<PAGE>

                                                                   Exhibit 10.23

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

                                                                  CONFORMED COPY

                      AMENDED AND RESTATED CREDIT AGREEMENT
                                   dated as of
                               February 14, 2001,
                          as amended and restated as of
                                 March 30, 2001
                                      among

                             ALAMOSA HOLDINGS, INC.,

                            ALAMOSA (DELAWARE), INC.,

                             ALAMOSA HOLDINGS, LLC,

                            The Lenders Party Hereto,

                         EXPORT DEVELOPMENT CORPORATION,
                           as Co-Documentation Agent,

                           FIRST UNION NATIONAL BANK,
                             as Documentation Agent,

                         TORONTO DOMINION (TEXAS), INC.,
                              as Syndication Agent,

                                       and

                               CITICORP USA, INC.,
                  as Administrative Agent and Collateral Agent

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

                       EXPORT DEVELOPMENT CORPORATION and

                          FIRST UNION SECURITIES, INC.,
                               as Lead Arrangers,

                                       and

                          SALOMON SMITH BARNEY INC. and
                            TD SECURITIES (USA) INC.,
                 as Joint Lead Arrangers and Joint Book Managers

<PAGE>

                                TABLE OF CONTENTS

                                                                        Page

                                    ARTICLE I

                                   Definitions

         SECTION 1.01.  Defined Terms.....................................5
         SECTION 1.02.  Classification of Loans and Borrowings...........41
         SECTION 1.03.  Terms Generally..................................41
         SECTION 1.04.  Accounting Terms; GAAP...........................42

                                   ARTICLE II

                                   The Credits

         SECTION 2.01.  Commitments......................................42
         SECTION 2.02.  Loans and Borrowings.............................43
         SECTION 2.03.  Requests for Borrowings..........................44
         SECTION 2.04.  Letters of Credit................................45
         SECTION 2.05.  Funding of Borrowings............................50
         SECTION 2.06.  Interest Elections...............................51
         SECTION 2.07.  Termination and Reduction of Commitments ........53
         SECTION 2.08.  Repayment of Loans; Evidence of Debt.............54
         SECTION 2.09.  Automatic Commitment Reductions;
                          Amortization of Term Loans.....................55
         SECTION 2.10.  Prepayment of Loans..............................57
         SECTION 2.11.  Fees.............................................59
         SECTION 2.12.  Interest.........................................60
         SECTION 2.13.  Alternate Rate of Interest.......................61
         SECTION 2.14.  Increased Costs..................................62
         SECTION 2.15.  Break Funding Payments...........................63
         SECTION 2.16.  Taxes............................................64
         SECTION 2.17.  Payments Generally; Pro Rata
                          Treatment; Sharing of Set-offs.................65
         SECTION 2.18.  Mitigation Obligations; Replacement
                          of Lenders.....................................67

                                   ARTICLE III

                         Representations and Warranties

         SECTION 3.01.  Organization; Powers.............................69
         SECTION 3.02.  Authorization; Enforceability....................69
         SECTION 3.03.  Governmental Approvals; No Conflicts.............69
         SECTION 3.04.  Financial Condition; No Material
                          Adverse Change.................................70
         SECTION 3.05.  Properties.......................................71
         SECTION 3.06.  Litigation and Environmental Matters.............72
         SECTION 3.07.  Compliance with Laws and Agreements .............72
         SECTION 3.08.  Investment and Holding Company Status ...........73
         SECTION 3.09.  Taxes............................................73
         SECTION 3.10.  ERISA............................................73
         SECTION 3.11.  Disclosure.......................................73
         SECTION 3.12.  Restricted Subsidiaries..........................74
         SECTION 3.13.  Absence of Non-Permitted Obligations.............75
         SECTION 3.14.  Licenses.........................................75
         SECTION 3.15.  Insurance........................................75
         SECTION 3.16.  Labor Matters....................................76
         SECTION 3.17.  Solvency.........................................76
         SECTION 3.18.  Use of Proceeds..................................77
         SECTION 3.19.  FCC Compliance...................................77
         SECTION 3.20.  Security Documents...............................78
         SECTION 3.21.  Copyrights, Trademarks, etc......................79
         SECTION 3.22.  Federal Regulations..............................79
         SECTION 3.23.  Total Borrower Capital...........................79

                                       1
<PAGE>

                                   ARTICLE IV

                                   Conditions

         SECTION 4.01.  Restatement Effective Date.......................79
         SECTION 4.02.  Each Credit Event................................86

                                    ARTICLE V

                              Affirmative Covenants

         SECTION 5.01.  Financial Statements and Other Information.......87
         SECTION 5.02.  Notices of Material Events.......................90
         SECTION 5.03.  Information Regarding Collateral.................90
         SECTION 5.04.  Existence; Conduct of Business...................91
         SECTION 5.05.  Payment of Obligations...........................92
         SECTION 5.06.  Maintenance of Properties........................92
         SECTION 5.07.  Insurance........................................92
         SECTION 5.08.  Casualty and Condemnation........................92
         SECTION 5.09.  Books and Records; Inspection
                          and Audit Rights...............................92
         SECTION 5.10.  Compliance with Laws.............................93
         SECTION 5.11.  Use of Proceeds and Letters of Credit............93
         SECTION 5.12.  Additional Subsidiaries..........................93
         SECTION 5.13.  Further Assurances...............................93
         SECTION 5.14.  Interest Rate Protection.........................95
         SECTION 5.15.    Post-Closing Matters...........................95

                                   ARTICLE VI

                               Negative Covenants

         SECTION 6.01.  Indebtedness; Certain Equity Securities .........96
         SECTION 6.02.  Liens............................................99
         SECTION 6.03.  Fundamental Changes.............................100
         SECTION 6.04.  Investments, Loans, Advances,
                          Guarantees and Acquisitions...................102
         SECTION 6.05.  Asset Sales.....................................103
         SECTION 6.06.  Sale and Leaseback Transactions.................105
         SECTION 6.07.  Hedging Agreements..............................105
         SECTION 6.08.  Restricted Payments; Certain
                          Payments of Indebtedness......................106
         SECTION 6.09.  Transactions with Affiliates....................107
         SECTION 6.10.  Restrictive Agreements..........................108
         SECTION 6.11.  Amendment of Material Documents.................109
         SECTION 6.12.  Certain Financial Covenants.....................109
         SECTION 6.13.  Liabilities of Special Purpose Subsidiaries.....113
         SECTION 6.14.  Designation of Unrestricted Subsidiaries........113

                                       2
<PAGE>

                                   ARTICLE VII

                                Events of Default

                                  ARTICLE VIII

                            The Administrative Agent

                                   ARTICLE IX

                                  Miscellaneous

         SECTION 9.01.  Notice..........................................122
         SECTION 9.02.  Waivers; Amendments.............................122
         SECTION 9.03.  Expenses; Indemnity; Damage Waiver..............125
         SECTION 9.04.  Successors and Assign...........................127
         SECTION 9.05.  Survival........................................130
         SECTION 9.06.  Counterparts; Integration; Effectiveness........130
         SECTION 9.07.  Severability....................................131
         SECTION 9.08.  Right of Setoff.................................131
         SECTION 9.09.  GOVERNING LAW; JURISDICTION;
                          CONSENT TO SERVICE OF PROCESS.................131
         SECTION 9.10.  WAIVER OF JURY TRIAL............................132
         SECTION 9.11.  Headings........................................133
         SECTION 9.12.  Confidentiality.................................133
         SECTION 9.13.  Interest Rate Limitation........................134
         SECTION 9.14.  Release of Subsidiaries.........................134
         SECTION 9.15.  Roberts Term Loans, WOW Term
                          Loans and Southwest Term Loans................135


SCHEDULES:

Schedule 2.01 -- Commitments
Schedule 3.05 -- Real Property
Schedule 3.06 -- Disclosed Matters
Schedule 3.12 -- Subsidiaries
Schedule 3.14 -- Network Area/Licenses
Schedule 3.15 -- Insurance
Schedule 3.22 -- Mortgaged Property
Schedule 4.01 -- Consents and Approvals
Schedule 6.01 -- Existing Indebtedness
Schedule 6.02 -- Existing Liens
Schedule 6.04 -- Existing Investments
Schedule 6.10 -- Existing Restrictions

EXHIBITS:

--------
Exhibit A     --    Form of Assignment and Acceptance
Exhibit B-1   --    Form of Opinion of Borrower's Counsel
Exhibit B-2   --    Opinion of Sprint's Counsel
Exhibit B-3   --    Form of Opinion of Local Counsel
Exhibit C     --    Form of Amended and Restated Guarantee Agreement
Exhibit D     --    Form of Amended and Restated Indemnity,
                    Subrogation and Contribution Agreement
Exhibit E     --    Form of Amended and Restated Pledge Agreement
Exhibit F     --    Form of Amended and Restated Security Agreement
Exhibit G     --    Form of Amended and Restated Consent and Agreement



                                       3
<PAGE>

         AMENDED AND RESTATED CREDIT AGREEMENT dated as of February 14, 2001,
as amended and restated as of March 30, 2001 (this "Agreement"), among ALAMOSA
HOLDINGS, INC., a Delaware corporation ("Superholdings"), ALAMOSA (DELAWARE),
INC., a Delaware corporation formerly known as Alamosa PCS Holdings, Inc.
("Alamosa Delaware"), ALAMOSA HOLDINGS, LLC, a Delaware limited liability
company (the "Borrower"), the LENDERS party hereto, EXPORT DEVELOPMENT
CORPORATION, as Co-Documentation Agent (the "Co-Documentation Agent"), FIRST
UNION NATIONAL BANK, as Documentation Agent (the "Documentation Agent"),
TORONTO DOMINION (TEXAS), INC., as Syndication Agent (the "Syndication Agent"),
and CITICORP USA, INC. as Administrative Agent and Collateral Agent (the
"Administrative Agent").

          Superholdings, Alamosa Delaware, the Borrower, the Lenders, the
Co-Documentation Agent, the Documentation Agent, Syndication Agent and the
Administrative Agent are parties to a Credit Agreement dated as of February 14,
2001 (the "Original Credit Agreement"), pursuant to which the Lenders have
extended credit in the form of (a) Term Loans during the Term Availability
Period in an aggregate principal amount not in excess of $240,000,000, including
$20,000,000 of Roberts Term Loans and $10,000,000 of WOW Term Loans, and (b)
Revolving Loans during the Revolving Availability Period in an aggregate
principal amount not in excess of $40,000,000. On February 14, 2001 (the
"Original Effective Date"), the Borrower borrowed $150,000,000 of Term Loans
under the Original Credit Agreement, including $20,000,000 of Roberts Term Loans
and $10,000,000 of WOW Term Loans.

          The Borrower has requested that the Original Credit Agreement be
amended and restated by this Agreement in order to provide for an extension of
credit by the Lenders in the form of (a) Term Loans during the Term Availability
Period in an aggregate principal amount not in excess of $293,000,000, including
$53,000,000 of Southwest Term Loans, $20,000,000 of Roberts Term Loans and
$10,000,000 of WOW Term Loans, and (b) Revolving Loans during the Revolving
Availability Period in an aggregate principal amount not in excess of
$40,000,000, and to make certain other changes to the terms and conditions of
the Original Credit Agreement.

          Pursuant to or in connection with: (A) an agreement and plan of merger
(the "Southwest Agreement") entered into among Superholdings, Forty Acquisition
Inc., a Delaware corporation and a direct wholly owned subsidiary of
Superholdings ("Southwest Merger Sub"), Southwest PCS Holdings, Inc., a Delaware
corporation ("Southwest Holdings"), and Southwest Holdings's stockholders,
Southwest Holdings will merge with and into Southwest Merger Sub, with Southwest
Holdings surviving the merger, in a transaction in which the stockholders of
Southwest Holdings receive merger consideration consisting of common stock of
Superholdings and up to $5,000,000 in cash (such transaction being referred to
herein as the "Southwest Merger Transaction").



                                       4
<PAGE>

          In connection with the Southwest Merger Transaction and immediately
following the consummation thereof, (a) Alamosa PCS Holdings, Inc., a Delaware
corporation, will merge with and into Southwest Holdings, with Southwest
Holdings surviving the merger but with such surviving entity retaining the name
Alamosa PCS Holdings, Inc. ("APCS"), (b) APCS will contribute 100% of its
ownership interests in SWGP, L.L.C. and SWLP, L.L.C., each an Oklahoma limited
liability company (collectively, the "Oklahoma LLCs"), to Alamosa Delaware, (c)
Alamosa Delaware will contribute 100% of such ownership interests in the
Oklahoma LLCs to the Borrower, (d) on the date hereof, Alamosa Delaware will
make an equity contribution (the "Additional Alamosa Delaware Contribution") to
the Borrower of not less than $22,000,000, (e) the Borrower will obtain the
amended and restated senior secured credit facilities provided for in this
Agreement, (f) the existing $60,000,000 bank credit facility of Southwest PCS,
L.P., a wholly owned subsidiary of the Oklahoma LLCs ("Southwest" and, together
with the Oklahoma LLCs, the "Southwest Entities"; the Southwest Entities,
together with Southwest Holdings, the "Targets"), with BNP Paribas (the
"Southwest Facility") will be terminated, all commitments thereunder will be
canceled and all outstanding indebtedness thereunder will be repaid and all
other indebtedness of the Targets, including (1) the $12,500,000 senior
subordinated debentures held by Paribas Capital Funding, LLC, (2) the $7,500,000
junior subordinated debentures held by Allied Capital Corp. and (3) the
$7,000,000 note held by Chickasaw Holding Company, will be terminated and all
outstanding indebtedness thereunder, including accrued interest thereon, will be
repaid and (g) fees and expenses in connection with the Southwest Transactions
(as defined below) in an aggregate amount of approximately $11,603,000 (the
"Transaction Costs") will be paid. The transactions described in this paragraph,
together with the Southwest Merger Transaction are collectively referred to
herein as the "Southwest Transactions".

          In connection with entering into the Original Credit Agreement and
pursuant to or in connection with: (A) an agreement and plan of reorganization
entered into among Alamosa Delaware, Superholdings, Alamosa Sub I, Inc., a
Delaware corporation formed by Superholdings ("Merger Sub") and Roberts Wireless
Communications L.L.C., a Delaware limited liability company ("Roberts") and the
members thereof, (a) the members of Roberts formed a new limited liability
company ("RW Holdings") that owned all the outstanding equity interests in
Roberts, and (b) RW Holdings merged with and into Superholdings, with
Superholdings surviving the merger, in a transaction in which the members of RW
Holdings received merger consideration consisting of common stock of
Superholdings and up to $4,000,000 in cash (such transactions being referred to
herein collectively as the "Roberts Merger"); and (B) an agreement and plan of
reorganization entered into among Alamosa Delaware, Superholdings, Merger Sub
and Washington Oregon Wireless, LLC, a Delaware limited liability company
("WOW") and certain of the members thereof, (a) the members of WOW formed a new
limited liability company ("WOW Holdings") that owned all the outstanding equity
interests in WOW, and (b) WOW Holdings merged with and into Superholdings with
Superholdings surviving the merger, in a transaction in which the members of WOW
Holdings received merger consideration consisting of common stock of
Superholdings and up to $12,500,000 in cash (such transactions being referred to
herein collectively as the "WOW Merger"). In connection with the foregoing and
immediately following the consummation of the Roberts Merger and the WOW Merger
(i) pursuant to an agreement and plan of reorganization among Alamosa Delaware,
Alamosa PCS Holdings, Inc., Superholdings and Merger Sub, Alamosa PCS Holdings,
Inc. merged with and into Merger Sub with Alamosa PCS Holdings, Inc. surviving
the merger as a wholly owned subsidiary of Superholdings in a transaction in
which the shareholders of Alamosa PCS Holdings, Inc. received merger
consideration consisting of common stock of Superholdings and (ii) Superholdings
became a publicly held corporation. The transactions described in this paragraph
are referred to herein as the "Roberts/WOW Merger Transactions" and, together
with the Southwest Merger Transaction, the "Merger Transactions".

          In addition, in connection with the Roberts/WOW Merger Transactions
and immediately following the consummation thereof, (a) Superholdings
contributed 100% of its ownership interests in Roberts and WOW to Alamosa PCS
Holdings, Inc., (b) Alamosa PCS Holdings, Inc. contributed 100% of such
ownership interests in Roberts and WOW to Alamosa Delaware, (c) Alamosa Delaware
contributed 100% of such ownership interests in Roberts and WOW to the Borrower,
(d) Alamosa Delaware contributed 100% of the equity interests in Alamosa PCS,
Inc. ("Alamosa") to the Borrower, (e) on the Original Effective Date, Alamosa
Delaware or a subsidiary thereof made an equity contribution (the "Alamosa
Delaware Contribution") to the Borrower of not less than $150,000,000 by (i)
contributing to the Borrower (or its subsidiaries) outstanding loans theretofore
made by Alamosa Delaware or a subsidiary thereof to Roberts or its Affiliates
and WOW and/or by (ii) making a direct or indirect cash contribution to the
equity of the Borrower, in an amount equal to the amount, if any, by which the
required equity contribution exceeds the principal amount plus accrued interest
thereon of such contributed loans, (f) on the Original Effective Date, Alamosa
Delaware contributed to the Borrower and/or one or more subsidiaries thereof an
amount equal to $178,500,000 of the net proceeds from the issuance of the 12
1/2% Senior Notes due 2011 of Alamosa Delaware, (g) the existing $175,000,000
bank credit facility of Alamosa with the Export Development Corporation (the
"EDC Facility") was terminated, all commitments thereunder were terminated and
all outstanding indebtedness thereunder was repaid, (h) the Borrower obtained
the senior secured credit facilities provided for under Original Credit
Agreement and (i) fees and expenses in connection with the Roberts/WOW
Transactions (as defined below) in an aggregate amount of approximately
$17,800,000 were paid. The transactions described in this paragraph, together
with the Roberts/WOW Merger Transactions are collectively referred to herein as
the "Roberts/WOW Transactions" and, together with the Southwest Transactions, as
the "Transactions".

          On the Original Effective Date, the proceeds of (i) the Roberts Term
Loans were used solely to refinance an equivalent principal amount of Existing
Roberts Indebtedness, (ii) the WOW Term Loans were used solely to refinance an
equivalent principal amount of Existing WOW Indebtedness and (iii) the remaining
Term Loans made on the Original Effective Date, together with proceeds from the
Alamosa Delaware Contribution, were used solely to (a) pay the cash portion of
the merger consideration of Roberts and WOW, (b) refinance the EDC Facility, (c)
refinance existing indebtedness of Roberts and WOW and (d) pay fees and expenses
related to the Roberts/WOW Transactions. The proceeds of (i) the Southwest Term
Loans are to be used solely to refinance an equivalent principal amount of
Existing Southwest Indebtedness and (ii) the remaining Term Loans and Revolving
Loans made after the Restatement Effective Date are to be used for general
corporate purposes of the Borrower and the Subsidiaries, including funding
capital expenditures, subscriber acquisition and marketing costs, purchases of
spectrum and working capital needs.



                                       5
<PAGE>

          The Lenders, the Co-Documentation Agent, the Documentation Agent,
Syndication Agent and the Administrative Agent are willing to amend and restate
the Original Credit Agreement in the form of this Agreement and the Lenders are
willing to extend the credit provided for herein to the Borrower on the terms
and subject to the conditions set forth herein.


Accordingly, the parties hereto agree as follows:

                                    ARTICLE I

                                   Definitions
                                   -----------

          SECTION 1.01. Defined Terms. As used in this Agreement, the
following terms have the meanings specified below:

          "ABR", when used in reference to any Loan or Borrowing, refers to
whether such Loan, or the Loans comprising such Borrowing, are bearing interest
at a rate determined by reference to the Alternate Base Rate.

          "Adjusted LIBO Rate" means, with respect to any Eurodollar Borrowing
for any Interest Period, an interest rate per annum (rounded upwards, if
necessary, to the next 1/16 of 1%) equal to (a) the LIBO Rate for such Interest
Period multiplied by (b) the Statutory Reserve Rate.

          "Administrative Agent" means Citicorp USA, Inc., in its capacity as
administrative agent for the Lenders hereunder.

          "Administrative Questionnaire" means an Administrative
Questionnaire in a form supplied by the Administrative Agent.

          "Affiliate" means, with respect to a specified Person, another Person
that directly, or indirectly through one or more intermediaries, Controls or is
Controlled by or is under common Control with the Person specified.

          "Agents" means the Administrative Agent, the Syndication Agent,
the Documentation Agent and the Co-Documentation Agent.

          "Aggregate Service Revenue" means for any period, total revenues less
revenues from equipment sales of Alamosa Delaware and its Restricted
Subsidiaries.

          "Alamosa" means Alamosa PCS, Inc., a Delaware corporation and a wholly
owned subsidiary of the Borrower.

          "Alamosa Delaware" means Alamosa (Delaware), Inc., a Delaware
corporation and a wholly owned subsidiary of APCS.

          "Alamosa Delaware Indentures" means (i) the 12 7/8% Senior Discount
Notes Indenture and (ii) the 12 1/2% Senior Notes Indenture.

          "Alternate Base Rate" means, for any day, a rate per annum equal to
the greatest of (a) the Citibank Base Rate in effect on such day, (b) the Base
CD Rate in effect on such day plus 1/2 of 1% and (c) the Federal Funds Effective
Rate in effect on such day plus 1/2 of 1%. Any change in the Alternate Base Rate
due to a change in the Citibank Base Rate, the Base CD Rate or the Federal Funds
Effective Rate shall be effective from and including the effective date of such
change in the Citibank Base Rate, the Base CD Rate or the Federal Funds
Effective Rate, respectively.

          "Annualized EBITDA" means, in respect of any fiscal quarter,
Consolidated EBITDA for the two consecutive fiscal quarters ending on the last
day of such fiscal quarter, multiplied by two.

          "APCS" means Alamosa PCS Holdings, Inc., a Delaware corporation and a
wholly owned subsidiary of Superholdings. APCS is the surviving entity of the
merger of Alamosa PCS Holdings, Inc. with and into Southwest Holdings.

          "Applicable Commitment Fee Rate" means, with respect to the commitment
fee payable pursuant to Section 2.11(a), a rate per annum equal to (x) 1.50% for
each day on which Usage is less than or equal to 33.33%, (y) 1.25% for each day
on which Usage is greater than 33.33% but less than or equal to 66.66% and (z)
1.00% for each day on which Usage is greater than 66.66%. For purposes of the
foregoing, "Usage" means, on any date, the percentage obtained by dividing (i)
the sum of the aggregate outstanding Term Loans and the aggregate Revolving
Exposure on such date by (ii) the sum of the aggregate outstanding Term Loans,
unutilized Term Commitments and Revolving Commitments on such date.

          "Applicable Percentage" means, with respect to any Revolving Lender,
the percentage of the total Revolving Commitments represented by such Lender's
Revolving Commitment. If the Revolving Commitments have terminated or expired,
the Applicable Percentages shall be determined based upon the Revolving
Commitments most recently in effect, giving effect to any assignments.

                                       6
<PAGE>

          "Applicable Rate" means, for any day with respect to any ABR Loan or
Eurodollar Loan, the applicable rate per annum set forth below under the caption
"ABR Spread" or "Eurodollar Spread", as the case may be, based upon the Leverage
Ratio as of the most recent determination date; provided that until September
30, 2002 the "Applicable Rate" shall be the applicable rate per annum set forth
below in Category 1:

<TABLE>
<CAPTION>

                                      ABR               Eurodollar
   Leverage Ratio:                   Spread               Spread
   ---------------                   -------             --------
<S>                                 <C>                  <C>
     Category 1
     ----------
   Initial Spread                    3.00                  4.00

     Category 2
     ----------
Greater than or equal to
      9.0:1.0                        2.75                  3.75

     Category 3
     ----------
Greater than or equal to
     8.0:1.0
  and less than
     9.0:1.0                         2.50                  3.50

     Category 4
     ----------
Greater than or equal to
      6.0:1.0
   and less than
      8.0:1.0                        2.25                  3.25

      Category 5
     ----------
Greater than or equal to
      5.0:1.0
   and less than
      6.0:1.0                        2.00                  3.00

      Category 6
      ----------
   Less than 5.0:1.0                 1.75                  2.75

</TABLE>

          For purposes of the foregoing, (i) the Leverage Ratio shall be
determined as of the end of each fiscal quarter of the Borrower's fiscal year
based upon the Borrower's consolidated financial statements delivered pursuant
to Section 5.01(a) or (b) and (ii) each change in the Applicable Rate resulting
from a change in the Leverage Ratio shall be effective during the period
commencing on and including the date of delivery to the Administrative Agent of
such consolidated financial statements indicating such change and ending on the
date immediately preceding the effective date of the next such change; provided
that the Leverage Ratio shall be deemed to be in Category 1 at the option of the
Administrative Agent or at the request of the Required Lenders if (A) an Event
of Default has occurred and is continuing, during the period of time such Event
of Default is continuing, or (B) the Borrower fails to deliver the consolidated
financial statements required to be delivered by it pursuant to Section 5.01(a)
or (b), during the period from the expiration of the time for delivery thereof
until such consolidated financial statements are delivered.

          "Assessment Rate" means, for any day, the annual assessment rate in
effect on such day that is payable by a member of the Bank Insurance Fund
classified as "well-capitalized" and within supervisory subgroup "B" (or a
comparable successor risk classification) within the meaning of 12 C.F.R. Part
327 (or any successor provision) to the Federal Deposit Insurance Corporation
for insurance by such Corporation of time deposits made in dollars at the
offices of such member in the United States; provided that if, as a result of
any change in any law, rule or regulation, it is no longer possible to determine
the Assessment Rate as aforesaid, then the Assessment Rate shall be such annual
rate as shall be determined by the Administrative Agent to be representative of
the cost of such insurance to the Lenders.

          "Assignment and Acceptance" means an assignment and acceptance entered
into by a Lender and an assignee (with the consent of any party whose consent is
required by Section 9.04), and accepted by the Administrative Agent, in the form
of Exhibit A or any other form approved by the Administrative Agent.

          "Base CD Rate" means the sum of (a) the Three-Month Secondary CD Rate
multiplied by the Statutory Reserve Rate plus (b) the Assessment Rate.

          "Board" means the Board of Governors of the Federal Reserve
System of the United States of America.

          "Borrower" means Alamosa Holdings, LLC, a Delaware limited liability
company and a wholly owned subsidiary of Alamosa Delaware.

          "Borrowing" means Loans of the same Class and Type, made, converted or
continued on the same date and, in the case of Eurodollar Loans, as to which a
single Interest Period is in effect.

                                       7
<PAGE>

          "Borrowing Request" means a request by the Borrower for a Borrowing in
accordance with Section 2.03.

          "Business Day" means any day that is not a Saturday, Sunday or other
day on which commercial banks in New York are authorized or required by law to
remain closed; provided that, when used in connection with a Eurodollar Loan,
the term "Business Day" shall also exclude any day on which banks are not open
for dealings in dollar deposits in the London interbank market.

          "Capital Expenditures" means, for any period, (a) the additions to
property, plant and equipment and other capital expenditures of Alamosa Delaware
and the Restricted Subsidiaries that are (or would be) set forth in a
consolidated statement of cash flows of the Borrower for such period prepared in
accordance with GAAP and (b) Capital Lease Obligations incurred by Alamosa
Delaware and the Restricted Subsidiaries during such period.

          "Capital Lease Obligations" of any Person means the obligations of
such Person to pay rent or other amounts under any lease of (or other
arrangement conveying the right to use) real or personal property, or a
combination thereof, which obligations are required to be classified and
accounted for as capital leases on a balance sheet of such Person under GAAP,
and the amount of such obligations shall be the capitalized amount thereof
determined in accordance with GAAP.

          "Capital Stock" means any and all shares, interests, participations or
other equivalents (however designated) of capital stock of a corporation, any
and all equivalent ownership interests in a Person (other than a corporation)
and any and all warrants, rights or options to purchase or subscribe for any
such warrants, rights or options.

          "Change in Control" means (a) the acquisition of ownership
beneficially or of record, by any Person other than (i) Superholdings of any
Equity Interest in APCS, (ii) APCS of any Equity Interest in Alamosa Delaware or
(iii) Alamosa Delaware of any Equity Interest in the Borrower; (b) the
acquisition of ownership, directly or indirectly, beneficially or of record, by
any Person or group (within the meaning of the Securities Exchange Act of 1934
and the rules of the Securities and Exchange Commission thereunder as in effect
on the date hereof) other than Persons (or Affiliates thereof) owning capital
stock of Superholdings on the Effective Date, of Equity Interests representing
more than 35% of the aggregate ordinary voting power represented by the issued
and outstanding Equity Interests in Superholdings; or (c) occupation of a
majority of the seats (other than vacant seats) on the board of directors of
Superholdings by Persons who were neither (i) nominated by the board of
directors of Superholdings nor (ii) appointed by directors so nominated.

          "Change in Law" means (a) the adoption of any law, rule or regulation
after the date of this Agreement, (b) any change in any law, rule or regulation
or in the interpretation or application thereof by any Governmental Authority
after the date of this Agreement or (c) compliance by any Lender or the Issuing
Bank (or, for purposes of Section 2.14(b), by any lending office of such Lender
or by such Lender's or the Issuing Bank's holding company, if any) with any
request, guideline or directive (whether or not having the force of law) of any
Governmental Authority made or issued after the date of this Agreement.

                                       8
<PAGE>

          "Citibank" means Citicorp USA, Inc., a New York banking
corporation.

          "Citibank Base Rate" means the rate of interest publicly
announced by Citibank, N.A. in New York from time to time as its Citibank
Base Rate.

          "Class", when used in reference to any Loan or Borrowing, refers to
whether such Loan, or the Loans comprising such Borrowing, are Revolving Loans,
or Term Loans and, when used in reference to any Commitment, refers to whether
such Commitment is a Revolving Commitment or Term Commitment.

          "Code" means the Internal Revenue Code of 1986, as amended from time
to time.

          "Co-Documentation Agent" has the meaning set forth in the
preamble of this Agreement.

          "Collateral" means any and all "Collateral", as defined in any
applicable Security Document.

          "Collateral and Guarantee Requirement" means the requirement
that:

          (a) the Administrative Agent shall have received from each Loan Party
     either (i) a counterpart of each of the Security Documents duly executed
     and delivered on behalf of all Loan Parties thereto (ii) in the case of any
     Person that becomes a Loan Party after the Restatement Effective Date, a
     supplement to each Security Document, in the form specified therein, duly
     executed and delivered on behalf of such Loan Party;

          (b) all outstanding Equity Interests of the Borrower and each
     Restricted Subsidiary owned by or on behalf of any Loan Party shall have
     been pledged pursuant to the Pledge Agreement (except that the Loan Parties
     shall not be required to pledge more than 65% of the outstanding voting
     Equity Interests of any Foreign Subsidiary that is not a Loan Party) and
     the Administrative Agent shall have received certificates or other
     instruments representing all such Equity Interests, together with stock
     powers or other instruments of transfer with respect thereto endorsed in
     blank;

          (c) all Indebtedness of Superholdings, APCS, Alamosa Delaware, the
     Borrower and any subsidiary of any of the above that is owing to Alamosa
     Delaware, the Borrower or any Subsidiary Loan Party shall have been pledged
     pursuant to the Security Documents and, to the extent evidenced by a
     promissory note, the Administrative Agent shall have received all such
     promissory notes, together with instruments of transfer with respect
     thereto endorsed in blank;

          (d) all documents and instruments, including Uniform Commercial Code
     financing statements, required by law or reasonably requested by the
     Administrative Agent to be filed, registered or recorded to create the
     Liens intended to be created by the Security Documents and perfect such
     Liens to the extent required by, and with the priority required by, the
     Security Documents, shall have been filed, registered or recorded or
     delivered to the Administrative Agent for filing, registration or
     recording;

          (e) the Administrative Agent shall have received (i) counterparts of a
     Mortgage with respect to each Mortgaged Property duly executed and
     delivered by the record owner of such Mortgaged Property, (ii) a policy or
     policies of title insurance issued by a nationally recognized title
     insurance company insuring the Lien of each such Mortgage as a valid first
     Lien on the Mortgaged Property described therein, free of any other Liens
     except as expressly permitted by Section 6.02, together with such
     endorsements, coinsurance and reinsurance as the Administrative Agent or
     the Required Lenders may reasonably request, and (iii) such surveys,
     abstracts, appraisals, legal opinions and other documents as the
     Administrative Agent or the Required Lenders may reasonably request with
     respect to any such Mortgage or Mortgaged Property; and

          (f) each Loan Party shall have obtained all consents and approvals
     required to be obtained by it in connection with the execution and delivery
     of all Security Documents to which it is a party, the performance of its
     obligations thereunder and the granting by it of the Liens thereunder.

                                       9
<PAGE>

          "Commitment" means a Revolving Commitment, Term Commitment, or any
combination thereof (as the context requires).

          "Communications Act" means the Communications Act of 1934, and any
similar or successor Federal statute, and the rules and regulations and
published policies of the FCC thereunder, all as amended and as the same may be
in effect from time to time.

          "Consent and Agreement" means the Consent and Agreement among Sprint
Spectrum L.P., Sprintcom, Inc., Sprint Communications Company, L.P., Cox
Communications PCS, L.P., Cox PCS License, LLC, Wirelessco, L.P. and the
Administrative Agent, substantially in the form of Exhibit G.

          "Consolidated Cash Interest Expense" means, for any period, the excess
of (a) without duplication, the sum of (i) the interest expense (including
imputed interest expense in respect of Capital Lease Obligations) of Alamosa
Delaware and the Restricted Subsidiaries for such period, determined on a
consolidated basis in accordance with GAAP, (ii) any interest accrued during
such period in respect of Indebtedness of Alamosa Delaware or any Restricted
Subsidiary that is required to be capitalized rather than included in
consolidated interest expense for such period in accordance with GAAP, plus
(iii) any cash payments made during such period in respect of obligations
referred to in clause (b)(y) below that were amortized or accrued in a previous
period, minus (b) without duplication, the sum of (x) to the extent included in
such consolidated interest expense for such period, non-cash amounts
attributable to amortization of financing costs paid in a previous period, plus
(y) to the extent included in such consolidated interest expense for such
period, non-cash amounts attributable to amortization of debt discounts or
accrued interest payable in kind for such period. For purposes of the foregoing,
cash interest expense shall be determined taking into account any net payments
made or received by Alamosa Delaware or any Restricted Subsidiary with respect
to interest rate Hedging Agreements.

          "Consolidated EBITDA" means, for any period, Consolidated Net Income
for such period plus (a) without duplication and to the extent deducted in
determining such Consolidated Net Income, the sum of (i) consolidated interest
expense for such period, (ii) consolidated income tax expense for such period,
(iii) all amounts attributable to depreciation and amortization for such period,
(iv) any extraordinary charges or non-cash charges for such period (provided,
that any cash payment made with respect to any such non-cash charge shall be
subtracted in computing Consolidated EBIDTA during the period in which such cash
payment is made) and (v) other charges to the extent solely attributable to SFAS
133, and minus (b) the sum of (i) interest income of Alamosa Delaware and the
Restricted Subsidiaries for such period and (ii) without duplication and to the
extent included in determining such Consolidated Net Income, any non-cash gains
or extraordinary gains for such period, all determined on a consolidated basis
in accordance with GAAP.

          "Consolidated Fixed Charges" means, for any period, the sum of (a)
Consolidated Cash Interest Expense for such period, (b) the aggregate amount of
scheduled principal payments made during such period in respect of Long-Term
Indebtedness of Alamosa Delaware and the Restricted Subsidiaries (other than
payments made by Alamosa Delaware or any Restricted Subsidiary to Alamosa
Delaware or a Restricted Subsidiary), (c) Capital Expenditures for such period
(other than Capital Expenditures made with the Net Proceeds of Prepayment Events
referred to in clause (a) of the definition of Prepayment Event) and (d) the
aggregate amount of income Taxes paid in cash by Alamosa Delaware and the
Restricted Subsidiaries during such period.

                                      10
<PAGE>

          "Consolidated Net Income" means, for any period, the net income or
loss of Alamosa Delaware and the Restricted Subsidiaries for such period
determined on a consolidated basis in accordance with GAAP (adjusted to reflect,
without duplication, any charge, tax or expense incurred or accrued by
Superholdings or APCS during such period as though such charge, tax or expense
had been incurred by Alamosa Delaware, to the extent that Alamosa Delaware has
made any payment to or for the account of Superholdings or APCS in respect
thereof); provided that there shall be excluded (a) the income of any Person
(other than Alamosa Delaware) in which any other Person (other than Alamosa
Delaware or any Restricted Subsidiary or any director holding qualifying shares
in compliance with applicable law) owns an Equity Interest, except to the extent
of the amount of dividends or other distributions actually paid to Alamosa
Delaware or any of the Restricted Subsidiaries during such period, and (b) the
income or loss of any Person accrued prior to the date it becomes a Restricted
Subsidiary or is merged into or consolidated with Alamosa Delaware or any
Restricted Subsidiary or the date that such Person's assets are acquired by
Alamosa Delaware or any Restricted Subsidiary.

          "Contractual Obligations" means as to any Person, any provision of any
security issued by such Person or any agreement, instrument or other undertaking
to which such Person is a party or to which it or any of its property is bound.

          "Contributed Borrower Equity" means on any date, the sum of (a) the
aggregate amount of cash which shall have been received by the Borrower on or
prior to such date as common equity contributions, plus (b) the aggregate
principal amount of outstanding loans made by Alamosa Delaware or a Subsidiary
thereof to each of Roberts and WOW that have been contributed to the Borrower or
any of its subsidiaries on the Original Effective Date minus (c) the cumulative
aggregate amount of Restricted Payments that are Permitted Equity Proceeds Uses
paid or made by Alamosa Delaware or the Restricted Subsidiaries during the
period from the Original Effective Date through such date.

          "Contributed Equity" means on any date, the aggregate amount of cash
which shall have been received by Alamosa Delaware on or prior to such date as
common equity contributions, minus the cumulative aggregate amount of Restricted
Payments that are Permitted Equity Proceeds Uses paid or made by Alamosa
Delaware or the Restricted Subsidiaries during the period from the Original
Effective Date through such date.

          "Control" means the possession, directly or indirectly, of the power
to direct or cause the direction of the management or policies of a Person,
whether through the ability to exercise voting power, by contract or otherwise.
"Controlling" and "Controlled" have meanings correlative thereto.

          "Covered Pops" means the aggregate number of Pops within each
geographic area for which a System owned by Alamosa Delaware or the Restricted
Subsidiaries that provides coverage of such geographic area has commenced
service.

          "Default" means any event or condition which constitutes an Event of
Default or which upon notice, lapse of time or both would, unless cured or
waived, become an Event of Default.

          "Disclosed Matters" means the actions, suits and proceedings and the
environmental matters disclosed in Schedule 3.06.

          "Documentation Agent" has the meaning set forth in the preamble
of this Agreement.

          "dollars" or "$" refers to lawful United States of America.

                                      11
<PAGE>

          "EDC Facility" means the second amended and restated credit agreement
dated June 23, 2000 (as amended, supplemented or otherwise modified from time to
time) by and among Alamosa, as borrower, Alamosa Delaware, Texas
Telecommunications LP, Alamosa Wisconsin Limited Partnership, Alamosa Delaware
GP, LLC, Alamosa Wisconsin GP, LLC, Alamosa Finance LLC, Alamosa Limited LLC, as
guarantors, Export Development Corporation, as administrative agent and the
lenders named therein.

          "Environmental Laws" means all laws, rules, regulations, codes,
ordinances, orders, decrees, judgments, injunctions, notices or binding
agreements issued, promulgated or entered into by any Governmental Authority,
relating in any way to the environment, preservation or reclamation of natural
resources, the management, release or threatened release of any Hazardous
Material or to health and safety matters.

          "Environmental Liability" means any liability, contingent or otherwise
(including any liability for damages, costs of environmental remediation, fines,
penalties or indemnities), of Superholdings, APCS, Alamosa Delaware, the
Borrower or any Restricted Subsidiary directly or indirectly resulting from or
based upon (a) violation of any Environmental Law, (b) the generation, use,
handling, transportation, storage, treatment or disposal of any Hazardous
Materials, (c) exposure to any Hazardous Materials, (d) the release or
threatened release of any Hazardous Materials into the environment or (e) any
contract, agreement or other consensual arrangement pursuant to which liability
is assumed or imposed with respect to any of the foregoing.

          "Equity Interests" means shares of capital stock, partnership
interests, membership interests in a limited liability company, beneficial
interests in a trust or other equity ownership interests in a Person.

          "ERISA" means the Employee Retirement Income Security Act of 1974, as
amended from time to time.

          "ERISA Affiliate" means any trade or business (whether or not
incorporated) that, together with Alamosa Delaware, is treated as a single
employer under Section 414(b) or (c) of the Code or, solely for purposes of
Section 302 of ERISA and Section 412 of the Code, is treated as a single
employer under Section 414 of the Code.

          "ERISA Event" means (a) any "reportable event", as defined in Section
4043 of ERISA or the regulations issued thereunder with respect to a Plan (other
than an event for which the 30-day notice period is waived); (b) the existence
with respect to any Plan of an "accumulated funding deficiency" (as defined in
Section 412 of the Code or Section 302 of ERISA), whether or not waived; (c) the
filing pursuant to Section 412(d) of the Code or Section 303(d) of ERISA of an
application for a waiver of the minimum funding standard with respect to any
Plan; (d) the incurrence by Alamosa Delaware or any of its ERISA Affiliates of
any liability under Title IV of ERISA with respect to the termination of any
Plan; (e) the receipt by Alamosa Delaware or any ERISA Affiliate from the PBGC
or a plan administrator of any notice relating to an intention to terminate any
Plan or Plans or to appoint a trustee to administer any Plan; (f) the incurrence
by Alamosa Delaware or any of its ERISA Affiliates of any liability with respect
to the withdrawal or partial withdrawal from any Plan or Multiemployer Plan; or
(g) the receipt by Alamosa Delaware or any ERISA Affiliate of any notice, or the
receipt by any Multiemployer Plan from Alamosa Delaware or any ERISA Affiliate
of any notice, concerning the imposition of Withdrawal Liability or a
determination that a Multiemployer Plan is, or is expected to be, insolvent or
in reorganization, within the meaning of Title IV of ERISA.

          "Eurodollar", when used in reference to any Loan or Borrowing, refers
to whether such Loan, or the Loans comprising such Borrowing, are bearing
interest at a rate determined by reference to the Adjusted LIBO Rate.

          "Event of Default" has the meaning assigned to such term in
Article VII.

          "Excess Cash Flow" means, for any fiscal year, the sum (without
duplication) of:

                                      12
<PAGE>

          (a) the consolidated net income (or loss) of Alamosa Delaware and its
     Restricted Subsidiaries for such fiscal year, adjusted to exclude any gains
     or losses attributable to Prepayment Events; plus

          (b) the excess, if any, of the Net Proceeds received during such
     fiscal year by Alamosa Delaware and its consolidated Restricted
     Subsidiaries in respect of any Prepayment Events over the aggregate
     principal amount of Term Loans prepaid pursuant to Section 2.10(c) in
     respect of such Net Proceeds; plus

          (c) depreciation, amortization and other non-cash charges or losses
     deducted in determining such consolidated net income (or loss) for such
     fiscal year; plus

          (d) the sum of (i) the amount, if any, by which Net Working Capital
     decreased during such fiscal year plus (ii) the net amount, if any, by
     which the consolidated deferred revenues and other consolidated accrued
     long-term liability accounts of Alamosa Delaware and its consolidated
     Restricted Subsidiaries increased (other than as a result of purchase
     accounting adjustments) during such fiscal year plus (iii) the net amount,
     if any, by which the consolidated accrued long-term asset accounts of
     Alamosa Delaware and the Restricted Subsidiaries decreased (other than as a
     result of purchase accounting adjustments) during such fiscal year; minus

          (e) the sum of (i) any non-cash gains included in determining such
     consolidated net income (or loss) for such fiscal year plus (ii) the
     amount, if any, by which Net Working Capital increased during such fiscal
     year plus (iii) the net amount, if any, by which the consolidated deferred
     revenues and other consolidated accrued long-term liability accounts of
     Alamosa Delaware and its consolidated Restricted Subsidiaries decreased
     during such fiscal year plus (iv) the net amount, if any, by which the
     consolidated accrued long- term asset accounts of Alamosa Delaware and the
     Restricted Subsidiaries increased during such fiscal year; minus

          (f) the sum of (i) Capital Expenditures made in cash for such fiscal
     year (except to the extent attributable to the incurrence of Capital Lease
     Obligations or otherwise financed by incurring Long- Term Indebtedness)
     plus (ii) cash consideration paid by Alamosa Delaware and the Restricted
     Subsidiaries during such fiscal year to make acquisitions or other capital
     investments (except to the extent financed by incurring Long-Term
     Indebtedness); minus

          (g) the aggregate principal amount of Long-Term Indebtedness repaid or
     prepaid by Alamosa Delaware and the Restricted Subsidiaries during such
     fiscal year, excluding (i) Indebtedness in respect of Revolving Loans
     (except to the extent the Revolving Commitments are permanently reduced in
     the amount of and at the time of any such payment other than pursuant to
     Section 2.10(c) or (d)) and Letters of Credit, (ii) Term Loans prepaid
     pursuant to Section 2.10(c) or (d), and (iii) repayments or prepayments of
     Long-Term Indebtedness financed by incurring other Long-Term Indebtedness.

          "Excluded Assets" means, at any time, the collective reference to all
assets of Alamosa Delaware or any Restricted Subsidiary then subject to a Lien
permitted by sub-Section 6.02(iii) through (v).

          "Excluded Real Property Assets" means Real Property Assets which
constitute Excluded Assets.

          "Excluded Real Property-Related Equipment" means Real
Property-Related Equipment which constitutes Excluded Assets.

          "Excluded Taxes" means, with respect to the Administrative Agent, the
Documentation Agent, the Co- Documentation Agent, the Syndication Agent, any
Lender, the Issuing Bank or any other recipient of any payment to be made by or
on account of any obligation of the Borrower hereunder, (a) income or franchise
taxes imposed on (or measured by) its net income by the United States of
America, or by the jurisdiction under the laws of which such recipient is
organized or in which its principal office is located or, in the case of any
Lender, in which its applicable lending office is located, (b) any branch
profits taxes imposed by the United States of America or any similar tax imposed
by any other jurisdiction described in clause (a) above and (c) in the case of a
Foreign Lender (other than an assignee pursuant to a request by the Borrower
under Section 2.18(b)), any withholding tax that (i) is in effect and would
apply to amounts payable to such Foreign Lender at the time such Foreign Lender
becomes a party to this Agreement (or designates a new lending office), except
to the extent that such Foreign Lender (or its assignor, if any) was entitled,
at the time of designation of a new lending office (or assignment), to receive
additional amounts from the Borrower with respect to any withholding tax
pursuant to Section 2.16(a), or (ii) is attributable to such Foreign Lender's
failure to comply with Section 2.16(e).

                                      13
<PAGE>

          "Existing Roberts Indebtedness" means indebtedness of Roberts
existing on the Original Effective Date under the Roberts Credit Agreement
in an aggregate principal amount of $56,000,000.

          "Existing Southwest Indebtedness" means indebtedness of Southwest
existing on the date hereof under the Southwest Credit Agreement in an aggregate
principal amount of $53,000,000.

          "Existing WOW Indebtedness" means indebtedness of WOW existing on the
Original Effective Date under the WOW Credit Agreement in an aggregate principal
amount of $30,060,318.

          "FCC" means the Federal Communications Commission, or any other
similar or successor agency of the Federal government administering the
Communications Act.

          "Federal Funds Effective Rate" means, for any day, the weighted
average (rounded upwards, if necessary, to the next 1/100 of 1%) of the rates on
overnight Federal funds transactions with members of the Federal Reserve System
arranged by Federal funds brokers, as published on the next succeeding Business
Day by the Federal Reserve Bank of New York, or, if such rate is not so
published for any day that is a Business Day, the average (rounded upwards, if
necessary, to the next 1/100 of 1%) of the quotations for such day for such
transactions received by the Administrative Agent from three Federal funds
brokers of recognized standing selected by it.

          "Financial Covenants" means the covenants set forth in Section 6.12.

          "Financial Officer" means the chief financial officer, principal
accounting officer, treasurer or controller of the Borrower or Alamosa Delaware,
as applicable.

          "Financing Transactions" means the execution, delivery and performance
by each Loan Party of the Loan Documents to which it is to be a party, the
borrowing of Loans, the use of the proceeds thereof and the issuance of Letters
of Credit hereunder.

          "Foreign Lender" means any Lender that is organized under the laws of
a jurisdiction other than that in which the Borrower is located. For purposes of
this definition, the United States of America, each State thereof and the
District of Columbia shall be deemed to constitute a single jurisdiction.

          "Foreign Subsidiary" means any Subsidiary that is organized under the
laws of a jurisdiction other than the United States of America or any State
thereof or the District of Columbia.

          "Funded Debt" means, as of any date, the sum of all Indebtedness for
borrowed money of Alamosa Delaware and the Restricted Subsidiaries, determined
on a consolidated basis, which by its terms matures more than one year after
such date, and any such Indebtedness for borrowed money maturing within one year
from such date which is renewable or extendible at the option of the obligor to
a date more than one year from such date.

          "GAAP" means generally accepted accounting principles in the
United States of America.

          "Governmental Authority" means the government of the United States of
America, any other nation or any political subdivision thereof, whether state or
local, and any agency, authority, instrumentality, regulatory body, court,
central bank or other entity exercising executive, legislative, judicial,
taxing, regulatory or administrative powers or functions of or pertaining to
government.

                                      14
<PAGE>

          "Guarantee" of or by any Person (the "guarantor") means any
obligation, contingent or otherwise, of the guarantor guaranteeing or having the
economic effect of guaranteeing any Indebtedness or other obligation of any
other Person (the "primary obligor") in any manner, whether directly or
indirectly, and including any obligation of the guarantor, direct or indirect,
(a) to purchase or pay (or advance or supply funds for the purchase or payment
of) such Indebtedness or other obligation or to purchase (or to advance or
supply funds for the purchase of) any security for the payment thereof, (b) to
purchase or lease property, securities or services for the purpose of assuring
the owner of such Indebtedness or other obligation of the payment thereof, (c)
to maintain working capital, equity capital or any other financial statement
condition or liquidity of the primary obligor so as to enable the primary
obligor to pay such Indebtedness or other obligation or (d) as an account party
in respect of any letter of credit or letter of guaranty issued to support such
Indebtedness or obligation; provided, that the term Guarantee shall not include
endorsements for collection or deposit in the ordinary course of business. The
amount of any Guarantee shall be deemed to be an amount equal to the stated or
determinable amount of the primary obligation in respect of which such Guarantee
is made or, if not stated or determinable, the maximum anticipated liability in
respect thereof (assuming such Person is required to perform thereunder).

          "Guarantee Agreement" means the Amended and Restated Guarantee
Agreement with respect to the Obligations, substantially in the form of Exhibit
C, made by Superholdings, APCS, Alamosa Delaware and the Subsidiary Loan Parties
in favor of the Collateral Agent for the benefit of the Secured Parties.

          "Hazardous Materials" means all explosive or radioactive substances or
wastes and all hazardous or toxic substances, wastes or other pollutants,
including petroleum or petroleum distillates, asbestos or asbestos containing
materials, polychlorinated biphenyls, radon gas, infectious or medical wastes
and all other substances or wastes of any nature regulated pursuant to any
Environmental Law.

          "Hedging Agreement" means any interest rate swap, cap or collar
agreement or similar arrangement dealing with interest rates or currency
exchange rates or commodity prices or the exchange of nominal interest
obligations, either generally or under specific contingencies or any arrangement
otherwise documented under an ISDA master agreement.

          "Indebtedness" of any Person means, without duplication, (a) all
obligations of such Person for borrowed money or with respect to deposits or
advances of any kind, (b) all obligations of such Person evidenced by bonds,
debentures, notes or similar instruments, (c) all obligations of such Person
under conditional sale or other title retention agreements relating to property
acquired by such Person, (d) all obligations of such Person in respect of the
deferred purchase price of property or services (excluding current accounts
payable incurred in the ordinary course of business), (e) all Indebtedness of
others secured by (or for which the holder of such Indebtedness has an existing
right, contingent or otherwise, to be secured by) any Lien on property owned or
acquired by such Person, whether or not the Indebtedness secured thereby has
been assumed, (f) all Guarantees by such Person of Indebtedness of others, (g)
all Capital Lease Obligations of such Person, (h) all obligations, contingent or
otherwise, of such Person as an account party in respect of letters of credit
and letters of guaranty and (i) all obligations, contingent or otherwise, of
such Person in respect of bankers' acceptances. The Indebtedness of any Person
shall include the Indebtedness of any other entity (including any partnership in
which such Person is a general partner) to the extent such Person is liable
therefor as a result of such Person's ownership interest in or other
relationship with such entity, except to the extent the terms of such
Indebtedness provide that such Person is not liable therefor.

          "Indemnified Taxes" means Taxes other than Excluded Taxes.

          "Indemnity, Subrogation and Contribution Agreement" means the Amended
and Restated Indemnity, Subrogation and Contribution Agreement, substantially in
the form of Exhibit D, among Superholdings, APCS, Alamosa Delaware, the Borrower
and the Subsidiary Loan Parties.

                                      15
<PAGE>

          "Information Memorandum" means the Confidential Information Memorandum
dated January 2001 relating to the Borrower and the Transactions, as
supplemented by Exhibits A and B thereto, the revised sources and uses table
dated January 26, 2001, the revised capitalization tables dated January 26,
2001, the revised model dated January 26, 2001 the revised term sheet dated
January 30, 2001.

          "Interest Election Request" means a request by the Borrower to convert
or continue a Revolving Borrowing or Term Borrowing in accordance with Section
2.06.

          "Interest Payment Date" means (a) with respect to any ABR Loan, the
last day of each March, June, September and December and (b) with respect to any
Eurodollar Loan, the last day of the Interest Period applicable to the Borrowing
of which such Loan is a part and, in the case of a Eurodollar Borrowing with an
Interest Period of more than three months' duration, each day prior to the last
day of such Interest Period that occurs at intervals of three months' duration
after the first day of such Interest Period.

          "Interest Period" means, with respect to any Eurodollar Borrowing, the
period commencing on the date of such Borrowing and ending on the numerically
corresponding day in the calendar month that is one, two, three or six months
thereafter, as the Borrower may elect; provided, that (a) if any Interest Period
would end on a day other than a Business Day, such Interest Period shall be
extended to the next succeeding Business Day unless such next succeeding
Business Day would fall in the next calendar month, in which case such Interest
Period shall end on the next preceding Business Day and (b) any Interest Period
that commences on the last Business Day of a calendar month (or on a day for
which there is no numerically corresponding day in the last calendar month of
such Interest Period) shall end on the last Business Day of the last calendar
month of such Interest Period. For purposes hereof, the date of a Borrowing
initially shall be the date on which such Borrowing is made and thereafter shall
be the effective date of the most recent conversion or continuation of such
Borrowing.

          "Investment" means purchasing, holding or acquiring (including
pursuant to any merger with any Person that was not a Wholly Owned Restricted
Subsidiary prior to such merger) any Capital Stock, evidences of indebtedness or
other securities (including any option, warrant or other right to acquire any of
the foregoing) of, or making or permitting to exist any loans or advances (other
than commercially reasonable extensions of trade credit) to, guaranteeing any
obligations of, or making or permitting to exist any investment in, any other
Person, or purchasing or otherwise acquiring (in one transaction or a series of
transactions) any assets of any Person constituting a business unit. The amount,
as of any date of determination, of any Investment shall be the original cost of
such Investment (including any Indebtedness of a Person existing at the time
such Person becomes a Restricted Subsidiary in connection with any Investment
and any Indebtedness assumed in connection with any acquisition of assets), plus
the cost of all additions, as of such date, thereto and minus the amount, as of
such date, of any portion of such Investment repaid to the investor in cash or
property as a repayment of principal or a return of capital (including pursuant
to any sale or disposition of such Investment), as the case may be (except to
the extent such repaid amount has been included in Consolidated Net Income), but
without any other adjustments for increases or decreases in value, or write-
ups, write-downs or write-offs with respect to such Investment. In determining
the amount of any Investment or repayment involving a transfer of any property
other than cash, such property shall be valued at its fair market value at the
time of such transfer.

          "Issuing Bank" means Citibank, in its capacity as the issuer of
Letters of Credit hereunder, and its successors in such capacity as provided in
Section 2.04(i). The Issuing Bank may, in its discretion, arrange for one or
more Letters of Credit to be issued by Affiliates of the Issuing Bank, in which
case the term "Issuing Bank" shall include any such Affiliate with respect to
Letters of Credit issued by such Affiliate.

          "LC Disbursement" means a payment made by the Issuing Bank pursuant to
a Letter of Credit.

                                      16
<PAGE>

          "LC Exposure" means, at any time, the sum of (a) the aggregate undrawn
amount of all outstanding Letters of Credit at such time plus (b) the aggregate
amount of all LC Disbursements that have not yet been reimbursed by or on behalf
of the Borrower at such time. The LC Exposure of any Revolving Lender at any
time shall be its Applicable Percentage of the total LC Exposure at such time.

