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                                                                   EXHIBIT 10.27

                                    FORM OF

                          REGISTRATION RIGHTS AGREEMENT

                          Dated as of January ___, 2000

                                  by and among

                           ALAMOSA PCS HOLDINGS, INC.

                                       and

                              NORTEL NETWORKS INC.

     THIS REGISTRATION RIGHTS AGREEMENT (this "Agreement") is made and entered
into as of January ___, 2000, by and among ALAMOSA PCS HOLDINGS, INC., a
Delaware corporation (the "Company") and NORTEL NETWORKS INC., a Delaware
corporation ("Nortel Networks").

     WHEREAS, the Company has agreed to issue Common Stock warrants (the
"Warrants") to Nortel Networks, representing the right to purchase an aggregate
amount of [_________] shares of the Common Stock, par value $0.01 per share, of
the Company (the "Common Stock").

     WHEREAS, the Warrants have been issued pursuant to the Warrant Agreement
dated as of the date hereof by and between the Company and Nortel Networks (the
"Warrant Agreement").

     NOW, THEREFORE, in consideration of the foregoing and the premises and
mutual agreements herein set forth, the parties hereto hereby agree as follows:

     Section 1. Definitions. Capitalized terms used in this Agreement and not
otherwise defined herein shall have the meanings given to those terms in the
Warrant Agreement. As used in this Agreement, the following terms shall have the
following respective meanings:

     "Business Day" shall mean a day that is not a Legal Holiday.

     "Common Stock" has the meaning ascribed to such term in the preamble
hereof.

     "Demand Registration" has the meaning ascribed to such term in Section
2.1(a) hereof.

     "DTC" has the meaning ascribed to such term in Section 3(i) hereof.

     "Exchange Act" means the Securities Exchange Act of 1934, as amended from
time to time, or any successor statute, and the rules and regulations
promulgated thereunder.

     "Expiration Date" has the meaning ascribed to such term in the Warrant
Agreement.





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     "Holder" shall mean a Person who is the owner as shown on the Warrant
register maintained by the Company.

     "Included Securities" has the meaning ascribed to such term in Section
2.1(a) hereof.

     "Indemnified Party" has the meaning ascribed to such term in Section 4(c)
hereof.

     "Indemnifying Party" has the meaning ascribed to such term in Section 4(c)
hereof.

     "Inspectors" has the meaning ascribed to such term in Section 3(n) hereof.

     "Legal Holiday" shall mean a Saturday, a Sunday or a day on which banking
institutions in Dallas, Texas are authorized or required by law, regulation or
executive order to remain closed.

     "Person" shall mean an individual, partnership, corporation, trust or
unincorporated organization, or a government or agency or political subdivision
thereof.

     "Piggy-Back Registration" has the meaning ascribed to such term in Section
2.2 hereof.

     "Prospectus" means the prospectus included in any Registration Statement
(including, without limitation, any prospectus subject to completion and a
prospectus that includes any information previously omitted from a prospectus
filed as part of an effective Registration Statement in reliance upon Rule 430A
under the Securities Act), as amended or supplemented by any prospectus
supplement, and all other amendments and supplements to the Prospectus,
including post-effective amendments, and all material incorporated by reference
or deemed to be incorporated by reference in such Prospectus.

     "Registrable Securities" means any of (i) the Warrant Shares and (ii) any
other securities issued or issuable with respect to any Warrant Shares by way of
stock dividend or stock split or in connection with a combination of shares,
recapitalization, merger, consolidation or other reorganization or otherwise,
unless, in each case, such Warrant Shares and securities, if any, have been
offered and sold to the Holder pursuant to an effective Registration Statement
under the Securities Act declared effective prior to the exercisability of the
Warrants or such Warrant Shares and securities, if any, may be sold to the
public pursuant to Rule 144 without any restriction on the amount of securities
which may be sold by such Holder or the satisfaction of any condition. As to any
particular Registrable Securities held by a Holder, such securities shall cease
to be Registrable Securities when (i) a Registration Statement with respect to
the exercise or offering of such securities by the Holder thereof shall have
been declared effective under the Securities Act and such securities shall have
been exercised and/or disposed of by such Holder pursuant to such Registration
Statement, (ii) such securities may at the time of determination be sold to the
public pursuant to Rule 144 without any restriction on the amount of securities
which may be sold by such Holder (or any similar provision then in force, but
not Rule 144A) promulgated under the Securities Act without the lapse of any
further time or the satisfaction of any condition, (iii) such securities shall
have been otherwise



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transferred by such Holder and new certificates for such securities not bearing
a legend restricting further transfer shall have been delivered by the Company
or its transfer agent and subsequent disposition of such securities shall not
require registration or qualification under the Securities Act or any similar
state securities or blue sky laws then in force or (iv) such securities shall
have ceased to be outstanding.

     "Registration Expenses" shall mean all expenses incident to the Company's
performance of or compliance with this Agreement, including, without limitation,
all SEC and stock exchange or National Association of Securities Dealers, Inc.
registration and filing fees and expenses, fees and expenses of compliance with
state securities or blue sky laws (including, without limitation, reasonable
fees and disbursements of counsel for the underwriters in connection with blue
sky qualifications of the Registrable Securities), printing expenses, messenger,
telephone and delivery expenses, fees and disbursements of counsel for the
Company and all independent certified public accountants, the fees and
disbursements of underwriters customarily paid by issuers or sellers of
securities (but not including any underwriting discounts or commissions or
transfer taxes, if any, attributable to the sale of Registrable Securities) and
other reasonable out-of-pocket expenses of Holders (including the reasonable
fees and expenses of one counsel for the Holders to be selected by a majority of
such Holders).

     "Registration Statement" shall mean any appropriate registration statement
of the Company filed with the SEC pursuant to the Securities Act which covers
any of the Registrable Securities pursuant to the provisions of this Agreement
and all amendments and supplements to any such Registration Statement, including
post-effective amendments, in each case including the Prospectus contained
therein, all exhibits thereto and all material incorporated by reference
therein.

     "Requisite Securities" shall mean a number of Registrable Securities equal
to not less than twenty-five percent (25%) of the Registrable Securities held in
the aggregate by all Holders; provided, however, that with respect to any action
to be taken at the request of the Holders of the Registrable Securities prior to
such time as the Warrants have expired pursuant to the terms thereof and of the
Warrant Agreement, each Warrant outstanding shall be deemed to represent that
number of Registrable Securities for which such Warrant would be then
exercisable (without giving effect to the cashless (net) exercise feature
referred to in the Warrant Agreement).

     "Rule 144" shall mean Rule 144 promulgated under the Securities Act, as
such Rule may be amended from time to time, or any similar rule (other than Rule
144A) or regulation hereafter adopted by the SEC providing for offers and sales
of securities made in compliance therewith resulting in offers and sales by
subsequent Holders that are not affiliates of an issuer of such securities being
free of the registration and prospectus delivery requirements of the Securities
Act.

     "Rule 144A" shall mean Rule 144A promulgated under the Securities Act, as
such Rule may be amended from time to time, or any similar rule (other than Rule
144) or regulation hereafter adopted by the SEC.





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     "SEC" shall mean the Securities and Exchange Commission.

     "Securities Act" shall mean the Securities Act of 1933, as amended from
time to time, or any successor statute, and the rules and regulations
promulgated thereunder.

