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

             AMENDING THESE AGREEMENTS FURTHER AND RESTATING CERTAIN
                        PARAGRAPHS IN ADDENDA I THROUGH V

                         DATED AS OF SEPTEMBER 12, 2003


MANAGER: WASHINGTON OREGON WIRELESS, LLC

SERVICE AREA BTAS:

Bend, OR # 38
Coos Bay-North Bend, OR # 97
Kennewick-Pasco-Richland, WA #228
Medford-Grants Pass, OR #288
Klamath Falls, OR # 231
Roseburg, OR # 385
Walla Walla, WA-Pendleton, OR # 460
Wenatchee, WA # 468
Yakima, WA # 482
Columbia River Gorge, OR # 358

         This Addendum VI (this "ADDENDUM") contains amendments to the terms of
the Sprint PCS Management Agreement and the Sprint PCS Services Agreement, both
of which were entered into on January 25, 1999 by the same parties to this
Addendum. The Management Agreement and Services Agreement were amended by:

         (1)  Addendum I dated as of January 25, 1999,
         (2)  Addendum II dated as of April 12, 2000,
         (3)  Addendum III dated as of February 14, 2001,
         (4)  Addendum IV dated as of March 30, 2001, and
         (5)  Addendum V dated as of July 19, 2002.

         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).

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         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 License 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 and 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, as amended, and
additional terms defined in prior addenda. Section and Exhibit references are to
sections and Exhibits of the Management Agreement unless otherwise noted.

                  The parties are executing this Addendum as of the date noted
above, but the terms of this Addendum do not become effective until the first
calendar day of the first calendar month after all of the following conditions
are satisfied or waived by Sprint PCS in writing:

         (1) The Settlement Agreement and Mutual Release 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 is executed and delivered, and the payment required under
that agreement is paid and received.

         (2) The following addenda, each dated September 12, 2003, are executed
and delivered to Sprint PCS and the appropriate Alamosa Managers:

    o    Alamosa Missouri, LLC Addendum X,

    o    Alamosa Wisconsin Limited Partnership Addendum IX,

    o    Southwest PCS, L.P. Addendum V,

    o    Texas Telecommunications, LP Addendum X, and

    o    Washington Oregon Wireless LLC Addendum VI.


         (3) Alamosa Holdings, Inc. and Alamosa (Delaware), Inc. consummate the
Exchange Offer, the Proposed Amendments and the amendment of the terms of the
Senior Secured Credit Facility, all as described in the Offer to Exchange of
Alamosa Holdings, Inc. and Alamosa (Delaware), Inc.

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A. NEW AMENDMENTS AND RESTATEMENT OF PREVIOUS AMENDMENTS TO SPRINT PCS
AGREEMENTS.

                              MANAGEMENT AGREEMENT

         1. VENDOR PURCHASE AGREEMENTS - 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 (I) IT CURRENTLY HAS AN INDEPENDENT
         LICENSING ARRANGEMENT FOR SOFTWARE IN EFFECT ON THE DATE OF THIS
         ADDENDUM THAT CONTINUES SO LONG AS MANAGER IS AN AFFILIATE OF SPRINT
         PCS, (II) SUCH INDEPENDENT LICENSING ARRANGEMENT DOES NOT NECESSARILY
         EXTEND TO FUTURE IMPROVEMENTS UPON OR EXPANSIONS OF SUCH SOFTWARE, OR
         INCLUDE ANY NEW SOFTWARE DEVELOPED BY OR FOR SPRINT PCS IN CONNECTION
         WITH PROGRAM REQUIREMENTS AND (III) SPRINT PCS ADMINISTERS THE TESTING
         AND IMPLEMENTATION OF THE SOFTWARE INTO THE SERVICE AREA NETWORK.

              (B) SPRINT PCS WILL USE COMMERCIALLY REASONABLE EFFORTS TO OBTAIN
         A LICENSE PROVIDING FOR THE RIGHT OF MANAGER TO USE THE SOFTWARE
         (CURRENTLY EXISTING OR DEVELOPED IN THE FUTURE) OR TO USE THE
         IMPROVEMENTS UPON OR EXPANSIONS OF THE EXISTING OR NEWLY DEVELOPED
         SOFTWARE FROM VENDORS IN CONNECTION WITH A TELECOMMUNICATIONS EQUIPMENT
         PURCHASE AGREEMENT THAT IS NOT COVERED BY MANAGER'S EXISTING LICENSES
         (COLLECTIVELY FOR PURPOSES OF THIS SECTION 1.3.4, THE "VENDOR
         SOFTWARE").

              (C) MANAGER WILL ARRANGE INDEPENDENTLY WITH THE VENDOR TO OBTAIN A
         LICENSE IF SPRINT PCS CANNOT REASONABLY OBTAIN A LICENSE FOR MANAGER.
         ANY LICENSE OBTAINED BY MANAGER

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         FROM A VENDOR MUST REQUIRE THE VENDOR SOFTWARE TO BE TESTED IN SPRINT
         PCS TEST BEDS BY SPRINT PCS AND REQUIRE SPRINT PCS TO PUSH THE SOFTWARE
         TO THE SERVICE AREA NETWORK, NOT THE VENDOR OR MANAGER, UNLESS
         OTHERWISE CONSENTED TO IN ADVANCE BY SPRINT PCS IN WRITING.

              (D) SPRINT PCS WILL PAY ALL SOFTWARE FEES TO THE VENDOR IF SPRINT
         PCS OBTAINS A LICENSE FROM THE VENDOR THAT PROVIDES MANAGER THE RIGHT
         TO USE THE VENDOR SOFTWARE AND SPRINT PCS REASONABLY EXPECTS MANAGER TO
         PAY ITS ALLOCABLE SOFTWARE FEE.

              (E) SPRINT PCS WILL NOTIFY MANAGER IN WRITING AT LEAST 60 DAYS
         BEFORE (I) THE DATE OF AN AUTOMATIC RENEWAL OF OR UNILATERAL ACT OF
         SPRINT PCS TO RENEW OR EXTEND AN AGREEMENT THAT PROVIDES SPRINT PCS THE
         RIGHT TO USE THE VENDOR SOFTWARE OR (II) SPRINT PCS INTENDS TO START
         NEGOTIATIONS WITH A VENDOR REGARDING PRICING OR OTHER MATERIAL TERMS
         RELATING TO MANAGER'S RIGHT TO USE THE VENDOR SOFTWARE (WHETHER FOR NEW
         SOFTWARE OR RENEWAL OF AN EXISTING LICENSE). MANAGER MUST NOTIFY SPRINT
         PCS IN WRITING WITHIN 30 DAYS AFTER RECEIVING THE NOTICE DESCRIBED IN
         THE PRECEDING SENTENCE IF MANAGER WANTS SPRINT PCS TO ATTEMPT TO OBTAIN
         A 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 PRICING FROM THE
         VENDOR FOR THE VENDOR SOFTWARE THAT INCLUDES MANAGER AS A USER AS LONG
         AS OBTAINING THE PRICING DOES NOT OBLIGATE MANAGER TO BE A USER.

              SPRINT PCS WILL ADVISE MANAGER FROM TIME TO TIME 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 GIVE MANAGER NOTICE OF
         THE FINAL PRICING FOR THE RIGHT TO USE THE VENDOR SOFTWARE A REASONABLE
         TIME BEFORE THE EXPECTED EXECUTION OR RENEWAL OF THE AGREEMENT. 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

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         WILL BE 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.

              (F) MANAGER WILL PAY SPRINT PCS A FEE FOR SPRINT PCS'
         ADMINISTRATION AND IMPLEMENTATION OF THE VENDOR SOFTWARE AND MANAGER'S
         RIGHT TO USE THE VENDOR SOFTWARE ("ALLOCABLE SOFTWARE FEE") WITHIN 30
         DAYS AFTER RECEIPT OF AN INVOICE IF MANAGER HAS NOT TAKEN THE ACTION
         DESCRIBED IN THE PREVIOUS PARAGRAPHS AND SPRINT PCS OBTAINS A LICENSE
         PROVIDING FOR THE RIGHT OF MANAGER TO USE THE VENDOR SOFTWARE. SPRINT
         PCS WILL BILL THE MANAGER ONLY AFTER SPRINT PCS PAYS THE UNDERLYING
         SOFTWARE FEE TO THE VENDOR. SPRINT PCS WILL CALCULATE THE ALLOCABLE
         SOFTWARE FEE AS FOLLOWS:

              FOR EACH SOFTWARE VENDOR, MULTIPLY (I) THE SOFTWARE FEES
              ATTRIBUTABLE TO THE VENDOR SOFTWARE AND 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 SPRINT PCS 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 ISSUED BY
              SPRINT PCS BEFORE THE DATE THAT SPRINT PCS PREPARES AN ALLOCABLE
              SOFTWARE FEE INVOICE, DIVIDED BY (B) THE NUMBER OF CUSTOMERS AND
              SPRINT PCS RESELLER CUSTOMERS THAT ARE ASSIGNED TO A SYSTEM USING
              THE VENDOR SOFTWARE, AS REPORTED IN THE MOST RECENT MONTHLY REPORT
              ISSUED BY SPRINT PCS BEFORE THE DATE THAT SPRINT PCS PREPARES AN
              ALLOCABLE SOFTWARE FEE INVOICE.

