings,
         Inc.'s Enterprise Value; or

              (b) when combined with the original assessments made in accordance
         with section 9.3.1(a) of all other Program Requirement Changes that Sprint
         PCS announced and the Alamosa Managers agreed to implement, both within the
         preceding 12 calendar months, cause the combined cumulative peak negative
         cash flow of the Alamosa Managers to be an amount greater than 5% of
         Alamosa Holdings, Inc.'s Enterprise Value; or

              (c) individually cause a decrease in the forecasted 5-year discounted
         cash flow of the Alamosa Managers (at the Alamosa Managers' appropriate
         discount rate) of more than 3% on a combined net present value basis; or

              (d) when combined with the original assessments made in accordance
         with section 9.3.1(c) of all other Program Requirement Changes that Sprint
         PCS announced and Manager agreed to implement, both within the preceding 12
         calendar months, cause a decrease in the forecasted 5-year discounted cash
         flow of the Alamosa Managers (at the Alamosa Managers' appropriate discount
         rate) of more than 5% on a combined net present value basis.

              Manager may discuss with Sprint PCS in the manner described in section
         9.7(c) any change that does not meet or exceed the parameters set forth in
         this section 9.3.1, except any change involving Sprint PCS National or
         Regional Distribution Program Requirements.

              9.3.2. Disagreement with Assumptions or Methodology. Sprint PCS must
         notify Manager of any disagreement with Manager's assumptions or
         methodology within 10 days after its receipt of Manager's assessment under
         section 9.3.1. Manager will not be required to implement the Program
         Requirement Change if Sprint PCS fails to notify Manager of any
         disagreement within such 10-day period unless Sprint PCS elects to require
         such compliance under section 9.3.3 below. Either party may escalate the
         review of the assumptions and methodology underlying the assessment to the
         parties' respective Chief Financial Officers if Sprint PCS disagrees with
         Manager's assessment and the parties are unable to agree on the assumptions
         and methodology within 20 days after Sprint PCS notifies Manager of the
         disagreement.

                                           26

              The parties will mutually select an independent investment banker in
         the wireless telecommunications industry ("Investment Banker") to determine
         whether the implementation of the Program Requirement Change will exceed
         one of the parameters if Sprint PCS and Manager are unable to agree on the
         assumptions and methodology to perform the calculations within 30 days
         after Sprint PCS notifies Manager of the disagreement. The American
         Arbitration Association will select the Investment Banker if the parties do
         not select the Investment Banker within 50 days after Sprint PCS notifies
         Manager of the disagreement. Sprint PCS and Manager will cooperate fully
         and provide all information reasonably requested by the Investment Banker;
         except that any Investment Banker selected by the American Arbitration
         Association, and its investment bank, must have no current engagement with
         either Manager or Sprint PCS and must not have been engaged by either such
         party within the 12 calendar months preceding the engagement under this
         section. A business relationship between Manager or Sprint PCS and a
         commercial bank or other organization affiliated with an investment bank
         will not disqualify the investment bank. Sprint PCS and Manager will
         cooperate fully and provide all information reasonably requested by the
         Investment Banker. The Investment Banker will have 20 days from the date of
         engagement to make its decision.

              Manager will pay any Investment Banker's fees and implement the
         Program Requirement Change if the parties agree or the Investment Banker
         determines that implementing the Program Requirement Change will not exceed
         any of the parameters described in section 9.3.1.

              9.3.3 One or More Parameters Exceeded. Sprint PCS will pay the
         Investment Banker's fees if the parties agree or the Investment Banker
         determines that implementing the Program Requirement Change will exceed at
         least one of the parameters described in section 9.3.1. Sprint PCS may
         require Manager to implement the Program Requirement Change whether the
         parties agree or disagree or the Investment Banker determines that
         implementing the Program Requirement Change will exceed at least one of the
         parameters described in section 9.3.1, if Sprint PCS agrees to compensate
         Manager the amount necessary to prevent Manager from exceeding the
         parameters set forth in section 9.3.1.

              9.3.4 Changes with respect to Pricing Plans and Roaming Program
         Requirements. Manager will implement a Program Requirement Change in the
         manner requested by Sprint PCS that

                   (i) relates to a pricing plan under section 4.4 or roaming
              program and

                                           27

                   (ii) Sprint PCS reasonably determines must be implemented on an
              immediate or expedited basis to respond to competitive market forces,

         notwithstanding Manager's determination that implementation of the Program
         Requirement Change will have an adverse impact on Manager that meets or
         exceeds the parameters set forth in section 9.3.1. Manager's implementation
         of the Program Requirement Change will not adversely affect Manager's right
         to object to the implementation of the Program Requirement Change. Manager
         will continue to comply with the Program Requirement Change if the parties
         agree or the Investment Banker determines that implementing the Program
         Requirement Change will not exceed any of the parameters described in
         section 9.3.1. If Sprint PCS does not successfully challenge Manager's
         assessment of the adverse impact of the Program Requirement Change on
         Manager in accordance with section 9.3.2, Sprint PCS can require Manager
         either to (i) continue to comply with the Program Requirement Change and
         compensate Manager in the amount necessary to reimburse Manager for any
         reasonable costs, expenses or losses that Manager incurred as a result of
         its implementation of the Program Requirement Change net of any benefit
         received by Manager, to the extent the costs, expenses and losses net of
         the benefits exceed the parameters set forth in section 9.3.1 or (ii)
         terminate its continued compliance with the Program Requirement Change and
         compensate Manager in the amount necessary to reimburse Manager for any
         reasonable costs, expenses or losses that Manager incurred as a result of
         its implementation of the Program Requirement Change net of any benefit
         received by Manager. Manager cannot terminate its continued compliance if
         Sprint PCS elects to require Manager's continued compliance with the
         Program Requirement Change under section 9.3.3 above.

         (c) A new section 9.7 is added to the Management Agreement:

              9.7 Mandatory Requirements; Unilateral Changes.

              (a) Any "guidelines," "policies," "standards" or "specifications"
         previously issued by Sprint PCS are mandatory requirements with which
         Manager, the Other Managers and Sprint PCS must comply (subject to Sprint
         PCS' right to grant waivers as provided in Article 9 of this agreement),
         unless otherwise identified by Sprint PCS within 120 days after the date of
         Addendum X.

              (b) Any changes to or new "guidelines," "policies," "standards" or
         "specifications" proposed by Sprint PCS under this agreement, the

                                           28

         Services Agreement or either of the Trademark License Agreements are
         mandatory requirements with which Manager, the Other Managers and Sprint
         PCS must comply (subject to Sprint PCS' right to grant waivers as provided
         in Article 9 of this agreement). Sprint PCS will when issuing them
         reference the applicable section of this agreement, the Services Agreement,
         the Trademark License Agreements and if applicable, the Program Requirement
         to which they relate.

              (c) Sprint PCS and Manager will in good faith attempt to mutually
         agree on how to mitigate the adverse economic impact on Manager of the
         exercise of any unilateral right of Sprint PCS under this agreement, the
         Services Agreement and either Trademark License Agreement to the extent
         Manager believes such change will have a significant adverse economic
         impact on Manager's operations, except with respect to changes involving
         Sprint PCS National or Regional Distribution Program Requirements. For
         purposes of clarification, the parties intend the preceding sentence to
         obligate them to a robust discussion and open dialogue but understand the
         discussion and dialogue may not lead to any particular solution of the
         issues raised by Manager or Sprint PCS. By way of illustration, under the
         second preceding sentence if Manager believed that the exercise of the
         unilateral right to change the Trademark Usage Guidelines or the
         designation of Sprint PCS Products and Services had an adverse economic
         impact on Manager, then Manager and Sprint PCS will in good faith attempt
         to mutually agree on how to mitigate the adverse impact on Manager.

         (d) A new section 9.8 is added to the Management Agreement.

              9.8 Breach for Failure to Implement Program Requirement.

              Manager will be in material breach of a material term and Sprint PCS
         may exercise its rights under section 11 if Manager declines to implement a
         Program Requirement when required to do so under this agreement.

         16. Fees [NEW]. (a) Article 10 of the Management Agreement is amended and
    restated in its entirety to read as follows:

                                        10. FEES

              10.1 General. Sprint PCS and Manager will pay to each other the fees
         and apply the credits in the manner described in this section 10. The
         amounts that Sprint PCS is paid or retains are for all obligations of
         Manager under this agreement. Many of the definitions for the fees in
         section 10.2 are found in section 10.3.

                                           29

              10.2 Fees.

                   10.2.1 Fee Based on Billed Revenue. Sprint PCS will pay to
         Manager the Fee Based on Billed Revenue as determined in this section
         10.2.1.

                   "Billed Revenue" is all customer account activity (e.g., all
         activity billed, attributed or otherwise reflected in the customer account
         but not including Customer Credits) during the calendar month for which the
         fees and payments are being calculated (the "Billed Month") for Sprint PCS
         Products and Services related to all Customer accounts within a customer
         service area ("CSA") assigned to the Service Area, except (i) Outbound
         Roaming Fees, (ii) amounts handled separately in this section 10 (including
         the amounts in sections 10.2.3 through 10.2.6, 10.4 and 10.8), (iii)
         amounts collected from Customers and paid to governmental or regulatory
         authorities (e.g., Customer Taxes and USF Charges), and (iv) other amounts
         identified in this agreement as not included in Billed Revenue (these
         Customer accounts being "Manager Accounts").

                   Billed Revenue does not include new activity billed to the
         Customer solely to recover costs incurred by Sprint PCS, Manager or both
         related solely to such new activity. Manager and Sprint PCS will share the
         revenues from this billing in proportion to the costs they incur.

                   For purposes of clarification, the parties have in place
         procedures to assign Customers to CSAs and expect those procedures to
         remain in place after the Effective Date.

                   If Sprint PCS or Manager develops products or services that
         bundle Sprint PCS Products and Services with other products or services
         (e.g., local service or broadband wireline service), then Sprint PCS and
         Manager will use commercially reasonable efforts to agree on the proper
         allocation of revenue, bad debt expenses, credits and promotions for the
         bundled products and services.

                   Sprint PCS will reasonably determine the amount of credits
         applied to Manager Accounts during the Billed Month ("Customer Credits").

                   "Net Billed Revenue" for a Billed Month is the amount of the
         Billed Revenue less the Customer Credits.

                   The "Fee Based on Billed Revenue" for a Billed Month is equal to
         92% of (a) Net Billed Revenue, less (b) the Allocated Write-offs for Net
         Billed Revenue.

                                           30

                   10.2.2 Outbound Roaming Fee. Sprint PCS will pay to Manager a fee
         equal to the amount of Outbound Roaming Fees that Sprint PCS or its Related
         Parties bills to Manager Accounts, less the Allocated Write-offs for
         Outbound Roaming Fees. For purposes of clarification, Sprint PCS will
         settle separately with Manager the direct cost of providing the capability
         for the Outbound Roaming, including any amounts payable to the carrier that
         handled the roaming call and the clearinghouse operator for Outbound
         Roaming.

                   10.2.3 Phase II E911 Surcharges. Sprint PCS will pay to Manager a
         fee equal to a portion of the E911 Phase II Surcharges (attributable to
         incremental costs for Phase II E911, including but not limited to related
         handset costs, routing costs, implementation costs, trunks and testing
         costs, and anticipated write-offs for bad debt) billed during the Billed
         Month to Customers with an NPA-NXX assigned to the Service Area, less the
         Allocated Write-offs for that portion of E911 Phase II Surcharges in the
         Billed Month. The portion of the billed amount attributed to Manager will
         be based on Manager's proportional cost (as compared to Sprint PCS'
         proportional cost) to comply with Phase II of the E911 requirements. Sprint
         PCS will determine from time to time the rate billed to Customers related
         to Phase II E911 and the portion payable to Manager.

                   10.2.4 Wireless Local Number Portability Surcharges. Sprint PCS
         will pay to Manager a fee equal to a portion of the Wireless Local Number
         Portability Surcharges ("WLNP Surcharges") billed during the Billed Month
         to Customers with an NPA-NXX assigned to the Service Area, less the
         Allocated Write-offs for that portion of the WLNP Surcharges in the Billed
         Month. The portion of the billed amount attributed to Manager will be based
         on Manager's proportional cost (as compared to Sprint PCS' proportional
         cost) to comply with Wireless Local Number Portability requirements. Sprint
         PCS will determine from time to time the rate billed to Customers related
         to WLNP Surcharges and the portion payable to Manager.

                   10.2.5 Customer Equipment Credits. Sprint PCS will apply as a
         credit to any other fees under this section 10.2 owing by Sprint PCS to
         Manager an amount equal to the amount of the Customer Equipment Credits
         less the Allocated Write-offs for Customer Equipment Credits.

                   10.2.6 Write-offs for Customer Equipment Charges. Sprint PCS will
         apply as a credit to any other fees under this section 10.2 owing by Sprint
         PCS to Manager an amount equal to the amount of the Allocated Write-offs
         for Customer Equipment Charges.

                                           31

              10.3 Definitions used in fee calculations

                   10.3.1 Write-offs. Sprint PCS will determine the amounts written
         off net of deposits applied (the "Write-offs") in the Sprint PCS billing
         system during the Billed Month relating to Manager Accounts.

                   10.3.2 Billed Components. Each of the following amounts is
         referred to as a "Billed Component" and collectively they are referred to
         as the "Billed Components".

                        10.3.2.1 Net Billed Revenue. The amount determined as
         described in section 10.2.1.

                        10.3.2.2 Customer Equipment Credits. The reductions of
         amounts billed to Manager Accounts related to the sale of handsets and
         handset accessories from Sprint PCS inventory are referred to as "Customer
         Equipment Credits". This is a negative amount that reduces the Amount
         Billed (Net of Customer Credits).

                        10.3.2.3 100% Affiliate Retained Amounts. The amounts
         referred to as "100% Affiliate Retained Amounts" on Exhibit 10.3, to which
         Manager is entitled to 100% of the amounts that Customers are billed for
         such items.

                        10.3.2.4 100% Sprint PCS Retained Amounts. The amounts
         referred to as "100% Sprint PCS Retained Amounts" on Exhibit 10.3, to which
         Sprint PCS is entitled to 100% of the amounts that Customers are billed for
         such items.

                        10.3.2.5 Customer Equipment Charges. The amounts that Sprint
         PCS bills to Manager Accounts for subscriber equipment and accessories sold
         or leased are referred to as "Customer Equipment Charges".

                        10.3.2.6 E911 Phase II Surcharges. The amounts that Sprint
         PCS bills to Manager Accounts to recover all costs related to Phase II E911
         functionality are referred to as "E911 Phase II Surcharges".

                        10.3.2.7 USF Charges. The amounts that Sprint PCS bills to
         Manager Accounts relating to Universal Service Funds are referred to as
         "USF Charges".

                        10.3.2.8 WLNP Surcharges. The amounts that Sprint PCS bills
         to Manager Accounts to recover costs related to WLNP activities.

                                           32

                   10.3.3 Amount Billed (Net of Customer Credits). The "Amount
         Billed (Net of Customer Credits)" for a Billed Month is equal to the sum of
         the Billed Components.

                   10.3.4 The Allocated Write-offs. The "Allocated Write-offs" for
         all or a portion of a Billed Component in a Billed Month is the Write-offs
         for the Billed Month times the amount of the Billed Component (or portion
         thereof) divided by the Amount Billed (Net of Customer Credits).