     "Selling Holder" shall mean a Holder who is selling Registrable Securities
in accordance with the provisions of Section 2.1 or 2.2 hereof.

     "Warrants" has the meaning ascribed to such term in the preamble hereof.

     "Warrant Agreement" has the meaning ascribed to such term in the preamble
hereof.

     "Warrant Shares" means the shares of Common Stock delivered or deliverable
upon exercise of the Warrants.

     Section 2. Registration Rights.


     Section 2.1. Demand Registration.

     (a) General. At any time after the sixtieth (60th) day prior to the second
anniversary of the date of this Agreement, Holders owning, individually or in
the aggregate, not less than the Requisite Securities may make a written request
(each, a "Demand Registration") that the Company register the resale of the
Warrant Shares under the Securities Act. The Company shall file with the SEC and
use commercially reasonable efforts to cause to become effective under the
Securities Act a Registration Statement with respect to such Registrable
Securities within ninety (90) days of receipt of such written request for a
Demand Registration. Any such request will specify the number of Registrable
Securities proposed to be sold and will also specify the intended method of
disposition thereof. The Company shall give written notice of such registration
request to all other Holders of Registrable Securities within fifteen (15)
Business Days after the receipt thereof. Within ten (10) days after receipt by
any Holder of Registrable Securities of such notice from the Company, such
Holder may request in writing that such Holder's Registrable Securities be
included in such Registration Statement and the Company shall include in such
Registration Statement the Registrable Securities of any such Holder requested
to be so included (the "Included Securities"). Each such request by such other
Holders shall specify the number of Included Securities proposed to be sold and
the intended method of disposition thereof. Subject to Sections 2.1(b), 2.1(d)
and 2.3(a) hereof, the Company shall be required to register Registrable
Securities pursuant to this Section 2.1(a) on a maximum of three (3) separate
occasions; provided, however, if and so long as the Company is eligible to file
Form S-3 registration statements, there should be no limit on the number of
occasions that the Holders may request the registration of their Registrable
Securities on a Form S-3 Registration Statement, or any successor registration
form that permits the prospectus to incorporate by reference subsequent periodic
reports filed by the Company.





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     Subject to Section 2.1(d) hereof, no other securities of the Company except
(i) Registrable Securities held by any Holder, (ii) equity securities to be
offered and sold for the account of the Company and (iii) any equity securities
of the Company held by any Person having "piggy-back" registration rights
pursuant to any contractual obligation of the Company shall be included in a
Demand Registration. The inclusion of any such securities for the account of the
Company or any other Person shall be on the same terms as that of the
Registrable Securities.

     (b) Effective Registration. A Registration Statement will not be deemed to
have been effected as a Demand Registration unless it has been declared
effective by the SEC and the Company has complied in all material respects with
all of its obligations under this Agreement with respect thereto; provided,
however, that if, after such Registration Statement has become effective, the
offering of Registrable Securities pursuant to such Registration Statement is or
becomes the subject of any stop order, injunction or other order or requirement
of the SEC order, injunction or other order or requirement of the SEC or any
other governmental or administrative agency or court that prevents, restrains or
otherwise limits the sale of Registrable Securities pursuant to such
Registration Statement for any reason not attributable to any Holder
participating in such registration and such restraint is not lifted within sixty
(60) days after being imposed, such Registration Statement will be deemed not to
have been effected. If (i) a registration requested pursuant to this Section 2.1
is deemed not to have been effected or (ii) a Demand Registration does not
remain effective under the Securities Act until at least the earlier of (A) an
aggregate of six months after the effective date thereof or (B) the consummation
of the distribution by the Holders of all of the Registrable Securities covered
thereby, then such registration shall not count towards determining if the
Company has satisfied its obligation to three (3) Demand Registrations pursuant
to this Section 2.1. For purposes of calculating the six month period referred
to in the preceding sentence, any period of time during which such Registration
Statement was not in effect shall be excluded. The Holders of Registrable
Securities shall be permitted to withdraw all or any part of the Registrable
Securities from a Demand Registration at any time prior to the effective date of
such Demand Registration; provided, however, that should the Holders of
Registrable Securities remaining after such withdrawal own, individually or in
the aggregate, less than the Requisite Securities, the Company shall have the
right to terminate or withdraw any registration initiated by it under Section
2.1 prior to the effectiveness of such registration. Notwithstanding the
foregoing, if the Holders of at least the Requisite Securities request the
withdrawal of a Registration Statement after it is filed, such Registration
Statement will be deemed to have been a Demand Registration unless the Holders
of the Included Securities pay the Registration Expenses associated with such
Registration Statement unless such withdrawal is the result of a material
adverse change in the financial condition or results of operation of the
Company.

     (c) Underwritten Registrations. If any of the Registrable Securities
covered by a Demand Registration are to be sold in an underwritten offering, the
investment banker or investment bankers and manager or managers that will manage
the offering will be selected by the Holders of not less than a majority of the
Registrable Securities to be sold thereunder and will be reasonably acceptable
to the Company.




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     No Holder of Registrable Securities may participate in any underwritten
registration pursuant to a Registration Statement filed under this Agreement
(whether a Demand Registration or a Piggy-Back Registration) unless such Holder
(a) agrees to (i) sell such Holder's Registrable Securities on the basis
provided in and in compliance with the underwriting arrangements and (ii) comply
with Rules 101, 102 and 104 of Regulation M promulgated under the Exchange Act
and (b) completes and executes all questionnaires, powers of attorney,
indemnities, underwriting agreements and other documents reasonably required by
the investment bankers under the terms of such underwriting arrangements.

     (d) Priority in Demand Registration. In a registration pursuant to Section
2.1 hereof involving an underwritten offering, if the managing underwriter or
underwriters of such underwritten offering have informed, in writing, the
Company and the Selling Holders who have requested such Demand Registration or
who have sought inclusion therein that in such underwriter's or underwriters'
opinion the total number of securities which the Selling Holders and any other
Person entitled to participate in such registration pursuant to Section 2.1(a)
hereof intend to include in such offering is such as to adversely affect the
success of such offering, including the price at which such securities can be
sold, then the Company will be required to include in such registration only the
amount of securities which it is so advised should be included in such
registration. In such event, securities shall be registered in such registration
in the following order of priority: (i) first, the securities which have been
requested to be included in such registration by the Holders of Registrable
Securities, (ii) second, the securities of other Persons entitled to exercise
"piggy-back" registration rights pursuant to contractual commitments of the
Company (pro rata based on the amount of securities sought to be included in the
registration by such Persons), and (ii) third, provided that no securities
sought to be included by the Holders or any other Person sought to be included
therein have been excluded from such registration, securities to be offered and
sold for the account of the Company.

     If twenty-five percent (25%) or more of the Registrable Securities which
the Holders have requested to be included in a Registration Statement pursuant
to Section 2.1 hereof have been excluded from such Registration Statement
pursuant to the provisions of the foregoing paragraph, then such registration
shall not count towards determining whether the Company has satisfied its
obligation to effect three (3) Demand Registrations pursuant to Section 2.1
hereof.

     Section 2.2. Piggy-Back Registration.