              (G) SPRINT PCS WILL INCLUDE WITH THE INVOICE FOR THE ALLOCABLE
         SOFTWARE FEE A LIST OF THE COMPONENT CHARGES, IF DETERMINABLE. THE
         SOFTWARE FEES PAID BY SPRINT PCS TO THE VENDOR WILL REFLECT 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 ASSERT THE FEE COVERS ALL
         SOFTWARE NECESSARY TO OPERATE THE EQUIPMENT.

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              (H) MANAGER WILL NOT BE CHARGED THE ALLOCABLE SOFTWARE FEE FOR
         THAT VENDOR SOFTWARE IF MANAGER (I) NOTIFIES SPRINT PCS IN WRITING
         WITHIN THE PERIOD ALLOWED THAT MANAGER DECLINES TO HAVE SPRINT PCS
         OBTAIN A RIGHT FOR MANAGER TO USE THE VENDOR SOFTWARE OR GIVES FINAL
         NOTICE TO SPRINT PCS 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(I).

              (I) 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(E). MANAGER WILL NOTIFY SPRINT PCS
         IN WRITING AND DELIVER TO SPRINT PCS WITHIN 10 DAYS AFTER MANAGER'S
         EXECUTION OF MANAGER'S SEPARATE LICENSE, A SIGNED DOCUMENT FROM THE
         VENDOR CONFIRMING THAT (A) THE VENDOR HAS PROVIDED MANAGER A SEPARATE
         LICENSE FOR THE VENDOR 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, (B) THE FEES PAID BY MANAGER TO
         THE VENDOR REFLECT COMMERCIAL RATES NEGOTIATED AT ARMS' LENGTH, (C) THE
         VENDOR SOFTWARE COVERED BY MANAGER'S LICENSE PROVIDES THE SAME USAGE
         AND FUNCTIONALITY FOR ALL OF THE SAME NETWORK ELEMENTS AS SPRINT PCS'
         LICENSE, AND (D) 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 OTHERWISE CONSENTED TO IN
         ADVANCE IN WRITING BY SPRINT PCS.

         2. INTERCONNECTION [NEW]. SECTION 1.4 IS AMENDED 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 PERMITTED BY APPLICABLE LAWS,
    TARIFFS AND AGREEMENTS, SPRINT PCS WILL ARRANGE FOR THE INTERCONNECTION
    UNDER ITS AGREEMENTS WITH THE CARRIER AND IF IT DOES SO, SPRINT PCS WILL
    BILL THE INTERCONNECTION FEES TO MANAGER AT ACTUAL COST.

         3. FORECASTING [NEW]. Section 1.6 is amended to read as follows:

              1.6 FORECASTING. Manager and Sprint PCS will work cooperatively to
         generate mutually acceptable forecasts of important


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         business metrics agreed upon by Manager and Sprint PCS. The forecasts
         are for planning purposes only and do not constitute either party's
         obligation to meet the quantities forecast.

         4. REVISED FINANCING PLAN [NEW]. Exhibit 1.7 attached to this Addendum
supersedes and replaces Exhibit 1.7 attached to Addendum IV to the Management
Agreement.

         5. INFORMATION [NEW]. A new section 1.9 is added to the Management
Agreement.

              1.9 ACCESS TO INFORMATION.

                   1.9.1 MANAGER EQUIPMENT. Manager and Sprint PCS will have
         unfettered access to, and may monitor, record, or otherwise receive,
         information processed through equipment, including switches, in the
         Service Area Network, if the access, monitoring, recording or receipt
         of the information is accomplished in a manner that:

                   (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;

                   (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 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 (i) through (vii) if
         either

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         Manager or Sprint PCS reasonably determines that either Manager or
         Sprint PCS 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 (i) through (vii). 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 business purpose, during and after termination of this
         agreement, the Services Agreement and the Trademark License Agreements
         provided the use would be in accordance with those agreements if those
         agreements were still in effect.

              1.9.2 SPRINT PCS INFORMATION. Manager will be entitled to receive
         information Sprint PCS accesses, monitors, records or receives
         concerning the Service Area Network or the Sprint PCS customers with
         NPA-NXXs assigned to Manager's Service Area, subject to Manager's
         compliance with CPNI requirements and any other legal requirements
         applicable to the confidentiality and safeguarding of such information.

              Sprint PCS will use commercially reasonable efforts to provide the
         information in the format requested by Manager at no additional charge
         to Manager within 5 Business Days after receipt of a written request
         from Manager if the information requested by Manager is accessed,
         monitored, recorded, received, or reported by Sprint PCS specific to
         Manager for Sprint PCS' own use in the same manner and format as that
         requested by Manager.

              Sprint PCS will use commercially reasonable efforts to provide the
         information in the format requested by Manager within 15 Business Days
         after receipt of a written request from Manager if the information
         requested by Manager is accessed, monitored, recorded, received, or
         reported by Sprint PCS for its own use, but not in the same manner or
         format requested by Manager and 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 as raw data (subject to the conditions in this section
         1.9.2 and section 1.9.3) within 15 Business Days after receipt of a
         written request from Manager if the information requested by Manager is
         accessed, monitored, recorded, received, or reported by Sprint PCS for
         its own use, but not in the same manner or format requested by Manager,
         and if Sprint PCS cannot provide the information as described in the
         preceding sentence.

              Sprint PCS has no obligation to access, monitor, record, receive,
         or report the information requested by Manager if the information

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         is not accessed, monitored, recorded, received, or reported by Sprint
         PCS for its own use.

              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 and after termination of this agreement, the
         Services Agreement and the Trademark License Agreements provided 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 requested by Manager that: (i) Manager can
         obtain itself in accordance with section 1.9.1 (unless Sprint PCS
         already has such information in its possession and has not previously
         delivered it to Manager); (ii) is no longer maintained by Sprint PCS;
         or (iii) Manager has already received from Sprint PCS or its Related
         Parties. Sprint PCS will provide Manager a copy of the then-current
         Sprint PCS document retention policy from time to time.

              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 is required to comply, directly or
         indirectly, pursuant to the Management Agreement, the Services
         Agreement or any Program Requirement or (ii) from which Manager is
         entitled to any benefit; in each case in sufficient detail to enable
         Manager to determine the obligations or benefits with which Manager is
         required to comply or benefit. Sprint PCS will provide a copy of such
         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 designated by Sprint PCS.

         6. 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 Similarly
         Situated Manager's Management Agreement or Services Agreement are
         amended to be more favorable to such Similarly Situated Manager than
         the terms of Manager's Management Agreement or Services Agreement are
         to Manager, subject to the following:

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              (a) All Alamosa Managers must elect to accept all, but not less
         than all, of the terms of the Similarly Situated Manager's Management
         Agreement and Services Agreement (including accepting existing terms
         that relate to the changes or terms that were previously changed and
         not previously accepted by Manager but which remain a part of the
         latest version of the Similarly Situated Manager's agreement)
         (collectively, "OVERALL CHANGES"); and

              (b) No changes will be made that are made for a Similarly Situated
         Manager if such changes are either (i) made solely because the
         Similarly Situated Manager owns the spectrum on which its network
         operates, unless the Similarly Situated Manager acquired such spectrum
         from Sprint PCS or its Related Parties after September 1, 2003, (ii)
         compelled by a law, rule or regulation that applies to the Similarly
         Situated Manager, but not to Manager, or (iii) build-out plan changes.

         Sprint PCS will prepare and deliver to Manager either a redacted
    addendum containing the cumulative changes made to the Similarly Situated
    Manager's agreements in all of its addenda or redacted copies of the
    Similarly Situated Manager's amended and restated Management Agreement,
    Services Agreement and Trademark License Agreements within 10 business days
    after the effective date of the amendment or other instrument containing
    such changes. Manager then has 30 days to notify Sprint PCS that Manager
    wants the Overall Changes.

         No changes will be made in the agreements between Manager and Sprint
    PCS if Manager does not notify Sprint PCS in the time specified and Manager
    will be deemed to have waived its rights under this section 1.10 with
    respect to the changes contained in the addendum or the agreements
    presented.

         Sprint PCS will prepare, execute and deliver to all Alamosa Managers
    addenda reflecting the Overall Changes in the redacted addendum or
    agreements if Manager notifies Sprint PCS within the time specified. The new
    addenda 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 Similarly Situated Manager that gave rise to the
    new addendum.

         No changes will be made in the agreements between the Alamosa Managers
    and Sprint PCS if any Alamosa Manager does not execute and return the signed
    addendum within 30 days after receipt of the signed addendum and Manager
    will be deemed to have waived its rights under this section 1.10 with
    respect to the changes contained in the addendum presented; except that 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 the issue to binding arbitration in accordance

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    with section 14.2, excluding the escalation process set forth in section
    14.2. If the arbiter rules in favor of Manager, then Sprint PCS will make
    changes to the signed addendum as 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
    Similarly Situated Manager is that gave rise to the proposed addendum only
    if the Similarly Situated Manager agrees to the disclosure.