          "Lenders" means the Persons listed on Schedule 2.01 and any other
Person that shall have become a party hereto pursuant to an Assignment and
Acceptance, other than any such Person that ceases to be a party hereto pursuant
to an Assignment and Acceptance. Certain Lenders reflected on Schedule 2.01 as
having no Term Commitments became Lenders on the Original Effective Date, or are
becoming Lenders on the Restatement Effective Date, by purchasing, pursuant to
an Assignment and Acceptance, Term Loans in the amounts indicated for such
Lenders on Schedule 2.01 which were initially made by other Lenders on the
Original Effective Date or are initially being made by other Lenders on the
Restatement Effective Date, as the case may be, and such Lenders are executing
this Agreement but shall not be deemed to have any Term Commitments hereunder.

          "Letter of Credit" means any letter of credit issued pursuant to
this Agreement.

          "Leverage Ratio" means, on any date, the ratio of (a) Total
Indebtedness as of such date to (b) Annualized EBITDA of Alamosa Delaware and
the Restricted Subsidiaries in respect of the fiscal quarter ended on such date
(or, if such date is not the last day of a fiscal quarter, ended on the last day
of the fiscal quarter of Alamosa Delaware most recently ended prior to such
date).

          "LIBO Rate" means, with respect to any Eurodollar Borrowing for any
Interest Period, the rate appearing on Page 3750 of the Telerate Service (or on
any successor or substitute page of such Service, or any successor to or
substitute for such Service, providing rate quotations comparable to those
currently provided on such page of such Service, as determined by the
Administrative Agent from time to time for purposes of providing quotations of
interest rates applicable to dollar deposits in the London interbank market) at
approximately 11:00 a.m., London time, two Business Days prior to the
commencement of such Interest Period, as the rate for dollar deposits with a
maturity comparable to such Interest Period. In the event that such rate is not
available at such time for any reason, then the "LIBO Rate" with respect to such
Eurodollar Borrowing for such Interest Period shall be the rate at which dollar
deposits of $5,000,000 and for a maturity comparable to such Interest Period are
offered by the principal London office of the Administrative Agent in
immediately available funds in the London interbank market at approximately
11:00 a.m., London time, two Business Days prior to the commencement of such
Interest Period.

          "License" means any license issued by the FCC that is used in
connection with the operation of a System by Alamosa Delaware or a Restricted
Subsidiary.

          "License Subsidiary" means (a) Washington Oregon Wireless Licenses,
LLC, a Delaware limited liability company, and (b) Southwest PCS Licenses, LLC,
a Delaware limited liability company, and/or any other Wholly Owned Subsidiary
of the Borrower designated as a License Subsidiary by notice to the
Administrative Agent; provided, however, that (i) such Subsidiary has no
obligations or liabilities other than as permitted by Section 3.13, (ii) all the
Capital Stock of such Subsidiary is pledged to the Collateral Agent for the
benefit of the Lenders in accordance with the terms of the Pledge Agreement and
(iii) the Borrower and such Subsidiary have entered into a Special Purpose
Funding Agreement.

          "Lien" means, with respect to any asset, (a) any mortgage, deed of
trust, lien, pledge, hypothecation, encumbrance, charge or security interest in,
on or of such asset, (b) the interest of a vendor or a lessor under any
conditional sale agreement, capital lease or title retention agreement (or any
financing lease having substantially the same economic effect as any of the
foregoing) relating to such asset and (c) in the case of securities, any
purchase option, call or similar right of a third party with respect to such
securities.

                                      17
<PAGE>

          "Loan Documents" means this Agreement and the Security Documents.

          "Loan Parties" means Superholdings, APCS, Alamosa Delaware, the
Borrower and the Subsidiary Loan Parties.

          "Loans" means the loans made by the Lenders to the Borrower
pursuant to this Agreement.

          "Long-Term Indebtedness" means any Indebtedness that, in accordance
with GAAP, constitutes (or, when incurred, constituted) a long-term liability.

          "Material Adverse Effect" means a material adverse effect on (a) the
business, assets, operations, prospects or condition, financial or otherwise, of
Superholdings, APCS, Alamosa Delaware, the Borrower and the Restricted
Subsidiaries, taken as a whole, (b) the ability of the Loan Parties, taken as a
whole, to perform any of their material obligations under the Loan Documents or
(c) any material rights of or benefits available to the Lenders under any Loan
Document.

          "Material Indebtedness" means Indebtedness (other than the Loans and
Letters of Credit), or obligations in respect of one or more Hedging Agreements,
of any one or more of Superholdings, APCS, Alamosa Delaware, the Borrower and
the Restricted Subsidiaries in an aggregate principal amount exceeding
$5,000,000. For purposes of determining Material Indebtedness, the "principal
amount" of the obligations of Superholdings, APCS, Alamosa Delaware, the
Borrower or any Restricted Subsidiary in respect of any Hedging Agreement at any
time shall be the maximum aggregate amount (giving effect to any netting
agreements) that Superholdings, APCS, Alamosa Delaware, the Borrower or such
Restricted Subsidiary would be required to pay if such Hedging Agreement were
terminated at such time.

          "Moody's" means Moody's Investors Service, Inc.

          "Mortgage" means a mortgage, deed of trust, assignment of leases and
rents, leasehold mortgage or other security document granting a Lien on any
Mortgaged Property to secure the Obligations. Each Mortgage shall be
satisfactory in form and substance to the Collateral Agent.

          "Mortgaged Property" means each parcel of real property and
improvements thereto with respect to which a Mortgage is granted pursuant to the
Collateral and Guarantee Requirement under Section 4.01 or Section 5.12 or 5.13.

          "Multiemployer Plan" means a multiemployer plan as defined in
Section 4001(a)(3) of ERISA.

          "Net Proceeds" means, with respect to any event (a) the cash proceeds
received in respect of such event including (i) any cash received in respect of
any non-cash proceeds, but only as and when received, (ii) in the case of a
casualty, insurance proceeds, and (iii) in the case of a condemnation or similar
event, condemnation awards and similar payments, net of (b) the sum of (i) all
reasonable fees (including any underwriting fees, discounts and commissions) and
out-of-pocket expenses paid by Alamosa Delaware, the Borrower and the Restricted
Subsidiaries to third parties (other than Affiliates) in connection with such
event, (ii) in the case of a sale, transfer or other disposition of an asset
(including pursuant to a sale and leaseback transaction or a casualty or a
condemnation or similar proceeding), the amount of all payments required to be
made by Alamosa Delaware, the Borrower and the Restricted Subsidiaries as a
result of such event to repay Indebtedness (other than Loans) secured by such
asset or otherwise subject to mandatory prepayment as a result of such event,
and (iii) the amount of all taxes paid (or reasonably estimated to be payable,
provided that such amounts withheld or estimated for tax payments shall, to the
extent not utilized for the payment of taxes, be deemed to be Net Proceeds) by
Alamosa Delaware, the Borrower and the Restricted Subsidiaries, and the amount
of any reserves established by Alamosa Delaware, the Borrower and the Restricted
Subsidiaries to fund contingent liabilities reasonably estimated to be payable
(provided that any reversal of any such reserves will be deemed to be Net
Proceeds received at the time and in the amount of such reversal), in each case
that are directly attributable to such event (as determined reasonably and in
good faith by the chief financial officer of the Borrower).

                                      18
<PAGE>

          "Net Property, Plant and Equipment" means net property, plant and
equipment of Alamosa Delaware and the Restricted Subsidiaries as determined in
accordance with GAAP.

          "Net Working Capital" means, at any date, (a) the consolidated current
assets of Alamosa Delaware and its Restricted Subsidiaries as of such date
(excluding cash and Permitted Investments) minus (b) the consolidated current
liabilities of Alamosa Delaware and its Restricted Subsidiaries as of such date
(excluding current liabilities in respect of Indebtedness). Net Working Capital
at any date may be a positive or negative number. Net Working Capital increases
when it becomes more positive or less negative and decreases when it becomes
less positive or more negative.

          "Obligations" has the meaning assigned to such term in the
Guarantee Agreement.

          "Oklahoma LLCs" means SWGP, L.L.C. and SWLP, L.L.C., each an
Oklahoma limited liability company and a wholly owned subsidiary of the
Borrower.

          "Other Taxes" means any and all present or future recording, stamp,
documentary, excise, transfer, sales, property or similar taxes, charges or
levies arising from any payment made under any Loan Document or from the
execution, delivery or enforcement of, or otherwise with respect to, any Loan
Document.

          "PBGC" means the Pension Benefit Guaranty Corporation referred to and
defined in ERISA and any successor entity performing similar functions.

          "Perfection Certificate" means a certificate in the form of Annex I of
the Security Agreement or any other form approved by the Collateral Agent.

          "Permitted Encumbrances" means:

          (a) Liens imposed by law for taxes, assessments or other governmental
     charges that are not delinquent or are being contested in compliance with
     Section 5.05;

          (b) carriers', warehousemen's, mechanics', materialmen's, landlords',
     repairmen's and other like Liens imposed by law, arising in the ordinary
     course of business and securing obligations that are not overdue by more
     than 90 days or are being contested in compliance with Section 5.05;

          (c) pledges and deposits made in the ordinary course of business in
     compliance with workers' compensation, unemployment insurance and other
     social security laws or regulations and deposits securing liabilities to
     insurance carriers or in connection with self insurance arrangements;

          (d) deposits to secure the performance of bids, trade contracts,
     leases, statutory obligations, surety and appeal bonds, performance bonds
     and other obligations of a like nature, in each case in the ordinary course
     of business;

          (e) judgment liens in respect of judgments that do not constitute an
     Event of Default under clause (k) of Article VII;

          (f) easements, zoning restrictions, rights-of-way and other
     encumbrances on real property imposed by law or arising in the ordinary
     course of business that do not secure any monetary obligations and do not
     materially detract from the value of the affected property or interfere
     with the ordinary conduct of business of Alamosa Delaware or any Restricted
     Subsidiary;

          (g) restrictions on the transfer of assets contained in any License or
     imposed by the Communications Act or comparable state legislation enacted
     after the date hereof;


                                      19
<PAGE>

          (h) leases or subleases granted to others not interfering in any
     material respect with the business of Alamosa Delaware and the Restricted
     Subsidiaries, taken as a whole, and any interest or title of a lessor under
     any lease (other than a Capital Lease Obligation) not prohibited by this
     Agreement;

          (i) ground leases in respect of real property on which facilities
     owned or leased by Alamosa Delaware or any Restricted Subsidiary are
     located;

          (j) the filing of financing statements regarding leases (other than a
     Capital Lease Obligation) not prohibited by this Agreement, which financing
     statements shall not have the effect of creating, evidencing or perfecting
     any Lien on any property or asset of Alamosa Delaware or any of its
     Restricted Subsidiaries but shall be, in effect, for informational purposes
     only;

          (k) with respect to each Mortgaged Property, the exceptions listed in
     the title insurance policy relating to such Mortgaged Property; and

          (l) minor defects in title that do not interfere with the ability to
     conduct business in the ordinary course or to utilize properties for their
     intended purposes;

provided that the term "Permitted Encumbrances" shall not include any Lien
securing Indebtedness.

          "Permitted Equity Proceeds Use" means the application of cash proceeds
of the equity contributions made by Alamosa Delaware to the Borrower on or prior
to the Restatement Effective Date to any of the following: (i) Investments
pursuant to Sections 6.04(d)(ii) and (l) and (ii) Restricted Payments pursuant
to Sections 6.08(a)(v) and (vi); provided, however, that the aggregate amount of
such Restricted Payments plus the aggregate amount of such Investments at any
time outstanding does not exceed $50,000,000.

          "Permitted Investments" means:

          (a) direct obligations of, or obligations the principal of and
     interest on which are unconditionally guaranteed by, the United States of
     America (or by any agency thereof to the extent such obligations are backed
     by the full faith and credit of the United States of America), in each case
     maturing within one year from the date of acquisition thereof;

          (b) investments in commercial paper maturing within 270 days from the
     date of acquisition thereof and having, at such date of acquisition, a
     credit rating of A-1 or better or P-1 or better from S&P or from Moody's,
     respectively;

          (c) investments in certificates of deposit, banker's acceptances and
     time deposits maturing within 180 days from the date of acquisition thereof
     issued or guaranteed by or placed with, and money market deposit accounts
     issued or offered by, any domestic office of any commercial bank organized
     under the laws of the United States of America or any State thereof which
     has a combined capital and surplus and undivided profits of not less than
     $500,000,000;

          (d) fully collateralized repurchase agreements with a term of not more
     than 30 days for securities described in clause (a) above and entered into
     with a financial institution satisfying the criteria described in clause
     (c) above; and

                                      20
<PAGE>

          (e) investments in money market funds substantially all of whose
     assets consist of securities of the types described in clauses (a) through
     (d) above.

          "Person" means any natural person, corporation, limited liability
company, trust, joint venture, association, company, partnership, Governmental
Authority or other entity.

          "Plan" means any employee pension benefit plan (other than a
Multiemployer Plan) subject to the provisions of Title IV of ERISA or Section
412 of the Code or Section 302 of ERISA, and in respect of which Alamosa
Delaware or any ERISA Affiliate is (or, if such plan were terminated, would
under Section 4069 of ERISA be deemed to be) an "employer" as defined in Section
3(5) of ERISA.

          "Pledge Agreement" means the Amended and Restated Pledge Agreement,
substantially in the form of Exhibit E, among Alamosa Delaware, the Borrower,
the Subsidiary Loan Parties and the Collateral Agent, for the benefit of the
Secured Parties.

          "Pops" means, as of any date, with respect to any BTA, MTA, MSA or
RSA, as applicable, the population of such BTA, MTA, MSA, or RSA, as applicable,
as such number is most recently published in the "PCS Atlas and Data Book" by
Paul Kagen Associates, Inc.

          "Prepayment Event" means:

          (a) any sale, transfer or other disposition (including pursuant to a
     sale and leaseback transaction) of any property or asset of Alamosa
     Delaware or any Restricted Subsidiary, other than (i) dispositions
     described in clauses (a), (b) and (c) of Section 6.05 and (ii) other
     dispositions resulting in aggregate Net Proceeds not exceeding $1,000,000
     during any fiscal year of Alamosa Delaware; or

          (b) any casualty or other insured damage to, or any taking under power
     of eminent domain or by condemnation or similar proceeding of, any property
     or asset of Alamosa Delaware or any Restricted Subsidiary, but only to the
     extent that the Net Proceeds therefrom have not been applied to repair,
     restore or replace such property or asset within 270 days after such event;
     or

          (c) the incurrence by Superholdings, APCS, Alamosa Delaware, the
     Borrower or any Restricted Subsidiary of any Indebtedness, other than
     Indebtedness permitted by Section 6.01.

          "Pro Forma Debt Service" means, as of the last day of any fiscal
quarter, the sum of (a) projected Consolidated Cash Interest Expense for the
period of four fiscal quarters immediately following such fiscal quarter and (b)
the aggregate amount of scheduled principal payments to be made during such
period of four fiscal quarters in respect of Long-Term Indebtedness of Alamosa
Delaware and the Restricted Subsidiaries outstanding on such date. For purposes
of the foregoing, (i) interest with respect to floating rate Indebtedness shall
be deemed to accrue during such period of four fiscal quarters at the same rates
in effect on the determination date, giving effect to interest rate Hedging
Agreements in effect on the determination date to the extent applicable to such
period and (ii) except for then-scheduled amortization payments, all
Indebtedness outstanding on the determination date shall be assumed to remain
outstanding during such period of four fiscal quarters.

                                      21
<PAGE>

          "Public Information Memorandum" means the Information Memorandum dated
January 2001 relating to the Borrower and the Transactions and containing only
publicly available information.

          "Real Property Assets" means all interests (including leasehold
interests) of Alamosa Delaware and its Restricted Subsidiaries in real property.

          "Real Property Subsidiary" means each of (a) Roberts Wireless
Properties, LLC, (b) Washington Oregon Wireless Properties, LLC, (c) Alamosa
(Wisconsin) Properties, LLC, (d) Alamosa Properties, LP and (e) Southwest PCS
Properties, LLC and/or any Wholly Owned Subsidiary of the Borrower designated by
the Borrower as a Real Property Subsidiary by notice to the Administrative
Agent; provided, however, that (i) such Subsidiary has no obligations or
liabilities other than as permitted by Section 3.13, (ii) the stock of such
Subsidiary is pledged to the Collateral Agent for the benefit of the Lenders in
accordance with the terms of the Pledge Agreement and (iii) the Borrower and
such Subsidiary have entered into a Special Purpose Subsidiary Funding
Agreement.

          "Real Property-Related Equipment" means all equipment (as defined in
the UCC) of Alamosa Delaware or any Restricted Subsidiary that constitutes a
fixture (as defined in the UCC) on Real Property Assets.

          "Register" has the meaning set forth in Section 9.04.

          "Related Parties" means, with respect to any specified Person, such
Person's Affiliates and the respective directors, officers, employees, agents
and advisors of such Person and such Person's Affiliates.

          "Required Lenders" means, at any time, Lenders having Revolving
Exposures, Term Loans and unused Commitments representing more than 50% of the
sum of the total Revolving Exposures, outstanding Term Loans and unused
Commitments at such time.

          "Requirement of Law" means, as to any Person, the certificate of
incorporation and by-laws, the partnership agreement or other organizational or
governing documents of such Person, and any law, treaty, rule or regulation, or
determination, judgment, writ, injunction, decree or order of an arbitrator or a
court or other Governmental Authority, in each case applicable to or binding
upon such Person or any of its property or to which such Person or any of its
property is subject.

          "Restatement Effective Date" means the date on which the conditions
specified in Section 4.01 are satisfied (or waived in accordance with Section
9.02).

          "Restricted Payment" means any dividend or other distribution (whether
in cash, securities or other property) with respect to any Equity Interests in
Superholdings, APCS, Alamosa Delaware, the Borrower or any Restricted
Subsidiary, or any payment (whether in cash, securities or other property),
including any sinking fund or similar deposit, on account of the purchase,
redemption, retirement, acquisition, cancelation or termination of any Equity
Interests in Superholdings, APCS, Alamosa Delaware, the Borrower or any
Restricted Subsidiary or any option, warrant or other right to acquire any such
Equity Interests in Superholdings, APCS, Alamosa Delaware, the Borrower or any
Restricted Subsidiary.

          "Restricted Subsidiary" means any Subsidiary that is not an
Unrestricted Subsidiary.

          "Revolving Availability Period" means the period from and including
the Restatement Effective Date to but excluding the earlier of the Revolving
Maturity Date and the date of termination of the Revolving Commitments.

                                      22
<PAGE>

          "Revolving Commitment" means, with respect to each Lender, the
commitment, if any, of such Lender to make Revolving Loans and to acquire
participations in Letters of Credit, expressed as an amount representing the
maximum aggregate amount of such Lender's Revolving Exposure hereunder, as such
commitment may be (a) reduced from time to time pursuant to Section 2.07 and (b)
reduced or increased from time to time pursuant to assignments by or to such
Lender pursuant to Section 9.04. The initial amount of each Lender's Revolving
Commitment is set forth on Schedule 2.01, or in the Assignment and Acceptance
pursuant to which such Lender shall have assumed its Revolving Commitment, as
applicable. The initial aggregate amount of the Lenders' Revolving Commitments
is $40,000,000.

          "Revolving Exposure" means, with respect to any Lender at any time,
the sum of the outstanding principal amount of such Lender's Revolving Loans and
its LC Exposure at such time.

          "Revolving Lender" means a Lender with a Revolving Commitment or, if
the Revolving Commitments have terminated or expired, a Lender with Revolving
Exposure.

          "Revolving Loan" means a Loan made pursuant to clause (b) of
Section 2.01.

          "Revolving Maturity Date" means February 14, 2008.

          "Roberts" means Roberts Wireless Communications L.L.C., a Missouri
limited liability company and a wholly owned subsidiary of the Borrower.

          "Roberts Credit Agreement" means the Credit Agreement, dated as of
September 8, 1999 (as amended, supplemented or otherwise modified from time to
time), among Roberts, the lenders party thereto, State Street Bank and Trust
Company, as Collateral Agent, and Lucent Technologies Inc., as Administrative
Agent.

          "Roberts Term Loans" means $20,000,000 principal amount of Term Loans
made on the Original Effective Date the proceeds of which (together with the
proceeds of other Term Loans) were utilized to repay Existing Roberts
Indebtedness under the Roberts Credit Agreement.

          "S&P" means Standard & Poor's.

          "Secured Parties" has the meaning assigned to such term in the
Security Agreement.

          "Secured Real Property Assets" means all Real Property Assets
(including Mortgaged Properties) in which the Administrative Agent, for the
benefit of the Secured Parties, has a first priority perfected Mortgage or other
first priority perfected security interest pursuant to the Security Documents.

          "Secured Real Property-Related Equipment" means Real Property-Related
Equipment in which the Administrative Agent, for the benefit of the Secured
Parties, has a first priority perfected security interest pursuant to the
Security Documents.

          "Security Agreement" means the Amended and Restated Security
Agreement, substantially in the form of Exhibit F, among Alamosa Delaware, the
Borrower, the Subsidiary Loan Parties and the Collateral Agent, for the benefit
of the Secured Parties.

          "Security Documents" means the Guarantee Agreement, the Indemnity,
Subrogation and Contribution Agreement, the Pledge Agreement and the Security
Agreement, the Mortgages and each other security agreement or other instrument
or document executed and delivered pursuant to Section 5.12 or 5.13 to secure
any of the Obligations.


                                      23
<PAGE>

          "Senior Borrower Debt" means, on any date, the aggregate principal
amount of Indebtedness of the Borrower and its Restricted Subsidiaries, other
than unsecured Indebtedness subordinated to the obligations of the Borrower and
its Restricted Subsidiaries under the Loan Documents in a manner satisfactory to
the Required Lenders, that would be reflected on a consolidated balance sheet of
the Borrower and its Restricted Subsidiaries prepared as of such date in
accordance with GAAP; provided that any such Indebtedness attributable solely to
the application of SFAS 133 shall not be included as Senior Borrower Debt.

          "Senior Debt" means, on any date, Total Indebtedness on such date less
(without duplication) the outstanding amount on such date of any unsecured
Indebtedness of Alamosa Delaware and the Restricted Subsidiaries that is
subordinated to the obligations of Alamosa Delaware and the Restricted
Subsidiaries under the Loan Documents in a manner satisfactory to the Required
Lenders.

          "Senior Leverage Ratio" means, on any date, the ratio of (a) Senior
Borrower Debt as of such date to (b) Annualized EBITDA in respect of the fiscal
quarter ended on such date (or, if such date is not the last day of a fiscal
quarter, ended on the last day of the fiscal quarter of Alamosa Delaware most
recently ended prior to such date).

          "Service Regions" means (i) the BTAs, MSAs and RSAs listed on Schedule
3.14 (excluding any areas in which Alamosa Delaware and its Restricted
Subsidiaries have ceased to provide service with the consent of the Required
Lenders) and (ii) any other geographic areas with respect to which Alamosa
Delaware or its Restricted Subsidiaries acquire Licenses (or rights to exploit
Licenses substantially equivalent to the rights granted in the Sprint
Agreements) after the date hereof in accordance with the terms of this
Agreement.

          "Southwest" means Southwest PCS, L.P., an Oklahoma limited partnership
and a wholly owned subsidiary of the Oklahoma LLCs.

          "Southwest Credit Agreement" mean the Amended and Restated Credit
Agreement dated as of April 30, 1999, as amended and restated as of September
22, 2000 (as amended, supplemented or otherwise modified from time to time),
among Southwest, the banks party thereto and BNP Paribas, as Agent.

          "Southwest Term Loans" means $53,000,000 principal amount of Term
Loans made on the Restatement Effective Date the proceeds of which were utilized
to repay Existing Southwest Indebtedness under the Southwest Credit Agreement.

          "Special Purpose Subsidiary" means each License Subsidiary and
each Real Property Subsidiary.

          "Special Purpose Subsidiary Funding Agreement" means an agreement
between the Borrower and each Special Purpose Subsidiary whereby (i) such
Special Purpose Subsidiary agrees to provide to the Borrower and its operating
Subsidiaries the benefit of the use of such Special Purpose Subsidiary's assets,
(b) the Borrower and its operating Subsidiaries agree to pay to such Special
Purpose Subsidiary an amount equal to all liabilities of such Special Purpose
Subsidiary less any amounts contributed by the Borrower or any operating
Subsidiary to the equity of such Special Purpose Subsidiary for the purpose of
paying such liabilities, (c) the Borrower and its operating Subsidiaries agree
to cause all Contractual Obligations of such Special Purpose Subsidiary to be
performed and all Requirements of Law of such Special Purpose Subsidiary to be
complied with and (d) the Borrower and such Special Purpose Subsidiary agree,
for the benefit of the Administrative Agent and the Secured Parties, to the
assignment by each of its rights thereunder to the Administrative Agent for the
benefit of the Secured Parties.

          "Sprint Agreements" means the Management Agreements, the Sprint PCS
Services Agreements, the Sprint Spectrum Trademark and Service Mark License
Agreements and the Sprint Trademark and Service Mark License Agreements entered
into by (i) Texas Telecommunications, LP as of December 23, 1999, (ii) Alamosa
Wisconsin Limited Partnership as of December 6, 1999, (iii) Roberts Wireless
Communications, L.L.C. as of June 8, 1998, (iv) Washington Oregon Wireless LLC
as of January 25, 1999 and (v) Southwest PCS, L.P. as of July 10, 1998.

                                      24
<PAGE>

          "Sprint PCS" means any one or more of the parties, other than the
Borrower or its subsidiaries, who are signatories to the Sprint Agreements,
including, without limitation, the following: Sprint Spectrum L.P.,
Sprintcom, Inc., Sprint Communications Company, L.P., Cox Communications
PCS, L.P., Cox PCS License, LLC and Wirelessco, L.P.

          "Statutory Reserve Rate" means a fraction (expressed as a decimal),
the numerator of which is the number one and the denominator of which is the
number one minus the aggregate of the maximum reserve percentages (including any
marginal, special, emergency or supplemental reserves) expressed as a decimal
established by the Board to which the Administrative Agent is subject (a) with
respect to the Base CD Rate, for new negotiable nonpersonal time deposits in
dollars of over $100,000 with maturities approximately equal to three months and
(b) with respect to the Adjusted LIBO Rate, for eurocurrency funding (currently
referred to as "Eurocurrency Liabilities" in Regulation D of the Board). Such
reserve percentages shall include those imposed pursuant to such Regulation D.
Eurodollar Loans shall be deemed to constitute eurocurrency funding and to be
subject to such reserve requirements without benefit of or credit for proration,
exemptions or offsets that may be available from time to time to any Lender
under such Regulation D or any comparable regulation. The Statutory Reserve Rate
shall be adjusted automatically on and as of the effective date of any change in
any reserve percentage.

          "Subscribers" means, as of any date, all customers then receiving
Wireless Services from Alamosa Delaware or any of its Restricted Subsidiaries,
none of the subscriber payments (other than those disputed in good faith by such
customer) of which are, as of such date, past due for such period as Sprint PCS
may have established for terminating such customer's service.

          "subsidiary" means, with respect to any Person (the "parent") at any
date, any corporation, limited liability company, partnership, association or
other entity the accounts of which would be consolidated with those of the
parent in the parent's consolidated financial statements if such financial
statements were prepared in accordance with GAAP as of such date, as well as any
other corporation, limited liability company, partnership, association or other
entity (a) of which securities or other ownership interests representing more
than 50% of the equity or more than 50% of the ordinary voting power or, in the
case of a partnership, more than 50% of the general partnership interests are,
as of such date, owned, controlled or held, or (b) that is, as of such date,
otherwise Controlled, by the parent or one or more subsidiaries of the parent or
by the parent and one or more subsidiaries of the parent.

          "Subsidiary" means any subsidiary of Alamosa Delaware. For purposes of
the representations and warranties made herein on (i) the Original Effective
Date, the term "Subsidiary" includes each of Roberts and WOW and their
respective subsidiaries and (ii) the Restatement Effective Date, the term
"Subsidiary" includes each of the Southwest Entities and their respective
subsidiaries.

          "Subsidiary Loan Party" means any wholly owned Restricted Subsidiary
that is not a Foreign Subsidiary.

          "Superholdings" means Alamosa Holdings, Inc., a Delaware
corporation.

          "Syndication Agent" has the meaning set forth in the preamble of
this Agreement.

          "System" means, as to any Person, assets consisting of a radio
communications system authorized under the rules of the FCC for wireless
communications services (including any owned license and the network, marketing,
distribution, sales, customer interface and operating functions relating to the
provision of such services) owned or leased and operated by such Person.

                                      25
<PAGE>

          "Taxes" means any and all present or future taxes, levies, imposts,
duties, deductions, charges or withholdings imposed by any Governmental
Authority.

          "Term Availability Period" means the period from and including the
Restatement Effective Date to but excluding the earlier of (a) the date the Term
Commitments are terminated and (b) the Term Commitment Termination Date.

          "Term Commitment" means, with respect to each Lender, the commitment,
if any, of such Lender to make a Term Loan hereunder, expressed as an amount
representing the maximum principal amount of the Term Loan to be made by such
Lender hereunder, as such commitment may be (a) reduced from time to time
pursuant to Section 2.07 and (b) reduced or increased from time to time pursuant
to assignments by or to such Lender pursuant to Section 9.04. The initial amount
of each Lender's Term Commitment is set forth on Schedule 2.01, or in the
Assignment and Acceptance pursuant to which such Lender shall have assumed its
Commitment, as applicable. The initial aggregate amount of the Lenders' Term
Commitments is $293,000,000.

          "Term Commitment Termination Date" means the date that is twelve
months after the Original Effective Date.

          "Term Lender" means a Lender with a Term Commitment or an outstanding
Term Loan.

          "Term Loan" means a loan made pursuant to clause (a) of Section 2.01.

          "Term Maturity Date" means February 14, 2008.

          "Three-Month Secondary CD Rate" means, for any day, the secondary
market rate for three-month certificates of deposit reported as being in effect
on such day (or, if such day is not a Business Day, the next preceding Business
Day) by the Board through the public information telephone line of the Federal
Reserve Bank of New York (which rate will, under the current practices of the
Board, be published in Federal Reserve Statistical Release H.15(519) during the
week following such day) or, if such rate is not so reported on such day or such
next preceding Business Day, the average of the secondary market quotations for
three-month certificates of deposit of major money center banks in New York
received at approximately 10:00 a.m., New York time, on such day (or, if such
day is not a Business Day, on the next preceding Business Day) by the
Administrative Agent from three negotiable certificate of deposit dealers of
recognized standing selected by it.

          "Total Borrower Capital" means at any date, the sum of (a) the sum on
such date of all Indebtedness for borrowed money of the Borrower and its
Restricted Subsidiaries, determined on a consolidated basis, which by its terms
matures more than one year after such date, and any such Indebtedness for
borrowed money maturing within one year from such date which is renewable or
extendible at the option of the obligor to a date more than one year from such
date, that would, in each case, be reflected on a consolidated balance sheet of
the Borrower and its Restricted Subsidiaries prepared as of such date in
accordance with GAAP, plus (b) the aggregate amount on such date of Contributed
Borrower Equity.

          "Total Capital" means at any date, the sum of (a) Funded Debt on such
date plus (b) Contributed Equity on such date.

          "Total Indebtedness" means, as of any date, the aggregate principal
amount of Indebtedness of Alamosa Delaware and the Restricted Subsidiaries
outstanding as of such date, in the amount that would be reflected on a
consolidated balance sheet of Alamosa Delaware and the Restricted Subsidiaries
prepared as of such date in accordance with GAAP; provided that any such
Indebtedness attributable solely to the application of SFAS 133 shall not be
included in Total Indebtedness.

          "12 1/2% Senior Notes" means the 12 1/2% Senior Notes due 2011 of
Alamosa Delaware issued under the 12 1/2% Senior Notes Indenture in an aggregate
principal amount equal to $250,000,000.


                                      26
<PAGE>

          "12 1/2% Senior Notes Indenture" means the Indenture dated as of
January 31, 2001, between Alamosa Delaware, the subsidiary guarantors party
thereto and Wells Fargo Bank Minnesota, N.A., as trustee.

          "12 7/8% Senior Discount Notes" means the 12 7/8% Senior Discount
Notes due 2010 of Alamosa Delaware issued under the 12 7/8% Senior Discount
Notes Indenture in an aggregate principal amount equal to $350,000,000.

          "12 7/8% Senior Discount Notes Indenture" means the Indenture dated as
of February 8, 2000, between Alamosa Delaware and Norwest Bank Minnesota, N.A.
as trustee.

          "Type", when used in reference to any Loan or Borrowing, refers to
whether the rate of interest on such Loan, or on the Loans comprising such
Borrowing, is determined by reference to the Adjusted LIBO Rate or the Alternate
Base Rate.

          "UCC" means the Uniform Commercial Code of the State of New York.

          "Unrestricted Subsidiary" means any Subsidiary of Alamosa Delaware
that has been designated as an Unrestricted Subsidiary by Alamosa Delaware
pursuant to and in compliance with Section 6.14. No Unrestricted Subsidiary may
own any Capital Stock of a Restricted Subsidiary.

          "Wholly Owned Subsidiary" of any Person shall mean a subsidiary of
such Person of which Securities (except for directors' qualifying shares) or
other ownership interests representing 100% of the equity or 100% of the
ordinary voting power or 100% of the general partnership interests are, at the
time any determination is being made, owned, controlled or held by such Person
or one or more wholly owned subsidiaries of such Person or by such Person and
one or more wholly owned subsidiaries of such Person.

          "Wireless Services" means broadband personal communications services
or cellular services provided in one or more Systems.

          "Wireless Telecommunications Business" means (a) the ownership,
design, construction, development, acquisition, installation or management of
one or more Systems to provide Wireless Services as part of an affiliation
program with Sprint PCS, (b) the delivery or distribution of Wireless Services
as part of an affiliation program with Sprint PCS or (c) any business or
activity reasonably related to the activities described in clauses (a) or (b) of
this definition, including, without limitation, the acquisition, holding or
exploitation of any license relating to the activities described in clauses (a)
or (b) of this definition.

          "Withdrawal Liability" means liability to a Multiemployer Plan as a
result of a complete or partial withdrawal from such Multiemployer Plan, as such
terms are defined in Part I of Subtitle E of Title IV of ERISA.

          "WOW" means Washington Oregon Wireless, LLC, an Oregon limited
liability company and a wholly owned subsidiary of the Borrower.

          "WOW Credit Agreement" means the Credit Agreement dated as of April
12, 2000 (as amended, supplemented or otherwise modified from time to time),
among WOW, CoBank, ACB, as Administrative Agent and the lenders party thereto.

          "WOW Term Loans" means $10,000,000 principal amount of Term Loans made
on the Original Effective Date the proceeds of which (together with the proceeds
of other Term Loans) were utilized to repay Existing WOW Indebtedness under the
WOW Credit Agreement.


                                      27
<PAGE>

          SECTION 1.02. Classification of Loans and Borrowings. For purposes of
this Agreement, Loans may be classified and referred to by Class (e.g., a
"Revolving Loan") or by Type (e.g., a "Eurodollar Loan") or by Class and Type
(e.g., a "Eurodollar Revolving Loan"). Borrowings also may be classified and
referred to by Class (e.g., a "Revolving Borrowing") or by Type (e.g., a
"Eurodollar Borrowing") or by Class and Type (e.g., a "Eurodollar Revolving
Borrowing").

          SECTION 1.03. Terms Generally. The definitions of terms herein shall
apply equally to the singular and plural forms of the terms defined. Whenever
the context may require, any pronoun shall include the corresponding masculine,
feminine and neuter forms. The words "include", "includes" and "including" shall
be deemed to be followed by the phrase "without limitation". The word "will"
shall be construed to have the same meaning and effect as the word "shall".
Unless the context requires otherwise (a) any definition of or reference to any
agreement, instrument or other document herein shall be construed as referring
to such agreement, instrument or other document as from time to time amended,
supplemented or otherwise modified (subject to any restrictions on such
amendments, supplements or modifications set forth herein), (b) any reference
herein to any Person shall be construed to include such Person's successors and
assigns, (c) the words "herein", "hereof" and "hereunder", and words of similar
import, shall be construed to refer to this Agreement in its entirety and not to
any particular provision hereof, (d) all references herein to Articles,
Sections, Exhibits and Schedules shall be construed to refer to Articles and
Sections of, and Exhibits and Schedules to, this Agreement and (e) the words
"asset" and "property" shall be construed to have the same meaning and effect
and to refer to any and all tangible and intangible assets and properties,
including cash, securities, accounts and contract rights.

          SECTION 1.04. Accounting Terms; GAAP. Except as otherwise expressly
provided herein, all terms of an accounting or financial nature shall be
construed in accordance with GAAP, as in effect from time to time; provided
that, if the Borrower notifies the Administrative Agent that the Borrower
requests an amendment to any provision hereof to eliminate the effect of any
change occurring after the date hereof in GAAP or in the application thereof on
the operation of such provision (or if the Administrative Agent notifies the
Borrower that the Required Lenders request an amendment to any provision hereof
for such purpose), regardless of whether any such notice is given before or
after such change in GAAP or in the application thereof, then such provision
shall be interpreted on the basis of GAAP as in effect and applied immediately
before such change shall have become effective until such notice shall have been
withdrawn or such provision amended in accordance herewith.

                                      28
<PAGE>

                                   ARTICLE II

                                   The Credits

          SECTION 2.01. Commitments. Subject to the terms and conditions set
forth herein, each Lender agrees (a) to continue as Term Loans hereunder,
including as Roberts Term Loans and WOW Term Loans hereunder, the aggregate
principal amount of "Term Loans", including "Roberts Term Loans" and "WOW Term
Loans", under and as defined in the Original Credit Agreement that are
outstanding on the Restatement Effective Date (such Lender's "Outstanding
Loans"), (b) to make additional Term Loans, including Southwest Term Loans, to
the Borrower from time to time during the Term Availability Period in a
principal amount not exceeding the excess of such Lender's Term Commitment, if
any, over the amount of such Lender's Outstanding Loans and (c) to make
Revolving Loans to the Borrower from time to time during the Revolving
Availability Period in an aggregate principal amount that will not result in
such Lender's Revolving Exposure exceeding such Lender's Revolving Commitment;
provided, no Revolving Loans shall be made until all Term Commitments have been
borrowed; provided further, that, on the Restatement Effective Date, the
Borrower must borrow a minimum aggregate principal amount of $53,000,000 of Term
Loans. Within the foregoing limits and subject to the terms and conditions set
forth herein, the Borrower may borrow, prepay and reborrow Revolving Loans.
Amounts repaid in respect of Term Loans may not be reborrowed.

          SECTION 2.02. Loans and Borrowings. (a) Each Loan shall be made as
part of a Borrowing consisting of Loans of the same Class and Type made by the
Lenders ratably in accordance with their respective unutilized Commitments of
the applicable Class. The failure of any Lender to make any Loan required to be
made by it shall not relieve any other Lender of its obligations hereunder;
provided that the Commitments of the Lenders are several and no Lender shall be
responsible for any other Lender's failure to make Loans as required.

          (b) Subject to Section 2.13, each Revolving Borrowing and Term
Borrowing shall be comprised entirely of ABR Loans or Eurodollar Loans as the
Borrower may request in accordance herewith. Each Lender at its option may make
any Eurodollar Loan by causing any domestic or foreign branch or Affiliate of
such Lender to make such Loan; provided that any exercise of such option shall
not affect the obligation of the Borrower to repay such Loan in accordance with
the terms of this Agreement.

          (c) At the commencement of each Interest Period for any Eurodollar
Borrowing, such Borrowing shall be in an aggregate amount that is an integral
multiple of $1,000,000 and not less than $5,000,000. At the time that each ABR
Borrowing is made, such Borrowing shall be in an aggregate amount that is an
integral multiple of $1,000,000 and not less than $5,000,000; provided that an
ABR Revolving Borrowing may be in an aggregate amount that is equal to the
entire unused balance of the total Revolving Commitments or that is required to
finance the reimbursement of an LC Disbursement as contemplated by Section
2.04(e). Borrowings of more than one Type and Class may be outstanding at the
same time; provided that there shall not at any time be more than a total of
eight Eurodollar Borrowings outstanding.

          (d) Notwithstanding any other provision of this Agreement, the
Borrower shall not be entitled to request, or to elect to convert or continue,
any Borrowing if the Interest Period requested with respect thereto would end
after the Revolving Maturity Date, or Term Maturity Date, as applicable.

                                      29
<PAGE>

          SECTION 2.03. Requests for Borrowings. To request a Revolving
Borrowing or Term Borrowing, the Borrower shall notify the Administrative Agent
of such request by telephone (a) in the case of a Eurodollar Borrowing, not
later than 11:00 a.m., New York time, three Business Days before the date of the
proposed Borrowing or (b) in the case of an ABR Borrowing, not later than 11:00
a.m., New York time, one Business Day before the date of the proposed Borrowing;
provided that any such notice of an ABR Revolving Borrowing to finance the
reimbursement of an LC Disbursement as contemplated by Section 2.04(e) may be
given not later than 10:00 a.m., New York time, on the date of the proposed
Borrowing. Each such telephonic Borrowing Request shall be irrevocable and shall
be confirmed promptly by hand delivery or telecopy to the Administrative Agent
of a written Borrowing Request in a form approved by the Administrative Agent
and signed by the Borrower. Each such telephonic and written Borrowing Request
shall specify the following information in compliance with Section 2.02:

          (i) whether the requested Borrowing is to be a Revolving
     Borrowing or a Term Borrowing;

          (ii) the aggregate amount of such Borrowing;

          (iii) the date of such Borrowing, which shall be a Business Day;

          (iv) whether such Borrowing is to be an ABR Borrowing or a Eurodollar
     Borrowing;

          (v) in the case of a Eurodollar Borrowing, the initial Interest Period
     to be applicable thereto, which shall be a period contemplated by the
     definition of the term "Interest Period"; and

          (vi) the location and number of the Borrower's account to which funds
     are to be disbursed, which shall comply with the requirements of Section
     2.05.

If no election as to the Type of Borrowing is specified, then the requested
Borrowing shall be an ABR Borrowing. If no Interest Period is specified with
respect to any requested Eurodollar Revolving Borrowing, then the Borrower shall
be deemed to have selected an Interest Period of one month's duration. Promptly
following receipt of a Borrowing Request in accordance with this Section, the
Administrative Agent shall advise each Lender of the details thereof and of the
amount of such Lender's Loan to be made as part of the requested Borrowing.

          SECTION 2.04. Letters of Credit. (a) General. Subject to the terms and
conditions set forth herein, the Borrower may request the issuance of Letters of
Credit for its own account, in a form reasonably acceptable to the
Administrative Agent and the Issuing Bank, at any time and from time to time
during the Revolving Availability Period. In the event of any inconsistency
between the terms and conditions of this Agreement and the terms and conditions
of any form of letter of credit application or other agreement submitted by the
Borrower to, or entered into by the Borrower with, the Issuing Bank relating to
any Letter of Credit, the terms and conditions of this Agreement shall control.
Such terms and conditions of any such application shall not, in any event,
contain any operating covenants or restrictions, provide for any collateral not
provided under the Loan Documents or provide for the imposition of fees (other
than customary charges).

          (b) Notice of Issuance, Amendment, Renewal, Extension; Certain
Conditions. To request the issuance of a Letter of Credit (or the amendment,
renewal or extension of an outstanding Letter of Credit), the Borrower shall
hand deliver or telecopy (or transmit by electronic communication, if
arrangements for doing so have been approved by the Issuing Bank) to the Issuing
Bank and the Administrative Agent (reasonably in advance of the requested date
of issuance, amendment, renewal or extension) a notice requesting the issuance
of a Letter of Credit, or identifying the Letter of Credit to be amended,
renewed or extended, and specifying the date of issuance, amendment, renewal or
extension (which shall be a Business Day), the date on which such Letter of
Credit is to expire (which shall comply with paragraph (c) of this Section), the
amount of such Letter of Credit, the name and address of the beneficiary thereof
and such other information as shall be necessary to prepare, amend, renew or
extend such Letter of Credit. If requested by the Issuing Bank, the Borrower
also shall submit a letter of credit application on the Issuing Bank's standard
form in connection with any request for a Letter of Credit. A Letter of Credit
shall be issued, amended, renewed or extended only if (and upon issuance,
amendment, renewal or extension of each Letter of Credit the Borrower shall be
deemed to represent and warrant that), after giving effect to such issuance,
amendment, renewal or extension (i) the LC Exposure shall not exceed $10,000,000
and (ii) the total Revolving Exposures shall not exceed the total Revolving
Commitments.

                                      30
<PAGE>

          (c) Expiration Date. Each Letter of Credit shall expire at or prior to
the close of business on the earlier of (i) the date one year after the date of
the issuance of such Letter of Credit (or, in the case of any renewal or
extension thereof, one year after such renewal or extension) and (ii) the date
that is five Business Days prior to the Revolving Maturity Date.

          (d) Participations. By the issuance of a Letter of Credit (or an
amendment to a Letter of Credit increasing the amount thereof) and without any
further action on the part of the Issuing Bank or the Lenders, the Issuing Bank
hereby grants to each Revolving Lender, and each Revolving Lender hereby
acquires from the Issuing Bank, a participation in such Letter of Credit equal
to such Lender's Applicable Percentage of the aggregate amount available to be
drawn under such Letter of Credit. In consideration and in furtherance of the
foregoing, each Revolving Lender hereby absolutely and unconditionally agrees to
pay to the Administrative Agent, for the account of the Issuing Bank, such
Lender's Applicable Percentage of each LC Disbursement made by the Issuing Bank
and not reimbursed by the Borrower on the date due as provided in paragraph (e)
of this Section, or of any reimbursement payment required to be refunded to the
Borrower for any reason. Each Lender acknowledges and agrees that its obligation
to acquire participations pursuant to this paragraph in respect of Letters of
Credit is absolute and unconditional and shall not be affected by any
circumstance whatsoever, including any amendment, renewal or extension of any
Letter of Credit or the occurrence and continuance of a Default or reduction or
termination of the Commitments, and that each such payment shall be made without
any offset, abatement, withholding or reduction whatsoever.

          (e) Reimbursement. If the Issuing Bank shall make any LC Disbursement
in respect of a Letter of Credit, the Borrower shall reimburse such LC
Disbursement by paying to the Administrative Agent an amount equal to such LC
Disbursement not later than 12:00 noon, New York time, on the date that such LC
Disbursement is made, if the Borrower shall have received notice of such LC
Disbursement prior to 10:00 a.m., New York time, on such date, or, if such
notice has not been received by the Borrower prior to such time on such date,
then not later than 12:00 noon, New York time, on (i) the Business Day that the
Borrower receives such notice, if such notice is received prior to 10:00 a.m.,
New York time, on the day of receipt, or (ii) the Business Day immediately
following the day that the Borrower receives such notice, if such notice is not
received prior to such time on the day of receipt; provided that the Borrower
may, subject to the conditions to borrowing set forth herein, request in
accordance with Section 2.03 that such payment be financed with an ABR Revolving
Borrowing in an equivalent amount and, to the extent so financed, the Borrower's
obligation to make such payment shall be discharged and replaced by the
resulting ABR Revolving Borrowing. If the Borrower fails to make such payment
when due, the Administrative Agent shall notify each Revolving Lender of the
applicable LC Disbursement, the payment then due from the Borrower in respect
thereof and such Lender's Applicable Percentage thereof. Promptly following
receipt of such notice, each Revolving Lender shall pay to the Administrative
Agent its Applicable Percentage of the payment then due from the Borrower, in
the same manner as provided in Section 2.05 with respect to Loans made by such
Lender (and Section 2.05 shall apply, mutatis mutandis, to the payment
obligations of the Revolving Lenders), and the Administrative Agent shall
promptly pay to the Issuing Bank the amounts so received by it from the
Revolving Lenders. Promptly following receipt by the Administrative Agent of any
payment from the Borrower pursuant to this paragraph, the Administrative Agent
shall distribute such payment to the Issuing Bank or, to the extent that
Revolving Lenders have made payments pursuant to this paragraph to reimburse the
Issuing Bank, then to such Lenders and the Issuing Bank as their interests may
appear. Any payment made by a Revolving Lender pursuant to this paragraph to
reimburse the Issuing Bank for any LC Disbursement (other than the funding of
ABR Revolving Loans as contemplated above) shall not constitute a Loan and shall
not relieve the Borrower of its obligation to reimburse such LC Disbursement.


                                      31
<PAGE>

          (f) Obligations Absolute. The Borrower's obligation to reimburse LC
Disbursements as provided in paragraph (e) of this Section shall be absolute,
unconditional and irrevocable, and shall be performed strictly in accordance
with the terms of this Agreement under any and all circumstances whatsoever and
irrespective of (i) any lack of validity or enforceability of any Letter of
Credit or this Agreement, or any term or provision therein, (ii) any draft or
other document presented under a Letter of Credit proving to be forged,
fraudulent or invalid in any respect or any statement therein being untrue or
inaccurate in any respect, (iii) payment by the Issuing Bank under a Letter of
Credit against presentation of a draft or other document that does not comply
with the terms of such Letter of Credit, or (iv) any other event or circumstance
whatsoever, whether or not similar to any of the foregoing, that might, but for
the provisions of this Section, constitute a legal or equitable discharge of, or
provide a right of setoff against, the Borrower's obligations hereunder. Neither
the Administrative Agent, the Lenders nor the Issuing Bank, nor any of their
Related Parties, shall have any liability or responsibility by reason of or in
connection with the issuance or transfer of any Letter of Credit or any payment
or failure to make any payment thereunder (irrespective of any of the
circumstances referred to in the preceding sentence), or any error, omission,
interruption, loss or delay in transmission or delivery of any draft, notice or
other communication under or relating to any Letter of Credit (including any
document required to make a drawing thereunder), any error in interpretation of
technical terms or any consequence arising from causes beyond the control of the
Issuing Bank; provided that the foregoing shall not be construed to excuse the
Issuing Bank from liability to the Borrower to the extent of any direct damages
(as opposed to consequential damages, claims in respect of which are hereby
waived by the Borrower to the extent permitted by applicable law) suffered by
the Borrower that are caused by the Issuing Bank's failure to exercise care when
determining whether drafts and other documents presented under a Letter of
Credit comply with the terms thereof. The parties hereto expressly agree that,
in the absence of gross negligence or wilful misconduct on the part of the
Issuing Bank (as finally determined by a court of competent jurisdiction), the
Issuing Bank shall be deemed to have exercised care in each such determination.
In furtherance of the foregoing and without limiting the generality thereof, the
parties agree that, with respect to documents presented which appear on their
face to be in substantial compliance with the terms of a Letter of Credit, the
Issuing Bank may, in its sole discretion, either accept and make payment upon
such documents without responsibility for further investigation, regardless of
any notice or information to the contrary, or refuse to accept and make payment
upon such documents if such documents are not in strict compliance with the
terms of such Letter of Credit.

          (g) Disbursement Procedures. The Issuing Bank shall, promptly
following its receipt thereof, examine all documents purporting to represent a
demand for payment under a Letter of Credit. The Issuing Bank shall promptly
notify the Administrative Agent and the Borrower by telephone (confirmed by
telecopy) of such demand for payment and whether the Issuing Bank has made or
will make an LC Disbursement thereunder; provided that any failure to give or
delay in giving such notice shall not relieve the Borrower of its obligation to
reimburse the Issuing Bank and the Revolving Lenders with respect to any such LC
Disbursement.

          (h) Interim Interest. If the Issuing Bank shall make any LC
Disbursement, then, unless the Borrower shall reimburse such LC Disbursement in
full on the date such LC Disbursement is made, the unpaid amount thereof shall
bear interest, for each day from and including the date such LC Disbursement is
made to but excluding the date that the Borrower reimburses such LC
Disbursement, at the rate per annum then applicable to ABR Revolving Loans;
provided that, if the Borrower fails to reimburse such LC Disbursement when due
pursuant to paragraph (e) of this Section, then Section 2.12(c) shall apply.
Interest accrued pursuant to this paragraph shall be for the account of the
Issuing Bank, except that interest accrued on and after the date of payment by
any Revolving Lender pursuant to paragraph (e) of this Section to reimburse the
Issuing Bank shall be for the account of such Lender to the extent of such
payment.


                                      32
<PAGE>

          (i) Replacement of the Issuing Bank. The Issuing Bank may be replaced
at any time by written agreement among the Borrower, the Administrative Agent,
the replaced Issuing Bank and the successor Issuing Bank. The Administrative
Agent shall notify the Lenders of any such replacement of the Issuing Bank. At
the time any such replacement shall become effective, the Borrower shall pay all
unpaid fees accrued for the account of the replaced Issuing Bank pursuant to
Section 2.11(b). From and after the effective date of any such replacement, (i)
the successor Issuing Bank shall have all the rights and obligations of the
Issuing Bank under this Agreement with respect to Letters of Credit to be issued
thereafter and (ii) references herein to the term "Issuing Bank" shall be deemed
to refer to such successor or to any previous Issuing Bank, or to such successor
and all previous Issuing Banks, as the context shall require. After the
replacement of an Issuing Bank hereunder, the replaced Issuing Bank shall remain
a party hereto and shall continue to have all the rights and obligations of an
Issuing Bank under this Agreement with respect to Letters of Credit issued by it
prior to such replacement, but shall not be required to issue additional Letters
of Credit.

          (j) Cash Collateralization. If any Event of Default shall occur and be
continuing, on the Business Day that the Borrower receives notice from the
Administrative Agent or the Required Lenders (or, if the maturity of the Loans
has been accelerated, Revolving Lenders with LC Exposure representing more than
50% of the total LC Exposure) demanding the deposit of cash collateral pursuant
to this paragraph, the Borrower shall deposit in an account with the
Administrative Agent, in the name of the Administrative Agent and for the
benefit of the Lenders, an amount in cash equal to the LC Exposure as of such
date plus any accrued and unpaid interest thereon; provided that the obligation
to deposit such cash collateral shall become effective immediately, and such
deposit shall become immediately due and payable, without demand or other notice
of any kind, upon the occurrence of any Event of Default with respect to the
Borrower described in clause (h) or (i) of Article VII. Each such deposit shall
be held by the Administrative Agent as collateral for the payment and
performance of the obligations of the Borrower under this Agreement. The
Administrative Agent shall have exclusive dominion and control, including the
exclusive right of withdrawal, over such account. Other than any interest earned
on the investment of such deposits, which investments shall be made at the
option and sole discretion of the Administrative Agent and at the Borrower's
risk and expense, such deposits shall not bear interest. Interest or profits, if
any, on such investments shall accumulate in such account. Moneys in such
account shall be applied by the Administrative Agent to reimburse the Issuing
Bank for LC Disbursements for which it has not been reimbursed and, to the
extent not so applied, shall be held for the satisfaction of the reimbursement
obligations of the Borrower for the LC Exposure at such time or, if the maturity
of the Loans has been accelerated (but subject to the consent of Revolving
Lenders with LC Exposure representing more than 50% of the total LC Exposure),
be applied to satisfy other obligations of the Borrower under this Agreement. If
the Borrower is required to provide an amount of cash collateral hereunder as a
result of the occurrence of an Event of Default, such amount (to the extent not
applied as aforesaid) shall be returned to the Borrower within three Business
Days after all Events of Default have been cured or waived. If the Borrower is
required to provide an amount of cash collateral hereunder pursuant to Section
2.10(b), such amount (to the extent not applied as aforesaid) shall be returned
to the Borrower as and to the extent that, after giving effect to such return,
the Borrower would remain in compliance with Section 2.10(b) and no Event of
Default shall have occurred and be continuing.

          SECTION 2.05. Funding of Borrowings. (a) Each Lender shall make each
Loan to be made by it hereunder on the proposed date thereof by wire transfer of
immediately available funds by 12:00 noon, New York time, to the account of the
Administrative Agent most recently designated by it for such purpose by notice
to the Lenders. The Administrative Agent will make such Loans available to the
Borrower by promptly crediting the amounts so received, in like funds, to an
account of the Borrower maintained with the Administrative Agent in New York
City and designated by the Borrower in the applicable Borrowing Request;
provided that ABR Revolving Loans made to finance the reimbursement of an LC
Disbursement as provided in Section 2.04(e) shall be remitted by the
Administrative Agent to the Issuing Bank.


                                      33
<PAGE>

          (b) Unless the Administrative Agent shall have received notice from a
Lender prior to the proposed date of any Borrowing that such Lender will not
make available to the Administrative Agent such Lender's share of such
Borrowing, the Administrative Agent may assume that such Lender has made such
share available on such date in accordance with paragraph (a) of this Section
and may, in reliance upon such assumption, make available to the Borrower a
corresponding amount. In such event, if a Lender has not in fact made its share
of the applicable Borrowing available to the Administrative Agent, then the
applicable Lender and the Borrower severally agree to pay to the Administrative
Agent forthwith on demand such corresponding amount with interest thereon, for
each day from and including the date such amount is made available to the
Borrower to but excluding the date of payment to the Administrative Agent, at
(i) in the case of such Lender, the greater of the Federal Funds Effective Rate
and a rate determined by the Administrative Agent in accordance with banking
industry rules on interbank compensation or (ii) in the case of the Borrower,
the interest rate applicable to ABR Loans. If such Lender pays such amount to
the Administrative Agent, then such amount shall constitute such Lender's Loan
included in such Borrowing.

          SECTION 2.06. Interest Elections. (a) Each Revolving Borrowing and
Term Borrowing initially shall be of the Type specified in the applicable
Borrowing Request and, in the case of a Eurodollar Borrowing, shall have an
initial Interest Period as specified in such Borrowing Request. Thereafter, the
Borrower may elect to convert such Borrowing to a different Type or to continue
such Borrowing and, in the case of a Eurodollar Borrowing, may elect Interest
Periods therefor, all as provided in this Section. The Borrower may elect
different options with respect to different portions of the affected Borrowing,
in which case each such portion shall be allocated ratably among the Lenders
holding the Loans comprising such Borrowing, and the Loans comprising each such
portion shall be considered a separate Borrowing.