     (a) General. If at any time after the sixtieth (60th) day prior to the
second anniversary of the date of this Agreement the Company proposes to file a
Registration Statement under the Securities Act with respect to an offering by
the Company for its own account, other than (i) a Registration Statement on Form
S-4 or S-8 (or any substitute form that may be adopted by the SEC or other form
of limited purpose), (ii) a Registration Statement filed in connection with an
exchange offer or offering of securities solely to the Company's existing
security holders, or (iii) a Registration Statement filed pursuant to the
exercise of "demand" registration rights of existing security holders pursuant
to a contractual commitment of the Company, then the Company shall give written
notice of such proposed filing to the Holders of Registrable Securities as soon
as practicable (but in no event




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fewer than thirty (30) days before the anticipated filing date or twenty (20)
days before the anticipated filing date if the Company is subject to filing
reports under the Exchange Act and able to use Form S-3 under the Securities
Act), and such notice shall offer such Holders the opportunity to register such
number of shares of Registrable Securities as each such Holder may request in
writing not later than five (5) days prior to the anticipated filing date of the
Registration Statement (so long as the Holder has received such written notice
in accordance with the foregoing time periods from the Company) (which request
shall specify the Registrable Securities intended to be disposed of by such
Selling Holder and the intended method of distribution thereof) (a "Piggy-Back
Registration"). The Company shall have no obligation to effect such Piggy-Back
Registration unless Holders request in writing to include in the Piggy-Back
Registration, individually or in the aggregate, not less than that number of
Registrable Securities that equals the Requisite Securities. The Company shall
use commercially reasonable efforts to keep such Piggy-Back Registration
continuously effective under the Securities Act until the consummation of the
distribution by the Holders of all of the Registrable Securities covered
thereby. The Company shall use its commercially reasonable efforts to cause the
managing underwriter or underwriters, if any, of such proposed offering to
permit the Registrable Securities requested to be included in a Piggy-Back
Registration to be included on the same terms and conditions as any similar
securities of the Company or any other security holder included therein, subject
to the restrictions set forth in Section 2.2(b), and to permit the sale or other
disposition of such Registrable Securities in accordance with the intended
method of distribution thereof. Any Selling Holder shall have the right to
withdraw its request for inclusion of its Registrable Securities in any
Registration Statement pursuant to this Section 2.2 by giving timely written
notice to the Company of its request to withdraw. The Company may withdraw a
Piggy-Back Registration at any time prior to the time it becomes effective or
the Company may elect to delay the registration; provided, however, that the
Company shall give prompt written notice thereof to participating Selling
Holders.

     No Registration effected under this Section 2.2, and no failure to effect a
registration under this Section 2.2, shall relieve the Company of its obligation
to effect a registration pursuant to Section 2.1 hereof, and no failure to
effect a registration under this Section 2.2 and to complete the sale of
securities registered thereunder in connection therewith shall relieve the
Company of any other obligation under this Agreement.

     (b) Priority in Piggy-Back Registration. In a registration pursuant to
Section 2.2 hereof involving an underwritten offering, if the managing
underwriter or underwriters of such underwritten offering have informed, in
writing, the Company and the Selling Holders requesting inclusion in such
offering that in such underwriter's or underwriters' opinion the total number of
securities which the Company, the Selling Holders and any other Persons desiring
to participate in such registration intend to include in such offering is such
as to adversely affect the success of such offering, including the price at
which such securities can be sold, then the Company will be required to include
in such registration only the amount of securities which it is so advised should
be included in such registration. In such event, securities shall be registered
in such offering in the following order of priority: (i) first, the securities
which the Company proposes to register, (ii) second, provided that no securities
sought to be included by the Company have been excluded from such registration,
the




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securities which have been requested to be included in such registration by the
Holders of Registrable Securities and other Persons entitled to exercise
"piggy-back" registration rights pursuant to contractual commitments of the
Company (pro rata based on the amount of securities held by the Holders of
Registrable Securities requesting such inclusion and such Persons).

     If, as a result of the provisions of this Section 2.2(b), any Selling
Holder shall not be entitled to include all Registrable Securities in a
Piggy-Back Registration that such Selling Holder has requested to be included,
such Selling Holder may elect to withdraw his request to include Registrable
Securities in such registration.

     (c) Underwritten Registrations. If any of the Registrable Securities
covered by a Piggy-Back Registration are to be sold in an underwritten
offering, the investment banker or investment bankers and manager or managers
that will manage the offering will be selected by the Company.

     Section 2.3. Limitations and Conditions to Obligations Under Registration
Covenants.

     (a) The Company's obligations shall be subject to the obligations of the
Selling Holders, which the Selling Holders acknowledge, to furnish all
information and materials required of such Selling Holders and to take any and
all actions required of such Selling Holders to permit the Company to comply
with all applicable requirements of the SEC and to obtain any acceleration of
the effective date of such Registration Statement.

     (b) Subject to the next sentence of this paragraph, the Company shall be
entitled to postpone the filing or effectiveness of any Registration Statement
otherwise required to be prepared, filed and made effective by it pursuant to
Section 2.1 or 2.2 hereunder; provided, however, that the duration of such
postponement may not exceed the earlier to occur of (A) fifteen (15) days after
the cessation of the circumstances described in the next sentence of this
paragraph on which such postponement is based or (B) ninety (90) days after the
date of the determination of the Board of Directors referred to in the next
sentence. Such postponement may be effected only if the Board of Directors of
the Company makes a reasonable and good faith determination that the filing or
effectiveness of such Registration Statement would materially impede, delay or
interfere with any material financing, offer or sale of securities, acquisition,
corporate reorganization or other significant transaction involving the Company
or any of its Subsidiaries which material financing, offer or sale of
securities, acquisition, corporate reorganization or other significant
transaction is under active consideration at the time of such postponement;
provided, however, that the Company shall not be entitled to such postponement
more than once in any twelve-month period. If the Company shall take any such
action with respect to a Registration Statement it shall, as promptly as
possible, deliver a certificate signed by the Chief Executive Officer or
President of the Company to the Selling Holders as to such determination, and
the Selling Holders shall have the right, upon the affirmative vote of the
Holders of not less than a majority of the Registrable Securities to be included
in such Registration Statement, to withdraw the request for registration by
giving written notice to the Company within ten (10) days after the receipt of
such notice. Any Demand Registration as to which the withdrawal election
referred to in the preceding sentence has been effected shall not be counted





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for purposes of the three Demand Registrations the Company is required to effect
pursuant to Section 2.1 hereof.

     (c) The Company shall not be required by this Agreement to file a
registration statement with respect to a Demand Registration for a Holder during
the period starting with the date of filing of, and within ninety (90) days
immediately following, the effective date of any Registration Statement under
the Securities Act pertaining to a firmly underwritten offering of equity
securities of the Company for its own account so long as such Holder has been
given the opportunity to include in such Registration Statement such Holder's
Registrable Securities pursuant to Section 2.2 hereof and not been denied such
opportunity under Section 2.2 (b) or otherwise.

     Section 2.4. Restrictions on Sale by the Company and Others. The Company
covenants and agrees that (i) during the 10-day period prior to, and during the
90-day period beginning on, the commencement of any underwritten offering of
Registrable Securities pursuant to a Demand Registration which has been
requested pursuant to this Agreement, it shall not, and shall not cause or
permit any of its Subsidiaries to, effect any public sale or distribution of any
securities of the same class as any of the Registrable Securities or any
securities convertible into or exchangeable or exercisable for such securities
(or any option or other right for such securities), other than any Common Stock
and/or options, Warrants or other Common Stock purchase rights, and the Common
Stock issued pursuant to such option, Warrants or other rights, to employees,
officers or directors of, or consultants or advisors to the Company or any
Subsidiary pursuant to stock purchase or stock option plans or other
arrangements that are approved by the Board of Directors of the Company, prior
to the Company or any of its Subsidiaries publicly announcing its intention to
effect any such public sale or distribution; and (ii) the Company will not, and
the Company will not cause or permit any of its Subsidiaries to, after the date
hereof, enter into any agreement or contract that conflicts with or limits or
prohibits the full and timely exercise by the Holders of Registrable Securities
of the rights herein to request a Demand Registration or to join in any
Piggy-Back Registration subject to the other terms and provisions hereof.