         7. MODIFICATION OF BUILD-OUT PLAN [ADDM V, (Section)1]. The Exhibit 2.1
Build-Out Plan Table and Build-Out Plan Map is hereby superseded and replaced by
the Exhibit 2.1 Build-Out Plan Table and Build-Out Plan Map attached to
Addendum V.

         8. CONTINGENT COVERAGE AREAS [ADDM V,(SECTION)2]. Section 2.1 is
supplemented with the following language:

              (a) Description of Contingent Coverage Areas. Manager is not
         required to build-out the following partial BTA:

              (i)  Coverage in US Highway 2 at US Highway 97 interchange near
                   Leavenworth, Washington from the original build commitment
                   for Wenatchee, Washington BTA to the Seattle-Tacoma,
                   Washington BTA border (the "LEAVENWORTH CONTINGENT COVERAGE
                   AREA").

              (ii) Coverage along US Highway 395 within Kennewich-Pasco-Richland
                   BTA at I-90 interchange northeast to Spokane, Washington BTA
                   border (the "KPR CONTINGENT COVERAGE AREA").

              (b)  Build-out and Operational and Network Readiness.

              (i)  If Sprint PCS sends notice to Manager of a commitment to
                   build-out along US Highway 2 in the Seattle-Tacoma,
                   Washington BTA, to the Wenatchee, Washington BTA border,
                   Manager will have nine (9) [FOURTEEN (14)] months from the
                   date the Manager receives the notice to build-out and achieve
                   "Operational and Network Readiness," as defined below, for
                   the Leavenworth Contingent Coverage Area.

              (ii) If Sprint PCS sends notice to Manager of a commitment to
                   build-out along US Highway 395 in the Spokane, Washington
                   BTA, Manager will have nine (9) [FOURTEEN (14)] months from
                   the date the Manager receives the notice

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                   to build-out and achieve "Operational and Network Readiness,"
                   as defined below, for the KPR Contingent Coverage Area.

              "OPERATIONAL AND NETWORK READINESS" and "OPERATIONAL AND NETWORK
         READY" mean that the Manager has (i) met all Program Requirements
         (which includes, but is not limited to, completion of test plans,
         coverage definition, assessment of site readiness, network optimization
         and operational and systems readiness) and (ii) received Sprint PCS's
         approval to launch each of the cell sites within the particular
         Contingent Coverage Area.

         9. EXCLUSIVITY OF SERVICE AREA [ADDM III,(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".

         10. COVERAGE ENHANCEMENT [ADDM I,(SECTION)2]. Section 2.5 is
supplemented with the following language:

              Sprint PCS hereby confirms that Manager will be required to
         build-out New Coverage in the Service Area under this section 2.5 only
         to the extent that each cell will provide radio frequency coverage for
         a minimum of 10,000 covered pops per cell site and provide for coverage
         for all interstate and major highways.

              Manager will not be required under this section 2.5 to build
         coverage of lesser density than 10,000 covered pops per cell site until
         the adoption of less dense build-out requirements under and pursuant to
         the terms of section 2.5.

              The following cities (i) have been identified as meeting this
         build-out requirement of greater than 10,000 pops per cell site as of
         the signing of this Agreement, (ii) are the only cities in the Service
         Area not included in the initial Build Plan Exhibit 2.1 that meet this
         build-out requirement, and (iii) will be exempted from this section 2.5
         build-out requirement until January 1, 2003:

                  CITY          POPULATION           BTA
                  ----          ----------           ---
                  La Grande     TBD                  460

              This is also to confirm that the highway coverage to be built by
         Manager as provided for in Exhibit 2.1 of the Management Agreement
         meets the interstate and major highway coverage requirements as
         required under this section 2.5.

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         11. IXC RATES [NEW]. Section 3 of Addendum I and section 5 of Addendum
II are deleted. Additionally, section 3.4 of the Management Agreement is amended
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 to be used by Sprint PCS and Manager in determining 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 local calling areas will not be used by the parties 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 used by Sprint PCS
         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 long-distance
         telephony services used in the Sprint PCS Network from Sprint
         Communications Company L.P. or its Related Parties ("SCCLP") for Sprint
         PCS, Manager and Other Managers. Sprint PCS will purchase the
         long-distance telephony services at a price 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 offered by SCCLP 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 directly billed by SCCLP 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 Sprint PCS

                                      -13-
<PAGE>

         Reseller Customers in the Service Area, except for items directly
         billed by SCCLP under section 3.4.2(c). Sprint PCS and SCCLP will
         clarify pricing if the PCS Group is no longer a separately tracked
         group covered by a tracking stock of Sprint Corporation.

              (c) Call routing. Manager, or the Alamosa Managers 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 such
         capacity can be obtained on terms more favorable to Manager (or the
         Alamosa Managers as a single purchaser). SCCLP will sell that capacity
         to Manager at the best price offered by SCCLP 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 VI 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 VI, 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.

              (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.

              (f) Sprint Rural Alliance Program. The rights and obligations of
         Manager, if any, for the provision of long-distance telephony services
         for Sprint Rural Alliance program participants will be set forth in a
         separate agreement.

                                      -14-
<PAGE>

         12. VOLUNTARY RESALE OF PRODUCTS AND SERVICES [ADDM II, (SECTION)7].
The second sentence of the second paragrapH of section 3.5.2 is amended to read
as follows: "If Manager wants handsets of subscribers of resellers with NPA-NXXs
of Manager to be activated, Manager must agree to comply with the terms of the
program, including its pricing provisions."

         13. NON-COMPETITION [ADDM I,(SECTION)4]. Section 3.6 is replaced with
the following language:

              3.6 NON-COMPETITION. Neither Manager nor any of its Related
         Parties may offer Sprint PCS Products and Services outside of the
         Service Area without the prior written approval of Sprint PCS.

              Within the Service Area, Manager may offer, market or promote
         telecommunications products or services only under the following
         brands:

         (a)  Products or services with the Brands;

         (b)  Other products and services approved under section 3.2;

         (c)  Products or services with Manager's brand; or

         (d)  Products or services with the brands of Manager's Related Parties;

         except no brand of a significant competitor of Sprint PCS or its
         Related Parties in the telecommunications business may be used by
         Manager on these products and services. Within the Service Area, if a
         Related Party or Manager offers a product or service of a significant
         competitor of Sprint PCS or its Related Parties in the
         telecommunications business or of Manager, then Manager will not allow
         that Related Party of Manager to offer any Sprint PCS Products or
         Services.

              If Manager or any of its Related Parties has licenses to provide
         broadband personal communication services outside the Service Area,
         neither manager nor such Related Party may utilize the spectrum to
         offer Sprint PCS Products and Services without prior written consent
         from Sprint PCS. Additionally, when Manager's customers from inside the
         Service Area travel or roam to other geographic areas, manager will
         route the customers' calls, both Program Requirements, without regard
         to any wireless networks operated by Manager or its Related Parties.
         For example, Manager will program the preferred roaming list for
         handsets sold in the Service Area to match the Sprint PCS preferred
         roaming list.

         14. INTRA-LATA CALLS AND BACKHAUL SERVICES [NEW]. Section 3.7 is
amended to read as follows:

                                      -15-
<PAGE>

              3.7 INTRA-LATA CALLS AND BACKHAUL SERVICES. Manager, or the
         Alamosa Managers 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 offered by SCCLP 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 for
         intra-LATA calls and backhaul services for the Service Area Network
         that matches or is 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 VI is signed and the agreement was not made in
         anticipation of this agreement or Addendum VI, 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.

         15. 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").

         16. CHANGES TO PROGRAM REQUIREMENTS [NEW].

                                      -16-
<PAGE>

              (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 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

                                      -17-
<PAGE>

         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.

              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.

                                      -18-
<PAGE>

         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

                   (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


                                      -19-
<PAGE>

         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 this Addendum.

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

                                      -20-
<PAGE>

         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.


                   17. FEES [NEW]. (a) Section 5 of Addendum I is deleted.
         Article 10 of the Management Agreement is amended 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. Many of
the definitions for the fees in section 10.2 are found in section 10.3.

              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 or similar adjustments) during the
    calendar month for which the

                                      -21-
<PAGE>

    fees and payments are being calculated (the "BILLED MONTH") for Sprint PCS
    Products and Services related to all Sprint PCS customer accounts within a
    customer service area ("CSA") assigned to the Service Area, except Outbound
    Roaming Fees, amounts handled separately in this section 10 (including the
    amounts in sections 10.2.3 through 10.2.5, 10.4 and 10.8) and amounts
    collected from customers and paid to governmental or regulatory authorities
    (e.g., Customer Taxes, USF Charges) (these Sprint PCS customer accounts
    being "MANAGER ACCOUNTS"). For purposes of clarification, the parties have
    in place procedures to assign customers to CSAs. Billed Revenue does not
    include new activity billed to the Customer solely to recover costs incurred
    by Sprint PCS, Manager or both; Manager and Sprint PCS will share such
    revenue in proportion to the costs they incur.

              Sprint PCS will 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.