          (b) To make an election pursuant to this Section, the Borrower shall
notify the Administrative Agent of such election by telephone by the time that a
Borrowing Request would be required under Section 2.03 if the Borrower were
requesting a Revolving Borrowing of the Type resulting from such election to be
made on the effective date of such election. Each such telephonic Interest
Election Request shall be irrevocable and shall be confirmed promptly by hand
delivery or telecopy to the Administrative Agent of a written Interest Election
Request in a form approved by the Administrative Agent and signed by the
Borrower.

          (c) Each telephonic and written Interest Election Request shall
specify the following information in compliance with Section 2.02:

          (i) the Borrowing to which such Interest Election Request applies and,
     if different options are being elected with respect to different portions
     thereof, the portions thereof to be allocated to each resulting Borrowing
     (in which case the information to be specified pursuant to clauses (iii)
     and (iv) below shall be specified for each resulting Borrowing);

          (ii) the effective date of the election made pursuant to such Interest
     Election Request, which shall be a Business Day;

          (iii) whether the resulting Borrowing is to be an ABR Borrowing or a
     Eurodollar Borrowing; and

          (iv) if the resulting Borrowing is a Eurodollar Borrowing, the
     Interest Period to be applicable thereto after giving effect to such
     election, which shall be a period contemplated by the definition of the
     term "Interest Period".

If any such Interest Election Request requests a Eurodollar Borrowing but does
not specify an Interest Period, then the Borrower shall be deemed to have
selected an Interest Period of one month's duration.

          (d) Promptly following receipt of an Interest Election Request, the
Administrative Agent shall advise each Lender of the details thereof and of such
Lender's portion of each resulting Borrowing.


                                      34
<PAGE>

          (e) If the Borrower fails to deliver a timely Interest Election
Request with respect to a Eurodollar Borrowing prior to the end of the Interest
Period applicable thereto, then, unless such Borrowing is repaid as provided
herein, at the end of such Interest Period such Borrowing shall be converted to
an ABR Borrowing. Notwithstanding any contrary provision hereof, if an Event of
Default has occurred and is continuing and the Administrative Agent, at the
request of the Required Lenders, so notifies the Borrower, then, so long as an
Event of Default is continuing (i) no outstanding Borrowing may be converted to
or continued as a Eurodollar Borrowing and (ii) unless repaid, each Eurodollar
Borrowing shall be converted to an ABR Borrowing at the end of the Interest
Period applicable thereto.

          SECTION 2.07. Termination and Reduction of Commitments. (a) Unless
previously terminated, (i) the Term Commitments shall terminate at 5:00 p.m.,
New York time, on the Term Commitment Termination Date and (ii) the Revolving
Commitments shall terminate on the Revolving Maturity Date.

          (b) The Borrower may at any time terminate, or from time to time
reduce, the Commitments of any Class; provided that (i) each reduction of the
Commitments of any Class shall be in an amount that is an integral multiple of
$1,000,000 and not less than $5,000,000 and (ii) the Borrower shall not
terminate or reduce the Revolving Commitments if, after giving effect to any
concurrent prepayment of the Revolving Loans in accordance with Section 2.10,
the sum of the Revolving Exposures would exceed the total Revolving Commitments.

          (c) If any prepayment of Term Borrowings is required pursuant to
Section 2.10 but cannot be made because there are no Term Borrowings
outstanding, or because the amount of the required prepayment exceeds the
outstanding amount of Term Borrowings, then, on the date that such prepayment is
required, the Revolving Commitments shall be reduced by an aggregate amount
equal to the amount of the required prepayment, or the excess of such amount
over the outstanding amount of Term Borrowings, as the case may be.

          (d) The Borrower shall notify the Administrative Agent of any election
to terminate or reduce the Commitments under paragraph (b) of this Section, or
any required reduction of the Revolving Commitments under paragraph (c) of this
Section, at least three Business Days prior to the effective date of such
termination or reduction, specifying such election and the effective date
thereof. Promptly following receipt of any notice, the Administrative Agent
shall advise the Lenders of the contents thereof. Each notice delivered by the
Borrower pursuant to this Section shall be irrevocable; provided that a notice
of termination of the Revolving Commitments delivered by the Borrower may state
that such notice is conditioned upon the effectiveness of other credit
facilities, in which case such notice may be revoked by the Borrower (by notice
to the Administrative Agent on or prior to the specified effective date) if such
condition is not satisfied. Any termination or reduction of the Commitments of
any Class shall be permanent. Each reduction of the Commitments of any Class
shall be made ratably among the Lenders in accordance with their respective
Commitments of such Class.

          SECTION 2.08. Repayment of Loans; Evidence of Debt. (a) The Borrower
hereby unconditionally promises to pay (i) to the Administrative Agent for the
account of each Lender the then unpaid principal amount of each Revolving Loan
of such Lender on the Revolving Maturity Date and (ii) to the Administrative
Agent for the account of each Lender the then unpaid principal amount of each
Term Loan of such Lender as provided in Section 2.09.

          (b) Each Lender shall maintain in accordance with its usual practice
an account or accounts evidencing the indebtedness of the Borrower to such
Lender resulting from each Loan made by such Lender, including the amounts of
principal and interest payable and paid to such Lender from time to time
hereunder.

          (c) The Administrative Agent shall maintain accounts in which it shall
record (i) the amount of each Loan made hereunder, the Class and Type thereof
and the Interest Period applicable thereto, (ii) the amount of any principal or
interest due and payable or to become due and payable from the Borrower to each
Lender hereunder and (iii) the amount of any sum received by the Administrative
Agent hereunder for the account of the Lenders and each Lender's share thereof;
provided that so long as any Roberts Term Loans, WOW Term Loans or Southwest
Term Loans remain outstanding, the Administrative Agent shall maintain accounts
in which it will separately reflect in respect of the Roberts Term Loans, the
WOW Term Loans and the Southwest Term Loans from time to time outstanding the
information set forth in clauses (i), (ii) and (iii) above.


                                      35
<PAGE>

          (d) The entries made in the accounts maintained pursuant to paragraph
(b) or (c) of this Section shall be prima facie evidence of the existence and
amounts of the obligations recorded therein; provided that the failure of any
Lender or the Administrative Agent to maintain such accounts or any error
therein shall not in any manner affect the obligation of the Borrower to repay
the Loans in accordance with the terms of this Agreement.

          (e) It is the intention of the parties hereto that no promissory notes
be issued to evidence Loans hereunder; provided, however, that any Lender may
request that Loans of any Class made by it be evidenced by a promissory note. In
such event, the Borrower shall prepare, execute and deliver to such Lender four
promissory notes, reflecting such Lender's Roberts Term Loans, WOW Term Loans,
Southwest Term Loans and Term Loans other than Roberts Term Loans, WOW Term
Loans and Southwest Term Loans, in each payable to the order of such Lender (or,
if requested by such Lender, to such Lender and its registered assigns) and in a
form approved by the Administrative Agent. Thereafter, the Loans evidenced by
each such promissory note and interest thereon shall at all times (including
after assignment pursuant to Section 9.04) be represented by one or more
promissory notes in such form payable to the order of the payee named therein
(or, if such promissory note is a registered note, to such payee and its
registered assigns).

          SECTION 2.09. Automatic Commitment Reductions; Amortization of Term
Loans. (a) The aggregate amount of the Lenders' Revolving Commitments shall
automatically and permanently reduce in 15 consecutive quarterly reductions
commencing on May 14, 2004 and a sixteenth and final reduction on the Revolving
Maturity Date, in each case in the amount set forth opposite such reduction date
below:

May 14, 2004..................................................    $1,500,000
August 14, 2004...............................................    $1,500,000
November 14, 2004.............................................    $1,500,000
February 14, 2005.............................................    $1,500,000
May 14, 2005..................................................    $2,500,000
August 14, 2005...............................................    $2,500,000
November 14, 2005.............................................    $2,500,000
February 14, 2006.............................................    $2,500,000
May 14, 2006..................................................    $2,500,000
August 14, 2006...............................................    $2,500,000
November 14, 2006.............................................    $2,500,000
February 14, 2007.............................................    $2,500,000
May 14, 2007..................................................    $3,500,000
August 14, 2007...............................................    $3,500,000
November 14, 2007.............................................    $3,500,000
Revolving Maturity Date.......................................    $3,500,000

Any voluntary reduction of the Revolving Commitments shall be applied to reduce
the subsequent scheduled reductions of the Revolving Commitments to be made
pursuant to this Section in inverse order of maturity.

          (b) If on the six month anniversary of the Original Effective Date the
aggregate unused Term Commitments exceed $40,000,000, the aggregate Term
Commitments will be automatically reduced on such date by the amount of such
excess. Any remaining unused Term Commitments shall automatically expire on the
Term Commitment Termination Date.


                                      36
<PAGE>

          (c) Subject to adjustment pursuant to paragraph (e) of this Section,
the Borrower shall repay Term Borrowings outstanding on the Term Commitment
Termination Date in 15 consecutive quarterly installments of principal, the
first of which will be due and payable on May 14, 2004, and a sixteenth and
final repayment on the Term Maturity Date, in each case in the amount (expressed
as a percentage of the aggregate amount of Term Loans outstanding on the Term
Commitment Termination Date) set forth opposite each quarterly installment date
below:

<TABLE>
<CAPTION>

Date                                                Amount
<S>                                                 <C>
May 14, 2004....................................     3.75%
August 14, 2004.................................     3.75%
November 14, 2004...............................     3.75%
February 14, 2005...............................     3.75%
May 14, 2005....................................     6.25%
August 14, 2005.................................     6.25%
November 14, 2005...............................     6.25%
February 14, 2006...............................     6.25%
May 14, 2006....................................     6.25%
August 14, 2006.................................     6.25%
November 14, 2006...............................     6.25%
February 14, 2007...............................     6.25%
May 14, 2007....................................     8.75%
August 14, 2007.................................     8.75%
November 14, 2007...............................     8.75%
Term Maturity Date..............................     8.75%

</TABLE>

Any repayment of Term Borrowings pursuant to this paragraph shall be applied
ratably to reduce any outstanding Roberts Term Loans, WOW Term Loans and
Southwest Term Loans prior to being applied to other Term Loans.

          (d) To the extent not previously paid, all Term Loans shall be due and
payable on the Term Maturity Date.

          (e) Any prepayment of a Term Borrowing shall be applied to reduce the
subsequent scheduled repayments of the Term Borrowings to be made pursuant to
this Section ratably, in the case of any mandatory prepayment, and in inverse
order of maturity, in the case of any optional prepayment; provided that any
such prepayment shall be applied ratably to reduce all the subsequent scheduled
repayments of any outstanding Roberts Term Loans, WOW Term Loans and Southwest
Term Loans prior to being applied to other Term Loans; and provided further that
upon an Event of Default, proceeds of Collateral shall be applied in accordance
with the provisions of the Security Agreement. If no Term Borrowings are
outstanding, any mandatory prepayment required hereunder shall be applied to
permanently reduce the Lenders' Revolving Commitments.

          (f) Prior to any repayment of any Term Borrowings, the Borrower shall
select the Borrowing or Borrowings to be repaid and shall notify the
Administrative Agent by telephone (confirmed by telecopy) of such selection not
later than 11:00 a.m., New York time, three Business Days before the scheduled
date of such repayment. Each repayment of a Borrowing shall be applied ratably
to the Loans included in the repaid Borrowing; provided that any such repayment
of a Term Borrowing shall be applied ratably to any outstanding Roberts Term
Loans, WOW Term Loans and Southwest Term Loans prior to being applied to other
Term Loans. Repayments of Term Borrowings shall be accompanied by accrued
interest on the amount repaid.

          SECTION 2.10. Prepayment of Loans. (a) The Borrower shall have
the right at any time and from time to time to prepay any Borrowing in
whole or in part, subject to the requirements of this Section.


                                      37
<PAGE>

          (b) In the event and on such occasion that the sum of the Revolving
Exposures exceeds the total Revolving Commitments, the Borrower shall prepay
Revolving Borrowings (or, if no such Borrowings are outstanding, deposit cash
collateral in an account with the Administrative Agent pursuant to Section
2.04(j)) in an aggregate amount equal to such excess.

          (c) In the event and on each occasion that any Net Proceeds are
received by or on behalf of Alamosa Delaware, the Borrower or any Restricted
Subsidiary in respect of any Prepayment Event, the Borrower shall immediately
after such Net Proceeds are received, prepay Term Borrowings in an aggregate
amount equal to such Net Proceeds; provided that, in the case of any event
described in clause (a) of the definition of the term Prepayment Event, if the
Borrower shall deliver to the Administrative Agent a certificate of a Financial
Officer to the effect that the Borrower and the Subsidiaries intend to apply the
Net Proceeds from such event (or a portion thereof specified in such
certificate), within 270 days after receipt of such Net Proceeds, to acquire
real property, equipment or other tangible assets to be used in the business of
the Borrower and the Subsidiaries, and certifying that no Default has occurred
and is continuing, then no prepayment shall be required pursuant to this
paragraph in respect of the Net Proceeds in respect of such event (or the
portion of such Net Proceeds specified in such certificate, if applicable)
except to the extent of any such Net Proceeds therefrom that have not been so
applied by the end of such 270-day period, at which time a prepayment shall be
required in an amount equal to such Net Proceeds that have not been so applied.

          (d) Following the end of each fiscal year of the Borrower, commencing
with the fiscal year ending December 31, 2003, the Borrower shall prepay Term
Borrowings in an aggregate amount equal to 50% of Excess Cash Flow for such
fiscal year. Each prepayment pursuant to this paragraph shall be made on or
before the date on which financial statements are delivered pursuant to Section
5.01 with respect to the fiscal year for which Excess Cash Flow is being
calculated (and in any event within 90 days after the end of such fiscal year).

          (e) Prior to any optional or mandatory prepayment of Borrowings
hereunder, the Borrower shall select the Borrowing or Borrowings to be prepaid
and shall specify such selection in the notice of such prepayment pursuant to
paragraph (f) of this Section.

          (f) The Borrower shall notify the Administrative Agent by telephone
(confirmed by telecopy) of any prepayment hereunder (i) in the case of
prepayment of a Eurodollar Borrowing, not later than 11:00 a.m., New York time,
three Business Days before the date of prepayment or (ii) in the case of
prepayment of an ABR Borrowing, not later than 11:00 a.m., New York time, one
Business Day before the date of prepayment. Each such notice shall be
irrevocable and shall specify the prepayment date, the principal amount of each
Borrowing or portion thereof to be prepaid and, in the case of a mandatory
prepayment, a reasonably detailed calculation of the amount of such prepayment;
provided that, if a notice of optional prepayment is given in connection with a
conditional notice of termination of the Revolving Commitments as contemplated
by Section 2.07, then such notice of prepayment may be revoked if such notice of
termination is revoked in accordance with Section 2.07. Promptly following
receipt of any such notice, the Administrative Agent shall advise the Lenders of
the contents thereof. Each partial prepayment of any Borrowing shall be in an
amount that would be permitted in the case of an advance of a Borrowing of the
same Type as provided in Section 2.02, except as necessary to apply fully the
required amount of a mandatory prepayment. Each prepayment of a Borrowing shall
be applied ratably to the Loans included in the prepaid Borrowing; provided that
any such prepayment of a Term Borrowing shall be applied ratably to any
outstanding Roberts Term Loans, WOW Term Loans and Southwest Term Loans prior to
being applied to other Term Loans. Prepayments shall be accompanied by accrued
interest to the extent required by Section 2.12.


                                      38
<PAGE>

          SECTION 2.11. Fees. (a) The Borrower agrees to pay to the
Administrative Agent for the account of each Lender a commitment fee, which
shall accrue at the Applicable Commitment Fee Rate on the average daily unused
amount of each Commitment of such Lender during the period from and including
the Original Effective Date to but excluding the date on which such Commitment
terminates. Accrued commitment fees shall be payable in arrears on the last day
of March, June, September and December of each year and on the date on which the
Commitments terminate, commencing on the first such date to occur after the
Original Effective Date. All commitment fees shall be computed on the basis of a
year of 360 days and shall be payable for the actual number of days elapsed
(including the first day but excluding the last day). For purposes of computing
commitment fees with respect to Revolving Commitments, a Revolving Commitment of
a Lender shall be deemed to be used to the extent of the outstanding Revolving
Loans and LC Exposure of such Lender.

          (b) The Borrower agrees to pay (i) to the Administrative Agent for the
account of each Revolving Lender a participation fee with respect to its
participations in Letters of Credit, which shall accrue at the same Applicable
Rate as interest on Eurodollar Revolving Loans on the daily amount of such
Lender's LC Exposure (excluding any portion thereof attributable to unreimbursed
LC Disbursements) during the period from and including the Original Effective
Date to but excluding the later of the date on which such Lender's Revolving
Commitment terminates and the date on which such Lender ceases to have any LC
Exposure, and (ii) to the Issuing Bank a fronting fee, which shall accrue at the
rate or rates per annum separately agreed upon between the Borrower and the
Issuing Bank on the average daily amount of the LC Exposure (excluding any
portion thereof attributable to unreimbursed LC Disbursements) during the period
from and including the Original Effective Date to but excluding the later of the
date of termination of the Revolving Commitments and the date on which there
ceases to be any LC Exposure, as well as the Issuing Bank's standard fees with
respect to the issuance, amendment, renewal or extension of any Letter of Credit
or processing of drawings thereunder. Participation fees and fronting fees
accrued through and including the last day of March, June, September and
December of each year shall be payable on the third Business Day following such
last day, commencing on the first such date to occur after the Original
Effective Date; provided that all such fees shall be payable on the date on
which the Revolving Commitments terminate and any such fees accruing after the
date on which the Revolving Commitments terminate shall be payable on demand.
Any other fees payable to the Issuing Bank pursuant to this paragraph shall be
payable within 10 days after demand. All participation fees and fronting fees
shall be computed on the basis of a year of 360 days and shall be payable for
the actual number of days elapsed (including the first day but excluding the
last day).

          (c) The Borrower agrees to pay to the Administrative Agent, for its
own account, fees payable in the amounts and at the times separately agreed upon
between the Borrower and the Administrative Agent.

          (d) All fees payable hereunder shall be paid on the dates due, in
immediately available funds, to the Administrative Agent (or to the Issuing
Bank, in the case of fees payable to it) for distribution, in the case of
commitment fees and participation fees, to the Lenders entitled thereto. Fees
paid shall not be refundable under any circumstances.

          SECTION 2.12. Interest. (a) The Loans comprising each ABR
Borrowing shall bear interest at the Alternate Base Rate plus the
Applicable Rate.


                                      39
<PAGE>

          (b) The Loans comprising each Eurodollar Borrowing shall bear interest
at the Adjusted LIBO Rate for the Interest Period in effect for such Borrowing
plus the Applicable Rate.

          (c) Notwithstanding the foregoing, if any principal of or interest on
any Loan or any fee or other amount payable by the Borrower hereunder is not
paid when due, whether at stated maturity, upon acceleration or otherwise, such
overdue amount shall bear interest, after as well as before judgment, at a rate
per annum equal to (i) in the case of overdue principal of any Loan, 2% plus the
rate otherwise applicable to such Loan as provided in the preceding paragraphs
of this Section or (ii) in the case of any other amount, 2% plus the rate
applicable to ABR Revolving Loans as provided in paragraph (a) of this Section.

          (d) Accrued interest on each Loan shall be payable in arrears on each
Interest Payment Date for such Loan and, in the case of Revolving Loans, upon
termination of the Revolving Commitments; provided that (i) interest accrued
pursuant to paragraph (c) of this Section shall be payable on demand, (ii) in
the event of any repayment or prepayment of any Loan (other than a prepayment of
an ABR Revolving Loan prior to the end of the Revolving Availability Period),
accrued interest on the principal amount repaid or prepaid shall be payable on
the date of such repayment or prepayment and (iii) in the event of any
conversion of any Eurodollar Loan prior to the end of the current Interest
Period therefor, accrued interest on such Loan shall be payable on the effective
date of such conversion.

          (e) All interest hereunder shall be computed on the basis of a year of
360 days, except that interest computed by reference to the Alternate Base Rate
at times when the Alternate Base Rate is based on the Prime Rate shall be
computed on the basis of a year of 365 days (or 366 days in a leap year), and in
each case shall be payable for the actual number of days elapsed (including the
first day but excluding the last day). The applicable Alternate Base Rate or
Adjusted LIBO Rate shall be determined by the Administrative Agent, and such
determination shall be conclusive absent manifest error.

          SECTION 2.13. Alternate Rate of Interest. If prior to the
commencement of any Interest Period for a Eurodollar Borrowing:

          (a) the Administrative Agent determines (which determination shall be
     conclusive absent manifest error) that adequate and reasonable means do not
     exist for ascertaining the Adjusted LIBO Rate for such Interest Period; or

          (b) the Administrative Agent is advised by the Required Lenders that
     the Adjusted LIBO Rate for such Interest Period will not adequately and
     fairly reflect the cost to such Lenders of making or maintaining their
     Loans included in such Borrowing for such Interest Period;

then the Administrative Agent shall give notice thereof to the Borrower and the
Lenders by telephone or telecopy as promptly as practicable thereafter and,
until the Administrative Agent notifies the Borrower and the Lenders that the
circumstances giving rise to such notice no longer exist, (i) any Interest
Election Request that requests the conversion of any Borrowing to, or
continuation of any Borrowing as, a Eurodollar Borrowing shall be ineffective
and (ii) if any Borrowing Request requests a Eurodollar Borrowing, such
Borrowing shall be made as an ABR Borrowing.

          SECTION 2.14. Increased Costs. (a) If any Change in Law shall:

          (i) impose, modify or deem applicable any reserve, special deposit or
     similar requirement against assets of, deposits with or for the account of,
     or credit extended by, any Lender (except any such reserve requirement
     reflected in the Adjusted LIBO Rate) or the Issuing Bank; or


                                      40
<PAGE>

          (ii) impose on any Lender or the Issuing Bank or the London interbank
     market any other condition affecting this Agreement or Eurodollar Loans
     made by such Lender or any Letter of Credit or participation therein;

and the result of any of the foregoing shall be to increase the cost to such
Lender of making or maintaining any Eurodollar Loan (or of maintaining its
obligation to make any such Loan) or to increase the cost to such Lender or the
Issuing Bank of participating in, issuing or maintaining any Letter of Credit or
to reduce the amount of any sum received or receivable by such Lender or the
Issuing Bank hereunder (whether of principal, interest or otherwise), then the
Borrower will pay to such Lender or the Issuing Bank, as the case may be, such
additional amount or amounts as will compensate such Lender or the Issuing Bank,
as the case may be, for such additional costs incurred or reduction suffered.

          (b) If any Lender or the Issuing Bank determines that any Change in
Law regarding capital requirements has or would have the effect of reducing the
rate of return on such Lender's or the Issuing Bank's capital or on the capital
of such Lender's or the Issuing Bank's holding company, if any, as a consequence
of this Agreement or the Loans made by, or participations in Letters of Credit
held by, such Lender, or the Letters of Credit issued by the Issuing Bank, to a
level below that which such Lender or the Issuing Bank or such Lender's or the
Issuing Bank's holding company could have achieved but for such Change in Law
(taking into consideration such Lender's or the Issuing Bank's policies and the
policies of such Lender's or the Issuing Bank's holding company with respect to
capital adequacy), then from time to time the Borrower will pay to such Lender
or the Issuing Bank, as the case may be, such additional amount or amounts as
will compensate such Lender or the Issuing Bank or such Lender's or the Issuing
Bank's holding company for any such reduction suffered.

          (c) A certificate of a Lender or the Issuing Bank setting forth the
amount or amounts necessary to compensate such Lender or the Issuing Bank or its
holding company, as the case may be, as specified in paragraph (a) or (b) of
this Section shall be delivered to the Borrower and shall be conclusive absent
manifest error. The Borrower shall pay such Lender or the Issuing Bank, as the
case may be, the amount shown as due on any such certificate within 10 days
after receipt thereof.

          (d) Failure or delay on the part of any Lender or the Issuing Bank to
demand compensation pursuant to this Section shall not constitute a waiver of
such Lender's or the Issuing Bank's right to demand such compensation; provided
that the Borrower shall not be required to compensate a Lender or the Issuing
Bank pursuant to this Section for any increased costs or reductions incurred
more than 270 days prior to the date that such Lender or the Issuing Bank, as
the case may be, notifies the Borrower of the Change in Law giving rise to such
increased costs or reductions and of such Lender's or the Issuing Bank's
intention to claim compensation therefor; provided further that, if the Change
in Law giving rise to such increased costs or reductions is retroactive, then
the 270-day period referred to above shall be extended to include the period of
retroactive effect thereof.


                                      41
<PAGE>

          SECTION 2.15. Break Funding Payments. In the event of (a) the payment
of any principal of any Eurodollar Loan other than on the last day of an
Interest Period applicable thereto (including as a result of an Event of
Default), (b) the conversion of any Eurodollar Loan other than on the last day
of the Interest Period applicable thereto, (c) the failure to borrow, convert,
continue or prepay any Revolving Loan or Term Loan on the date specified in any
notice delivered pursuant hereto (regardless of whether such notice may be
revoked under Section 2.10(f) and is revoked in accordance therewith), or (d)
the assignment of any Eurodollar Loan other than on the last day of the Interest
Period applicable thereto as a result of a request by the Borrower pursuant to
Section 2.18, then, in any such event, the Borrower shall compensate each Lender
for the loss, cost and expense attributable to such event. In the case of a
Eurodollar Loan, such loss, cost or expense to any Lender shall be deemed to
include an amount determined by such Lender to be the excess, if any, of (i) the
amount of interest which would have accrued on the principal amount of such Loan
had such event not occurred, at the Adjusted LIBO Rate that would have been
applicable to such Loan, for the period from the date of such event to the last
day of the then current Interest Period therefor (or, in the case of a failure
to borrow, convert or continue, for the period that would have been the Interest
Period for such Loan), over (ii) the amount of interest which would accrue on
such principal amount for such period at the interest rate which such Lender
would bid were it to bid, at the commencement of such period, for dollar
deposits of a comparable amount and period from other banks in the eurodollar
market. A certificate of any Lender setting forth any amount or amounts that
such Lender is entitled to receive pursuant to this Section shall be delivered
to the Borrower and shall be conclusive absent manifest error. The Borrower
shall pay such Lender the amount shown as due on any such certificate within 10
days after receipt thereof.

          SECTION 2.16. Taxes. (a) Any and all payments by or on account of any
obligation of the Borrower hereunder or under any other Loan Document shall be
made free and clear of and without deduction for any Indemnified Taxes or Other
Taxes; provided that if the Borrower shall be required to deduct any Indemnified
Taxes or Other Taxes from such payments, then (i) the sum payable shall be
increased as necessary so that after making all required deductions (including
deductions applicable to additional sums payable under this Section) the
Administrative Agent, Lender or Issuing Bank (as the case may be) receives an
amount equal to the sum it would have received had no such deductions been made,
(ii) the Borrower shall make such deductions and (iii) the Borrower shall pay
the full amount deducted to the relevant Governmental Authority in accordance
with applicable law.

          (b) In addition, the Borrower shall pay any Other Taxes to the
relevant Governmental Authority in accordance with applicable law.

          (c) The Borrower shall indemnify the Administrative Agent, each Lender
and the Issuing Bank, within 10 days after written demand therefor, for the full
amount of any Indemnified Taxes or Other Taxes paid by the Administrative Agent,
such Lender or the Issuing Bank, as the case may be, on or with respect to any
payment by or on account of any obligation of the Borrower hereunder or under
any other Loan Document (including Indemnified Taxes or Other Taxes imposed or
asserted on or attributable to amounts payable under this Section) and any
penalties, interest and reasonable expenses arising therefrom or with respect
thereto, whether or not such Indemnified Taxes or Other Taxes were correctly or
legally imposed or asserted by the relevant Governmental Authority. A
certificate as to the amount of such payment or liability delivered to the
Borrower by a Lender or the Issuing Bank, or by the Administrative Agent on its
own behalf or on behalf of a Lender or the Issuing Bank, shall be conclusive
absent manifest error.


                                      42
<PAGE>

          (d) As soon as practicable after any payment of Indemnified Taxes or
Other Taxes by the Borrower to a Governmental Authority, the Borrower shall
deliver to the Administrative Agent the original or a certified copy of a
receipt issued by such Governmental Authority evidencing such payment, a copy of
the return reporting such payment or other evidence of such payment reasonably
satisfactory to the Administrative Agent; provided, however, that in no case
shall the Borrower be required to deliver documentation not normally issued by
such Governmental Authority.

          (e) Any Foreign Lender that is entitled to an exemption from or
reduction of withholding tax under the law of the jurisdiction in which the
Borrower is located, or any treaty to which such jurisdiction is a party, with
respect to payments under this Agreement shall deliver to the Borrower (with a
copy to the Administrative Agent), at the time or times prescribed by applicable
law, such properly completed and executed documentation prescribed by applicable
law or reasonably requested by the Borrower as will permit such payments to be
made without withholding or at a reduced rate, provided that such Foreign Lender
has received written notice from the Borrower advising it of the availability of
such exemption or reduction and supplying all applicable documentation.

          SECTION 2.17. Payments Generally; Pro Rata Treatment; Sharing of
Set-offs. (a) The Borrower shall make each payment required to be made by it
hereunder or under any other Loan Document (whether of principal, interest, fees
or reimbursement of LC Disbursements, or of amounts payable under Section 2.14,
2.15 or 2.16, or otherwise) prior to the time expressly required hereunder or
under such other Loan Document for such payment (or, if no such time is
expressly required, prior to 1:00 p.m., New York time), on the date when due, in
immediately available funds, without set-off or counterclaim. Any amounts
received after such time on any date may, in the discretion of the
Administrative Agent, be deemed to have been received on the next succeeding
Business Day for purposes of calculating interest thereon. All such payments
shall be made to the Administrative Agent at its offices at Two Penns Way, New
Castle, Delaware, except payments to be made directly to the Issuing Bank as
expressly provided herein and except that payments pursuant to Sections 2.14,
2.15, 2.16 and 9.03 shall be made directly to the Persons entitled thereto and
payments pursuant to other Loan Documents shall be made to the Persons specified
therein. The Administrative Agent shall distribute any such payments received by
it for the account of any other Person to the appropriate recipient promptly
following receipt thereof. If any payment under any Loan Document shall be due
on a day that is not a Business Day, the date for payment shall be extended to
the next succeeding Business Day, and, in the case of any payment accruing
interest, interest thereon shall be payable for the period of such extension.
All payments under each Loan Document shall be made in dollars.

          (b) If at any time insufficient funds are received by and available to
the Administrative Agent to pay fully all amounts of principal, unreimbursed LC
Disbursements, interest and fees then due hereunder, such funds shall be applied
(i) first, towards payment of interest and fees then due hereunder, ratably
among the parties entitled thereto in accordance with the amounts of interest
and fees then due to such parties, and (ii) second, towards payment of principal
and unreimbursed LC Disbursements then due hereunder, ratably among the parties
entitled thereto in accordance with the amounts of principal and unreimbursed LC
Disbursements then due to such parties.


                                      43
<PAGE>

          (c) If any Lender shall, by exercising any right of set-off or
counterclaim or otherwise, obtain payment in respect of any principal of or
interest on any of its Revolving Loans, Term Loans or participations in LC
Disbursements resulting in such Lender receiving payment of a greater proportion
of the aggregate amount of its Revolving Loans, Term Loans and participations in
LC Disbursements and accrued interest thereon than the proportion received by
any other Lender, then the Lender receiving such greater proportion shall
purchase (for cash at face value) participations in the Revolving Loans, Term
Loans and participations in LC Disbursements of other Lenders to the extent
necessary so that the benefit of all such payments shall be shared by the
Lenders ratably in accordance with the aggregate amount of principal of and
accrued interest on their respective Revolving Loans, Term Loans and
participations in LC Disbursements; provided that (i) if any such participations
are purchased and all or any portion of the payment giving rise thereto is
recovered, such participations shall be rescinded and the purchase price
restored to the extent of such recovery, without interest, and (ii) the
provisions of this paragraph shall not be construed to apply to any payment made
by the Borrower pursuant to and in accordance with the express terms of this
Agreement or any payment obtained by a Lender as consideration for the
assignment of or sale of a participation in any of its Loans or participations
in LC Disbursements to any assignee or participant, other than to the Borrower
or any Subsidiary or Affiliate thereof (as to which the provisions of this
paragraph shall apply). The Borrower consents to the foregoing and agrees, to
the extent it may effectively do so under applicable law, that any Lender
acquiring a participation pursuant to the foregoing arrangements may exercise
against the Borrower rights of set-off and counterclaim with respect to such
participation as fully as if such Lender were a direct creditor of the Borrower
in the amount of such participation.

          (d) Unless the Administrative Agent shall have received notice from
the Borrower prior to the date on which any payment is due to the Administrative
Agent for the account of the Lenders or the Issuing Bank hereunder that the
Borrower will not make such payment, the Administrative Agent may assume that
the Borrower has made such payment on such date in accordance herewith and may,
in reliance upon such assumption, distribute to the Lenders or the Issuing Bank,
as the case may be, the amount due. In such event, if the Borrower has not in
fact made such payment, then each of the Lenders or the Issuing Bank, as the
case may be, severally agrees to repay to the Administrative Agent forthwith on
demand the amount so distributed to such Lender or Issuing Bank with interest
thereon, for each day from and including the date such amount is distributed to
it to but excluding the date of payment to the Administrative Agent, at the
greater of the Federal Funds Effective Rate and a rate determined by the
Administrative Agent in accordance with banking industry rules on interbank
compensation.

          (e) If any Lender shall fail to make any payment required to be made
by it pursuant to Section 2.04(d) or (e), 2.05(b), 2.17(d) or 9.03(c), then the
Administrative Agent may, in its discretion (notwithstanding any contrary
provision hereof), apply any amounts thereafter received by the Administrative
Agent for the account of such Lender to satisfy such Lender's obligations under
such Sections until all such unsatisfied obligations are fully paid.


                                      44
<PAGE>

          SECTION 2.18. Mitigation Obligations; Replacement of Lenders. (a) If
any Lender requests compensation under Section 2.14, or if the Borrower is
required to pay any additional amount to any Lender or any Governmental
Authority for the account of any Lender pursuant to Section 2.16, then such
Lender shall use reasonable efforts to designate a different lending office for
funding or booking its Loans hereunder or to assign its rights and obligations
hereunder to another of its offices, branches or affiliates, if, in the judgment
of such Lender, such designation or assignment (i) would eliminate or reduce
amounts payable pursuant to Section 2.14 or 2.16, as the case may be, in the
future, (ii) will not violate any law, rule or regulation and (iii) would not
subject such Lender to any unreimbursed cost or expense and would not otherwise
be disadvantageous to such Lender. The Borrower hereby agrees to pay all
reasonable costs and expenses incurred by any Lender in connection with any such
designation or assignment.

          (b) If any Lender requests compensation under Section 2.14, or if the
Borrower is required to pay any additional amount to any Lender or any
Governmental Authority for the account of any Lender pursuant to Section 2.16,
or if any Lender defaults in its obligation to fund Loans hereunder, then the
Borrower may, at its sole expense and effort, upon notice to such Lender and the
Administrative Agent, require such Lender to assign and delegate, without
recourse (in accordance with and subject to the restrictions contained in
Section 9.04), all its interests, rights and obligations under this Agreement to
an assignee that shall assume such obligations (which assignee may be another
Lender, if a Lender accepts such assignment); provided that (i) the Borrower
shall have received the prior written consent of the Administrative Agent (and,
if a Revolving Commitment is being assigned, the Issuing Bank), which consent
shall not unreasonably be withheld, (ii) such Lender shall have received payment
of an amount equal to the outstanding principal of its Loans and participations
in LC Disbursements, accrued interest thereon, accrued fees and all other
amounts payable to it hereunder, from the assignee (to the extent of such
outstanding principal and accrued interest and fees) or the Borrower (in the
case of all other amounts) and (iii) in the case of any such assignment
resulting from a claim for compensation under Section 2.14 or payments required
to be made pursuant to Section 2.16, such assignment will result in a material
reduction in such compensation or payments. A Lender shall not be required to
make any such assignment and delegation if, prior thereto, as a result of a
waiver by such Lender or otherwise, the circumstances entitling the Borrower to
require such assignment and delegation cease to apply.


                                      45
<PAGE>

                                   ARTICLE III

                         Representations and Warranties
                         ------------------------------

          Each of Superholdings, Alamosa Delaware and the Borrower represents
and warrants to the Lenders that:

          SECTION 3.01. Organization; Powers. Each of Superholdings, APCS,
Alamosa Delaware, the Borrower and the Restricted Subsidiaries is duly
organized, validly existing and in good standing under the laws of the
jurisdiction of its organization, has all requisite power and authority to carry
on its business as now conducted and, except where the failure to do so,
individually or in the aggregate, could not reasonably be expected to result in
a Material Adverse Effect, is qualified to do business in, and is in good
standing in, every jurisdiction where such qualification is required.

          SECTION 3.02. Authorization; Enforceability. The Transactions to be
entered into by each Loan Party are within such Loan Party's corporate powers
and have been duly authorized by all necessary corporate and, if required,
stockholder action. This Agreement has been duly executed and delivered by each
of Superholdings, Alamosa Delaware and the Borrower and constitutes, and each
other Loan Document to which any Loan Party is to be a party, when executed and
delivered by such Loan Party, will constitute, a legal, valid and binding
obligation of Superholdings, Alamosa Delaware, the Borrower or such Loan Party
(as the case may be), enforceable in accordance with its terms, subject to
applicable bankruptcy, insolvency, reorganization, moratorium or other laws
affecting creditors' rights generally and subject to general principles of
equity, regardless of whether considered in a proceeding in equity or at law.

          SECTION 3.03. Governmental Approvals; No Conflicts. The Transactions
(a) do not require any material consent or approval of, material registration or
filing with, or any other material action by, any Governmental Authority, except
such as have been obtained or made and are in full force and effect and except
filings necessary to perfect Liens created under the Loan Documents, (b) will
not violate any applicable law, statute, rule or regulation (other than any
violation that does not result in any significant adverse economic or other
effect) or the charter, by-laws or other organizational documents of
Superholdings and its subsidiaries, including APCS, Alamosa Delaware, the
Borrower or any of its subsidiaries or any order of any Governmental Authority,
(c) will not violate, result in a default under, or require any repurchase offer
under any material indenture, agreement or other instrument binding upon
Superholdings, APCS, Alamosa Delaware, the Borrower or any of the Restricted
Subsidiaries or its assets, or give rise to a right thereunder to require any
payment to be made by Superholdings, APCS, Alamosa Delaware, the Borrower or any
of the Restricted Subsidiaries, and (d) will not result in the creation or
imposition of any Lien on any asset of Superholdings, APCS, Alamosa Delaware,
the Borrower or any of the Restricted Subsidiaries, except Liens created under
the Loan Documents.

          SECTION 3.04. Financial Condition; No Material Adverse Change. (a)
Alamosa Delaware has heretofore furnished to the Lenders its consolidated
balance sheet and statements of income, stockholders' equity and cash flows (i)
as of and for the fiscal year ended December 31, 1999, reported on by
PricewaterhouseCoopers LLP, independent public accountants, and (ii) as of and
for the fiscal quarter and the portion of the fiscal year ended September 30,
2000, certified by its chief financial officer. Such financial statements
present fairly, in all material respects, the financial position and results of
operations and cash flows of Alamosa Delaware and its consolidated Subsidiaries
or the Borrower and its consolidated subsidiaries, as applicable, as of such
dates and for such periods in accordance with GAAP, subject to year-end audit
adjustments and the absence of footnotes in the case of the statements referred
to in clause (ii) above.

                                      46
<PAGE>

          (b) Alamosa Delaware has heretofore furnished to the Lenders its pro
forma consolidated balance sheet as of September 30, 2000, prepared giving
effect to the Roberts/WOW Transactions as if the Roberts/WOW Transactions had
occurred on such date. Each of such pro forma consolidated balance sheets (i)
has been prepared in good faith based on the same assumptions used to prepare
the pro forma financial statements included in the Information Memorandum (which
assumptions are, as of the Original Effective Date, believed by Superholdings,
Alamosa Delaware and the Borrower to be reasonable), (ii) is based on the best
information available to Superholdings, Alamosa Delaware and the Borrower, as of
the Original Effective Date, after due inquiry, (iii) accurately reflects all
adjustments necessary to give effect to the Roberts/WOW Transactions and (iv)
presents fairly, in all material respects, the pro forma financial position of
Superholdings and its consolidated subsidiaries, Alamosa Delaware and its
consolidated Subsidiaries or the Borrower and its consolidated subsidiaries, as
applicable, as of such date as if the Roberts/WOW Transactions had occurred on
such date.

          (c) Alamosa Delaware has heretofore furnished to the Lenders pro forma
summary consolidated information of Alamosa Delaware, in form and substance
satisfactory to the Administrative Agent, as of and for the fiscal year ended
December 31, 2000, prepared giving effect to the Transactions as if the
Transactions had occurred on such date. Such pro forma summary consolidated
financial information (i) has been prepared in good faith based on the same
assumptions used to prepare the pro forma financial statements provided to the
Lenders on March 19, 2001 (which assumptions are, as of the Restatement
Effective Date, believed by Superholdings, Alamosa Delaware and the Borrower to
be reasonable), (ii) is based on the best information available to
Superholdings, Alamosa Delaware and the Borrower, as of the Restatement
Effective Date, after due inquiry, (iii) accurately reflects all adjustments
necessary to give effect to the Transactions and (iv) presents fairly, in all
material respects, the pro forma financial position of Superholdings and its
consolidated subsidiaries, Alamosa Delaware and its consolidated Subsidiaries or
the Borrower and its consolidated subsidiaries, as applicable, as of such date
as if the Transactions had occurred on such date.

          (d) Except as disclosed in the financial statements referred to above
or the notes thereto or in the Information Memorandum and except for the
Disclosed Matters, after giving effect to the Transactions, none of
Superholdings, APCS, Alamosa Delaware, the Borrower or the Restricted
Subsidiaries has, as of the Restatement Effective Date, any material contingent
liabilities, unusual long-term commitments or unrealized losses.

          (e) Since December 31, 1999, there has been no material adverse change
in the business, assets, operations, prospects or condition, financial or
otherwise, of Superholdings, APCS, Alamosa Delaware, the Borrower and the
Restricted Subsidiaries, taken as a whole.

          SECTION 3.05. Properties. (a) Each of Alamosa Delaware, the Borrower
and the Restricted Subsidiaries has good title to, or valid leasehold interests
in, all its real and personal property material to the business (including its
Mortgaged Properties) of Alamosa Delaware and the Restricted Subsidiaries,
except for Permitted Encumbrances.

                                      47
<PAGE>

          (b) Each of Superholdings, APCS, Alamosa Delaware, the Borrower and
the Restricted Subsidiaries owns, or is licensed to use, all trademarks,
tradenames, copyrights, patents and other intellectual property material to its
business, and the use thereof by Superholdings, APCS, Alamosa Delaware, the
Borrower and the Restricted Subsidiaries does not infringe upon the rights of
any other Person, except for any such infringements that, individually or in the
aggregate, could not reasonably be expected to result in a Material Adverse
Effect.

          (c) Schedule 3.05 identifies all real property that is owned or leased
by Alamosa Delaware, the Borrower or any of the Restricted Subsidiaries as of
the Restatement Effective Date after giving effect to the Transactions.

          SECTION 3.06. Litigation and Environmental Matters. (a) There are no
actions, suits or proceedings by or before any arbitrator or Governmental
Authority pending against or, to the knowledge of Superholdings, Alamosa
Delaware or the Borrower, threatened against or affecting Superholdings, APCS,
Alamosa Delaware, the Borrower or any of the Restricted Subsidiaries (i) as to
which there is a reasonable possibility of an adverse determination and that, if
adversely determined, could reasonably be expected, individually or in the
aggregate, to result in a Material Adverse Effect (other than the Disclosed
Matters) or (ii) that involve any of the Loan Documents or the Transactions.

          (b) Except for the Disclosed Matters and except with respect to any
other matters that, individually or in the aggregate, could not reasonably be
expected to result in a Material Adverse Effect, neither Superholdings, APCS,
Alamosa Delaware, the Borrower nor any of the Restricted Subsidiaries (i) has
failed to comply with any Environmental Law or to obtain, maintain or comply
with any permit, license or other approval required under any Environmental Law,
(ii) has become subject to any Environmental Liability, (iii) has received
notice of any claim with respect to any Environmental Liability or (iv) knows of
any basis for any Environmental Liability.

          (c) Since the date of this Agreement, there has been no change in the
status of the Disclosed Matters that, individually or in the aggregate, has
resulted in, or materially increased the likelihood of, a Material Adverse
Effect.

          SECTION 3.07. Compliance with Laws and Agreements. Each of
Superholdings, APCS, Alamosa Delaware, the Borrower and the Restricted
Subsidiaries is in compliance with (a) all laws, regulations and orders of any
Governmental Authority applicable to it or its property and all indentures,
agreements and other instruments binding upon it or its property, except where
the failure to do so, individually or in the aggregate, could not reasonably be
expected to result in a Material Adverse Effect, (b) the terms of the Sprint
Agreements, and all other indentures, agreements and instruments binding upon it
or its property, except, in the case of agreements, indentures and instruments
other than the Sprint Agreements, where the failure to do so, individually or in
the aggregate, could not reasonably be expected to result in a Material Adverse
Effect. No Default has occurred and is continuing.

          SECTION 3.08. Investment and Holding Company Status. Neither
Superholdings, APCS, Alamosa Delaware, the Borrower nor any of the Restricted
Subsidiaries is (a) an "investment company" as defined in, or subject to
regulation under, the Investment Company Act of 1940 or (b) a "holding company"
as defined in, or subject to regulation under, the Public Utility Holding
Company Act of 1935.

          SECTION 3.09. Taxes. Each of Superholdings, APCS, Alamosa Delaware,
the Borrower and the Restricted Subsidiaries has timely filed or caused to be
filed all Tax returns and reports required to have been filed and has paid or
caused to be paid all Taxes required to have been paid by it, except (a) any
Taxes that are being contested in good faith by appropriate proceedings and for
which Superholdings, APCS, Alamosa Delaware, the Borrower or such Restricted
Subsidiary, as applicable, has set aside on its books adequate reserves or (b)
to the extent that the failure to do so could not reasonably be expected to
result in a Material Adverse Effect.


                                      48
<PAGE>

          SECTION 3.10. ERISA. No ERISA Event has occurred or is reasonably
expected to occur that, when taken together with all other such ERISA Events for
which liability is reasonably expected to occur, could reasonably be expected to
result in a Material Adverse Effect. The present value of all accumulated
benefit obligations under each Plan (based on the assumptions used for purposes
of Statement of Financial Accounting Standards No. 87) did not, as of the date
of the most recent financial statements reflecting such amounts, exceed by more
than $1,000,000 the fair market value of the assets of such Plan, and the
present value of all accumulated benefit obligations of all underfunded Plans
(based on the assumptions used for purposes of Statement of Financial Accounting
Standards No. 87) did not, as of the date of the most recent financial
statements reflecting such amounts, exceed by more than $1,000,000 the fair
market value of the assets of all such underfunded Plans.

          SECTION 3.11. Disclosure. The Borrower has disclosed to the Lenders
all agreements, instruments and corporate or other restrictions to which
Superholdings, APCS, Alamosa Delaware, the Borrower or any of the Restricted
Subsidiaries is subject, and all other matters known to any of them, that,
individually or in the aggregate, could reasonably be expected to result in a
Material Adverse Effect. Neither the Information Memorandum, the Public
Information Memorandum nor any of the other reports, financial statements,
certificates or other information, taken as a whole, furnished by or on behalf
of any Loan Party to the Administrative Agent or any Lender in connection with
the negotiation of the Original Credit Agreement or this Agreement or any other
Loan Document or delivered hereunder or thereunder (as modified or supplemented
by other information so furnished) contains any material misstatement of fact or
omits to state any material fact necessary to make the statements therein, in
the light of the circumstances under which they were made, not misleading;
provided that, with respect to projected financial information, Superholdings,
Alamosa Delaware and the Borrower represent only that such information was
prepared in good faith based upon assumptions believed to be reasonable at the
time.

          SECTION 3.12. Restricted Subsidiaries. (a) Schedule 3.12 sets forth
the name of, and the ownership interest of Alamosa Delaware in, each Restricted
Subsidiary and identifies each Restricted Subsidiary that is a Subsidiary Loan
Party, in each case as of the Restatement Effective Date. Each License
Subsidiary and each Real Property Subsidiary is a Wholly Owned Subsidiary, and
all the Capital Stock of each such Person is directly or indirectly owned by the
Borrower free and clear of any Lien (other than Liens created by the Security
Documents).

          (b) As of the date hereof, there is not any issued or outstanding
Capital Stock of Alamosa Delaware or other interest of or in Alamosa Delaware or
any of its Restricted Subsidiaries other than as described in subsection (a).
All outstanding Capital Stock of each Restricted Subsidiary of Alamosa Delaware
which is owned, directly or indirectly, by Alamosa Delaware or another
Restricted Subsidiary is free and clear of all Liens whatsoever (other than
Liens under the Security Documents).

          (c) All Licenses which are directly or indirectly held by Alamosa
Delaware or any of its Restricted Subsidiaries are owned, beneficially and of
record free and clear of all Liens (other than Liens under the Security
Documents or under the Communications Act).

          (d) All Real Property Assets and Real Property- Related Equipment
(other than Excluded Real Property Assets, Excluded Real Property-Related
Equipment, Secured Real Property Assets and Secured Real Property-Related
Equipment) which are directly or indirectly owned by the Borrower or any other
Loan Party are owned free and clear of all Liens (other than Liens under the
Security Documents or Permitted Encumbrances). The Real Property Assets of
Alamosa Delaware and its Restricted Subsidiaries (excluding Secured Real
Property Assets and Secured Real Property-Related Equipment) with respect to at
least 90% of the number of towers of Alamosa Delaware and the Restricted
Subsidiaries are owned, beneficially and of record, free and clear of all Liens
(other than the Liens under the Security Documents or Permitted Encumbrances) by
the Real Property Subsidiaries.


                                      49
<PAGE>

          SECTION 3.13. Absence of Non-Permitted Obligations. None of the
Special Purpose Subsidiaries has any obligations or liabilities other than (a)
under the Guarantee Agreement and the Security Agreement, (b) subordinated
Guarantees in respect of the Alamosa Delaware Indentures, (c) in the case of
each Real Property Subsidiary, under any lease of real property or equipment
which it has entered into in the ordinary course of business and for taxes
incurred in the ordinary course of business which are incident to being the
owner or lessee of real property and equipment, (d) under the Special Purpose
Subsidiary Funding Agreements, (e) franchise and corporate taxes incurred in the
ordinary course in order for it to continue to maintain its existence and (f) as
otherwise permitted under Section 6.13.

          SECTION 3.14. Licenses. (i) Pursuant to the Sprint Agreements, Alamosa
Delaware and its Restricted Subsidiaries have the use and benefit of all PCS
Licenses necessary to operate a System in the Service Regions and each other
area in which Alamosa Delaware or any of its Restricted Subsidiaries conducts
broadband personal communications operations and (ii) Alamosa Delaware and its
Restricted Subsidiaries (x) hold all point-to-point microwave Licenses, if any,
necessary to operate the Systems in the Service Regions and each other area in
which Alamosa Delaware or any of its Restricted Subsidiaries conducts broadband
personal communications operations, each of which has been duly issued by the
FCC, is held, except as otherwise contemplated by Section 5.15(b), by a License
Subsidiary and is in full force and effect, and (y) are in compliance in all
material respects with all of the provisions of each such microwave License.

          SECTION 3.15. Insurance. Schedule 3.15 sets forth a description of all
insurance maintained by or on behalf of Alamosa Delaware and its Restricted
Subsidiaries as of the Restatement Effective Date. As of the Restatement
Effective Date, all premiums in respect of such insurance have been paid.
Superholdings, Alamosa Delaware and the Borrower believe that the insurance
maintained by or on behalf of Alamosa Delaware and its Restricted Subsidiaries
is adequate.

          SECTION 3.16. Labor Matters. As of the Restatement Effective Date,
there are no strikes, lockouts or slowdowns against Superholdings, APCS, Alamosa
Delaware, the Borrower or any Restricted Subsidiary pending or, to the knowledge
of Holding, Alamosa Delaware or the Borrower, threatened. All significant
payments due from Superholdings, APCS, Alamosa Delaware, the Borrower or any
Restricted Subsidiary, or for which any claim may be made against Superholdings,
APCS, Alamosa Delaware, the Borrower or any Restricted Subsidiary, on account of
wages and employee health and welfare insurance and other benefits, have been
paid or accrued as a liability on the books of Superholdings, APCS, Alamosa
Delaware, the Borrower or such Restricted Subsidiary. The consummation of the
Transactions will not give rise to any right of termination or right of
renegotiation on the part of any union under any collective bargaining agreement
to which Superholdings, APCS, Alamosa Delaware, the Borrower or any Restricted
Subsidiary is bound.


                                      50
<PAGE>

          SECTION 3.17. Solvency. Immediately after the consummation of the
Roberts/WOW Transactions that occurred on the Original Effective Date and
immediately following the making of each Loan made on the Original Effective
Date and after giving effect to the application of the proceeds of such Loans
(collectively, the "Original Transactions"), and immediately after the
consummation of the Transactions to occur on the Restatement Effective Date and
immediately following the making of each Loan made on the Restatement Effective
Date and after giving effect to the application of the proceeds of such Loans
(the "New Transactions"), (a) the fair value of the assets of each Loan Party,
at a fair valuation, did, in the case of the Original Transactions, or will, in
the case of the New Transactions, exceed its debts and liabilities,
subordinated, contingent or otherwise; (b) the present fair saleable value of
the property of each Loan Party was, in the case of the Original Transactions,
or will be, in the case of the New Transactions, greater than the amount that
was, in the case of the Original Transactions, or will be, in the case of the
New Transactions, required to pay the probable liability of its debts and other
liabilities, subordinated, contingent or otherwise, as such debts and other
liabilities become absolute and matured; (c) each Loan Party was, in the case of
the Original Transactions, or will be, in the case of the New Transactions, able
to pay its debts and liabilities, subordinated, contingent or otherwise, as such
debts and liabilities become absolute and matured; and (d) each Loan Party did
not, in the case of the Original Transactions, or will not, in the case of the
New Transactions, have unreasonably small capital with which to conduct the
business in which it is engaged as such business, in the case of the Original
Transactions, was conducted and was proposed to be conducted following the
Original Effective Date or, in the case of the New Transactions, is now
conducted and is proposed to be conducted following the Restatement Effective
Date.

          SECTION 3.18. Use of Proceeds. The proceeds of the Loans and the
Letters of Credit will be used only for the purposes specified in the
preamble of this Agreement.

          SECTION 3.19. FCC Compliance. (a) Alamosa Delaware and each
Restricted Subsidiary are in compliance in all material respects with the
Communications Act.

          (b) None of Superholdings, Alamosa Delaware or the Borrower has
knowledge of any investigation, notice of apparent liability, violation,
forfeiture or other order or complaint issued by or before the FCC, or of any
other proceedings (other than proceedings relating to the wireless
communications industries generally) of or before the FCC, which could
reasonably be expected to have a Material Adverse Effect.

          (c) No event has occurred which (i) results in, or after notice or
lapse of time or both would result in, revocation, suspension, adverse
modification, non-renewal, impairment, restriction or termination of, or order
of forfeiture with respect to, any License in any respect which could reasonably
be expected to have a Material Adverse Effect or (ii) affects or could
reasonably be expected in the future to affect any of the rights of Alamosa
Delaware, the Borrower or any License Subsidiary under any License held by
Alamosa Delaware, the Borrower or any License Subsidiary in any respect which
could reasonably be expected to have a Material Adverse Effect.

          (d) Each of Alamosa Delaware, the Borrower and the License
Subsidiaries has duly filed in a timely manner all material filings, reports,
applications, documents, instruments and information required to be filed by it
under the Communications Act, and all such filings were when made true, correct
and complete in all material respects.

          (e) Alamosa Delaware has no reason to believe that each License of
Alamosa Delaware or any of its Restricted Subsidiaries will not be renewed in
the ordinary course.


                                      51
<PAGE>

          SECTION 3.20. Security Documents. (a) The Pledge Agreement is
effective to create in favor of the Administrative Agent, for the ratable
benefit of the Secured Parties, a legal, valid and enforceable security interest
in the Collateral (as defined in the Pledge Agreement) and, when the Collateral
is delivered to the Administrative Agent, the Pledge Agreement shall create a
fully perfected first priority Lien on, and security interest in, all right,
title and interest of the pledgors thereunder in such Collateral, in each case
prior and superior in right to any other Person.

          (b) The Security Agreement is effective to create in favor of the
Administrative Agent, for the ratable benefit of the Secured Parties, a legal,
valid and enforceable security interest in the Collateral (as defined in the
Security Agreement) and, when financing statements in appropriate form are filed
in the offices specified on Schedule 6 to the Perfection Certificate, as updated
by the Borrower from time to time in accordance with Section 5.03, the Security
Agreement shall constitute a fully perfected Lien on, and security interest in,
all right, title and interest of the grantors thereunder in such Collateral
(other than the Intellectual Property, as defined in the Security Agreement), to
the extent perfection can be obtained by filing Uniform Commercial Code
financing statements, in each case prior and superior in right to any other
Person, other than with respect to Liens expressly permitted by Section 6.02.