     Section 2.5. Rule 144 and Rule 144A. The Company covenants that it will
file the reports required to be filed by it under the Securities Act and the
Exchange Act and the rules and regulations adopted by the SEC thereunder in a
timely manner and, if at any time the Company is not required to file such
reports, it will, upon the request of any Holder or beneficial owner of
Registrable Securities, make available such information necessary to permit
sales pursuant to Rule 144A under the Securities Act. The Company further
covenants that it will take such further action as any Holder of Registrable
Securities may reasonably request, all to the extent required from time to time
to enable such Holder to sell Registrable Securities without registration under
the Securities Act within the limitation of the exemptions provided by (a) Rule
144(k) and Rule 144A under the Securities Act, as such Rules may be amended from
time to time, or (b) any similar rule or regulation hereafter adopted by the SEC
(it being expressly understood that the foregoing shall not create any
obligation on the part of the Company to file periodic reports or other reports
under the Exchange Act at any time that it is not then required to file such
reports pursuant to the Exchange Act). Upon the reasonable request of any Holder
of Registrable Securities, the Company will in a timely manner





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deliver to such Holder a written statement as to whether it has complied with
such information requirements.

     Section 3. Registration Procedures. In connection with the obligations of
the Company with respect to any Registration Statement pursuant to Sections 2.1
and 2.2, hereof, the Company shall, except as otherwise provided:

     (a) Prepare and file with the SEC as soon as practicable each Registration
Statement (but in any event on or prior to the date of filing thereof required
under this Agreement) and use commercially reasonable efforts to cause such
Registration Statement to become effective and remain effective as provided
herein; provided, however, that before filing any such Registration Statement or
any Prospectus (for registrations pursuant to Sections 2.1 and 2.2 hereof) or
any amendments or supplements thereto (only for registrations pursuant to
Section 2.1 hereof), the Company shall make available to the Holders of the
Registrable Securities covered by such Registration Statement, and the managing
underwriter or underwriters, if any, copies of all such documents proposed to be
filed, which documents will be subject to the review and comment of such Holders
and underwriters in connection with such sale, if any, for a period of at least
five (5) Business Days, and the Company will not file any such Registration
Statement or amendment or supplement to any such Registration Statement
(including all such documents incorporated by reference) to which the Holders of
the Registrable Securities covered by such Registration Statement or the
underwriters in connection with such sale, if any, shall reasonably object
within five (5) Business Days after the receipt thereof.

     (b) Prepare and file with the SEC such amendments and post-effective
amendments to the Registration Statement as may be necessary to keep such
Registration Statement continuously effective for the time periods prescribed
hereby; cause the related Prospectus to be supplemented by any required
prospectus supplement, and as so supplemented to be filed pursuant to Rule 424
(or any similar provisions then in force) promulgated under the Securities Act;
and comply with the provisions of the Securities Act, the Exchange Act and the
rules and regulations of the SEC promulgated thereunder applicable to it with
respect to the disposition of all securities covered by such Registration
Statement as so amended or in such prospectus as so supplemented.

     (c) Notify the Holders of Registrable Securities, their counsel and the
managing underwriter or underwriters, if any, promptly (but in any event within
two (2) Business Days), and confirm such notice in writing, (i) when a
Prospectus or any prospectus supplement or post-effective amendment has been
filed, and, with respect to a Registration Statement or any post-effective
amendment, when the same has become effective (including in such notice a
written statement that any Holder may, upon request, obtain, without charge, one
conformed copy of such Registration Statement or post-effective amendment
including financial statements and schedules and exhibits), (ii) of the issuance
by the SEC of any stop order suspending the effectiveness of such Registration
Statement or any preliminary prospectus or the initiation or threatening of any
proceedings for that purpose, (iii) of the receipt by the Company of any
notification with respect to (A) the suspension of the qualification or
exemption from qualification of the Registration Statement or any of the
Registrable Securities covered thereby for offer or sale in any jurisdiction, or
(B) the initiation of any





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proceeding for such purpose, (iv) of the happening of any event, the existence
of any condition or information becoming known to the Company that requires the
making of any changes in such Registration Statement, Prospectus or documents so
that, in the case of such Registration Statement, it will conform in all
material respects with the requirements of the Securities Act and it will not
contain any untrue statement of a material fact or omit to state any material
fact required to be stated therein or necessary to make the statements therein,
not misleading, and that in the case of the Prospectus, it will conform in all
material respects with the requirements of the Securities Act and it will not
contain any untrue statement of a material fact or omit to state any material
fact required to be stated therein or necessary to make the statements therein,
not misleading, and (v) of the Company's reasonable determination that a
post-effective amendment to such Registration Statement would be appropriate.

     (d) Use commercially reasonable efforts to prevent the issuance of any
order suspending the effectiveness of the Registration Statement or of any order
preventing or suspending the use of a Prospectus or suspending the qualification
(or exemption from qualification) of any of the Registrable Securities covered
thereby for sale in any jurisdiction, and, if any such order is issued, to
obtain the withdrawal of any such order at the earliest practicable moment.

     (e) If requested by the managing underwriter or underwriters, if any, or
the Holders of a majority of the Registrable Securities being sold in connection
with an underwritten offering (only for registrations pursuant to Section 2.1
hereof), (i) promptly incorporate in a prospectus supplement or post-effective
amendment such information as the managing underwriter or underwriters, if any,
or such Holders reasonably request to be included therein to comply with
applicable law, (ii) make all effective amendment as soon as practicable after
the Company has received notification of the matters to be incorporated in such
prospectus supplement or post effective amendment, and (iii) supplement or make
amendments to such Registration Statements.

     (f) Furnish to each Holder of Registrable Securities who so requests and to
counsel for the Holders of Registrable Securities and each managing underwriter,
if any, without charge, upon request, one conformed copy of the Registration
Statement and each post effective amendment thereto, including financial
statements and schedules, and of all documents incorporated or deemed to be
incorporated therein by reference and all exhibits (including exhibits
incorporated by reference).

     (g) Deliver to each Holder of Registrable Securities, their counsel and
each underwriter, if any, without charge, as many copies of each Prospectus
(including each form of prospectus) and each amendment or supplement thereto as
such Persons may reasonably request; and, subject to the last paragraph of this
Section 3, the Company hereby consents to the use of such Prospectus and each
amendment or supplement thereto by each of the Holders of Registrable Securities
and the underwriter or underwriters or agents, if any in connection with the
offering and sale of the Registrable Securities covered by such Prospectus and
any amendment or supplement thereto.