              10.2.2 OUTBOUND ROAMING FEES. 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.

              10.2.3 PHASE II E911 Surcharges. Sprint PCS will pay to Manager a
    fee equal to a portion of the E911 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 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. The rate billed to
    Customers related to Phase II E911 and the portion payable to Manager will
    be determined from time to time by Sprint PCS.

              10.2.4 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

                                      -22-
<PAGE>

    an amount equal to the amount of the Customer Equipment Credits less the
    Allocated Write-offs for Customer Equipment Credits.

              10.2.5 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.

              10.3 DEFINITIONS USED IN FEE CALCULATIONS

              10.3.1 WRITE-OFFS. Sprint PCS will determine the amounts written
    off (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 eight 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 Credits).

                   10.3.2.3 Outbound Roaming Fees. The amounts that Sprint PCS
    or its Related Parties bills to Manager Accounts for calls placed on a
    non-Sprint PCS Network are referred to as "OUTBOUND ROAMING FEES".

                   10.3.2.4 Customer TAXES. The amounts that Sprint PCS bills to
    Manager Accounts for taxes, including, without limitation, federal, state,
    and local sales, use, gross and excise tax (collectively, "CUSTOMER TAXES").

                   10.3.2.5 Equipment Replacement Program Fees. The amounts that
    Sprint PCS bills to Manager Accounts for participating in an equipment
    replacement program are referred to as "EQUIPMENT REPLACEMENT PROGRAM FEES".

                   10.3.2.6 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".


                                      -23-
<PAGE>

                   10.3.2.7 E911 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 SURCHARGES".

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

                   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.

                   10.4.1.1 Inter Service Area Fee Paid. Manager will pay to
    Sprint PCS an Inter Service Area Fee as set out in this section 10.4.1 for
    each billed minute of use that a subscriber 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 of use that a Sprint PCS customer whose NPA-NXX is not
    assigned to the Service Area Network uses the Service Area Network.

                   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, even if the Other Manager is late or never pays the Inter Service
    Area Fees. Manager bears the risk of loss of the Other Manager who is
    involved in the bankruptcy proceeding not paying the Inter Service Area Fees
    to Sprint PCS. 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, if any, will be
    calculated might be changed.

                                      -24-
<PAGE>

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

                   (a) From September 1, 2003 to December 31, 2005, the Inter
         Service Area Voice and 2G Data Fee for each billed minute of use that a
         Customer or Sprint PCS Reseller Customer uses an Away Network will be
         $0.058.

                   (b) From January 1, 2006 until the end of the Term of the
         agreement, the Inter Service Area Voice and 2G Data Fee for each billed
         minute of use that a Customer or Sprint PCS Reseller Customer uses an
         Away Network will be an amount equal to 90% of retail yield for Voice
         and 2G Data Usage.

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

                   (a) From September 1, 2003 to December 31, 2005, the Inter
         Service Area 3G Data Fee for each kilobit of use that a Customer or
         Sprint PCS Reseller Customer uses an Away Network will be $0.0014
         ("INITIAL 3G DATA FEE PERIOD").

                   (b) The parties will engage in the following pricing process
         to set the Inter Service Area 3G Data Fee for each kilobit of use that
         a Customer or Sprint PCS Reseller Customer uses an Away Network after
         the Initial 3G Data Fee Period ends. The Inter Service Area 3G Data Fee
         will be based on an appropriate discount from the retail yield for 3G
         Data Usage to be negotiated before December 31, 2005. Each subsequent
         fee period will last three years with the second pricing period
         beginning on January 1, 2006 and ending on December 31, 2008.

                        (i) Sprint PCS will give Manager an Inter Service Area
         3G Data Fee proposal 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 after Manager receives the proposed schedule of
         fees from Sprint Spectrum.

                        (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

                                      -25-
<PAGE>

         may either agree to the fees set forth in the Inter Service Area 3G
         Data Fee proposal or submit the determination of the Inter Service Area
         3G Data Fee to binding arbitration in accordance with section 14.2,
         excluding the escalation process set forth in section 14.2.

                        (iv) If Manager submits the matter to arbitration the
         fees proposed by Sprint PCS 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 already made by the parties 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 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 usage will be equal to the actual wholesale
    transport and terminating costs 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. If Sprint PCS
    collects from an IXC terminating or originating access fees that are not
    subject to refund or dispute, then Sprint PCS will pay Manager 92% of the
    amount collected (but it will not be Billed Revenue). Manager will refund to
    Sprint PCS any amounts Sprint PCS pays or has paid to Manager for access
    fees if Sprint PCS is required to refund that access fee to an IXC
    (including a Sprint Corporation Related Party. For purposes of
    clarification, Sprint Corporation's Related Parties are obligated to pay
    terminating access to Sprint PCS only if Sprint Corporation's major
    competitors have to pay terminating or originating access to Sprint PCS. At
    the present time, none of the major competitors pay 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.

                                      -26-
<PAGE>

                   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.

              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 levied
by a governmental authority 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 owned by Manager or used by Manager 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 and/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 to 100% of any
amounts received by Manager, Sprint PCS or their Related Parties from Customers
(including Sprint PCS customers whose NPA-NXX is assigned to the Service Area)
relating to such fees.

              10.6 UNIVERSAL SERVICE FUNDS.

              10.6.1 PAID BY GOVERNMENT. Manager is entitled to 92% of any
    federal and state subsidy funds (the "SUBSIDY FUNDS") (and Sprint PCS is
    entitled to the remainder of the Subsidy Funds), including Universal Service
    Funds, received by Manager or Sprint PCS 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, USAC 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 and
    providing services to low income individuals. Sprint PCS, as the Common
    Carrier of record, on behalf of itself or Manager (with respect to the
    Service Area), might qualify as an ETC. All Subsidy Funds received must be
    used to support the provision, maintenance and upgrading of facilities and
    services for which the funds are intended.

                                      -27-
<PAGE>

              10.6.2 PAID BY CUSTOMERS. Sprint PCS will be solely responsible
    for remitting to government agencies and/or their designees, including but
    not limited to the Universal Service Administrative Company, any and all
    universal service fees. As a consequence of this responsibility, Sprint PCS
    is entitled to 100% of any amounts received by Manager, Sprint PCS or their
    Related Parties from Customers (including Sprint PCS 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 paid by Customers 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 incurred by
    Sprint PCS or any Sprint PCS Related Party in connection with any such
    equipment replacement program.

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

              10.9 PHASE I E911. Sprint PCS is entitled to 100% of amounts paid
    by Customers related to Phase I E911 (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 SPRINT PCS ACCOUNTS. Each Business
    Day, Manager will deposit into bank accounts in the name of Sprint PCS or a
    Related Party designated by Sprint PCS, 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 designated by Sprint PCS. Manager will
    also provide the daily reports of the amounts collected required by Sprint
    PCS. Manager will not make any changes to the authorized signatories on the
    bank accounts without the prior written consent of Sprint PCS.

              10.11 MONTHLY STATEMENTS.

                   10.11.1 SECTION 10.2 STATEMENT. Each month Sprint PCS will
    determine the amount payable to 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,
    the Services Agreement and the Trademark License Agreements, and the net
    amount payable

                                      -28-
<PAGE>

    to 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, the Services Agreement and the
    Trademark License Agreements, 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.

              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.

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

                   10.12.3 NET PAYMENTS. The amount of each payment to Manager
    will be the net amount due to Manager, if any, after reducing the amount
    payable to Manager by any amounts due to Sprint PCS and its Related Parties
    under this agreement, the Services Agreement and the Trademark License
    Agreements. If the amount due to Sprint PCS exceeds the amount due to
    Manager, Sprint PCS will bill Manager or reduce the next weekly or monthly
    payment to Manager (and will reduce subsequent weekly and monthly payments
    if necessary) by the amount of the excess.

                   10.12.4 TRANSITION OF PAYMENT METHODS. (a) Sprint PCS and
    Manager wish to conduct an orderly transition from making weekly payments to

                                      -29-
<PAGE>

    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 Alamosa Holdings, Inc, Alamosa
    (Delaware), Inc. and the Alamosa Managers complete their restructuring (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
    10.12.4(b).

                   (b) Sprint PCS will apply the estimated collection
    percentages used by Sprint PCS 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 10.12.4(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 disputed or erroneous
    statement was delivered.

              Any dispute regarding a statement will be resolved through the
    dispute resolution process in section 14. The parties must continue to pay
    to the other

                                      -30-
<PAGE>

    party all amounts, including disputed amounts, owed under this agreement,
    the Services Agreement and the Trademark License Agreements during 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 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 months of Sprint
    PCS' receipt of the third party invoice.

              A party can only dispute or correct an amount based on a third
    party invoice 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.

              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
    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 resolved through the dispute resolution
    process in section 14. Manager must continue to pay to Sprint PCS all
    amounts, including disputed amounts, owed under this agreement, the Services
    Agreement and the Trademark License Agreements during the information
    gathering and dispute resolution process; provided, however, that to the
    extent any such monies are found to be owing to Manager, Manager shall be
    entitled to interest thereon at the Default Rate from the date of payment by
    Manager to Sprint PCS until the date such refund is actually received by
    Manager.