              10.4 Other Fees and Payments. Sprint PCS and Manager will pay to each
         other the fees and payments described below:

                   10.4.1 Inter Service Area Fees and Reseller Customer Fees.

                        10.4.1.1 Inter Service Area Fee and Reseller Customer Fee
         Paid. Manager will pay to Sprint PCS an Inter Service Area Fee as set forth
         in this section 10.4.1 for each billed minute or kilobyte of use that a
         Customer with an NPA-NXX assigned to the Service Area uses a portion of the
         Sprint PCS Network other than the Service Area Network. Sprint PCS will pay
         to Manager an Inter Service Area Fee for each billed minute or kilobyte of
         use that a Customer whose NPA-NXX is not assigned to the Service Area
         Network uses the Service Area Network. Sprint PCS will pay to Manager the
         fees set forth in this Section 10.4.1 for each billed minute or kilobyte of
         use that a Reseller Customer uses the Service Area Network unless otherwise
         negotiated (such fees are referred to in this agreement as "Reseller
         Customer Fees").

                        Sprint may not amend, modify or change in any manner the
         Inter Service Area Fees between Sprint PCS and Manager or Reseller Customer
         Fees and other matters set forth in this section 10.4.1 without Manager's
         prior written consent. For purposes of clarification, the parties do not
         intend the above sentence to limit Sprint PCS' ability to negotiate fees
         with resellers.

                        Sprint PCS will not be obligated to pay Manager those Inter
         Service Area Fees not received by Sprint PCS from an Other Manager who is a
         debtor in a bankruptcy proceeding with respect to Inter Service Area Fees
         that Sprint PCS owes Manager because of CSAs assigned to such Other
         Manager's Service Area traveling in the Service Area. For clarification
         purposes, Sprint PCS does not have to advance the Inter Service Area Fees
         for the Other Manager who is involved in the bankruptcy proceeding to
         Manager, to the extent that the Other Manager fails to pay the Inter
         Service Area Fees. Manager bears the risk of loss of

                                           33

         the Other Manager who is involved in the bankruptcy proceeding not paying
         the Inter Service Area Fees to Sprint PCS.

                        If relief is ordered under title 11 of the United States
         Code for an Other Manager or an Other Manager files a voluntary petition
         for relief under title 11 of the United States Code and such Other Manager
         fails to pay to Sprint PCS amounts that such Other Manager owes to Sprint
         PCS with respect to the Inter Service Area Fees for travel into Manager's
         Service Area, Sprint PCS will immediately assign to Manager all of its
         claims and rights as a creditor of such Other Manager for those amounts
         owed with respect to Inter Service Area Fees for travel in Manager's
         Service Area. Sprint PCS agrees to take all actions necessary to effect
         this assignment of rights to Manager, and further agrees that Manager will
         not be responsible for any expenses related to such assignment. If Sprint
         PCS receives any amounts from an Other Manager involved in a bankruptcy
         proceeding with respect to Inter Service Area Fees for travel into the
         Service Area, Sprint PCS will immediately remit those amounts to Manager.
         If relief is ordered under title 11 of the United States Code for Sprint
         PCS or Sprint PCS files a voluntary petition for relief under title 11 of
         the United States Code, then Sprint PCS will be deemed a trustee for
         Manager's benefit with respect to any Inter Service Area Fees that Sprint
         PCS collects from Other Managers for travel into Manager's Service Area,
         and Sprint PCS has no rights to Manager's portion of such Inter Service
         Area Fees.

                        Manager acknowledges that if the manner in which the CSAs
         are assigned changes because of changes in the manner in which the NPA-NXX
         is utilized, the manner in which the Inter Service Area Fees and Reseller
         Customer Fees, if any, will be calculated might be changed accordingly.

                        10.4.1.2 Voice and 2G Data Rate. The amount of the Inter
         Service Area Voice and 2G Data Fee and Reseller Customer Voice and 2G Data
         Fee will be as follows:

                        (a) The Inter Service Area Voice and 2G Data Fee for each
              billed minute of use that a Customer uses an Away Network and the
              Reseller Customer Fee for each billed minute of use that a Reseller
              Customer uses the Service Area Network, will be $0.058 from the
              Effective Date to December 31, 2006.

                        (b) For each calendar year during the Term of this agreement
              beginning January 1, 2007, the Inter Service Area Voice and 2G Data
              Fee for each billed minute of use that a Customer uses an Away Network
              and the Reseller Customer Fee for each billed minute of use that a
              Reseller Customer uses the Service Area Network, will be an amount
              equal to 90% of Sprint

                                           34

              PCS' Retail Yield for Voice and 2G Data Usage for the previous
              calendar year; provided that such amount for any period will not be
              less than Manager's network costs (including a reasonable return using
              Manager's weighted average cost of capital applied against Manager's
              net investment in the Service Area Network) to provide the services
              that are subject to the Inter Service Area Voice and 2G Data Fee. If
              the parties have a dispute relating to the determination of the
              foregoing fees for any period, then the parties will submit the
              dispute to binding arbitration as set forth in section 10.4.1.3(b).

                        10.4.1.3 3G Data Rate. The amount of the Inter Service Area
         3G Data Fee and Reseller Customer 3G Data Fee will be as follows:

                   (a) From the Effective Date to December 31, 2006 ("Initial 3G
              Data Fee Period"), the Inter Service Area 3G Data Fee for each
              kilobyte of use that a Customer uses an Away Network and the Reseller
              Customer 3G Data Fee for each kilobyte of use that a Reseller Customer
              uses the Service Area Network, will be $0.0020; except during the
              Initial 3G Data Fee Period the Reseller Customer 3G Data Fee for Qwest
              reseller customers only will be determined and settled as provided in
              the letter agreement between Sprint PCS and Manager dated July 30,
              2003 (the "Qwest Reseller 3G Data Agreement").

                   (b) The parties will reset the Inter Service Area 3G Data Fee and
              the Reseller Customer 3G Data Fee after the Initial 3G Data Fee Period
              ends; except after the period ends the Reseller Customer 3G Data Fee
              for Qwest reseller customers only will be determined and settled as
              provided in the Qwest Reseller 3G Data Agreement. The Inter Service
              Area 3G Data Fee and the Reseller Customer 3G Data Fee will be based
              on an appropriate discount from the Sprint PCS Retail Yield for 3G
              Data Usage for the previous calendar year to be negotiated before
              December 31, 2006. Each subsequent fee period will last three years
              with, for example, the second pricing period beginning on January 1,
              2007 and ending on December 31, 2009.

                   The process for resetting the fees is as follows:

                        (i) Sprint PCS will give Manager a proposal for the
                   appropriate discount from the Sprint PCS Retail Yield for 3G Data
                   Usage by March 31 of the final year of the then current pricing
                   period. Manager's representative and the Sprint PCS
                   representative will begin discussions regarding the proposed
                   schedule of fees within 20 days

                                           35

                   after Manager receives the proposed schedule of fees from Sprint
                   PCS.

                        (ii) Manager may escalate the discussion to the Chief
                   Financial Officer of Sprint PCS or Sprint PCS may escalate the
                   discussion to Manager's Chief Executive Officer or Chief
                   Financial Officer if the parties do not agree on a new schedule
                   of fees within 30 days after the discussions begin.

                        (iii) If the parties cannot agree on a new schedule of fees
                   within 20 days after a party escalates the discussion, then
                   Manager may either agree to the fees set forth in the Inter
                   Service Area 3G Data Fee and Reseller Customer 3G Data Fee
                   proposal or submit the determination of the Inter Service Area 3G
                   Data Fee and Reseller Customer 3G Data Fee (other than the
                   matters set forth in the Qwest Reseller 3G Data Agreement) to
                   binding arbitration based on a market-rate determination of an
                   appropriate Inter Service Area 3G Data Fee and Reseller Customer
                   3G Data Fee in accordance with section 14.2, excluding the
                   escalation process set forth in section 14.1.

                        (iv) If Manager submits the matter to arbitration the fees
                   that Sprint PCS proposed will apply starting after December 31 of
                   the first year of the appropriate period as described in section
                   10.4.1.4 and will continue in effect unless modified by the final
                   decision of the arbitrator. If the arbitrator imposes a fee
                   different than the ones in effect the new fees will be applied as
                   if in effect after December 31 of the first year of the
                   appropriate period as described in section 10.4.1.4 and if on
                   application of the new fees one party owes the other party any
                   amount after taking into account payments the parties have
                   already made then the owing party will pay the other party within
                   30 days of the date of the final arbitration order.

                        10.4.1.4 Rate Changes - Effective Date. All rate changes
         related to Inter Service Area Fees and Reseller Customer Fees will be
         applied to all activity in a bill cycle regardless of when the activity
         occurred, if the bill cycle ends after the effective date of the rate
         change.

                        10.4.1.5 Long Distance. The long distance rates associated
         with the Inter Service Area and Reseller Customer usage will be equal to
         the actual wholesale transport and terminating costs

                                           36

         associated with the originating and terminating locations. The rates are
         then applied to cumulative usage at a BID level for settlement purposes.

                   10.4.2 Interconnect Fees. Manager will pay to Sprint PCS (or to
         other carriers as appropriate) monthly the interconnect fees, if any, as
         provided under section 1.4.

                   10.4.3 Terminating and Originating Access Fee. Sprint PCS will
         pay Manager 92% of any terminating or originating access fees Sprint PCS
         collects from an IXC that are not subject to refund or dispute (but it will
         not be Billed Revenue). For purposes of clarification, Sprint Corporation's
         Related Parties are obligated to pay terminating access to Sprint PCS only
         if MCI and AT&T pay terminating or originating access to Sprint PCS. At the
         Effective Date of Addendum X, neither MCI nor AT&T pays terminating access
         to Sprint PCS. The ability of wireless carriers to collect access fees is
         currently subject to legal challenge. The parties acknowledge that Sprint
         PCS has limited ability to require IXCs to pay access fees.

                   10.4.4 Reimbursements for Mistaken Payments. If one party
         mistakenly pays an amount that the other party is obligated to pay then the
         other party will reimburse the paying party, if the paying party identifies
         the mistake and notifies the receiving party within 9 calendar months after
         the date on which the paying party makes the mistaken payment.

              10.5 Taxes and Payments to the Government. Manager will pay or
         reimburse Sprint PCS for any sales, use, gross receipts or similar tax,
         administrative fee, telecommunications fee or surcharge for taxes or fees
         that a governmental authority levies on the fees and charges payable by
         Sprint PCS to Manager.

              Manager will report all taxable property to the appropriate taxing
         authority for ad valorem tax purposes. Manager will pay as and when due all
         taxes, assessments, liens, encumbrances, levies and other charges against
         the real estate and personal property that Manager owns or uses in
         fulfilling its obligations under this agreement.

              Manager is responsible for paying all sales, use or similar taxes on
         the purchase and use of its equipment, advertising and other goods or
         services in connection with this agreement.

              Sprint PCS will be solely responsible for remitting to government
         agencies or their designees any and all fees or other amounts owed as a
         result of the services provided to the Customers under the Management
         Agreement. As a consequence of this responsibility, Sprint PCS is entitled

                                           37

         to 100% of any amounts that Manager, Sprint PCS or their Related Parties
         receives from Customers (including Customers whose NPA-NXX is assigned to
         the Service Area) relating to these fees or other amounts.

              10.6 Universal Service Funds.

                   10.6.1 Paid by Government. Manager is entitled to 100% of any
         federal and state subsidy funds (the "Subsidy Funds"), including Universal
         Service Funds, that Manager or Sprint PCS receives from government
         disbursements based on customers with mailing addresses located in the
         Service Area and with NPA-NXXs assigned to the Service Area, or such other
         method then in effect under the rules of the FCC, Universal Service
         Administrative Company or other federal or state administrator. For
         purposes of clarity, Universal Service Funds provide support payments to
         Eligible Telecommunications Carriers ("ETC") serving in high cost areas or
         providing services to low income individuals. Sprint PCS will file on
         behalf of itself or Manager appropriate ETC documentation in those
         jurisdictions in which Sprint PCS determines to make the filing.

              If Manager asks Sprint PCS to make a filing in a jurisdiction and
         Sprint PCS reasonably determines not to make the filing because making the
         filing is detrimental to Sprint's best interests, then Sprint does not have
         to make the filing. If Manager disagrees with the reasonableness of Sprint
         PCS' determination not to make the filing, then the parties will submit to
         binding arbitration in accordance with section 14.2, excluding the
         escalation process set forth in section 14.1.

              If the process set forth in the previous paragraph results in Sprint
         PCS making a filing, Manager will pay all of Sprint PCS' reasonable
         out-of-pocket costs associated with the filing and any compliance
         obligations that arise from the filing or that are imposed by the
         jurisdiction in which the filing is made (e.g. filing fees, legal fees,
         expert witness retention, universal lifeline service, enhancing customer
         care quality, and including, without limitation, network upgrades). Sprint
         PCS will remit to Manager 50% of any Subsidy Funds that Sprint PCS receives
         from filings Sprint PCS is required to make under the preceding paragraph
         that are not payable to Manager under the first paragraph of this section
         10.6.1, until the aggregate amount of the payments to Manager under this
         sentence equal 50% of the amount Manager has paid Sprint PCS under the
         preceding sentence.

              All Subsidy Funds received must be used to support the provision,
         maintenance and upgrading of facilities and services for which the funds
         are intended. Sprint PCS will attempt to recover from the appropriate

                                           38

         governmental authority Subsidy Funds and will remit the appropriate
         recoveries to Manager.

                   10.6.2 Paid by Customers. Sprint PCS will be solely responsible
         for remitting to government agencies or their designees, including but not
         limited to the Universal Service Administrative Company, all universal
         service fees. As a consequence of this responsibility, Sprint PCS is
         entitled to 100% of any amounts that Manager, Sprint PCS or their Related
         Parties receives from Customers (including Customers whose NPA-NXX is
         assigned to the Service Area) relating to the Universal Service Funds.

              10.7 Equipment Replacement Program. Sprint PCS is entitled to 100% of
         the amounts that Customers pay for participating in any equipment
         replacement program billed on their Sprint PCS bills. Manager will not be
         responsible for or in any way billed for any costs or expenses that Sprint
         PCS or any Sprint PCS Related Party incurs in connection with any such
         equipment replacement program.

              10.8 Customer Equipment. Sprint PCS is entitled to 100% of the amounts
         that Customers pay for subscriber equipment and accessories sold or leased
         by Sprint PCS, and Manager is entitled to 100% of the amounts that
         Customers pay for subscriber equipment and accessories that Manager sold or
         leased, subject to the equipment settlement process in section 4.1.2.

              10.9 Phase I E911. Sprint PCS is entitled to collect 100% of the E911
         Phase I Surcharges (e.g., for equipment other than handsets, such as
         platforms and networks). Sprint PCS will attempt to recover from the
         appropriate governmental authority Phase I E911 reimbursements and will
         remit the appropriate amounts to Manager.

              10.10 Manager Deposits into Retail Bank Accounts. Each Business Day,
         Manager will deposit into bank accounts and authorize Sprint PCS or a
         Related Party that Sprint PCS designates to sweep from such accounts the
         amounts collected from Customers on behalf of Sprint PCS and its Related
         Parties for Sprint PCS Products and Services. Manager will allow the funds
         deposited in the bank accounts to be transferred daily to other accounts
         that Sprint PCS designates. Manager will also provide the daily reports of
         the amounts collected that Sprint PCS requires. Manager will not make any
         changes to the authorizations and designations Sprint PCS designates for
         the bank accounts without Sprint PCS' prior written consent.