          (c) When the Security Agreement is filed in the United States Patent
and Trademark Office and the United States Copyright Office, and, with respect
to Collateral in which a security interest cannot be perfected by such filings,
upon the filing of the financing statements referred to in paragraph (b) above,
the Security Agreement and such financing statements shall constitute a fully
perfected Lien on, and security interest in, all right, title and interest of
the grantors thereunder in the Intellectual Property (as defined in the Security
Agreement), in each case prior and superior in right to any other Person (it
being understood that subsequent recordings in the United States Patent and
Trademark Office and the United States Copyright Office may be necessary to
perfect a lien on registered trademarks, trademark applications and copyrights
acquired by the grantors after the date hereof).

          (d) The Mortgages, if any, are effective to create in favor of the
Administrative Agent, for the ratable benefit of the Secured Parties, a legal,
valid and enforceable Lien on all of Alamosa Delaware's right, title and
interest in and to the Mortgaged Property thereunder and the proceeds thereof,
and when the Mortgages are filed in the offices specified on Schedule 3.22, the
Mortgages shall constitute a fully perfected Lien on, and security interest in,
all right, title and interest of Alamosa Delaware in such Mortgaged Property and
the proceeds thereof, in each case prior and superior in right to any other
Person, other than with respect to the rights of Persons pursuant to Liens
expressly permitted by Section 6.02.

          SECTION 3.21. Copyrights, Trademarks, etc. Alamosa Delaware and the
Restricted Subsidiaries own, or are licensed to use, all copyrights, trademarks,
trade names, patents, technology, know-how and processes, service marks and
rights with respect to the foregoing that are used in or necessary for the
conduct of their respective businesses as currently conducted unless the failure
to obtain such item could not reasonably be expected to result in a Material
Adverse Effect. To the knowledge of any Loan Party, the use of such copyrights,
trademarks, trade names, patents, technology, know-how and processes, service
marks and rights with respect to the foregoing by Alamosa Delaware and the
Restricted Subsidiaries does not infringe in any material respect on the rights
of any Person.


          SECTION 3.22. Federal Regulations. No part of the proceeds of any
Loans will be used in any manner which would result in a violation of Regulation
U or X of the Board as now and from time to time hereafter in effect or to buy
or carry "margin stock" (as defined thereunder) or to refinance any Indebtedness
incurred for such purpose.

          SECTION 3.23. Total Borrower Capital. As of the Original Effective
Date, Total Borrower Capital was equal to at least $596,500,000 and as of the
Restatement Effective Date, Total Borrower Capital is equal to at least
$625,931,000.


                                      52
<PAGE>

                                   ARTICLE IV

                                   Conditions


          SECTION 4.01. Restatement Effective Date. The obligations of the
Lenders to make Loans and of the Issuing Bank to issue Letters of Credit
hereunder shall not become effective until the date on which each of the
following conditions is satisfied (or waived in accordance with Section 9.02):

          (a) The Administrative Agent (or its counsel) shall have received from
     each party hereto either (i) a counterpart of this Agreement signed on
     behalf of such party or (ii) written evidence satisfactory to the
     Administrative Agent (which may include telecopy transmission of a signed
     signature page of this Agreement) that such party has signed a counterpart
     of this Agreement.

          (b) The Administrative Agent shall have received a favorable written
     opinion (addressed to the Administrative Agent and the Lenders and dated
     the Restatement Effective Date) of each of (i) Skadden, Arps, Slate,
     Meagher & Flom, LLP, counsel for the Borrower, substantially in the form of
     Exhibit B-1, (ii) Crenshaw, Dupree and Milam, LLP, counsel for the
     Borrower, substantially in the form of Exhibit B-2, (iii) Axley Brynelson,
     LLP, special Wisconsin counsel for the Borrower, Duncan, Tiger, Tabor &
     Niegel, special Oregon and Washington counsel for the Borrower, Armstrong
     Teasdale LLP, special Missouri counsel for the Borrower, Fob Jones, special
     Oklahoma counsel for the Borrower, Bassett Law Firm, special Arkansas
     counsel for the Borrower, and Adams & Jones, special Kansas counsel for the
     Borrower, substantially in the form of Exhibit B-3, and (iv) Vonya B.
     McCann, counsel to Sprint PCS, as to validity of Licenses, in form and
     substance satisfactory to the Administrative Agent, and, in the case of
     each such opinion required by this paragraph, covering such other matters
     relating to the Loan Parties, the Loan Documents or the Southwest
     Transactions as the Required Lenders shall reasonably request. Each of
     Superholdings, Alamosa Delaware and the Borrower hereby requests such
     counsel to deliver such opinions.

          (c) The Administrative Agent shall have received such documents and
     certificates as the Administrative Agent or its counsel may reasonably
     request relating to the organization, existence and good standing of each
     Loan Party, the authorization of the Southwest Transactions and any other
     legal matters relating to the Loan Parties, the Loan Documents or the
     Southwest Transactions, all in form and substance satisfactory to the
     Administrative Agent and its counsel.

          (d) The Administrative Agent shall have received a certificate, dated
     the Restatement Effective Date and signed by the President, a Vice
     President or a Financial Officer of the Borrower, confirming compliance
     with the conditions set forth in paragraphs (a), (b) and (c) of Section
     4.02.


                                      53
<PAGE>

          (e) The Administrative Agent shall have received all fees and other
     amounts due and payable on or prior to the Restatement Effective Date,
     including, to the extent invoiced, reimbursement or payment of all out-
     of-pocket expenses (including fees, charges and disbursements of counsel)
     required to be reimbursed or paid by any Loan Party hereunder or under any
     other Loan Document.

          (f) The Collateral and Guarantee Requirement shall have been satisfied
     and the Administrative Agent shall have received a completed Perfection
     Certificate dated the Restatement Effective Date and signed by an executive
     officer or Financial Officer of the Borrower, together with all attachments
     contemplated thereby, including the results of a search of the Uniform
     Commercial Code (or equivalent) filings made with respect to the Targets in
     the jurisdictions contemplated by the Perfection Certificate and copies of
     the financing statements (or similar documents) disclosed by such search
     and evidence reasonably satisfactory to the Administrative Agent that the
     Liens indicated by such financing statements (or similar documents) are
     permitted by Section 6.02 or have been released.

          (g) The Administrative Agent shall have received evidence that the
     insurance required by Section 5.07 and the Security Documents is in effect.

          (h) As of the Restatement Effective Date, Alamosa Delaware shall, on a
     pro forma basis, be in compliance with the Financial Covenants.

          (i) The Lenders shall have received an 8-year business plan of each of
     Alamosa Delaware and the Borrower, with quarterly projections for the
     five-year period following the Restatement Effective Date, which shall be
     satisfactory to the Lenders.

          (j) Except as set forth in Schedule 4.01, all material consents and
     approvals required to be obtained from any Governmental Authority or other
     Person in connection with the Southwest Merger Transaction and the other
     Southwest Transactions (including, without limitation, FCC approval) shall
     have been obtained, and all applicable waiting periods and appeal periods
     shall have expired (or the Agents shall be reasonably satisfied that there
     is no significant risk of an appeal being made prior to the expiration of
     any such appeal period), in each case without the imposition of any
     burdensome conditions. The Southwest Merger Transaction shall have been
     consummated immediately prior to, and the other Southwest Transactions
     shall be consummated substantially simultaneously with, the initial funding
     of Loans on the Restatement Effective Date in accordance with the Southwest
     Agreement and applicable law, without any amendment to or waiver of any
     material terms or conditions of the Southwest Agreement adverse to the
     Lenders not approved by the Required Lenders. The Administrative Agent
     shall have received copies of the Southwest Agreement and all certificates,
     opinions and other documents delivered thereunder, certified by a Financial
     Officer as complete and correct.

          (k) The Borrower shall have received the Additional Alamosa Delaware
     Contribution. The terms and conditions of the Additional Alamosa Delaware
     Contribution and the provisions of the documents related thereto shall be
     reasonably satisfactory to the Administrative Agent. The Administrative
     Agent shall have received copies of the documents related to the Additional
     Alamosa Delaware Contribution, certified by a Financial Officer as complete
     and correct.


                                      54
<PAGE>

          (l) The Lenders shall have received (i) pro forma summary consolidated
     financial information of Alamosa Delaware, in form and substance
     satisfactory to the Administrative Agent, as of and for the fiscal year
     ended December 31, 2000, reflecting all pro forma adjustments as if the
     Transactions had been consummated on such date, and such pro forma summary
     consolidated financial information shall be consistent in all material
     respects with the forecasts and other information previously provided to
     the Lenders, (ii) audited consolidated balance sheet and related statements
     of income, stockholders' equity and cash flows of Southwest Holdings as of
     and for the fiscal year ended December 31, 1999, all reported on by Ernst &
     Young LLP to the effect that such consolidated financial statements present
     fairly in all material respects the financial condition and results of
     operations of Southwest Holdings, and its consolidated subsidiaries, on a
     consolidated basis in accordance with GAAP consistently applied, and such
     audited consolidated balance sheet, statements of income, stockholders'
     equity and cash flows shall be consistent in all material respects with the
     information previously provided to the Lenders and (iii) to the extent
     requested by the Lenders, unaudited consolidated balance sheets and related
     statements of income, stockholders' equity and cash flows of Southwest
     Holdings as of the end of and for each month and fiscal quarter ending
     after December 31, 1999, and such unaudited consolidated balance sheets,
     statements of income, stockholders' equity and cash flows shall be
     consistent in all material respects with the information previously
     provided to the Lenders.

          (m) After giving effect to the Transactions, neither Superholdings,
     APCS, Alamosa Delaware, the Borrower nor any of the Restricted Subsidiaries
     shall have outstanding any shares of preferred stock or any Indebtedness,
     other than (i) Indebtedness incurred under the Loan Documents, (ii)
     $350,000,000 of Indebtedness in respect of the 12 7/8% Senior Discount
     Notes, (iii) $250,000,000 of Indebtedness in respect of the 12 1/2% Senior
     Notes and (iv) Capital Lease Obligations in an aggregate amount not in
     excess of $2,000,000. The aggregate amount of the Transaction Costs shall
     not exceed $11,603,000.

          (n) The Administrative Agent shall have received a solvency letter, in
     form and substance satisfactory to the Lenders, from the chief financial
     officer of Superholdings, with respect to the solvency of the Loan Parties
     after giving effect to the Transactions.

          (o) The Administrative Agent shall have received evidence reasonably
     satisfactory to it that all existing indebtedness of the Targets
     substantially simultaneously with the initial funding of the Loans on the
     Restatement Effective Date shall be repaid, that all commitments in
     connection therewith substantially simultaneously with the initial funding
     of Loans on the Restatement Effective Date shall be terminated and all
     Liens securing any Indebtedness thereunder substantially simultaneously
     with the initial funding of Loans on the Restatement Effective Date shall
     be released.

          (p) There shall have been no material adverse change in the business,
     assets, operations, prospects or condition, financial or otherwise, of
     Superholdings, APCS, Alamosa Delaware, the Borrower and the Restricted
     Subsidiaries, taken as a whole, and each of Roberts, WOW and the Targets
     since December 31, 1999.


                                      55
<PAGE>

          (q) The Sprint Agreements shall be in full force and effect and no
     Loan Party shall be aware of any default in any significant respect by any
     party thereto in the performance of its obligations thereunder. Sprint PCS,
     affiliates of Sprint PCS that are party to or bound by the Sprint
     Agreements and Alamosa Delaware and its Restricted Subsidiaries (including
     Southwest) shall have executed and delivered an Amended and Restated
     Consent and Agreement with the Administrative Agent, acting for the
     Lenders, and the Amended and Restated Consent and Agreement shall be in
     full force and effect.

          (r) Alamosa Delaware shall have transferred to (i) the Real Property
     Subsidiaries all Real Property Assets and Real Property-Related Equipment
     other than (A) Real Property Assets constituting rights under leases that
     as of the date hereof prohibit such transfer (without regard to any such
     prohibition which contains exceptions if Alamosa Delaware or any Restricted
     Subsidiary remains liable for the obligations under the applicable lease or
     if Alamosa Delaware or the Restricted Subsidiaries were to take other
     actions which are reasonably (considering the expenses involved) within
     their power to take ("Restricted Real Property Assets")), (B) equipment
     which constitutes a fixture to any Restricted Real Property Asset
     ("Restricted Real Property-Related Equipment") and (C) Secured Real
     Property Assets and Secured Real Property Related Equipment, but in any
     event the Borrower shall have so transferred leasehold interests covering
     at least 90% of the number of towers leased (or on which space is leased)
     by Alamosa Delaware and the Restricted Subsidiaries (excluding Secured Real
     Property Assets and Secured Real Property- Related Equipment) as of the
     date hereof and provided evidence reasonably satisfactory to the
     Administrative Agent of the transfers described above and (ii) a License
     Subsidiary all Licenses, except as otherwise contemplated by Section
     5.15(b), which are directly or indirectly held by Alamosa Delaware or any
     of the Restricted Subsidiaries (including the Licenses listed on Schedule
     3.14), in each case free and clear of all Liens whatsoever (other than
     Liens created by the Security Documents and (x) with respect to any Real
     Property Subsidiary, Permitted Encumbrances, and, in the case of leasehold
     interests in towers, Liens permitted by Section 6.02 on equipment
     constituting fixtures with respect to the towers subject to such leases,
     and (y) with respect to any License Subsidiary, Liens arising under the
     Communications Act), and each Special Purpose Subsidiary shall have entered
     into a Special Purpose Subsidiary Funding Agreement with the Borrower.

          (s) There shall be no litigation or administrative proceeding
     commenced that could reasonably be expected to have a Material Adverse
     Effect.

          (t) The Lenders shall have received written confirmation from Moody's
     and S&P that, as of the Restatement Effective Date, after giving effect to
     the Transactions (i) the rating of the senior, unsecured,
     non-credit-enhanced, publicly held, long-term indebtedness for borrowed
     money of Alamosa Delaware by each of Moody's and S&P are no lower than Caa1
     and CCC, respectively, and (ii) the rating of the facilities hereunder by
     each of Moody's and S&P are no lower than B2 and B-, respectively.

          (u) The Administrative Agent shall have received evidence reasonably
     satisfactory to it that the Borrower has made equity contributions to each
     of Alamosa, Roberts, WOW and Southwest in amounts sufficient to ensure that
     the contributed equity of each of Alamosa, Roberts, WOW and Southwest is at
     least equal to (i) in the case of Alamosa, the amount of Indebtedness of
     Alamosa refinanced with Term Loans hereunder, (ii) in the case of Roberts,
     $20,000,000, (iii) in the case of WOW, $10,000,000 and (iv) in the case of
     Southwest, $53,000,000.


                                      56
<PAGE>

          (v) The Administrative Agent shall have received evidence reasonably
     satisfactory to it that, as of the Restatement Effective Date, Total
     Borrower Capital is equal to at least $625,931,000.

The Administrative Agent shall notify the Borrower and the Lenders of the
Restatement Effective Date, and such notice shall be conclusive and binding.
Notwithstanding the foregoing, the obligations of the Lenders to make Loans and
of the Issuing Bank to issue Letters of Credit hereunder shall not become
effective unless each of the foregoing conditions is satisfied (or waived
pursuant to Section 9.02) at or prior to 5:00 p.m., New York time, on April 30,
2001 (and, in the event such conditions are not so satisfied or waived, the
Commitments shall terminate at such time).

          SECTION 4.02. Each Credit Event. The obligation of each Lender to make
a Loan on the occasion of any Borrowing, and of the Issuing Bank to issue,
amend, renew or extend any Letter of Credit, is subject to receipt of the
request therefor in accordance herewith and to the satisfaction of the following
conditions:

          (a) The representations and warranties of each Loan Party set forth in
     the Loan Documents shall be true and correct in all material respects on
     and as of the date of such Borrowing or the date of issuance, amendment,
     renewal or extension of such Letter of Credit, as applicable, except to the
     extent any representation or warranty expressly relates to an earlier date
     (in which case such representation or warranty shall be true and correct as
     of such earlier date).

          (b) At the time of and immediately after giving effect to such
     Borrowing or the issuance, amendment, renewal or extension of such Letter
     of Credit, as applicable, no Default shall have occurred and be continuing.

          (c) The ratio of Senior Debt to Net Property, Plant and Equipment on
     the last day of the fiscal quarter ending immediately prior to such
     Borrowing shall not exceed 1.00:1.00.

Each Borrowing and each issuance, amendment, renewal or extension of a Letter of
Credit shall be deemed to constitute a representation and warranty by
Superholdings, Alamosa Delaware and the Borrower on the date thereof as to the
matters specified in paragraphs (a), (b) and (c) of this Section.


                                      57
<PAGE>

                                    ARTICLE V

                              Affirmative Covenants
                              ---------------------

          Until the Commitments have expired or been terminated and the
principal of and interest on each Loan and all fees payable hereunder shall have
been paid in full and all Letters of Credit shall have expired or terminated and
all LC Disbursements shall have been reimbursed, each of Superholdings, Alamosa
Delaware and the Borrower covenants and agrees with the Lenders that:

          SECTION 5.01. Financial Statements and Other Information. The
Borrower will furnish to the Administrative Agent and each Lender:

          (a)(i) within 90 days after the end of each fiscal year (A) of each of
     Superholdings (commencing with the fiscal year ending December 31, 2001)
     and Alamosa Delaware and its Restricted Subsidiaries, its audited
     consolidated balance sheet and related statements of operations,
     stockholders' equity and cash flows as of the end of and for such year,
     setting forth in each case in comparative form the figures for the previous
     fiscal year, all reported on by PricewaterhouseCoopers LLP or other
     independent public accountants of recognized national standing (without a
     "going concern" or like qualification or exception and without any
     qualification or exception as to the scope of such audit) to the effect
     that such consolidated financial statements present fairly in all material
     respects the financial condition and results of operations of Superholdings
     or Alamosa Delaware, as the case may be, and its consolidated Subsidiaries,
     on a consolidated basis in accordance with GAAP consistently applied and
     (B) of the Borrower, its unaudited consolidated balance sheets and related
     statement of operations and cash flows as of the end of and for such year,
     setting forth in each case in comparative form the figures for the previous
     fiscal year, all certified by one of its Financial Officers as presenting
     fairly in all material respects the financial condition and results of
     operations of the Borrower and its consolidated subsidiaries on a
     consolidated basis in accordance with GAAP consistently applied, (ii)
     within 90 days after the end of each fiscal year of Alamosa Delaware, its
     consolidating balance sheets and related statements of operations,
     stockholders' equity and cash flows as of the end of and for such year,
     setting forth in each case in comparative form the figures for the previous
     fiscal year, all certified by one of its Financial Officers as presenting
     fairly in all material respects the financial condition and results of
     operations of Alamosa Delaware and its consolidated Subsidiaries on a
     consolidating basis in accordance with GAAP consistently applied and (iii)
     at the time of delivery of the financial statements set forth above for the
     fiscal year ending December 31, 2001, (A) a narrative summary containing a
     detailed explanation of the financial performance of Alamosa Delaware and
     its Restricted Subsidiaries for such fiscal year and the fiscal quarter
     then ending as compared against the Alamosa Delaware consolidated financial
     model provided to the Lenders on March 12, 2001 and (B) a quantitative
     analysis containing a detailed comparison of the financial performance of
     Alamosa Delaware and its Restricted Subsidiaries for such fiscal year and
     fiscal quarter as compared against the Alamosa Delaware consolidated
     financial model provided to the Lenders on March 12, 2001, in each case in
     form satisfactory to the Administrative Agent;


                                      58
<PAGE>

          (b) within 45 days after the end of (i) each of the first three fiscal
     quarters of each fiscal year (A) of each of Superholdings and Alamosa
     Delaware, its consolidated and consolidating balance sheets and related
     statements of operations, stockholders' equity and cash flows as of the end
     of and for such fiscal quarter and the then elapsed portion of the fiscal
     year and (B) of the Borrower, its consolidated balance sheet and related
     statement of operations and cash flows as of the end of and for such fiscal
     quarter and the then elapsed portion of the fiscal year, setting forth in
     each case in comparative form the figures for the corresponding period or
     periods of (or, in the case of the balance sheet, as of the end of the
     corresponding period or periods of) the previous fiscal year, all certified
     by one of its Financial Officers as presenting fairly in all material
     respects the financial condition and results of operations of Superholdings
     or Alamosa Delaware, as the case may be, and its consolidated Subsidiaries
     or the Borrower and its consolidated subsidiaries, as applicable, on a
     consolidated or consolidating basis, as applicable, in accordance with GAAP
     consistently applied, subject to normal year-end audit adjustments and the
     absence of footnotes, and (ii) each fiscal quarter ending on or before June
     30, 2002, (A) a narrative summary containing a detailed explanation of the
     financial performance of Alamosa Delaware and its Restricted Subsidiaries
     for such fiscal quarter as compared against the Alamosa Delaware
     consolidated financial model provided to the Lenders on March 12, 2001 and
     (B) a quantitative analysis containing a detailed comparison of the
     financial performance of Alamosa Delaware and its Restricted Subsidiaries
     for such fiscal quarter as compared against the Alamosa Delaware
     consolidated financial model provided to the Lenders on March 12, 2001, in
     each case in form satisfactory to the Administrative Agent;

          (c) within 30 days after the end of each of the first two fiscal
     months of each fiscal quarter of the Borrower ending on or before June 30,
     2002, its internal management report as of the end of and for such fiscal
     month and the then elapsed portion of the fiscal year, in the same form as
     delivered to management of Alamosa Delaware and the Borrower;

          (d) concurrently with any delivery of financial statements under
     clause (a) or (b) above, a certificate of a Financial Officer of the
     Borrower, Alamosa Delaware or Superholdings, as applicable, (i) certifying
     as to whether, to the best of such officer's knowledge, a Default has
     occurred and is continuing, and, if a Default has occurred and is
     continuing, specifying the details thereof and any action taken or proposed
     to be taken with respect thereto, (ii) setting forth reasonably detailed
     calculations demonstrating compliance with the Financial Covenants and
     (iii) stating whether any change in GAAP or in the application thereof has
     occurred since the date of the Borrower's, Alamosa Delaware's or
     Superholdings', as applicable, audited financial statements referred to in
     Section 3.04 and, if any such change has occurred, specifying the effect of
     such change on the financial statements accompanying such certificate;

          (e) concurrently with any delivery of financial statements under
     clause (a)(i) above, a certificate of the accounting firm that reported on
     such financial statements stating whether they obtained knowledge during
     the course of their examination of such financial statements of any Default
     (which certificate may be limited to the extent required by accounting
     rules or guidelines);


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<PAGE>


          (f) at least 60 days after the commencement of each fiscal year of the
     Borrower, a detailed consolidated budget for such fiscal year (including a
     projected consolidated balance sheet and related statements of projected
     operations and cash flow as of the end of and for such fiscal year and
     setting forth the assumptions used for purposes of preparing such budget)
     and, promptly when available, any significant revisions of such budget;

          (g) promptly after the same become publicly available, copies of all
     periodic and other reports, proxy statements and other materials filed by
     Superholdings, Alamosa Delaware, the Borrower or any Restricted Subsidiary
     with the Securities and Exchange Commission, or any Governmental Authority
     succeeding to any or all of the functions of said Commission, or with any
     national securities exchange, or distributed by Superholdings to its
     shareholders generally, as the case may be; and

          (h) promptly following any request therefor, such other information
     regarding the operations, business affairs and financial condition of
     Superholdings, APCS, Alamosa Delaware, the Borrower or any Restricted
     Subsidiary, including without limitation information on revenue, churn and
     system information on a quarterly basis and certain subscriber information
     on a monthly basis, or compliance with the terms of any Loan Document, as
     the Administrative Agent or any Lender may reasonably request.

          SECTION 5.02. Notices of Material Events. Superholdings, Alamosa
Delaware and the Borrower will furnish to the Administrative Agent and each
Lender prompt written notice of the following:

          (a) the occurrence of any Default;

          (b) the filing or commencement of any action, suit or proceeding by or
     before any arbitrator or Governmental Authority against or affecting
     Superholdings, APCS, Alamosa Delaware, the Borrower or any Affiliate
     thereof that, if adversely determined, could reasonably be expected to
     result in a Material Adverse Effect;

          (c) the occurrence of any ERISA Event that, alone or together with any
     other ERISA Events that have occurred, could reasonably be expected to
     result in a Material Adverse Effect; and

          (d) any other development that results in, or could reasonably be
     expected to result in, a Material Adverse Effect.

Each notice delivered under this Section shall be accompanied by a statement of
a Financial Officer or other executive officer of the Borrower setting forth the
details of the event or development requiring such notice and any action taken
or proposed to be taken with respect thereto.

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<PAGE>

          SECTION 5.03. Information Regarding Collateral. (a) The Borrower will
furnish to the Administrative Agent prompt written notice of any change (i) in
any Loan Party's corporate name or in any trade name used to identify it in the
conduct of its business or in the ownership of its properties, (ii) in the
location of any Loan Party's chief executive office, its principal place of
business, any office in which it maintains books or records relating to
Collateral owned by it or any office or facility at which Collateral owned by it
is located (including the establishment of any such new office or facility),
(iii) in any Loan Party's identity or corporate structure or (iv) in any Loan
Party's Federal Taxpayer Identification Number. Each of Alamosa Delaware and the
Borrower agrees not to effect or permit any change referred to in the preceding
sentence unless all filings have been made under the Uniform Commercial Code or
otherwise that are required in order for the Administrative Agent to continue at
all times following such change to have a valid, legal and perfected security
interest in all the Collateral. The Borrower also agrees promptly to notify the
Administrative Agent if any material portion of the Collateral is damaged or
destroyed.

          (b) Each year, at the time of delivery of annual financial statements
with respect to the preceding fiscal year pursuant to clause (a) of Section
5.01, the Borrower shall deliver to the Administrative Agent a certificate of a
Financial Officer of the Borrower (i) setting forth the information required
pursuant to Section 2 of the Perfection Certificate or confirming that there has
been no change in such information since the date of the Perfection Certificate
delivered on the Restatement Effective Date or the date of the most recent
certificate delivered pursuant to this Section and (ii) certifying that all
Uniform Commercial Code financing statements (including fixture filings, as
applicable) or other appropriate filings, recordings or registrations, including
all refilings, rerecordings and reregistrations, containing a description of the
Collateral have been filed of record in each governmental, municipal or other
appropriate office in each jurisdiction identified pursuant to clause (i) above
to the extent necessary to protect and perfect the security interests under the
Security Agreement for a period of not less than 18 months after the date of
such certificate (except as noted therein with respect to any continuation
statements to be filed within such period).

          SECTION 5.04. Existence; Conduct of Business. Each of Superholdings,
Alamosa Delaware and the Borrower will, and will cause APCS and the Restricted
Subsidiaries to, do or cause to be done all things necessary to preserve, renew
and keep in full force and effect its legal existence and the rights, licenses,
permits, privileges, franchises, patents, copyrights, trademarks and trade names
material to the conduct of its business; provided that the foregoing shall not
prohibit any merger, consolidation, liquidation or dissolution permitted under
Section 6.03.

          SECTION 5.05. Payment of Obligations. Each of Superholdings, Alamosa
Delaware and the Borrower will, and will cause APCS and each of the Restricted
Subsidiaries to, pay its Indebtedness and other material obligations, including
material Tax liabilities, before the same shall become delinquent or in default,
except where (a) the validity or amount thereof is being contested in good faith
by appropriate proceedings, (b) Superholdings, APCS, Alamosa Delaware, the
Borrower or such Restricted Subsidiary has set aside on its books adequate
reserves with respect thereto in accordance with GAAP and (c) such contest
effectively suspends collection of the contested obligation and the enforcement
of any Lien securing such obligation.


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<PAGE>

                  SECTION 5.06. Maintenance of Properties. Each of
Superholdings, Alamosa Delaware and the Borrower will, and will cause APCS and
each of the Restricted Subsidiaries to, keep and maintain all property material
to the conduct of its business in good working order and condition, ordinary
wear and tear excepted.

          SECTION 5.07. Insurance. Each of Superholdings, Alamosa Delaware and
the Borrower will, and will cause APCS and each of the Restricted Subsidiaries
to, maintain, with financially sound and reputable insurance companies (a)
insurance in such amounts (with no greater risk retention) and against such
risks as are customarily maintained by companies of established repute engaged
in the same or similar businesses operating in the same or similar locations and
(b) all insurance required to be maintained pursuant to the Security Documents.
The Borrower will furnish to the Lenders, upon request of the Administrative
Agent, information in reasonable detail as to the insurance so maintained.

          SECTION 5.08. Casualty and Condemnation. The Borrower (a) will furnish
to the Administrative Agent and the Lenders prompt written notice of any
casualty or other insured damage to any material portion of any Collateral or
the commencement of any action or proceeding for the taking of any Collateral or
any part thereof or interest therein having a fair market value in excess of
$100,000 under power of eminent domain or by condemnation or similar proceeding
and (b) will ensure that the Net Proceeds of any such event (whether in the form
of insurance proceeds, condemnation awards or otherwise) are collected and
applied in accordance with the applicable provisions of Section 2.10(c).

          SECTION 5.09. Books and Records; Inspection and Audit Rights. Each of
Superholdings, Alamosa Delaware and the Borrower will, and will cause APCS and
each of the Restricted Subsidiaries to, keep proper books of record and account
in which full, true and correct entries are made of all dealings and
transactions in relation to its business and activities. Each of Superholdings,
Alamosa Delaware and the Borrower will, and will cause APCS and each of the
Restricted Subsidiaries to, permit any representatives designated by the
Administrative Agent or any Lender (after consultation with, and subject to
coordination of visits by, the Administrative Agent), upon reasonable prior
notice, to visit and inspect its properties, to examine and make extracts from
its books and records, and to discuss its affairs, finances and condition with
its officers and independent accountants, all at such reasonable times and as
often as reasonably requested.

          SECTION 5.10. Compliance with Laws. Each of Superholdings, Alamosa
Delaware and the Borrower will, and will cause APCS and each of the Restricted
Subsidiaries to, comply with all laws, rules, regulations and orders of any
Governmental Authority applicable to it or its property, and to comply in all
material respects with all of its Contractual Obligations (including obligations
under any License), in each case, except where the failure to do so,
individually or in the aggregate, could not reasonably be expected to result in
a Material Adverse Effect.

          SECTION 5.11. Use of Proceeds and Letters of Credit. The proceeds of
the Loans and issuances of Letters of Credit will be used only for the purposes
set forth in the preamble of this Agreement. No part of the proceeds of any Loan
will be used, whether directly or indirectly, for any purpose that entails a
violation of any of the Regulations of the Board, including Regulations U and X.

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<PAGE>

          SECTION 5.12. Additional Subsidiaries. If any additional Subsidiary is
formed or acquired after the Restatement Effective Date (and such Subsidiary has
assets in excess of $100,000 or acquires assets in excess of $100,000 or has
revenue in excess of $10,000 per annum), the Borrower will, within three
Business Days after such Subsidiary is formed or acquired, notify the
Administrative Agent thereof and cause the Collateral and Guarantee Requirement
to be satisfied with respect to Subsidiary (if it is a Subsidiary Loan Party)
and with respect to any Equity Interest in or Indebtedness of such Subsidiary
owned by or on behalf of any Loan Party.

          SECTION 5.13. Further Assurances. (a) Each of Superholdings, Alamosa
Delaware and the Borrower will, and will cause APCS and each Subsidiary Loan
Party to, execute any and all further documents, financing statements,
agreements and instruments, and take all such further actions (including the
filing and recording of financing statements, fixture filings, mortgages, deeds
of trust and other documents), which may be required under any applicable law,
or which the Administrative Agent or the Required Lenders may reasonably
request, to cause the Collateral and Guarantee Requirement to be and remain
satisfied, all at the expense of the Loan Parties. Superholdings, Alamosa
Delaware and the Borrower also agree to provide to the Administrative Agent,
from time to time upon request, evidence reasonably satisfactory to the
Administrative Agent as to the perfection and priority of the Liens created or
intended to be created by the Security Documents.

          (b) If any material assets (including any real property or
improvements thereto or any interest therein) are acquired by Alamosa Delaware,
the Borrower or any Subsidiary Loan Party after the Restatement Effective Date
(other than assets constituting Collateral under the Security Documents that
become subject to the Lien of the Security Documents upon acquisition thereof),
the Borrower will notify the Administrative Agent thereof, and, if requested by
the Administrative Agent or the Required Lenders, the Borrower will cause such
assets to be subjected to a Lien securing the Obligations and will take, and
cause the Subsidiary Loan Parties to take, such actions as shall be necessary or
reasonably requested by the Administrative Agent to grant and perfect such
Liens, including actions described in paragraph (a) of this Section, all at the
expense of the Loan Parties. In addition, if (i) any License is acquired by
Alamosa Delaware, the Borrower or any Restricted Subsidiary (other than a
designated License Subsidiary) Alamosa Delaware will promptly transfer or cause
the transfer to a designated License Subsidiary for such License, (ii) any Real
Property Assets (other than Restricted Real Property Assets, Secured Real
Property Assets and Excluded Real Property Assets) or any Real Property-Related
Equipment (other than Restricted Real Property-Related Equipment, Secured Real
Property-Related Equipment and Excluded Real Property Equipment) is acquired by
Alamosa Delaware, the Borrower or any Restricted Subsidiary Alamosa Delaware
will promptly transfer or cause the transfer of such assets to the Real Property
Subsidiaries (provided, however, that any leasehold interest relating to a tower
need not be transferred to a Real Property Subsidiary so long as leases covering
at least 90% of the number of towers leased by Alamosa Delaware and the
Restricted Subsidiaries (excluding Secured Real Property Assets) are at the time
held by the Real Property Subsidiaries) and (iii) any fee interests in real
property (other than Excluded Real Property Assets) having at the time of
acquisition thereof a purchase price or fair market value greater than
$1,000,000 (a "Mortgaged Property") are acquired by Alamosa Delaware, the
Borrower or any Restricted Subsidiary after the date hereof (including Mortgaged
Properties of any Person that becomes a Restricted Subsidiary or is merged with
or into or consolidated with the Borrower or any Restricted Subsidiary) the
Borrower will promptly create or cause to be created a first priority (other
than with respect to Permitted Encumbrances) perfected Mortgage in favor of the
Administrative Agent for the benefit of the Secured Parties on, and pay all
recording taxes, title insurance costs, survey costs and other costs in
connection with such Mortgage.


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<PAGE>

          SECTION 5.14. Interest Rate Protection. As promptly as practicable,
and in any event within 90 days after the Original Effective Date, the Borrower
will enter into, and thereafter for a period of not less than three years from
the date hereof will maintain in effect, one or more interest rate protection
agreements on such terms and with such parties as shall be reasonably
satisfactory to the Agents, the effect of which shall be to fix or limit the
interest cost to the Borrower with respect to at least 40% of the outstanding
Term Loans.

          SECTION 5.15. Post-Closing Matters. (a) The Borrower will maintain,
until released by the Administrative Agent, the existing cash collateralized
letter of credit facility in an amount equal $11,500,000 for letters of credit
securing the Obligations (other than the Roberts Obligations, the WOW
Obligations and the Southwest Obligations (each as defined in the Security
Agreement)); (b) as promptly as practicable, and in any event within 45 days,
the Targets shall transfer to a License Subsidiary all Licenses held directly or
indirectly by any of the Targets; and (c) as soon as available, Alamosa Delaware
shall deliver to the Lenders the audited consolidated balance sheet and related
statements of operations, members' equity and cash flows of Southwest Holdings
as of and for the year ended December 31, 2000, setting forth in comparative
form the figures for the previous fiscal year, all reported on by Ernst & Young
LLP (without a "going concern" or like qualification or exception and without
any qualification or exception as to the scope of such audit) to the effect that
such consolidated financial statements present fairly in all material respects
the financial condition and results of operations of Southwest Holdings and its
consolidated subsidiaries, on a consolidated basis in accordance with GAAP
consistently applied.


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<PAGE>

                                   ARTICLE VI

                               Negative Covenants

          Until the Commitments have expired or terminated and the principal of
and interest on each Loan and all fees payable hereunder have been paid in full
and all Letters of Credit have expired or terminated and all LC Disbursements
shall have been reimbursed, each of Superholdings, Alamosa Delaware and the
Borrower covenants and agrees with the Lenders that:

          SECTION 6.01. Indebtedness; Certain Equity Securities. (a)
Alamosa Delaware will not, and will not permit any Restricted Subsidiary
to, create, incur, assume or permit to exist any Indebtedness, except:

          (i) Indebtedness created under the Loan Documents;

          (ii) Indebtedness existing on the date hereof and set forth in
     Schedule 6.01 and extensions, renewals and replacements of any such
     Indebtedness that do not increase the outstanding principal amount thereof
     or result in an earlier maturity date or decreased weighted average life
     thereof;

          (iii) Indebtedness of Alamosa Delaware to any Restricted Subsidiary
     (other than a Special Purpose Subsidiary) and of any Restricted Subsidiary
     (other than a Special Purpose Subsidiary) to Alamosa Delaware or any other
     Restricted Subsidiary (other than a Special Purpose Subsidiary); provided
     that Indebtedness of any Restricted Subsidiary that is not a Loan Party to
     Alamosa Delaware or any Subsidiary Loan Party shall be subject to Section
     6.04;

          (iv) Guarantees (A) by Alamosa Delaware of Indebtedness of any
     Restricted Subsidiary, (B) by any Restricted Subsidiary (other than a
     Special Purpose Subsidiary) of Indebtedness of any other Restricted
     Subsidiary, (C) by any Restricted Subsidiary of Indebtedness of Alamosa
     Delaware under the Alamosa Delaware Indentures (on a subordinated basis, as
     permitted by the Alamosa Delaware Indentures) and (D) by any Restricted
     Subsidiary of Indebtedness that extends, renews or replaces the
     Indebtedness of Alamosa Delaware under the Alamosa Delaware Indentures as
     permitted by Section 6.01(ii) (provided such Guarantees are subordinated to
     the obligations of the Loan Parties under the Loan Documents on terms not
     less favorable to the Secured Parties than the subordination provisions in
     the Guarantees under the Alamosa Delaware Indentures and the terms of such
     Guarantees are otherwise no more favorable to the beneficiaries thereof
     than the Guarantees under the Alamosa Delaware Indentures); provided that
     Guarantees by Alamosa Delaware or any Subsidiary Loan Party of Indebtedness
     of any Restricted Subsidiary that is not a Loan Party shall be subject to
     Section 6.04;

          (v) Indebtedness of Alamosa Delaware or any Restricted Subsidiary
     (other than any Special Purpose Subsidiary) incurred to finance the
     acquisition, construction or improvement of any fixed or capital assets,
     including Capital Lease Obligations (other than in connection with
     outsourced service provider programs or sale and leaseback transactions
     permitted by Section 6.06) and any Indebtedness assumed in connection with
     the acquisition of any such assets or secured by a Lien on any such assets
     prior to the acquisition thereof, and extensions, renewals and replacements
     of any such Indebtedness that do not increase the outstanding principal
     amount thereof or result in an earlier maturity date or decreased weighted
     average life thereof; provided that (A) such Indebtedness is incurred prior
     to or within 90 days after such acquisition or the completion of such
     construction or improvement and (B) the aggregate principal amount of
     Indebtedness permitted by this clause (v) shall not exceed $10,000,000 at
     any time outstanding;


                                      65
<PAGE>

          (vi) other unsecured Indebtedness and Guarantees of Alamosa Delaware
     and the Restricted Subsidiaries (other than any Special Purpose Subsidiary)
     in an aggregate principal amount not exceeding $5,000,000 at any time
     outstanding;

          (vii) surety, performance and other similar bonds incurred by Alamosa
     Delaware or any Restricted Subsidiary (other than any Special Purpose
     Subsidiary) in the ordinary course of business not securing Indebtedness
     for borrowed money;

          (viii) Indebtedness of Alamosa Delaware or any Restricted Subsidiary
     (other than any Special Purpose Subsidiary) under interest rate protection
     agreements permitted by Section 6.07;

          (ix) Indebtedness of any Person that becomes a Restricted Subsidiary
     after the date hereof (and any extensions, renewals and replacements
     thereof that do not increase the outstanding principal amount thereof or
     result in an earlier maturity date or decreased weighted average life
     thereof); provided that (A) such Indebtedness exists at the time such
     Person becomes a Restricted Subsidiary and is not created in contemplation
     of or in connection with such Person becoming a Restricted Subsidiary, (B)
     such Restricted Subsidiary becomes a Subsidiary Loan Party and the
     Collateral and Guarantee Requirement is satisfied with respect to such
     Restricted Subsidiary and any Equity Interests or Indebtedness of such
     Restricted Subsidiary held by Alamosa Delaware, the Borrower or any
     Subsidiary Loan Party and (C) Alamosa Delaware is in compliance, on a pro
     forma basis after giving effect to the incurrence of such Indebtedness,
     with the Financial Covenants;

          (x) Guarantees by Alamosa Delaware in respect of customary
     indemnification and purchase price adjustment obligations of any Restricted
     Subsidiary incurred in connection with asset sales permitted by Section
     6.05;

          (xi) Indebtedness constituting obligations for repayments of customer
     deposits received in the ordinary course of business;

          (xii) (I) Capital Lease Obligations of Alamosa Delaware or any
     Restricted Subsidiary (other than any Special Purpose Subsidiary) in an
     aggregate amount outstanding not at any time in excess of $15,000,000 which
     are entered into in connection with outsourced service provider programs
     and which are attributable to lease obligations (including purchase
     obligations under leases) that do not represent revenue-sharing
     arrangements and are not calculated on the basis of revenues generated
     through use of the assets subject to such Capital Lease Obligations and
     (II) Capital Lease Obligations relating to outsourced service provider
     programs giving rise to Capital Lease Obligations referred to in clause (I)
     of this clause (xii) which are solely attributable to revenue-sharing
     arrangements and the payments in respect of which are calculated solely on
     the basis of revenues generated through the use of the assets subject to
     such Capital Lease Obligations;

          (xiii) Capital Lease Obligations arising from tower sale and leaseback
     transactions permitted by Section 6.06; and

          (xiv) Letter of credit facilities referred to in Section 6.02(a)(i).


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<PAGE>

          (b) Superholdings will not create, incur, assume or permit to exist
any Indebtedness except (i) Indebtedness created under the Loan Documents and
(ii) Guarantees of Indebtedness of any of its subsidiaries.

          (c) Superholdings will not permit APCS to create, incur, assume or
permit to exist any Indebtedness except Indebtedness created under the Loan
Documents.

          (d) Neither Superholdings, Alamosa Delaware nor the Borrower will, nor
will they permit APCS or any Restricted Subsidiary to, issue any preferred stock
or other preferred Equity Interests or to become liable in respect of any
obligation (contingent or otherwise) to purchase, redeem, retire, acquire or to
make any other payment in respect of any shares of Capital Stock of
Superholdings, APCS, Alamosa Delaware, the Borrower or any Restricted Subsidiary
or any option, warrant or other right to acquire shares of Capital Stock,
except, in the case of Superholdings, pursuant to a shareholders' rights plan on
customary terms and conditions.

          SECTION 6.02. Liens. (a) Alamosa Delaware will not, and will not
permit any Restricted Subsidiary to, create, incur, assume or permit to exist
any Lien on any property or asset now owned or hereafter acquired by it, or
assign or sell any income or revenues (including accounts receivable) or rights
in respect of any thereof, except:

          (i) Liens created under the Loan Documents and Liens on cash
     collateral securing letter of credit facilities approved by the
     Administrative Agent for letters of credit securing Obligations (but not
     other Indebtedness);

          (ii) Permitted Encumbrances;

          (iii) any Lien on any property or asset of Alamosa Delaware or any
     Restricted Subsidiary (other than any Special Purpose Subsidiary) existing
     on the date hereof and set forth in Schedule 6.02; provided that (i) such
     Lien shall not apply to any other property or asset of Alamosa Delaware or
     any Restricted Subsidiary and (ii) such Lien shall secure only those
     obligations which it secures on the date hereof and extensions, renewals
     and replacements thereof that do not increase the outstanding principal
     amount thereof;

          (iv) any Lien existing on any property or asset prior to the
     acquisition thereof by Alamosa Delaware or any Restricted Subsidiary or
     existing on any property or asset of any Person that becomes a Restricted
     Subsidiary after the date hereof prior to the time such Person becomes a
     Restricted Subsidiary; provided that (A) such Lien is not created in
     contemplation of or in connection with such acquisition or such Person
     becoming a Restricted Subsidiary, as the case may be, (B) such Lien shall
     not apply to any other property or assets of Alamosa Delaware or any
     Restricted Subsidiary and (C) such Lien shall secure only those obligations
     which it secures on the date of such acquisition or the date such Person
     becomes a Restricted Subsidiary, as the case may be and extensions,
     renewals and replacements thereof that do not increase the outstanding
     principal amount thereof;

          (v) Liens on fixed or capital assets acquired, constructed or improved
     by Alamosa Delaware or any Restricted Subsidiary, including pursuant to
     Capital Lease Obligations; provided that (A) such security interests secure
     Indebtedness permitted by clause (v), (xii) or (xiii) of Section 6.01(a),
     (B) such security interests and the Indebtedness secured thereby are
     incurred prior to or within 90 days after such acquisition or the
     completion of such construction or improvement, (C) the Indebtedness
     secured thereby does not exceed 100% of the cost of acquiring, constructing
     or improving such fixed or capital assets and (D) such security interests
     shall not apply to any other property or assets of Alamosa Delaware or any
     Restricted Subsidiary;


                                      67
<PAGE>

          (vi) Liens securing Indebtedness of any Restricted Subsidiary (other
     than any Special Purpose Subsidiary) to any Subsidiary Loan Party; and

          (vii) Liens attaching to the Capital Stock of Unrestricted
     Subsidiaries, other than Unrestricted Subsidiaries that are direct
     subsidiaries of Alamosa Delaware or any Restricted Subsidiary.

          (b) Superholdings will not, nor will it permit APCS to, create, incur,
assume or permit to exist any Lien on any property or asset now owned or
hereafter acquired by it, or assign or sell any income or revenues (including
accounts receivable) or rights in respect thereof, except Liens created under
the Pledge Agreement and Permitted Encumbrances.

          SECTION 6.03. Fundamental Changes. (a) Other than the Transactions,
neither Superholdings, Alamosa Delaware nor the Borrower will, nor will they
permit APCS or any Restricted Subsidiary to, merge into or consolidate with any
other Person, or permit any other Person to merge into or consolidate with it,
or liquidate or dissolve, except that, if at the time thereof and immediately
after giving effect thereto no Default shall have occurred and be continuing (i)
any Person (other than any Special Purpose Subsidiary) may merge into the
Borrower or Superholdings in a transaction in which the Borrower or
Superholdings, as the case may be, is the surviving corporation, (ii) any Person
may merge into any Restricted Subsidiary in a transaction in which the surviving
entity is a Restricted Subsidiary and (if any party to such merger is a
Subsidiary Loan Party) is a Subsidiary Loan Party and (iii) any Restricted
Subsidiary (other than the Borrower and any Special Purpose Subsidiary) may
liquidate or dissolve if the Borrower determines in good faith that such
liquidation or dissolution is in the best interests of the Borrower and is not
materially disadvantageous to the Lenders; provided that any such merger
involving a Person that is not a wholly owned Restricted Subsidiary immediately
prior to such merger shall not be permitted unless also permitted by Section
6.04; provided, further, that so long any Roberts Term Loans remain outstanding
Roberts will not, so long as any WOW Term Loans remain outstanding WOW will not,
and so long as any Southwest Term Loans remain outstanding none of the Southwest
Entities will, be permitted to merge into or consolidate with any other Person
(other than, in the case of Roberts, WOW or Southwest, any of its respective
subsidiaries that is not a Special Purpose Subsidiary), or permit any other
Person (other than, in the case of Roberts, WOW or Southwest, any of its
respective subsidiaries that (x) is a Restricted Subsidiary and (y) is not a
Special Purpose Subsidiary) to merge into or consolidate with it, or liquidate
or dissolve.

          (b) Alamosa Delaware will not (i) engage in any business or activity
other than the ownership of all the outstanding Capital Stock of the Borrower
and any Unrestricted Subsidiaries and activities incidental thereto or (ii) own
or acquire any assets (other than Capital Stock of its Subsidiaries, cash and
Permitted Investments) or incur liabilities (other than liabilities under the
Loan Documents, liabilities under the Alamosa Delaware Indentures, liabilities
imposed by law, including tax liabilities, and other liabilities incidental to
its existence and permitted business and activities).

          (c) Alamosa Delaware will not permit any of its Restricted
Subsidiaries to engage to any material extent in any business other than the
Wireless Telecommunications Business.


                                      68
<PAGE>


          (d) Superholdings will not permit APCS to engage in any business or
activity other than the ownership of all the outstanding shares of Capital Stock
of Alamosa Delaware and activities incidental thereto. Superholdings will not
permit APCS to own or acquire any assets (other than shares of Capital Stock of
Alamosa Delaware, cash and Permitted Investments) or incur liabilities (other
than liabilities under the Loan Documents, liabilities imposed by law, including
tax liabilities, and other liabilities incidental to its existence and permitted
business and activities).

          (e) Superholdings will not engage in any business or activity other
than the ownership of all the outstanding Capital Stock of its subsidiaries
(including acquired subsidiaries) and activities incidental thereto.
Superholdings will not own or acquire any assets (other than Capital Stock of
its subsidiaries, cash and Permitted Investments) or incur any liabilities
(other than liabilities under the Loan Documents, Guarantees permitted by
Section 6.01(b), liabilities imposed by law, including tax liabilities, and
other liabilities incidental to its existence and permitted business and
activities).

          SECTION 6.04. Investments, Loans, Advances, Guarantees and
Acquisitions. Alamosa Delaware will not, and will not permit any of its
Restricted Subsidiaries to, purchase, hold or acquire any Investment,
except:

          (a) the Merger Transactions;

          (b) Permitted Investments;

          (c) Investments existing on the date hereof and set forth on Schedule
     6.04;

          (d) Investments by Alamosa Delaware and its Restricted Subsidiaries
     (other than any Special Purpose Subsidiary) in Equity Interests in their
     respective Restricted Subsidiaries; provided that (i) any such Equity
     Interests held by a Loan Party shall be pledged pursuant to the Pledge
     Agreement (subject to the limitations applicable to common stock of a
     Foreign Subsidiary referred to in Section 5.12) and (ii) the aggregate
     amount of Investments of Loan Partes in Restricted Subsidiaries that are
     not Loan Parties (including all such Investments existing on the
     Restatement Effective Date and any such Investments under clause (e) or (f)
     below) at any time outstanding shall not exceed the lesser of (x)
     $10,000,000 and (y) $50,000,000 minus the amount of all other Permitted
     Equity Proceeds Uses at such time;

          (e) loans or advances made by Alamosa Delaware to any Restricted
     Subsidiary and made by any Restricted Subsidiary to Alamosa Delaware or any
     other Restricted Subsidiary; provided that (i) any such loans and advances
     made by Alamosa Delaware, the Borrower or any Subsidiary Loan Party, to the
     extent evidenced by a promissory note, shall be pledged pursuant to the
     Pledge Agreement and (ii) the amount of such loans and advances made by
     Loan Parties to Restricted Subsidiaries that are not Loan Parties shall be
     subject to the limitation set forth in clause (d) above;

          (f) Guarantees constituting Indebtedness permitted by Section 6.01;
     provided that the aggregate principal amount of Indebtedness of Restricted
     Subsidiaries that are not Loan Parties that is Guaranteed by any Loan Party
     shall be subject to the limitation set forth in clause (d) above;


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<PAGE>

          (g) Investments received in connection with the bankruptcy or
     reorganization of, or settlement of delinquent accounts and disputes with,
     customers and suppliers, in each case in the ordinary course of business;

          (h) promissory notes and other non-cash consideration received in
     connection with any asset sale to the extent permitted by Section 6.05;

          (i) loans, advances or extensions of credit to employees, officers and
     directors made in the ordinary course of business in an aggregate principal
     amount at any time outstanding not to exceed $1,000,000;

          (j) negotiable instruments held for collection and operating lease,
     utility and workers' compensation, performance and other similar deposits
     in the ordinary course of business;

          (k) Investments in Hedging Agreements permitted by Section 6.07; and

          (l) other Investments in any Person (including any Unrestricted
     Subsidiary) in an aggregate amount at any time outstanding not to exceed
     $50,000,000 minus the amount of all other Permitted Equity Proceeds Uses at
     such time.

          SECTION 6.05. Asset Sales. Alamosa Delaware will not, and will not
permit any of its Restricted Subsidiaries to, sell, transfer, lease or otherwise
dispose of any asset, including any Equity Interest owned by it, nor will
Alamosa Delaware permit any of its Restricted Subsidiaries to issue any
additional Equity Interest in such Restricted Subsidiary, except:

          (a) sales of inventory, used or surplus equipment (including, without
     limitation, dispositions of equipment being exchanged or replaced with
     comparable or better equipment) and Permitted Investments in the ordinary
     course of business;

          (b) sales, transfers and dispositions to the Borrower or a Restricted
     Subsidiary; provided that so long as any Roberts Term Loans remain
     outstanding Roberts shall not, so long as any WOW Term Loans remain
     outstanding WOW shall not, and so long as any Southwest Term Loans remain
     outstanding none of the Southwest Entities will, be permitted to sell,
     transfer or dispose of any asset, including any Equity Interest owned by
     it, pursuant to this clause (b), except (x) Roberts may sell, transfer or
     dispose of any asset, including any Equity Interest owned by it, to any of
     its subsidiaries that is a Restricted Subsidiary and any such Restricted
     Subsidiary may sell, transfer or dispose of any asset, including any Equity
     Interest owned by it, to Roberts or any other such Restricted Subsidiary,
     (y) WOW may sell, transfer or dispose of any asset, including any Equity
     Interest owned by it, to any of its subsidiaries that is a Restricted
     Subsidiary and any such Restricted Subsidiary may sell, transfer or dispose
     of any asset, including any Equity Interest owned by it, to WOW or any
     other such Restricted Subsidiary, and (z) Southwest may sell, transfer or
     dispose of any asset, including any Equity Interest owned by it, to any of
     its subsidiaries that is a Restricted Subsidiary and any such Restricted
     Subsidiary may sell, transfer or dispose of any asset, including any Equity
     Interest owned by it, to Southwest or any other such Restricted Subsidiary;
     provided, further that any such sales, transfers or dispositions involving
     a Restricted Subsidiary that is not a Loan Party shall be made in
     compliance with Section 6.09;

          (c) sales, transfers and other dispositions of any asset of, and any
     Equity Interest in, any Unrestricted Subsidiary; provided that any such
     sales, transfers or dispositions to Alamosa Delaware, the Borrower or any
     Subsidiary Loan Party shall be made in compliance with Section 6.09;


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<PAGE>


          (d) sales, transfers and other dispositions of assets (other than
     Equity Interests in a Restricted Subsidiary) that are not permitted by any
     other clause of this Section; provided that the aggregate fair market value
     of all assets sold, transferred or otherwise disposed of in reliance upon
     this clause (d) shall not exceed $5,000,000 during any fiscal year of
     Alamosa Delaware; and

          (e) sales of towers in sale and leaseback transactions permitted by
     Section 6.06;

provided that all sales, transfers, leases and other dispositions permitted
hereby (other than those permitted by clause (b) above or exchanges of
equipment) shall be made for fair value and at least 75% cash consideration or,
in the case of sales pursuant to clause (e) above, 100% cash consideration.

          SECTION 6.06. Sale and Leaseback Transactions. Alamosa Delaware will
not, and will not permit any of its Restricted Subsidiaries to, enter into any
arrangement, directly or indirectly, whereby it shall sell or transfer any
property, real or personal, used or useful in its business, whether now owned or
hereinafter acquired, and thereafter rent or lease such property or other
property that it intends to use for substantially the same purpose or purposes
as the property sold or transferred; provided, however, that Alamosa Delaware
and its Restricted Subsidiaries may sell tower properties acquired or
constructed by them for aggregate cumulative cash consideration not in excess of
$15,000,000 and enter into leases for such tower properties providing for
aggregate rental payments (in respect of all such leases) not in excess of
$2,000,000 in any fiscal year; provided further that such sales are made for
fair market value and solely for cash, such leases are entered into
substantially simultaneously with such sales and the Net Proceeds of such sales
shall be subject to the provisions of Section 2.10(c).

          SECTION 6.07. Hedging Agreements. Alamosa Delaware will not, and will
not permit any of its Restricted Subsidiaries to, enter into any Hedging
Agreement, other than (a) Hedging Agreements required by Section 5.14 and (b)
Hedging Agreements entered into in the ordinary course of business to hedge or
mitigate risks to which Alamosa Delaware or any Restricted Subsidiary is exposed
in the conduct of its business or the management of its liabilities.