              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, the

                                      -31-
<PAGE>

    Services Agreement and the Trademark License Agreements without a specified
    due date will be due 20 days after Manager receives an invoice. Any amount
    due under this agreement, the Services Agreement and the Trademark License
    Agreements (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 3rd 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 amount due Sprint PCS or a Related Party of Sprint PCS under this
    agreement, or any amount under the Services Agreement or any other agreement
    with Sprint PCS or a Related Party of Sprint PCS, then Sprint PCS may setoff
    against its payments to Manager under this section 10, any such 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 may have under this agreement.

    18. TERMINATION RIGHTS [NEW]. Section 11.3.7 is deleted, and all references
in the agreement to section 11.3.7 are also deleted.

    19. NON-TERMINATION OF AGREEMENT [ADDM II,(SECTION)8]. Sections 11.5.3 and
11.6.4 are replaced with the following paragraphs:

                   11.5.3 MANAGER'S ACTION FOR DAMAGES OR OTHER RELIEF. Manager,
    in accordance with the dispute resolution process in section 14, may seek
    damages or other appropriate relief, but such action does not terminate this
    agreement.

                   11.6.4 SPRINT PCS' ACTION FOR DAMAGES OR OTHER RELIEF. Sprint
    PCS, in accordance with the dispute resolution process in section 14, may
    seek damages or other appropriate relief, but such action does not terminate
    this agreement.

    20. BUSINESS VALUATION [ADDM III,(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 that
         Operating Asset in determining the Entire Business Value of the Manager
         and the Other Affiliates shall not exceed the value of that Operating
         Asset if it were used to calculate only the Manager's Entire Business
         Value (i.e. "double counting" is prohibited).

    21. AUDIT [NEW]. Section 12.1.2 is amended to read as follows:

                                      -32-
<PAGE>

              12.1.2 Audits. On reasonable advance notice, each party must
    provide access to appropriate records to the independent auditors selected
    by the other party for purposes of auditing the amount of fees, costs,
    expenses or other charges payable in connection with the Selected Services
    with respect to the period audited. The auditing party will conduct the
    audit no more frequently than annually. 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 determination of the
    underpayment. 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 determines Sprint PCS
    was overpaid. 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 costs and expenses related to the audit will be paid
    by the audited party.

              Notwithstanding the above provisions of this section 12.1.2 and
    subject to section 1.9, rather than allow Manager's independent auditors
    access to Sprint PCS' records, Sprint PCS may 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"); except that, if Manager, on the advice of its
    independent auditors or its legal counsel, determines additional assurances
    beyond SAS 70 are required by 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 SEC, the PCAOB or the FASB), then Sprint PCS
    will cooperate with Manager to provide such additional assurances. Any Type
    II Report or Manager Management Report provided pursuant to this section
    12.1.2 will be prepared by Sprint PCS' independent auditors 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.

    22. SHARING CONFIDENTIAL INFORMATION WITH LENDERS [ADDM II,(SECTION)16].
section 12.2(b)(vii) of the Management Agreement is replaced with the following
paragraph:

                   (vii) is disclosed by the receiving party to a financial
         institution or accredited investor (as that term is defined in Rule
         501(a) under the Securities Act of 1933) that is considering providing
         or has provided financing to the receiving party and which financial
         institution or

                                      -33-
<PAGE>

         accredited investor has agreed to keep the Confidential Information
         confidential in accordance with an agreement at least as restrictive as
         this section 12.2.

    23. REGULATORY NOTICES (RESPONSE PERIOD) [ADDM I, (SECTION)6]. The first
sentence of section 16.4 is amended tO read as follows:

         Manager will, within 5 Business Days after its receipt, give Sprint PCS
    written notice of all oral and written communications it receives from
    regulatory authorities (including but not limited to the FCC, the FAA, state
    public service commissions, environmental authorities, and historic
    preservation authorities) and complaints respecting Manager's construction,
    operation, and management of the Services Area Network that could result in
    actions affecting the License as well as written notice of the details
    respecting such communications and complaints, including a copy of any
    written material received in connection with such communications and
    complaints.

    24. REGULATORY NOTICES (COSTS) [ADDM I, (SECTION)7]. The last sentence of
section 16.4 is replaced with the following language: "If Sprint PCS chooses to
respond to such communications and complaints, Manager will not respond to them
without the consent of Sprint PCS. Sprint PCS will bear the cost of responding
to any such communications and complaints unless (1) such response is primarily
the result of Manager's acts or omissions that constitute negligence, willful
misconduct, or breach of any provision of this agreement (in which case Manager
will pay the costs of Sprint PCS' response), or (2) Manager's response is not
requested by Sprint PCS."

    25. EMAILING NOTICES [NEW AND ADDM V,(SECTION)5]. (a) Section 17.1 is
amended to read as follows:

         17.1 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
    or email (in either instance with acknowledgment or read receipt received),
    charges prepaid 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.

         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

                                      -34-
<PAGE>

    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 clearly 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 first
    paragraph in this section 17.1.

         2. Manager agrees to promptly give Sprint PCS a copy of any notice
    Manager receives from the Administrative Agent or any Lender (as those terms
    are defined in the Consent and Agreement), and a copy of any notice Manager
    gives to the Administrative Agent or any Lender. Sprint PCS agrees to
    promptly give Manager a copy of any notice 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: tmatee01@sprintspectrum.com
                           Attention: Vice President - Affiliations, PLS & ICS

                     with a copy to:

                           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



                                      -35-
<PAGE>

                           For Manager:

                           Texas Telecommunications, LP
                           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:


                                      -36-
<PAGE>

                     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

         26. FORCE MAJEURE [NEW] The second paragraph of section 17.9.3 is
    amended 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 SUCH
         COVENANT, IF SUCH PARTY'S NON-COMPLIANCE WITH THE COVENANT RESULTS
         PRIMARILY FROM:

                   (I) ANY FCC ORDER OR ANY OTHER INJUNCTION ISSUED BY ANY
              GOVERNMENTAL AUTHORITY IMPEDING THE 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 SUCH PARTY;

                                      -37-
<PAGE>

         except that, to the extent a party's obligation to perform any covenant
under this agreement is suspended by reason of an event specified in subsection
17.9.3(i), (ii), (iii) or (iv) above, then any obligation of the other party to
make a payment in respect of or relating to such covenant shall be suspended
until performance of such covenant is reinstated, and in no event shall any
amounts accrue or otherwise be due and owing in respect of or relating to such
covenant for the period during which performance of such covenant was suspended
by this section.

         27. GOVERNING LAW, JURISDICTION AND CONSENT TO SERVICE OF PROCESS [ADDM
V,(SECTION)3]. 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 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,

                                      -38-
<PAGE>

              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.

         28. TRANSFER OF SPRINT PCS NETWORK [ADDM III, (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.

         29. NUMBER PORTABILITY [ADDM I,(SECTION)8]. The second sentence of
    section 17.17 is replaced by the following language :

              To the extent the relationship between NPA-NXX and the Service
              Area changes, Sprint PCS will develop an alternative system to
              attempt to assign customers who primarily live and work in the
              Service Area to the Service Area, in a manner that preserves the
              economic benefits of this agreement to each party.

              30. ANNOUNCED TRANSACTIONS [ADDM II,(SECTION)9]. Section 17.24 is
    deleted.

              31. ADDITIONAL TERMS AND PROVISIONS [ADDM II, (SECTION)10; REVISED
    BY THIS ADDENDUM]. Section 17.25 is replaced with the following paragraph:

                           17.25 ADDITIONAL TERMS AND PROVISIONS. Certain
                  additional and supplemental terms and provisions of this
                  agreement, if any, are set forth in the Addendum to Sprint PCS
                  Management Agreement attached hereto and incorporated herein
                  by this reference. Manager represents and warrants that all
                  existing contracts and arrangements (written or verbal) that
                  relate to or affect the rights of Sprint PCS or any of its
                  Related Parties under this agreement (e.g., agreements
                  relating to long distance telephone services (section 3.4))
                  are described on Exhibit 17.25, and photocopies of any such
                  written agreements have been delivered to Sprint PCS.

              32. FEDERAL CONTRACTOR COMPLIANCE [ADDM I, (Section)10]. A new
    section 17.28, the text of which is attached to Addendum I as Exhibit A, is
    added to the agreement. For purposes of this provision, contracts and
    subcontracts not exceeding $10,000 are exempt from these requirements.
    However, where the contracts or subcontracts in any 12 month period have an
    aggregate value (or can reasonably be expected to have an aggregate total
    value) exceeding $10,000, the exemption does not apply.