              10.11 Monthly Statements.

                                           39

                   10.11.1 Section 10.2 Statement. Each month Sprint PCS will
         determine the amount payable to or due from Manager for a Billed Month
         under section 10.2. Sprint PCS will deliver a monthly statement to Manager
         that reports the amount due to Manager, the manner in which the amount was
         calculated, the amount due to Sprint PCS and its Related Parties under this
         agreement and the Services Agreement, and the net amount payable to or due
         from Manager.

                   10.11.2 Other Statements. Sprint PCS will deliver a monthly
         statement to Manager that reports amounts due to Manager or from Manager,
         other than amounts described in section 10.12.1, the manner in which the
         amounts were calculated, the amount due to Manager or to Sprint PCS and its
         Related Parties under this agreement and the Services Agreement, and the
         net amount payable to Manager.

                   10.11.3 Third Party Charges. Sprint PCS will include any third
         party charges on Manager's statements within three calendar months after
         the end of the calendar month during which Sprint PCS receives the third
         party charge. Sprint PCS' failure to include these charges on Manager's
         statements within the three calendar month-period will mean that Sprint PCS
         cannot collect those third party charges from Manager.

              10.12 Payments.

                   10.12.1 Weekly Payments. Sprint PCS will pay the amount payable
         to Manager for a Billed Month under section 10.2 in equal weekly payments
         on consecutive Thursdays beginning the second Thursday of the calendar
         month following the Billed Month and ending on the first Thursday of the
         second calendar month after the Billed Month. If Sprint PCS is unable to
         determine the amount due to Manager in time to make the weekly payment on
         the second Thursday of a calendar month, then Sprint PCS will pay Manager
         for that week the same weekly amount it paid Manager for the previous week.
         Sprint PCS will true-up any difference between the actual amount due for
         the first weekly payment of the Billed Month and amounts paid for any
         estimated weekly payments after Sprint PCS determines what the weekly
         payment is for that month. Sprint PCS will use reasonable efforts to
         true-up within 10 Business Days after the date on which Sprint PCS made the
         estimated weekly payment.

                   10.12.2 Monthly Payments. The amounts payable to Manager and
         Sprint PCS and its Related Parties under this agreement and the Services
         Agreement, other than the payments described in section 10.12.1, will be
         determined, billed and paid monthly in accordance with section 10.12.3.

                                           40

                   10.12.3 Transition of Payment Methods. (a) Sprint PCS and Manager
         wish to conduct an orderly transition from making weekly payments to
         Manager based on Collected Revenues to weekly payments based on Billed
         Revenue. The method of calculating the weekly payments will change on the
         first day of the calendar month after the Effective Date of Addendum X (the
         "Transition Date"). The weekly amounts paid to Manager during the calendar
         month before the Transition Date and on the first Thursday after the
         Transition Date will be based on the Collected Revenues method. The weekly
         amounts paid to Manager beginning on the second Thursday of the second
         calendar month after the Transition Date will be based on the Billed
         Revenue method described in this section 10. To effect an orderly
         transition, Sprint PCS will pay Manager for the period beginning on the
         second Thursday after the Transition Date and ending on the first Thursday
         of the calendar month after the Transition Date an amount calculated as
         described below in section 10.12.3(b).

                   (b) Sprint PCS will apply the estimated collection percentages
         that Sprint PCS uses before the Transition Date to the gross accounts
         receivable aging categories for Customers with an NPA-NXX assigned to the
         Service Area as of the close of business on the day before the Transition
         Date to calculate the amount Sprint PCS anticipates collecting on those
         accounts receivable. Sprint PCS will pay Manager the amount estimated to be
         collected in equal weekly payments on consecutive Thursdays beginning the
         second Thursday after the Transition Date and ending the first Thursday of
         the calendar month after the Transition Date. Sprint PCS will also pay to
         Manager no later than the second Thursday after the Transition Date any
         Collected Revenues received after the Saturday before the Transition Date
         and before the Transition Date.

                   (c) Sprint PCS will recalculate the estimated collection
         percentages and apply the recalculated estimated collection percentages to
         the gross accounts receivable aging categories described in the first
         sentence of section 10.12.3(b) when all applicable data is available.
         Sprint PCS will increase or decrease a weekly payment by the amount of the
         difference between the amount paid to Manager based on the initial
         estimated collection percentages and the amount that would have been paid
         to Manager using the newer estimated collection percentages.

              10.13 Dispute or Correction of Statement Amount. A party can only
         dispute or correct an amount on a statement in good faith. If a party
         disputes or corrects an amount on a statement, the disputing or correcting
         party must give the other party written notice of the specific item
         disputed or corrected, the disputed or corrected amount with respect to
         that item and the reason for the dispute or correction within three
         calendar months after the end of the calendar month during which the

                                           41

         disputed or erroneous statement was delivered.

              Any dispute regarding a statement will be submitted for resolution
         under the dispute resolution process in section 14. The parties must
         continue to pay to the other party all amounts, except disputed amounts
         (subject to the next paragraph), owed under this agreement and the Services
         Agreement during the dispute resolution process. If the aggregate disputed
         amount, combined with any aggregate disputed amount under section 10.14,
         exceeds $1,000,000, and upon the written request of the other party, the
         party disputing the amount (the "Disputing Party") will deposit the portion
         of the disputed amount in excess of $1,000,000 into an escrow account that
         will be governed by an escrow agreement in a form to be mutually agreed
         upon by the parties. The Disputing Party will deposit the amount into the
         escrow account within 10 Business Days after its receipt of the written
         request from the other party in accordance with the foregoing. If the
         Disputing Party complies with the requirements of this paragraph, then the
         other party or its Related Parties may not declare the Disputing Party in
         breach of this agreement or the Services Agreement because of nonpayment of
         the disputed amount, pending completion of the dispute resolution process.

              The escrow agent will be an unrelated third party that is in the
         business of serving as an escrow agent for or on behalf of financial
         institutions. The parties will share evenly the escrow agent's fees. The
         escrow agent will invest and reinvest the escrowed funds in
         interest-bearing money market accounts or as the parties otherwise agree.
         The escrow agent will disburse the escrowed funds in the following manner
         based on the determination made in the dispute resolution process:

                        (a) If the Disputing Party does not owe any of the disputed
              amounts, then the escrow agent will return all of the escrowed funds
              to the Disputing Party with the interest earned on the escrowed funds.

                        (b) If the Disputing Party owes all of the disputed amounts,
              then the escrow agent will disburse all of the escrowed funds with the
              interest earned on the escrowed funds to the non-disputing party. If
              the interest earned is less than the amount owed based on the Default
              Rate, then the Disputing Party will pay the non-disputing party the
              difference between those amounts.

                        (c) If the Disputing Party owes a portion of the disputed
              amounts, then the escrow agent will disburse to the non-disputing
              party the amount owed with interest at the Default Rate from the
              escrowed funds and disburse the balance of the escrowed

                                           42

              funds to the Disputing Party. The Disputing Party will pay the
              non-disputing party the amount owed for interest at the Default Rate
              if the amount of the escrowed funds is insufficient.

              Manager and Sprint PCS will take all reasonable actions necessary to
         allow the Disputing Party to continue to reflect the amounts deposited into
         the escrow account by the Disputing Party as assets in the Disputing
         Party's financial statements.

              The parties will use the dispute resolution process under section 14.2
         of this agreement, excluding the escalation process set forth in section
         14.1, if they cannot agree on the form of escrow agreement.

              The parties agree that, despite this section 10.13, Manager will pay
         all disputed amounts due to Sprint PCS or any Related Party for fees for
         CCPU Services and CPGA Services payable under the Services Agreement for
         periods ending on or before December 31, 2006, subject to any other rights
         and remedies that Manager has under this agreement and the Services
         Agreement.

              The dispute of an item in a statement does not stay or diminish a
         party's other rights and remedies under this agreement, except that a party
          must complete the dispute resolution process in section 14 before taking
         any legal or equitable action against the other party.

              10.14 Dispute or Correction of a Third Party Invoice Amount. Sprint
         PCS will include the applicable portion of any amount based on a third
         party invoice in a statement to Manager within three calendar months after
         Sprint PCS' receipt of the third party invoice. Sprint PCS' failure to
         include the amount in a statement to Manager within the three calendar
         month-period will mean that the third party charges will not be collectible
         from Manager.

              A party can dispute or correct an amount based on a third party
         invoice only in good faith. Modified invoices received by Sprint PCS from a
         third party vendor and then sent by Sprint PCS to Manager will be treated
         as a new statement for purposes of this section, so long as the modified
         statement was revised in good faith and not simply to provide Sprint PCS
         additional time to resubmit a previous invoice.

              If a party disputes or corrects an amount on a third party invoice or
         the amount Sprint PCS attributed to Manager, the disputing party must give
         the other party written notice of the specific item disputed or corrected,
         the disputed or corrected amount with respect to that item and the reason
         for the dispute or correction within three calendar months after the end of
         the calendar month during which the disputed or erroneous

                                           43

         statement was delivered. Sprint PCS and Manager will cooperate with each
         other to obtain the information needed to determine if the amounts billed
         by the third party and allocated to Manager were correct.

              Any dispute regarding the amount of the third party invoice Sprint PCS
         attributed to Manager will be submitted for resolution under the dispute
         resolution process in section 14. Manager must continue to pay to Sprint
         PCS all amounts, except disputed amounts, owed under this agreement and the
         Services Agreement during the information gathering and dispute resolution
         process. If the aggregate disputed amount, combined with any aggregate
         disputed amount under section 10.13, exceeds $1,000,000, and upon the
         written request of Sprint PCS, Manager will deposit the portion of the
         disputed amount in excess of $1,000,000 into an escrow account that will be
         governed by an escrow agreement containing terms similar to the general
         terms described in section 10.13 and in a form to be mutually agreed upon
         by the parties. Manager will deposit the amount into the escrow account
         within 10 Business Days after its receipt of the written request from
         Sprint PCS in accordance with the foregoing. If Manager complies with the
         requirements of this paragraph, then none of Sprint PCS or its Related
         Parties may declare Manager in breach of this agreement or the Services
         Agreement because of nonpayment of the disputed amount, pending completion
         of the dispute resolution process.

              The dispute of an item in a statement does not stay or diminish a
         party's other rights and remedies under this agreement, except that the
         parties must complete the dispute resolution process in section 14 before
         taking any legal or equitable action against each other.

              10.15 Late Payments. Any amount due under this agreement or the
         Services Agreement without a specified due date will be due 20 days after
         Manager receives an invoice. Any amount due under this agreement and the
         Services Agreement (including without limitation any amounts disputed under
         those agreements that are ultimately determined to be due) that is not paid
         by one party to the other party in accordance with the terms of the
         applicable agreement will bear interest at the Default Rate beginning (and
         including) the 5th day after the invoice or settlement due date until (and
         including) the date paid.

              10.16 Setoff Right If Failure To Pay Amounts Due. If Manager fails to
         pay any undisputed amount due Sprint PCS or a Related Party of Sprint PCS
         under this agreement, any undisputed amount due Sprint PCS or a Related
         Party of Sprint PCS under the Services Agreement or any other agreement
         with Sprint PCS or a Related Party of Sprint PCS, or any disputed amount
         due to Sprint PCS or a Related Party for fees for CCPU Services or CPGA
         Services payable under the Services

                                           44

         Agreement, then 5 days after the payment due date Sprint PCS may setoff
         against its payments to Manager under this section 10 any such undisputed
         amount that Manager owes to Sprint PCS or a Related Party of Sprint PCS.
         This right of setoff is in addition to any other right that Sprint PCS or a
         Related Party of Sprint PCS might have under this agreement, the Services
         Agreement or any other agreements with Sprint PCS or a Related Party of
         Sprint PCS.

         17. Termination Rights [NEW]. Section 11.3.7 is deleted, and all references
    in the agreement to section 11.3.7 are also deleted.

         18. Business Valuation [Addm VIII, Section 4]. A new subsection 11.7.4(f)
    is added:

                   (f) In the event the Entire Business Value of the Manager is
              being determined, the entire value of any Operating Asset may be
              allocated among the Manager and one or more of the Other Affiliates,
              where appropriate, but the sum of the values attributed to such
              Operating Asset in determining the Entire Business Value of the
              Manager and the Other Affiliates shall not exceed the value of such
              Operating Asset if it were used to calculate only the Manager's Entire
              Business Value (i.e. "double counting" is prohibited).

         19. Audit [NEW]. Section 12.1.2 is amended and restated in its entirety to
    read as follows:

              12.1.2 Audits. On reasonable advance notice by one party, the other
         party must provide its independent or internal auditors access to its
         appropriate financial and operating records, including, without limitation,
         vendor and distribution agreements, for purposes of auditing the amount of
         fees (including the appropriateness of items excluded from the Fee Based on
         Billed Revenue), costs, expenses (including operating metrics referred to
         in this agreement and the Services Agreement relating to or used in the
         determination of Inter Service Area Fees, Reseller Customer Fees, CCPU
         Services or CPGA Services) or other charges payable in connection with the
         Service Area for the period audited. The party that requested the audit may
         decide if the audit is conducted by the other party's independent or
         internal auditors. Manager and Sprint PCS may each request no more than one
         audit per year.

                   (a) If the audit shows that Sprint PCS was underpaid then, unless
              the amount is contested, Manager will pay to Sprint PCS the amount of
              the underpayment within 10 Business Days after Sprint PCS gives
              Manager written notice of the underpayment determination.

                                           45

                   (b) If the audit determines that Sprint PCS was overpaid then,
              unless the amount is contested, Sprint PCS will pay to Manager the
              amount of the overpayment within 10 Business Days after Manager gives
              Sprint PCS written notice of the overpayment determination.

              The auditing party will pay all costs and expenses related to the
         audit unless the amount owed to the audited party is reduced by more than
         10% or the amount owed by the audited party is increased by more than 10%,
         in which case the audited party will pay the costs and expenses related to
         the audit.

              Sprint PCS will provide a report issued in conformity with Statement
         of Auditing Standard No. 70 "Reports on the Processing of Transactions by
         Service Organizations" ("Type II Report" or "Manager Management Report") to
         Manager annually. If Manager, on the advice of its independent auditors or
         its legal counsel, determines that a statute, regulation, rule, judicial
         decision or interpretation, or audit or accounting rule, policy or
         literature published by the accounting or auditing profession or other
         authoritative rule making body (such as the Securities and Exchange
         Commission, the Public Company Accounting Oversight Board or the Financial
         Accounting Standards Board) requires additional assurances beyond SAS 70,
         then Sprint PCS will cooperate with Manager to provide the additional
         assurances. Sprint PCS' independent auditors will prepare any Type II
         Report or Manager Management Report provided under this section 12.1.2 and
         will provide an opinion on the controls placed in operation and tests of
         operating effectiveness of those controls in effect at Sprint PCS over
         Manager Management Processes. "Manager Management Processes" include those
         services generally provided within this agreement, primarily billing and
         collection of revenues.

         20. Notices [Addm IV, Section 5; revised by this Addendum]. (a) Section
    17.1 is amended and restated in its entirety to read as follows:

              17.1 Notices. (a) Any notice, payment, invoice, demand or
         communication required or permitted to be given by any provision of this
         agreement must be in writing and mailed (certified or registered mail,
         postage prepaid, return receipt requested), sent by hand or overnight
         courier, charges prepaid or sent by facsimile or email (in either instance
         with acknowledgement or read receipt received), and addressed as described
         below, or to any other address or number as the person or entity may from
         time to time specify by written notice to the other parties. Sprint PCS may
         give notice of changes to a Program Requirement by sending an email that
         directs Manager to the changed Program Requirement on the affiliate
         intranet website.