     (h) Prior to any offering of Registrable Securities, to register or
qualify, and cooperate with the Holders of Registrable Securities, the
underwriter or underwriters, if any, and their




                                       11
<PAGE>   12

respective counsel in connection with the registration or qualification (or
exemption from such registration or qualification) of, such Registrable
Securities for offer and sale under the securities or Blue Sky laws of such
jurisdictions within the United States as the managing underwriter or
underwriters reasonably request in writing, or, in the event of a
non-underwritten offering, as the Holders of a majority of the Registrable
Securities being sold may request; provided, however, that where Registrable
Securities are offered other than through an underwritten offering, the Company
agrees to cause its counsel to perform Blue Sky investigations and file
registrations and qualifications required to be filed pursuant to this Section
3(h); keep such registration or qualification (or exemption therefrom) effective
during the effectiveness period and do any and all other acts or things
necessary or advisable to enable the disposition in such jurisdictions of the
securities covered thereby; provided, however, that the Company will not be
required to (A) qualify generally to do business in any jurisdiction where it
has not then so qualified, (B) take any action that would subject it to general
service of process in any such jurisdiction where it is not then so subject or
(C) become subject to taxation in any jurisdiction where it is not then so
subject.

     (i) Cooperate with the Holders of Registrable Securities and the managing
underwriter or underwriters, if any, to facilitate the timely preparation and
delivery of certificates representing Registrable Securities to be sold, which
certificates shall not bear any restrictive legends whatsoever and shall be in a
form eligible for deposit with The Depository Trust Company ("DTC"); and enable
such Registrable Securities to be in such denominations and registered in such
names as the managing underwriter or underwriters, if any, or Holders may
reasonably request at least two (2) Business Days prior to any sale of
Registrable Securities in a firm commitment underwritten public offering.

     (j) Pay all Registration Expenses in connection with the registrations
requested pursuant to Sections 2.1 and 2.2 hereof. Each Holder of Registrable
Securities shall pay all underwriting discounts and commissions and transfer
taxes, if any, relating to the sale or disposition of such Holder's Registrable
Securities pursuant to a Registration Statement requested pursuant to Section
2.1.

     (k) Upon the occurrence of any event contemplated by Section 3(c)(iv) or
3(c)(v) above, as promptly as practicable prepare a supplement or post-effective
amendment to the Registration Statement or a supplement to the related
Prospectus or any document incorporated or deemed to be incorporated therein by
reference, and, subject to Section 3(a) hereof, file such with the SEC so that,
as thereafter delivered to the purchasers of Registrable Securities being sold
thereunder, such Prospectus will not contain an untrue statement of a material
fact or omit to state a material fact required to be stated therein or necessary
to make the statements therein, in light of the circumstances under which they
were made, not misleading.

     (l) Prior to the effective date of a Registration Statement, (i) provide
the registrar for the Registrable Securities with certificates for such
securities in a form eligible for deposit with DTC and (ii) provide a CUSIP
number for such securities.





                                       12
<PAGE>   13

     (m) If the offering provided for herein is conducted by means of an
underwriting, enter into an underwriting agreement in form, scope and substance
as is customary in underwritten offerings and take all such other actions as are
reasonably requested by the managing underwriter or underwriters in order to
expedite or facilitate the registration or disposition of such Registrable
Securities in any underwritten offering to be made of the Registrable Securities
in accordance with this Agreement, and in such connection, (i) make such
representations and warranties to the underwriter or underwriters, with respect
to the business of the Company and its Subsidiaries, and the Registration
Statement, Prospectus and documents, if any, incorporated or deemed to be
incorporated by reference therein, in each case, in form, substance and scope as
are customarily made by issuers to underwriters in underwritten offerings, and
confirm the same if and when requested; (ii) use reasonable efforts to obtain an
opinion of counsel to the Company, addressed to the underwriter or underwriters
covering the matters customarily covered in opinions requested in underwritten
offerings and such other matters as may be reasonably requested by underwriters;
(iii) use reasonable efforts to obtain "cold comfort" letters from the
independent certified public accountants of the Company (and, if applicable, the
Subsidiaries of the Company) and, if necessary, any other independent certified
public accountants of any Subsidiary of the Company or of any business acquired
by the Company for which financial statements and financial data are, or are
required to be, included in the Registration Statement, addressed to each of the
underwriters, such letters to be in customary form and covering matters of the
type customarily covered in "cold comfort" letters in connection with
underwritten offerings and such other matters as reasonably requested by the
managing underwriter or underwriters and as permitted by the underwriting
agreement is entered into, the same shall contain customary indemnification
provisions and procedures with respect to all parties to be indemnified pursuant
to said Section. The above shall be done at each closing under such underwriting
agreement, or as and to the extent required thereunder.

     (n) Make available for inspection by a representative of the Holders of
Registrable Securities being sold, any underwriter participating in any such
disposition of Registrable Securities, if any, and any attorney or account
retained by such representative of the Holders or underwriter (collectively, the
"Inspectors"), at the offices where normally kept, during reasonable business
hours, at the Inspector's expense, all financial and other records, pertinent
corporate documents and properties of the Company and its Subsidiaries as
reasonably requested by the Inspector, and cause the officers, directors and
employees of the Company and its Subsidiaries to supply all information in each
case reasonably requested by any such Inspector in connection with such
Registration Statement; provided, however, that all such information shall be
kept confidential by such Inspector and shall not be used for any purpose other
than as contemplated hereby, except to the extent that (i) the disclosure of
such information is necessary or advisable to avoid or correct a misstatement or
omission in the Registration Statement or in any Prospectus; provided, however,




                                       13
<PAGE>   14

that prior notice is given to the Company, and the Company's legal counsel
and such Holder's legal counsel concur that disclosure is required, (ii) the
release of such information is ordered pursuant to a subpoena or other order
from court of competent jurisdiction, (iii) disclosure of such information is
necessary or advisable in connection with any action, claim, suit or proceeding,
directly or indirectly, involving or potentially involving such Inspector and
arising out of, based upon, relating to or involving this Agreement or any of
the transactions contemplated hereby or arising hereunder; provided, however,
that prior notice shall be provided as soon as practicable to the Company of the
potential disclosure of any information by such Inspector pursuant to clauses
(ii) or (iii) of this sentence to permit the Company to obtain a protective
order (or waive the provisions of this paragraph (n)) and that such Inspector
shall take all actions as are reasonably necessary to protect the
confidentiality of such information (if practicable) to the extent such action
is otherwise not inconsistent with, an impairment of or in derogation of the
rights and interests of the Holder or any Inspector, or (iv) such information
has been made generally available to the public.

     (o) Comply with all applicable rules and regulations of the SEC and make
generally available to its security holders earnings statements satisfying the
provisions of Section 10(a) of the Securities Act and Rule 158 thereunder (or
any similar rule promulgated under the Securities Act) no later than forty-five
(45) days after the end of any 12-month period (or ninety (90) days after the
end of any 12-month period if such period is a fiscal year) (i) commencing at
the end of any fiscal quarter in which Registrable Securities are sold to an
underwriter or to underwriters in a firm commitment or best efforts underwritten
offering and (ii) if not sold to an underwriter or to underwriters in such an
offering, commencing on the first day of the first fiscal quarter of the Company
after the effective date of the relevant Registration Statement, which
statements shall cover said 12-month periods.

     (p) Use commercially reasonable efforts to cause all Registrable Securities
relating to such Registration Statement to be listed on each securities
exchange, if any, on which similar securities issued by the Company are then
listed.

     (q) Cooperate with the Selling Holders of Registrable Securities to
facilitate the timely preparation and delivery of certificates representing
Registrable Securities to be sold and not bearing any restrictive legends and
registered in such names as the Selling Holders may reasonably request at least
two (2) Business Days prior to the closing of any sale of Registrable
Securities.