                                      -39-
<PAGE>

              33. YEAR 2000 COMPLIANCE [ADDM I,(SECTION)11]. A new section 17.29
    is added to the agreement:

                   SECTION 17.29 YEAR 2000 Compliance. Sprint PCS and Manager
              each separately represents and warrants that any system or
              equipment acquired, operated or designated by it for use in the
              Service Area Network or for use to support the Service Area
              Network, including (without limitation) billing, ordering and
              customer service systems, will be capable of correctly processing
              and receiving date data, as well as properly exchanging date data
              with all products (for example, hardware, software and firmware)
              with which the Service Area Network is designed to be used, and
              will not malfunction or fail to function due to an inability to
              process correctly date data in conformance with Sprint PCS
              requirements for "Year 2000 Compliance." If the Service Area
              Network or any system used to support the Service Area Network
              fails to operate as warranted due to defects or failures in any
              system or equipment selected by Manager (including systems or
              equipment of third party vendors and subcontractors selected by
              Manager rather than by Sprint PCS) Manager will, at its own
              expense, make the repairs, replacements or upgrades necessary to
              correct the failure and provide a Year 2000 Compliant Service Area
              Network. If the Service Area Network or any system used to support
              the Service Area Network fails to operate as warranted due to
              defects or failures in any system or equipment selected by Sprint
              PCS (including systems or equipment of third party vendors and
              subcontractors which Sprint PCS selects and requires manager to
              use), Sprint PCS will, at its own expense, make the repairs,
              replacements or upgrades necessary to correct the failure and
              provide a Year 2000 Compliant Service Area Network.

                   "YEAR 2000 COMPLIANCE" means the functions, calculations, and
              other computing processes of the Service Area Network
              (collectively "Processes") which perform and otherwise process,
              date arithmetic, display, print or pass date/time data in a
              consistent manner, regardless of the date in time on which the
              Processes are actually performed or the dates used in such data or
              the nature of the date/time data input, whether before, during or
              after January 1, 2000 and whether or not the date/time data is
              affected by leap years. To the extent any part of the Service Area
              Network is intended to be used in combination with other software,
              hardware or firmware, it will properly exchange date/time data
              with such software, hardware or firmware. The Service Area Network
              will accept and respond to two-digit year-date input, correcting
              or supplementing as necessary, and store, print, display or pass
              date/time data in a manner that is unambiguous as to century. No
              date/time data will cause any part of the Service Area Network to
              perform an abnormally ending routine or function within the
              Processes or generate incorrect final values or invalid results.

                                      -40-
<PAGE>

    34. CROSS-DEFAULT [ADDM III,(SECTION)2 AND ADDM IV, (SECTION)2]. A new
section 17.30 is added:

                   17.30 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 Missouri, LLC, a Missouri limited liability
         company, Southwest PCS, L.P., an Oklahoma limited partnership, or
         Alamosa Wisconsin Limited Partnership, a Wisconsin limited Partnership,
         or their respective successors or assigns (collectively the "OTHER
         AFFILIATES") also constitutes a breach or Event of Termination, as the
         case may be, by the Manager of the same provision of the applicable
         Sprint Agreement to which the 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 the Manager is a party as if the same breach or
         Event of Termination had occurred under such Sprint Agreement. The
         Manager has no right to cure any breach or Event of 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.

    35. PERFORMANCE/PAYMENT OF OTHER AFFILIATES' OBLIGATIONS [ADDM
III,(SECTION)3]. A new section 17.31 is added:

              17.31. 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.



                                      -41-
<PAGE>


    36. FINANCIAL INFORMATION [ADDM II,(SECTION)14]. 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

    37. SERVICES AGREEMENT [NEW]. Article 2 of the Services Agreement is amended
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 from Sprint Spectrum in
         accordance with the provisions of this section 2.1. Sprint Spectrum
         will provide all or none of (i) the grouping of services listed under
         Section A of Exhibit 2.1.1 ("CCPU SERVICES"), and (ii) the grouping of
         services listed under Section B of Exhibit 2.1.1 ("CPGA SERVICES" and
         together with CCPU Services, "SERVICES"). Sprint Spectrum will not
         provide individual CCPU Services or CPGA Services. The fees charged for
         the Services are set forth in section 3.2. Sprint Spectrum may
         designate Additional Services as Available Services and Selected
         Services; except that, without Manager's prior written consent, neither
         Sprint Spectrum nor any of its Related Parties will require Manager to
         pay for (i) any such additional Available Services or Selected Services
         to the extent that such services 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 of this Addendum or (ii) any other
         additional Available Services or Selected Services through December 31,
         2006.

                   2.1.2 DISCONTINUANCE OF Services. If Sprint Spectrum
         determines to no longer offer a Service itself, then Sprint Spectrum
         must give Manager written notice at least 9 months before its
         discontinuance of that Service that Sprint Spectrum will no longer
         offer that Service. If Manager determines within 30 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. If Sprint Spectrum procures such Service from a

                                      -42-
<PAGE>

         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 Manager procures such Services from a vendor or a
         new Service provider, then the fees charged by Sprint Spectrum for the
         Services will be reduced by any fees payable by the Manager to such
         vendor or new Service provider in respect of such discontinued
         Services. If Sprint Spectrum discontinues a Service and neither Sprint
         nor Manager procure such Service from a vendor or a new Service
         provider, then no adjustment to the fees will be made.

                   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.

         38. CHANGES TO ARTICLE 3 [NEW]. (a) Section 12 of Addendum I is
deleted. Article 3 of the Services Agreement is amended 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. Manager will not be permitted to obtain the Services from other
         sources, except as provided in this agreement.

                   If changes to Sprint PCS' accounting reclassifications for
         the Sprint PCS CCPU Services or Sprint PCS CPGA Services materially
         impact the calculations of the Sprint PCS CCPU Services and Sprint PCS
         CCPU Services, then the rates outlined in section 3 of the Services
         Agreement will be adjusted accordingly.

              3.2 FEES FOR SERVICES.

                   3.2.1 INITIAL PRICING PERIOD. The fee Manager will pay Sprint
         Spectrum for the Services provided to Manager by or on behalf of Sprint
         Spectrum each month until December 31, 2006 ("INITIAL PRICING PERIOD"),
         will equal the sum of: (a) $7.70 per subscriber multiplied by the
         Number of Customers in Manager's Service Area for the CCPU Services,
         plus (b) 5% of the Sprint PCS CPGA multiplied by Gross Customer
         Additions in Manager's Service Area for the CPGA Services. The fee will
         be paid as set forth in section 10 of the

                                      -43-
<PAGE>

         Management Agreement.

                   3.2.2 PRICING PROCESS. After the Initial Pricing Period, the
         $7.70 fee in 3.2.1(a) will become a percentage of Sprint PCS CCPU and
         the fee in section 3.2.1(b) will be adjusted to a new percentage of
         Sprint PCS CPGA. The parties will engage in the following pricing
         process to set 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 to provide the Services) with the second pricing period
         beginning on January 1, 2007 and ending on December 31, 2009.

                   (a) Sprint Spectrum will give Manager proposed CCPU and CPGA
         percentages by March 31 of the final year of the then current pricing
         period. The proposed percentages will be based on a reasonable amount
         to recover Sprint PCS' 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 in accordance with section 14.2
              of the agreement, excluding the escalation process set forth in
              section 14.2, and continue obtaining the Services from Sprint
              Spectrum at the CCPU and CPGA percentages determined by the
              arbitrator,

                        (ii) self-provide the Services, or

                        (iii) procure the Services from third-party vendors,
              subject

                                      -44-
<PAGE>

              to Sprint Spectrum's first right of refusal described in
              section 3.2.3.

    Manager will begin paying Sprint Spectrum under the CCPU and CPGA
    percentages presented for discussion by Sprint Spectrum at the beginning of
    the new pricing period until the date on which the parties agree on or the
    arbitrator determines the new CCPU and CPGA percentages, whichever occurs
    first. Fees paid before the new CCPU and CPGA percentages are established
    will be retroactively adjusted from the beginning of the new pricing period
    when the parties agree on or the arbitrator determines the new CCPU and CPGA
    percentages.

              3.2.3 SPRINT SPECTRUM FIRST RIGHT OF REFUSAL. Manager must give
    Sprint Spectrum written notice of Manager's decision to procure the CCPU
    Services and CPGA Services from a third party vendor 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 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 COSTS. Manager will pay for all reasonable
    out-of-pocket costs and reasonable out-of-pocket expenses actually incurred
    by Sprint Spectrum and its Related Parties to transfer Manager to a third
    party vendor's services or for Manager to self-provide the Services or to
    enable Manager to self-provide Services.

              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 (i) any amounts that Sprint
    Spectrum or its Related Parties pays to third parties for usage of the
    products and services used in providing Sprint PCS Products and Services
    relating to revenue generating activities, and (ii) those items the parties
    choose to settle separately between themselves (e.g. accessory margins,
    reciprocal retail store cost recovery) including those items listed in
    sections C and D of Exhibit 2.1.1. Sprint

                                      -45-
<PAGE>

    Spectrum will give notice to Manager of any additional services added to
    section C and D of Exhibit 2.1.1; except that no such additional service may
    be added to the extent such additional service 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 hereunder (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 of this Addendum. 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 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 at
    any time arrange for Manager to pay any of the Settled-Separately Manager
    Expenses directly to the vendor.

              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 pursuant to
    any term or provision of this agreement or the Management Agreement will
    reflect solely out-of-pocket costs and out-of-pocket expenses actually
    incurred by Sprint Spectrum or its Related Parties, and will in no way
    reflect any allocation of internal costs or expenses (including but not
    limited to allocations of general and administrative expenses or allocations
    of employee compensation or related expenses).