                                           46

              The subject line of any email notice that purports to amend any
         Program Requirement must read "Program Requirement Change" and the first
         paragraph must indicate (i) which Program Requirement is being modified,
         (ii) what is being modified in the Program Requirement, and (iii) when the
         Program Requirement will take effect. The email must also include either a
         detailed summary of the Program Requirement Change or a redline comparison
         between the old Program Requirement and the new Program Requirement.

              Any notice, demand or communication intended to be notice of a breach
         of an agreement or notice of an Event of Termination must:

                   (A) clearly indicate that intent,

                   (B) state the section(s) of the agreements allegedly breached,
              and

                   (C) be mailed or sent by overnight courier in the manner
              described in the first paragraph in this section 17.1.

              Manager will promptly give Sprint PCS a copy of any notice Manager
         receives from the Administrative Agent or any Lender, and a copy of any
         notice Manager gives to the Administrative Agent or any Lender. Sprint PCS
         will promptly give Manager a copy of any notice that Sprint PCS receives
         from the Administrative Agent or any Lender and a copy of any notice that
         Sprint PCS gives to the Administrative Agent or any Lender.

              All notices and other communications given to a party in accordance
         with the provisions of this agreement will be deemed to have been given
         when received.

         (b)  The parties' notice addresses are as follows:

         For all entities comprising Sprint PCS:

                   Sprint PCS
                   KSOPHJ0212-2A101
                   6130 Sprint Parkway
                   Overland Park, KS 66251
                   Telephone: 913-762-7929
                   Telecopier: 913-523-0539
                   Email: dbotto01@sprintspectrum.com
                   Attention: Vice President - Finance

              with a copy to:

                                           47

                   Sprint Law Department
                   KSOPHT0101-Z2020
                   6391 Sprint Parkway
                   Overland Park, KS 66251
                   Telephone: 913-315-9315
                   Telecopier: 913-523-9823
                   Email: john.w.chapman@mail.sprint.com
                   Attention: John Chapman

         For Manager:

                   Alamosa Missouri, LLC
                   5225 S. Loop 289
                   Suite 120
                   Lubbock, TX 79424
                   Telephone: 806-722-1100
                   Telecopier: 806-722-1127
                   Email: dsharbutt@alamosapcs.com
                   Attention: David Sharbutt, President

              with a copy to:

                   Crenshaw, Dupree & Milam, L.L.P.
                   Wells Fargo Center
                   1500 Broadway, 8th Floor
                   Lubbock, Texas 79401
                   Telephone: 806-762-5281
                   Telecopier: 806-762-3510
                   Email: JMcCutchin@cdmlaw.com
                   Attention: Jack McCutchin, Jr.

              and with copies to the following individuals' email addresses if a
         notice of a Program Requirement Change is sent by email:

                   Kendall W. Cowan, Chief Financial Officer
                   Email: kcowan@alamosapcs.com

                   Stephen A. Richardson, Chief Operating Officer
                   Email: srichardson@alamosapcs.com

                   Loyd I. Rinehart, Senior Vice President of Corporate Finance
                   Email: lrinehart@alamosapcs.com

                                           48

         21. Force Majeure [NEW]. The second paragraph of section 17.9.3 is amended
    and restated in its entirety to read as follows:

              Neither Manager nor Sprint PCS, as the case may be, is in breach of
         any covenant in this agreement, and no Event of Termination will occur as a
         result of the failure of such party to comply with any covenant, if the
         party's non-compliance with the covenant results primarily from:

                        (i) any FCC order or any other injunction that any
                   governmental authority issues that impedes the party's ability to
                   comply with the covenant,

                        (ii) the failure of any governmental authority to grant any
                   consent, approval, waiver or authorization or any delay on the
                   part of any governmental authority in granting any consent,
                   approval, waiver or authorization,

                        (iii) the failure of any vendor to deliver in a timely
                   manner any equipment or service, or

                        (iv) any act of God, act of war or insurrection, riot, fire,
                   accident, explosion, labor unrest, strike, civil unrest, work
                   stoppage, condemnation or any similar cause or event not
                   reasonably within the control of the party.

         22. Governing Law, Jurisdiction and Consent to Service of Process [NEW].
    Section 17.12 of the Management Agreement is replaced with the following
    language:

              17.12 Governing Law, Jurisdiction and Consent to Service of Process.

                   17.12.1 Governing Law. The internal laws of the State of Kansas
         (without regard to principles of conflicts of law) govern the validity of
         this agreement, the construction of its terms, and the interpretation of
         the rights and duties of the parties.

                   17.12.2 Jurisdiction; Consent to Service of Process.

                   (a) Each party hereby irrevocably and unconditionally submits,
              for itself and its property, to the nonexclusive jurisdiction of any
              Kansas State court sitting in the County of Johnson or any Federal
              court of the United States of America sitting in the District of
              Kansas, and any appellate court from any such court, in any suit
              action or proceeding arising out of or relating to this agreement, or
              for recognition or enforcement of any judgment, and each party hereby
              irrevocably and unconditionally agrees that all claims in respect of
              any such suit, action or

                                           49

              proceeding may be heard and determined in such Kansas State Court or,
              to the extent permitted by law, in such Federal court.

                   (b) Each party hereby irrevocably and unconditionally waives, to
              the fullest extent it may legally do so, any objection which it may
              now or hereafter have to the laying of venue of any suit, action or
              proceeding arising out of or relating to this agreement in Kansas
              State court sitting in the County of Johnson or any Federal court
              sitting in the District of Kansas. Each party hereby irrevocably
              waives, to the fullest extent permitted by law, the defense of an
              inconvenient forum to the maintenance of such suit, action or
              proceeding in any such court and further waives the right to object,
              with respect to such suit, action or proceeding, that such court does
              not have jurisdiction over such party.

                   (c) Each party irrevocably consents to service of process in the
              manner provided for the giving of notices pursuant to this agreement,
              provided that such service shall be deemed to have been given only
              when actually received by such party. Nothing in this agreement shall
              affect the right of a party to serve process in another manner
              permitted by law.

         23. Transfer of Sprint PCS Network [Addm VIII, Section 9]. The first
    sentence of section 17.15.5 is replaced with the following sentence:

              In conjunction with the sale of the Sprint PCS Network, Sprint PCS may
         sell, transfer or assign the Sprint PCS Network and any of the Licenses,
         including its rights and obligations under this agreement, the Services
         Agreement and any related agreements, to a third party without Manager's
         consent so long as the third party assumes the rights and obligations under
         this agreement and the Services Agreement.

         24. Cross-default [Addm VIII, Section 2 and Addm IX, Section 2]. A new
    section 17.26 is added to the Management Agreement:

              17.26 Cross-default. A breach or Event of Termination under any of the
         Sprint Agreements (as that term is defined in the Consent and Agreement) by
         Texas Telecommunications, L.P., a Texas limited partnership, Alamosa
         Wisconsin Limited Partnership, a Wisconsin limited partnership, Southwest
         PCS, L.P., an Oklahoma limited partnership, or Washington Oregon Wireless
         LLC, a Delaware limited liability company, or their respective successors
         or assigns (collectively the "Other Affiliates") also constitutes a breach
         or Event of Termination, as the case may be, by Manager of the same
         provision of the applicable Sprint Agreement to which Manager is a party,
         and the Sprint Parties (as that term is defined in the Consent and
         Agreement) shall have the same rights under the Sprint Agreements and the
         Consent and Agreement to which Manager is a party as if the same breach or
         Event of Termination had occurred under such Sprint Agreement. Manager has
         no right to cure any breach or Event of

                                           50

         Termination with respect to an Other Affiliate. Such breach or Event of
         Termination by an Other Affiliate shall not qualify as a force majeure
         under the Sprint Agreements or the Consent and Agreement.

         25. Performance/payment of Other Affiliates' obligations [Addm VIII,
    Section 3]. A new section 17.27 is added to the Management Agreement:

              17.27 Performance/payment of Other Affiliates' obligations. To induce
         the Sprint Parties to enter into the Consent and Agreement with Citicorp,
         Manager absolutely and unconditionally guarantees the prompt and punctual
         performance and payment of the Obligations (as that term is defined in the
         Consent and Agreement) of the Other Affiliates and their respective
         successors or assigns when due and payable pursuant to the terms of the
         Other Affiliates' Sprint Agreements as they may be amended and modified.
         Manager agrees that the Sprint Parties shall not be required first to
         collect from any other guarantor of any such obligation or to proceed
         against or exhaust any collateral or security for any obligation before
         requiring Manager to perform or pay the obligation guaranteed under this
         section. Any Sprint Party may bring suit against Manager without joining
         the Other Affiliates or any other guarantor. Manager agrees that notice
         given by a Sprint Party to any Other Affiliate under such Other Affiliate's
         Sprint Agreements or the Consent and Agreement constitutes notice to the
         Manager.

         26. Federal Contractor Compliance [NEW]. A new section 17.28, the text of
    which is attached as Exhibit A to this Addendum, is added and incorporated by
    this reference. When and to the extent required by applicable law, Manager will
    comply with the requirement of this section 17.28.

         27. Financial Information [NEW]. A new section 17.32 is added to the
    Management Agreement:

                   17.32 Copies of Financial Information. Manager agrees to give
              Sprint PCS a copy of all financial information it gives the
              Administrative Agent or any Lender (as such parties are defined in the
              Consent and Agreement).

                                   Services Agreement

         28. Non-exclusive Service [NEW]. Section 1.3 of the Services Agreement is
    amended and restated in its entirety to read as follows:

              1.3 Non-Exclusive Services. Nothing contained in this agreement
         confers upon Manager an exclusive right to any of the Services. Sprint
         Spectrum may contract with others to provide expertise and services
         identical or similar to those to be made available or provided to Manager
         under this agreement.

                                           51

         29. Changes to Article 2 [NEW]. Article 2 of the Services Agreement is
    amended and restated in its entirety to read as follows:

                                       2. SERVICES

              2.1  Services.

                   2.1.1 Services. Subject to the terms of this agreement, through
         December 31, 2006, Manager will obtain the services set forth on Schedule
         2.1.1 attached to this agreement ("Services") from Sprint Spectrum in
         accordance with this section 2.1, and Sprint Spectrum will provide all or
         none of the Services. For purposes of clarification, as of the Effective
         Date of Addendum X through December 31, 2006, Sprint Spectrum is providing
         all of the Services to Manager and Sprint Spectrum will not provide
         individual Services.

                   The fees charged for the Services and the process for setting the
         fees charged for the Services are set forth in section 3.2. Sprint Spectrum
         may designate additional Services upon at least 60 days' prior written
         notice to Manager by providing an amended Schedule 2.1.1 to Manager in
         accordance with the provisions of section 9.1.

                   Without Manager's prior written consent, neither Sprint Spectrum
         nor any of its Related Parties will require Manager to pay for:

                   (A) any of those additional CCPU Services or CPGA Services to the
         extent that they are the same as or functionally equivalent to any service
         or benefit that Manager currently receives from Sprint Spectrum or its
         Related Parties or Sprint PCS or its Related Parties but for which Manager
         does not pay a separate fee immediately after the Effective Date, or

                   (B) any other additional CCPU Services or CPGA Services through
         December 31, 2006. After that date the fee for those other additional
         Services will be included in the fees based on Sprint PCS CCPU and Sprint
         PCS CPGA as set forth in section 3.2.

                   2.1.2 Discontinuance of Services. If Sprint Spectrum determines
         to no longer offer a Service, then Sprint Spectrum must

                        (i) notify Manager in writing a reasonable time before
                   discontinuing the Service, except Sprint will notify Manager at
                   least 9 months before Sprint plans to discontinue a significant
                   Service (e.g., billing, collection and customer care).

                                           52

                        (ii) discontinue the Service to all Other Managers.

         If Manager determines within 90 days after receipt of notice of
         discontinuance that it wants to continue to receive the Service, Sprint
         Spectrum will use commercially reasonable efforts to:

                        (a) help Manager provide the Service itself or find another
                   vendor to provide the Service, and

                        (b) facilitate Manager's transition to the new Service
                   provider.

                   The fees charged by Sprint Spectrum for the CCPU Services and
         CPGA Services will be reduced by any fees payable by Manager to a vendor or
         new Service provider in respect of discontinued CCPU Services and CPGA
         Services, if (x) Sprint Spectrum procures such CCPU Services or CPGA
         Services from a vendor or a new Service provider and bills those items as
         Settled-Separately Manager Expenses (as defined in subsection 3.2.5 of this
         agreement), or (y) Manager procures such CCPU Services or CPGA Services
         from a vendor or a new provider of Services, or (z) Manager self-provisions
         the Service. No adjustment to the fees will be made if Sprint Spectrum
         discontinues a CCPU Service or CPGA Service and Sprint Spectrum does not
         provide the CCPU Service or CPGA Service to end users.

                   2.1.3 Performance of Services. Sprint Spectrum may select the
         method, location and means of providing the Services. If Sprint Spectrum
         wishes to use Manager's facilities to provide the Services, Sprint Spectrum
         must obtain Manager's prior written consent.

              2.2 Third Party Vendors. Some of the Services might be provided by
         third party vendors under arrangements between Sprint Spectrum and the
         third party vendors. In some instances, Manager may receive Services from a
         third party vendor under the same terms and conditions that Sprint Spectrum
         receives those services. In other instances, Manager may receive Services
         under the terms and conditions set forth in an agreement between Manager
         and the third party vendor.

         30. Changes to Article 3 [NEW]. (a) Article 3 of the Services Agreement is
    amended and restated in its entirety to read as follows:

                                  3. FEES FOR SERVICES

              3.1 Services. Manager will pay Sprint Spectrum a fee for the Services
         provided by or on behalf of Sprint Spectrum now or in the future,

                                           53

         subject to Section 2.1.1. Manager may not obtain these Services from other
         sources, except as provided in this agreement.

                   If a change to Sprint PCS' accounting classifications for the
         CCPU Services or CPGA Services materially changes the amount of the Sprint
         PCS CCPU or Sprint PCS CPGA relative to the amount immediately before the
         change, then the rates outlined in section 3 of the Services Agreement will
         be adjusted to reflect the change.

                   If the accounting classification change has the effect of moving
         a Service from a CCPU Service or CPGA Service to a Settled-Separately
         Manager Expense, the fees for the CCPU Services or CPGA Services, as
         applicable, charged by Sprint Spectrum will be reduced by the fees payable
         by Manager for the new Settled-Separately Manager Expense.

              3.2  Fees for Services.

                   3.2.1 Initial Pricing Period. The fees Manager will pay Sprint
         Spectrum for the CCPU Services and CPGA Services provided to Manager by or
         on behalf of Sprint Spectrum each month from the first day of the calendar
         month following the Effective Date of Addendum X until December 31, 2006
         ("Initial Pricing Period"), will be:

                   (a) for the CCPU Services: $7.70 per subscriber multiplied by the
         Number of Customers in Manager's Service Area, and

                   (b) for the CPGA Services: an amount equal to:

                   (i) the most recently publicly reported Sprint PCS CPGA,
                   multiplied by a percentage equal to the lesser of:

                        (A) Manager's current percentage of the most recently
                        publicly reported Sprint PCS CPGA, and

                        (B) 6.3% of the most recently publicly reported Sprint PCS
                        CPGA;

                   multiplied by

                   (ii) the Gross Customer Additions in Manager's Service Area.

