<PAGE>


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

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

                         DATED AS OF SEPTEMBER 12, 2003


MANAGER: SOUTHWEST PCS, L.P.

SERVICE AREA BTAS:

         OKLAHOMA          OKLAHOMA CITY                         BTA NO. 329
                              (SERVICE AREA IS LIMITED)
                           TULSA                                 BTA NO. 448
                              (SERVICE AREA IS LIMITED)
                           LAWTON-DUNCAN                         BTA NO. 248
                           MUSKOGEE                              BTA NO. 311
                           ENID                                  BTA NO. 130
                           ARDMORE                               BTA NO. 019
                           STILLWATER                            BTA NO. 433
                           ADA                                   BTA NO. 004
                           MCALESTER                             BTA NO. 267
                           PONCA CITY                            BTA NO. 354
                           BARTLESVILLE                          BTA NO. 031

         KANSAS            SALINA                                BTA NO. 396
                           HUTCHINSON                            BTA NO. 200
                              (SERVICE AREA IS LIMITED)
                           MANHATTAN                             BTA NO. 275
                           EMPORIA                               BTA NO. 129

         ARKANSAS          FORT SMITH                            BTA NO. 153
                           FAYETTEVILLE                          BTA NO. 140
                           LITTLE ROCK                           BTA NO. 257
                              (SERVICE AREA IS LIMITED)
                           RUSSELLVILLE                          BTA NO. 387

         TEXAS             WICHITA FALLS                         BTA NO. 473


         This Addendum V (this "ADDENDUM") contains amendments to the terms of
the Sprint PCS Management Agreement and the Sprint PCS Services Agreement, both


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of which were entered into on July 10, 1998 by the same parties to this
Addendum. The Management Agreement and Services Agreement were amended by:

         (1)      Addendum I dated as of July 10, 1998,
         (2)      Addendum II dated as of April 30, 1999,
         (3)      Addendum III dated as of March 7, 2001, and
         (4)      Addendum IV dated as of March 30, 2001.

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

         The terms and provisions of this Addendum control over any conflicting
terms and provisions contained in the Management Agreement, the Services
Agreement, the Trademark License Agreements and the Schedule of Definitions. The
Management Agreement, the Services Agreement, the Trademark 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
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         (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.

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

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              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 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

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<PAGE>

              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 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,

                                       5
<PAGE>

                        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.

                   (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.

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         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 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. FINANCING [ADDM IV,(SECTION)5 AND NEW]. (a) Section 1.7 is amended
to read as follows:

              1.7 FINANCING. The construction and operation of the Service Area
         Network requires a substantial financial commitment by Manager. The
         manner in which Manager will finance the build-out of the Service Area
         Network and provide the necessary working capital to operate the
         business is described in detail on Exhibit 1.7. Manager will allow
         Sprint PCS an opportunity to review before filing any registration
         statement or prospectus or any amendment or supplement thereto and
         before distributing any offering memorandum or amendment or supplement
         thereto, and agrees not to file or distribute any such document if
         Sprint PCS reasonably objects in writing on a timely basis to any
         portion of the document that refers to Sprint PCS, its Related Parties,
         their respective businesses, this agreement or the Services Agreement.

         (b) Exhibit 1.7 attached to this Addendum V 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:

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                   (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 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.

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                   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 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.

                                       9
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                   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:

                        (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

                                       10
<PAGE>

         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 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. EXPANSION OF SERVICE AREA [ADDM IV, (SECTION)3]. The parties agree
to expand the definition of Service Area into the Little Rock, Arkansas (BTA
257) and Russellville, Arkansas (BTA 387) as described in the revised Exhibit
2.1 Build-out Plan attached to Addendum IV.

         8. REVISED BUILD-OUT PLAN [ADDM IV,(SECTION)22]. Section 2.1 is
supplemented with the following language:

              (A) OPERATIONAL AND NETWORK READINESS.