          SECTION 6.08. Restricted Payments; Certain Payments of Indebtedness.
(a) Neither Alamosa Delaware nor the Borrower will, nor will they permit any
Restricted Subsidiary to, declare or make, or agree to pay or make, directly or
indirectly, any Restricted Payment, or incur any obligation (contingent or
otherwise) to do so, except (i) Alamosa Delaware may declare and pay dividends
with respect to its capital stock payable solely in additional shares of its
common stock, (ii) Restricted Subsidiaries (other than the Borrower) may declare
and pay dividends ratably with respect to their Capital Stock; provided, that no
distribution referred to in this clause (ii) shall be permitted to be made by
any Special Purpose Subsidiary unless such distribution is in cash or in shares
of its common Capital Stock pledged under the Pledge Agreement and no Default or
Event of Default shall have occurred and be continuing or would result
therefrom, (iii) Alamosa Delaware may make Restricted Payments, not exceeding
$1,000,000 during any fiscal year pursuant to and in accordance with stock
option plans or other benefit plans for directors, management or employees of
Alamosa Delaware and its Restricted Subsidiaries, (iv) at a time, in the case of
both (x) and (y) below, when there does not exist a Default (or such
distribution would not cause a Default), the Borrower may make distributions to
Alamosa Delaware for the sole purpose of, and in an amount sufficient to fund,
the payment of (x) principal at scheduled maturity and (y) interest when due as
scheduled, in each case in respect of the 12 7/8% Senior Discount Notes and the
12 1/2% Senior Notes; provided, in the case of both (x) and (y), that such
payment is due or to become due within 30 days from the date of such
distribution and the cash distributed is in fact utilized to meet such payment
obligation, (v) if no Default has occurred and is continuing, the Borrower may
pay dividends to Alamosa Delaware and Alamosa Delaware may pay dividends, in
each case at such times and in such amounts, not exceeding the lesser of (A)
$1,000,000 and (B) $50,000,000 minus the amount of all other Permitted Equity
Proceeds Uses at such time, during any fiscal year as shall be necessary to
permit each of Alamosa Delaware, APCS and Superholdings to discharge its
permitted liabilities, (vi) if no Default has occurred and is continuing,
Alamosa Delaware, the Borrower and the other Restricted Subsidiaries may make
Restricted Payments in an aggregate amount not to exceed $50,000,000 minus the
amount of all other Permitted Equity Proceeds Uses at such time and (vii)
Restricted Payments may be made on the Restatement Effective Date as necessary
to consummate the Southwest Transactions.


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<PAGE>

          (b) Neither Alamosa Delaware nor the Borrower will, nor will they
permit any Restricted Subsidiary to, make or agree to pay or make, directly or
indirectly, any payment or other distribution (whether in cash, securities or
other property) of or in respect of principal of or interest on any
Indebtedness, or any payment or other distribution (whether in cash, securities
or other property), including any sinking fund or similar deposit, on account of
the purchase, redemption, retirement, acquisition, cancelation or termination of
any Indebtedness, except:

          (i) payment of Indebtedness created under the Loan Documents;

          (ii) payment of regularly scheduled interest and principal payments
     not more than 30 days prior to the date on which such payments become due
     in respect of any Indebtedness;

          (iii) refinancings of Indebtedness to the extent permitted by Section
     6.01;

          (iv) payment of secured Indebtedness that becomes due as a result of
     the voluntary sale or transfer of the property or assets securing such
     Indebtedness;

          (v) the exchange, in a registered public offering, for the 12 1/2%
     Senior Notes of senior notes of Alamosa Delaware in an equivalent principal
     amount having the same terms and conditions as the 12 1/2% Senior Notes;

          (vi) payment of intercompany Indebtedness (A) among the Borrower and
     the Subsidiary Loan Parties, (B) by Alamosa Delaware to the Borrower or any
     Subsidiary Loan Party and (C) if no Default or Event of Default has
     occurred and is continuing, by the Borrower or any Subsidiary Loan Party to
     Alamosa Delaware; and

          (vii) payment of Indebtedness under any Hedging Agreements permitted
     under Section 6.07 in connection with the termination (including early
     termination) of such Hedging Agreements in the ordinary course of business.

          SECTION 6.09. Transactions with Affiliates. Neither Alamosa Delaware
nor the Borrower will, nor will they permit any Restricted Subsidiary to, sell,
lease or otherwise transfer any property or assets to, or purchase, lease or
otherwise acquire any property or assets from, or otherwise engage in any other
transactions with, any of its Affiliates, except (a) transactions in the
ordinary course of business that are at prices and on terms and conditions not
less favorable to Alamosa Delaware or such Restricted Subsidiary than could be
obtained on an arm's-length basis from unrelated third parties, (b) transactions
between or among the Borrower and the Subsidiary Loan Parties not involving any
other Affiliate, (c) transactions with Unrestricted Subsidiaries permitted by
Section 6.04 and (d) any Restricted Payment permitted by Section 6.08.


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<PAGE>

          SECTION 6.10. Restrictive Agreements. Neither Superholdings, Alamosa
Delaware nor the Borrower will, nor will they permit APCS or any Restricted
Subsidiary to, directly or indirectly, enter into, incur or permit to exist any
agreement or other arrangement that prohibits, restricts or imposes any
condition upon (a) the ability of Alamosa Delaware, the Borrower or any
Restricted Subsidiary to create, incur or permit to exist any Lien upon any of
its property or assets, or (b) the ability of any Restricted Subsidiary to pay
dividends or other distributions with respect to any shares of its capital stock
or to make or repay loans or advances to the Borrower or any other Restricted
Subsidiary or to Guarantee Indebtedness of the Borrower or any other Restricted
Subsidiary; provided that (i) the foregoing shall not apply to restrictions and
conditions imposed by law or by any Loan Document, (ii) the foregoing shall not
apply to restrictions and conditions (A) existing on the date hereof identified
on Schedule 6.10 (but shall apply to any extension or renewal of, or any
amendment or modification expanding the scope of, any such restriction or
condition) or (B) under the 12 7/8% Senior Discount Notes Indenture or the
12 1/2% Senior Notes Indenture or any amendment, modification, refinancing or
replacement thereof, provided that any such amendment, modification, refinancing
or replacement shall not expand the scope of, or other amend or modify such
restriction or condition in any manner that is less favorable to the Lenders
than such restriction or condition as in effect on the date hereof, (iii) the
foregoing shall not apply to customary restrictions and conditions contained in
agreements relating to the sale of a Restricted Subsidiary pending such sale,
provided such restrictions and conditions apply only to the Restricted
Subsidiary that is to be sold and such sale is permitted hereunder, (iv) clause
(a) of the foregoing shall not apply to restrictions or conditions imposed by
any agreement relating to secured Indebtedness permitted by this Agreement if
such restrictions or conditions apply only to the property or assets securing
such Indebtedness and (v) clause (a) of the foregoing shall not apply to
customary provisions in leases and other contracts restricting the assignment
thereof.


          SECTION 6.11. Amendment of Material Documents. Neither Alamosa
Delaware nor the Borrower will, nor will they permit any Restricted Subsidiary
to, amend, modify or waive any of its rights under (a) any agreement relating to
Material Indebtedness, (b) its certificate of incorporation, by-laws or other
organizational documents or (c) the Sprint Agreements or the Consent and
Agreement, in each case in any manner that adversely affects the rights of the
Lenders hereunder or under the Security Documents.

          SECTION 6.12. Certain Financial Covenants. (a) Subscribers.
Alamosa Delaware will not permit the number of Subscribers on any date set
forth below to be less than the number of Subscribers set forth opposite
such date:

              Date                                  Minimum Subscribers
              ----                                   -------------------
         March 31, 2001                                    163,150
         June 30, 2001                                     261,700
         September 30, 2001                                318,400
         December 31, 2001                                 396,500
         March 31, 2002                                    435,200
         June 30, 2002                                     484,800

          (b) Covered Pops. Alamosa Delaware will not permit the number of
Covered Pops in the Service Regions on any date set forth below to be less than
the Covered Pops set forth opposite such date:

              Date                                   Minimum Covered Pops
              ----                                   --------------------
         March 31, 2001                                  6,800,000
         June 30, 2001                                   9,400,000
         September 30, 2001                              9,700,000
         December 31, 2001                               9,800,000
         March 31, 2002                                  9,900,000
         June 30, 2002                                   9,900,000

          (c) Aggregate Service Revenue. Alamosa Delaware will not permit
Aggregate Service Revenue for any fiscal quarter ending on any date set forth
below to be less than the Aggregate Service Revenue set forth opposite such
date:


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<PAGE>

                                                    Minimum Aggregate
             Date                                    Service Revenue
             ----                                   --------------------
         March 31, 2001                                $30,190,000
         June 30, 2001                                 $48,000,000
         September 30, 2001                            $57,000,000
         December 31, 2001                             $68,100,000
         March 31, 2002                                $83,400,000
         June 30, 2002                                 $90,700,000

          (d) Consolidated EBITDA. (i) Alamosa Delaware will not permit
Consolidated EBITDA losses for any fiscal quarter ending on or before December
31, 2001 to be greater than the number set forth opposite such quarter:

     Period                                         Maximum EBITDA Losses
     ------                                         ---------------------

January 1, 2001 through March 31, 2001                    $9,630,000

April 1, 2001 through June 30, 2001                      $14,895,000

July 1, 2001 through September 30, 2001                  $11,525,000

October 1, 2001 through December 31, 2001                $13,310,000

(ii) Alamosa Delaware will not permit Consolidated EBITDA for any fiscal quarter
ending on or after March 31, 2002 to be less than the number set forth opposite
such period:

     Period                                             Minimum EBITDA
     ------                                             --------------
January 1, 2002 through March 31, 2002                   $13,575,000

April 1, 2002 through June 30, 2002                      $16,110,000



          (e) Senior Borrower Debt to Total Borrower Capital. The Borrower will
not permit the ratio of Senior Borrower Debt to Total Borrower Capital as of the
last day of any fiscal quarter ending on or prior to June 30, 2002 to exceed
0.35 to 1.00.

          (f) Total Indebtedness to Total Capital. Alamosa Delaware will not
permit the ratio of Total Indebtedness to Total Capital as of the last day of
any fiscal quarter ending on or prior to June 30, 2002 to exceed 0.77 to 1.00.


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<PAGE>


          (g) Capital Expenditures. Alamosa Delaware will not permit the
aggregate cumulative amount of Capital Expenditures of Alamosa Delaware and its
Restricted Subsidiaries (excluding Capital Expenditures paid with Net Proceeds
in respect of Prepayment Events described in clause (a) or (b) of the definition
thereof) from January 1, 2001, through any date set forth below to exceed the
amount set forth opposite such date:

  Period                                                Amount
  ------                                                ------

March 31, 2001                                       $103,400,000
June 30, 2001                                        $141,200,000
September 30, 2001                                   $172,500,000
December 31, 2001                                    $192,800,000
March 31, 2002                                       $236,400,000
June 30, 2002                                        $262,700,000
September 30, 2002                                   $280,300,000
December 31, 2002                                    $298,000,000

          (h) Senior Leverage Ratio. Alamosa Delaware will not permit the Senior
Leverage Ratio as of any date during the period set forth below to exceed the
ratio set forth opposite such period:

  Period                                                Ratio
  ------                                                ------

July 1, 2002 through
  September 30, 2002                                  4.50 to 1.00
October 1, 2002 through
  December 31, 2002                                   4.00 to 1.00
January 1, 2003 through
  March 31, 2003                                      3.00 to 1.00
April 1, 2003 through
  December 31, 2003                                   2.50 to 1.00
January 1, 2004 and
  thereafter                                          2.00 to 1.00

          (i) Leverage Ratio. Alamosa Delaware will not permit the Leverage
Ratio as of any date during any period set forth below to exceed the ratio set
forth opposite such period:

  Period                                                Ratio
  ------                                                ------

July 1, 2002 through September 30, 2002             11.25 to 1.00
October 1, 2002 through December 31, 2002           10.25 to 1.00
January 1, 2003 through March 31, 2003               7.50 to 1.00
April 1, 2003 through June 30, 2003                  5.75 to 1.00
July 1, 2003 through December 31, 2003               5.50 to 1.00
January 1, 2004 through December 31, 2004            5.00 to 1.00
January 1, 2005 and thereafter                       4.00 to 1.00

          (j) Fixed Charges Ratio. Alamosa Delaware will not permit the ratio of
(i) Annualized EBITDA to (ii) Consolidated Fixed Charges for any period of four
consecutive fiscal quarters ending on or after March 31, 2003 to be less than
1.10 to 1.00.


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<PAGE>

          (k) Interest Expense Coverage Ratio. Alamosa Delaware will not permit
the ratio of (a) Annualized EBITDA to (b) Consolidated Cash Interest Expense for
any period of four consecutive fiscal quarters ending on any date during any
period set forth below, to be less than the ratio set forth below opposite such
period:

  Period                                               Ratio
  ------                                               ------

July 1, 2002 through December 31, 2003                  2.50 to 1.00
January 1, 2004 through March 31, 2004                  2.75 to 1.00
April 1, 2004 and thereafter                            3.00 to 1.00


          (l) Pro Forma Debt Service. Alamosa Delaware will not permit the ratio
of (i) Annualized EBITDA for any fiscal quarter ending on any date during any
period set forth below to (ii) Pro Forma Debt Service as of the last day of such
fiscal quarter to be less than ratio set forth below opposite such period:

  Period                                               Ratio
  ------                                               ------

July 1, 2002 through December 31, 2002             1.25 to 1.00
January 1, 2003 through March 31, 2005             1.30 to 1.00
April 1, 2005 and thereafter                       1.50 to 1.00

          SECTION 6.13. Liabilities of Special Purpose Subsidiaries.
Alamosa Delaware will not:

          (a) permit any License Subsidiary to incur, assume or permit to exist
     any liabilities (other than under the Guarantee Agreement and the Security
     Agreement, its Guarantees under the Alamosa Delaware Indentures, the
     Communications Act and taxes and other liabilities incurred in the ordinary
     course in order to maintain its existence and preserve the Licenses) or to
     engage in any business or activities other than the holding of Licenses; or

          (b) permit any Real Property Subsidiary to incur, assume or permit to
     exist any liabilities (other than (i) under the Guarantee Agreement and the
     Security Agreement, (ii) its subordinated Guarantees under the Alamosa
     Delaware Indentures, (iii) other liabilities incurred in the ordinary
     course of business which are incident to being the lessee of real property
     or the purchaser, owner or lessee of equipment and (iv) taxes and other
     liabilities in the ordinary course in order to maintain its existence) or
     to engage in any business or activities other than the owning or leasing,
     as lessee, of Real Property Assets and the leasing, as lessor, or, as the
     case may be, subleasing, as sublessor, thereof to the Borrower, and the
     owning of Real Property-Related Equipment constituting fixtures thereto and
     the leasing thereof to the Borrower.

          SECTION 6.14. Designation of Unrestricted Subsidiaries. (a)
Alamosa Delaware may not designate any Restricted Subsidiary as an
Unrestricted Subsidiary and may hereafter designate any other Subsidiary as
an Unrestricted Subsidiary under this Agreement (a "Designation") only if:


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<PAGE>

          (i) such Subsidiary does not own any Capital Stock of any
     Restricted Subsidiary;

          (ii) no Event of Default shall have occurred and be continuing at the
     time of or after giving effect to such Designation;

          (iii) after giving effect to such Designation and any related
     Investment to be made in such designated Subsidiary by Alamosa Delaware or
     any Restricted Subsidiary (which shall in any event include the existing
     Investment in such Subsidiary at the time it is designated as an
     Unrestricted Subsidiary), (A) any such existing Investment and related
     Investment would comply with Section 6.04 and (B) Alamosa Delaware and the
     Restricted Subsidiaries would be in compliance with each of the Financial
     Covenants, calculated on a pro forma basis as if such Designation and
     Investment had occurred immediately prior to the first day of the period of
     four consecutive fiscal quarters most recently ended in respect of which
     financial statements have been delivered by Alamosa Delaware pursuant to
     Section 5.01(a) or (b);

          (iv) such designated Subsidiary is an unrestricted subsidiary under
     each of the Alamosa Delaware Indentures; and

          (v) Alamosa Delaware has delivered to the Administrative Agent (x)
     written notice of such Designation and (y) a certificate, dated the
     effective date of such Designation, of a Financial Officer of Alamosa
     Delaware stating that no Event of Default has occurred and is continuing
     and setting forth reasonably detailed calculations demonstrating pro forma
     compliance with the Financial Covenants in accordance with paragraph (iii)
     above.

          (b) Neither Superholdings, APCS, Alamosa Delaware nor any Restricted
Subsidiary shall at any time (x) provide a Guarantee of any Indebtedness of any
Unrestricted Subsidiary, (y) be directly or indirectly liable for any
Indebtedness of any Unrestricted Subsidiary or (z) be directly or indirectly
liable for any other Indebtedness which provides that the holder thereof may
(upon notice, lapse of time or both) declare a default thereon (or cause such
Indebtedness or the payment thereof to be accelerated, payable or subject to
repurchase prior to its final scheduled maturity) upon the occurrence of a
default with respect to any other Indebtedness that is Indebtedness of an
Unrestricted Subsidiary, except in the case of clause (x) or (y) to the extent
permitted under Section 6.01 and 6.04 hereof. Each Designation shall be
irrevocable, and no Unrestricted Subsidiary may become a Restricted Subsidiary,
be merged with or into Alamosa Delaware or any Restricted Subsidiary or
liquidate into or transfer substantially all its assets to Alamosa Delaware or
any Restricted Subsidiary.


                                      77
<PAGE>

                                   ARTICLE VII

                                Events of Default


          If any of the following events ("Events of Default") shall occur:

          (a) the Borrower shall fail to pay any principal of any Loan or any
     reimbursement obligation in respect of any LC Disbursement when and as the
     same shall become due and payable, whether at the due date thereof or at a
     date fixed for prepayment thereof or otherwise;

          (b) the Borrower shall fail to pay any interest on any Loan or any fee
     or any other amount (other than an amount referred to in clause (a) of this
     Article) payable under this Agreement or any other Loan Document, when and
     as the same shall become due and payable, and such failure shall continue
     unremedied for a period of three Business Days;

          (c) any representation or warranty made or deemed made by or on behalf
     of Superholdings, APCS, Alamosa Delaware, the Borrower or any Restricted
     Subsidiary in or in connection with any Loan Document or any amendment or
     modification thereof or waiver thereunder, or in any report, certificate,
     financial statement or other document furnished pursuant to or in
     connection with any Loan Document or any amendment or modification thereof
     or waiver thereunder, shall prove to have been incorrect in any material
     respect when made or deemed made;

          (d) Superholdings, Alamosa Delaware or the Borrower shall fail to
     observe or perform any covenant, condition or agreement contained in
     Section 5.02, 5.04 (with respect to the existence of Superholdings, APCS,
     Alamosa Delaware or the Borrower), 5.11 or 5.15 or in Article VI;

          (e) any Loan Party shall fail to observe or perform any covenant,
     condition or agreement contained in any Loan Document (other than those
     specified in clause (a), (b) or (d) of this Article and other than with
     respect to Section 5.10 as it applies to the Sprint Agreements, which are
     covered by clause (o) of this Article), and such failure shall continue
     unremedied for a period of 30 days after notice thereof from the
     Administrative Agent to the Borrower (which notice will be given at the
     request of any Lender);


                                      78
<PAGE>

          (f) Superholdings, APCS, Alamosa Delaware, the Borrower or any
     Restricted Subsidiary shall fail to make any payment (whether of principal
     or interest and regardless of amount) in respect of any Material
     Indebtedness, when and as the same shall become due and payable (after
     giving effect to any applicable grace periods provided for in the
     instrument governing such Indebtedness);

          (g) any event or condition occurs that results in any Material
     Indebtedness becoming due prior to its scheduled maturity or that enables
     or permits (with or without the giving of notice, the lapse of time or
     both) the holder or holders of any Material Indebtedness or any trustee or
     agent on its or their behalf to cause any Material Indebtedness to become
     due, or to require the prepayment, repurchase, redemption or defeasance
     thereof, prior to its scheduled maturity; provided that this clause (g)
     shall not apply to secured Indebtedness that becomes due as a result of the
     voluntary sale or transfer of the property or assets securing such
     Indebtedness;

          (h) an involuntary proceeding shall be commenced or an involuntary
     petition shall be filed seeking (i) liquidation, reorganization or other
     relief in respect of Superholdings, APCS, Alamosa Delaware, the Borrower or
     any Restricted Subsidiary or its debts, or of a substantial part of its
     assets, under any Federal, state or foreign bankruptcy, insolvency,
     receivership or similar law now or hereafter in effect or (ii) the
     appointment of a receiver, trustee, custodian, sequestrator, conservator or
     similar official for Superholdings, APCS, Alamosa Delaware, the Borrower or
     any Restricted Subsidiary or for a substantial part of its assets, and, in
     any such case, such proceeding or petition shall continue undismissed for
     60 days or an order or decree approving or ordering any of the foregoing
     shall be entered;

          (i) Superholdings, APCS, Alamosa Delaware, the Borrower or any
     Restricted Subsidiary shall (i) voluntarily commence any proceeding or file
     any petition seeking liquidation, reorganization or other relief under any
     Federal, state or foreign bankruptcy, insolvency, receivership or similar
     law now or hereafter in effect, (ii) consent to the institution of, or fail
     to contest in a timely and appropriate manner, any proceeding or petition
     described in clause (h) of this Article, (iii) apply for or consent to the
     appointment of a receiver, trustee, custodian, sequestrator, conservator or
     similar official for Superholdings, APCS, Alamosa Delaware, the Borrower or
     any Restricted Subsidiary or for a substantial part of its assets, (iv)
     file an answer admitting the material allegations of a petition filed
     against it in any such proceeding, (v) make a general assignment for the
     benefit of creditors or (vi) take any action for the purpose of effecting
     any of the foregoing;

          (j) Superholdings, APCS, Alamosa Delaware, the Borrower or any
     Restricted Subsidiary shall become unable, admit in writing its inability
     or fail generally to pay its debts as they become due;


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<PAGE>

          (k) one or more judgments for the payment of money in an aggregate
     amount in excess of $5,000,000 (to the extent not covered by insurance)
     shall be rendered against Superholdings, APCS, Alamosa Delaware, the
     Borrower, any Restricted Subsidiary or any combination thereof and the same
     shall remain undischarged for a period of 60 consecutive days during which
     execution shall not be effectively stayed, or any action shall be legally
     taken by a judgment creditor to attach or levy upon any assets of
     Superholdings, APCS, Alamosa Delaware, the Borrower or any Restricted
     Subsidiary to enforce any such judgment;

          (l) an ERISA Event shall have occurred that, in the opinion of the
     Required Lenders, when taken together with all other ERISA Events that have
     occurred, could reasonably be expected to result in a Material Adverse
     Effect;

          (m) any Lien purported to be created under any Security Document shall
     cease to be, or shall be asserted by any Loan Party not to be, a valid and
     perfected Lien on any Collateral, with the priority required by the
     applicable Security Document, except (i) as a result of the sale or other
     disposition of the applicable Collateral in a transaction permitted under
     the Loan Documents or (ii) as a result of the Administrative Agent's
     failure to maintain possession of any stock certificates, promissory notes
     or other instruments delivered to it under the Pledge Agreement; or the
     Guarantee Agreement shall cease to be, or shall be asserted by any Loan
     Party not to be, valid and enforceable;

          (n) a Change in Control shall occur;

          (o) the termination of any Sprint Agreement, or the occurrence and
     continuation of (i) any "Event of Termination" as defined in any Sprint
     Agreement or (ii) any breach or default under the Consent and Agreement
     (other than a breach or default by the Administrative Agent) which breach
     or default entitles the Administrative Agent to exercise a right or remedy
     under or in connection with the Consent and Agreement;

          (p) the loss by any Loan Party of any rights to the benefit of, or the
     occurrence of any default or the termination of any rights under, in each
     case after giving effect to any grace or cure period with respect thereto,
     any application, marketing or other material agreements (other than the
     Sprint Agreements and the Consent and Agreement), which loss, occurrence or
     termination could reasonably be expected to result in a Material Adverse
     Effect;


                                      80
<PAGE>

          (q) the failure by Alamosa Delaware to make any payments required to
     be made with the FCC or any other Governmental Authority with respect to
     any License held by Alamosa Delaware or any Restricted Subsidiary or any
     Indebtedness or other payment obligations relating thereto as when due
     which failure could reasonably be expected to lead to the loss,
     termination, revocation, non-renewal or material impairment of any License
     (other than any immaterial Licenses) or otherwise result in a Material
     Adverse Effect; or

          (r) any termination (prior to the expiration of its term), revocation
     or non-renewal by the FCC of one or more Licenses (other than any
     immaterial Licenses) of Alamosa Delaware or its Restricted Subsidiaries,

then, and in every such event (other than an event with respect to the Borrower
described in clause (h) or (i) of this Article), and at any time thereafter
during the continuance of such event, the Administrative Agent may, and at the
request of the Required Lenders shall, by notice to the Borrower, take either or
both of the following actions, at the same or different times: (i) terminate the
Commitments, and thereupon the Commitments shall terminate immediately, and (ii)
declare the Loans then outstanding to be due and payable in whole (or in part,
in which case any principal not so declared to be due and payable may thereafter
be declared to be due and payable), and thereupon the principal of the Loans so
declared to be due and payable, together with accrued interest thereon and all
fees and other obligations of the Borrower accrued hereunder, shall become due
and payable immediately, without presentment, demand, protest or other notice of
any kind, all of which are hereby waived by the Borrower; and in case of any
event with respect to the Borrower described in clause (h) or (i) of this
Article, the Commitments shall automatically terminate and the principal of the
Loans then outstanding, together with accrued interest thereon and all fees and
other obligations of the Borrower accrued hereunder, shall automatically become
due and payable, without presentment, demand, protest or other notice of any
kind, all of which are hereby waived by the Borrower.


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<PAGE>

                                  ARTICLE VIII

                            The Administrative Agent
                            ------------------------

          Each of the Lenders and the Issuing Bank hereby irrevocably appoints
the Administrative Agent as its agent and authorizes the Administrative Agent to
take such actions on its behalf and to exercise such powers as are delegated to
the Administrative Agent by the terms of the Loan Documents, together with such
actions and powers as are reasonably incidental thereto.

          The bank serving as the Administrative Agent hereunder shall have the
same rights and powers in its capacity as a Lender as any other Lender and may
exercise the same as though it were not the Administrative Agent, and such bank
and its Affiliates may accept deposits from, lend money to and generally engage
in any kind of business with Superholdings, APCS, Alamosa Delaware, the Borrower
or any Subsidiary or other Affiliate thereof as if it were not the
Administrative Agent hereunder.

          The Administrative Agent shall not have any duties or obligations
except those expressly set forth in the Loan Documents. Without limiting the
generality of the foregoing, (a) the Administrative Agent shall not be subject
to any fiduciary or other implied duties, regardless of whether a Default has
occurred and is continuing, (b) the Administrative Agent shall not have any duty
to take any discretionary action or exercise any discretionary powers, except
discretionary rights and powers expressly contemplated by the Loan Documents
that the Administrative Agent is required to exercise in writing by the Required
Lenders (or such other number or percentage of the Lenders as shall be necessary
under the circumstances as provided in Section 9.02), and (c) except as
expressly set forth in the Loan Documents, the Administrative Agent shall not
have any duty to disclose, and shall not be liable for the failure to disclose,
any information relating to Superholdings, APCS, Alamosa Delaware, the Borrower
or any of the Restricted Subsidiaries that is communicated to or obtained by the
bank serving as Administrative Agent or any of its Affiliates in any capacity.
The Administrative Agent shall not be liable for any action taken or not taken
by it with the consent or at the request of the Required Lenders (or such other
number or percentage of the Lenders as shall be necessary under the
circumstances as provided in Section 9.02) or in the absence of its own gross
negligence or wilful misconduct. The Administrative Agent shall be deemed not to
have knowledge of any Default unless and until written notice thereof is given
to the Administrative Agent by Superholdings, Alamosa Delaware, the Borrower or
a Lender, and the Administrative Agent shall not be responsible for or have any
duty to ascertain or inquire into (i) any statement, warranty or representation
made in or in connection with any Loan Document, (ii) the contents of any
certificate, report or other document delivered thereunder or in connection
therewith, (iii) the performance or observance of any of the covenants,
agreements or other terms or conditions set forth in any Loan Document, (iv) the
validity, enforceability, effectiveness or genuineness of any Loan Document or
any other agreement, instrument or document, or (v) the satisfaction of any
condition set forth in Article IV or elsewhere in any Loan Document, other than
to confirm receipt of items expressly required to be delivered to the
Administrative Agent.


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<PAGE>

          The Administrative Agent shall be entitled to rely upon, and shall not
incur any liability for relying upon, any notice, request, certificate, consent,
statement, instrument, document or other writing believed by it to be genuine
and to have been signed or sent by the proper Person. The Administrative Agent
also may rely upon any statement made to it orally or by telephone and believed
by it to be made by the proper Person, and shall not incur any liability for
relying thereon. The Administrative Agent may consult with legal counsel (who
may be counsel for the Borrower), independent accountants and other experts
selected by it, and shall not be liable for any action taken or not taken by it
in accordance with the advice of any such counsel, accountants or experts.

          The Administrative Agent may perform any and all its duties and
exercise its rights and powers by or through any one or more sub-agents
appointed by the Administrative Agent. The Administrative Agent and any such
sub-agent may perform any and all its duties and exercise its rights and powers
through their respective Related Parties. The exculpatory provisions of the
preceding paragraphs shall apply to any such sub-agent and to the Related
Parties of each Administrative Agent and any such sub-agent, and shall apply to
their respective activities in connection with the syndication of the credit
facilities provided for herein as well as activities as Administrative Agent.

          Subject to the appointment and acceptance of a successor the
Administrative Agent as provided in this paragraph, the Administrative Agent may
resign at any time by notifying the Lenders, the Issuing Bank and the Borrower.
Upon any such resignation, the Required Lenders shall have the right, in
consultation with the Borrower, to appoint a successor. If no successor shall
have been so appointed by the Required Lenders and shall have accepted such
appointment within 30 days after the retiring Administrative Agent gives notice
of its resignation, then the retiring Administrative Agent may, on behalf of the
Lenders and the Issuing Bank, appoint a successor Administrative Agent which
shall be a bank with an office in New York, New York, or an Affiliate of any
such bank. Upon the acceptance of its appointment as Administrative Agent
hereunder by a successor, such successor shall succeed to and become vested with
all the rights, powers, privileges and duties of the retiring Administrative
Agent, and the retiring Administrative Agent shall be discharged from its duties
and obligations hereunder. The fees payable by the Borrower to a successor
Administrative Agent shall be the same as those payable to its predecessor
unless otherwise agreed between the Borrower and such successor. After the
Administrative Agent's resignation hereunder, the provisions of this Article and
Section 9.03 shall continue in effect for the benefit of such retiring
Administrative Agent, its sub- agents and their respective Related Parties in
respect of any actions taken or omitted to be taken by any of them while it was
acting as Administrative Agent.

          Each Lender acknowledges that it has, independently and without
reliance upon the Administrative Agent or any other Lender and based on such
documents and information as it has deemed appropriate, made its own credit
analysis and decision to enter into this Agreement. Each Lender also
acknowledges that it will, independently and without reliance upon the
Administrative Agent or any other Lender and based on such documents and
information as it shall from time to time deem appropriate, continue to make its
own decisions in taking or not taking action under or based upon this Agreement,
any other Loan Document or related agreement or any document furnished hereunder
or thereunder.


                                      83
<PAGE>

                                   ARTICLE IX

                                  Miscellaneous
                                  -------------

          SECTION 9.01. Notices. Except in the case of notices and other
communications expressly permitted to be given by telephone, all notices and
other communications provided for herein shall be in writing and shall be
delivered by hand or overnight courier service, mailed by certified or
registered mail or sent by telecopy, as follows:

          (a) if to Superholdings, Alamosa Delaware or the Borrower, to it at
     Alamosa Holdings, Inc., 5225 South Loop 289, Suite 120, Lubbock, Texas
     79424, Attention of Chief Financial Officer (Telecopy No. (806) 722-1423);
     and

          (b) if to the Administrative Agent, to Citicorp USA, Inc., Two
     Penns Way, Suite 200, New Castle, Delaware 19720, Attention of Bilal

     Aman (Telecopy No. (302) 894-6120);

          (c) if to the Issuing Bank, to it at Citicorp USA, Inc., Two
     Penns Way, Suite 200, New Castle, Delaware 19720, Attention of Bilal

     Aman (Telecopy No. (302) 894- 6120);

          (d) if to any other Lender, to it at its address (or telecopy number)
     set forth in its Administrative Questionnaire. Any party hereto may change
     its address or telecopy number for notices and other communications
     hereunder by notice to the other parties hereto. All notices and other
     communications given to any party hereto in accordance with the provisions
     of this Agreement shall be deemed to have been given on the date of
     receipt.

          SECTION 9.02. Waivers; Amendments. (a) No failure or delay by the
Administrative Agent, the Issuing Bank or any Lender in exercising any right or
power hereunder or under any other Loan Document shall operate as a waiver
thereof, nor shall any single or partial exercise of any such right or power, or
any abandonment or discontinuance of steps to enforce such a right or power,
preclude any other or further exercise thereof or the exercise of any other
right or power. The rights and remedies of the Administrative Agent, the Issuing
Bank and the Lenders hereunder and under the other Loan Documents are cumulative
and are not exclusive of any rights or remedies that they would otherwise have.
No waiver of any provision of any Loan Document or consent to any departure by
any Loan Party therefrom shall in any event be effective unless the same shall
be permitted by paragraph (b) of this Section, and then such waiver or consent
shall be effective only in the specific instance and for the purpose for which
given. Without limiting the generality of the foregoing, the making of a Loan or
issuance of a Letter of Credit shall not be construed as a waiver of any
Default, regardless of whether the Administrative Agent, any Lender or the
Issuing Bank may have had notice or knowledge of such Default at the time.


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<PAGE>

          (b) Neither this Agreement nor any other Loan Document nor any
provision hereof or thereof may be waived, amended or modified except, in the
case of this Agreement, pursuant to an agreement or agreements in writing
entered into by Superholdings, Alamosa Delaware, the Borrower and the Required
Lenders or, in the case of any other Loan Document, pursuant to an agreement or
agreements in writing entered into by the Administrative Agent and the Loan
Party or Loan Parties that are parties thereto, in each case with the consent of
the Required Lenders; provided that no such agreement shall (i) increase the
Commitment of any Lender without the written consent of such Lender, (ii) reduce
the principal amount of any Loan or LC Disbursement or reduce the rate of
interest thereon, or reduce any fees payable hereunder, without the written
consent of each Lender affected thereby, (iii) postpone the maturity of any
Loan, or any scheduled date of payment of the principal amount of any Term Loan
under Section 2.09, or the required date of reimbursement of any LC
Disbursement, or any date for the payment of any interest or fees payable
hereunder, or reduce the amount of, waive or excuse any such payment, or
postpone the scheduled date of expiration of any Commitment or the scheduled
date of any reduction of any Commitment, without the written consent of each
Lender affected thereby, (iv) change Section 2.17(b) or (c) in a manner that
would alter the pro rata sharing of payments required thereby, without the
written consent of each Lender, (v) change any of the provisions of this Section
or the percentage set forth in the definition of "Required Lenders" or any other
provision of any Loan Document specifying the number or percentage of Lenders
(or Lenders of any Class) required to waive, amend or modify any rights
thereunder or make any determination or grant any consent thereunder, without
the written consent of each Lender (or each Lender of such Class, as the case
may be), (vi) release Superholdings, APCS, Alamosa Delaware or any Subsidiary
Loan Party from its Guarantee under the Guarantee Agreement (except as expressly
provided in the Guarantee Agreement), or limit its liability in respect of such
Guarantee, without the written consent of each Lender, (vii) release all or any
material portion of the Collateral from the Liens of the Security Documents
(except as expressly provided in the Security Documents), without the written
consent of each Lender, (viii) change the permitted uses of proceeds set forth
in Section 5.11 or (ix) change any provisions of any Loan Document in a manner
that by its terms adversely affects the rights in respect of payments due to
Lenders holding Loans of any Class differently than those holding Loans of any
other Class, without the written consent of Lenders holding a majority in
interest of the outstanding Loans and unused Commitments of each affected Class;
provided further that (A) no such agreement shall amend, modify or otherwise
affect the rights or duties of the Administrative Agent or the Issuing Bank
without the prior written consent of the Administrative Agent or the Issuing
Bank, as the case may be, and (B) any waiver, amendment or modification of this
Agreement that by its terms affects the rights or duties under this Agreement of
the Revolving Lenders (but not the Term Lenders) or the Term Lenders (but not
the Revolving Lenders) may be effected by an agreement or agreements in writing
entered into by Superholdings, Alamosa Delaware, the Borrower and requisite
percentage in interest of the affected Class of Lenders that would be required
to consent thereto under this Section if such Class of Lenders were the only
Class of Lenders hereunder at the time. Notwithstanding the foregoing, any
provision of this Agreement may be amended by an agreement in writing entered
into by Superholdings, Alamosa Delaware, the Borrower, the Required Lenders and
the Administrative Agent (and, if its rights or obligations are affected
thereby, the Issuing Bank) if (i) by the terms of such agreement the Commitment
of each Lender not consenting to the amendment provided for therein shall
terminate upon the effectiveness of such amendment and (ii) at the time such
amendment becomes effective, each Lender not consenting thereto receives payment
in full of the principal of and interest accrued on each Loan made by it and all
other amounts owing to it or accrued for its account under this Agreement.


                                      85
<PAGE>

          SECTION 9.03. Expenses; Indemnity; Damage Waiver. (a) The Borrower
shall pay (i) all reasonable out-of-pocket expenses incurred by the
Administrative Agent, the Syndication Agent, the Documentation Agent, the Co-
Documentation Agent and their respective Affiliates, including the reasonable
fees, charges and disbursements of counsel for the Administrative Agent, the
Syndication Agent, the Documentation Agent and the Co-Documentation Agent, in
connection with the syndication of the credit facilities provided for herein,
the preparation and administration of the Loan Documents or any amendments,
modifications or waivers of the provisions thereof (whether or not the
transactions contemplated hereby or thereby shall be consummated), (ii) all
reasonable out-of-pocket expenses incurred by the Issuing Bank in connection
with the issuance, amendment, renewal or extension of any Letter of Credit or
any demand for payment thereunder and (iii) all reasonable out-of-pocket
expenses incurred by the Administrative Agent, the Syndication Agent, the
Documentation Agent, the Co-Documentation Agent, the Issuing Bank or any Lender,
including the fees, charges and disbursements of any counsel for the
Administrative Agent, the Syndication Agent, the Documentation Agent, the Co-
Documentation Agent, the Issuing Bank or any Lender, in connection with the
enforcement or protection of its rights in connection with the Loan Documents,
including its rights under this Section, or in connection with the Loans made or
Letters of Credit issued hereunder, including all such out- of-pocket expenses
incurred during any workout, restructuring or negotiations in respect of such
Loans or Letters of Credit.

          (b) The Borrower shall indemnify the Administrative Agent, the
Syndication Agent, the Documentation Agent, the Co-Documentation Agent, the
Issuing Bank and each Lender, and each Related Party of any of the foregoing
Persons (each such Person being called an "Indemnitee") against, and hold each
Indemnitee harmless from, any and all losses, claims, damages, liabilities and
related expenses, including the fees, charges and disbursements of any counsel
for any Indemnitee, incurred by or asserted against any Indemnitee arising out
of, in connection with, or as a result of (i) the execution or delivery of any
Loan Document or any other agreement or instrument contemplated hereby, the
performance by the parties to the Loan Documents of their respective obligations
thereunder or the consummation of the Transactions or any other transactions
contemplated hereby, (ii) any Loan or Letter of Credit or the use of the
proceeds therefrom (including any refusal by the Issuing Bank to honor a demand
for payment under a Letter of Credit if the documents presented in connection
with such demand do not strictly comply with the terms of such Letter of
Credit), (iii) any actual or alleged presence or release of Hazardous Materials
on or from any Mortgaged Property or any other property currently or formerly
owned or operated by the Borrower or any of its Subsidiaries, or any
Environmental Liability related in any way to the Borrower or any of its
Subsidiaries, or (iv) any actual or prospective claim, litigation, investigation
or proceeding relating to any of the foregoing, whether based on contract, tort
or any other theory and regardless of whether any Indemnitee is a party thereto;
provided that such indemnity shall not, as to any Indemnitee, be available to
the extent that such losses, claims, damages, liabilities or related expenses
are determined by a court of competent jurisdiction by final and nonappealable
judgment to have resulted from the gross negligence or wilful misconduct of such
Indemnitee.

          (c) To the extent that the Borrower fails to pay any amount required
to be paid by it to the Administrative Agent, the Syndication Agent, the
Documentation Agent, the Co-Documentation Agent or the Issuing Bank under
paragraph (a) or (b) of this Section, each Lender severally agrees to pay to the
Administrative Agent, the Syndication Agent, the Documentation Agent, the
Co-Documentation Agent or the Issuing Bank as the case may be, such Lender's pro
rata share (determined as of the time that the applicable unreimbursed expense
or indemnity payment is sought) of such unpaid amount; provided that the
unreimbursed expense or indemnified loss, claim, damage, liability or related
expense, as the case may be, was incurred by or asserted against the
Administrative Agent, the Syndication Agent, the Documentation Agent, the
Co-Documentation Agent or the Issuing Bank in its capacity as such. For purposes
hereof, a Lender's "pro rata share" shall be determined based upon its share of
the sum of the total Revolving Exposures, outstanding Term Loans and unused
Commitments at the time.


                                      86
<PAGE>

          (d) To the extent permitted by applicable law, neither Superholdings,
Alamosa Delaware nor the Borrower shall assert, and each hereby waives, any
claim against any Indemnitee, on any theory of liability, for special, indirect,
consequential or punitive damages (as opposed to direct or actual damages)
arising out of, in connection with, or as a result of, this Agreement or any
agreement or instrument contemplated hereby, the Transactions, any Loan or
Letter of Credit or the use of the proceeds thereof.

          (e) All amounts due under this Section shall be payable promptly after
written demand therefor.

          SECTION 9.04. Successors and Assigns. (a) The provisions of this
Agreement shall be binding upon and inure to the benefit of the parties hereto
and their respective successors and assigns permitted hereby (including any
Affiliate of the Issuing Bank that issues any Letter of Credit), except that the
Borrower may not assign or otherwise transfer any of its rights or obligations
hereunder without the prior written consent of each Lender (and any attempted
assignment or transfer by the Borrower without such consent shall be null and
void). Nothing in this Agreement, expressed or implied, shall be construed to
confer upon any Person (other than the parties hereto, their respective
successors and assigns permitted hereby (including any Affiliate of the Issuing
Bank that issues any Letter of Credit) and, to the extent expressly contemplated
hereby, the Related Parties of each of the Administrative Agent, the Syndication
Agent, the Documentation Agent, the Co-Documentation Agent, the Issuing Bank and
the Lenders) any legal or equitable right, remedy or claim under or by reason of
this Agreement.

          (b) Any Lender may assign to one or more assignees all or a portion of
its rights and obligations under this Agreement (including all or a portion of
its Commitment and the Loans at the time owing to it); provided that (i) except
in the case of an assignment to a Lender or an Affiliate of a Lender, each of
the Borrower and the Administrative Agent (and, in the case of an assignment of
all or a portion of a Revolving Commitment or any Lender's obligations in
respect of its LC Exposure and the Issuing Bank) must give their prior written
consent to such assignment (which consent shall not be unreasonably withheld),
(ii) except in the case of an assignment to a Lender or an Affiliate of a
Lender, the amount of the Commitment or Loans of the assigning Lender subject to
each such assignment (determined as of the date the Assignment and Acceptance
with respect to such assignment is delivered to the Administrative Agent) shall
not be less than $1,000,000 unless each of the Borrower and the Administrative
Agent otherwise consent, (iii) each partial assignment shall be made as an
assignment of a proportionate part of all the assigning Lender's rights and
obligations under this Agreement, except that this clause (iii) shall not be
construed to prohibit the assignment of a proportionate part of all the
assigning Lender's rights and obligations in respect of one Class of Commitments
or Loans, or the assignment of outstanding Term Loans of a Lender without the
proportionate assignment of then-existing undrawn Term Commitments of such
Lender, provided that the aggregate amount of such assignments of outstanding
Term Loans prior to the termination of the Term Commitments shall not exceed
$125,000,000, (iv) any assignment of Term Loans hereunder shall include a pro
rata assignment of Roberts Term Loans, WOW Terms Loans and Southwest Term Loans,
(v) the parties to each assignment shall execute and deliver to the
Administrative Agent an Assignment and Acceptance, together with a processing
and recordation fee of $3,500, and (vi) the assignee, if it shall not be a
Lender, shall deliver to the Administrative Agent an Administrative
Questionnaire; and provided further that any consent of the Borrower otherwise
required under this paragraph shall not be required if an Event of Default has
occurred and is continuing. Subject to acceptance and recording thereof pursuant
to paragraph (d) of this Section, from and after the effective date specified in
each Assignment and Acceptance the assignee thereunder shall be a party hereto
and, to the extent of the interest assigned by such Assignment and Acceptance,
have the rights and obligations of a Lender under this Agreement, and the
assigning Lender thereunder shall, to the extent of the interest assigned by
such Assignment and Acceptance, be released from its obligations under this
Agreement (and, in the case of an Assignment and Acceptance covering all of the
assigning Lender's rights and obligations under this Agreement, such Lender
shall cease to be a party hereto but shall continue to be entitled to the
benefits of Sections 2.14, 2.15, 2.16 and 9.03). Any assignment or transfer by a
Lender of rights or obligations under this Agreement that does not comply with
this paragraph shall be treated for purposes of this Agreement as a sale by such
Lender of a participation in such rights and obligations in accordance with
paragraph (e) of this Section.


                                      87
<PAGE>

          (c) The Administrative Agent, acting for this purpose as an agent of
the Borrower, shall maintain at one of its offices in The City of New York a
copy of each Assignment and Acceptance delivered to it and a register for the
recordation of the names and addresses of the Lenders, and the Commitment of,
and principal amount of the Loans and LC Disbursements owing to, each Lender
pursuant to the terms hereof from time to time (the "Register"). The entries in
the Register shall be conclusive, and Superholdings, Alamosa Delaware, the
Borrower, the Administrative Agent, the Issuing Bank and the Lenders may treat
each Person whose name is recorded in the Register pursuant to the terms hereof
as a Lender hereunder for all purposes of this Agreement, notwithstanding notice
to the contrary. The Register shall be available for inspection by the Borrower,
the Issuing Bank and any Lender, at any reasonable time and from time to time
upon reasonable prior notice.

          (d) Upon its receipt of a duly completed Assignment and Acceptance
executed by an assigning Lender and an assignee, the assignee's completed
Administrative Questionnaire (unless the assignee shall already be a Lender
hereunder), the processing and recordation fee referred to in paragraph (b) of
this Section and any written consent to such assignment required by paragraph
(b) of this Section, the Administrative Agent shall accept such Assignment and
Acceptance and record the information contained therein in the Register. No
assignment shall be effective for purposes of this Agreement unless it has been
recorded in the Register as provided in this paragraph.

          (e) Any Lender may, without the consent of the Borrower, the
Administrative Agent or the Issuing Bank, sell participations to one or more
banks or other entities (a "Participant") in all or a portion of such Lender's
rights and obligations under this Agreement (including all or a portion of its
Commitment and the Loans owing to it); provided that (i) such Lender's
obligations under this Agreement shall remain unchanged, (ii) such Lender shall
remain solely responsible to the other parties hereto for the performance of
such obligations and (iii) Superholdings, Alamosa Delaware, the Borrower, the
Administrative Agent, the Syndication Agent, the Documentation Agent, the Co-
Documentation Agent, the Issuing Bank and the other Lenders shall continue to
deal solely and directly with such Lender in connection with such Lender's
rights and obligations under this Agreement. Any agreement or instrument
pursuant to which a Lender sells such a participation shall provide that such
Lender shall retain the sole right to enforce the Loan Documents and to approve
any amendment, modification or waiver of any provision of the Loan Documents;
provided that such agreement or instrument may provide that such Lender will
not, without the consent of the Participant, agree to any amendment,
modification or waiver described in the first proviso to Section 9.02(b) that
affects such Participant. Subject to paragraph (f) of this Section, the Borrower
agrees that each Participant shall be entitled to the benefits of Sections 2.14,
2.15 and 2.16 to the same extent as if it were a Lender and had acquired its
interest by assignment pursuant to paragraph (b) of this Section. To the extent
permitted by law, each Participant also shall be entitled to the benefits of
Section 9.08 as though it were a Lender, provided such Participant agrees to be
subject to Section 2.17(c) as though it were a Lender.

          (f) A Participant shall not be entitled to receive any greater payment
under Section 2.14 or 2.16 than the applicable Lender would have been entitled
to receive with respect to the participation sold to such Participant, unless
the sale of the participation to such Participant is made with the Borrower's
prior written consent. A Participant that would be a Foreign Lender if it were a
Lender shall not be entitled to the benefits of Section 2.16 unless the Borrower
is notified of the participation sold to such Participant and such Participant
agrees, for the benefit of the Borrower, to comply with Section 2.16(e) as
though it were a Lender.


                                      88
<PAGE>

          (g) Any Lender may at any time pledge or assign a security interest in
all or any portion of its rights under this Agreement to secure obligations of
such Lender, including any pledge or assignment to secure obligations to a
Federal Reserve Bank, and this Section shall not apply to any such pledge or
assignment of a security interest; provided that no such pledge or assignment of
a security interest shall release a Lender from any of its obligations hereunder
or substitute any such pledgee or assignee for such Lender as a party hereto.

          SECTION 9.05. Survival. All covenants, agreements, representations and
warranties made by the Loan Parties in the Loan Documents and in the
certificates or other instruments delivered in connection with or pursuant to
this Agreement or any other Loan Document shall be considered to have been
relied upon by the other parties hereto and shall survive the execution and
delivery of the Loan Documents and the making of any Loans and issuance of any
Letters of Credit, regardless of any investigation made by any such other party
or on its behalf and notwithstanding that the Administrative Agent, the
Syndication Agent, the Documentation Agent, the Co-Documentation Agent, the
Issuing Bank or any Lender may have had notice or knowledge of any Default or
incorrect representation or warranty at the time any credit is extended
hereunder, and shall continue in full force and effect as long as the principal
of or any accrued interest on any Loan or any fee or any other amount payable
under this Agreement is outstanding and unpaid or any Letter of Credit is
outstanding and so long as the Commitments have not expired or terminated. The
provisions of Sections 2.14, 2.15, 2.16 and 9.03 and Article VIII shall survive
and remain in full force and effect regardless of the consummation of the
transactions contemplated hereby, the repayment of the Loans, the expiration or
termination of the Letters of Credit and the Commitments or the termination of
this Agreement or any provision hereof.

          SECTION 9.06. Counterparts; Integration; Effectiveness. This Agreement
may be executed in counterparts (and by different parties hereto on different
counterparts), each of which shall constitute an original, but all of which when
taken together shall constitute a single contract. This Agreement, the other
Loan Documents and any separate letter agreements with respect to fees payable
to the Administrative Agent constitute the entire contract among the parties
relating to the subject matter hereof and supersede any and all previous
agreements and understandings, oral or written, relating to the subject matter
hereof. Except as provided in Section 4.01, this Agreement shall become
effective when it shall have been executed by the Administrative Agent and when
the Administrative Agent shall have received counterparts hereof which, when
taken together, bear the signatures of each of the other parties hereto, and
thereafter shall be binding upon and inure to the benefit of the parties hereto
and their respective successors and assigns. Delivery of an executed counterpart
of a signature page of this Agreement by telecopy shall be effective as delivery
of a manually executed counterpart of this Agreement.

          SECTION 9.07. Severability. Any provision of this Agreement held to be
invalid, illegal or unenforceable in any jurisdiction shall, as to such
jurisdiction, be ineffective to the extent of such invalidity, illegality or
unenforceability without affecting the validity, legality and enforceability of
the remaining provisions hereof; and the invalidity of a particular provision in
a particular jurisdiction shall not invalidate such provision in any other
jurisdiction.

          SECTION 9.08. Right of Setoff. If an Event of Default shall have
occurred and be continuing, each Lender and each of its Affiliates is hereby
authorized at any time and from time to time, to the fullest extent permitted by
law, to set off and apply any and all deposits (general or special, time or
demand, provisional or final) at any time held and other obligations at any time
owing by such Lender or Affiliate to or for the credit or the account of the
Borrower against any of and all the obligations of the Borrower now or hereafter
existing under this Agreement held by such Lender, irrespective of whether or
not such Lender shall have made any demand under this Agreement and although
such obligations may be unmatured. The rights of each Lender under this Section
are in addition to other rights and remedies (including other rights of setoff)
which such Lender may have.


                                      89
<PAGE>

          SECTION 9.09. GOVERNING LAW; JURISDICTION; CONSENT TO SERVICE OF
PROCESS. (A) THIS AGREEMENT SHALL BE CONSTRUED IN ACCORDANCE WITH AND

GOVERNED BY THE LAW OF THE STATE OF NEW YORK.

          (b) Each of Superholdings, Alamosa Delaware and the Borrower hereby
irrevocably and unconditionally submits, for itself and its property, to the
nonexclusive jurisdiction of the Supreme Court of the State of New York sitting
in New York County and of the United States District Court of the Southern
District of New York, and any appellate court from any thereof, in any action or
proceeding arising out of or relating to any Loan Document, or for recognition
or enforcement of any judgment, and each of the parties hereto hereby
irrevocably and unconditionally agrees that all claims in respect of any such
action or proceeding may be heard and determined in such New York State or, to
the extent permitted by law, in such Federal court. Each of the parties hereto
agrees that a final judgment in any such action or proceeding shall be
conclusive and may be enforced in other jurisdictions by suit on the judgment or
in any other manner provided by law. Nothing in this Agreement or any other Loan
Document shall affect any right that the Administrative Agent, the Syndication
Agent, the Documentation Agent, the Co- Documentation Agent, the Issuing Bank or
any Lender may otherwise have to bring any action or proceeding relating to this
Agreement or any other Loan Document against Superholdings, Alamosa Delaware,
the Borrower or its properties in the courts of any jurisdiction.

          (c) Each of Superholdings, Alamosa Delaware and the Borrower hereby
irrevocably and unconditionally waives, to the fullest extent it may legally and
effectively 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 or any other Loan Document in any court referred to in paragraph
(b) of this Section. Each of the parties hereto hereby irrevocably waives, to
the fullest extent permitted by law, the defense of an inconvenient forum to the
maintenance of such action or proceeding in any such court.

          (d) Each party to this Agreement irrevocably consents to service of
process in the manner provided for notices in Section 9.01. Nothing in this
Agreement or any other Loan Document will affect the right of any party to this
Agreement to serve process in any other manner permitted by law.

          SECTION 9.10. WAIVER OF JURY TRIAL. EACH PARTY HERETO HEREBY WAIVES,
TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A
TRIAL BY JURY IN ANY LEGAL PROCEEDING DIRECTLY OR INDIRECTLY ARISING OUT OF OR
RELATING TO THIS AGREEMENT, ANY OTHER LOAN DOCUMENT OR THE TRANSACTIONS
CONTEMPLATED HEREBY (WHETHER BASED ON CONTRACT, TORT OR ANY OTHER THEORY). EACH
PARTY HERETO (A) CERTIFIES THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY
OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD
NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER AND (B)
ACKNOWLEDGES THAT IT AND THE OTHER PARTIES HERETO HAVE BEEN INDUCED TO ENTER
INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND
CERTIFICATIONS IN THIS SECTION.

          SECTION 9.11. Headings. Article and Section headings and the Table of
Contents used herein are for convenience of reference only, are not part of this
Agreement and shall not affect the construction of, or be taken into
consideration in interpreting, this Agreement.


                                      90
<PAGE>

          SECTION 9.12. Confidentiality. Each of the Administrative Agent, the
Syndication Agent, the Documentation Agent, the Co-Documentation Agent, the
Issuing Bank and the Lenders agrees to maintain the confidentiality of the
Information (as defined below), except that Information may be disclosed (a) to
its and its Affiliates' directors, officers, employees and agents, including
accountants, legal counsel and other advisors (it being understood that the
Persons to whom such disclosure is made will be informed of the confidential
nature of such Information and instructed to keep such Information
confidential), (b) to the extent requested by any regulatory authority, (c) to
the extent required by applicable laws or regulations or by any subpoena or
similar legal process, (d) to any other party to this Agreement, (e) in
connection with the exercise of any remedies hereunder or any suit, action or
proceeding relating to this Agreement or any other Loan Document or the
enforcement of rights hereunder or thereunder, (f) subject to an agreement
containing provisions substantially the same as those of this Section, to any
assignee of or Participant in, or any prospective assignee of or Participant in,
any of its rights or obligations under this Agreement, (g) with the consent of
the Borrower or (h) to the extent such Information (i) becomes publicly
available other than as a result of a breach of this Section or (ii) becomes
available to the Administrative Agent, the Syndication Agent, the Documentation
Agent, the Co-Documentation Agent, the Issuing Bank or any Lender on a
nonconfidential basis from a source other than Superholdings, Alamosa Delaware
or the Borrower. For the purposes of this Section, "Information" means all
information received from Superholdings, Alamosa Delaware or the Borrower
relating to Superholdings, Alamosa Delaware or the Borrower or its business,
other than any such information that is available to the Administrative Agent,
the Syndication Agent, the Documentation Agent, the Co- Documentation Agent, the
Issuing Bank or any Lender on a nonconfidential basis prior to disclosure by
Superholdings, Alamosa Delaware or the Borrower; provided that, in the case of
information received from Superholdings, Alamosa Delaware or the Borrower after
the date hereof, such information is clearly identified at the time of delivery
as confidential. Any Person required to maintain the confidentiality of
Information as provided in this Section shall be considered to have complied
with its obligation to do so if such Person has exercised the same degree of
care to maintain the confidentiality of such Information as such Person would
accord to its own confidential information.