                   The fees will be paid as set forth in section 10 of the
         Management Agreement.

                   3.2.2 Pricing Process. After the Initial Pricing Period, the

                                           54

         fee for CCPU Services will become a percentage of Sprint PCS CCPU and the
         fee for CPGA Services will be adjusted to a new percentage of Sprint PCS
         CPGA. The parties will reset the CCPU and CPGA percentages to be applied in
         each pricing period after the Initial Pricing Period ends. Each subsequent
         pricing period will last three years (if Manager continues to use Sprint
         Spectrum or a Related Party to provide these Services) with, for example,
         the second pricing period beginning on January 1, 2007 and ending on
         December 31, 2009.

                   The process for resetting the percentages is as follows:

                   (a) Sprint Spectrum will give Manager proposed CCPU and CPGA
         percentages by October 31 of the calendar year before the calendar year in
         which the then current pricing period ends (e.g. if the pricing period ends
         on December 31, 2006 then the percentages have to be presented by October
         31, 2005). The proposed percentages will be based on the amount necessary
         to recover Sprint PCS' reasonable costs for providing the CCPU Services and
         CPGA Services to Manager and the Other Managers. Manager's representative
         and the Sprint PCS representative will begin discussions regarding the
         proposed CCPU and CPGA percentages within 20 days after Manager receives
         the proposed CCPU and CPGA percentages from Sprint Spectrum.

                   (b) The fee Manager will pay Sprint Spectrum for the CCPU
         Services provided to Manager by or on behalf of Sprint Spectrum each month
         beginning on January 1, 2007 until December 31, 2008 under the pricing
         process described in this section 3.2.2 will not exceed $8.50 per
         subscriber multiplied by the Number of Customers in Manager's Service Area.

                   (c) If the parties do not agree on new CCPU and CPGA percentages
         within 30 days after the discussions begin, then Manager may escalate the
         discussion to the Sprint PCS Chief Financial Officer or Sprint Spectrum may
         escalate the discussion to Manager's Chief Executive Officer or Chief
         Financial Officer.

                   (d) If the parties cannot agree on the new CCPU and CPGA
         percentages through the escalation process within 20 days after the
         escalation process begins, then Manager may either

                        (i) submit the determination of the CCPU and CPGA
                   percentages to binding arbitration under section 14.2 of this
                   agreement, excluding the escalation process set forth in section
                   14.1 and continue obtaining all of the CCPU Services and CPGA
                   Services from Sprint Spectrum at the CCPU and CPGA percentages
                   the arbitrator determines, or

                                           55

                        (ii) procure from a vendor other than Sprint Spectrum or
                   self-provision all of the Services.

              By December 1, 2006, the parties will agree on a service level
    agreement for customer care services and collection services ("Customer-Related
    Services") that will apply to Customer-Related Services delivered by Sprint
    Spectrum starting on January 1, 2007. If the parties cannot agree on a service
    level agreement by December 1, 2006, either party may submit a proposed service
    level agreement to binding arbitration under section 14.2 of the Management
    Agreement, excluding the escalation process set forth in section 14.1. If the
    arbitration concludes after January 1, 2007 the service level agreement, as
    agreed upon through the arbitration process, will be effective as of January 1,
    2007. The agreement will set forth 5 metrics for Customer-Related Services and
    will provide that Sprint Spectrum will use commercially reasonable efforts to
    meet the industry averages for those metrics as in effect on December 1, 2006.
    The 5 metrics are:

         (a)  Service Grade Rate defined as percentage of calls answered in 60
              seconds or less after the customer enters the call queue.

         (b)  Average Hold Time defined as average time a customer waits to talk to
              a customer service representative once the customer enters the call
              queue.

         (c)  Abandoned Call Rate defined as the percentage of calls that disconnect
              prior to talking to a customer service representative after the
              customer enters the call queue.

         (d)  Net Write-Offs Rate defined as monthly write-offs of accounts
              receivable, net of customer deposits, divided by monthly subscriber
              revenue.

         (e)  Past-Due Accounts Receivable Aging Rates defined as percentage of
              accounts receivable greater than 60 days from due date.

              The service level agreement will provide that Sprint Spectrum will
    give Manager a quarterly report on the above metrics. Beginning in 2008, Manager
    will have the right to opt out of Sprint Spectrum providing the Customer Related
    Services if the average of the metrics reflected in the four quarterly reports
    for the prior calendar year indicate that Sprint Spectrum is not in compliance
    with any 2 of the 5 metrics. To exercise the opt-out right, Manager must give
    its opt-out notice to Sprint Spectrum during the first quarter of any calendar
    year that Manager has an opt-out right. Upon receipt of an opt-out notice,
    Manager and Sprint Spectrum will use commercially reasonable efforts to
    transition the Customer-Related Services to Manager or a third party vendor
    within 9 months after the opt-out notice date. Upon the parties' completion of
    the transition, the parties will agree to an adjustment to the CCPU Service Fee
    being charged by Sprint Spectrum to Manager. If the parties cannot agree to an
    adjustment, Manager has the right to submit the determination to binding
    arbitration under section 14.2 of the Management

                                           56

    Agreement, excluding the escalation process set forth in section 14.1, and
    continue obtaining all the CPGA Services and remaining CCPU services from Sprint
    Spectrum. Manager will reimburse Sprint Spectrum for transition and continuing
    operation costs in accordance with Section 3.2.4.

              Manager's opt-out right described above is its sole remedy if Sprint
    Spectrum is not in compliance with the metrics; Sprint Spectrum's non-compliance
    with the metrics does not constitute a breach of this agreement or any other
    agreement between the parties.

              Manager has the right to propose to Sprint Spectrum that Manager
    self-provision or procure from a vendor some, but not all, of the Services.
    Sprint Spectrum will discuss the proposal with Manager, but Manager can only
    self-provision or procure from a vendor some of the Services if Sprint Spectrum
    agrees.

              Manager will begin paying Sprint Spectrum under the CCPU and CPGA
    percentages that Sprint Spectrum presents for discussion at the beginning of the
    new pricing period until the date on which the parties agree or until the
    arbitrator determines the new CCPU and CPGA percentages, whichever occurs first.
    Within 30 days after the percentages are determined (either by agreement or by
    arbitration), Sprint PCS will recalculate the fees from the beginning of the new
    pricing period and give notice to Manager of what the fees are and the amount of
    any adjusting payments required. If Sprint PCS owes Manager a refund of fees
    already paid, Sprint PCS may pay the amount to Manager or Sprint PCS, in its
    sole discretion, may credit the amount of the refund against any amounts Manager
    then owes to Sprint PCS. If Sprint PCS chooses to pay the refund, it will make
    the payment at the time it sends the notice to Manager; If Sprint PCS chooses to
    credit the refund, it will in the notice indicate the amounts owing to which the
    credit will be applied. If Manager owes Sprint PCS additional fees Manager will
    pay those fees to Sprint PCS within 10 days after receipt of the notice.

                   3.2.3 Sprint Spectrum First Right of Refusal. Manager must give
         Sprint Spectrum written notice of Manager's decision to procure the
         Services from a third party vendor the Services at least 120 days before
         the end of the Initial Pricing Period or any subsequent three-year pricing
         period and provide the third party vendor terms to Sprint Spectrum. Sprint
         Spectrum will have 30 days from the date it receives the third party
         vendor's terms to decide if it will provide those Services to Manager under
         those terms.

                   Manager must agree to receive the Services from Sprint Spectrum
         if Sprint Spectrum gives notice to Manager that it will provide the
         Services to Manager on the third party vendor terms. If Sprint Spectrum
         does not exercise its first right of refusal, Manager must sign the
         agreement with the third party vendor on the same terms and conditions as
         presented to Sprint Spectrum within 10 Business Days after Sprint

                                           57

         Spectrum notifies Manager of its decision not to exercise the first right
         of refusal or the expiration of the 30-day period, whichever occurs first.
         The procedure set forth in this section 3.2.3 will begin again if Manager
         does not sign the agreement with the third party vendor as required in the
         preceding sentence.

                   3.2.4 Transition and Continuing Operating Costs. Sprint Spectrum
         will cooperate with Manager and work diligently and in good faith to
         implement the transition to another service provider (including Manager, if
         applicable), in a reasonably efficient and expeditious manner.

                   Manager will pay for all reasonable out-of-pocket costs that
         Sprint Spectrum and its Related Parties actually incur to (i) transfer any
         Service(s) provided to Manager to a third party vendor or to enable Manager
         to self-provide any Service(s), and (ii) operate and maintain systems,
         processes, licenses and equipment to support those Services. Sprint
         Spectrum will bill Manager monthly for these costs.

                   3.2.5 Settled-Separately Manager Expenses. Manager will pay to or
         reimburse Sprint Spectrum for any amounts that Sprint Spectrum or its
         Related Parties pays for Settled-Separately Manager Expenses.
         "Settled-Separately Manager Expenses" means those items the parties choose
         to settle separately between themselves (e.g. accessory margins, reciprocal
         retail store cost recovery) that are listed in sections C and D of Schedule
         2.1.1.

                   Sprint Spectrum will give Manager at least 60 days' prior written
         notice by providing an amended Schedule 2.1.1 to Manager in accordance with
         the provisions of section 9.1 of any additional Services added to sections
         C and D of Schedule 2.1.1, but no additional service may be added to the
         extent it is the same as, or functionally equivalent to, either:

                        (a) any service that Sprint Spectrum or any of its Related
              Parties currently provides to Manager as a CCPU Service or a CPGA
              Service (unless the fees payable by Manager to Sprint Spectrum
              hereunder are correspondingly reduced) or

                        (b) any service or benefit that Manager currently receives
              from Sprint Spectrum or its Related Parties but for which Manager does
              not pay a separate fee before the Effective Date.

              For each Settled-Separately Manager Expense, Sprint Spectrum will
         provide sufficient detail to enable Manager to determine how the expense
         was calculated, including the unit of measurement (e.g., per

                                           58

         subscriber per month or per call) and the record of the occurrences
         generating the expense (e.g., the number of calls attributable to the
         expense). If an expense is not reasonably subject to occurrence level
         detail, Sprint Spectrum will provide reasonable detail on the process used
         to calculate the fee and the process must be reasonable. A detail or
         process is reasonable if it is substantially in the form as is customarily
         used in the wireless industry. The Settled-Separately Manager Expenses will
         be paid as set forth in section 10 of the Management Agreement. Sprint
         Spectrum and its Related Parties may arrange for Manager to pay any of the
         Settled-Separately Manager Expenses directly to the vendor after giving
         Manager reasonable notice.

                   Unless Manager specifically agrees otherwise, any
         Settled-Separately Manager Expense that Sprint Spectrum or any of its
         Related Parties is entitled to charge or pass through to Manager under this
         agreement or the Management Agreement will reflect solely out-of-pocket
         costs and expenses that Sprint Spectrum or its Related Parties actually
         incur, will be usage-based or directly related to revenue-generating
         products and services, and will not include any allocation of Sprint PCS'
         or its Related Parties' internal costs or expenses (including, but not
         limited to, allocations of general and administrative expenses or
         allocations of employee compensation or related expenses). For clarity,
         Sprint Spectrum's or its Related Parties' out-of-pocket costs for handset
         and accessory inventory consist of actual inventory invoice costs less any
         volume incentive rebates and price protection credits that Sprint Spectrum
         or its Related Parties receive from a vendor.

              3.3 Late Payments. Any payment due under this section 3 that Manager
         fails to pay to Sprint Spectrum in accordance with this agreement will bear
         interest at the Default Rate beginning (and including) the 6th day after
         the due date stated on the invoice until (and including) the date on which
         the payment is made.

              3.4 Taxes. Manager will pay or reimburse Sprint Spectrum for any
         sales, use, gross receipts or similar tax, administrative fee,
         telecommunications fee or surcharge for taxes or fees that a governmental
         authority levies on the fees and charges that Manager pays to Sprint
         Spectrum or a Related Party.

         31. Audit [NEW]. Section 5.1.2 of the Services Agreement is amended and
    restated in its entirety to read as follows:

              5.1.2 Audits. On reasonable advance notice by one party, the other
         party must provide its independent or internal auditors access to its
         appropriate financial and operating records, including, without limitation,
         vendor and distribution agreements, for purposes of auditing the amount

                                           59

         of fees (including the appropriateness of items included in
         Settled-Separately Manager Expenses), costs, expenses (including operating
         metrics referred to in this agreement and the Services Agreement relating
         to or used in the determination of Inter Service Area Fees, Reseller
         Customer Fees, CCPU Services or CPGA Services) or other charges payable in
         connection with the Service Area for the period audited. The party that
         requested the audit may decide if the audit is conducted by the other
         party's independent or internal auditors. Manager and Sprint Spectrum may
         each request no more than one audit per year.

                   (a) If the audit shows that Sprint Spectrum was underpaid then,
              unless the amount is contested, Manager will pay to Sprint Spectrum
              the amount of the underpayment within 10 Business Days after Sprint
              Spectrum gives Manager written notice of the underpayment
              determination.

                   (b) If the audit determines that Sprint Spectrum was overpaid
              then, unless the amount is contested, Sprint Spectrum will pay to
              Manager the amount of the overpayment within 10 Business Days after
              Manager gives Sprint Spectrum written notice of the overpayment
              determination.

              The auditing party will pay all costs and expenses related to the
         audit unless the amount owed to the audited party is reduced by more than
         10% or the amount owed by the audited party is increased by more than 10%,
         in which case the audited party will pay the costs and expenses related to
         the audit.

              If either party disputes the auditor's conclusion then the dispute
         will be submitted to binding arbitration in accordance with section 14.2 of
         the Management Agreement, excluding the escalation process set forth in
         section 14.1 of the Management Agreement.

              Sprint PCS will provide a Type II Report to Manager annually. If
         Manager, on the advice of its independent auditors or its legal counsel,
         determines that a statute, regulation, rule, judicial decision or
         interpretation, or audit or accounting rule, policy or literature published
         by the accounting or auditing profession or other authoritative rule making
         body (such as the Securities and Exchange Commission, the Public Company
         Accounting Oversight Board or the Financial Accounting Standards Board)
         requires additional assurances beyond SAS 70, then Sprint Spectrum will
         cooperate with Manager to provide the additional assurances. Sprint
         Spectrum's independent auditors will prepare any Type II Report or Manager
         Management Report provided under this section 5.1.2 and will provide an
         opinion on the controls placed in operation and

                                           60

         tests of operating effectiveness of those controls in effect at Sprint PCS
         over Manager Management Processes.

         32. Notices [NEW]. Section 9.1 of the Services Agreement is amended and
    restated in its entirety to read as follows:

              9.1 Notices. Any notice, payment, invoice, demand or communication
         required or permitted to be given by any provision of this agreement must
         be in writing and mailed (certified or registered mail, postage prepaid,
         return receipt requested), sent by hand or overnight courier, charges
         prepaid or sent by facsimile or email (in either instance with
         acknowledgement or read receipt received), and addressed as described in
         section 17.1(b) of the Management Agreement, or to any other address or
         number as the person or entity may from time to time specify by written
         notice to the other parties.

              The subject line of any email notice that purports to add any
         additional service to Schedule 2.1.1 must read "Additional Service to
         Schedule 2.1.1". The new Schedule 2.1.1 must also be attached to the email,
         and notice will also be provided to those individuals listed for notices
         for Manager regarding Program Requirement Changes set forth in section
         17.1(b) of the Management Agreement.