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<PAGE>

              Manager will achieve "Operational and Network Readiness," as
         defined below, for the remaining build out of the Service Areas in the
         Little Rock and Russellville BTAs according to the build-out schedule
         below. Specifically, coverage along Interstate 40 extending East on
         Interstate 40 from Wiederkehr Village through Clarksville, Lamar,
         Knoxville, London, Russellville, Pottsville, and Atkins in the
         Russellville, Arkansas BTA 387 to a meet point with Sprint PCS within
         the Little Rock, Arkansas BTA 257. The build-out in Little Rock BTA 257
         is limited to coverage along Interstate 40 in Conway County through
         Morrilton up to Sprint PCS meet point at Plumerville. This schedule,
         together with the revised Exhibit 2.1 attached to Addendum IV, replaces
         Exhibit 2.1 of the "Management Agreement."



                                       12
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                     -----------------------------------------
                          Cascade Number      COMPLETION
                                                 DATE
                     -----------------------------------------
                            LR03SW251          12/01/01
                     -----------------------------------------
                            LR03SW252          12/01/01
                     -----------------------------------------
                            LR03SW253          12/01/01
                     -----------------------------------------
                            LR03SW254          12/01/01
                     -----------------------------------------
                            LR03SW255          12/01/01
                     -----------------------------------------
                            LR03SW256          12/01/01
                     -----------------------------------------
                            LR03SW257          12/01/01
                     -----------------------------------------
                            LR03SW261          12/01/01
                     -----------------------------------------
                            LR03SW262          12/01/01
                     -----------------------------------------
                            LR03SW263          12/01/01
                     -----------------------------------------
                            LR03SW258          12/01/01
                     -----------------------------------------

              "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 with Cascade Numbers
         LR03SW251, LR03SW252, LR03SW253, LR03SW254, LR03SW255, LR03SW256,
         LR03SW257, LR03SW261, LR03SW262, LR03SW263, LR03SW258 (individually a
         "CELL SITE" and collectively the "CELL SITES").

              (B) PENALTY.

              The Manager will pay a penalty for each Cell Site that is not
         Operational and Network Ready on or before December 1, 2001 (the
         "COMPLETION DATE"). Cell sites must be Operational and Network Ready in
         a sequential manner to ensure contiguous coverage with existing markets
         and to prevent the creation of service gaps in the Service Area.

              The penalty amount equals the amount set forth on the following
         Penalty Table opposite the appropriate range of number of days from and
         including the Completion Date to and including the date of Operational
         and Network Readiness for any Cell Site that was not Operational and
         Network Ready on or before its respective Completion Date (the "PENALTY
         AMOUNT").

                                  PENALTY TABLE

               -------------------------------------------------------
               Penalty Period          Penalty Amount Per Cell Site
               -------------------------------------------------------
               6-60 days past the      $15,676.23
               Completion Date
               -------------------------------------------------------
               61-90 days past the     Additional $10,450.82
               -------------------------------------------------------


                                       13
<PAGE>
               -------------------------------------------------------
               Completion Date
               -------------------------------------------------------
               91-120 days past the    Additional $5,225.40
               Completion Date
               -------------------------------------------------------
               121-150 days past the   Additional $15,676.23
               Completion Date
               -------------------------------------------------------
               151-180 days past the   Additional $15,676.23
               Completion Date
               -------------------------------------------------------

              The parties may agree to adjust the Penalty Amount if (i) the
         Manager has completed less than all of the Cell Sites described in
         section 22(a) of Addendum IV; (ii) Sprint PCS determines that the
         Manager has met the coverage requirements, as detailed in the revised
         Exhibit 2.1 Build-out Plan attached to Addendum IV; and (iii) Sprint
         PCS determines that the Manager has met the current Sprint PCS RF
         Standards for coverage, as defined in Exhibit 7.2 Sprint PCS Technical
         Program Requirements (the "RF STANDARDS"). The Parties agree that to
         the extent additional sites are necessary to meet the Exhibit 2.1
         Build-out Plan and those cites are not Operational and Network Ready by
         the Completion Date, the penalties set forth in the Penalty Table above
         will be assessed to the Manager based on the incremental number of
         sites needed to meet the Build-out Plan.