     (r) Furnish, at the request of any Holder requesting registration of
Registrable Securities pursuant to this Section 3, on the date that such
Registrable Securities are delivered to the underwriters for sale in connection
with a registration pursuant to this Section 3, if such securities are being
sold through underwriters, or, if such securities are not being sold through
underwriters, on the date that the Registration Statement with respect to such
securities becomes effective, (i) an opinion, dated such date, of the counsel
representing the Company for the purposes of such registration, in form and
substance as is customarily given to underwriters in an Underwritten Offering,
addressed to the underwriters, if any, and to the Holders requesting
registration of Registrable Securities and (ii) a letter dated such date, from
the independent certified public accountants of the Company, in form and
substance as is customarily given by independent certified public accountants to
underwriters in an underwritten public offering, addressed to the underwriters,
if any, and to the Holders requesting registration of Registrable Securities.

     (s) Cooperate and assist in any filings required to be made with the
National Association of Securities Dealers, Inc. ("NASD") and in the performance
of any due diligence investigation by




                                       14
<PAGE>   15

any underwriter (including any "qualified independent underwriter") that is
required to be retained in accordance with the rules and regulations of the
NASD.

     Each seller of Registrable Securities as to which any registration is being
effected agrees, as a condition to the registration obligations with respect to
such seller provided herein, to furnish to the Company such information
regarding such seller and the distribution of such Registrable Securities as the
Company may, from time to time, reasonably request in writing to comply with the
Securities Act and other applicable law. The Company may exclude from such
registration the Registrable Securities of any seller for so long as such seller
fails to furnish such information within a reasonable time after receiving such
request. If the identity of a seller of Registrable Securities is to be
disclosed in the Registration Statement, such seller shall be permitted to
include all information regarding such seller as it shall reasonably request.

     Each Holder of Registrable Securities agrees by acquisition of such
Registrable Securities that, upon receipt of any notice from the Company of the
happening of any event of the kind described in Section 3(c)(ii), 3(c)(iii),
3(c)(iv), or 3(c)(v) hereof, such Holder will forthwith discontinue disposition
of such Registrable Securities covered by the Registration Statement or
Prospectus until such Holder's receipt of the copies of the supplemented or
amended Prospectus contemplated by Section 3(k) hereof, or until it is advised
in writing by the Company that the use of the applicable prospectus may be
resumed, and has received copies of any amendments or supplements thereto, and,
if so directed by the Company, such Holder will, at the Company's expense,
deliver to the Company all copies, other than permanent file copies, then in
such Holder's actual possession of the Prospectus covering such Registrable
Securities current at the time of receipt of such notice; provided, however,
that nothing herein shall create any obligation on the part of any Holder to
undertake unreasonable efforts to retrieve or return any such Prospectus not
within the actual possession or control of such Holder. In the event the Company
shall give any such notice, the period of time for which a Registration
Statement is required thereunder to be effective shall be extended by the number
of days during such periods from and including the date of the giving of such
notice to and including the date when each seller of Registrable Securities
covered by such Registration Statement shall have (x) received the copies of the
supplemented or amended Prospectus contemplated by Section 3(k) hereof or (y)
been in advised in writing by the Company that the use of the applicable
prospectus may be resumed.

     Section 4. Indemnification and Contribution.

     (a) The Company agrees to indemnify and hold harmless each Holder, its
officers and directors, and each Person, if any, who controls such Holder within
the meaning of either Section 15 of the Securities Act or Section 20 of the
Exchange Act, or is under common control with, or is controlled by, such Holder,
from and against all losses, claims, damages and liabilities (including, without
limitation, and subject to clause (c) of this Section 4 below, the reasonable
legal fees and other reasonable out-of-pocket expenses actually incurred by any
Holder or any such controlling or affiliated Person in connection with any suit,
action or proceeding or any claim asserted), caused by, arising out of or based
upon any untrue statement or alleged untrue statement of a material fact






                                       15
<PAGE>   16

contained in any Registration Statement (or any amendment thereto) pursuant to
which the sale of Registrable Securities was registered under the Securities
Act, or caused by any omission or alleged omission to state in any such
Registration Statement a material fact required to be stated therein or
necessary to make the statements therein not misleading, or caused by any untrue
statement or alleged untrue statement of a material fact contained in any
preliminary prospectus or Prospectus (as amended or supplemented if the Company
shall have furnished any amendments or supplements thereto), or caused by any
omission or alleged omission to state in any such preliminary prospectus or
Prospectus a material fact required to be stated in any such preliminary
prospectus or Prospectus or necessary to make the statements in any such
preliminary prospectus or Prospectus in light of the circumstances under which
they were made not misleading, except insofar as such losses, claims, damages or
liabilities are caused by any such untrue statement or omission or alleged
untrue statement or omissions made in reliance upon and in conformity with
information relating to any Holder furnished to the Company in writing by such
Holder expressly for use in any such Registration Statement, Preliminary
Prospectus or Prospectus; provided, however, that the Company shall not be
required to indemnify any such Person if such untrue statement or omission or
alleged untrue statement or omission was contained or made in any preliminary
prospectus and corrected in the Prospectus, or any amendment or supplement
thereto and the Prospectus does not contain any other untrue statement or
omission or alleged untrue statement or omission of a material fact that was the
subject matter of the related proceeding and any such loss, liability, claim,
damage or expense suffered or incurred by such indemnified Person resulted from
any action, claim or suit by any Person who purchased Registrable Securities
which are the subject thereof from such indemnified Person and it is established
in the related proceeding that such indemnified Person failed to deliver or
provide a copy of the Prospectus (as amended or supplemented) to such Person
with or prior to the confirmation of the sale of such Registrable Securities
sold to such Person if required by applicable law, unless such failure to
deliver or provide a copy of the Prospectus (as amended or supplemented) was a
result of noncompliance by the Company with Section 3 hereof or as a result of
the failure of the Company to provide such Prospectus.

     (b) Each Holder agrees, severally and not jointly, to indemnify and hold
harmless the Company, its directors, its officers who sign any Registration
Statement, and each Person, if any, who controls the Company within the meaning
of either Section 15 of the Securities Act or Section 20 of the Exchange Act to
the same extent as the foregoing indemnity from the Company to such Holder, but
only with reference to information furnished by such Holder to the Company
expressly for use in any Registration Statement (or any amendment thereto) or
any Prospectus (or any amendment or supplement thereto). The liability of any
Holder under this paragraph shall in no event exceed the proceeds received by
such Holder from sales of Registrable Securities giving rise to such
obligations.