          SECTION 9.13. Interest Rate Limitation. Notwithstanding anything
herein to the contrary, if at any time the interest rate applicable to any Loan,
together with all fees, charges and other amounts which are treated as interest
on such Loan under applicable law (collectively the "Charges"), shall exceed the
maximum lawful rate (the "Maximum Rate") which may be contracted for, charged,
taken, received or reserved by the Lender holding such Loan in accordance with
applicable law, the rate of interest payable in respect of such Loan hereunder,
together with all Charges payable in respect thereof, shall be limited to the
Maximum Rate and, to the extent lawful, the interest and Charges that would have
been payable in respect of such Loan but were not payable as a result of the
operation of this Section shall be cumulated and the interest and Charges
payable to such Lender in respect of other Loans or periods shall be increased
(but not above the Maximum Rate therefor) until such cumulated amount, together
with interest thereon at the Federal Funds Effective Rate to the date of
repayment, shall have been received by such Lender.

          SECTION 9.14. Release of Subsidiaries. (a) If (i) the Administrative
Agent receives a certificate from the chief executive officer, the chief
financial officer or treasurer of Alamosa Delaware certifying as of the date of
that certificate that, after the consummation of the transaction or series of
transactions described in reasonable detail satisfactory to the Administrative
Agent in such certificate on such date, the Subsidiary Loan Party identified in
such certificate will no longer be a Subsidiary of Alamosa Delaware and (ii)
such transactions are consummated on such date in accordance with and without
violating the provisions of this Agreement or any other Loan Document, then such
Subsidiary's Guarantee shall automatically terminate and such Subsidiary shall
cease to be a party to any Loan Document.

          (b) No such termination or cessation shall release, reduce, or
otherwise adversely affect the obligations of any other Loan Party under this
Agreement, any other Guarantee, or any other Loan Document, all of which
obligations continue to remain in full force and effect. (c) The Lenders shall,
at Alamosa Delaware's expense, execute such documents as Alamosa Delaware may
reasonably request to evidence such termination or cessation, as the case may
be.


                                      91
<PAGE>

          SECTION 9.15. Roberts Term Loans, WOW Term Loans and Southwest Term
Loans. Notwithstanding anything to the contrary herein contained, it is
recognized and agreed by the parties hereto that the credit accommodations being
provided hereunder are being set forth in the form of a single Credit Agreement
for convenience only and that the Roberts Term Loans in an aggregate principal
amount up to $20,000,000 which refinance a portion of the Existing Roberts
Indebtedness, the WOW Term Loans in an aggregate principal amount up to
$10,000,000 which refinance a portion of the Existing WOW Indebtedness and the
Southwest Term Loans in an aggregate principal amount up to $53,000,000 which
refinance the Existing Southwest Indebtedness are being considered by the
parties hereto as separately identifiable term loans which as stated above are
included in this Agreement for convenience only.

          IN WITNESS WHEREOF, the parties hereto have caused this Agreement to
be duly executed by their respective authorized officers as of the day and year
first above written.

                                   ALAMOSA HOLDINGS, INC.,

                                       by
                                       /s/ David E. Sharbutt
                                       --------------------------------------
                                       Name:   David E. Sharbutt
                                       Title:  President

                                   ALAMOSA (DELAWARE), INC.,

                                       by:
                                       /s/ David E. Sharbutt
                                       --------------------------------------
                                       Name:   David E. Sharbutt
                                       Title:  President

                                       by:
                                       /s/ David E. Sharbutt
                                       --------------------------------------
                                       Name:   David E. Sharbutt
                                       Title:  President

                                   ALAMOSA HOLDINGS, LLC,

                                       by:
                                       /s/ David E. Sharbutt
                                       --------------------------------------
                                       Name:   David E. Sharbutt
                                       Title:  President

                                   CITICORP USA, INC.,
                                   individually and as
                                   Administrative Agent,

                                       by:
                                       /s/ J. Douglas Harvey
                                       --------------------------------------
                                       Name: J. Douglas Harvey
                                       Title: VP & Managing Director




                                      92
<PAGE>

                                   CITICORP NORTH AMERICA, INC.,

                                       by:
                                       /s/ J. Douglas Harvey
                                       --------------------------------------
                                       Name: J. Douglas Harvey
                                       Title: VP & Managing Director

                                   TORONTO DOMINION (TEXAS),
                                   INC., individually and as
                                   Syndication Agent,

                                       by
                                       /s/ Alva J. Jones
                                       --------------------------------------
                                       Name:  Alva J. Jones
                                       Title: Vice President

                                   EXPORT DEVELOPMENT
                                   CORPORATION, individually and
                                   as Co-Documentation Agent,

                                       by
                                       /s/ Robert Kelly
                                       --------------------------------------
                                       Name:  Robert Kelly
                                       Title: Financial Services Manager

                                       by
                                       /s/ Stephen Davies
                                       --------------------------------------
                                       Name:  Stephen Davies
                                       Title: Financial Services Manager

                                   FIRST UNION NATIONAL BANK,
                                   individually and as
                                   Documentation Agent,

                                       by
                                       /s/ Stephen G. Locke
                                       --------------------------------------
                                       Name:  Stephen G. Locke
                                       Title: Asst. Vice President

                                   THE BANK OF NOVA SCOTIA,

                                       by
                                       /s/ P.A. Weissenberger
                                       --------------------------------------
                                       Name:  P.A. Weissenberger
                                       Title: Authorized Signatory

                                   COBANK, ACB,

                                       by
                                       //s/ Anita Youngblut
                                       --------------------------------------
                                       Name:  Anita Youngblut
                                       Title: Vice President


                                      93
<PAGE>

                                   FORTIS CAPITAL CORP.,

                                       by
                                       /s/ Anita Youngblut
                                       --------------------------------------
                                       Name:  Anita Youngblut
                                       Title: Vice President

                                       by
                                      /s/ Hendrik Vroege
                                       --------------------------------------
                                       Name:   Hendrik Vroege
                                       Title:  Managing Director

                                       by
                                       /s/ Colm Kelly
                                       --------------------------------------
                                       Name:   Colm Kelly
                                       Title:  Asst. Vice President

                                   GENERAL ELECTRIC CAPITAL CORPORATION,

                                       by
                                       /s/  Molly S. Fergusson
                                       --------------------------------------
                                       Name:   Molly S. Fergusson
                                       Title:  Manager-Operations

                                   SOCIETE GENERALE,

                                       by
                                       /s/ Mark Vigil
                                       --------------------------------------
                                       Name:   Mark Vigil
                                       Title:  Director

                                   WESTDEUTSCHE LANDESBANK
                                   GIROZENTRALE, NEW YORK BRANCH,

                                       by
                                       /s/ Michael D. Peist
                                       --------------------------------------
                                       Name:   Michael D. Peist
                                       Title:  Director

                                       by
                                       /s/ Michael P. Sassos
                                       --------------------------------------
                                       Name:   Michael P. Sassos
                                       Title:  Director


                                      94
<PAGE>

                                   FRANKLIN FLOATING RATE TRUST,

                                       by
                                       /s/ Chauncey Lufkin
                                       --------------------------------------
                                       Name:  Chauncey Lufkin
                                       Title: Vice President

                                   IBM CREDIT CORPORATION,

                                       by
                                       /s/ Ronald J. Bachner
                                       --------------------------------------
                                       Name:  Ronald J. Bachner
                                       Title: Manager, Commercial
                                              & Vendor Financing Sales Americas

                                   FRANKLIN FLOATING RATE MASTER SERIES,

                                       by
                                       /s/ Ronald J. Bachner
                                       --------------------------------------
                                       Name:  Ronald J. Bachner
                                       Title: Manager, Commercial
                                              & Vendor Financing Sales
                                              Americas

                                       by
                                       /s/ Chauncey Lufkin
                                       --------------------------------------
                                       Name:  Chauncey Lufkin
                                       Title: Vice President

                                   OPPENHEIMER SENIOR FLOATING RATE FUND,

                                       by
                                       /s/ David Mabry
                                       --------------------------------------
                                       Name:  David Mabry
                                       Title: Vice President


                                      95


<PAGE>

                                                                       EXHIBIT A


                                    [Form of]

                            ASSIGNMENT AND ACCEPTANCE

         Reference is made to the Amended and Restated Credit Agreement, dated
as of February 14, 2001, as amended and restated as of March 30, 2001 (as
amended, supplemented or otherwise modified from time to time, the "Credit
Agreement"), among Alamosa Holdings, Inc., a Delaware corporation
("Superholdings"), Alamosa (Delaware), Inc., a Delaware corporation ("Alamosa
Delaware"), Alamosa Holdings, LLC, a Delaware limited liability company (the
"Borrower"), the lenders party thereto (the "Lenders"), Export Development
Corporation, as Co-Documentation Agent, First Union National Bank, as
Documentation Agent, Toronto Dominion (Texas), Inc., as Syndication Agent and
Citicorp USA, Inc., as administrative agent (the "Administrative Agent") and as
collateral agent. Terms defined in the Credit Agreement are used herein with the
same meanings.

         1. The undersigned assignor (the "Assignor"), hereby sells and assigns,
without recourse, to the undersigned assignee (the "Assignee"), and the Assignee
hereby purchases and assumes, without recourse, from the Assignor, effective as
of the Assignment Effective Date set forth below (but not prior to the
registration of the information contained herein in the Register pursuant to
Section 9.04 of the Credit Agreement), the interests set forth below (the
"Assigned Interest") in the Assignor's rights and obligations under the Credit
Agreement and the other Loan Documents, including, without limitation, the
amounts and percentages set forth below of (i) the Commitments of the Assignor
on the Assignment Effective Date, (ii) the Loans owing to the Assignor which are
outstanding on the Assignment Effective Date and (iii) participations in Letters
of Credit that are outstanding on the Assignment Effective Date. The Assignor
represents and warrants that it is the legal and beneficial owner of the
interests being assigned by it hereunder and that such interests are free and
clear of any Lien. From and after the Assignment Effective Date (i) the Assignee
shall (A) be a party to and be bound by the provisions of the Credit Agreement,
a copy of which has been received by the Assignee and (B) to the extent of the
interests assigned by this Assignment and Acceptance, have the rights and
obligations of a Lender thereunder and under the Loan Documents, and (ii) the
Assignor shall, to the extent of the interests assigned by this Assignment and
Acceptance, relinquish its rights and be released from its obligations under the
Credit Agreement.

         2. This Assignment and Acceptance is being delivered to the
Administrative Agent together with (i) if the Assignee is organized under the
laws of a jurisdiction outside the United States, the forms specified in Section
2.16(e) of the Credit Agreement, duly completed and executed by such Assignee,
(ii) if the Assignee is not already a Lender under the Credit Agreement, an
Administrative Questionnaire in the form satisfactory to the Administrative
Agent and (iii) a processing and recordation fee of $3,500.

         3. THIS AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE
WITH, THE LAWS OF THE STATE OF NEW YORK.

Date of Assignment: ............................................................

Assignment Effective Date
   (such date to be at least 5 Business Days after Date of Assignment): ........

Legal Name of Assignor: ........................................................

Legal Name of Assignee: ........................................................

Assignee's Address for Notices: ................................................


<PAGE>


Facility/Commit-         Principal Amount        Percentage Assigned of
ment                     Assigned:               Applicable Facility/Commitment
                                                 (set forth, to at least 8
                                                 decimals, as a percentage of
                                                 the Facility and the aggregate
                                                 Commitments of all Lenders
                                                 thereunder):
Revolving                $                                                %
                          ----------------                    ------------
Term Loans               $                                                %
                          ----------------                    ------------


The terms set forth above are hereby agreed to:


[                 ], as Assignor,            CITICORP USA, INC.,
                                             as Administrative Agent,

by:                                          by:
   ---------------------------                  ---------------------------
   Name:                                        Name:
   Title:                                       Title:





[                 ], as Assignee,            ALAMOSA HOLDINGS, LLC,
                                             as Borrower,

by:                                          by:
   ---------------------------                  ---------------------------
   Name:                                        Name:
   Title:                                       Title:

<PAGE>

            [Letterhead of Skadden, Arps, Slate, Meagher & Flom, LLP]




                                                              March 30, 2001


Citicorp USA, Inc., as Administrative Agent
390 Greenwich Street
New York, NY  10013

and

The Lenders listed on Schedule A hereto
                      ----------

         Re: Alamosa Holdings, LLC Credit Agreement

Ladies and Gentlemen:

         We have acted as special counsel to Alamosa Holdings, LLC, a Delaware
limited liability company (the "Company"), Alamosa Holdings, Inc., a Delaware
corporation ("Superholdings"), Alamosa (Delaware), Inc., a Delaware corporation
("Alamosa Delaware"), Alamosa PCS Holdings, Inc., a Delaware corporation
("APCS"), the other subsidiaries of the Company listed on Schedule I hereto
(each a "Group I Subsidiary" and collectively, the "Group I Subsidiaries") and
the other subsidiaries of the Company listed on Schedule II hereto (each a
"Group II Subsidiary" and collectively, the "Group II Subsidiaries"), in
connection with the Amended and Restated Credit Agreement, dated as of March 30,
2001 (the "Amended Credit Agreement"), among the Company, Superholdings, Alamosa
Delaware, the parties identified on Schedule A hereto (the "Lenders"), Export
Development Corporation, as co-documentation agent for the Lenders (in such
capacity, the "Co-Documentation Agent"), First Union National Bank, as
documentation agent for the Lenders (in such capacity, the "Documentation
Agent"), Toronto Dominion (Texas), Inc., as syndication agent for the Lenders
(in such capacity, the "Syndication Agent"), and Citicorp USA, Inc., as
administrative agent and collateral agent for the Lenders (in such capacities,
the "Administrative Agent" and the "Collateral Agent", respectively).

         The Company, Superholdings, Alamosa Delaware, APCS, the Group I
Subsidiaries and the Group II Subsidiaries are referred to herein individually
as a

<PAGE>


Citicorp USA, Inc.
March 30, 2001
Page 2

"Loan Party" and collectively as the "Loan Parties." The Subsidiaries listed on
Schedule IIA hereto are referred to individually herein as a "Southwest Loan
Party" and collectively as the "Southwest Loan Parties." The Group I
Subsidiaries and the Group II Subsidiaries are referred to herein individually
as a "Subsidiary Guarantor" and collectively as the "Subsidiary Guarantors." The
Company and each Southwest Loan Party (other than Southwest PCS Properties, LLC
and Southwest PCS Licenses, LLC) are referred to in paragraphs 13 and 14 hereof
individually as a "Pledgor" and collectively as the "Pledgors".

         This opinion is being delivered pursuant to Section 4.01(b) of the
Amended Credit Agreement.

         In rendering the opinions set forth herein, we have examined and relied
on originals or copies of the following:

         (a) the Amended Credit Agreement;

         (b) the Amended and Restated Guarantee Agreement, dated as of March 30,
2001 (the "Amended Guarantee"), among Superholdings, Alamosa Delaware, APCS, the
Subsidiary Guarantors and the Collateral Agent;

         (c) the Security Agreement, dated as of February 14, 2001 (the
"Original Security Agreement"), executed by Alamosa Delaware, the Company and
each of the Subsidiary Guarantors in favor of the Collateral Agent for the
benefit of the Secured Parties, as amended and restated as of March 30, 2001 (as
amended and restated, the "Amended Security Agreement");

         (d) the Pledge Agreement, dated as of February 14, 2001 (the "Original
Pledge Agreement"), executed by Alamosa Delaware, the Company and each of the
Subsidiary Guarantors in favor of the Collateral Agent for the benefit of the
Secured Parties, as amended and restated as of March 30, 2001 (as amended and
restated, the "Amended Pledge Agreement");

         (e) the Indemnity, Contribution and Subordination Agreement, dated as
of March 30, 2001 (the "Amended Contribution Agreement"), among each of the Loan
Parties and the Collateral Agent;



<PAGE>

Citicorp USA, Inc.
March 30, 2001
Page 3

         (f) unfiled, but signed copies of financing statements naming each of
the Southwest Loan Parties, as debtor, and Citicorp USA, Inc., as collateral
agent, as secured party, which we understand will be filed within ten (10) days
of the transfer of the security interest in the filing offices listed on
Schedule III hereto (such filing offices, the "Filing Offices" and such
financing statements, the "Financing State ments");

         (g) the certificate of the Loan Parties, dated the date hereof,
executed by an officer of the Company, a copy of which is attached as Exhibit A
hereto (the "Opinion Certificate");

         (h) certified copies of the Certificate of Incorporation, Certificate
of Formation, By-laws or Limited Liability Company Agreements, as applicable, of
each of the Company, Superholdings, APCS, Alamosa Delaware and each Group I
Subsidiary;

         (i) certified copies of the resolutions of the Board of Directors or
Manager of each of the Company, Superholdings, APCS, Alamosa Delaware and each
Group I Subsidiary;

         (j) certificates, dated on or about March 26, 2001, from the Secretary
of State of the State of Delaware as to the existence and good standing in the
State of Delaware of the Company, Superholdings, APCS, Alamosa Delaware and each
of the Group I Subsidiaries;

         (k) our opinion, dated as of February 14, 2001 (the "Original Opin
ion"), delivered to you pursuant to Section 4.01(b) of the Credit Agreement,
dated as of February 14, 2001 (the "Original Credit Agreement"), among the
Company, Superholdings, Alamosa Delaware, the Lenders, the Syndication Agent,
the Docu mentation Agent, the Co-Documentation Agent, the Administrative Agent
and the Collateral Agent; and

         (l) such other documents as we have deemed necessary or appropriate as
a basis for the opinions set forth below.

         In our examination we have assumed the genuineness of all signatures
including endorsements, the legal capacity of natural persons, the authenticity
of all

<PAGE>


Citicorp USA, Inc.
March 30, 2001
Page 4

documents submitted to us as originals, the conformity to original documents of
all documents submitted to us as certified or photostatic copies, and the
authenticity of the originals of such copies. As to any facts material to this
opinion which we did not independently establish or verify, we have relied upon
statements and representa tions of the Loan Parties and their respective
officers and other representatives and of public officials, including the facts
and conclusions set forth therein.

         We express no opinion as to the laws of any jurisdiction other than (i)
the Applicable Laws of the State of New York, (ii) the Applicable Laws of the
United States of America, (iii) the General Corporation Law of the State of Dela
ware, (iv) the Limited Liability Company Act of the State of Delaware and (v)
with respect to the security interest opinions set forth in paragraphs 9, 10,
11, 12, 13 and 14 of the UCC.

         Capitalized terms used herein and not otherwise defined herein shall
have the same meanings herein as ascribed thereto in the Amended Credit Agree
ment. "Loan Documents" shall mean the items listed in (a) through (e) above.
"Applicable Contracts" shall mean those agreements or instruments set forth on
Schedule 2 to the Opinion Certificate which the Company has certified to us as
all the agreements and instruments which are material to the business or
financial condition of the Loan Parties, taken as a whole. "Applicable Laws"
shall mean those laws, rules and regulations which, in our experience, are
normally applicable to transactions of the type contemplated by the Loan
Documents, without our having made any special investigation as to the
applicability of any specific law, rule or regulation, and which are not the
subject of a specific opinion herein referring expressly to a particular law or
laws; provided that we express no opinion regarding the Communications Act of
1934, as amended. "Governmental Approval" means any consent, approval, license,
authorization or validation of, or filing, recording or registration with, any
governmental authority pursuant to the Applicable Laws of the State of New York,
the General Corporation Law of the State of Delaware, the Limited Liability
Company Act of the State of Delaware and the Applicable Laws of the United
States of America. "Applicable Orders" means those orders or decrees of
governmental authorities identified on Schedule 3 to the Opinion Certificate.

         Unless otherwise indicated, references to the "UCC" shall mean (i) with
respect to the validity of the security interest, the Uniform Commercial Code as
in effect on the date hereof in the State of New York and (ii) with respect to
the

<PAGE>


Citicorp USA, Inc.
March 30, 2001
Page 5

perfection and the effect of perfection or non-perfection of the security
interest, (a) the Uniform Commercial Code as in effect on the date hereof in the
State of Delaware or the State of Texas and (b) solely with respect to
paragraphs 9 and 10 hereof, the Uniform Commercial Code as in effect on the date
hereof in the State of Califor nia, the State of Delaware or the State of Texas.
References to "Applicable States" shall mean (a) the States of New York,
Delaware and Texas and (b) solely with respect to paragraphs 9 and 10 hereof,
the States of New York, California, Delaware and Texas

         Based upon the foregoing and subject to the limitations, qualifica
tions, exceptions and assumptions set forth herein, we are of the opinion that:

         1. Based solely upon our review of the certificates described in clause
(j) above, each of the Company, Superholdings, APCS, Alamosa Delaware and each
Group I Subsidiary is validly existing and in good standing under the laws of
the State of Delaware.

         2. Each of the Company, Superholdings, APCS, Alamosa Delaware and each
Group I Subsidiary has the corporate or limited liability company power and
authority to execute, deliver and perform all of its obligations under each of
the Loan Documents to which it is a party under the laws of the State of
Delaware. The execution and delivery of each of the Loan Documents and the
consummation by the Company, Superholdings, APCS, Alamosa Delaware and each
Group I Subsidiary of the transactions contemplated thereby have been duly
authorized by all requisite corporate or limited liability company action on the
part of the Company, Superholdings, APCS, Alamosa Delaware and each Group I
Subsidiary under the laws of the State of Delaware. Each of the Loan Documents
has been duly executed and delivered by the Company, Superholdings, APCS,
Alamosa Delaware and each of the Group I Subsidiaries under the General
Corporation Law of the State of Delaware or the Limited Liability Company Act of
the State of Delaware.

         3. Each of the Loan Documents constitutes the valid and binding
obligation of each Loan Party thereto enforceable against such Loan Party in
accordance with its terms under the laws of the State of New York.


<PAGE>


Citicorp USA, Inc.
March 30, 2001
Page 6

         4. The execution and delivery by the Company, Superholdings, APCS,
Alamosa Delaware and each of the Group I Subsidiaries of each of the Loan
Documents and the performance by the Company, Superholdings, APCS, Alamosa
Delaware and each of the Group I Subsidiaries of its obligations under each of
the Loan Documents, each in accordance with its terms, do not conflict with the
Certificate of Incorporation, Operating Agreement or By-laws of the Company,
Superholdings, APCS, Alamosa Delaware or such Group I Subsidiary.

         5. The execution and delivery by each of the Loan Parties of each of
the Loan Documents to which it is a party and the performance by each of the
Loan Parties of its obligations under each of the Loan Documents to which it is
a party, each in accordance with its terms, do not (i) constitute a violation
of, or a default under, any Applicable Contracts or (ii) cause the creation of
any security interest or lien upon any of the property of each of the Loan
Parties pursuant to any Applicable Contracts. We call to your attention that
certain of the Applicable Contracts are governed by laws other than those as to
which we express our opinion. We express no opinion as to the effect of such
other laws on the opinions herein stated.

         We call to your attention that in giving our opinion in paragraph 5 we
have taken into account various provisions of the Loan Documents including those
contained in Section 9.15 of the Amended Credit Agreement.

         6. Neither the execution, delivery or performance by each of the Loan
Parties of the Loan Documents to which it is a party nor the compliance by each
of the Loan Parties with the terms and provisions thereof will contravene any
provision of any Applicable Law of the State of New York, the General
Corporation Law of the State of Delaware, the Limited Liability Company Act of
the State of Delaware or any Applicable Law of the United States of America.

         7. Except as set forth Schedule V hereto, no Governmental Approval,
which has not been obtained or taken and is not in full force and effect, is
required to authorize, or is required in connection with, the execution or
delivery of any of the Loan Documents by any Loan Party of any of the Loan
Documents to which it is a party.

         8. Neither the execution, delivery or performance by any Loan Party of
its obligations under the Loan Documents to which it is a party nor compliance
by


<PAGE>


Citicorp USA, Inc.
March 30, 2001
Page 7

such Loan Party with the terms thereof will contravene any Applicable Order
against such Loan Party.

         9. The amendments to the Original Security Agreement as set forth in
the Amended Security Agreement do not, of themselves, adversely affect the
validity or perfection of the security interest of the Collateral Agent for the
benefit of the Secured Parties in the UCC Collateral (as defined in our Original
Opinion) and after giving effect to such amendments, the security interest of
the Collateral Agent for the benefit of the Secured Parties in the UCC
Collateral will be a valid and perfected security interest to the same extent to
which it would otherwise have been entitled immediately prior to giving effect
thereto.

         10. The amendments to the Original Pledge Agreement as set forth in the
Amended Pledge Agreement do not, of themselves, adversely affect the validity or
perfection of the security interest of the Collateral Agent for the benefit of
the Secured Parties in the Instruments or Pledged Securities (each as defined in
our Original Opinion) and after giving effect to such amendments, the security
interest of the Collateral Agent for the benefit of the Secured Parties in the
Instruments or the Pledged Securities will be a valid and perfected security
interest to the same extent to which it would otherwise have been entitled
immediately prior to giving effect thereto.

         Our opinions in paragraphs 9 and 10 above with respect to the security
interest of the Collateral Agent for the benefit of the Secured Parties in the
UCC Collateral, the Instruments and the Pledged Securities is subject to the
following qualifications:

         (a) our security interest opinions with respect to the interest of the
Collateral Agent for the benefit of the Secured Parties are limited to Article 8
and Article 9 of the UCC, and such opinions do not address (i) laws of
jurisdictions other than the Applicable States, and of the Applicable States
except for Article 8 and Article 9 of the UCC, (ii) collateral of a type not
subject to Article 8 and Article 9 of the UCC, and (iii) what law governs
perfection of the security interests granted in the collateral covered by this
opinion.

         (b) we have assumed that neither the Original Security Agreement or the
Original Pledge Agreement has been amended, modified or supplemented and no



<PAGE>


Citicorp USA, Inc.
March 30, 2001
Page 8

rights pursuant thereto have been released, waived or modified by any actions of
the parties thereto subsequent to the date of our Original Opinion other than as
amended by the Amended Security Agreement and the Amended Pledge Agreement;

         (c) we have assumed that all actions specified, assumed or relied upon
in the Original Opinion have been taken and that all of the facts and conditions
specified, assumed or relied upon in the Original Opinion remain correct; and

         (d) we have assumed that the Collateral Agent was at all times acting
in good faith and without notice of any adverse claims with respect to the
Instruments and the Pledged Securities and that the Instruments and the Pledged
Securities are, have been and will be at all times in the continuous possession
of the Collateral Agent in the State of New York.

         (e) We call to your attention that the American Law Institute and the
National Conference of Commissioners on Uniform State Laws have approved a
revised version of Article 9 of the Uniform Commercial Code with conforming
amendments to other articles of the Uniform Commercial Code ("Revised Article
9"). Revised Article 9 would change in certain respects the manner in which
security interests are created and perfected as well as in many cases the law
governing perfection or priority of the security interest. A version of Revised
Article 9 has been introduced in New York. The opinions set forth herein are
based solely on the laws and regulations in effect on the date hereof and we
express no opinion as to the effect of Revised Article 9 on the validity,
perfection or priority of the security interest.

         (f) We call to your attention that Delaware and Texas has now enacted a
version of the 1999 Official Text of Article 9 of the Uniform Commercial Code
("Official Revised Article 9"). Official Revised Article 9 changes in certain
respects the manner in which security interests are created and perfected as
well as the law governing perfection and priority of many security interests.
Official Revised Article 9 is not yet effective and the opinions expressed
herein are based solely on the laws and regulations in effect on the date hereof
and we express no opinion as to the effect of Official Revised Article 9 on the
validity, perfection or priority of the security interest.




<PAGE>


Citicorp USA, Inc.
March 30, 2001
Page 9

         11. The provisions of the Amended Security Agreement are effective to
create in favor of the Collateral Agent for the benefit of the Secured Parties a
valid security interest in that portion of the Southwest Collateral (as defined
in the Amended Security Agreement) subject to Article 9 of the UCC (the
"Southwest UCC Collateral"). Such security interest will secure the prompt and
complete payment and performance when due of the Southwest Obligations and the
General Obligations (each as defined in the Amended Security Agreement). We
express no opinion whether or to what extent any particular item of Collateral
(as defined in the Amended Security Agreement) constitutes Southwest Collateral.

         12. The Financing Statements are in appropriate form for filing in each
of the Filing Offices. With respect to that portion of the Southwest UCC
Collateral as to which the filing of a financing statement is a permissible
method of perfection (the "Southwest UCC Filing Collateral"), the security
interest in favor of the Collateral Agent for the benefit of the Secured Parties
in that portion of the Southwest UCC Filing Collateral which is described in the
Financing Statements will be perfected upon filing of the Financing Statements
in the respective Filing Offices.

         Our opinions in paragraphs 11 and 12 with respect to the security
interest of the Collateral Agent for the benefit of the Secured Parties are
subject to the following qualifications:

         (a) We have assumed that each Southwest Loan Party owns, or with
respect to after-acquired property will own, the Southwest UCC Collateral, and
we express no opinion as to the nature or extent of such Southwest Loan Party's
rights in, or title to, any of the Southwest UCC Collateral and we note that
with respect to any after-acquired property, the security interest will not
attach until such Southwest Loan Party acquires ownership thereof.

         (b) Our opinions with respect to the interest of the Collateral Agent
for the benefit of the Secured Parties are limited to Article 9 of the UCC, and
such opinions do not address (i) laws of jurisdictions other than the Applicable
States and of the Applicable States except for Article 9 of the UCC, (ii)
collateral of a type not subject to Article 9 of the UCC, including any and all
deposit accounts, and (iii) what law governs perfection or priority of the
security interests granted in the collateral covered by this opinion.




<PAGE>


Citicorp USA, Inc.
March 30, 2001
Page 10

         (c) We have assumed that there are no agreements between any of the
Southwest Loan Parties and any account debtor prohibiting, restricting or
conditioning the assignment of any portion of the Southwest UCC Collateral
except for the Southwest UCC Collateral constituting either accounts or general
intangibles for money due as to which we make no such assumption.

         (d) We express no opinion with respect to the priority of the security
interest of the Collateral Agent for the benefit of the Secured Parties in any
of the Southwest UCC Collateral.

         (e) In the case of chattel paper, accounts or general intangibles, we
call to your attention that the security interest of the Collateral Agent for
the benefit of the Secured Parties may be subject to the rights of account
debtors, claims and defenses of account debtors and the terms of agreements with
account debtors.

         (f) We express no opinion with respect to any portion of the Southwest
UCC Collateral consisting of "investment property" (as defined in Section
9-115(1)(f) of the UCC).

         (g) In the case of goods, we express no opinion regarding the security
interest of the Collateral Agent for the benefit of the Secured Parties in any
goods which are (i) an accession to, or commingled or processed with other goods
to the extent that the security interest of the Collateral Agent for the benefit
of the Secured Parties is limited by Section 9-314 or 9-315 of the UCC or (ii)
subject to a certificate of title or a document of title.

         (h) We express no opinion regarding the security interest of the
Collateral Agent for the benefit of the Secured Parties in any copyrights,
patents, trademarks, service marks or other intellectual property, the proceeds
thereof or money due with respect to the lease, license or use thereof except to
the extent Article 9 of the UCC may be applicable to the foregoing and, without
limiting the generality of the foregoing, we express no opinion as to the effect
of any federal laws relating to copyrights, patents, trademarks, service marks
or other intellectual property on the opinions expressed herein.

         (i) We express no opinion regarding the security interest of the
Collateral Agent for the benefit of the Secured Parties in any items which are
subject


<PAGE>


Citicorp USA, Inc.
March 30, 2001
Page 11

to a statute, regulation or treaty of the United States of America which
provides for a national or international registration or a national or
international certificate of title for the perfection of a security interest
therein or which specifies a place of filing different from the place specified
in the UCC for filing to perfect such security interest.

         (j) We express no opinion regarding the security interest of the
Collateral Agent for the benefit of the Secured Parties in any of the Southwest
UCC Collateral consisting of claims against any government or governmental
agency (including without limitation the United States of America or any state
thereof or any agency or department of the United States of America or any state
thereof).

         (k) In the case of any instruments, chattel paper, account or general
intangible which is itself secured by other property, we express no opinion with
respect to the Collateral Agent for the benefit of the Secured Parties' rights
in and to such underlying property.

         (l) We express no opinion with respect to the security interest in any
of the Southwest UCC Collateral consisting of goods which are or are to become
fixtures, equipment used in farming operations, or farm products, or accounts or
general intangibles arising from or relating to the sale of farm products by a
farmer, consumer goods, crops growing or to be grown, timber to be cut or
minerals or the like (including oil and gas), accounts subject to subsection 5
of Section 9-103 of the UCC, an ownership interest evidenced by certificates of
stock or other instruments and a leasehold evidenced by a proprietary lease, or
either of the foregoing, from a corporation or partnership formed for the
purpose of cooperative ownership of real estate.

         (m) Our opinion with respect to proceeds is subject to the limitations
set forth in Section 9-306 of the UCC and, in addition, we call to your
attention that in the case of certain types of proceeds other parties such as
holders in due course, protected purchasers and buyers in the ordinary course of
business may acquire a superior interest or may take their interest free of the
security interest of the Collateral Agent for the benefit of the Secured
Parties.

         (n) We call to your attention that in the case of license or permits
issued by governmental authorities, the applicable Southwest Loan Party may not


<PAGE>


Citicorp USA, Inc.
March 30, 2001
Page 12

have sufficient rights therein for the security interest of the Collateral Agent
for the benefit of the Secured Parties to attach and even if such Southwest Loan
Party has sufficient rights for the security interest to attach, exercise of
remedies may be limited by the terms of the license or permit or require the
consent of the governmental authorities issuing such license or permit. We have
assumed that to the extent the terms of licenses or permits (or any laws or
regulations applicable thereto) prohibit or condition the transfer of any
licenses or permits, consent to the transfer under the Amended Security
Agreement has been obtained.

         (o) We call to your attention that the American Law Institute and the
National Conference of Commissioners on Uniform State Laws have approved a
revised version of Article 9 of the Uniform Commercial Code with conforming
amendments to other articles of the Uniform Commercial Code ("Revised Article
9"). Revised Article 9 would change in certain respects the manner in which
security interests are created and perfected as well as in many cases the law
governing perfection or priority of the security interest. A version of Revised
Article 9 has been introduced in New York. The opinions set forth herein are
based solely on the laws and regulations in effect on the date hereof and we
express no opinion as to the effect of Revised Article 9 on the validity,
perfection or priority of the security interest.

         (p) We call to your attention that Delaware and Texas have now enacted
a version of the 1999 Official Text of Article 9 of the Uniform Commercial Code
("Official Revised Article 9"). Official Revised Article 9 changes in certain
respects the manner in which security interests are created and perfected as
well as the law governing perfection and priority of many security interests.
Official Revised Article 9 is not yet effective and the opinions expressed
herein are based solely on the laws and regulations in effect on the date hereof
and we express no opinion as to the effect of Official Revised Article 9 on the
validity, perfection or priority of the security interest.

         13. The provisions of the Amended Pledge Agreement are effective to
create in favor of the Collateral Agent for the benefit of the Secured Parties a
valid security interest in the applicable Pledgor's rights in the certificates
identified on Schedule IV hereto (the "Southwest Pledged Securities"). Such
security interest will secure the Southwest Obligations and the General
Obligations (each as defined in the Amended Pledge Agreement). We express no
opinion whether or to what extent any


<PAGE>


Citicorp USA, Inc.
March 30, 2001
Page 13


particular item of Collateral (as defined in the Amended Pledge Agreement)
constitutes Southwest Collateral.

         14. Upon delivery of the Pledged Securities to the Collateral Agent for
the benefit of the Secured Parties in the State of New York, the security
interest of the Collateral Agent for the benefit of the Secured Parties in the
Southwest Pledged Securities will be perfected. No interest of any other
creditor of any Pledgor is equal or prior to the security interest of the
Collateral Agent for the benefit of the Secured Parties in the Southwest Pledged
Securities.

         Our opinions in paragraphs 13 and 14 above with respect to the security
interest of the Collateral Agent for the benefit of the Secured Parties in the
Southwest Pledged Securities are subject to the following qualifications:

         (a) We have assumed that each Pledgor owns, or with respect to after-
acquired property will own, the Southwest Pledged Securities, and we express no
opinion as to the nature or extent of such Pledgor's rights in, or title to, any
of the Southwest Pledged Securities and we note that with respect to any
after-acquired property, the security interest will not attach until such
Pledgor acquires ownership thereof.

         (b) Our opinions with respect to the interest of the Collateral Agent
for the benefit of the Secured Parties in the Southwest Pledged Securities are
limited to Article 8 and Article 9 of the UCC, and such opinions do not address
(i) laws of jurisdictions other than New York, and of New York except for
Article 8 and Article 9 of the UCC, (ii) collateral of a type not subject to
Article 8 and Article 9 of the UCC, and (iii) what law governs perfection or
priority of the security interests granted in the Southwest Pledged Securities
covered by this opinion.

         (c) We express no opinion with respect to proceeds of the Southwest
Pledged Securities.

         (d) We call to your attention that the right of the Collateral Agent to
become a partner or a member of a limited liability company or partnership may
be limited by applicable law and the terms of the limited liability company
agreement or partnership agreement pursuant to which the limited liability
company or partnership was formed, as amended from time to time, and that the
only remedy may


<PAGE>


Citicorp USA, Inc.
March 30, 2001
Page 14

be the right to receive distributions to which the applicable Loan Party is
otherwise entitled pursuant to the limited liability company agreement or
partnership agreement.

         (e) We express no opinion with respect to the priority of the security
interest of the Collateral Agent for the benefit of the Secured Parties in the
Southwest Pledged Securities pursuant to Section 9-301(4) of the UCC against a
lien creditor to the extent that provision limits the priority afforded future
advances.

         (f) We have assumed that each of the Collateral Agent and the Secured
Parties acquired its interest in the Southwest Pledged Securities for value and
that neither the Collateral Agent nor any of the Secured Parties has notice on
or prior to the date hereof or the date of delivery of the Southwest Pledged
Securities of an adverse claim with respect to the Southwest Pledged Securities.

         (g) We have assumed that each of the Southwest Pledged Securities is
registered in the name of the Collateral Agent for the benefit of the Secured
Parties or is indorsed by an effective indorsement to the Collateral Agent for
the benefit of the Secured Parties or is indorsed in blank.

         (h) We have assumed that to the extent the terms of licenses or permits
(or any laws or regulations applicable thereto) prohibit or condition the
transfer of any Southwest Pledged Securities, consent to the transfer under the
Amended Pledge Agreement has been obtained.

         (i) We call to your attention that the American Law Institute and the
National Conference of Commissioners on Uniform State Laws have approved a
revised version of Article 9 of the Uniform Commercial Code with conforming
amendments to other articles of the Uniform Commercial Code ("Revised Article
9"). Revised Article 9 would change in certain respects the manner in which
security interests are created and perfected as well as in many cases the law
governing perfection or priority of the security interest. A version of Revised
Article 9 has been introduced in New York. The opinions set forth herein are
based solely on the laws and regulations in effect on the date hereof and we
express no opinion as to the effect of Revised Article 9 on the validity,
perfection or priority of the security interest.




<PAGE>


Citicorp USA, Inc.
March 30, 2001
Page 15

         15. Neither the execution, delivery or performance by any of the Loan
Parties of the Loan Documents to which it is party nor the compliance by any
such Loan Party with the terms and provisions thereof will violate any provision
of (a) the Investment Company Act of 1940, as amended or (b) the Public Utility
Holding Company Act of 1935, as amended.

         Our opinions are subject to the following assumptions and
qualifications:

         (a) enforcement may be limited by applicable bankruptcy, insolvency,
reorganization, moratorium or other similar laws affecting creditors' rights
generally and by general principles of equity (regardless of whether enforcement
is sought in equity or at law);

         (b) we have assumed that each of the Loan Documents constitutes the
valid and binding obligation of each party to such Loan Document (other than the
Loan Parties) enforceable against such other party in accordance with its terms;

         (c) we express no opinion as to the effect on the opinions expressed
herein of (i) the compliance or non-compliance of any party (other than the Loan
Parties) to the Loan Documents with any state, federal or other laws or
regulations applicable to it or (ii) the legal or regulatory status or the
nature of the business of any party (other than the Loan Parties) to the Loan
Documents;

         (d) we express no opinion as to the enforceability of any rights to
contribution or indemnification provided for in the Loan Documents which are
violative of the public policy underlying any law, rule or regulation (including
any federal or state securities law, rule or regulation);

         (e) we express no opinion as to the applicability or effect of any
fraudulent transfer or similar law on the Loan Documents or any transactions
contemplated thereby;

         (f) certain of the remedial provisions with respect to the security
including waivers with respect to the exercise of remedies against the
collateral contained in the Amended Security Agreement and the Amended Pledge
Agreement (collectively, the "Collateral Agreements") may be unenforceable in
whole or in part,


<PAGE>


Citicorp USA, Inc.
March 30, 2001
Page 16

but the inclusion of such provisions does not affect the validity of the
Collateral Agreements, taken as a whole, and the Collateral Agreements, taken as
a whole, together with applicable law, contains adequate provisions for the
practical realization of the benefits of the security;

         (g) we express no opinion with respect to any provision of the Amended
Credit Agreement to the extent it authorizes or permits any purchaser of a
participation interest to set-off or apply any deposit, property or indebtedness
with respect to any participation interest; and

         (h) we call to your attention that: (i) our Original Opinion contained
qualifications and that such qualifications continue to be effective with
respect to this opinion and that the Original Opinion was effective only as of
the date thereof and (ii) except as expressly set forth in this opinion, such
effectiveness is not brought forward by the delivery of this opinion.

         In rendering the foregoing opinions, we have assumed, with your
consent, that:

         (a) each of the Group II Subsidiaries is validly existing and in good
standing as a limited partnership or limited liability company under the laws of
the States of Texas, Wisconsin, Missouri, Oregon and Oklahoma;

         (b) each of the Group II Subsidiaries has the power and authority to
execute, deliver and perform all of its obligations under each of the Loan
Documents to which it is a party and the execution and delivery of each of the
Loan Documents and the consummation by each of the Group II Subsidiaries of the
transactions contemplated thereby have been duly authorized by all requisite
action on the part of each of the Group II Subsidiaries. Each of the Loan
Documents to which it is a party has been duly authorized, executed and
delivered by each of the Group II Subsidiaries;

         (c) the execution, delivery and performance by each of the Group II
Subsidiaries of any of its obligations under Loan Documents to which it is a
party does not and will not conflict with, contravene, violate or constitute a
default under the certificate of formation, certificate of limited partnership,
operating agreement or partnership agreement of such Group II Subsidiary;


<PAGE>


Citicorp USA, Inc.
March 30, 2001
Page 17

         (d) the execution, delivery and performance by each of the Loan Parties
of any of its obligations under the Loan Documents to which it is a party does
not and will not conflict with, contravene, violate or constitute a default
under (i) any lease, indenture, instrument or other agreement to which it or its
property is subject (other than the Applicable Contracts as to which we express
our opinion in paragraph 5 herein), (ii) any rule, law or regulation to which it
is subject (other than Applicable Laws of the State of New York and Applicable
Laws of the United States of America as to which we express our opinion in
paragraph 6 herein), or (iii) any judicial or administrative order or decree of
any governmental authority (other than Applicable Orders as to which we express
our opinion in paragraph 8 herein); and

         (e) no authorization, consent or other approval of, notice to or filing
with any court, governmental authority or regulatory body (other than
Governmental Approvals as to which we express our opinion in paragraph 7 herein
and the Financing Statements as to which we express our opinion in paragraph 11
herein is required to authorize or is required in connection with the execution,
delivery or performance by the any of the Loan Parties of any Loan Documents to
which it is a party or the transactions contemplated thereby.

         We understand that you are separately receiving an opinion, with
respect to certain of the foregoing assumptions from each of the counsel listed
on Schedule VI hereto and we are advised that such opinions contain
qualifications. Our opinions herein stated are based on the assumptions
specified above and we express no opinion as to the effect on the opinions
herein stated of the qualifications contained in such other opinions.

         This opinion is being furnished only to you in connection with the Loan
Documents and is solely for your benefit and is not to be used, circulated,
quoted or otherwise referred to for any other purpose or relied upon by any
other person for any purpose without our prior written consent; provided, that
each assignee of a Lender that hereafter becomes a "Lender" under the Amended
Credit Agreement pursuant to Section 9.04 thereof may rely on this opinion with
the same effect as if it were originally addressed to such assignee.


<PAGE>


Citicorp USA, Inc.
March 30, 2001
Page 18

                                                     Very truly yours,



<PAGE>

                               Schedule A: Lenders


Salomon Smith Barney Inc.
Export Development Corporation
Toronto Dominion (Texas), Inc.
First Union National Bank
The Bank of Nova Scotia
Fortis Capital Corporation
Westdeutsche Landesbank Girozentral
Societe Generale
General Electric Capital Corporation
CoBank, ACB
Franklin Templeton
IBM Credit Corporation
Oppenheimer Senior Floating Rate Fund





<PAGE>



                        Schedule I: Group I Subsidiaries


Alamosa PCS, Inc., a Delaware corporation
Alamosa Delaware GP, LLC, a Delaware limited liability company
Alamosa Finance, LLC, a Delaware limited liability company
Alamosa Limited, LLC, a Delaware limited liability company
Washington Oregon Wireless Properties, LLP, a Delaware limited liability company
Washington Oregon Wireless Licenses, LLP, a Delaware limited liability company
Southwest PCS Properties, LLC, a Delaware limited liability company
Southwest PCS Licenses, LLC, a Delaware limited liability company




<PAGE>



                       Schedule II: Group II Subsidiaries


Texas Telecommunications, LP, a Texas limited partnership
Alamosa Properties, LP, a Texas limited partnership
Alamosa Wisconsin Limited Partnership, a Wisconsin limited partnership
Alamosa Wisconsin GP, LLC, a Wisconsin limited liability company
Alamosa (Wisconsin) Properties, LLC, a Wisconsin limited liability company
Roberts Wireless Communications L.L.C., a Missouri limited liability company
Roberts Wireless Properties L.L.C., a Missouri limited liability company
Washington Oregon Wireless, LLC, an Oregon limited liability company
Southwest PCS, L.P., an Oklahoma limited partnership
SWGP, L.L.C., an Oklahoma limited liability company
SWLP, L.L.C., an Oklahoma limited liability company




<PAGE>



                      Schedule IIA: Southwest Loan Parties


Southwest PCS, L.P., an Oklahoma limited partnership
SWGP, L.L.C., an Oklahoma limited liability company
SWLP, L.L.C., an Oklahoma limited liability company
Southwest PCS Properties, L.L.C., a Delaware limited liability company
Southwest PCS Licenses, L.L.C., a Delaware limited liability company




<PAGE>



                          Schedule III: Filing Offices

                            Texas Secretary of State
                           Delaware Secretary of State




<PAGE>



                         Schedule IV:Pledged Securities


--------------------------------------------------------------------------------
                                             PERCENTAGE     NUMBER   CERTIFICATE
     ISSUER                  PLEDGOR         OF SHARES    OF SHARES    NUMBER
--------------------------------------------------------------------------------
Southwest PCS, L.P.   SWGP, L.L.C               1%           N/A         1
                      SWLP, L.L.C.              99%          N/A         2
--------------------------------------------------------------------------------
SWGP, L.L.C.          Alamosa Holdings LLC      100%         N/A         1
--------------------------------------------------------------------------------
SWLP, L.L.C.          Alamosa Holdings LLC      100%         N/A         1
--------------------------------------------------------------------------------
Southwest PCS         Southwest PCS, L.P.       100%         N/A         1
Properties, LLC
--------------------------------------------------------------------------------
Southwest PCS         Southwest PCS, L.P.       100%         N/A         1
Licenses, LLC
--------------------------------------------------------------------------------





<PAGE>





                       Schedule V: Governmental Approvals

                                      None




<PAGE>


                           Schedule VI: Other Counsel

Crenshaw, Dupree and Milam, LLP
Axley Brynelson, LLP
Duncan, Tiger, Tabor & Niegel
Armstrong Teasdale LLP
Fob Jones
Bassett Law Firm
Adams & Jones




<PAGE>

                                                                       Exhibit A

                               Opinion Certificate

                  I, David E. Sharbutt, am the President of Alamosa Holdings,
Inc., a Delaware corporation (the "Company"). I understand that Skadden, Arps,
Slate, Meagher & Flom LLP ("SASM&F") is rendering an opinion dated March 30,
2001 (the "Opinion") to Citicorp USA, Inc. and each of the parties set forth on
Schedule A attached to the Opinion pursuant to Section 4.01(b) of the Amended
and Restated Credit Agreement, dated as of March 30, 2001 (the "Amended Credit
Agreement"), among the Company, Alamosa (Delaware), Inc., a Delaware
corporation, Alamosa Holdings, LLC, a Delaware limited liability company, the
parties identified on Schedule A to the Opinion (the "Lenders"), Citicorp USA,
Inc., as administrative agent and collateral agent for the Lenders and certain
other agents for the Lenders named therein.

                  Capitalized terms used herein but not otherwise defined shall
have the meanings set forth in the Opinion. I further understand that SASM&F is
relying on this opinion certificate and the statements made herein in rendering
such Opinion.

                  With regard to the foregoing, on behalf of each of the Loan
Parties, I certify that:

                  1. Due inquiry has been made of all persons deemed necessary
or appropriate to verify or confirm the statements contained herein.

                  2. SASM&F may rely upon the representations and warranties as
to factual matters that the Loan Parties have made in the Amended Credit
Agreement and the documents related thereto, including, without limitation, the
Amended and Restated Security Agreement, dated as of March 30, 2001 (the
"Amended Security Agreement") and the Amended and Restated Pledge Agreement,
dated as of March 30, 2001 (the "Amended Pledge Agreement"), each executed by
each of the Loan Parties in favor of Citicorp USA, Inc., as collateral agent for
the benefit of the Lenders. The undersigned has made a careful review of the
representations and warranties of each of the Loan Parties contained in such
agreements and hereby confirms, to the best of his knowledge and belief, that
such representations and warranties are true, correct and complete on and as of
the date of this Certificate.

                  3. Set forth on Schedule 2 is a true and complete list of all
Applicable Orders with respect to the Loan Parties, which constitute all of the
orders, judgments or decrees against the applicable party.


                                       A-1

<PAGE>


                  4. Set forth on Schedule 2 is a true and correct list of all
the agreements or instruments which are material to the business or financial
condition of the Loan Parties, taken as a whole.

                  5. Less than 25 percent of the assets of the Company and the
other Loan Parties on a consolidated basis and on an unconsolidated basis
consists of margin stock (as such term is defined in Regulation U of the Board
of Governors of the Federal Reserve System).

                  6. Each of the Loan Parties (a) is primarily engaged, directly
or through a wholly-owned subsidiary or subsidiaries, in a business or
businesses other than that of investing, reinvesting, owning, holding or trading
in securities, (b) is not engaged and does not propose to engage in the business
of issuing face-amount certificates of the installment type, and has not been
engaged in such business and does not have any such certificate outstanding, and
(c) is not engaged and does not propose to engage in the business of investing,
reinvesting, owning, holding or trading in securities, and does not own or
propose to acquire investment securities (as defined in Section 3(a) of the
Investment Company Act of 1940, as amended) having a value exceeding 40 percent
of the value of each of the Loan Parties' total assets (exclusive of government
securities and cash items) on an unconsolidated basis.

                  7. None of the Loan Parties owns or operates facilities used
for the generation, transmission or distribution of electric energy for sale
("electric utility facilities").

                  8. None of the Loan Parties owns or operates facilities used
for the distribution at retail of natural or manufactured gas for heat, light or
power ("gas utility facilities").

                  9. None of the Loan Parties, directly or indirectly, or
through one or more intermediary companies, owns, controls or holds with power
to vote (a) 10% or more of the outstanding securities, such as notes, drafts,
stock, treasury stock, bonds, debentures, certificates of interest or
participation in any profit-sharing agreements or in oil, gas, other mineral
royalties or leases, collateral-trust certificates, preorganization certificates
or subscriptions, transferable shares, investment contracts, voting-trust
certificates, certificates of deposit for a security, receiver's or trustee's
certificates or instruments commonly known as a "security" (including
certificates of interest or participation in, temporary or interim certificates
for, receipt for, guaranty of, assumption of liability on or warrants or right
to subscribe to or purchase any of the foregoing) presently entitling it to vote
in the direction or


                                       A-2

<PAGE>



management of, or any such instrument issued under or pursuant to any trust,
agreement or arrangement whereby a trustee or trustees or agent or agents for
the owner or holder of such instrument is presently entitled to vote in the
direction or management of, any corporation, partnership, association,
joint-stock company, joint venture or trust that owns or operates any electric
utility facilities or gas utility facilities or (b) any other interest, directly
or indirectly, or through one or more intermediary entities, in (i) any
corporation, partnership association, joint-stock company, joint venture or
trust that owns or operates any electric utility facilities or gas utility
facilities or (ii) any of the foregoing types of entities which have received
notice of the sort described in Paragraph 10 below.

                  10. None of the Loan Parties has received notice that the
Securities and Exchange Commission has determined, or may determine, that any
Loan Party exercises a controlling influence over the management or direction of
the policies of a gas utility company or any electric utility company as to make
it subject to the obligations, duties and liabilities imposed upon holding
companies by the Public Utility Holding Company Act of 1935, as amended.

                  11. After giving effect to each of the Transactions (as
defined in the Amended Credit Agreement) and the Borrowing of the Southwest Term
Loan (as defined in the Amended Credit Agreement), each of the Loan Parties will
be in pro forma compliance with all covenants, restrictions or provisions in the
Applicable Contracts with respect to financial ratios or tests or any aspect of
the financial condition or results of operations of each of the Loan Parties.


                                       A-3

<PAGE>



                 IN WITNESS WHEREOF I have executed this certificate this __ day
of March, 2001.




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



                                       A-4

<PAGE>



                          Schedule 1: Applicable Orders


                                      None.









                                       A-5

<PAGE>

                        Schedule 2: Applicable Contracts

                  11. Sprint PCS Management Agreement (Wisconsin), dated as of
December 6, 1999 by and between Sprint Spectrum, LP, WirelessCo, LP and Alamosa
Wisconsin Limited Partnership.

                  12.  Addendum I to Sprint PCS Management Agreement Wisconsin
dated December 6, 1999, among Sprint Spectrum, LP,  WirelessCo., LP and Alamosa
Wisconsin Limited Partnership.

                  13. Addendum II to Sprint PCS Management Agreement Wisconsin
dated February 3, 2000, and effective February 8, 2000, among Sprint Spectrum,
LP, WirelessCo., LP and Alamosa Wisconsin Limited Partnership.

                  14.  Addendum III to Sprint PCS Management Agreement Wisconsin
dated April 25, 2000, among Sprint Spectrum, LP, WirelessCo., LP and Alamosa
Wisconsin Limited Partnership.

                  15.  Addendum IV to Sprint PCS Management Agreement Wisconsin
dated June 23, 2000, among Sprint Spectrum, LP, WirelessCo., LP and Alamosa
Wisconsin Limited Partnership.

                  16.  Addendum V to Sprint PCS Management Agreement Wisconsin
dated February 14, 2001, among Sprint Spectrum, LP, WirelessCo., LP and Alamosa
Wisconsin Limited Partnership.

                  17.  Addendum VI to Sprint PCS Management Agreement Wisconsin
dated March __, 2001, among Sprint Spectrum, LP and WirelessCo., LP and
Alamosa Wisconsin Limited Partnership.

                  18. Sprint PCS Services Agreement (Wisconsin), dated as of
December 6, 1999, by and between Sprint Spectrum, LP and Alamosa Wisconsin
Limited Partnership.

                  19. Sprint PCS Services Agreement, dated as of December 23,
1999, by and between Sprint Spectrum, LP and Alamosa PCS, LLC.

                  20. Sprint PCS Management Agreement, dated as of December 23,
1999, by and between Sprint Spectrum, LP, WirelessCo, LP, Cox Communications
PCS, L.P., Cox CPS License, LLC, SprintCom, Inc. and Alamosa PCS, LLC.



                                       A-6

<PAGE>



                  21. Addendum I to Sprint PCS Management Agreement dated
December 23, 1999, among Sprint Spectrum, LP, WirelessCo, LP, Cox Communications
PCS, LP, Cox CSP License, LLC, SprintCom, Inc. and Alamosa PCS, LLC.

                  22. Addendum II to Sprint PCS Management Agreement dated
February 3, 2000, and effective February 8, 2000, among Sprint Spectrum, LP,
WirelessCo, LP, Cox Communications PCS, LP, Cox CSP License, LLC, SprintCom,
Inc. and Alamosa PCS, LLC.

                  23. Addendum III to Sprint PCS Management Agreement dated
April 25, 2000, among Sprint Spectrum, LP, WirelessCo, LP, Cox Communications
PCS, LP, Cox CSP License, LLC, SprintCom, Inc. and Alamosa PCS, LLC.

                  24. Addendum IV to Sprint PCS Management Agreement dated June
23, 2000, among Sprint Spectrum, LP, WirelessCo, LP, Cox Communications PCS, LP,
Cox CSP License, LLC, SprintCom, Inc. and Alamosa PCS, LLC.