              (C)  PAYMENT OF PENALTY AMOUNTS.

                   (i)    Manager will pay the Penalty Amount for each Cell Site
                          on or before the first day of each penalty period, as
                          set forth in the Penalty Table above in section 1(b)
                          of Addendum IV, for any Cell Site that is not
                          Operational and Network Ready on or before its
                          respective Completion Date (the "ASSESSMENT DATE").

                   (ii)   Manager will also owe Additional Interest on any
                          Penalty Amount not paid on or before the Assessment
                          Date, which Additional Interest is payable on the next
                          Assessment Date for that Cell Site in the same manner
                          as the Penalty Amounts (e.g., timing). If there is no
                          additional Assessment Date with respect to a Cell
                          Site, the Additional Interest will be payable at the
                          time the Penalty Amount for that Cell Site is paid.

                   (iii)  Manager will pay the Penalty Amounts in cash. Payments
                          of cash will be made via wire transfer instructions
                          provided to Manager by Sprint PCS. Sprint PCS's setoff
                          right set forth in section 10.6 of the Management
                          Agreement applies to these Penalty Amounts and
                          Additional Interest.

              (D)  EVENT OF TERMINATION; WAIVER OF CURE RIGHTS.

                                       14
<PAGE>

                   (i)    If Manager does not achieve Operational and Network
                          Readiness for a Cell Site by midnight on the 90-Day
                          Threshold, Manager will be in breach of a material
                          term of the Management Agreement. Accordingly, Sprint
                          PCS may declare an Event of Termination under the
                          Management Agreement, and Manager waives any right to
                          a cure period set forth in section 11.3.3.

                   (ii)   If Sprint PCS does not declare in writing an Event of
                          Termination within ten Business Days after the 90-Day
                          Threshold, Sprint PCS waives its right to declare an
                          Event of Termination based on Manager's failure to
                          achieve Operational and Network Readiness for that
                          Cell Site until the 180-Day Threshold. If Manager does
                          not achieve Operational and Network Readiness for a
                          Cell Site by the 180-Day Threshold, Manager will be in
                          breach of a material term of the Management Agreement.
                          Accordingly, Sprint PCS may declare an Event of
                          Termination under the Management Agreement, and
                          Manager waives any right to a cure period set forth in
                          section 11.3.3.

              (E)  DEFINITIONS.

                   "90-DAY THRESHOLD" means the date 90 calendar days after the
              respective Cell Site Completion Date.

                   "180-DAY THRESHOLD" means the date 180 calendar days after
              the respective Cell Site Completion Date.

                   "ADDITIONAL INTEREST" means the sum of the products of (A)
              each Penalty Amount, multiplied by (B) Prime Rate (adjusted as and
              when changes in the Prime Rate occur) plus five percent (5%),
              multiplied by (C) the number of calendar days from and including
              the respective Assessment Date to and including the date paid,
              divided by 365.

                   "CHANGE OF CONTROL TRANSACTION" means a transaction that
              results in a Change of Control, as defined in the Management
              Agreement.

         9. EXCLUSIVITY OF SERVICE AREA [ADDM IV,(SECTION)7]. 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 IV,(SECTION)8; REVISED BY THIS
ADDENDUM]. Section 2.5 is replaced by the following language:

                                       15
<PAGE>

              2.5 MANAGER'S RIGHT OF FIRST REFUSAL FOR NEW COVERAGE BUILD-OUT.
         Sprint PCS grants to Manager the right of first refusal to build-out
         New Coverage. Sprint PCS will give to Manager a written notice of a New
         Coverage within the Service Area that Sprint PCS decides should be
         built-out. Manager must communicate to Sprint PCS within 90 days after
         receipt of the notice whether it will build-out the New Coverage.

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

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

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

                                       16
<PAGE>

         respect to a New Coverage, Manager's right of first refusal does not
         terminate with respect to the remainder of the Service Area.