              Any notice, demand or communication intended to be notice of a breach
         of an agreement or notice of an Event of Termination must clearly indicate
         that intent, state the section(s) of the agreements allegedly breached, and
         in addition to any other form of notice it must be mailed or sent by
         overnight courier in the manner described in the first paragraph of this
         section 9.1.

              Manager will promptly give Sprint Spectrum a copy of any notice
         Manager receives from the Administrative Agent or any Lender, and a copy of
         any notice Manager gives to the Administrative Agent or any Lender. Sprint
         Spectrum will promptly give Manager a copy of any notice that Sprint
         Spectrum receives from the Administrative Agent or any Lender and a copy of
         any notice that Sprint Spectrum gives to the Administrative Agent or any
         Lender.

              All notices and other communications given to a party in accordance
         with the provisions of this agreement will be deemed to have been given
         when received.

         33. Entire Agreement; Amendments [NEW]. Section 9.6 of the Services
    Agreement is amended and restated in its entirety to read as follows:

                                           61

              9.6 Entire Agreement; Amendments. The provisions of this agreement and
         the Management Agreement including the exhibits to those agreements set
         forth the entire agreement and understanding between the parties as to the
         subject matter of this agreement and supersede all prior agreements, oral
         or written, and other communications between the parties relating to the
         subject matter of this agreement. Except for Sprint Spectrum's right to add
         additional Services to Schedule 2.1.1 subject to the provisions of section
         2.1.1 and section 3.2.5, this agreement may be modified or amended only by
         a written amendment signed by the persons or entities authorized to bind
         each party.

         34. Force Majeure [NEW]. The second paragraph of section 9.8 of the
    Services Agreement is amended and restated in its entirety to read as follows:

              Neither Manager nor Sprint Spectrum, as the case may be, is in breach
         of any covenant in this agreement and no Event of Termination will occur as
         a result of the failure of such party to comply with any covenant, if the
         party's non-compliance with the covenant results primarily from:

                        (i) any FCC order or any other injunction that any
                   governmental authority issues that impedes the party's ability to
                   comply with the covenant,

                        (ii) the failure of any governmental authority to grant any
                   consent, approval, waiver or authorization or any delay on the
                   part of any governmental authority in granting any consent,
                   approval, waiver or authorization,

                        (iii) the failure of any vendor to deliver in a timely
                   manner any equipment or service, or

                        (iv) any act of God, act of war or insurrection, riot, fire,
                   accident, explosion, labor unrest, strike, civil unrest, work
                   stoppage, condemnation or any similar cause or event not
                   reasonably within the control of the party.

         35. Governing Law, Jurisdiction and Consent to Service of Process. [NEW].
    Section 9.11 of the Services Agreement is replaced with the following language:

              9.11 Governing Law, Jurisdiction and Service of Process.

                   9.11.1 Governing Law. The internal laws of the State of Kansas
              (without regard to principles of conflicts of law) govern the validity
              of this agreement, the construction of its terms, and the
              interpretation of the rights and duties of the parties.

                                           62

                   9.11.2 Jurisdiction; Consent to Service of Process.

                   (a) Each party hereby irrevocably and unconditionally submits,
              for itself and its property, to the nonexclusive jurisdiction of any
              Kansas State court sitting in the County of Johnson or any Federal
              court of the United States of America sitting in the District of
              Kansas, and any appellate court from any such court, in any suit
              action or proceeding arising out of or relating to this agreement, or
              for recognition or enforcement of any judgment, and each party hereby
              irrevocably and unconditionally agrees that all claims in respect of
              any such suit, action or proceeding may be heard and determined in
              such Kansas State Court or, to the extent permitted by law, in such
              Federal court.

                   (b) Each party hereby irrevocably and unconditionally waives, to
              the fullest extent it may legally do so, any objection which it may
              now or hereafter have to the laying of venue of any suit, action or
              proceeding arising out of or relating to this agreement in Kansas
              State court sitting in the County of Johnson or any Federal court
              sitting in the District of Kansas. Each party hereby irrevocably
              waives, to the fullest extent permitted by law, the defense of an
              inconvenient forum to the maintenance of such suit, action or
              proceeding in any such court and further waives the right to object,
              with respect to such suit, action or proceeding, that such court does
              not have jurisdiction over such party.

                   (c) Each party irrevocably consents to service of process in the
              manner provided for the giving of notices pursuant to this agreement,
              provided that such service shall be deemed to have been given only
              when actually received by such party. Nothing in this agreement shall
              affect the right of a party to serve process in another manner
              permitted by law.

                              Trademark License Agreements

         36. Notices [NEW]. Section 15.1 of each of the Trademark License Agreements
    is amended and restated in its entirety to read as follows:

              Section 15.1. Notices. Any notice, payment, invoice, demand or
         communication required or permitted to be given by any provision of this
         agreement must be in writing and mailed (certified or registered mail,
         postage prepaid, return receipt requested), sent by hand or overnight
         courier, or sent by facsimile (with acknowledgment received), charges
         prepaid and addressed as described in section 17.1(b) of the Management
         Agreement, or to any other address or number as the person or entity may
         from time to time specify by written notice to the other parties.

              Any notice, demand or communication intended to be notice of a breach
         of an agreement or notice of an Event of Termination must clearly

                                           63

         indicate that intent, state the section(s) of the agreements allegedly
         breached, and be mailed or sent by overnight courier in the manner
         described in the preceding paragraph.

              Licensee will promptly give Licensor a copy of any notice Licensee
         receives from any Administrative Agent or any Lender, and a copy of any
         notice Licensee gives to any Administrative Agent or any Lender. Licensor
         will promptly give Licensee a copy of any notice that Licensor receives
         from the Administrative Agent or any Lender and a copy of any notice that
         Licensor gives to the Administrative Agent or any Lender.

              All notices and other communications given to a party in accordance
         with the provisions of this agreement will be deemed to have been given
         when received.

         37. Governing Law [NEW]. Section 15.8 of each of the Trademark License
    Agreements is replaced by the following language:

              15.8 Governing Law. The internal laws of the State of Kansas (without
         regard to principles of conflicts of law) govern the validity of this
         agreement, the construction of its terms, and the interpretation of the
         rights and duties of the parties.

         38. Jurisdiction [NEW]. Section 15.13 of each of the Trademark License
    Agreements is replaced by the following language:

              15.13 Jurisdiction; Consent to Service of Process.

                   (a) Each party hereby irrevocably and unconditionally submits,
         for itself and its property, to the nonexclusive jurisdiction of any Kansas
         State court sitting in the County of Johnson or any Federal court of the
         United States of America sitting in the District of Kansas, and any
         appellate court from any such court, in any suit action or proceeding
         arising out of or relating to this agreement, or for recognition or
         enforcement of any judgment, and each party hereby irrevocably and
         unconditionally agrees that all claims in respect of any such suit, action
         or proceeding may be heard and determined in such Kansas State Court or, to
         the extent permitted by law, in such Federal court.

                   (b) Each party hereby irrevocably and unconditionally waives, to
         the fullest extent it may legally do so, any objection which it may now or
         hereafter have to the laying of venue of any suit, action or proceeding
         arising out of or relating to this agreement in Kansas State court sitting
         in the County of Johnson or any Federal court sitting in the District of
         Kansas. Each party hereby irrevocably waives, to the fullest extent
         permitted by law, the defense of an inconvenient forum to the maintenance
         of such suit, action or proceeding in any

                                           64

         such court and further waives the right to object, with respect to such
         suit, action or proceeding, that such court does not have jurisdiction over
         such party.

                   (c) Each party irrevocably consents to service of process in the
         manner provided for the giving of notices pursuant to this agreement,
         provided that such service shall be deemed to have been given only when
         actually received by such party. Nothing in this agreement shall affect the
         right of a party to serve process in another manner permitted by law.

                                 Schedule of Definitions

         39. Deleted Definition [NEW]. The definition of "Available Services" is
    deleted.

         40. Additional, Amended or Supplemented Definitions [NEW]. The following
    are new or amended definitions, unless otherwise indicated:

              "Additional Interest" [Addm VII, Section 1] has the meaning set forth
         in section 2.1 of the Management Agreement.

              "Alamosa Managers" means Manager and the Other Managers controlled by
         Alamosa Holdings, Inc.

              "Allocable Software Fee" has the meaning set forth in section 1.3.4(e)
         of the Management Agreement.

              "Allocated Write-offs" has the meaning set forth in section 10.3.4 of
         the Management Agreement.

              "A Markets" [Addm VII, Section 1] has the meaning set forth in section
         2.1 of the Management Agreement.

              "Amount Billed (Net of Customer Credits)" has the meaning set forth in
         section 10.3.3 of the Management Agreement.

              "Assessment Date" [Addm VII, Section 1] has the meaning set forth in
         section 2.1 of the Management Agreement.

              "Available EBV" [Addm VII, Section 1] has the meaning set forth in
         section 2.1 of the Management Agreement.

              "Away Network" means:

                        (i) any portion of the Sprint PCS Network other than
                   Manager's Service Area Network, in the case of Customers with an
                   NPA-NXX assigned to the Service Area

                                           65

                   (or any other such designation in accordance with section 17.17
                   of the Management Agreement), and

                        (ii) Manager's Service Area Network, in the case of
                   Customers with an NPA-NXX assigned to an area outside the Service
                   Area (or any other such designation in accordance with section
                   17.17 of the Management Agreement).

              "Billed Component(s)" has the meaning set forth in section 10.3.2 of
         the Management Agreement.

              "Billed Month" has the meaning set forth in section 10.2.1 of the
         Management Agreement.

              "Billed Revenue" has the meaning set forth in section 10.2.1 of the
         Management Agreement.

              "B Market" [Addm VII, Section 1] has the meaning set forth in section
         2.1 of the Management Agreement.

              "CCPU Services" means those Services listed in section A of Schedule
         2.1.1 to the Services Agreement.

              "Change of Control Transaction" [Addm VII, Section 1] has the meaning
         set forth in section 2.1 of the Management Agreement.

              "Chief Financial Officer of Sprint PCS", "Sprint PCS Chief Financial
         Officer" and other references to the Chief Financial Officer of Sprint PCS
         mean the Senior Vice President - Finance of Sprint Corporation designated
         to serve as the chief financial officer of Sprint PCS or if none, the
         individual serving in that capacity.

              "Contractual Launch Date" [Addm VII, Section 1] has the meaning set
         forth in section 2.1 of the Management Agreement.

              "CPGA Services" means those Services listed in section B of Schedule
         2.1.1 to the Services Agreement.

              "CSA" has the meaning set forth in section 10.2.1 of the Management
         Agreement.

              "Customer" means any customer, except Reseller Customers or customers
         of third parties for which Manager provides solely switching services, who
         purchases Sprint PCS Products and Services, regardless of where their
         NPA-NXX is assigned.

                                           66

              "Customer Credits" has the meaning set forth in section 10.2.1 of the
         Management Agreement.

              "Customer Equipment Charges" has the meaning set forth in section
         10.3.2.5 of the Management Agreement.

              "Customer Equipment Credits" has the meaning set forth in section
         10.3.2.2 of the Management Agreement.

              "Customer-Related Services" has the meaning set forth in section 3.2.2
         of the Services Agreement.

              "Customer Taxes" means the amounts that Sprint PCS bills to Manager
         Accounts for taxes, including, without limitation, federal, state, and
         local sales, use, gross and excise tax.

              "Effective Date" has the meaning set forth in the preamble of this
         Addendum.

              "Enterprise Value" means the combined book value of an entity's
         outstanding debt and preferred stock less cash plus the fair market value
         of each class of its publicly-traded equity other than any publicly-traded
         preferred stock. For the purposes of this definition, the fair market value
         of a class of an entity's publicly-traded equity (other than
         publicly-traded preferred stock) is equal to the product of:

                   (i) the number of issued and outstanding shares of the class of
              publicly-traded equity as of the date of determination, times

         (ii) the applicable average closing price (or average closing bid, if
    traded on the over-the-counter market) per share of the class of publicly-traded
    equity over the 21 consecutive trading days immediately preceding the date of
    determination.

              "E911 Phase I Surcharges" means all costs related to Phase I E911
         functionality.

              "E911 Phase II Surcharges" has the meaning set forth in section
         10.3.2.6 of the Management Agreement.

              "ETC" has the meaning set forth in section 10.6.1 of the Management
         Agreement.

              "Fee Based on Billed Revenue" has the meaning set forth in section
         10.2.1 of the Management Agreement.

                                           67

              "Full Buildout Coverage" [Addm VII, Section 1] has the meaning set
         forth in section 2.1 of the Management Agreement.

              "Full Buildout Date" [Addm VII, Section 1] has the meaning set forth
         in section 2.1 of the Management Agreement.

              "Gross Customer Additions in Manager's Service Area" means the average
         number of Customers activated (without taking into consideration the number
         of Customers lost) during the previous month with an NPA-NXX assigned to
         the Service Area as reported in Sprint PCS' most recent monthly KPI report.

              "Hard Launch" [Addm VII, Section 1] has the meaning set forth in
         section 2.1 of the Management Agreement.

              "Initial 3G Data Fee Period" has the meaning set forth in section
         10.4.1.3(a) of the Management Agreement.

              "Initial Pricing Period" has the meaning set forth in section 3.2.1 of
         the Services Agreement.

              "Inter Service Area Fee" has the meaning set forth in section 4.3 of
         the Management Agreement.

              "Investment Banker" has the meaning set forth in section 9.3.2 of the
         Management Agreement.

              "Manager Accounts" has the meaning set forth in section 10.2.1 of the
         Management Agreement.

              "Manager Management Process" has the meaning set forth in section
         12.1.2 of the Management Agreement.

              "Manager Management Report" has the meaning set forth in section
         12.1.2 of the Management Agreement.

              "Manager Shares" [Addm VII, Section 1] has the meaning set forth in
         section 2.1 of the Management Agreement.

              "MFN True-Up Amount" has the meaning set forth in the preamble of this
         Addendum.

              "Minimum Launch Footprint" [Addm VII, Section 1] has the meaning set
         forth in section 2.1 of the Management Agreement.

              "Net Billed Revenue" has the meaning set forth in section 10.2.1 of
         the Management Agreement.

                                           68

              "Net Software Cost" means the amount paid by Sprint PCS to the vendor
         directly associated with the Software used by Manager in the Service Area
         for which Manager is not obligated to pay the Software vendor directly, net
         of any discounts or rebates and excluding any mark-up by Sprint PCS for
         administrative or other fees, and is limited to that proportionate amount
         attributable to Manager.

              "New Coverage" means the build-out in the Service Area that is in
         addition to the build-out required under the then-existing Build-out Plan,
         which build-out Sprint PCS or Manager decides should be built-out.

              "90-Day Threshold" [Addm VII, Section 1] has the meaning set forth in
         section 2.1 of the Management Agreement.

              "NPA-NXX" means NPA-NXX or an equivalent identifier, such as a network
         access identifier (NAI).

              "Number of Customers in Manager's Service Area" means the average
         number of Customers with NPA-NXXs assigned to the Service Area reported in
         Sprint PCS' most recent monthly KPI report.

              "180-Day Threshold" [Addm VII, Section 1] has the meaning set forth in
         section 2.1 of the Management Agreement.

              "Other Affiliates" [Addm VIII, Section 2 and Addm IX, Section 2] has
         the meaning set forth in section 17.26 of the Management Agreement.