     (c) In case any suit, action, proceeding (including any governmental or
regulatory investigation), claim or demand shall be instituted involving any
Person in respect of which indemnity may be sought pursuant to either paragraph
(a) or (b) above, such Person (the "Indemnified Party") shall promptly notify
the Person against which such indemnity may be sought (the "Indemnifying Party")
in writing and the Indemnifying Party, upon request of the Indemnified Party,
shall retain counsel reasonably satisfactory to the Indemnified Party to
represent the Indemnified Party and any





                                       16
<PAGE>   17

others the Indemnifying Party may reasonably designate in such proceeding and
shall pay the reasonable fees and expenses actually incurred of such counsel
relating to such proceeding; provided, however, that the failure to so notify
the Indemnifying Party shall not relieve it of any obligation or liability which
it may have thereunder or otherwise unless the Indemnifying Party has been
materially prejudiced by such failure. In any such proceeding, any Indemnified
Party shall have the right to retain its own counsel, but the fees and expenses
of such counsel shall be at the expense of such Indemnified Party unless (i) the
Indemnifying Party and the Indemnified Party shall have mutually agreed to the
contrary, (ii) the Indemnifying Party shall have failed to retain within a
reasonable period of time counsel reasonably satisfactory to such Indemnified
Party or parties or (iii) the named parties to any such proceeding (including
any impleaded parties) include both such Indemnified Party or parties and the
Indemnifying Parties or any affiliate of the Indemnifying Parties or such
Indemnified Parties and counsel for the Indemnifying Parties or Indemnified
Parties shall have concluded such written opinion that representation of both
parties by the same counsel would be inappropriate due to actual or potential
differing interests between the Indemnifying Party or parties and the
Indemnified Party or parties. It is understood that the Indemnifying Parties
shall not, in connection with any one such proceeding or separate but
substantially similar or related proceedings in the same jurisdiction, arising
out of the same general allegations or circumstances, be liable for the fees and
expenses of more than one separate firm or attorneys (together with appropriate
local counsel) at any time for such Indemnified Party or parties and that all
such fees and expenses shall be reimbursed within reasonable time of the request
after the incurrence thereof. Any such separate firm for the Holders and such
control Persons of the Holders shall be designated in writing by Holders who
sold a majority in interest of Registrable Securities sold by all such Holders
and shall be reasonably acceptable to the Company and any such separate firm for
the Company, its directors, its officers and such control Persons of the Company
shall be designated in writing by the Company. The Indemnifying Party shall not
be liable for any settlement of any proceeding effected without its prior
written consent (which consent shall not be unreasonably withheld or delayed)
but if settled with such consent or if there be a final judgment for the
plaintiff, the Indemnifying Party agrees to indemnify and hold harmless the
Indemnified Party from and against any loss or liability by reason of such
settlement or judgment. No Indemnifying Party shall, without the prior written
consent of the Indemnified Party (which consent shall not be unreasonably
withheld), effect any settlement or compliance of any pending or threatened
proceeding in respect of which any Indemnified Party is or could have been a
party, or indemnity could have been sought thereunder by such Indemnified Party,
unless such settlement or compliance involves only the payment of money damages
that are actually paid by the Indemnifying Party or includes an unconditional
written release of such Indemnified Party in form and substance reasonably
satisfactory to such Indemnified Party of such Indemnified Party from all
liability or claims that are the subject matter of such proceeding.

     (d) To the extent the indemnification provided for a paragraph (a) or (b)
of this Section 4 is unavailable to, or insufficient to hold harmless, an
Indemnified Party in respect of any losses, claims, damages or liabilities, then
each Indemnifying Party under such paragraph, in lieu of indemnifying such
Indemnified Party thereunder and in order to provide for just and equitable
contribution, shall contribute to the amount paid or payable by such Indemnified
Party as a result of such losses, claims, damages or liabilities in such losses,
claims, damages or liabilities in such





                                       17
<PAGE>   18

proportion as is appropriate to reflect (i) the relative benefits received by
the Company on the one hand and the Holders on the other hand from the offering
of such Registrable Securities or (ii) if the allocation provided by clause (i)
above is not permitted by applicable law, not only such relative benefits but
also the relative fault of the Company on the one hand and the Holders on the
other hand in connection with the statements or omissions or alleged statements
or omissions that resulted in such losses, claims, damages or liabilities (or
actions in respect thereof), as well as any other relevant equitable
considerations. The relative benefits received by the Company on the one hand
and the Holders on the other shall be deemed to be in the same proportion as the
total proceeds from the offering (net of discounts and commissions but before
the deducting expenses) received by the Company bears to the total proceeds
received by such Holder from the sale of Registrable Securities, as the case may
be. The relative fault of the Company on the one hand and the Holders on the
other hand shall be determined by reference to, among other things, whether the
untrue or alleged untrue statement of a material fact or the omission or alleged
omission to state a material fact relates to information supplied by the Company
or by the Holders and the parties' relative intent, knowledge, access to
information and opportunity to correct or prevent such statement or omission,
and any other equitable considerations appropriate in the circumstances.

     (e) The Company and each Holder agree that it would not be just or
equitable if contribution pursuant to this Section 4 were determined by pro rata
allocation or by any other method of allocation that does not take account of
the equitable considerations referred to in Section 4(d) above. The amount paid
or payable by an Indemnified Party is a result of the losses, claims, damages
and liabilities referred to in Section 4(d) above shall be deemed to include,
subject to the limitations set forth above, any reasonable legal or other
expense actually incurred by such Indemnified Party in connection with
investigating or defending any such action or claim. Notwithstanding the
provisions of this Section 4, in no event shall a Holder be required to
contribute any amount in excess of the amount by which proceeds received by such
Holder from sales of Registrable Securities exceeds the amount of any damages
that such Holder has otherwise been required to pay or has paid by reason of
such untrue or alleged untrue statement or omission or alleged omission. No
Person guilty of fraudulent misrepresentation (within the meaning of Section
11(f) of the Securities Act) shall be entitled to contribution from any Person
who was not guilty of such fraudulent misrepresentation. The remedies provided
for in this Section 4 are not exclusive and shall not limit any rights or
remedies which may otherwise be available to any Indemnified Party at law or in
equity.

     (f) Any losses, claims, damages, liabilities or expenses for which an
Indemnified Party is entitled to indemnification or contribution under this
Section 4 shall be paid by the Indemnifying Party to the Indemnified Party as
such losses, claims, damages, liabilities or expenses are incurred. The
indemnity and contribution agreements contained in this Section 4 and the
representations and warranties of the Company set forth in this Agreement shall
remain operative and in full force and effect, regardless of (i) any
investigation made by or on behalf of any Holder or any Person who controls a
Holder, the Company, their respective directors or officers or any Person
controlling the Company and (ii) any termination of this Agreement.


                                       18
<PAGE>   19
     Section 5. Miscellaneous.

     (a) No Inconsistent Agreements. The Company represents and warrants to the
Holders that it has not entered into nor will the Company on or after the date
of this Agreement enter into, or cause or permit any of its Subsidiaries to
enter into, any agreement which conflicts with or limits or prohibits the
exercise of the rights granted to the Holders of Registrable Securities in this
Agreement. The rights granted to the Holders hereunder do not in any way
conflict with or limit or prohibit the exercise of any rights granted to the
holders of the Company's other issued and outstanding securities, if any, under
such agreements.

     (b) Assumption of Rights.

         (i) The rights of each Holder under this Agreement shall be assignable;
provided, however, that the Company is given written notice at the time of such
assignment stating the name and address of the assignee and identifying the
securities with respect to which the rights and benefits hereunder are being
assigned and such assignee expressly agrees in writing with the Company and
other Holders of Registrable Securities to be bound by and to comply with all
applicable provisions of this Agreement, whereupon such person or entity shall
have the benefits of, and shall be subject to the restrictions contained in,
this Agreement with respect to such securities. Any assignment pursuant to this
Section 5 shall not relieve, release or otherwise discharge the Holder effecting
such assignment from its obligations under this Agreement.

         (ii) The Company may not assign this Agreement in whole or in part to
any other person without the prior written consent of a majority of the Holders
of then outstanding Warrants and Registrable Securities.