         11. IXC RATES [NEW]. Section 9 of Addendum IV is 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

                                       17
<PAGE>

         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 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 V 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 V,
         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

                                       18
<PAGE>

         Sprint Rural Alliance program participants will be set forth in a
         separate agreement.


         12. VOLUNTARY RESALE OF PRODUCTS AND SERVICES [ADDM IV, (SECTION)10].
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. INTRA-LATA CALLS AND BACKHAUL SERVICES [NEW]. Section 3.7 is
amended to read as follows:

              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 V is signed and the agreement was not made in
         anticipation of this agreement or Addendum V, then the requirements of
         this section 3.7 do not apply during the term of the other agreement.
         If the

                                       19
<PAGE>

         other agreement terminates for any reason, then the requirements of
         this section 3.7 do apply.

         14. SPRINT PCS ROAMING AND INTER SERVICE AREA PROGRAM REQUIREMENTS
[NEW]. The second paragraph of section 4.3 is amended to read as follows:

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

         15. CHANGES TO PROGRAM REQUIREMENTS [NEW].

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

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

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

              9.3 MANAGER'S RIGHTS REGARDING CHANGES TO PROGRAM REQUIREMENTS.

              9.3.1 PARAMETERS FOR REQUIRED PROGRAM REQUIREMENT IMPLEMENTATION.
         Manager has the right to decline to implement any new Program
         Requirement or any change to any existing Program Requirement (a
         "PROGRAM REQUIREMENT CHANGE") if Manager determines that any such
         Program Requirement Change, other than a change involving Sprint PCS
         National or Regional Distribution Program Requirements, will have an
         adverse impact on Manager that meets or exceeds the parameters set
         forth below in subparagraphs (a) through (d). For purposes of this
         section 9.3 a Program Requirement Change will include any change in any
         "guidelines," "policies," "standards" or "specifications" proposed by
         Sprint PCS under this agreement, the Services Agreement or either of
         the Trademark License Agreements, and the exercise by Sprint PCS of any
         unilateral right under those agreements, except changes to the
         Trademark Usage Guidelines, the Marketing Communications Guidelines, or
         the definition of Sprint PCS Products and Services (other than the
         pricing of those products and services, i.e. pricing is a Program
         Requirement Change). If Manager determines to decline to

                                       20
<PAGE>

         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 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.

                                       21
<PAGE>

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

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

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

              9.3.4 CHANGES WITH RESPECT TO PRICING PLANS AND ROAMING PROGRAM
         REQUIREMENTS. Manager will implement a Program Requirement Change in
         the manner requested by Sprint PCS that

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

                                       22
<PAGE>

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

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

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

              9.7 MANDATORY REQUIREMENTS; UNILATERAL CHANGES.

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

                                       23
<PAGE>

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

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

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

              9.8 BREACH FOR FAILURE TO IMPLEMENT PROGRAM REQUIREMENT.

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

              16. FEES [NEW]. (a) Article 10 of the Management Agreement is
         amended 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.




                                       24
<PAGE>


              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 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

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         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 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".

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<PAGE>

                        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".

                        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

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<PAGE>

         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.

                        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.

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<PAGE>

                             (iii) If the parties cannot agree on a new schedule
              of fees within 20 days after a party escalates the discussion,
              then Manager may either agree to the fees set forth in the Inter
              Service Area 3G Data Fee 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

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<PAGE>

         fees is currently subject to legal challenge. The parties acknowledge
         that Sprint PCS has limited ability to require IXCs to pay access fees.

                        10.4.4 REIMBURSEMENTS FOR MISTAKEN PAYMENTS. If one
         party mistakenly pays an amount that the other party is obligated to
         pay then the other party will reimburse the paying party.

              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.

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<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 to Manager.