              "Outbound Roaming Fees" means the amounts that Sprint PCS or its
         Related Parties bills to Manager Accounts for calls placed on a non-Sprint
         PCS Network.

              "Overall Changes" has the meaning set forth in section 1.10(a).

              "Payment Date" [Addm VII, Section 1] has the meaning set forth in
         section 2.1 of the Management Agreement.

              "Penalty Date" [Addm VII, Section 1] has the meaning set forth in
         section 2.1 of the Management Agreement.

              "Priority Factor" [Addm VII, Section 1] has the meaning set forth in
         section 2.1 of the Management Agreement.

              "Program Requirement Change" has the meaning set forth in section
         9.3.1 of the Management Agreement.

              "Proration Factor" [Addm VII, Section 1] has the meaning set forth in
         section 2.1 of the Management Agreement.

                                           69

              "Qwest Reseller 3G Data Agreement" has the meaning set forth in
         section 10.4.1.3(a) of the Management Agreement.

              "Reseller Customer" means customers of companies or organizations with
         a Private Label PCS Services or similar resale agreement with Sprint PCS or
         Manager.

              "Reseller Customer Fees" has the meaning set forth in section 10.4.1.1
         of the Management Agreement.

              "SCCLP" has the meaning set forth in section 3.4.2(b) of the
         Management Agreement.

              "Selected Services" means Services.

              "Service Area Network" means the network that is directly required for
         the provision of telecommunications services to Customers and is managed by
         Manager under the Management Agreement in the Service Area under the
         License.

              "Services" has the meaning set forth in section 2.1.1 of the Services
         Agreement.

              "Settled-Separately Manager Expenses" has the meaning set forth in
         section 3.2.5 of the Services Agreement.

              "Software" means only that software and software features currently
         existing or developed in the future that are used in connection with
         telecommunications equipment owned or leased by Manager in Manager's
         provisioning of wireless services in the Service Area and includes, without
         limitation, software maintenance, updates, improvements, upgrades and
         modifications. "Software" expressly excludes:

                        (i) software "rights to use" licenses to the extent paid to
                   the licensor directly by Manager, and

                        (ii) software operating Sprint PCS' national platforms,
                   billing system platforms, customer service platforms and like
                   applications.

              "Software Fees" means costs associated (including applicable license
         fees) with procuring software, software maintenance, software upgrades and
         other software costs needed to provide uniform and consistent operation of
         the wireless systems within the Sprint PCS Network.

                                           70

              "Sprint PCS" means any or all of the following Related Parties who are
         License holders or signatories to the Management Agreement: Sprint Spectrum
         L.P., a Delaware limited partnership, WirelessCo, L.P., a Delaware limited
         partnership, SprintCom, Inc., a Kansas corporation, PhillieCo Partners I,
         L.P., a Delaware limited partnership, PhillieCo, L.P., a Delaware limited
         partnership, Sprint Telephony PCS, L.P., a Delaware limited partnership,
         Sprint PCS License, L.L.C., a Delaware limited liability company, American
         PCS Communications, LLC, a Delaware limited liability company, and APC PCS,
         LLC, a Delaware limited liability company. Any reference in the Management
         Agreement or Services Agreement to Cox Communications PCS, L.P., a Delaware
         limited partnership, or Cox PCS License, L.L.C., a Delaware limited
         liability company, is changed to Sprint Telephony PCS, L.P., a Delaware
         limited partnership, or Sprint PCS License, L.L.C., a Delaware limited
         liability company, respectively, to reflect name changes filed with the
         Delaware Secretary of State in 2002.

              "Sprint PCS ARPU" means the average revenue per user publicly
         announced by Sprint PCS or its Related Parties for the most recent calendar
         year. Sprint PCS ARPU is generally calculated by dividing wireless service
         revenues by average wireless subscribers.

              "Sprint PCS CCPU" means the cash cost per user publicly announced by
         Sprint PCS or its Related Parties for the most recent quarter. Sprint PCS
         CCPU is generally calculated by dividing costs of wireless service
         revenues, service delivery and other general and administrative costs by
         average wireless subscribers.

              "Sprint PCS CPGA" means the cost per gross addition publicly announced
         by Sprint PCS or its Related Parties for the most recent quarter. Sprint
         PCS CPGA is calculated by dividing the aggregate costs of acquiring new
         wireless subscribers, including equipment subsidies, marketing costs and
         selling expenses, by gross additional subscribers.

              "Sprint PCS Retail Yield for Voice and 2G Data Usage" means the
         quotient calculated by dividing (a) Sprint PCS ARPU less the 3G data
         component in the Sprint PCS ARPU by (b) the reported minutes of use per
         subscriber for the calendar year for which the Sprint PCS ARPU was
         calculated.

              "Sprint PCS Retail Yield for 3G Data Usage" means the quotient
         calculated by dividing (a) the 3G data component in the Sprint PCS ARPU by
         (b) the kilobytes of use for 3G data usage per subscriber for the calendar
         year for which the Sprint PCS ARPU was calculated.

              "Subsidy Funds" has the meaning set forth in section 10.6.1 of the
         Management Agreement.

                                           71

              "3M-pops Manager" means any Other Manager 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.

              "Transition Date" has the meaning set forth in section 10.12.3 of the
         Management Agreement.

              "Type II Report" has the meaning set forth in section 12.1.2 of the
         Management Agreement.

              "Ultimate Parent" has the meaning set forth in the Hart-Scott-Rodino
         Antitrust Improvements Act of 1976.

              "USF Charges" has the meaning set forth in section 10.3.2.7 of the
         Management Agreement.

              "Vendor Software" has the meaning set forth in section 1.3.4(b) of the
         Management Agreement.

              "Wireless Mobility Communications Network" [Addm VIII, Section 8]
         means a radio communications system operating in the 1990 MHz range under
         the rules designated as subpart E of Part 24 of the FCC's rules.

              "WLNP Surcharges" has the meaning set forth in section 10.2.4 of the
         Management Agreement.

              "Write-offs" has the meaning set forth in section 10.3.1 of the
         Management Agreement.

    B.   Cross-references to Other Paragraphs in Previous Addenda.

              Listed below are those paragraphs in the previous addenda that are
    interpretations or applications of the Management Agreement, the Services
    Agreement, the Trademark License Agreements or the Schedule of Definitions that
    are not listed above. These serve as cross-references to facilitate finding
    provisions in the previous addenda. The number shown at the beginning of each
    item is the paragraph reference in the designated Addendum.

         Addendum I

              1.   Potential Expansion of Service Area

         Addendum II

              1.   Modification of Build-Out Plan

                                           72

              2.   Simultaneous Execution of Asset Sale Agreement

              3.   Designation of Selected Services

              4.   Completion of New BTA Builds

              5.   Sprint LTD Coverage

         Addendum III

              1.   Modification of Build-Out Plan

              2.   Simultaneous Execution of Asset Sale Agreement

              3.   Backhaul and Interconnection

              4.   Designation of Selected Services

              5.   Columbia, MO and Jefferson City, MO Build-Out

              6.   Completion of Asset Transfer

              7.   Right of Sprint PCS to Repurchase Transferred Assets

              8.   Sprint LTD Coverage

         Addendum IV

              1.   Modification of Build-Out Plan

              2.   Backhaul and Interconnection

              3.   Consent and Agreement ("C&A")-Related: Use of Loan Proceeds

              4.   C&A-Related: C&A Not Assignable

              6.   Sale of Operating Assets or License

              7.   C&A-Related: No Default under Credit Documents or Sprint
                   Agreements

              8.   Counterparts

         Addendum V

              1.   Modification of Build-Out Plan

              2.   Backhaul and Interconnection

              3.   Designation of Selected Services

         Addendum VI

              2.   Reaffirmation of Sprint Agreements

              3.   Counterparts

         Addendum VII

              2.   Reaffirmation of Sprint Agreements

              3.   Counterparts

         Addendum VIII

                                           73

              1.   C&A-Related: Use of Loan Proceeds

              6.   Expiration of Limited Remedies Period

              7.   Revised Financing Plan

              10.  Reaffirmation of Sprint Agreements

              11.  Counterparts

         Addendum IX

              1.   C&A-Related: Use of Loan Proceeds

              3.   Financing Plan

              4.   Reaffirmation of Sprint Agreements

              5.   Counterparts

         Addendum X

              None (all are superseded by this Addendum).

                                           74

    C.   Other Provisions.

         1. Manager and Sprint PCS' Representations. Manager and Sprint PCS each
    represents and warrants that its respective execution, delivery and performance
    of its obligations described in this Addendum have been duly authorized by
    proper action of its governing body and do not and will not violate any material
    agreements to which it is a party. Each of Manager and Sprint PCS also
    represents and warrants that there are no legal or other claims, actions,
    counterclaims, proceedings or suits, at law or in arbitration or equity, pending
    or, to its knowledge, threatened against it, its Related Parties, officers or
    directors that question or may affect the validity of this Addendum, the
    execution and performance of the transactions contemplated by this Addendum or
    that party's right or obligation to consummate the transactions contemplated by
    this Addendum.

         2. Reaffirmation of Sprint Agreements. Each of the undersigned reaffirms in
    their entirety the Management Agreement, the Services Agreement and the
    Trademark License Agreements, together with their respective rights and
    obligations under those agreements.

         3. Counterparts. This Addendum may be executed in one or more counterparts,
    including facsimile counterparts, and each counterpart will have the same force
    and effect as an original instrument as if the parties to the aggregate
    counterparts had signed the same instrument.

                [The remainder of this page is left blank intentionally.]

                                           75

              The parties have caused this Addendum XI to be executed as of the date
    first above written.

                                    SPRINT SPECTRUM L.P.

                                    By: /s/ David Bottoms
                                        --------------------------------------------
                                        Name: David Bottoms
                                              --------------------------------------
                                        Title: Vice President
                                               -------------------------------------

                                    WIRELESSCO, L.P.

                                    By: /s/ David Bottoms
                                        --------------------------------------------
                                        Name: David Bottoms
                                              --------------------------------------
                                        Title: Vice President
                                               -------------------------------------

                                    SPRINT COMMUNICATIONS COMPANY L.P.

                                    By: /s/ William K. White
                                        --------------------------------------------
                                        Name: William K. White
                                        Title: Senior Vice President - Communication
                                                  & Brand Management

                                    ALAMOSA MISSOURI, LLC
                                    a Missouri limited liability company

                                    By: ALAMOSA HOLDINGS, LLC
                                        a Delaware limited liability company,
                                        as the sole equity holder

                                        By: /s/ David E. Sharbutt
                                            ----------------------------------------
                                            David E. Sharbutt,
                                            President

                                           76

                                       EXHIBIT 1.7

                         BUILD-OUT AND WORKING CAPITAL FINANCING

    o Alamosa Holdings, Inc. and its direct and indirect subsidiaries, have received
    equity contributions and debt financing that exceed in the aggregate $990
    million. Alamosa Holdings, Inc. is the ultimate parent of Texas
    Telecommunications, LP, Alamosa Wisconsin Limited Partnership, Alamosa Missouri,
    LLC, Washington Oregon Wireless LLC and Southwest PCS, LP (each a "Manager"
    under a separate Management Agreement with Sprint PCS, and collectively the
    "Managers"). This capital has been and will be made available to the Managers
    when needed to fund the build-out (requirements to date are substantially
    complete) and operations of their PCS systems and to perform their obligations
    under their respective Sprint Agreements. The following summarizes the sources
    of funds:

    -------------------------------------------------------------------------------------- ---------------------
    (dollars in thousands)                                                                     CONTRIBUTED
                                                                                               AMOUNTS AND
                                                                                               NET PROCEEDS
    -------------------------------------------------------------------------------------- ---------------------

    -------------------------------------------------------------------------------------- ---------------------
    EQUITY                                                                                    $      283,061
    -------------------------------------------------------------------------------------- ---------------------

    -------------------------------------------------------------------------------------- ---------------------
    SENIOR NOTES:
    -------------------------------------------------------------------------------------- ---------------------
        12.875% SENIOR DISCOUNT NOTES                                                                180,515
    -------------------------------------------------------------------------------------- ---------------------
        12.50% SENIOR NOTES                                                                          182,807
    -------------------------------------------------------------------------------------- ---------------------
        13.625% SENIOR NOTES                                                                         101,306
    -------------------------------------------------------------------------------------- ---------------------
        8.50% SENIOR NOTES                                                                           243,054
    -------------------------------------------------------------------------------------- ---------------------

    -------------------------------------------------------------------------------------- ---------------------
             TOTAL                                                                            $      990,743
    -------------------------------------------------------------------------------------- =====================

    Alamosa Holdings, Inc. and its direct and indirect subsidiaries, completed a
    restructuring to adjust the capital structure in November 2003. The results of
    the restructuring are summarized below:

    ------------------------------------------------------------ --------------------- -- ---------------------
    (dollars in thousands)                                               PRE-                    POST-
                                                                     RESTRUCTURE              RESTRUCTURE
    ------------------------------------------------------------ --------------------- -- ---------------------

    ------------------------------------------------------------ --------------------- -- ---------------------
    SENIOR NOTES
    ------------------------------------------------------------ --------------------- -- ---------------------
        12.875% SENIOR DISCOUNT NOTES                                $   298,443              $    5,556
    ------------------------------------------------------------ --------------------- -- ---------------------
        12.50% SENIOR NOTES                                              250,000                  11,600
    ------------------------------------------------------------ --------------------- -- ---------------------
        13.625% SENIOR NOTES                                             150,000                   2,475
    ------------------------------------------------------------ --------------------- -- ---------------------
        NEW 12% SENIOR DISCOUNT NOTES                                         -                  193,995
    ------------------------------------------------------------ --------------------- -- ---------------------
        NEW 11% SENIOR NOTES                                                  -                  250,798
    ------------------------------------------------------------ --------------------- -- ---------------------

    ------------------------------------------------------------ --------------------- -- ---------------------
             TOTAL                                                       698,443                 464,424
    ------------------------------------------------------------ --------------------- -- ---------------------

    ------------------------------------------------------------ --------------------- -- ---------------------
    PREFERRED STOCK*                                                          -                  169,874
    ------------------------------------------------------------ --------------------- -- ---------------------

    ------------------------------------------------------------ --------------------- -- ---------------------
             TOTAL                                                   $   698,443              $  634,298
    ------------------------------------------------------------ ===================== -- =====================

    ------------------------------------------------------------ --------------------- -- ---------------------
    *  Fair value less issuance costs total $216.8 million

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

    o The funds from contributed capital and net proceeds from borrowings, in
    conjunction with capital restructuring, are sufficient to meet all build-out and
    working capital requirements.