                  25. Addendum V to Sprint PCS Management Agreement dated
January 2001, among Sprint Spectrum, LP, WirelessCo, LP, Cox Communications PCS,
LP, Cox CSP License, LLC, SprintCom, Inc. and Alamosa PCS, LLC.

                  26. Addendum VI to Sprint PCS Management Agreement dated
February 14, 2001, among Sprint Spectrum, LP, WirelessCo, LP, Cox Communications
PCS, LP, Cox CSP License, LLC, SprintCom, Inc. and Alamosa PCS, LLC.

                  27. Addendum VII to Sprint PCS Management Agreement dated
March __, 2001, among Sprint Spectrum, LP, WirelessCo, LP, Cox Communications
PCS, LP, Cox CSP License, LLC, SprintCom, Inc. and Alamosa PCS, LLC.

                  28. Sprint Trademark and Service Mark License Agreement
(Wisconsin), dated as of December 6, 1999, by and between Sprint Communications
Company, LP and Alamosa Wisconsin Limited Partnership.

                  29. Sprint Trademark and Service Mark License Agreement, dated
as of December 23, 1999 by and between Sprint Communications Company, LP and
Alamosa PCS, LLC.



                                       A-7

<PAGE>



                  30. Sprint Spectrum Trademark and Service Mark License
Agreement (Wisconsin), dated as of December 6, 1999, by and between Sprint
Spectrum, LP and Alamosa Wisconsin Limited Partnership.

                  31. Sprint Spectrum Trademark and Service Mark Agreement,
dated as of December 23, 1999, by and between Sprint Spectrum, LP and Alamosa
PCS, LLC.

                  32. Indenture, dated as of January 31, 2001, among Alamosa
(Delaware), Inc., certain subsidiaries of Alamosa (Delaware), Inc. and Wells
Fargo Bank Minnesota, N.A., as trustee.

                  33. First Supplemental Indenture, dated as of February 14,
2001, among Alamosa (Delaware), Inc. , certain subsidiaries of Alamosa
(Delaware), Inc. and Wells Fargo Bank Minnesota, N.A. as trustee.

                  34. Second Supplemental Indenture, dated as of March __, 2001,
among Alamosa (Delaware), Inc., certain subsidiaries of Alamosa (Delaware), Inc.
and Wells Fargo Bank Minnesota, N.A. as trustee.

                  35. Purchase Agreement dated January 24, 2001, by and among
Alamosa (Delaware), Inc. and Salomon Smith Barney Inc., TD Securities (USA)
Inc., Credit Suisse First Boston Corporation, First Union Securities, Inc.,
Lehman Brothers Inc., Scotia Capital (USA), Inc. and Scotia Capital (USA), Inc.

                  36. Security Agreement dated as of January 31, 2001, among
Alamosa (Delaware), Inc., Wells Fargo Bank Minnesota, N.A. ("Wells Fargo") as
security agent, and Wells Fargo, as collateral agent.

                  37. Indenture, dated as of February 8, 2000, among Alamosa
(Delaware), Inc., certain subsidiaries of Alamosa (Delaware), Inc. and Wells
Fargo Bank Minnesota, N.A., as trustee.

                  38. First Supplemental Indenture, dated as of January 31,
2001, among Alamosa (Delaware), Inc., certain subsidiaries of Alamosa
(Delaware), Inc. and Wells Fargo Bank Minnesota, N.A. as trustee.

                  39. Second Supplemental Indenture, dated as of February 14,
2001, among Alamosa (Delaware), Inc., certain subsidiaries of Alamosa
(Delaware), Inc. and Wells Fargo Bank Minnesota, N.A. as trustee.



                                       A-8

<PAGE>



                  40. Third Supplemental Indenture, dated as of March ___, 2001,
among Alamosa (Delaware), Inc., certain subsidiaries of Alamosa (Delaware), Inc.
and Wells Fargo Bank Minnesota, N.A. as trustee.

                  41. CDMA 1900 SprintCom Additional Affiliate Agreement, dated
December 21, 1998, between Alamosa PCS LLC and Northern Telecom Inc.

                  42. Amendment No. 1 to DMS-MTX Cellular Supply Agreement,
effective January 12, 1999, between Alamosa PCS LLC and Northern Telecom Inc.

                  43. Amendment No. 2 to DMS-MTX Cellular Supply Agreement,
effective March 1, 1999, between Alamosa PCS LLC and Northern Telecom Inc.

                  44. Amendment No. 3 to DMS-MTX Cellular Supply Agreement
effective August 11, 1999, between Alamosa PCS LLC and Nortel Networks Inc.

                  45. Amendment No. 4 to DMS-MTX Cellular Supply Agreement
effective February 8, 2000, between Alamosa PCS LLC and Nortel Networks Inc.,
successor to Northern Telecom, Inc.

                  46. Engineering Service Contract System Design and
Construction Inspection Agreement, dated July 27, 1998, by and between Alamosa
PCS LLC and Hicks & Ragland Engineering Co., Inc.

                  47. Addendum I to Engineering Service Contract System Design
and Construction Inspection, dated July 27, 1998, by and between Alamosa PCS LLC
and Hicks & Ragland Engineering Co., Inc.

                  48. Amendment to Engineering Service Contract System Design
and Construction Inspection, dated September 1, 1999, by and between Alamosa PCS
LLC and Hicks and Ragland Engineering Co., Inc.

                  49. Master Site Development and Lease Agreement, effective
August 1998, between Alamosa PCS LLC and Specialty Capital Services, Inc.

                  50. Addendum I to Master Site Development and Lease Agreement,
dated August 20, 1998, by and between Alamosa PCS LLC and Specialty Capital
Services, Inc.



                                       A-9

<PAGE>



                  51. Amended and Restated Master Design Build Agreement, dated
March 21, 2000, by and between Texas Telecommunications, L.P. and Alamosa
Wisconsin Limited Partnership and SBA Towers, Inc.

                  52. Sprint PCS Management Agreement dated June 8, 1998,
between Sprint Spectrum L.P., SprintCom, Inc. and Roberts Wireless
Communications, LLC.

                  53. Addendum I to Sprint PCS Management Agreement dated June
8, 1998, among Sprint Spectrum, L.P., SprintCom, Inc. and Roberts Wireless
Communications LLC.

                  54. Addendum II to Sprint PCS Management Agreement dated
October 6, 1998, among Sprint Spectrum, L.P., SprintCom, Inc. and Roberts
Wireless Communications LLC.

                  55. Addendum III to Sprint PCS Management Agreement dated
January 21, 1999, among Sprint Spectrum, L.P., SprintCom, Inc. and Roberts
Wireless Communications LLC.

                  56. Addendum IV to Sprint Management Agreement dated September
8, 1999, among Sprint Spectrum, L.P., SprintCom, Inc. and Roberts Wireless
Communications LLC

                  57. Addendum V to Sprint PCS Management Agreement dated
February 22, 2000, among Sprint Spectrum, L.P., SprintCom, Inc. and Roberts
Wireless Communications LLC.

                  58. Addendum VI to Sprint PCS Management Agreement dated May
5, 2000, among Sprint Spectrum, L.P., SprintCom, Inc. and Roberts Wireless
Communications, LLC.

                  59. Addendum VII to Sprint PCS Management Agreement dated July
27, 2000, among Sprint Spectrum, L.P., SprintCom, Inc. and Roberts Wireless
Communications, LLC.

                  60. Addendum VIII to Sprint PCS Management Agreement dated
February 14, 2001, among Sprint Spectrum, LP, SprintCom, Inc. and Roberts
Wireless Communications, LLC.



                                      A-10

<PAGE>



                  61. Addendum IX to Sprint PCS Management Agreement dated March
____, 2001, among Sprint Spectrum, LP, SprintCom, Inc. and Roberts Wireless
Communications, LLC.

                  62. Sprint Spectrum Trademark and Service Mark License
Agreement dated June 8, 1998 between Sprint Spectrum LP and Roberts Wireless
Communications, LLC.

                  63. Sprint Trademark and Service Mark License Agreement dated
June 8, 1998, between Sprint Communications Company, LP and Roberts Wireless
Communications, LLC.

                  64. Sprint Services Agreement dated June 8, 1998, between
Sprint Spectrum LP and Roberts Wireless Communications, LLC.

                  65. Sprint PCS Management Agreement dated January 25, 1999
between Wirelessco, LP, Sprint Spectrum LP and Washington Oregon Wireless, LLC.

                  66. Addendum I to Sprint PCS Management Agreement dated
January 25, 1999, among WirelessCo, LP, Sprint Spectrum LP and Washington Oregon
Wireless, LLC.

                  67. Addendum II to Sprint PCS Management Agreement dated April
12, 2000, among WirelessCo, LP, Sprint Spectrum LP and Washington Oregon
Wireless, LLC.

                  68. Addendum III to Sprint PCS Management Agreement dated
February 14, 2001, between WirelessCo, LP, Sprint Spectrum LP and Washington
Oregon Wireless, LLC.

                  69. Addendum IV to Sprint PCS Management Agreement dated March
___, 2001, between WirelessCo, LP, Sprint Spectrum LP and Washington Oregon
Wireless, LLC.

                  70. Sprint PCS Services Agreement dated January 25, 1999,
between Sprint Spectrum LP and Washington Oregon Wireless, LLC.

                  71. Sprint Spectrum Trademark and Service Mark License
Agreement dated January 25, 1999, between Sprint Spectrum LP and Washington
Oregon Wireless, LLC.


                                      A-11

<PAGE>


                  72. Sprint Trademark and Service Mark License Agreement dated
January 25, 1999, between Sprint Communications Company, LP and Washington
Oregon Wireless, LLC.

                  73. Sprint Management Agreement by and among Sprint Spectrum,
L.P., SprintCom, Inc. and Southwest PCS, dated July 10, 1998.

                  74. Master Sublease Agreement, dated March 30, 200, among
Sprint Spectrum, L.P., its subsidiary, Sprint Spectrum Realty Company, L.P. and
Southwest PCS, L.P.

                  75. Addendum I to Sprint PCS Management Agreement, dated July
10, 1998 with Southwest PCS, L.P.

                  76. Sprint PCS Consent and Agreement between Sprint Spectrum,
L.P., Sprint Communications Company, L.P., Wirelessco, L.P., Paribas, Southwest
PCS, L.P., Paribas Capital Funding, L.L.C. and Allied Capital Corporation, dated
April 30, 1999

                  77. Sprint Trademark and Service Mark License Agreement, dated
July 10, 1998, by and between Sprint Communications Company, L.P. and Southwest
PCS, L.P.

                  78. Sprint Spectrum Trademark and Service Mark Agreement,
dated July 10, 1998, by and between Sprint Communications Company, L.P. and
Southwest PCS, L.P.

                  79. Sprint Spectrum Trademark and Service Mark License
Agreement, dated July 10, 1998, by and between Sprint Spectrum L.P. and
Southwest PCS, L.P.

                  80. CDMA 1900 SprintCom Additional Affiliate Agreement, dated
July 30, 1998, by and between Southwest PCS and Northern Telecom Inc.
("Additional Affiliate Agreement")

                  81. Lease Agreement, dated November 1, 1998, between Southwest
PCS, LP and Indian Nations Fiber Optics, Inc., Master Servicing Agreement dated
June 1, 2000 between Chickasaw Holding Company and Southwest PCS, Inc.

                  82. Master Lease Agreement, dated December 31, 1998, between
General Electric Capital Corporation, as lessor, and Chickasaw Holding Company,
as


                                      A-12

<PAGE>


Lessee; Sublease to be dated as of March 30, 2001, between Chickasaw Holding
Company, as Sublessor and Southwest PCS, Inc. as Sublessee.

                  83. Amendment to Master Lease Agreement, dated December 31,
1998, between General Electric Capital Corporation, as lessor, and Chickasaw
Holding Company, as Lessee.











                                      A-13


<PAGE>

                       FORM OF OPINION OF SPRINT'S COUNSEL           EXHIBIT B-2

                             [Letterhead of Sprint]




                                                              March 30, 2001



Export Development Corporation,
         as co-documentation agent,
First Union National Bank,
         as documentation agent,
Toronto Dominion (Texas), Inc.,
         as syndication agent,
Citicorp USA, Inc.,
         as administrative agent and collateral agent, and the Lenders under
that certain Amended and Restated Credit Agreement, dated as of February 14,
2001, as amended and restated as of the date hereof, by and among each of the
above-listed entities, Amamosa Holdings, Inc., Alamosa (Delaware), Inc., Alamosa
Holdings, LLC, and the lenders from time to time party thereto

Ladies and Gentlemen:

                  This opinion is delivered pursuant to Section 4.01(b) of that
certain Amended and Restated Credit Agreement, dated as of February 14, 2001, as
amended and restated as of March 30, 2001 (the "Credit Agreement"), among
Alamosa Holdings, Inc., Alamosa (Delaware), Inc., Alamosa Holdings, LLC, and the
lenders from time to time party thereto, Export Development Corporation, as
co-documentation agent, First Union National Bank, as documentation agent,
Toronto Dominion (Texas), Inc., as syndication agent, and Citicorp USA, Inc., as
administrative agent and collateral agent.

                  As Senior Vice President, Federal External Affairs, of Sprint
Corporation, I am generally familiar with the laws, rules and regulations
relating to the ownership of the licenses listed on Exhibit A attached to this
letter that were issued by the Federal Communications Commission (the "FCC") to
WirelessCo, L.P., SprintCom, Inc. and Cox PCS License, LLC (the "Licenses").

                  I, or attorneys on my staff, have examined the Licenses and
other documents and have made such other investigations as I have deemed
relevant and necessary


<PAGE>


in connection with the opinions expressed in this letter. As to questions of
fact material to these opinions, I have relied upon certain documents issued by
the FCC and public officials.

                  In rendering the opinions set forth below, I have assumed the
genuineness of all signatures, the legal capacity of natural persons, the
authenticity of all documents submitted to me as originals, the conformity to
original documents of all documents sub mitted to me as certified or photostatic
copies, and the authenticity of the originals of such latter documents.

                  Based upon and subject to the foregoing, the subject to
qualifications and limitations set forth in this opinion letter, I am of the
opinion that, as of the date of this letter:

                           (i) Each of WirelessCo, L.P., SprintCom, Inc. and Cox
         PCS License, LLC holds and has the right to use the Licenses set forth
         below its name on Exhibit A. Each of the Licenses is in full force and
         effect, and Sprint Corpora tion is in compliance in all material
         respects with the terms and requirements thereof and the Communications
         Act of 1934, as amended.

                           (ii) There are no material proceedings threatened,
         pending or con templated before the FCC against or involving the
         Licenses.

                           (iii) No event has occurred as of the date hereof
         that permits, or with the notice or lapse of time or both would permit,
         the suspension, revocation or termination of any of the Licenses.

                  This opinion letter is rendered to you in connection with the
above- described transaction. It may not be relied upon by you for any other
purpose, or relied upon by any other person or entity, other than the addresses
hereto and their successors, assigns and participants under the Credit
Agreement, without my prior written consent.

                                                     Very truly yours,



                                                     Vonya B. McCann


<PAGE>


                                                                       EXHIBIT A




WirelessCo, L.P.-Owned Licenses
-------------------------------

MTA007            Dallas-Ft. Worth, TX
MTA012            Minneapolis-St. Paul, MN
MTA019            St. Louis, MO
MTA020            Milwaukee, WI
MTA022            Denver, CO
MTA024            Seattle, WA (excluding Alaska)
MTA027            Phoenix, AZ
MTA030            Portland, OR
MTA033            San Antonio, TX
MTA034            Kansas City, MO
MTA040            Little Rock, AR
MTA041            Oklahoma City, OK
MTA042            Spokane, WA -- Billings, MT
MTA046            Wichita, KS
MTA048            Tulsa, OK


SpintCom, Inc.-Owned Licenses
-----------------------------

BTA008            Albuquerque, NM
BTA068            Carlsbad, NM
BTA128            El Paso, TX
BTA139            Farmington, NM -- Durango, CO
BTA162            Gallup, NM
BTA244            Las Cruces, NM
BTA386            Roswell, NM
BTA407            Santa Fe, NM


Cox PCS License, LLC-Owned Licenses
-----------------------------------

MTA 002           Los Angeles-San Diego, CA

<PAGE>

                       FORM OF OPINION OF SPRINT'S COUNSEL           EXHIBIT B-3

                        [Letterhead of Bassett Law Firm]




                                                              March 30, 2001


Addresses:      Citicorp USA, Inc., as Administrative Agent and each of the
                Lenders Party to the Amended and restated Credit Agreement,
                dated as of March 30, 2001, by and among Alamosa Holdings, Inc.
                ("Superholdings"), Alamosa (Delaware), Inc. ("Alamosa
                Delaware"), Alamosa Holdings, LLC (the "Borrower"), Citicorp
                USA, Inc. ("Citicorp"), as the Administrative Agent and the
                Collateral Agent, Export Development Corporation, as
                Co-Documentation Agent, First Union National Bank, as
                Documentation Agent, Toronto Dominion (Texas), Inc., as
                Syndication Agent and the lenders named therein (the "Amended
                Credit Agreement").


         We have acted as local counsel to Southwest PCS, LP and Southwest PCS
Properties, LLC (the "Companies") in connection with the Amended Credit
Agreement.

         In connection with this opinion, we have examined originals or copies,
certified or otherwise identified to our satisfaction, of the following
documents (the "Loan Documents"):

         (a)    the Amended and Restated Security Agreement dated as of the date
                hereof, among each of Alamosa Delaware, the Borrower, each of
                the subsidiaries, of Alamosa Delaware, the lenders from time to
                time thereto and Citicorp, as Collateral Agent; and

         (b)    unfiled, but signed copies of financing statements naming each
                of the Companies, as debtor, and "Citicorp USA, Inc.,
                collateral agent," as secured party (the "Financing
                Statements").

         The Financing Statements are in appropriate form for filing in the
office of the Secretary of State, Attn.: UCC, State Capital, Little Rock,
Arkansas 72201 (the "Filing Office"). With respect to that portion of the
collateral as to which the filing of a financial statement is permissible method
of perfection (the "UCC Filing Collateral"), the security interest in favor of
the Collateral Agent for the benefit of the Secured Parties in that


<PAGE>


portion of the UCC Filing Collateral which is described in the Financing
Statements will be perfected upon filing of the Financing Statements in the
Filing Office.

         We are admitted to the practice in the State of Arkansas. We express no
opinion as to the matters under or involving the laws of any jurisdiction other
than the laws of the State of Arkansas.

         This opinion may be relied upon by each of you, by any successors and
assigns of the Administrative Agent, the Collateral Agent, the Co-Documentation
Agent, the Documentation Agent, the Syndication Agent and any participant,
assignee or successor to the interests of the Lenders under the Loan Documents.



                                              Respectfully yours,

                                              BASSETT LAW FIRM


                                              Tod C. Bassett


TCB:ht

<PAGE>

                        FORM OF OPINION OF LOCAL COUNSEL             EXHIBIT B-3

                      [Letterhead of Axley Brynelson, LLP]


March 30, 2001

Citicorp USA, Inc., as Administrative Agent and Collateral Agent, each of the
Lenders party to the Amended and Restated Credit Agreement, dated as of March
30, 2001, by and among Alamosa Holdings,Inc. ("SUPERHOLDINGS"), Alamosa
(Delaware), Inc. ("ALAMOSA DELAWARE"), Alamosa Holdings, LLC (the "BORROWER"),
Export Development Corporation, as co-documentation agent, First Union National
Bank, as documentation agent, Toronto Dominion (Texas), Inc., as syndication
agent and Citicorp USA, Inc., ("CITICORP"), as the Administrative Agent, the
lenders named therein and certain other agents named therein.

Re:      Alamosa Wisconsin GP, LLC
         Alamosa Wisconsin Limited Partnership
         Alamosa (Wisconsin) Properties, LLC
         Opinion of Counsel

Ladies and Gentlemen:

We have acted as special Wisconsin local counsel to Alamosa Wisconsin Limited
Partnership, a Wisconsin limited partnership ("ALAMOSA WISCONSIN LP"), Alamosa
Wisconsin GP, LLC, a Wisconsin limited liability company, ("ALAMOSA WISCONSIN
LLC") and Alamosa (Wisconsin) Properties, LLC, a Wisconsin limited liability
company ("ALAMOSA PROPERTIES") (COLLECTIVELY REFERRED TO HEREIN AS THE
"COMPANIES") in connection with the Amended and Restated Credit Agreement dated
March 30,2001, (THE "CREDIT AGREEMENT"), among Superholdings, Alamosa
(Delaware), the Borrower, Citicorp as Administrative Agent and Collateral Agent,
and the lenders named therein.

In connection with this opinion, we have examined originals or copies, certified
or otherwise identified to our satisfaction, of the following documents:

         (a)  the Credit Agreement;


<PAGE>



         (b) the Amended and Restated Guarantee Agreement dated March 30,2001,
among each of Superholdings, Alamosa PCS Holdings, Inc. ("APCS"), Alamosa
Delaware, each of the subsidiaries of Alamosa Delaware and the Collateral Agent
(THE "GUARANTEE AGREEMENT");

         (c) the Amended and Restated Indemnity, Subrogation and Contribution
Agree ment dated March 30, 2001, among each of Superholdings, APCS, Alamosa
Delaware, the Borrower, each of the subsidiaries of Alamosa Delaware, the
lenders from time to time thereto and Citicorp, as Collateral Agent (the
"INDEMNITY AGREEMENT");

         (d) the Amended and Restated Pledge Agreement dated March30, 2001,
among each of Alamosa Delaware, the Borrower and each of the subsidiaries of
Alamosa Delaware in favor of the Collateral Agent for the benefit of the Secured
Parties (as defined therein) (the "PLEDGE AGREEMENT");

         (e) the Amended and Restated Security Agreement dated March 30,2001,
among each of Alamosa Delaware, the Borrower and each of the subsidiaries of
Alamosa Delaware (THE "SECURITY AGREEMENT"); the Credit Agreement, Guarantee
Agreement, Indemnity Agreement, Pledge Agreement and Security Agreement are
hereinafter referred to as the "LOAN DOCUMENTS";

         (f) the Operating Agreement of Alamosa Wisconsin LLC, dated November
19, 1999, and First Amendment to Operating Agreement dated February 4, 2000, as
further amended by Amendment dated February 14, 2001, and the Operating
Agreement of Alamosa Properties dated February 14, 2001 (COLLECTIVELY, THE
"OPERATING AGREE MENTS");

         (g) the Agreement of Limited Partnership of Alamosa Wisconsin LP dated
November 19, 1999, and the Amended and Restated Agreement of Limited Partnership
of Alamosa Wisconsin LP dated March 7, 2000, (THE "LIMITED PARTNERSHIP
AGREEMENT");

         (h) a Certificate of Status dated March 29, 2001, from the Wisconsin
Department of Financial Institutions as to the status of Alamosa Wisconsin LLC,
in the State of Wisconsin, and a Certificate of Status dated March 29, 2001,
from the Wisconsin Department of Financial Institutions as to the status of
Alamosa Properties in the State of Wisconsin (COLLECTIVELY THE "LLC
CERTIFICATES");

         (i) a Certificate of Status dated March 29, 2001, from the Wisconsin
Department of Financial Institutions as to the status of Alamosa Wisconsin LP in
the State of Wiscon sin (THE "LP CERTIFICATE");

         (j) the Articles of Organization of Alamosa Wisconsin LLC, dated
November 18, 1999, and filed with the Wisconsin Department of Financial
Institutions on November 22,


<PAGE>

1999, and the Articles of Amendment of Alamosa Wisconsin LLC, dated September 6,
2000, and filed with the Wisconsin Department of Financial Institutions on
December 1, 2000, all as certified by the Wisconsin Department of Financial
Institutions on March 29, 2001, and the Articles of Organization of Alamosa
Properties dated February 8, 2001, and filed with the Wisconsin Department of
Financial Institutions on February 12, 2001, as certified by the Wisconsin
Department of Financial Institutions on March 29, 2001, (COLLECTIVELY, THE
"ARTICLES OF ORGANIZATION");

         (k) the Certificate of Domestic Limited Partnership of Alamosa
Wisconsin LP dated November18, 1999, and filed with the Wisconsin Department of
Financial Institu tions on November 22, 1999, and Certificate of
Amendment-Domestic Limited Partner ship of Alamosa Wisconsin LP dated September
6, 2000, and filed with the Wisconsin Department of Financial Institutions on
September 15, 2000, all as certified by the Wisconsin Department of Financial
Institutions on March 29, 2001 (COLLECTIVELY, THE "CERTIFICATE OF LIMITED
PARTNERSHIP");

         (l)  the Resolutions of each of the Companies dated March 30,2001, (THE
"CONSENT RESOLUTIONS"); and

         (m) the Secretary's Certificate of each of the Companies dated March
30, 2001 (THE "SECRETARY'S CERTIFICATES").

                        SCOPE OF EXAMINATION AND GENERAL
                         ASSUMPTIONS AND QUALIFICATI0NS

We have been furnished and have examined copies, certified or otherwise
identified to our satisfaction, of all such records of the Companies, agreements
and other instruments, certificates of officers and representatives of the
Companies, certificates of public officials, and other documents, all as we have
deemed necessary or desirable as a basis for the opinions hereinafter expressed.

In making these examinations, we have assumed, with your consent (a) the
genuineness of all signatures, (b) the conformity to original documents of all
documents submitted to us as certified, electronically transmitted copies or
photostatic copies, (c) the authenticity of the originals of the documents
referred to in the immediately preceding clause (b), and (d) to the extent
relevant to our opinions expressed herein, the correctness and accuracy of all
facts set forth in all certificates and reports identified in this opinion.

Except as set forth herein, we have not undertaken any investigation to
determine the existence of any facts, and no inference as to our knowledge
thereof shall be drawn from the fact of our representation of any part or
otherwise.


<PAGE>

                   SPECIFIC LIMITATIONS AND QUALIFICATIONS ON
                    OPINION REGARDING CHOICE OF NEW YORK LAW

The Loan Documents provide that the laws of the State of New York shall govern
the interpretation and enforceability thereof. In general, Wisconsin law permits
parties to a contract to agree that the law of a particular jurisdiction will
control their contractual relationship. However, Wisconsin courts have held that
parties cannot by contract override fundamental public policies of a state whose
law would be applicable if the parties' choice of law provision were
disregarded. We have not evaluated and have not reached any conclusion about
whether the transaction governed by the Loan Documents or any part thereof would
override fundamental public policies. Therefore, we express no opinion on the
enforceability of the provisions of the Loan Documents that select the laws of
the State of New York which may be held to violate fundamental public policies.

We note that the determination of applicable law as to specific issues may vary
from the choice of law expressed in the Loan Documents, where another statute of
the State of Wisconsin or a statute of the United States provides that such
issue is governed by the law of a particular jurisdiction. For example,
notwithstanding the choice of law con tained in the Loan Documents, certain
matters pertaining to the power and authority of corporations will be governed
by the law of the jurisdiction of incorporation of each such corporation, and
the perfection (and effects of perfection) of a security interest in certain
personal property collateral located in the State of Wisconsin will be governed
by the Wisconsin Uniform Commercial Code.


                                    OPINIONS

Based on the foregoing, and subject to the qualifications set forth below, we
are of the opinion that:

         1. Each of the Companies is duly organized and validly existing under
the laws of the State of Wisconsin. The opinion set forth in this paragraph 1
with respect to the valid existence of each of the Companies is based solely
upon the LLC Certificates and the LP Certificate, respectively.

         2. Each of the Companies has the limited liability company or
partnership power and authority to execute, deliver and perform all of its
respective obligations under each of the Loan Documents under the laws of the
State of Wisconsin.

         3. The execution and delivery of each of the Loan Documents and the
consumma tion by the Companies of the transactions contemplated thereby have
been duly autho rized by all requisite limited liability company or partnership
action on the part of the Companies under the laws of the State of Wisconsin.
None of the Companies, nor

<PAGE>


any of their respective property or assets, are entitled to immunity from suit
or enforcement of a judgment on the ground of sovereignty or otherwise in courts
of the State of Wisconsin in respect of proceedings against it in relation to
the Loan Documents and the execution of the Loan Documents, and performance of
their respective obligations under the Loan Documents constitute private and
commercial acts.

         4. The execution, delivery and performance by each of the Companies of
the Loan Documents and the performance by each of the Companies of its
respective obliga tions under each of the Loan Documents, each in accordance
with its terms, do not con flict with the Operating Agreements, the Articles of
Organization, the Limited Partnership Agreement or the Certificate of Limited
Partnership, as applicable.

         5. Neither the execution, delivery or performance by the Companies of
the Loan Documents nor the compliance by the Companies with the terms and
provisions thereof will contravene any provision of any applicable law of the
State of Wisconsin.

         6. No Wisconsin governmental approval, which has not been obtained or
taken and is not in full force and effect, is required to authorize, or is
required in connection with, the execution or delivery by or enforceability
against the Companies of any of the Loan Documents to which they are a party.


                                SCOPE OF OPINION

In addition to the qualifications, exceptions, limitations and assumptions
specified above, our opinions contained herein are limited exclusively to the
laws of the State of Wiscon sin (excluding principles of conflict of laws) and
the federal laws of the United States of America, and we express or imply no
opinion with respect to the laws of any other juris diction. We render no
opinion with respect to the financial status or ability of the Com panies to
meet their respective obligations under any of the documents referred to herein.
We also render no opinion with regards to the enforcement of the Loan Documents
under: (a) applicable bankruptcy, insolvency, reorganization, moratorium,
fraudulent transfer, the doctrine of equitable subordination and other similar
laws affecting the rights of creditors generally, and (b) the exercise of
judicial discretion in accordance with general principles of equity (whether
applied by a court of law or of equity), including without limitation, judicial
limitation of the remedy of recovery of attorneys' fees, commercial
reasonableness, unconscionability and specific performance.

Please be advised that this opinion letter is as of the date hereof and that
events and de velopments subsequent hereto (including changes in present law or
the interpretations of such laws) could cause the foregoing opinions, if given
then, to be changed or withdrawn. We disclaim any responsibility to advise you
of any such events or developments which hereafter may be brought to our
attention.


<PAGE>


This opinion (a) has been furnished to you at your request, and we consider it
to be a con fidential communication that may not be furnished, reproduced,
distributed or disclosed to anyone without our prior written consent, (b) is
rendered solely for your information and assistance in connection with the above
transaction, and may not be relied upon by any other person or for any other
purpose without our prior written consent, provided, however, that this opinion
may be furnished (i) to your counsel and to your permitted assignees and
participants as contemplated by the Loan Documents, and (ii) in connection with
enforcement of the Loan Documents and other valid legal process, (c) is rendered
as of the date hereof and we undertake no, and hereby disclaim any kind of
obligation to, advise you of any changes for any new developments that might
affect any matters or opinions set forth herein, and (d) is limited to the
matters stated herein, and no opinions are implied or may be inferred beyond the
matters expressly stated herein.


Very truly yours,



AXLEY BRYNELSON, LLP

<PAGE>

                         FORM OF OPINION OF LOCAL COUNSEL            EXHIBIT B-3

                          [Letterhead of Adams & Jones]



                                                              March 30, 2001


To:      Citicorp USA, Inc., as Administrative Agent and each of the Lenders
         party to the Amended and restated Credit Agreement, dated as of March
         30, 2001, by and among Alamosa Holdings, Inc. ("Superholdings"),
         Alamosa (Delaware), Inc. ("Alamosa Delaware"), Alamosa Holdings, LLC
         (the "Borrower"), Citicorp USA, Inc. ("Citicorp"), as the
         Administrative Agent and the Collateral Agent, Export Development
         Corporation, as Co-Documentation Agent, First Union National Bank, as
         Documentation Agent, Toronto Dominion (Texas), Inc., as Syndication
         Agent and the lenders named therein (the "Amended Credit Agreement").


         We have acted as local counsel to Southwest PCS, L.P. and Southwest PCS
Properties, LLC (the "Companies") in connection with the Amended Credit
Agreement.

         In connection with this opinion, we have examined originals or copies,
certified or otherwise identified to our satisfaction, of the following
documents (the "Loan Documents"):

                i.    the Amended and Restated Security Agreement, dated as of
                      the date hereof, among each of Alamosa Delaware, the
                      Borrower, each of the subsidiaries, of Alamosa Delaware,
                      the lenders from time to time thereto and Citicorp, as
                      Collateral Agent; and

                ii.   unfiled, but signed copies of financing statements naming
                      each of the Companies, as debtor, and "Citicorp USA, Inc.,
                      as collateral agent," as secured party (the "Financing
                      Statements").

         1. The Financing Statements are in appropriate form for filing in the
office of the Secretary of State of the State of Kansas (the "Filing Office").
With respect to that portion of the collateral as to which the filing of a
financial statement is a permissible method of perfection (the "UCC Filing
Collateral"), the security interest in favor of the Collateral Agent for the
benefit of the Secured Parties in that portion of the UCC Filing Collateral
which is described in the Financing Statements will be perfected upon filing of
the Financing Statements in the Filing Office.


<PAGE>

         2. We are admitted to the practice in the State of Kansas. We express
no opinion:

         (a) as to matters under or involving the laws of any jurisdiction other
than the laws of the State of Kansas;

         (b) regarding the need for the issuance or approval of any licenses,
permits, filings, or other governmental action for the Borrower to operate its
business;

         (c) regarding the choice of law provisions in the Amended and Restated
Security Agreement;

         (d) as to the priority of the Amended and Restated Security Agreement
versus the rights of any other creditor or lender of Borrower;

         (e) regarding the enforceability of provisions waiving rights to a jury
trial;

         (f) in regard to the enforceability of those provisions in the Amended
and Restated Security Agreement that grant a power of attorney or allow for any
party to sign the name of another party to any document; nor with respect to:
(i) securities laws and regulations; (ii) tax laws and regulations; (iii)
criminal and civil forfeiture laws; and (iv) antitrust and unfair competition
laws and regulations.

         3. With your permission, the opinions expressed herein are based upon
the assumption that

         (a) value has been given in exchange for the security interests granted
by the Amended and Restated Security Agreement;

         (b) the Grantors have good and marketable title to all of the property
identified as collateral in the Amended and Restated Security Agreement. Nothing
contained herein shall be construed as a title opinion.

         4. The opinions expressed herein are expressly made subject to and
qualified by the following:

         (a) the enforceability of any rights or remedies in any agreement or
instruments may be limited by applicable bankruptcy, insolvency, reorganization
or similar laws affecting the rights of creditors generally;

         (b) the availability of specific performance, injunctive relief or any
other equita ble remedy is subject to the discretion of a court of competent
jurisdiction.


<PAGE>


         (c) the Kansas Uniform Commercial Code requires the filing of
continuation statements within the period of six months prior to the expiration
of five years from the date of the original filings (and every five years
thereafter) in order to maintain the effectiveness of the Financing Statements.
The Financing Statements must also be refiled if the debtor changes its name to
the extent that the Financing Statements become seriously misleading.

         (d) we have not examined any court, administrative, or other
governmental records pertaining to the parties to the agreements and this
opinion is subject to whatever such an examination would disclose.

         This opinion may be relied may be relied upon only by each of you, by
any successors and assigns of the Administrative Agent, the Collateral Agent,
the Co-Documentation Agent, the Documentation Agent, the Syndication Agent and
any participant, assignee or successor to the interests of the Lenders under the
Loan Documents.



                                                 Sincerely yours,

<PAGE>

                         FORM OF OPINION OF LOCAL COUNSEL            EXHIBIT B-3

                [Letterhead of CRENSHAW, DUPREE & MILMAN, L.L.P.]


                                 March 30, 2001


To:      Citicorp USA, Inc., as Administrative Agent and each of the Lenders
         party to the Amended and Restated Credit Agreement, dated as of
         February l4, 2001, as amended and restated as of March 30, 2001, by and
         among Alamosa Holdings, Inc. ("Superholdings"), Alamosa (Delaware),
         Inc. ("Alamosa Delaware"), Alamosa Holdings, LLC (the "Borrower"),
         Export Development Corporation, as Co-Documentation Agent, First Union
         National Bank, as Documentation Agent, Toronoto Dominion (Texas), Inc.,
         as Syndication Agent, Citicorp U.S.A., Inc. ("Citicorp"), as the
         administrative agent and the collateral agent (in such capacities, the
         "Administrative Agent" and the "Collateral Agent," respectively), the
         lenders named therein and certain other agents named therein (the
         "Credit Agreement").

Gentlemen:

         We have acted as local Texas counsel to Texas Telecommunications, LP, a
Texas limited partnership, and Alamosa Properties, LP, a Texas limited
partnership (collectively, the "Companies") in connection with the Credit
Agreement.

         In connection with this opinion, we have examined originals or copies,
certified or otherwise identified to our satisfaction, of the following
documents (the "Loan Documents"):

                  (1)   the Amended and Restated Credit Agreement, dated as of
                        February l4, 2001, as amended and restated as of March
                        30, 2001 (the "Credit Agreement");

                  (2)   the Amended and Restated Guarantee Agreement dated as of
                        February 14, 2001, as amended and restated as of March
                        30, 2001. among each of Superholdings, Alamosa PCS
                        Holdings, Inc. ("APCS"), Alamosa Delaware and each of
                        the subsidiaries of Alamosa Delaware in favor of the
                        Collateral Agent for the benefit of the Secured Parties;


<PAGE>

                  (3)   the Amended and Restated Security Agreement dated as of
                        February 14, 2001, as amended and restated as of March
                        30, 2001, among each of Alamosa Delaware, the Borrower
                        and each of the subsidiaries of Alamosa Delaware in
                        favor of the Collateral Agent for the benefit of the
                        Secured Parties; and

                  (4)   the Amended and Restated Pledge Agreement dated as of
                        February 14, 2001, as amended and restated as of March
                        30, 2001, among each of Alamosa Delaware, the Borrower
                        and each of the subsidiaries of Alamosa Delaware in
                        favor of the Collateral Agent for the benefit of the
                        Secured Parties.

                  (5)   the Amended and Restated Indemnity, Subrogation and
                        Contribution Agreement dated as of February 14, 2001, as
                        amended and restated as of March 30, 2001, among Alamosa
                        Holdings, Inc., Alamosa PCS Holdings, Inc., Alamosa
                        (Delaware), Inc., Alamosa Holdings, LLC, and each of the
                        subsidiaries of Alamosa Delaware as listed on Schedule 1
                        to said Agreement. and Citicorp, Inc. as Collateral
                        Agent for the benefit of the Secured Parties.

Capitalized terms used herein have the respective meanings set forth in the
Credit Agreement.

         We have been furnished and have examined copies, certified or otherwise
identified to our satisfaction, of all such records of the Companies, agreements
and other instruments, certificates of officers and representatives of the
Companies, certificates of public officials, and other documents, all as we have
deemed necessary or desirable as a basis for the opinions hereinafter expressed.

         In making these examinations, we have assumed, with your consent (a)
the genuineness of all signatures, (b)the conformity to original documents of
all documents submiited to us as certified, electronically transmitted copies or
photostatic copies, (c) the authenticity of the originals of the documents
referred to in the immediately preceding clause (b), and (d) to the extent
relevant to our opinions expressed herein, the correctness and accuracy of all
facts set forth in all certificates and reports identified in this opinion.

         Except as set forth herein, we have not undertaken any investigation to
determine the existence of any facts, and no inference as to our knowledge
thereof shall be drawn from the fact of our representation of any party or
otherwise.


<PAGE>



         The opinions expressed in this letter are subject to the following
qualifications:

         1. We are admitted to practice in the State of Texas. The opinions
expressed in this letter are limited to matters of Texas law. We express no
opinion as to matters under or involving the laws of any jurisdiction other than
the laws of the State of Texas.

         2. In connection with the opinions expressed below, the enforceability
of the Loan Documents is subject to (a) the effects of (i) applicable
bankruptcy, insolvency, reorganization, moratorium, rearrangement, liquidation,
conservatorship, or similar laws of general application now or hereafter in
effect relating to or affecting the rights of creditors generally, (ii) general
equity principles, and (iii) statutory provisions of the federal Bankruptcy Code
and the Uniform Fraudulent Transfer Act as adopted by the State of Texas (and
related court decisions) pertaining to the voidability of preferential or
fraudulent transfers, conveyances, and obligations, (b) the rights of the United
States under the Federal Tar Lien Act of 1966, as amended, (c) the application
of a standard of "good faith" such as that defined in Section 1.201(19) of the
Uniform Commercial Code as adopted in Texas (the "TEXAS UCC"), and (d) all
constitutional, legislative, judicial and administrative provisions, statutes,
decisions, rulings and other laws applicable to the Companies, in addition to
those described elsewhere in this opinion; provided, however, that any
limitations referred to in clauses (a)(ii), (c) and (d) imposed by such laws on
the enforceability of the Loan Documents will not prevent you from the ultimate
realization of the practical benefits of those documents, except for the
economic consequences of any judicial, administrative or other procedural delay
that may result from such laws.

         3. In rendering the opinions expressed below, we express no opinion as
to the enforceability of Loan Document provisions that: (a) purport to waive or
affect any rights to notices required by law or that may be required by Section
9.504 of the Texas UCC and that are not subject to waiver under Section 9.501 of
the Texas UCC; (b) purport to waive trial by jury; (c) state that Agent's
failure or delay in exercising rights, powers, privileges or remedies under the
Loan Documents shall not operate as a waiver thereof; (d) purport to indemnify
Agent and Lenders for Agent's or Lenders' violations of federal or state
securities laws or environmental laws; (e) purport to grant to Agent or any
Lender the right to offset special deposits of the Companies against any and all
obligations of the Companies to Agent or such Lender, as applicable; (f) purport
to establish or satisfy certain factual standards or conditions (e.g., standards
of "COMMERCIAL REASONABLENESS" or "REASONABLE CARE" under Article 9 of the Texas
UCC) in a manner not permitted by Section 9.501 of the Texas UCC; (g) purport to
sever unenforceable provisions from the Loan Documents, to the extent that the
enforcement of remaining provisions would frustrate the fundamental intent of
the parties to those documents; (h) provide that the Companies have waived
Agent's duties of reasonable care and disposition of Collateral that may be
imposed by Sections 9.207 and 9.504 of the Texas UCC; (i) restrict access to
legal or equitable remedies; or (j) purport to waive any claim of the Companies
against Agent or any Lender arising out of. or in any way related to, the Loan
Documents. We


<PAGE>

advise you that the inclusion of such provisions in the Loan Documents does not
render void or invalidate the obligations and liabilities of the Companies under
other provisions of those documents.

         4. We express no opinion as to: (a) whether a court would grant
specific performance or any other equitable remedy with respect to enforcement
of any provision contained in the Loan Documents; (b) the enforceability of any
provision in the Loan Documents that purports to appoint an agent for service of
process or establish or otherwise affect jurisdiction, venue, evidentiary
standards, limitation periods, or procedural rights in any suit or other
proceeding, or that purports to waive or otherwise restrict or deny access to
claims, causes of action, or remedies that may be asserted in any suit or other
proceeding; (c) the enforceability of any provision in the Loan Documents that
allows Agent to institute foreclosure proceedings, or to exercise any similar
right. without notice to the person or entity signatory thereto or bound
thereby; or (d) the enforceability of any provision contained in the Loan
Documents relating to the appointment of a receiver, to the extent that
appointment of a receiver is governed by applicable statutory requirements, and
to the extent that any such provision is not in compliance with those
requirements.

         5. We express no opinion as to the enforceability of exculpatory
provisions (or their corresponding indemnity provisions) contained in the Loan
Documents that purport to exculpate or indemnify Agent or any Lender for its own
tortious acts, or for the consequences of Agent's or any Lender's exceeding its
authority under the Loan Documents.

         6. We express no opinion on your ability to foreclose on, become the
owner of, or validly transfer or assume, all of the rights and duties of the
Companies as a party to any contract or agreement, or party to or beneficiary of
any permit or license, under which the Companies' rights, obligations, or duties
are not freely assignable or transferable.

         7. The Loan Documents provide that the laws of the State of New York
shall govern the interpretation and enforceability thereof. Section 35.5 1(c) of
the Texas Business and Commerce Code (the "Code") provides that if parties to a
"QUALIFIED TRANSACTION" agree in writing that the law of a particular
jurisdiction governs the interpretation or construction of an agreement relating
to the transaction or a provision of the agreement, then the law, other than
conflict of laws rules, of that jurisdiction governs that issue regardless of
whether the transaction bears a reasonable relation to that jurisdiction.
Section 35.51(b) of the Code also provides that if parties agree in writing that
the law of a particular jurisdiction governs an issue relating to a qualified
transaction (including the validity or enforceability of an agreement relating
to the transaction or a provision of the agreement) and the transaction bears a
"reasonable relation" to that jurisdiction, then the law, other than conflict of
laws rules, of that jurisdiction governs the issue regardless of whether the
application of that law is contrary to a fundamental or


<PAGE>



public policy of this state or of any other jurisdiction. A qualified
transaction includes a transaction under which a party lends, or is obligated to
lend, at least $1,000,000.00.

                  For purposes of the opinions expressed herein, we have not
evaluated and have not reached any conclusion about whether the transaction
governed by the Loan Documents bears a reasonable relation to the State of New
York. Therefore, we express no opinion on the enforceability of provisions of
the Loan Documents that select the laws of the State of New York to govern the
validity or enforceability (as opposed to the interpretation or construction)
of the Loan Documents.

                  We note that the determination of applicable law as to
specific issues may vary from the choice of law expressed in the Loan Documents,
where another statute of the State of Texas or a statute of the United States
provides that such issue is governed by the law of a particular jurisdiction.
For example, notwithstanding the choice of law contained in the Loan Documents,
certain matters pertaining to the power and authority of corporations will be
governed by the law of the jurisdiction of incorporation of each such
corporation, and the perfection (and effects of perfection) of a security
interest in certain personal property collateral located in the State of Texas
will be governed by the Texas UCC.

         Based on the foregoing and subject to the qualifications set forth
herein, we are of the opinion that:

         1. The Companies are duly organized, validly existing and in good
standing under the laws of the State of Texas.

         2. The Companies have the partnership power and authority to execute,
deliver and perform all of their obligations under each of the Loan Documents to
which they are a party under the laws of the State of Texas. The execution and
delivery of each of the Loan Documents and the consummation by the Companies of
the transactions contemplated thereby have been duly authorized by all requisite
partnership action on the part of the Companies under the laws of the State of
Texas. Neither the Companies, nor any of their properties or assets, are
entitled to immunity from suit or enforcement of a judgment on the ground of
sovereignty or otherwise in courts of the State of Texas in respect of
proceedings against it in relation to the Loan Documents and the execution of
the Loan Documents, and performance of its obligations under the Loan Documents
constitute private and commercial acts.

         3. The execution, delivery and performance by the Companies of each of
the Loan Documents and the performance by the Companies of its obligations under
each of the Loan Documents, each in accordance with its terms, do not conflict
with the Partnership Agreements of the Companies.


<PAGE>


         4. Neither the execution, delivery or performance by the Companies of
the Loan Documents to which they are a party nor the compliance by the Companies
with the terms and provisions thereof will contravene any provision of any
applicable law of the State of Texas.

         5. No Texas Governmental approval, which has not been obtained or taken
and is not in full force and effect, is required to authorize, or is required in
connection with, the execution or delivery by or enforceability against the
Companies or any of the Loan Documents to which they are a party.

         This opinion (a) has been furnished to you at your request, and we
consider it to be a confidential communication that may not be furnished,
reproduced. distributed or disclosed to anyone without our prior written
consent, (b) is rendered solely for your information and assistance in
connection with the above transaction, and may not be relied upon by any other
person or for any other purpose without our prior written consent, provided,
however, that this opinion may be furnished (i) to your counsel and to your
permitted assignees and participants as contemplated by the Loan Documents, and
(ii) in connection with enforcement of the Loan Documents and other valid legal
process, (c) is rendered as of the date hereof, and we undertake no, and hereby
disclaim any kind of obligation to, advise you of any changes for any new
developments that might affect any matters or opinions set forth herein, and (d)
is limited to the matters stated herein, and no opinions are implied or may be
inferred beyond the matters expressly stated herein.

         These opinions may be relied upon by each of you, by any successors and
assigns of the Administrative Agent, the Collateral Agent, the Co-Documentation
Agents, the Documentation Agent, the Syndication Agent and any participant,
assignee or successor to the interests of the Lenders under the Loan Documents.

                                               Very truly yours,

                                               CRENSHAW, DUPREE & MILAM, L.L.P.



                                               ATTORNEYS FOR TEXAS
                                               TELECOMMUNICATIONS, LP and
                                               ALAMOSA PROPERTIES, LP


cc: David Sharbutt, CEO and President
    Texas Telecommunications, LP
    5225 South Loop 289, Suite 120
    Lubbock, TX 79424

<PAGE>

                        FORM OF OPINION OF LOCAL COUNSEL             EXHIBIT B-3

               [Letterhead of DUNCAN, TIGER, TABOR & NIGEL, P.C.]


                                 March 30, 2001



Citicorp USA, Inc.
390 Greenwich Street
New York NY 10013

Addresses:     Citicorp USA, Inc., as Administrative Agent and each of the
               Lenders party to the Amended and Restated Credit Agreement, dated
               as of February 14, 2001, as amended and restated as of March 30,
               2001, by and among Alamosa Holdings, Inc. ("Superholdings"),
               Alamosa (Delaware), Inc. ("Alamosa Delaware"), Alamosa Holdings,
               LLC (the "Borrower"), Export Development Corporation, as
               Co-Documentation agent, First Union National Bank, as
               Documentation agent, Toronto Dominion (Texas), Inc., as
               Syndication Agent, and Citicorp U.S.A., Inc. ("Citicorp"), as the
               Administrative Agent and Collateral Agent, the lenders named
               therein and certain other agents named therein (the "Credit
               Agreement")

Dear Ladies and Gentlemen:

We have acted as local counsel to Washington Oregon Wireless LLC (the "Company")
in connection with the Credit Agreement.

In connection with this opinion, we have examined originals or copies, certified
or otherwise identified to our satisfaction, of the following documents (the
"Loan Documents"):

1.    the Credit Agreement;

2.    the Amended and Restated Guarantee Agreement dated as of February 14,
      2001, as amended and restated as of March 30, 2001, among each of
      Superholdings, Alamosa PCS Holdings, Inc. ("APCS"), Alamosa Delaware, each
      of the subsidiaries of Alamosa Delaware, and the Collateral Agent;

3.    the Amended and Restated Security Agreement dated as of February 14, 2001,
      as amended and restated as of March 30, 2001, among each of Alamosa
      Delaware, the


<PAGE>

      Borrower, and each of the subsidiaries of Alamosa Delaware, in favor of
      the Collateral Agent for the benefit of the Secured Parties; and

4.    the Amended and Restated Pledge Agreement dated as of February 14, 2001,
      as amended and restated as of March 30, 2001, among each of Alamosa
      Delaware, the Borrower, and each of the subsidiaries of Alamosa Delaware,
      in favor of the Collateral Agent for the benefit of the Secured Parties.

We have also examined (i) the Articles of Organization of the Company and its
minute and membership books and (ii) originals or copies of such other
documents, certificates and records, as we have deemed relevant and necessary as
the basis for the opinions hereinafter expressed.

We have assumed the genuineness of all signatures, the authenticity of
documents, certificates and records submitted to us as originals, the
conformity to the originals of all documents, certificates and records
submitted to us as certified or reproduction copies, the legal capacity of all
natural persons executing documents, certificates and records, and the
completeness and accuracy as of the date of this opinion letter of the
information contained in such documents, certificates and records.

This opinion letter is subject to all assumptions, qualifications and
limitations not incon sistent herewith that are described in the Legal Opinion
Accord of the ABA Section of Business Law (1991) at Section 4 ("Reliance by
Opinion Giver on Assumptions"), Section 14 ("Other Common Qualifications"),
Section 16 ("No Violation of Law") and Section 19 ("Specific Legal Issues").

The law covered by the opinions expressed herein is limited to the Federal law
of the United States and the law of the State of Oregon. We express no opinion
with respect to the laws, regulations or ordinances of any county, municipality
or other local governmental agency. We express no opinion with respect to any
law or regulation administered by or relating to the Federal Communication
Commission.

As used in this opinion letter, the expression "to our knowledge" or expressions
of like import means the conscious awareness of facts or other information by
the lawyers in our firm representing the Company in connection with the Loan
Documents. It does not include information that might be revealed if there were
to be undertaken a canvass of all lawyers in all of our offices or a review of
all of our files. Except as otherwise set forth herein, we have not reviewed any
agreements, orders, writs, judgments or decrees or made any inquiry of the
Company.



<PAGE>



Based upon and subject to the foregoing, we are of the opinion that:

1.    The Company is duly organized, validly existing and in good standing under
      the laws of the State of Oregon.

2.    The Company has the limited liability company power and authority to
      execute, deliver and perform all of its obligations under each of the
      Loan Documents to which the Company is a party under the laws of the State
      of Oregon. The execution and delivery of each of the Loan Documents to
      which the Company is a party and the consummation by the Company of the
      transactions contemplated thereby have been duly authorized by all
      requisite limited liability company action on the part of the Company
      under the laws of the State of Oregon. The Company, nor any of its
      property or assets, is entitled to immunity from suit or enforcement of a
      judgment on the ground of sovereignty or otherwise in courts of the State
      of Oregon in respect of proceedings against it in relation to the Loan
      Documents to which the Company is a party and the execution of the Loan
      Documents to which the Company is a party, and performance of its
      obligations under the Loan Documents to which the Company is a party
      constitute private and commercial acts.

3.    The execution, delivery and performance by the Company of each of the Loan
      Documents to which the Company is a party and the performance by the
      Company of its obligations under each of the Loan Documents to which the
      Company is a party, each in accordance with its terms, do not conflict
      with the Operating Agreement of the Company.

4.    Neither the execution, delivery or performance by the Company of the Loan
      Documents to which the Company is a party nor the compliance by the
      Company with the terms and provisions thereof will contravene any
      provision of any Applicable Law of the State of Oregon.

5.    No Oregon Governmental Approval, which has not been obtained or taken and
      is not in full force and effect, is required to authorize, or is required
      in connection with, the execution or delivery by or enforceability against
      the Company of any of the Loan Documents to which the Company is a party.

We are admitted to practice in the State of Oregon. We express no opinion as to
matters under or involving the laws of any jurisdiction other than the laws of
the State of Oregon.

This opinion may be relied may be relied upon by each of you, by any successors
and assigns of the Administrative Agent, the Collateral Agent, the
Co-Documentation Agents, the Syndication Agent and any participant, assignee or
successor to the interests of the Lenders under the Loan Documents.


<PAGE>


As stated above, we limit our opinion to the laws of the State of Oregon and of
the United States of America (as limited in this opinion) presently in effect.
Certain of the Loan Documents to which Company is a party provide that such Loan
Documents are governed by New York law. This opinion assumes that applicable New
York and Washington law is the same as Oregon law and does not purport to cover
New York or Washington law.

This opinion letter is delivered as of its date and without any undertaking to
advise you of any changes of law or fact that occur after the date of this
opinion letter even though the changes may affect a legal analysis or conclusion
or an information confirmation in this opinion letter.

This opinion letter may be relied upon by you and your successors, assigns and
participants pursuant to the Credit Agreement only in connection with the
transaction described in the initial paragraph of this opinion letter and may
not be used or relied upon by you for any other purpose or by any other person
for any purpose whatsoever without, in each instance, our prior written consent.

Very truly yours,



DUNCAN TIGER TABOR & NIEGEL, P.C.

<PAGE>

                        FORM OF OPINION OF LOCAL COUNSEL             EXHIBIT B-3

                          [Letterhead of FOB F. JONES]


                                 March 30, 2001


Addressees:     Citicorp USA, Inc., as Administrative Agent and each of the
                Lenders party to the Amended and Restated Credit Agreement,
                dated as of March 30, 2001, by and among Alamosa Holdings, Inc.,
                ("Superholdigs"), Alamosa (Delaware), Inc., ("Alamosa
                Delaware"), Alamosa Holdings, LLC (the "Borrower"), Citicorp
                U.S.A., Inc. ("Citicorp"), as the Administrative Agent and the
                Collateral Agent, Export Development Corporation as Co-Docu-
                mentation Agent, First Union National Bank, as Documentation
                Agent, Toronto Dominion (Texas), Inc., as Syndication Agent and
                the lenders named therein (the "Amended Credit Agreement")

         We have acted as local counsel to Southwest PCS, L.P., SWGP, L.L.C.,
SWLP, L.L.C., Southwest PCS Properties, LLC and Southwest PCS Licenses, LLC (the
"Companies") in connection with the Amended Credit Agreement. Southwest PCS,
L.P., SWGP, L.L.C., and SWLP, L.L.C., are individually referred to herein as an
"Oklahoma Company" and collectively as the "Oklahoma Companies."

         In connection with this opinion, we have examined originals or copies,
certified or otherwise identified to our satisfaction, of the following
documents (the "Loan Documents"):

       i.     the Amended Credit Agreement;

      ii.     the Guarantee Agreement, dated as of February 14, 2001, and the
              Supplement thereto, dated as of the date hereof, among each of
              Superholdings, Alamosa PCS Holdings, Inc., ("APCS"), Alamosa
              Delaware, each of the subsidiaries of Alamosa Delaware, the
              lenders from time to time thereto and Citicorp, as Collateral
              Agent;

     iii.     the Amended and Restated Security Agreement, dated as of the date
              hereof, among each of Alamosa Delaware, the Borrower, each of the
              subsidiaries of Alarnosa Delaware, the lenders from time to time
              thereto and Citicorp, as Collateral Agent;


<PAGE>

      iv.     the Amended and Restated Pledge Agreement, dated as of the date
              hereof, among each of Alamosa Delaware, the Borrower, each of the
              subsidiaries of Alamosa Delaware, the lenders from time to time
              thereto and Citicorp, as Collateral Agent; and

       v.     unfiled, but signed copies of financing statements naming each of
              the Companies, as debtor and "Citicorp USA, Inc., as collateral
              agent", as secured party (the "Financing Statements").