         3.3 LATE PAYMENTS. Any payment due under this section 3 that is not
paid by Manager to Sprint Spectrum in accordance with the terms of this
agreement will bear interest at the Default Rate beginning (and including) the
3rd 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 levied by a governmental authority on the fees
and charges payable to Sprint Spectrum or a Related Party by Manager.

         39. AUDIT [NEW]. Section 5.1.2 of the Services Agreement is amended to
read as follows:

              5.1.2 AUDITS. On reasonable advance notice, each party must
         provide access to appropriate records to the independent auditors
         selected by the other

                                      -46-
<PAGE>

         party for purposes of auditing the amount of fees, costs, expenses or
         other charges payable in connection with the Selected Services with
         respect to the period audited. The auditing party will conduct the
         audit no more frequently than annually. 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
         determination of the underpayment. 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 determines Sprint Spectrum was overpaid.
         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 costs and expenses related to the audit will be paid
         by the audited party.

              Notwithstanding the above provisions of this section 5.1.2 and
         subject to section 1.9 of the Management Agreement, rather than allow
         Manager's independent auditors access to Sprint PCS' records, Sprint
         PCS may provide a Type II Report; except that, if Manager, on the
         advice of its independent auditors or its legal counsel, determines
         additional assurances beyond SAS 70 are required by 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 SEC, the PCAOB or the FASB), then Sprint Spectrum will cooperate
         with Manager to provide such additional assurances. Any Type II Report
         or Manager Management Report provided pursuant to this section 5.1.2
         will be prepared by Sprint Spectrum's independent auditors 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 the Management Agreement,
         primarily billing and collection of revenues.

         40. EMAILING NOTICES [NEW]. Section 9.1 of the Services Agreement is
amended 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, or sent by facsimile or email (in either instance
         with acknowledgment or read receipt received), charges prepaid and
         addressed as described in subparagraph b of paragraph 25 of Addendum
         VI, 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.

                                      -47-
<PAGE>

              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.

                  The subject line of any email notice that purports to add any
         additional service to section C or D of Exhibit 2.1.1 must read
         "Additional Service to section C/D of Exhibit 2.1.1". The new Exhibit
         2.1.1 must also be attached to the email.

                  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 be mailed or sent by overnight courier in the
         manner described in the preceding paragraph.

                  Manager agrees to promptly give Sprint Spectrum a copy of any
         notice Manager receives from the Administrative Agent or any Lender (as
         those terms are defined in the Consent and Agreement), and a copy of
         any notice Manager gives to the Administrative Agent or any Lender.
         Sprint Spectrum agrees to promptly give Manager a copy of any notice
         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.

         41. FORCE MAJEURE [NEW]. The second paragraph of section 9.8 of the
Services Agreement is amended 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 SUCH
         COVENANT, IF SUCH PARTY'S NON-COMPLIANCE WITH THE COVENANT RESULTS
         PRIMARILY FROM:

                   (I) ANY FCC ORDER OR ANY OTHER INJUNCTION ISSUED BY ANY
              GOVERNMENTAL AUTHORITY IMPEDING THE ABILITY TO COMPLY WITH THE
              COVENANT;

                                      -48-
<PAGE>

                   (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 SUCH PARTY;

         except that, to the extent a party's obligation to perform any covenant
         under this agreement is suspended by reason of an event specified in
         subsection 9.8(i), (ii), (iii) or (iv) above, then any obligation of
         the other party to make a payment in respect of or relating to such
         covenant shall be suspended until performance of such covenant is
         reinstated, and in no event shall any amounts accrue or otherwise be
         due and owing in respect of or relating to such covenant for the period
         during which performance of such covenant was suspended by this
         section.

         42. GOVERNING LAW, JURISDICTION AND CONSENT TO SERVICE OF PROCESS.
[ADDM V,(SECTION)3]. 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.

              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.

                                      -49-
<PAGE>

              (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

         43. NOTICES [NEW]. Section 15.1 of each of the Trademark License
Agreements is amended 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 subparagraph (b) of
         paragraph 25 of Addendum VI, 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 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.

                  Manager agrees to promptly give Sprint PCS a copy of any
         notice Manager receives from the Administrative Agent or any Lender (as
         those terms are defined in the Consent and Agreement), and a copy of
         any notice Manager gives to the Administrative Agent or any Lender.
         Sprint PCS agrees to promptly give Manager a copy of any notice 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.

                                      -50-
<PAGE>

                  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.

         44. GOVERNING LAW [ADDM V,(SECTION)3]. 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.

         45. JURISDICTION [ADDM V,(SECTION)3]. 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 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.

                                      -51-
<PAGE>

                             SCHEDULE OF DEFINITIONS

         46. ADDITIONAL, AMENDED OR SUPPLEMENTED DEFINITIONS [NEW]. The
following definitions are new or amended, unless otherwise indicated:

                   "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(f) of the Management Agreement.

                   "ALLOCATED WRITE-OFFS" has the meaning set forth in section
         10.3.4 of the Management Agreement.

                   "AMOUNT BILLED (NET OF CUSTOMER CREDITS)" has the meaning set
         forth in section 10.3.3 of the Management Agreement.

                   "AWAY NETWORK" means: (i) in the case of Customers (as
         defined below) with an NPA-NXX of Manager (or any other such
         designation in accordance with section 17.17 of the Management
         Agreement), any portion of the Sprint PCS Network other than Manager's
         Service Area Network, and (ii) in the case of Customers with an NPA-NXX
         of Sprint PCS or Other Managers (or any other such designation in
         accordance with section 17.17 of the Management Agreement), Manager's
         Service Area Network.

                   "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.

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

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

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

                                      -52-
<PAGE>

                   "CUSTOMER" means any customer, except Sprint PCS 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.

                   "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 10.3.2.6 of the Management Agreement.

                   "CUSTOMER EQUIPMENT CREDITS" has the meaning set forth in
         section 10.3.2.2 of the Management Agreement.

                   "CUSTOMER TAXES" has the meaning set forth in section
         10.3.2.4 of the Management Agreement.

                   "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 of
         Enterprise Value, the fair market value of a class of an entity's
         publicly-traded equity (other than publicly-traded preferred stock)
         shall be equal to the product of (i) the number of issued and
         outstanding shares of such 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 such class of publicly-traded equity over the 21 consecutive
         trading days immediately preceding the date of determination.

                   "EQUIPMENT REPLACEMENT PROGRAM FEES" has the meaning set
         forth in section 10.3.2.5 of the Management Agreement.

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

                   "E911 SURCHARGES" has the meaning set forth in section
         10.3.2.7 of the Management Agreement.

                   "FEE BASED ON BILLED REVENUE" has the meaning set forth in
         section 10.2.1 of the Management Agreement.

                   "GROSS CUSTOMER ADDITIONS IN MANAGER'S SERVICE AREA" means
         the average number of Sprint PCS customers activated (without taking
         into consideration the number of Sprint PCS 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.

                                      -53-
<PAGE>

                   "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.

                   "KPR CONTINGENT COVERAGE AREA" [ADDM V, (SECTION)2 REVISED BY
         THIS ADDENDUM] has the meaning set forth in section 2.1 of the
         Management Agreement.

                   "LEAVENWORTH CONTINGENT COVERAGE AREA" [ADDM V, (SECTION)2
         REVISED BY THIS ADDENDUM] has the meaning seT forth in section 2.1 of
         the Management Agreement.

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

                   "MANAGER MANAGEMENT REPORT" has the meaning set forth in
         section 12.1.2 of the Management Agreement.

                  "NET BILLED REVENUE" has the meaning set forth in section
         10.2.1 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 Sprint PCS customers with NPA-NXXs assigned to the
         Service Area reported in Sprint PCS' most recent monthly KPI report.

                   "OPERATIONAL AND NETWORK READY" and "OPERATIONAL AND NETWORK
         READINESS" [ADDM V, (SECTION)2 REVISED BY THIS ADDENDUM] have the
         meaning set forth in section 2.1 of the Management Agreement.

                   "OTHER AFFILIATES"[ADDM III,(SECTION)2 AND ADDM IV
         (SECTION)2] has the meaning set forth in section 17.30 of the
         Management Agreement.

                   "OUTBOUND ROAMING FEES" has the meaning set forth in section
         10.3.2.3 of the Management Agreement.

                   "OVERALL CHANGES" has the meaning set forth in section
         1.10(a)(ii).

                                      -54-
<PAGE>

                   "PROGRAM REQUIREMENT CHANGE" has the meaning set forth in
         section 9.3.1.

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

                   "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.

                   "SIMILARLY SITUATED 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.

                   "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.

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

                                      -55-
<PAGE>

         monthly wireless subscribers. CCPU is a measure analysts use to
         evaluate the cash costs to operate the business on a per user basis.

                   "SPRINT PCS CPGA" means the cost per gross addition for the
         most-recently publicly announced quarter by Sprint PCS or its Related
         Parties. 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.
         Analysts use this measure in conjunction with the other measures to
         evaluate the profitability of the operation.

                   "SPRINT PCS RESELLER CUSTOMER" means customers of companies
         or organizations with a Private Label PCS Services or similar resale
         agreement with Sprint PCS.