                                      EXHIBIT 10.3

    100% Affiliate Retained Amounts

         Roaming Revenue
         International Roaming Credits
         Affiliate Equip Sale On Acct

    100% Sprint PCS Retained Amounts

         Accrued Sales Taxes
         Accrued Federal Excise Taxes
         Collected Insurance

                                        EXHIBIT 1

                      ILLUSTRATIVE CALCULATION FOR CASH SETTLEMENT

    CASH SIMPLIFICATION

    ILLUSTRATIVE ONLY

                                                                        Monthly
                                                                    ---------------
    Write-offs                                                      $ 1,235

    Billed Revenue                                                  $10,350
    Customer Credits                                                   (970)
                                                                    -------
    Net Billed Revenue                                              $ 9,380    82.5%
    Customer Equipment Credits                                          (66)   -0.6%
    100% Affiliate Retained Amounts                                     235     2.1%
    100% Sprint PCS Retained Amounts                                  1,479    13.0%
    Customer Equipment Charges                                          175     1.5%
    E911 Surcharges                                                      65     0.6%
    Wireless Local Number Portability Charges                            26     0.2%
    USF Charges                                                          74     0.7%
                                                                    -------   -----
    Amount Billed (Net of Customer Credits)                         $11,368   100.0%

    Fee Calculation

    Net Billed Revenue                                              $ 9,380
    Allocated Write-off                                              (1,019)
                                                                    -------
                                                                    $ 8,361
                                                                         92%
                                                                    -------
    Fee Based on Billed Revenue                                     $ 7,692

    100% Affiliate Retained Amounts                                 $   235
       Allocated Write-off                                              (26)
    Phase II E911 Surcharges                                             53
       Allocated Write-off                                               (6)
    Wireless Local Number Portability Charges                             2
       Allocated Write-off                                               (0)
    Customer Equipment Credits                                          (66)
       Allocated Write-off                                                7
    Write-off for Customer Equipment Charges                            (19)
                                                                    -------
                                                                    $   180

    Total                                                           $ 7,872

                                     Schedule 2.1.1

                                       -SECTION A-

    Presently Offered CCPU Services - Activity Applied as % to Sprint PCS reported
    CCPU

    3G Fees
    A/P Backhaul/Facility Disputes
    Affiliate Utilities
    ATM Soft Hand Off
    Bank Fees
    BI Performance Services - Initiation
    BI Performance Services - Maintenance
    Bid Cost
    Billing
    Check Free
    Clarify Maintenance Fee
    CO Usage
    Collection Agency Fees
    Conferences
    Costs associated with rollout of new products and services
    Credit Card Processing/Fees
    Customer Care
    Customer Solutions - Mature Life
    Directory Assistance
    DS3
    E - Commerce PT
    Enhanced Voicemail
    Entrance Facility Expenses (Includes Terminating/Trunking Charge)
    Ford Revenue
    Ford Telematics
    Gift Card Payable
    Gift Card Receivable
    Hal Riney Ad Kit
    High Speed Remote Access Server
    ICS Clearing House Costs (Includes Illuminet, Roaming Clearing House, and TSI)
    IMT Charges
    Interconnection
    Inter-Machine Trunk
    IT (Includes E-Commerce)
    LD Verification
    LIDB / CNAM
    Local Loop, COC, ACF, IXC, etc. (National Platform Expense - Local Loop Cost,
       Central Office Connection (COC), access Coordination Fee (ACF), Co-Location
       Charges, and Inter Exchange Carrier (IXC) Charges)
    Lockbox 261
    MCI Disconnect Adjusted
    National Platform - COA

    National Platform Disputes
    National Platform (2G) (Includes Voice Activated Dialing)

    National Platform Component
    FCAPS (Fault, Configuration, Accounting, Performance, Security)
         Capital Projects
         Expense Projects
         Circuit Expense
         CLOH
         Labor
         Forecasts

    IN (Intelligent Network)
         Capital Expense
         Expense Projects
         Circuit Expense
         CLOH
         Labor
         Forecasts

    OSSN
         Capital Expense
         Expense Projects
         Circuit Expense
         CLOH
         Labor
         Forecasts

    3G
         Capital Projects
         Expense Projects
         Circuit Expense
         CLOH
         Labor
         Forecasts

    Operator Service
         Vendor Fee

    Wireless Web
         Capital Projects
         Expense Projects
         Circuit Expense
         CLOH
         Labor
         Forecasts

    Messaging
         Capital Projects

         Expense Projects
         Circuit Expense
         CLOH
         Labor
         Forecasts

    VAD
         Capital Projects
         Expense Projects
         Circuit Expense
         CLOH
         Labor
         Forecasts

    Voice Mail
         Capital
         Expense Projects
         Circuit Expense
         CLOH
         Labor
         Forecasts

    Software Maintenance
         Openwave
         Hewlett Packard
         Comverse
         Marconi
         Lucent
         Commworks
         Four Corners
         Other Vendors (39)

    Northwest Frequent Flyer
    Premium Vision Services
    PreNet
    Pricing
    Pro Text Messaging Plan
    Ringers & More (Includes SBF and PT fees)
    Roadside Rescue
    Sprint Synch Services
    Telecheck Charge
    Telematics
    Text Messaging Plan
    TSC Usage
    Type 1 Affiliate Long Distance
    Voice Command Web
    Wireless Web

                                       -SECTION B-

    Presently Offered CPGA Services - Activity Applied as % to Sprint PCS reported
    CPGA

    500 Minute Promotion Credit
    Activations - Customer Solutions
    Activations - E-Commerce (Includes On Line (Web) Activations)
    Activations - Telesales
    Credit Check Fee
    Customer Solutions - Early Life
    Demo Phones
    EarthLink
    Hal Riney Service
    Handset Logistics
    Handset Obsolesence Fee and Carrying Costs
    Local/Indirect Commission
    Marketing Collateral Destruction
    NAM/CAM
    One Sprint Telesales
    PGA Expenses
    PLS Commission
    SmartWorks Printing

                                       -SECTION C-

    Presently Offered CCPU Services - Activity Settled Separately

    Affiliate Project Authorizations
    Long Distance
    E911 Phase I Revenue
    Microwave Clearing
    Roaming
    Software Fees
    Sprint Local Telephone Usage
    Taxes Paid on Behalf of Type III Affiliates
    Tower Lease
    Travel Revenue and Expense
    Upgrade Commission - 2 Step Channel
    Vendor Usage-Based Charges on New Products
    Wholesale Revenue and Expense

                                       -SECTION D-

    Presently Offered CPGA Services -Activity Settled Separately

    3G Device Logistics Fee
    3rd Party Spiffs
    Accessory Margin

    Commissions - National 3rd Party
    Commissions - Other 3rd Party
    Coop Advertising - Local 3rd Party
    Coop Advertising - National 3rd Party
    Handset returns
    Handset subsidies
    Handsets
    Marketing Collateral (excluding destruction)
    Meeting Competition Fund
    RadioShack Promos (Includes RadioShack Golden Quarter, Jumpstart, Relaunch,
       Sprint to Vegas, and Break the Bank)
    Rebate Administrative Expense
    Rebates
    Reciprocal Retail Store Cost Recovery
    Sprint LDD Commission
    Third Party Promotions
    Upgrade Commission - RadioShack

                                        Exhibit A

         Section 17.28. Federal Contractor Compliance. (1) The Manager will not
    discriminate against any employee or applicant for employment because of race,
    color, religion, sex, or national origin. The Manager will take affirmative
    action to ensure that applicants are employed, and that employees are treated
    during employment without regard to their race, color, religion, sex, or
    national origin. Such action shall include, but not be limited to the following:
    Employment, upgrading, demotion, or transfer; recruitment or recruitment
    advertising; layoff or termination; rates of pay or other forms of compensation;
    and selection for training, including apprenticeship. The Manager agrees to post
    in conspicuous places, available to employees and applicants for employment,
    notices to be provided setting forth the provisions of this nondiscrimination
    clause.

         (2) The Manager will, in all solicitations or advertisements for employees
    placed by or on behalf of the Manager, state that all qualified applicants will
    receive considerations for employment without regard to race, color, religion,
    sex, or national origin.

         (3) The Manager will send to each labor union or representative of workers
    with which he has a collective bargaining agreement or other contract or
    understanding, a notice to be provided advising the said labor union or workers'
    representatives of the Manager's commitments under this section, and shall post
    copies of the notice in conspicuous places available to employees and applicants
    for employment.

         (4) The Manager will comply with all provisions of Executive Order 11246 of
    September 24, 1965, and of the rules, regulations, and relevant orders of the
    Secretary of Labor.

         (5) The Manager will furnish all information and reports required by
    Executive Order 11246 of September 24, 1965, and by rules, regulations, and
    orders of the Secretary of Labor, or pursuant thereto, and will permit access to
    his books, records, and accounts by the administering agency and the Secretary
    of Labor for purposes of investigation to ascertain compliance with such rules,
    regulations, and orders.

         (6) In the event of the Manager's noncompliance with the nondiscrimination
    clauses of this contract or with any of the said rules, regulations, or orders,
    this contract may be canceled, terminated, or suspended in whole or in part and
    the Manager may be declared ineligible for further Government contracts or
    federally assisted construction contracts in accordance with procedures
    authorized in Executive Order 11246 of September 24, 1965, and such other
    sanctions may be imposed and remedies invoked as provided in Executive Order
    11246 of September 24, 1965, or by rule, regulation, or order of the Secretary
    of Labor, or as otherwise provided by law.

         (7) The Manager will include the portion of the sentence immediately
    preceding paragraph (1) and the provisions of paragraphs (1) through (7) in
    every subcontract or purchase order unless exempted by rules, regulations, or
    orders of the Secretary of Labor issued pursuant to section 204 of Executive
    Order 11246 of September 24, 1965, so that such provisions will be binding upon
    each subcontractor or vendor. The Manager will take such action with respect to
    any subcontract or purchase order as the administering agency may direct as a
    means of enforcing such provisions, including sanctions for noncompliance.
    Provided, however, that in the event a Manager becomes involved in, or is
    threatened with, litigation with a subcontractor or vendor as a

    result of such direction by the administering agency the Manager may request the
    United States to enter into such litigation to protect the interests of the
    United States.

         (8) In consideration of contracts with Sprint PCS, the Manager agrees to
    execute the Certificate of Compliance attached hereto as Attachment I and
    further agrees that this certification shall be part of each contract between
    Sprint PCS and Manager. The Manager will include Attachment I in every
    subcontract or purchase order, so that such provisions will be binding upon each
    subcontractor.

         Attachment I

                             CERTIFICATE OF COMPLIANCE WITH
                                   FEDERAL REGULATIONS

    In consideration of contracts with SPRINT SPECTRUM L.P., the undersigned
    "contractor", "vendor" or "consultant" agrees to the following and further
    agrees that this Certification shall be a part of each purchase order, supply
    agreement, or contract between SPRINT SPECTRUM L.P. and the undersigned.

    1.   Equal Opportunity

         Executive Order 11246 is herein incorporated by reference.

    2.   Affirmative Action Compliance

         If undersigned Contractor has 50 or more employees and if this contract is
         for $50,000 or more, Contractor shall develop a written Affirmative Action
         Compliance Program for each of its establishments, as required by rules and
         regulations of the Secretary of Labor (41 CFR 60-1 and 60-2).

    3.   Affirmative Action for Special Disabled and Vietnam Era Veterans

         If this contract exceeds $10,000, the undersigned Contractor certifies that
         the Contractor does not discriminate against any employee or applicant
         because the person is a Special Disabled or Vietnam Veteran and complies
         with the rules, regulations and relevant orders of the Secretary of Labor
         issued pursuant to the Vietnam Veterans Readjustment Assistance Act of
         1972, as amended.

         Contractor hereby represents that it has developed and has on file, at each
         establishment, affirmative action programs for Special Disabled and Vietnam
         Era Veterans required by the rules and regulations of the Secretary of
         Labor (41 CFR 60-250).

    4.   Affirmative Action for Handicapped Workers

         If this contract exceeds $2,500, the undersigned Contractor certifies that
         the Contractor does not discriminate against any employee or applicant
         because of physical or mental handicap and complies with the rules,
         regulations and relevant orders of the Secretary of Labor issued under the
         Rehabilitation Act of 1973, as amended.

         Contractor hereby represents that it has developed and has on file, at each
         establishment, affirmative action programs for Handicapped Workers required
         by the rules and regulations of the Secretary of Labor (41 CFR 60-741).

    5.   Employer Information Report (EEO-1 Standard Form 100)

         If undersigned Contractor has 50 or more employees and if this contract is
         for $10,000 or more, Contractor shall complete and file government Standard
         Form 100, Equal Employment Opportunity Employer Information Report EEO-1,
         in accordance with instructions contained therein.

    6.   Compliance Review

         The undersigned Contractor certifies that it has not been subject to a
         Government equal opportunity compliance review. If the Contractor has been
         reviewed, that review occurred on __________________ (date).

    7.   Utilization of Small Businesses, Small Disadvantaged Businesses, and
         Women-Owned Small Business

         It is the policy of SPRINT SPECTRUM L.P., consistent with Federal
         Acquisition Regulations (FAR 52.219-8 and FAR 52.219-13), that small
         business concerns, small business concerns owned and controlled by socially
         and economically disadvantaged individuals, and women-owned businesses
         shall have the maximum practicable opportunity to participate in performing
         subcontracts under Government contracts for which SPRINT SPECTRUM L.P. is
         the Government's Prime Contractor. SPRINT SPECTRUM L.P. awards contracts to
         small businesses to the fullest extent consistent with efficient prime
         contract performance. The Contractor agrees to use its best efforts to
         carry out this policy in the award of its subcontract to the fullest extent
         consistent with the efficient performance of this contract.

         Contractor hereby represents that it ___ is ___ is not a small business,
         ___ is ___ is not a small business owned and controlled by socially and
         economically disadvantaged individuals, and ___ is ___ is not a small
         business controlled and operated as a women-owned small business as defined
         by the regulations implementing the Small Business Act.

         If the answer to any of the above is in the affirmative, Contractor will
         complete SPRINT SPECTRUM L.P. Small/Minority/Women Owned Business Self
         Certification Form. This form is available from Sprint Corporation's Human
         Resources Department..

    8.   Certification of Nonsegregated Facilities

         If this contract is expected to exceed $10,000, the undersigned Contractor
         certifies as follows:

         The Contractor certifies that the Contractor does not or will not maintain
         or provide for its employees any segregated facilities at any of its
         establishments, and that it does not and will not permit its employees to
         perform services at any location, under its control, where segregated
         facilities are maintained. The Contractor agrees that a breach of this
         Certification is a violation of the Equal Opportunity provision of this
         contract. As used in this Certification, the term "segregated facilities"
         means any waiting rooms, work areas, rest rooms and wash rooms, restaurants
         and other eating areas, time clocks, locker rooms and other storage or
         dressing areas, parking lots, drinking fountains, recreation or
         entertainment areas, transportation, and housing facilities provided for
         employees that are segregated by explicit directive or are in fact
         segregated on the basis of race, color, religion, or national origin,
         because of habit, local custom, or otherwise. Contractor further agrees
         that (except where it has obtained identical certifications from proposed
         subcontracts for specific time periods) it will obtain identical
         certifications from proposed subcontractors prior to the award of
         subcontracts exceeding $10,000 that are not exempt from the provisions of
         the Equal Opportunity Clause; and that it will retain such certification in
         its files.

    9.   Clean Air and Water

         The undersigned Contractor certifies that any facility to be used in the
         performance of this contract ___ is ___ is not listed on the Environmental
         Protection Agency List of Violating Facilities.

         The undersigned Contractor agrees to immediately notify SPRINT SPECTRUM
         L.P., immediately upon the receipt of any communication from the
         Administrator or a designee of the Environmental Protection Agency
         indicating that any facility that the Contractor proposes to use for the
         performance of the contract is under consideration to be listed on the EPA
         List of Violating Facilities. SPRINT SPECTRUM L.P. includes this
         certification and agreement pursuant to FAR 52-223-1(c) which requires
         including such paragraph (c) in every nonexempt subcontract.

                                                    Contractor:

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                                                    Company Name

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                                                    Address

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                                                    By
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