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<PAGE>

                   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 Manager based on Collected Revenues to weekly payments
         based on Billed Revenue. The method of calculating the weekly payments
         will change on the first

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<PAGE>

         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 party all amounts, including disputed amounts, owed
         under this agreement, the Services Agreement and the Trademark License
         Agreements during the dispute resolution process.

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<PAGE>

                  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
         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

                                       34
<PAGE>

         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.

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

         18. NON-TERMINATION OF AGREEMENT [ADDM IV, (Section)13]. 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.

         19. BUSINESS VALUATION [ADDM IV,(SECTION)21]. 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).

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

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

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         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.

         21. SHARING CONFIDENTIAL INFORMATION WITH LENDERS [ADDM
IV,(SECTION)14]. 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 accredited investor has agreed to keep the Confidential
         Information confidential in accordance with an agreement at least as
         restrictive as this section 12.2.

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<PAGE>

         22. EMAILING NOTICES [NEW AND ADDM IV,(SECTION)25]. (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 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:




                                       37
<PAGE>


                           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

         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:

                           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:




                                       38
<PAGE>


                           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

         23. 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;

         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.

         24. GOVERNING LAW, JURISDICTION AND CONSENT TO SERVICE OF PROCESS
[NEW]. Section 17.12 of the Management Agreement is replaced with the following
language:

                                       39
<PAGE>

              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, 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.

         25. TRANSFER OF SPRINT PCS NETWORK [ADDM IV,(SECTION)15]. 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.

                                       40
<PAGE>

         26. ANNOUNCED TRANSACTIONS [ADDM IV, (SECTION)16]. Section 17.24 is
deleted.

         27. ADDITIONAL TERMS AND PROVISIONS [ADDM IV, (SECTION)17; 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 addenda 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

         28. FEDERAL CONTRACTOR COMPLIANCE [ADDM IV, (Section)18]. A new section
17.28, the text of which is attached as Exhibit A to Addendum IV, is added and
incorporated by this reference. When and to the extent required by applicable
law, Manager will comply with the requirement of section 17.28.

         29. CROSS-DEFAULT [ADDM IV,(SECTION)19]. A new section 17.29 is added:

              17.29 CROSS-DEFAULT. A breach or Event of Termination under any of
         the Sprint Agreements (as that term is defined in the Consent and
         Agreement) by Texas Telecommunications, L.P., a Texas limited
         partnership, Alamosa Wisconsin Limited Partnership, a Wisconsin limited
         partnership, Washington Oregon Wireless LLC, a Delaware limited
         liability company, or Alamosa Missouri, LLC, a Missouri limited
         liability company, or their respective successors or assigns
         (collectively the "OTHER AFFILIATES") also constitutes a breach or
         Event of Termination, as the case may be, by 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.


                                       41
<PAGE>


         30. PERFORMANCE/PAYMENT OF OTHER AFFILIATES' OBLIGATIONS [ADDM
IV,(SECTION)20]. A new section 17.30 is added:

              17.30 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.

         31. FINANCIAL INFORMATION [NEW]. A new section 17.32 is added to the
Management Agreement:

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

                               SERVICES AGREEMENT

         32. 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

                                       42
<PAGE>

         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
         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.




                                       43
<PAGE>


         33. CHANGES TO ARTICLE 3 [NEW]. (a) 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 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

                                       44
<PAGE>

         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 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

                                       45
<PAGE>

         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
         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

                                       46
<PAGE>

         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.

         34. 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 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

                                       47
<PAGE>

         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.

         35. 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 22 of Addendum V,
         or to any other address or number as the person or entity may from time
         to time specify by written notice to the other parties.

              The subject line of any email notice that purports to 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

                                       48
<PAGE>

         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.

         36. 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;

                   (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.

         37. GOVERNING LAW, JURISDICTION AND CONSENT TO SERVICE OF PROCESS.
[NEW]. Section 9.11 of the Services Agreement is replaced with the following
language:

              9.11 GOVERNING LAW, JURISDICTION AND SERVICE OF PROCESS.

                                       49
<PAGE>

              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.