     (c) Amendments and Waivers. The provisions of this Agreement may not be
amended, modified or supplemented, and waivers or consents to departures from
the provisions hereof may not be given without the consent of the Company and
the prior written consent of Holders of not less than a majority in number of
the then outstanding Warrants and Registrable Securities not resold to the
public for the purpose of adding any provision to or changing in any manner or
eliminating any of the provisions of the Agreement or modifying in any manner
the rights of the Holders of the outstanding Warrants; provided, however, that
Section 4 hereof and this Section 5(c) may not be amended, modified or
supplemented without the prior written consent of each Holder (including any
Person who was a Holder of Registrable Securities disposed of pursuant to any
Registration Statement) affected by such amendment, modification of supplement.
Notwithstanding the foregoing, a waiver or consent to departure from the
provisions hereof that relates exclusively to the rights of Holders of
Registrable Securities whose securities are being sold pursuant to a
Registration Statement and that does not directly or indirectly affect, impair,
limit or compromise the rights of other Holders of Registrable Securities may be
given the Company by the Holders of not less than a majority of the Registrable
Securities proposed to be sold by such Holders pursuant to such Registration
Statement.

     (d) Notices to Holders and Company. All notices and other communications
provided herein (including, without limitation, any waivers or consents under
this Agreement) shall be given or made by telecopy, telegraph, cable or
otherwise in writing (each communication given by any such




                                       19
<PAGE>   20

means to be deemed "in writing" for purposes of this Agreement) and telecopies,
telegraphed, cabled, mailed or delivered to the intended recipient at the
address for such party following hereafter or, as to any party, at such other
addresses as shall be designated by such party in a notice to the others. Except
as otherwise provided in this Agreement, all such communications shall be deemed
to have been duly given (i) when delivered to the telegraph or cable office or
personally delivered or, (ii) in the case of transmission by telecopy, when
telecopied (with confirmation) and mailed (with same day post-mark) certified
mail, return receipt requested or (iii) in the case of a mailed notice, three
days after deposit with the United States Post Office, by registered or
certified mail, return receipt requested, in each case given or addressed as
follows:





                                       20
<PAGE>   21

                  (i)      If to Nortel Networks:

                           Nortel Networks Inc.
                           GMS 911 15 A40
                           2221 Lakeside Boulevard
                           Richardson, Texas 75082-4399
                           Attn:  Robert Beiter, Director, Customer Finance
                           Telecopy No.:  (972) 684-3679

                  (ii)     If to the Company:

                           Alamosa PCS Holdings, Inc.
                           4727 South Loop 289
                           Lubbock, Texas  79424
                           Attn:  David E. Sharbutt, President
                           Telecopy No.:  (806) 791-7711

                  (iii)    If to the Holders other than Nortel Networks, to the
                           respective addresses of the Holders provided to the
                           Company from time to time.

     (e) Successors and Assigns. This Agreement shall inure to the benefit of
and be binding upon the successors, assigns and transferees of each of the
parties, including, without limitation and without the need for an express
agreement, subsequent Holders. If any transferee of any Holder shall acquire
Warrants and/or Registrable Securities, whether by operation of law or
otherwise, such Warrants and/or Registrable Securities shall be held subject to
all of the terms of this Agreement, and by taking and holding such Warrants
and/or Registrable Securities such Person shall be conclusively deemed to have
agreed to be bound by and to perform all of the terms and provisions of this
Agreement and such Person shall be entitled to receive the benefits hereof.

     (f) Counterparts. This Agreement may be executed in any number of
counterparts and by the parties hereto in separate counterparts, each of which
when so executed shall be deemed to be an original and all of which taken
together shall constitute one and the same agreement.

     (g) Headings. The heading in this Agreement are for convenience of
reference only and shall not limit or otherwise affect the meaning hereof.

     (h) Governing Law. THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN
ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK, AS APPLIED TO CONTRACTS MADE
AND PERFORMED WHOLLY WITHIN THE STATE OF NEW YORK, WITHOUT REGARD TO PRINCIPLES
OF CONFLICTS OF LAW.

     (i) Severability. If any term, provision, covenant or restriction of this
Agreement is held by a court of competent jurisdiction to be invalid, illegal,
void or unenforceable, the remainder of the




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terms, provisions, covenants and restrictions set forth herein shall remain in
full force and effect and shall in no way be affected, impaired or invalidated,
and the parties hereto shall use commercially reasonable efforts to find and
employ an alternative means to achieve the same or substantially the same result
as that contemplated by such term, provision, covenant or restriction. It is
hereby stipulated and declared to be the intention of the parties that they
would have executed the remaining terms, provisions, covenants and restrictions
without including any of such that may be hereafter declared invalid, illegal,
void or unenforceable.

     (j) Entire Agreement. This Agreement, together with the Warrant Agreement
and Credit Agreement, is intended by the parties as a final expression of their
agreement, and is intended to be a complete and exclusive statement of the
agreement and understanding of the parties hereto in respect of the subject
matter contained herein and therein. This Agreement, together with the Warrant
Agreement and Credit Agreement, supersedes all prior agreements and
understandings between the parties with respect to such subject matter.

     (k) Attorneys' Fees. As between the parties to this Agreement, in any
action or proceeding brought to enforce any provision of this Agreement, or
where any provision hereof is validly asserted as a defense, the successful
party shall be entitled to recover reasonable attorneys' fees in addition to its
costs and expenses and any other available remedy.

     (l) Securities Held by the Company or its Affiliates. Whenever the consent
or approval of Holders of a specified percentage of Registrable Securities or
Warrants is required thereunder, Registrable Securities or Warrants held by the
Company or any of its affiliates (as such term is defined in Rule 405 under the
Securities Act) shall not be counted (in either the numerator or the
denominator) in determining whether such consent or approval was given by the
Holders of such required percentage.

     (m) Remedies. In the event of a breach by the Company of any of its
obligations under this Agreement, each Holder, in addition to being entitled to
exercise all rights provided herein, or granted by law, including recovery of
damages, will be entitled to specific performance of its rights under this
Agreement. The Company agrees that monetary damages would not be adequate
compensation for any loss incurred by reason of a breach by it of any of the
provisions of this Agreement.

     The Holders are the third-party beneficiaries of this Agreement. Nothing in
this Agreement shall be construed to give to any Person other than the Company
and the Holders any legal or equitable right, remedy or claim under this
Agreement; but this Agreement shall be for the sole and exclusive benefit of the
Company and the Holders from time to time.

     (n) Expenses. If any action at law or in equity is necessary to enforce or
interpret the terms of this Agreement, the prevailing party shall be entitled to
reasonable attorneys' fees, costs and necessary disbursements in addition to any
other relief to which such party may be entitled.

     IN WITNESS WHEREOF, the parties have executed this Agreement as of the date
first written above.

                                              ALAMOSA PCS HOLDINGS, INC.


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

                                              NORTEL NETWORKS INC.


                                              By:
                                                 ------------------------------
                                                 Paul D. Day
                                                 Vice President Customer Finance


                            [Signature pages follow]

                                       22
<PAGE>   23



     IN WITNESS WHEREOF, the parties have executed this Agreement as of the date
first written above.

                                              ALAMOSA PCS HOLDINGS, INC.


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

                                              NORTEL NETWORKS INC.


                                              By:
                                                 ------------------------------
                                                 Paul D. Day
                                                 Vice President Customer Finance





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