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

                   "TRANSITION DATE" has the meaning set forth in section
         10.12.4 of the Management Agreement.

                   "TYPE II REPORT" has the meaning set forth in section 12.1.2
         of the Management Agreement.

                   "USF CHARGES" has the meaning set forth in section 10.3.2.8
         of the Management Agreement.

                   "VENDOR SOFTWARE" has the meaning set forth in section
         1.3.4(b).

                   "WRITE-OFFS" has the meaning set forth in section 10.3.1 of
         the Management Agreement.

                   "YEAR 2000 COMPLIANCE" has the meaning set forth in section
         17.29 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 and the Services
Agreement and 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.     Exclusivity of Service Area
              9.     Financing  Arrangements

                                    -56-
<PAGE>

    Addendum II
    -----------

             1.     Expansion of Service Area
             2.     Decline of Build Out Right
             3.     Modification of Build Out Plan
             4.     Expedite Fees
             11.    Consent and Agreement ("C&A")-Related: Use of Loan Proceeds
             12.    C&A-Related: C&A Not Assignable
             13.    Notices
             15.    No Defaults under Credit Documents or Sprint Agreements
             17.    Financing
             18.    Reaffirmation of Sprint Agreements
             19.    Counterparts

    Addendum III

             1.     C&A-Related: Use of Loan Proceeds
             6.     Expiration of Limited Remedies Period
             7.     Revised financing Plan
             8.     Exclusivity of Service Area
             10.    Reaffirmation of Sprint Agreements
             11.     Counterparts

    Addendum IV

             1.     C&A-Related: Use of Loan Proceeds
             3.     Financing Plan
             4.     Reaffirmation of Sprint Agreements
             5.     Counterparts

    Addendum V

             4.     Notice Addresses
             6.     Counterparts

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

                                      -57-
<PAGE>

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.]


                                      -58-
<PAGE>


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


                             SPRINT SPECTRUM L.P.


                             By: /s/ Thomas E. Mateer
                                --------------------------------
                                Name: Thomas E. Mateer
                                Title: Vice President - Affiliations, PLS & ICS


                             WIRELESSCO, L.P.


                             By: /s/ Thomas E. Mateer
                                --------------------------------
                                Name: Thomas E. Mateer
                                Title: Vice President - Affiliations, PLS & ICS


                             SPRINT COMMUNICATIONS COMPANY L.P.


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


                             WASHINGTON OREGON WIRELESS, LLC
                             An Oregon limited  liability company


                             By: ALAMOSA HOLDINGS, LLC
                                 Delaware limited liability company,


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



                                      -59-
<PAGE>




CC 1178391v7

                                    EXHIBIT 1

         ILLUSTRATIVE CALCULATION FOR CASH SETTLEMENT

ILLUSTRATIVE ONLY

<TABLE>
<CAPTION>
------------------------------------------------------------------------------------------------------------
                                                                                   MONTH 1
------------------------------------------------------------------------------------------------------------
<S>                                                                        <C>                   <C>
------------------------------------------------------------------------------------------------------------
Write-offs ((Section)10.3.1)                                               $          1,235
------------------------------------------------------------------------------------------------------------

------------------------------------------------------------------------------------------------------------
Billed Revenue ((Section)10.2.1)                                           $         10,350
------------------------------------------------------------------------------------------------------------
Customer Credits ((Section)10.2.1)                                                     (970)
------------------------------------------------------------------------------------------------------------
Net Billed Revenue ((Sections)10.2.1 and 10.3.2.1)                                    9,380       82.5%
------------------------------------------------------------------------------------------------------------
Customer Equipment Credits ((Sections)10.2.4 & 10.3.2.2)                                (66)      -0.6%
------------------------------------------------------------------------------------------------------------
Outbound Roaming Fees ((Sections)10.2.2 & 10.3.2.3)                                     235        2.1%
------------------------------------------------------------------------------------------------------------
Customer Taxes ((Section)10.3.2.4)                                                    1,323       11.6%
------------------------------------------------------------------------------------------------------------
Equipment Replacement Program Fees ((Section)10.3.2.5)                                  156        1.4%
------------------------------------------------------------------------------------------------------------
Customer Equipment Charges ((Section)10.3.2.6)                                          175        1.5%
------------------------------------------------------------------------------------------------------------
E911 Surcharges((Section)10.3.2.7)                                                       91        0.8%
------------------------------------------------------------------------------------------------------------
USF Charges ((Section)10.3.2.8)                                                          74        0.7%
------------------------------------------------------------------------------------------------------------
Amount Billed (Net of Customer Credits) ((Section)10.3.3)                  $         11,368      100.0%
------------------------------------------------------------------------------------------------------------

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

------------------------------------------------------------------------------------------------------------
FEE CALCULATION
------------------------------------------------------------------------------------------------------------

------------------------------------------------------------------------------------------------------------
Net Billed Revenue ((Sections)10.2.1 and 10.3.2.1)                         $          9,380
------------------------------------------------------------------------------------------------------------
Allocated Write-off ((Section)10.3.4)                                                (1,019)
------------------------------------------------------------------------------------------------------------
                                                                           $          8,361
------------------------------------------------------------------------------------------------------------
                                                                                         92%
------------------------------------------------------------------------------------------------------------
Fee Based on Billed Revenue ((Section)10.2.1)                              $          7,692
------------------------------------------------------------------------------------------------------------

------------------------------------------------------------------------------------------------------------
Outbound Roaming Fees ((Section)10.2.2)                                    $            235
------------------------------------------------------------------------------------------------------------
     Allocated Write-off                                                                (26)
------------------------------------------------------------------------------------------------------------
E911 Surcharges - Handsets ((Section)10.2.3)                                             85
------------------------------------------------------------------------------------------------------------
     Allocated Write-off                                                                 (9)
------------------------------------------------------------------------------------------------------------
Customer Equipment Credits ((Section)10.2.4)                                            (66)
------------------------------------------------------------------------------------------------------------
     Allocated Write-off                                                                  7
------------------------------------------------------------------------------------------------------------
Write-off for Customer Equipment Charges ((Section)10.2.5)                              (19)
------------------------------------------------------------------------------------------------------------
                                                                           $            208
------------------------------------------------------------------------------------------------------------

------------------------------------------------------------------------------------------------------------
Total                                                                      $          7,900
------------------------------------------------------------------------------------------------------------
</TABLE>



                                      -60-
<PAGE>


                                   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
$947 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 SECURED DEBT                                            225,000
    (includes $25 million in undrawn revolver)
--------------------------------------------------------------------------

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

--------------------------------------------------------------------------
         TOTAL                                          $      972,689
-------------------------------------------------------===================

Alamosa Holdings, Inc. and its direct and indirect subsidiaries, have undertaken
a restructuring to adjust the capital structure. The restructuring includes an
exchange of existing bonds for: a) new notes representing 65% of accreted value;
b) preferred stock with a liquidation value of 25% of accreted value,
convertible into 35% of the common equity of Alamosa Holdings, Inc.; and c)
extinguishment of 10% of the accreted value. The following summarizes the effect
on existing Senior Note categories, new Senior Note categories and new Preferred
Stock:

<TABLE>
<CAPTION>
--------------------------------------------------------------------------------
(dollars in thousands)                             PRE-             POST-
                                               RESTRUCTURE       RESTRUCTURE
--------------------------------------------------------------------------------

--------------------------------------------------------------------------------
SENIOR NOTES*
--------------------------------------------------------------------------------
<S>                                            <C>               <C>
    12.875% SENIOR DISCOUNT NOTES              $   298,443       $       -
--------------------------------------------------------------------------------
    12.50% SENIOR NOTES                            250,000               -
--------------------------------------------------------------------------------
    13.625% SENIOR NOTES                           150,000               -
--------------------------------------------------------------------------------
    NEW 12% SENIOR DISCOUNT NOTES                       -           193,988
--------------------------------------------------------------------------------
    NEW 11% SENIOR NOTES                                -           260,000
--------------------------------------------------------------------------------

--------------------------------------------------------------------------------
         TOTAL                                     698,443          453,988
--------------------------------------------------------------------------------

--------------------------------------------------------------------------------
PREFERRED STOCK                                         -           174,600
--------------------------------------------------------------------------------

--------------------------------------------------------------------------------
         TOTAL                                 $   698,443       $  628,588
---------------------------------------------===================================
</TABLE>

--------------------------------------------------------------------------------
*  Assumes 100% of the noteholders agree to exchange for new notes. In the event
   that less than 100% agree to exchange, some of the existing notes would
   remain outstanding and the new notes would be decreased. Preferred Stock
   would also be adjusted to reflect a lower exchange ratio.

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

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.



                                      -61-
<PAGE>


                                 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

                                      -62-
<PAGE>

National Platform Disputes
National Platform (2G) (Includes Voice Activated Dialing)
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
Commission Credit
Credit Check Fee
Customer Solutions - Early Life
Demo Phones
EarthLink
Hal Riney Service
Handset Logistics
Local/Indirect Commission
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
Microwave Clearing
Roaming


<PAGE>

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
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