              (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

         38. 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

                                       50
<PAGE>

         courier, or sent by facsimile(with acknowledgment received), charges
         prepaid and addressed as described in subparagraph (b) of paragraph 22
         of Addendum V, 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.

                  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.

         39. GOVERNING LAW [NEW]. Section 15.8 of each of the Trademark License
Agreements is replaced by the following language:

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

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

              15.13 Jurisdiction; Consent to Service of Process.

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

                                       51
<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.


                             SCHEDULE OF DEFINITIONS

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

              "ADDITIONAL INTEREST" [ADDM IV, (SECTION)22] has the meaning set
         forth in section 2.1 of the Management Agreement.

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

              "ALLOCABLE SOFTWARE FEE" has the meaning set forth in section
         1.3.4(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.

              "ASSESSMENT DATE" [ADDM IV, (SECTION)22] has the meaning set forth
         in section 2.1 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

                                       52
<PAGE>

         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.

              "CELL SITE(S)" [ADDM IV, (SECTION)22] has the meaning set forth in
         section 2.1 of the Management Agreement.

              "CHANGE OF CONTROL TRANSACTION" [ADDM IV, (SECTION)22] has the
         meaning set forth in section 2.1 of the Management Agreement.

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

              "COMPLETION DATE" [ADDM IV, (SECTION)22] has the meaning set forth
         in section 2.1 of the Management Agreement.

              "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.

              "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.


                                       53
<PAGE>


              "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.

              "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 9.3.1 of
         the Management Agreement.

                                       54
<PAGE>

              "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 IV, (SECTION)22] have the meaning set forth in section
         2.1 of the Management Agreement.

              "OTHER AFFILIATES" [ADDM IV, (SECTION)19] has the meaning set
         forth in section 17.29 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).

              "PENALTY AMOUNT" [ADDM IV, (SECTION)22] has the meaning set forth
         in section 2.1 of the Management Agreement.

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

              "RF STANDARDS" [ADDM IV, (SECTION)22] has the meaning set forth in
         section 2.1 of the Management Agreement.

              "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.

                                       55
<PAGE>

              "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 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.

                                       56
<PAGE>

              "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.

              "90-DAY THRESHOLD" [ADDM IV, (SECTION)22] has the meaning set
         forth in section 2.1 of the Management Agreement.

              "180-DAY THRESHOLD" [ADDM IV, (SECTION)22] has the meaning set
         forth in section 2.1 of the Management Agreement.

B. CROSS-REFERENCES TO OTHER PARAGRAPHS IN PREVIOUS ADDENDA.

         Listed below are those paragraphs in the previous addenda that are
interpretations or applications of the Management Agreement 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 - superseded by Addendum IV

         Addendum II - superseded by Addendum IV

         Addendum III - superseded by Addendum IV

         Addendum IV

                  1.       Restatement of Management Agreement
                  2.       Restatement of Schedule of Definitions
                  4.       Use of Loan Proceeds
                  6.       Financing Plan
                  12.      Expiration of Limited Remedies Period
                  23.      Enforceability
                  24.      Consent and Agreement ("C&A") Not Assignable
                  26.      Reaffirmation of Sprint Agreements
                  27.      Counterparts

C. OTHER PROVISIONS.

                                       57
<PAGE>

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

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

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



            [THE REMAINDER OF THIS PAGE IS LEFT BLANK INTENTIONALLY.]


                                       58
<PAGE>


         The parties have caused this Addendum V 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


                              SPRINTCOM, INC.


                              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



                                       59
<PAGE>


                             SOUTHWEST PCS, L.P.
                             an Oklahoma limited partnership


                             By: SWGP, L.L.C.
                                 an Oklahoma limited liability company,
                                 as its general partner



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



                                       60
<PAGE>


                           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>



<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:

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

--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
SENIOR NOTES*
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
    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
---------------------------------------------===================================
---------------------------------------------===================================

--------------------------------------------------------------------------------
*  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.



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


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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
Software Fees
Sprint Local Telephone Usage


<PAGE>

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