         1. The Oklahoma Companies are duly organized, validly existing and in
good standing under the laws of the State of Oklahoma.

         2. The Oklahoma Companies have the limited liability company power or
limited partnership power, as applicable, and authority to execute, deliver and
perform all of its obligations under each of the Loan Documents to which it is a
party under the laws of the State of Oklahoma. The execution and delivery of
each of the Loan Documents and the consummation by the Oklahoma Companies of the
transactions contemplated thereby have been duly authorized by all requisite
limited liability company or limited partnership, as applicable, action on the
part of the Oklahoma Companies under the laws of the State of Oklahoma. None of
the Oklahoma Companies, nor any of their property or assets, is entitled to
immunity from suit or enforcement of a judgment on the ground of sovereignty or
otherwise in courts of the State of Oklahoma in respect of proceedings against
it in relation to the Loan Documents and the execution of the Loan Documents,
and performance of its obligations under the Loan Documents constitute private
and commercial acts.

         3. The execution, delivery and performance by the Oklahoma Companies of
each of the Loan documents and the performance by the Oklahoma Companies of its
obligations under each of the Loan Documents, each in accordance with its
terms, do not conflict with the Partnership Agreement or Operating Agreement,
as applicable, of the Oklahoma Companies.

         4. Neither the execution, delivery or performance by the Oklahoma of
the Loan Documents to which it is a party nor the compliance by the Oklahoma
Companies with the terms and provisions thereof will contravene any provision of
any Applicable Law of the State of Oklahoma.

         5. No Oklahoma Governmental Approval, which has not been obtained or
taken and is not in full force and effect, is required to authorized, or is
required in connection with, the execution or delivery by or enforceability
against the Oklahoma Companies of any of the Loan Documents to which it is a
party.


<PAGE>

         6. The Financing Statements are in appropriate form for filing in the
Oklahoma County Clerk Central Filing Division (the "Filing Office"). With
respect to that portion of the Collateral as to which the filing of a financing
statement is a permissible method of perfection (the "UCC Filing Collateral"),
the security interest in favor of the Collateral Agent for the benefit of the
Secured Parties in that portion of the UCC Filing Collateral which is described
in the Financing Statements will be perfected upon filing of the Financing
Statements in the Filing Office.

         We are admitted to practice in the State of Oklahoma. We express no
opinion as to matters under or involving the laws of any jurisdiction other than
the laws of the State of Oklahoma.

         This opinion may be relied upon by each of you, by any successors and
assigns of the Administrative Agent, the Collateral Agent, the Co-Documentation
Agent, the Documentation Agent, the Syndication Agent and any participant,
assignee or successor to the interests of the Lenders under the Loan Documents.

<PAGE>

                        FORM OF OPINION OF LOCAL COUNSEL             EXHIBIT B-3

                     [Letterhead of ARMSTRONG TEASDALE LLP]


                                 March 30, 2001




To:  Citicorp USA, Inc., as Administrative Agent
and each of the Lenders party to the Amended and
Restated Credit Agreement, dated as of February 14,
2001, as amended and restated as of March 30, 2001,
by and among Alamosa Holdings, Inc. ("Superholdings"),
Alamosa (Delaware), Inc. ("Alamosa Delaware"),
Alamosa Holdings, LLC (the "Borrower"), Export
Development Corporation, as co-documentation agent,
First Union National Bank, as documentation agent,
Toronto Dominion (Texas), Inc., as syndication agent
and Citicorp USA, Inc. ("Citicorp"), as the Administrative
Agent and the Collateral Agent, the lenders named therein
and certain other agents named therein (the "Credit Agreement").

Dear Sirs:

         We have acted as local counsel to Roberts Wireless Communications LLC
and Robert Wireless Properties LLC (the "Companies") in connection with the
Credit Agreement.

         In connection with this opinion, we have examined draft copies,
certified or otherwise identified to our satisfaction, of the following
documents (the "Loan Documents"):

         1. The Credit Agreement;

         2. The Amended and Restate Guarantee Agreement dated as of February 14,
2001, as amended and restated as of March 30, 2001, among each of Superholdings,
Alamosa PCS Holdings, Inc. ("APCS"), Alamosa Delaware, the Subsidiary Guarantors
(as defined therein) and the Collateral Agent;

<PAGE>

         3. The Amended and Restated Security Agreement dated as of February 14,
2001, as amended and restated as of March 30, 2001, among each of Alamosa
Delaware, the Borrower and each of the subsidiaries of Alamosa Delaware in favor
of the Collateral Agent for the benefit of the Secured Parties (as defined in
the Credit Agreement) (the "Security Agreement");

         4. The Amended and Restated Pledge Agreement dated as of February 14,
2001, as amended and restated as of March 30, 2001, among each of Alamosa
Delaware, the Borrower and each of the subsidiaries of Alamosa Delaware in favor
of the Collateral Agent for the benefit of the Secured Parties (as defined in
the Credit Agreement); and

         5. The Amended and Restated Indemnity, Subrogation and Contribution
Agreement dated as of February 14, 2001, as amended and restated as of March
30, 2001, among each of Superholdings, APCS, Alamosa Delaware, the Borrower and
each of the subsidiaries of Alamosa Delaware in favor of the Collateral Agent
for the benefit of the Secured Parties (as defined in the Credit Agreement).

         In rendering the opinions expressed below, we have assumed, with your
consent, and without independent investigation, examination or inquiry:

         1.    That all blanks appearing in the Loan Documents submitted to us
               for review will be completed and executed by the requisite
               parties thereto and that as so completed will contain nothing
               that would in any way alter our opinion as set forth in this
               letter, that all attachments, annexes, exhibits, schedules and
               supplements referenced in but missing from the Loan Documents
               submitted to us for review will be completed and attached and as
               so completed and attached will contain nothing that would in any
               way alter our opinion, and that there have been no material
               modifications or alterations to the Loan Documents from the form
               delivered to us for review;

         2.    the conformity to authentic originals of the documents or parts
               of the documents submitted to us as certified, conformed or
               photostatic copies, forms or drafts, and the authenticity of such
               originals of such latter documents;

         3.    the authenticity of all documents submitted to us as originals;

         4.    other than with respect to the Companies, that each entity party
               to a Loan Document is duly formed, validly existing and in good
               standing under the laws of the state of such entity's formation
               and is qualified to transact business and is in good standing in
               those states in which such party owns property and does business;

<PAGE>

         5.    other than with respect to the Companies, that each of the
               parties to the Loan Documents has the requisite power and
               authority and has taken all requisite action(s) duly to execute
               and deliver the Loan Documents, enter into and perform such
               party's obligations under the Loan Documents and to conduct such
               party's business in the manner contemplated by the Loan
               Documents;

         6.    the capacity of all natural persons executing the Loan Documents;

         7.    that the Loan Documents constitute the legal, valid and binding
               obligations of each and all of the parties thereto under the
               governing law of the Loan Documents, and are enforceable against
               each of such parties thereto in accordance with their respective
               terms;

         8.    that the laws of any jurisdiction other than the State of
               Missouri (the "State") which may govern the Loan Documents are
               not inconsistent with the laws of the State in any manner
               material to this opinion; and

         9.    That the respective Operating Agreements of the Companies have
               not been amended since we last reviewed them on February 14,
               2001.

         Based upon our review of the Loan Documents and such other records,
instruments, agreements, certificates, documents and matters as we deem
relevant or material to this opinion, and subject to the qualifications
contained herein, we are of the opinion, as of the date hereof, as follows:

         1.    The Companies are duly organized, validly existing and in good
               standing under the laws of the State.

         2.    The Companies have the limited liability company power and
               authority to execute, deliver and perform all of their respective
               obligations under each of the Loan Documents to which they are a
               party under the laws of the State. The execution and delivery of
               each of the Loan Documents and the consummation by the Companies
               of the transactions contemplated thereby have been duly
               authorized by all requisite limited liability company action on
               the part of the Companies under the laws of the State. None of
               the Companies, nor any of their property or assets, is entitled
               to immunity from suit or enforcement of a judgment on the ground
               of sovereignty or otherwise in courts of the State in respect of
               proceedings against it in relation to the Loan Documents and the
               execution of the Loan Documents, and performance of its
               obligations under the Loan Documents constitute private and
               commercial acts.

<PAGE>

         3.    The execution, delivery and performance by the Companies of each
               of the Loan Documents and the performance by the Companies of
               their respective obligations under each of the Loan Documents,
               each in accordance with its terms, do not conflict with the
               Operating Agreements of the Companies.

         4.    Neither the execution, delivery or performance by the Companies
               of the Loan Documents to which they are a party nor the
               compliance by the Companies of with the terms and provisions
               thereof will contravene any provision of any applicable law of
               the State.

         5.    No Missouri governmental approval, which has not been obtained or
               taken and is not in full force and effect is required to
               authorize, or is required in connection with, the execution and
               delivery by the Companies of any of the Loan Documents to which
               they are a party.

         We are admitted to practice in the State of Missouri. We express no
opinion as to matters under or involving the laws of any jurisdiction other that
the laws of the State of Missouri.

         This opinion may be relied upon by each of you, by any successors and
assigns of the Administrative Agent, the Collateral Agent, the Co-Documentation
Agent under the Loan Documents and any participant, assignee or successor to the
interest of the Lenders under the Loan Documents. This letter is limited to the
specific issues addressed herein and the opinions rendered above are limited in
all respects to laws and facts existing on the date hereof. By rendering this
opinion, we do not undertake to advise you with respect to any other matter or
of any change in such laws or facts or in the interpretations of such laws which
may occur after the date hereof. We express no opinion as to circumstances or
events that may occur subsequent to such date, and we assume no, and hereby
disclaim any, responsibility to supplement this opinion letter with respect to
matters occurring at any later date.


                                                     Sincerely,



<PAGE>


                                                                       Exhibit C



                           AMENDED AND RESTATED GUARANTEE AGREEMENT dated as of
                           February 14, 2001, as amended and restated as of
                           March 30, 2001, among Alamosa Holdings, Inc, a
                           Delaware corporation ("Superholdings"), Alamosa PCS
                           Holdings, Inc., a wholly owned subsidiary of
                           Superholdings and a Delaware corporation ("APCS"),
                           Alamosa (Delaware), Inc., a wholly owned subsidiary
                           of APCS and a Delaware corporation ("Alamosa
                           Delaware"), each of the subsidiaries of Alamosa
                           Delaware listed on Schedule I hereto (each
                           individually, a "Subsidiary Guarantor" and
                           collectively, the "Subsidiary Guarantors"; the
                           Subsidiary Guarantors, Alamosa Delaware, APCS and
                           Superholdings are referred to collectively herein as
                           the "Guarantors") and Citicorp USA, Inc. as
                           collateral agent (in such capacity, the "Collateral
                           Agent") for the Secured Parties (as defined in the
                           Credit Agreement referred to below).

                  Reference is made to the Amended and Restated Credit Agreement
dated as of February 14, 2001, as amended and restated as of March 30, 2001, (as
amended, supplemented or otherwise modified from time to time, the "Credit
Agreement"), among Superholdings, Alamosa Delaware, Alamosa Holdings, LLC, a
Delaware limited liability company (the "Borrower"), the lenders from time to
time party thereto (the "Lenders"), Export Development Corporation, as Co-
Documentation Agent, First Union National Bank, as Documentation Agent, Toronto
Dominion (Texas), Inc., as Syndication Agent and Citicorp USA, Inc., as
Administrative Agent and Collateral Agent. Capitalized terms used herein and not
defined herein shall have the meanings assigned to such terms in the Credit
Agreement.

                  The Lenders have agreed to make Loans to the Borrower and the
Issuing Bank has agreed to issue Letters of Credit for the account of the
Borrower, pursuant to, and upon the terms and subject to the conditions
specified in, the Credit Agreement. Each of the Guarantors acknowledges that it
will derive substantial benefit from the making of the Loans by the Lenders and
the issuance of the Letters of Credit by the Issuing Bank. The obligations of
the Lenders to make Loans and of the Issuing Bank to issue Letters of Credit are
conditioned on, among other things, the execution and delivery by the Guarantors
of a Guarantee Agreement in the form hereof. As consideration therefor and in
order to induce the Lenders to make Loans and the Issuing Bank to issue Letters
of Credit, the Guarantors are willing to execute this Agreement.

                  In connection with the amendment and restatement of the Credit
Agreement, the parties hereto desire to amend and restate, in the form of this
Agreement, the Guarantee Agreement dated as of February 14, 2001, among the
Guarantors party thereto and the Collateral Agent.

                  Accordingly, the parties hereto agree as follows:

                  SECTION 1. Guarantee. Each Guarantor unconditionally
guarantees, jointly with the other Guarantors and severally, as a primary
obligor and not merely as a surety, (a) the due and punctual payment by the
Borrower of (i) the principal of and premium, if any, and interest (including
interest accruing during the pendency of any bankruptcy, insolvency,
receivership or other similar proceeding, regardless of whether allowed or
allowable in such proceeding) on the Loans when and as due, whether at maturity,
by acceleration, upon one or more dates set for prepayment or otherwise, (ii)
each payment required to be made by the Borrower under the Credit Agreement in
respect of any Letter of Credit, when and as due, including payments in respect
of reimbursement of disbursements, interest thereon and obligations to provide
cash collateral and (iii) all other monetary obligations, including fees,


<PAGE>

                                                                               2


costs, expenses and indemnities, whether primary, secondary, direct, contingent,
fixed or otherwise (including monetary obligations incurred during the pendency
of any bankruptcy, insolvency, receivership or other similar proceeding,
regardless of whether allowed or allowable in such proceeding), of the Borrower
to the Secured Parties under the Credit Agreement or the other Loan Documents,
(b) the due and punctual performance of all covenants, agreements, obligations
and liabilities of the Borrower under or pursuant to the Credit Agreement or the
other Loan Documents, (c) the due and punctual payment and performance of all
covenants, agreements, obligations and liabilities of Superholdings, APCS,
Alamosa Delaware and each Subsidiary Guarantor under or pursuant to this
Agreement or the other Loan Documents and (d) the due and punctual payment and
performance of all obligations of the Loan Parties under each Hedging Agreement
entered into with any counterparty that was a Lender (or an affiliate of a
Lender) at the time such Hedging Agreement was entered into (or on the Original
Effective Date, in the case of Hedging Agreements existing on such date) (all
the monetary and other obligations described in the preceding clauses (a)
through (d) being collectively called the "Obligations"). Each Guarantor further
agrees that the Obligations may be extended or renewed, in whole or in part,
without notice to or further assent from it, and that it will remain bound upon
its guarantee notwithstanding any extension or renewal of any Obligation.

                  Anything contained in this Agreement to the contrary
notwithstanding, the obligations of each Subsidiary Guarantor hereunder shall be
limited to a maximum aggregate amount equal to the greatest amount that would
not render such Subsidiary Guarantor's obligations hereunder subject to
avoidance as a fraudulent transfer or conveyance under Section 548 of Title 11
of the United States Code or any provisions of applicable state law
(collectively, the "Fraudulent Transfer Laws"), in each case after giving effect
to all other liabilities of such Guarantor, contingent or otherwise, that are
relevant under the Fraudulent Transfer Laws (specifically excluding, however,
any liabilities of such Subsidiary Guarantor (a) in respect of intercompany
indebtedness to the Borrower or Affiliates of the Borrower and (b) under any
Guarantee of senior unsecured indebtedness or Indebtedness subordinated in right
of payment to the Obligations which Guarantee contains a limitation as to
maximum amount similar to that set forth in this paragraph, pursuant to which
the liability of such Subsidiary Guarantor hereunder is included in the
liabilities taken into account thereunder in determining such maximum amount)
and after giving effect as assets to the value (as determined under the
applicable provisions of the Fraudulent Transfer Laws) of any rights to
subrogation, contribution, reimbursement, indemnity or similar rights of such
Subsidiary Guarantor pursuant to (i) applicable law or (ii) any agreement
providing for an equitable allocation among such Subsidiary Guarantor and other
Affiliates of the Borrower of obligations arising under Guarantees by such
parties (including the Indemnity, Subrogation and Contribution Agreement).

                  SECTION 2. Obligations Not Waived. To the fullest extent
permitted by applicable law, each Guarantor waives presentment to, demand of
payment from and protest to the Borrower of any of the Obligations, and also
waives notice of acceptance of its guarantee and notice of protest for
nonpayment. To the fullest extent permitted by applicable law, the obligations
of each Guarantor hereunder shall not be affected by (a) the failure of the
Collateral Agent or any other Secured Party to assert any claim or demand or to
enforce or exercise any right or remedy against the Borrower or any other
Guarantor under the provisions of the Credit Agreement, any other Loan Document
or otherwise, (b) any extension, renewal or increase of or in any of the
Obligations, (c) any rescission, waiver, amendment or modification of, or any
release from any of the terms or provisions of this Agreement, any other Loan
Document, any Guarantee or any other agreement or instrument, including with
respect to any other Guarantor under this Agreement, (d) the failure to perfect
any security interest in, or the release of, any of the security held by or on
behalf of the Collateral Agent or any other Secured Party or (e) the failure or
delay of any Secured Party to exercise any right or remedy against any other
guarantor of the Obligations.


<PAGE>

                                                                               3


                  SECTION 3. Security. Each of the Guarantors authorizes the
Collateral Agent and each of the other Secured Parties to (a) take and hold
security for the payment of this Guarantee and the Obligations and exchange,
enforce, waive and release any such security, (b) apply such security and direct
the order or manner of sale thereof as they in their sole discretion may
determine and (c) release or substitute any one or more endorsees, other
guarantors of other obligors.

                  SECTION 4. Guarantee of Payment. Each Guarantor further agrees
that its guarantee constitutes a guarantee of payment when due and not of
collection, and waives any right to require that any resort be had by the
Collateral Agent or any other Secured Party to any of the security held for
payment of the Obligations or to any balance of any deposit account or credit on
the books of the Collateral Agent or any other Secured Party in favor of the
Borrower or any other person.

                  SECTION 5. No Discharge or Diminishment of Guarantee. The
obligations of each Guarantor hereunder shall not be subject to any reduction,
limitation, impairment or termination for any reason (other than the
indefeasible payment in full in cash of the Obligations), including any claim of
waiver, release, surrender, alteration or compromise of any of the Obligations,
and shall not be subject to any defense or setoff, counterclaim, recoupment or
termination whatsoever by reason of the invalidity, illegality or
unenforceability of the Obligations or otherwise. Without limiting the
generality of the foregoing, the obligations of each Guarantor hereunder shall
not be discharged or impaired or otherwise affected by the failure of the
Collateral Agent or any other Secured Party to assert any claim or demand or to
enforce any remedy under the Credit Agreement, any other Loan Document, any
Guarantee or any other agreement or instrument, by any waiver or modification of
any provision of any thereof, by any default, failure or delay, wilful or
otherwise, in the performance of the Obligations, or by any other act, omission
or delay to do any other act that may or might in any manner or to any extent
vary the risk of any Subsidiary Guarantor or that would otherwise operate as a
discharge of each Guarantor as a matter of law or equity (other than the
indefeasible payment in full in cash of all the Obligations) or which would
impair or eliminate any right of such Guarantor to subrogation.

                  SECTION 6. Defenses of the Borrower Waived. To the fullest
extent permitted by applicable law, each of the Guarantors waives any defense
based on or arising out of any defense of the Borrower or the unenforceability
of the Obligations or any part thereof from any cause, or the cessation from any
cause of the liability of the Borrower, other than the final and indefeasible
payment in full in cash of the Obligations. The Collateral Agent and the other
Secured Parties may, at their election, foreclose on any security held by one or
more of them by one or more judicial or nonjudicial sales, accept an assignment
of any such security in lieu of foreclosure, compromise or adjust any part of
the Obligations, make any other accommodation with the Borrower or any other
guarantor or exercise any other right or remedy available to them against the
Borrower or any other guarantor, without affecting or impairing in any way the
liability of any Guarantor hereunder except to the extent the Obligations have
been fully, finally and indefeasibly paid in cash. Pursuant to applicable law,
each of the Guarantors waives any defense arising out of any such election even
though such election operates, pursuant to applicable law, to impair or to
extinguish any right of reimbursement or subrogation or other right or remedy of
such Guarantor against the Borrower or any other Guarantor or guarantor, as the
case may be, or any security.

                  SECTION 7. Agreement to Pay; Subordination. In furtherance of
the foregoing and not in limitation of any other right that the Collateral Agent
or any other Secured Party has at law or in equity against any Guarantor by
virtue hereof, upon the failure of the Borrower or any other Loan Party to pay
any Obligation when and as the same shall become due, whether at maturity, by
acceleration, after notice of prepayment or otherwise, each Guarantor hereby
promises to and will forthwith pay, or cause to be paid, to the Collateral Agent
or such other Secured Party as designated thereby in cash the amount of such
unpaid Obligations. Upon


<PAGE>


                                                                               4


payment by any Guarantor of any sums to the Collateral Agent or any Secured
Party as provided above, all rights of such Guarantor against the Borrower
arising as a result thereof by way of right of subrogation, contribution,
reimbursement, indemnity or otherwise shall in all respects be subordinate and
junior in right of payment to the prior indefeasible payment in full in cash of
all the Obligations. If any amount shall erroneously be paid to any Guarantor on
account of such subrogation, contribution, reimbursement, indemnity or similar
right, such amount shall be held in trust for the benefit of the Secured Parties
and shall forthwith be paid to the Collateral Agent to be credited against the
payment of the Obligations, whether matured or unmatured, in accordance with the
terms of the Loan Documents.

                  SECTION 8. Information. Each of the Guarantors assumes all
responsibility for being and keeping itself informed of the Borrower's financial
condition and assets, and of all other circumstances bearing upon the risk of
nonpayment of the Obligations and the nature, scope and extent of the risks that
such Guarantor assumes and incurs hereunder, and agrees that none of the
Collateral Agent or the other Secured Parties will have any duty to advise any
of the Guarantors of information known to it or any of them regarding such
circumstances or risks.

                  SECTION 9. Representations and Warranties. Each of the
Guarantors represents and warrants as to itself that all representations and
warranties relating to it contained in the Credit Agreement are true and
correct.

                  SECTION 10. Termination. The Guarantees made hereunder (a)
shall terminate when all the Obligations have been paid in full and the Lenders
have no further commitment to lend under the Credit Agreement, the LC Exposure
has been reduced to zero and the Issuing Bank has no further obligation to issue
Letters of Credit under the Credit Agreement or (ii) with respect to any
Subsidiary permitted to be released from its obligations pursuant to Section
9.14 of the Credit Agreement, as provided in such Section and (b) shall continue
to be effective or be reinstated, as the case may be, if at any time payment, or
any part thereof, of any Obligation is rescinded or must otherwise be restored
by any Secured Party or any Guarantor upon the bankruptcy or reorganization of
the Borrower, any Guarantor or otherwise.

                  SECTION 11. Binding Effect; Several Agreement; Assignments.
Whenever in this Agreement any of the parties hereto is referred to, such
reference shall be deemed to include the successors and assigns of such party;
and all covenants, promises and agreements by or on behalf of the Guarantors
that are contained in this Agreement shall bind and inure to the benefit of each
party hereto and their respective successors and assigns. This Agreement shall
become effective as to any Guarantor when a counterpart hereof executed on
behalf of such Guarantor shall have been delivered to the Collateral Agent, and
a counterpart hereof shall have been executed on behalf of the Collateral Agent,
and thereafter shall be binding upon such Guarantor and the Collateral Agent and
their respective successors and assigns, and shall inure to the benefit of such
Guarantor, the Collateral Agent and the other Secured Parties, and their
respective successors and assigns, except that no Guarantor shall have the right
to assign its rights or obligations hereunder or any interest herein (and any
such attempted assignment shall be void). If all of the capital stock of a
Guarantor is sold, transferred or otherwise disposed of (other than to an
Affiliate of the Borrower) pursuant to a transaction permitted by Section 6.05
of the Credit Agreement, such Guarantor shall be released from its obligations
under this Agreement without further action. This Agreement shall be construed
as a separate agreement with respect to each Guarantor and may be amended,
modified, supplemented, waived or released with respect to any Guarantor without
the approval of any other Guarantor and without affecting the obligations of any
other Guarantor hereunder.

                  SECTION 12. Waivers; Amendment. (a) No failure or delay of the
Collateral Agent in exercising any power or right hereunder shall operate as a
waiver thereof, nor shall any single or partial exercise of any such right or
power, or any abandonment or discontinuance of steps to enforce such a right or
power, preclude any other or further exercise thereof or the


<PAGE>


                                                                               5


exercise of any other right or power. The rights and remedies of the Collateral
Agent hereunder and of the other Secured Parties under the other Loan Documents
are cumulative and are not exclusive of any rights or remedies that they would
otherwise have. No waiver of any provision of this Agreement or consent to any
departure by any Guarantor therefrom shall in any event be effective unless the
same shall be permitted by paragraph (b) below, and then such waiver or consent
shall be effective only in the specific instance and for the purpose for which
given. No notice or demand on any Subsidiary Guarantor in any case shall entitle
such Subsidiary Guarantor to any other or further notice or demand in similar or
other circumstances.

                  (b) Neither this Agreement nor any provision hereof may be
waived, amended or modified except pursuant to a written agreement entered into
between the Subsidiary Guarantors with respect to which such waiver, amendment
or modification relates and the Collateral Agent, with the prior written consent
of the Required Lenders (except as otherwise provided in the Credit Agreement).

                  SECTION 13. GOVERNING LAW. THIS AGREEMENT SHALL BE GOVERNED
BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.

                  SECTION 14. Notices. All communications and notices hereunder
shall be in writing and given as provided in Section 9.01 of the Credit
Agreement. All communications and notices hereunder to each Guarantor shall be
given to it at its address set forth in Schedule I, with a copy to the Borrower.

                  SECTION 15. Survival of Agreement; Severability. (a) All
covenants, agreements, representations and warranties made by the Guarantors
herein and in the certificates or other instruments prepared or delivered in
connection with or pursuant to this Agreement or any other Loan Document shall
be considered to have been relied upon by the Collateral Agent and the other
Secured Parties and shall survive the making by the Lenders of Loans and the
issuance of the Letters of Credit by the Issuing Bank regardless of any
investigation made by the Secured Parties or on their behalf, and shall continue
in full force and effect as long as the principal of or any accrued interest on
any Loan or any other Obligation or any other fee or amount payable by the
Borrower under this Agreement or any other Loan Document is outstanding and
unpaid or the LC Exposure does not equal zero and as long as the Commitments
have not been terminated.

                  (b) In the event any one or more of the provisions contained
in this Agreement or in any other Loan Document should be held invalid, illegal
or unenforceable in any respect, the validity, legality and enforceability of
the remaining provisions contained herein and therein shall not in any way be
affected or impaired thereby (it being understood that the invalidity of a
particular provision in a particular jurisdiction shall not in and of itself
affect the validity of such provision in any other jurisdiction). The parties
shall endeavor in good-faith negotiations to replace the invalid, illegal or
unenforceable provisions with valid provisions the economic effect of which
comes as close as possible to that of the invalid, illegal or unenforceable
provisions.

                  SECTION 16. Counterparts. This Agreement may be executed in
counterparts, each of which shall constitute an original, but all of which when
taken together shall constitute a single contract, and shall become effective as
provided in Section 11. Delivery of an executed signature page to this Agreement
by facsimile transmission shall be as effective as delivery of a manually
executed counterpart of this Agreement.

                  SECTION 17. Rules of Interpretation. The rules of
interpretation specified in Sections 1.03 and 1.04 of the Credit Agreement shall
be applicable to this Agreement.



<PAGE>

                                                                               6


                  SECTION 18. Jurisdiction; Consent to Service of Process. (a)
Each Guarantor hereby irrevocably and unconditionally submits, for itself and
its property, to the nonexclusive jurisdiction of any New York State court or
Federal court of the United States of America sitting in New York City, and any
appellate court from any thereof, in any action or proceeding arising out of or
relating to this Agreement or the other Loan Documents, or for recognition or
enforcement of any judgment, and each of the parties hereto hereby irrevocably
and unconditionally agrees that all claims in respect of any such action or
proceeding may be heard and determined in such New York State or, to the extent
permitted by law, in such Federal court. Each of the parties hereto agrees that
a final judgment in any such action or proceeding shall be conclusive and may be
enforced in other jurisdictions by suit on the judgment or in any other manner
provided by law. Nothing in this Agreement shall affect any right that the
Collateral Agent or any other Secured Party may otherwise have to bring any
action or proceeding relating to this Agreement or the other Loan Documents
against any Guarantor or its properties in the courts of any jurisdiction.

                  (b) Each Guarantor hereby irrevocably and unconditionally
waives, to the fullest extent it may legally and effectively do so, any
objection that 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 or the other
Loan Documents in any New York State or Federal court. Each of the parties
hereto hereby irrevocably waives, to the fullest extent permitted by law, the
defense of an inconvenient forum to the maintenance of such action or proceeding
in any such court.

                  (c) Each party to this Agreement irrevocably consents to
service of process in the manner provided for notices in Section 14. Nothing in
this Agreement will affect the right of any party to this Agreement to serve
process in any other manner permitted by law.

                  SECTION 19. WAIVER OF JURY TRIAL. EACH PARTY HERETO HEREBY
WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE
TO A TRIAL BY JURY IN RESPECT OF ANY LITIGATION DIRECTLY OR INDIRECTLY ARISING
OUT OF, UNDER OR IN CONNECTION WITH THIS AGREEMENT OR THE OTHER LOAN DOCUMENTS.
EACH PARTY HERETO (A) CERTIFIES THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY
OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD
NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER AND (B)
ACKNOWLEDGES THAT IT AND THE OTHER PARTIES HERETO HAVE BEEN INDUCED TO ENTER
INTO THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS, AS APPLICABLE, BY, AMONG OTHER
THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION 19.

                  SECTION 20. Additional Subsidiary Guarantors. Pursuant to
Section 5.12 of the Credit Agreement, certain Subsidiary Loan Parties that were
not in existence or not Subsidiary Loan Parties on the date of the Credit
Agreement are required to enter into this Agreement as a Subsidiary Guarantor
upon becoming a Subsidiary Loan Party. Upon execution and delivery after the
date hereof by the Collateral Agent and such a Subsidiary of an instrument in
the form of Annex 1, such Subsidiary Loan Party shall become a Subsidiary
Guarantor hereunder with the same force and effect as if originally named as a
Subsidiary Guarantor herein. The execution and delivery of any instrument adding
an additional Subsidiary Guarantor as a party to this Agreement shall not
require the consent of any other Guarantor hereunder. The rights and obligations
of each Guarantor hereunder shall remain in full force and effect
notwithstanding the addition of any new Subsidiary Guarantor as a party to this
Agreement.

                  SECTION 21. Right of Setoff. If an Event of Default shall have
occurred and be continuing, each Secured Party is hereby authorized at any time
and from time to time, to the fullest extent permitted by law, to set off and
apply any and all deposits (general or special, time


<PAGE>

                                                                               7


or demand, provisional or final) at any time held and other Indebtedness at any
time owing by such Secured Party to or for the credit or the account of any
Subsidiary Guarantor against any or all the obligations of such Subsidiary
Guarantor now or hereafter existing under this Agreement and the other Loan
Documents held by such Secured Party, irrespective of whether or not such
Secured Party shall have made any demand under this Agreement or any other Loan
Document and although such obligations may be unmatured. The rights of each
Secured Party under this Section 21 are in addition to other rights and remedies
(including other rights of setoff) which such Secured Party may have.


<PAGE>


                                                                               8


                  IN WITNESS WHEREOF, the parties hereto have duly executed this
Agreement as of the day and year first above written.



                                      ALAMOSA HOLDINGS, INC.,

                                       by
                                          --------------------------------------
                                           Name:
                                           Title:


                                      ALAMOSA PCS HOLDINGS, INC.,

                                       by
                                          --------------------------------------
                                           Name:
                                           Title:


                                      ALAMOSA (DELAWARE), INC.,

                                       by
                                          --------------------------------------
                                           Name:
                                           Title:


                                      EACH OF THE SUBSIDIARY GUARANTORS LISTED
                                      ON SCHEDULE I HERETO EXCEPT ALAMOSA
                                      LIMITED, LLC,

                                       by
                                          --------------------------------------
                                           Name:
                                           Title: Authorized Signatory


                                      ALAMOSA LIMITED, LLC,

                                       by
                                          --------------------------------------
                                           Name:
                                           Title:


                                      CITICORP USA, INC., as Collateral Agent,

                                       by
                                          --------------------------------------
                                           Name:
                                           Title:


<PAGE>


                                                               Schedule I to the
                                                             Guarantee Agreement












SUBSIDIARY GUARANTOR                               ADDRESS
--------------------                               -------

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

Texas Telecommunications, LP                       5225 S. Loop 289
                                                   Suite 120
                                                   Lubbock, Texas 79424

Alamosa Properties, L.P.                           5225 S. Loop 289
                                                   Suite 120
                                                   Lubbock, Texas 79424

Alamosa Wisconsin Limited Partnership              4797 West Grand Market Drive
                                                   Appleton , Wisconsin  54913

Alamosa (Wisconsin) Properties, LLC                4797 West Grand Market Drive
                                                   Appleton , Wisconsin  54913

Alamosa Delaware GP, LLC                           5225 S. Loop 289
                                                   Suite 120
                                                   Lubbock, Texas 79424

Alamosa Wisconsin GP, LLC                          4797 West Grand Market Drive
                                                   Appleton , Wisconsin  54913

Alamosa Finance, LLC                               5225 S. Loop 289
                                                   Suite 120
                                                   Lubbock, Texas 79424

Alamosa Limited, LLC                               200 West Ninth Street Plaza
                                                   Suite 102
                                                   Wilmington, Delaware 19801

Alamosa PCS, Inc.                                  5225 S. Loop 289
                                                   Suite 120
                                                   Lubbock, Texas 79424

Alamosa Holdings, LLC                              5225 S. Loop 289
                                                   Suite 120
                                                   Lubbock, Texas 79424

Roberts Wireless Communications L.L.C.             5225 S. Loop 289
                                                   Suite 120
                                                   Lubbock, Texas 79424

Roberts Wireless Properties L.L.C.                 5225 S. Loop 289
                                                   Suite 120
                                                   Lubbock, Texas 79424

Washington Oregon Wireless, LLC                    5225 S. Loop 289
                                                   Suite 120
                                                   Lubbock, Texas 79424


<PAGE>


SUBSIDIARY GUARANTOR                               ADDRESS
--------------------                               -------

-------------------------------------------------- -----------------------------
Washington Oregon Wireless Properties, LLC         5225 S. Loop 289
                                                   Suite 120
                                                   Lubbock, Texas 79424

Washington Oregon Wireless Licenses, LLC           5225 S. Loop 289
                                                   Suite 120
                                                   Lubbock, Texas 79424

Southwest PCS, L.P.                                5225 S. Loop 289
                                                   Suite 120
                                                   Lubbock, Texas 79424

SWGP, LLC                                          5225 S. Loop 289
                                                   Suite 120
                                                   Lubbock, Texas 79424

SWLP, LLC                                          5225 S. Loop 289
                                                   Suite 120
                                                   Lubbock, Texas 79424

Southwest PCS Properties, LLC                      5225 S. Loop 289
                                                   Suite 120
                                                   Lubbock, Texas 79424

Southwest PCS Licenses, LLC                        5225 S. Loop 289
                                                   Suite 120
                                                   Lubbock, Texas 79424


<PAGE>

                                                                  Annex 1 to the
                                                             Guarantee Agreement
                                  SUPPLEMENT NO.  dated as of   , to the Amended


                           and Restated Guarantee Agreement dated as of February
                           14, 2001, as amended and restated as of March 30,
                           2001 (the "Guarantee Agreement"), among Alamosa
                           Holdings, Inc., a Delaware corporation
                           ("Superholdings"), Alamosa PCS Holdings, Inc., a
                           wholly owned subsidiary of Superholdings and a
                           Delaware corporation ("APCS"), Alamosa (Delaware),
                           Inc., a wholly owned subsidiary of APCS and a
                           Delaware corporation ("Alamosa Delaware"), each of
                           the subsidiaries of Alamosa Delaware listed on
                           Schedule I thereto (each individually, a "Subsidiary
                           Guarantor" and collectively, the "Subsidiary
                           Guarantors"; the Subsidiary Guarantors, Alamosa
                           Delaware, APCS and Superholdings are referred to
                           collectively herein as the "Guarantors") and Citicorp
                           USA, Inc., as collateral agent (in such capacity, the
                           "Collateral Agent") for the Secured Parties (as
                           defined in the Credit Agreement referred to below).

                  A. Reference is made to the Amended and Restated Credit
Agreement dated as of February 14, 2001, as amended and restated as of March 30,
2001 (as amended, supplemented or otherwise modified from time to time, the
"Credit Agreement"), among Superholdings, Alamosa Delaware, Alamosa Holdings,
LLC, a Delaware limited liability company (the "Borrower"), Export Development
Corporation, as Co-Documentation Agent, First Union National Bank, as
Documentation Agent, Toronto Dominion (Texas), Inc., as Syndication Agent, the
lenders from time to time party thereto (the "Lenders") and Citicorp USA, Inc.,
as Administrative Agent and Collateral Agent.

                  B. Capitalized terms used herein and not otherwise defined
herein shall have the meanings assigned to such terms in the Guarantee Agreement
and the Credit Agreement.

                  C. The Guarantors have entered into the Guarantee Agreement in
order to induce the Lenders to make Loans and the Issuing Bank to issue Letters
of Credit under the Credit Agreement. Pursuant to Section 5.12 of the Credit
Agreement, certain Subsidiary Loan Parties that were not in existence or not a
Subsidiary Loan Party on the date of the Credit Agreement are required to enter
into the Guarantee Agreement as a Subsidiary Guarantor upon becoming a
Subsidiary Loan Party. Section 20 of the Guarantee Agreement provides that
additional Subsidiary Loan Parties may become Subsidiary Guarantors under the
Guarantee Agreement by execution and delivery of an instrument in the form of
this Supplement. The undersigned Subsidiary Loan Party (the "New Subsidiary
Guarantor") is executing this Supplement in accordance with the requirements of
the Credit Agreement to become a Subsidiary Guarantor under the Guarantee
Agreement in order to induce the Lenders to make Loans and the Issuing Bank to
issue Letters of Credit and as consideration for Loans previously made and
Letters of Credit previously issued.

                  Accordingly, the Collateral Agent and the New Subsidiary
Guarantor agree as follows:

                  SECTION 1. In accordance with Section 20 of the Guarantee
Agreement, the New Subsidiary Guarantor by its signature below becomes a
Subsidiary Guarantor under the Guarantee Agreement with the same force and
effect as if originally named therein as a Subsidiary Guarantor and the New
Subsidiary Guarantor hereby (a) agrees to all the terms and provisions of the
Guarantee Agreement applicable to it as a Subsidiary Guarantor thereunder and
(b) represents and warrants that the representations and warranties made by it
as a Subsidiary Guarantor thereunder are true and correct on and as of the date
hereof. Each reference to a "Guarantor" in the Guarantee Agreement shall be
deemed to include the New Subsidiary Guarantor. The Guarantee Agreement is
hereby incorporated herein by reference.



<PAGE>


                                                                               2


                  SECTION 2. The New Subsidiary Guarantor represents and
warrants to the Collateral Agent and the other Secured Parties that this
Supplement has been duly authorized, executed and delivered by it and
constitutes its legal, valid and binding obligation, enforceable against it in
accordance with its terms, subject to applicable bankruptcy, insolvency,
reorganization, moratorium or other laws affecting creditors' rights generally
and subject to general principles of equity, regardless of whether considered in
a proceeding in equity or at law.

                  SECTION 3. This Supplement may be executed in counterparts,
each of which shall constitute an original, but all of which when taken together
shall constitute a single contract. This Supplement shall become effective when
the Collateral Agent shall have received counterparts of this Supplement that,
when taken together, bear the signatures of the New Subsidiary Guarantor and the
Collateral Agent. Delivery of an executed signature page to this Supplement by
facsimile transmission shall be as effective as delivery of a manually executed
counterpart of this Supplement.

                  SECTION 4. Except as expressly supplemented hereby, the
Guarantee Agreement shall remain in full force and effect.

                  SECTION 5.  THIS SUPPLEMENT SHALL BE GOVERNED BY, AND
CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.

                  SECTION 6. In case any one or more of the provisions contained
in this Supplement should be held invalid, illegal or unenforceable in any
respect, the validity, legality and enforceability of the remaining provisions
contained herein and in the Guarantee Agreement shall not in any way be affected
or impaired thereby (it being understood that the invalidity of a particular
provision hereof in a particular jurisdiction shall not in and of itself affect
the validity of such provision in any other jurisdiction). The parties hereto
shall endeavor in good-faith negotiations to replace the invalid, illegal or
unenforceable provisions with valid provisions the economic effect of which
comes as close as possible to that of the invalid, illegal or unenforceable
provisions.

                  SECTION 7. All communications and notices hereunder shall be
in writing and given as provided in Section 14 of the Guarantee Agreement. All
communications and notices hereunder to the New Subsidiary Guarantor shall be
given to it at the address set forth under its signature below, with a copy to
the Borrower.

                  SECTION 8. The New Subsidiary Guarantor agrees to reimburse
the Collateral Agent for its reasonable out-of-pocket expenses in connection
with this Supplement, including the reasonable fees, disbursements and other
charges of counsel for the Collateral Agent.


<PAGE>


                                                                               3


                  IN WITNESS WHEREOF, the New Subsidiary Guarantor and the
Collateral Agent have duly executed this Supplement to the Guarantee Agreement
as of the day and year first above written.


                                      [Name Of New Subsidiary Guarantor],

                                       by
                                          --------------------------------------
                                          Name:
                                          Title:
                                          Address:


                                      CITICORP USA, INC., as Collateral Agent,

                                       by
                                          --------------------------------------
                                          Name:
                                          Title:


<PAGE>

                 FIRST AMENDMENT AND WAIVER dated as of May 8,

         2001 (this "Amendment"), to the Amended and Restated Credit Agreement,
         dated as of February 14, 2001, as amended and restated as of March 30,
         2001 (the "Credit Agreement"), among ALAMOSA HOLDINGS, INC.
         ("Superholdings"), among ALAMOSA (DELAWARE), INC. ("Alamosa
         Delaware"), ALAMOSA HOLDINGS, LLC (the "Borrower" and, together with
         Superholdings and Alamosa Delaware, the "Alamosa Parties"), the
         Lenders party thereto (the "Lenders"), EXPORT DEVELOPMENT CORPORATION,
         as Co-Documentation Agent, FIRST UNION NATIONAL BANK, as Documentation
         Agent, TORONTO DOMINION (TEXAS), INC., as Syndication Agent, and
         CITICORP USA, INC., as Administrative Agent and Collateral Agent (the
         "Agent").

         WHEREAS the Alamosa Parties have requested that certain provisions of
the Credit Agreement be amended and that certain provisions of the Credit
Agreement be waived, in the manner provided for in this Amendment, and the
Lenders are willing to agree to such amendments and waiver on the terms and
conditions hereinafter set forth.

         NOW, THEREFORE, the parties hereto hereby agree as follows:

         1. Defined Terms. Capitalized terms used and not defined herein shall
have the meanings given to them in the Credit Agreement, as amended hereby.

         2. Amendment and Waiver. (a) Article V of the Credit Agreement is
hereby amended by adding a new Section 5.16 as follows:

          "SECTION 5.16. Delivery of Revised Business Plans. Within 30 days
     after the effective date of the First Amendment and Waiver to this
     Agreement, dated as of May 8, 2001, among the Alamosa Parties and the
     Required Lenders, Alamosa Delaware shall deliver to the Lenders an 8-year
     business plan of each of Alamosa Delaware and the Borrower, in form and
     substance satisfactory to the Required Lenders."

         (b) The Lenders hereby expressly waive any Defaults or Events of
Default arising from, and any rights or remedies in connection with, any breach
by the Alamosa Parties of, or failure by the Alamosa Parties to comply with,
Section 6.12(d)(i) of the Credit Agreement with


<PAGE>


                                                                              2


respect to the fiscal quarter ending March 31, 2001; provided, however, Alamosa
Delaware will not, and will not permit its Restricted Subsidiaries to, (i) make
any Investments in or any loans or advances to, or provide Guarantees of
Indebtedness of, any Restricted Subsidiary that is not a Loan Party pursuant to
Section 6.04(d)(ii), (e), (f) or (l) or (ii) make any Restricted Payments
pursuant to Section 6.08(a)(vi).

         3. Effect of Amendment and Waiver. Except as expressly set forth
herein, this Amendment shall not by implication or otherwise limit, impair,
constitute a waiver of, or otherwise affect the rights or remedies of the
Lenders, the Collateral Agent, the Syndication Agent, the Co-Documentation
Agent, the Documentation Agent or the Administrative Agent under the Credit
Agreement, as amended by this Amendment, or any other Loan Amendment, and shall
not alter, modify, amend or in any way affect any of the terms, conditions,
obligations, covenants or agreements contained in the Credit Agreement, as
amended by this Amendment, or any other Loan Document, all of which are ratified
and affirmed in all respects and shall continue in full force and effect.
Nothing herein shall be deemed to entitle the Alamosa Parties to a consent to,
or a waiver, amendment, modification or other change of, any of the terms,
conditions, obligations, covenants or agreements contained in the Credit
Agreement, as amended by this Amendment, or any other Loan Document in similar
or different circumstances. This Amendment shall apply and be effective only
with respect to the provisions of the Credit Agreement set forth herein. After
the date hereof, any reference to the Credit Agreement shall mean the Credit
Agreement as modified hereby. This Amendment shall constitute a "Loan Document"
for all purposes of the Credit Agreement and the other Loan Documents.

         4. Representations and Warranties. Each of the Alamosa Parties hereby
represents and warrants to the Agent and the Lenders as of the date hereof as
follows:

         (a) After giving effect to this Amendment, no Default or Event of
Default has occurred and is continuing.

         (b) The execution, delivery and performance by the Alamosa Parties of
this Amendment have been duly authorized by all necessary corporate and other
action and do not and will not require any registration with, consent or
approval of, notice to or action by, any person (including any governmental
agency) in order to be effective


<PAGE>


                                                                               3


and enforceable. The Credit Agreement as amended by this Amendment constitutes
the legal, valid and binding obligation of each of the Alamosa Parties,
enforceable against it in accordance with its terms, subject to applicable
bankruptcy, insolvency, reorganization, moratorium or other laws affecting
creditors' rights generally and subject to general principles of equity,
regardless of whether considered in a proceeding in equity or at law.

         (c) All representations and warranties of the Alamosa Parties contained
in the Credit Agreement (other than representations or warranties expressly made
only on and as of the Restatement Effective Date) are true and correct in all
material respects as of the date hereof.

         5. Effectiveness. This Amendment shall become effective only upon
satisfaction of the following conditions prior to 10:00 a.m., New York time, on
May 9, 2001:

         (i) the Agent shall have received counterparts hereof duly executed
     and delivered by the Alamosa Parties and the Required Lenders; and

         (ii) the Borrower shall have paid an amendment fee to each Lender that
     has delivered an executed counterpart of this Amendment to the Agent by
     12:00 p.m., New York time, on May 8, 2001, equal to .125% of the aggregate
     amount of such Lender's Term Loans, Revolving Exposure and unutilized
     Commitments at such time (such payment to be made by wire transfer of
     immediately available funds to the Agent for the respective accounts of
     such Lenders).

         6. Expenses. The Alamosa Parties, jointly and severally, agree to
reimburse the Agent for its out-of-pocket expenses in connection with this
Amendment, including the reasonable fees, charges and disbursements of Cravath,
Swaine & Moore, counsel for the Agent.



<PAGE>


                                                                               4


         7. GOVERNING LAW; COUNTERPARTS. (a) THIS AMENDMENT AND THE RIGHTS AND
OBLIGATIONS OF THE PARTIES HERETO SHALL BE GOVERNED BY AND CONSTRUED IN
ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK.

         (b) This Amendment may be executed in any number of counterparts and by
different parties hereto on separate counterparts, each of which when so
executed and delivered shall be deemed an original, but all of which together
shall constitute a single instrument. Delivery of an executed counterpart of a
signature page of this Amendment by facsimile transmission shall be as effective
as delivery of a manually executed counterpart hereof.

         IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be
duly executed and delivered by their respective proper and duly authorized
officers as of the day and year first above written.



                                   ALAMOSA HOLDINGS, INC.,

                                     by  /s/ Kendall Cowan
                                        -------------------------------
                                        Name:
                                        Title:



                                   ALAMOSA (DELAWARE), INC.,

                                     by   /s/ Kendall Cowan
                                        -------------------------------
                                        Name:
                                        Title:



                                   ALAMOSA HOLDINGS, LLC,

                                     by   /s/ Kendall Cowan
                                        -------------------------------
                                        Name:
                                        Title:



                                   CITICORP USA, INC., individually and
                                   as Administrative Agent,

                                     by   /s/ J. Douglas Harvey
                                        -------------------------------
                                        Name:   J. Douglas Harvey
                                        Title:  Managing Director



<PAGE>

                                                                               5




                                   CITICORP NORTH AMERICA, INC.,



                                     by   /s/ J. Douglas Harvey
                                        -------------------------------
                                        Name:   J. Douglas Harvey
                                        Title:  Managing Director

















<PAGE>


                                                               SIGNATURE PAGE to
                                                     FIRST AMENDMENT AND WAIVER,
                                                         dated as of May 8, 2001
                                                        to ALAMOSA HOLDINGS, LLC
                                           AMENDED AND RESTATED CREDIT AGREEMENT








                           To approve the First Amendment and Waiver:

                           Name of Institution:   TORONTO DOMINION (TEXAS), INC.
                                                -------------------------------

                                             by   /s/ Alva J. Jones
                                                -------------------------------
                                                Name:   Alva J. Jones
                                                Title:  Vice President





<PAGE>


                                                               SIGNATURE PAGE to
                                                     FIRST AMENDMENT AND WAIVER,
                                                         dated as of May 8, 2001
                                                        to ALAMOSA HOLDINGS, LLC
                                           AMENDED AND RESTATED CREDIT AGREEMENT








                                             EXPORT DEVELOPMENT CORPORATION:

                                             By   /s/ Luisa Rebolledo
                                                -------------------------------
                                                Name:   Luisa Rebolledo
                                                Title:  Loan Asset Manager

                                             By   /s/ Sadig Raza
                                                -------------------------------
                                                Name:   Sadig Raza
                                                Title:  Loan Asset Manager




<PAGE>


                                                               SIGNATURE PAGE to
                                                     FIRST AMENDMENT AND WAIVER,
                                                         dated as of May 8, 2001
                                                        to ALAMOSA HOLDINGS, LLC
                                           AMENDED AND RESTATED CREDIT AGREEMENT








                           To approve the First Amendment and Waiver:

                           Name of Institution:   FIRST UNION NATIONAL BANK
                                                -------------------------------

                                             by   /s/ Franklin M. Wessinger
                                                -------------------------------
                                                Name:   Franklin M. Wessinger
                                                Title:  Senior Vice President

<PAGE>


                                                               SIGNATURE PAGE to
                                                     FIRST AMENDMENT AND WAIVER,
                                                         dated as of May 8, 2001
                                                        to ALAMOSA HOLDINGS, LLC
                                           AMENDED AND RESTATED CREDIT AGREEMENT








                           To approve the First Amendment and Waiver:

                           Name of Institution:  THE BANK OF NOVA SCOTIA
                                                -------------------------------

                                             by   /s/ Stephen C. Levi
                                               -------------------------------
                                                Name:   Stephen C. Levi
                                                Title:  Authorized Signatory

<PAGE>


                                                               SIGNATURE PAGE to
                                                     FIRST AMENDMENT AND WAIVER,
                                                         dated as of May 8, 2001
                                                        to ALAMOSA HOLDINGS, LLC
                                           AMENDED AND RESTATED CREDIT AGREEMENT








                           To approve the First Amendment and Waiver:

                           Name of Institution:    COBANK, ACB
                                                -------------------------------

                                             by   /s/ Anita Youngblut
                                                -------------------------------
                                                Name:   Anita Youngblut
                                                Title:  Vice President

<PAGE>







                                                               SIGNATURE PAGE to
                                                     FIRST AMENDMENT AND WAIVER,
                                                         dated as of May 8, 2001
                                                        to ALAMOSA HOLDINGS, LLC
                                           AMENDED AND RESTATED CREDIT AGREEMENT








                           EXPORT DEVELOPMENT CORPORATION:

                           Name of Institution:  FORTIS CAPITAL CORP.
                                                -------------------------------

                                             by   /s/ Alan E. McLintock
                                                -------------------------------
                                                Name:   Alan E. McLintock
                                                Title:  Managing Director

                           Name of Institution:  FORTIS CAPITAL CORP.
                                                -------------------------------

                                             by   /s/ Colm Kelly
                                                -------------------------------
                                                Name:   Colm Kelly
                                                Title:  Assistant Vice President







<PAGE>


                                                               SIGNATURE PAGE to
                                                     FIRST AMENDMENT AND WAIVER,
                                                         dated as of May 8, 2001
                                                        to ALAMOSA HOLDINGS, LLC
                                           AMENDED AND RESTATED CREDIT AGREEMENT








                           To approve the First Amendment and Waiver:

                     Name of Institution:  GENERAL ELECTRIC CAPITAL CORPORATION
                                          -------------------------------

                                       by   /s/ Brian P. Ward
                                          -------------------------------
                                          Name:   Brian P. Ward
                                          Title:  Manager-Operations

<PAGE>


                                                               SIGNATURE PAGE to
                                                     FIRST AMENDMENT AND WAIVER,
                                                         dated as of May 8, 2001
                                                        to ALAMOSA HOLDINGS, LLC
                                           AMENDED AND RESTATED CREDIT AGREEMENT








                           To approve the First Amendment and Waiver:

                           Name of Institution:   SOCIETE GENERALE
                                                -------------------------------

                                             by   /s/ John Sadik-Khan
                                                -------------------------------
                                                Name:   John Sadik-Khan
                                                Title:  Managing Director


<PAGE>


                                                               SIGNATURE PAGE to
                                                     FIRST AMENDMENT AND WAIVER,
                                                         dated as of May 8, 2001
                                                        to ALAMOSA HOLDINGS, LLC
                                           AMENDED AND RESTATED CREDIT AGREEMENT








                           EXPORT DEVELOPMENT CORPORATION:

              Name of Institution:   WESTDEUTSCHE LANDESBANK GIROZENTRALE
                                   -------------------------------

                                by   /s/ Cyril Derneloy
                                   -------------------------------
                                   Name:   Cyril Derneloy
                                   Title:  Associate Director


              Name of Institution:   WESTDEUTSCHE LANDESBANK GIROZENTRALE
                                   -------------------------------

                                by   /s/ Peter Stevenson
                                   -------------------------------
                                   Name:   Peter Stevenson
                                   Title:  Director









<PAGE>


                                                               SIGNATURE PAGE to
                                                     FIRST AMENDMENT AND WAIVER,
                                                         dated as of May 8, 2001
                                                        to ALAMOSA HOLDINGS, LLC
                                           AMENDED AND RESTATED CREDIT AGREEMENT








                           To approve the First Amendment and Waiver:

                           Name of Institution:   FRANKLIN FLOATING RATE TRUST
                                                -------------------------------

                                             by   /s/ Chauncey Lufkin
                                                -------------------------------
                                                Name:   Chauncey Lufkin
                                                Title:  Vice President

<PAGE>


                                                               SIGNATURE PAGE to
                                                     FIRST AMENDMENT AND WAIVER,
                                                         dated as of May 8, 2001
                                                        to ALAMOSA HOLDINGS, LLC
                                           AMENDED AND RESTATED CREDIT AGREEMENT








                           To approve the First Amendment and Waiver:

                           Name of Institution:  IBM CREDIT CORP.
                                                -------------------------------

                                             by   /s/ Ronald J. Bachner
                                                -------------------------------
                                                Name:   Ronald J. Bachner
                                                Title:  Manager, Commercial and
                                                        Vendor Financing Sales
                                                        Americas

<PAGE>


                                                               SIGNATURE PAGE to
                                                     FIRST AMENDMENT AND WAIVER,
                                                         dated as of May 8, 2001
                                                        to ALAMOSA HOLDINGS, LLC
                                           AMENDED AND RESTATED CREDIT AGREEMENT








                   To approve the First Amendment and Waiver:

                   Name of Institution:   FRANKLIN FLOATING RATE MASTER SERIES
                                        -------------------------------

                                     by   /s/ Chauncey Lufkin
                                        -------------------------------
                                        Name:   Chauncey Lufkin
                                        Title:  Vice President

<PAGE>


                                                               SIGNATURE PAGE to
                                                     FIRST AMENDMENT AND WAIVER,
                                                         dated as of May 8, 2001
                                                        to ALAMOSA HOLDINGS, LLC
                                           AMENDED AND RESTATED CREDIT AGREEMENT








                To approve the First Amendment and Waiver:

                Name of Institution:  OPPENHEIMER SENIOR FLOATING RATE FUND
                                     -------------------------------

                                  by   /s/ David Foxhoren
                                     -------------------------------
                                     Name:   David Foxhoren
                                     Title:  A.V.P.