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                                                                   EXHIBIT 10.26
                 AMENDED AND RESTATED CONSENT AND AGREEMENT
                            (Citibank / Alamosa LLC)

         This Amended and Restated Consent and Agreement (this "Consent and
Agreement") is entered into as of March 30, 2001, between SPRINT SPECTRUM L.P.,
a Delaware limited partnership ("Sprint Spectrum"), SPRINTCOM, INC., a Kansas
corporation ("SprintCom"), SPRINT COMMUNICATIONS COMPANY, L.P., a Delaware
limited partnership ("Sprint Communications"), COX COMMUNICATIONS PCS, L.P., a
Delaware limited partnership ("Cox Communications"), COX PCS LICENSE, LLC, a
Delaware limited liability company ("Cox License"), WIRELESSCO, L.P., a
Delaware limited partnership ("WirelessCo" and together with Sprint Spectrum,
SprintCom, Sprint Communications, Cox Communications and Cox License, the
"Sprint Parties"), and CITICORP USA, INC., a Delaware corporation, as
administrative agent (together with any successors thereof in accordance with
the Credit Agreement hereinafter described, the "Administrative Agent") for the
lenders under that certain Credit Agreement among ALAMOSA HOLDINGS, LLC, a
Delaware limited liability company ("Borrower"), the Administrative Agent and
the lenders from time to time party thereto (the "Lenders").

         Upon the consummation of the Transactions (as defined in that certain
Commitment Letter dated March 9, 2001, between CITICORP NORTH AMERICA, INC.,
SALOMON SMITH BARNEY, INC., TD SECURITIES (USA) INC., EXPORT DEVELOPMENT
CORPORATION and ALAMOSA HOLDINGS, INC. (the "Commitment Letter")), Borrower
will own, directly or indirectly, all of the outstanding capital stock of the
following subsidiaries, each of which has entered into a Sprint PCS Management
Agreement (each such agreement, as it may be amended, modified, or supplemented
from time to time, a "Management Agreement" and collectively, the "Alamosa
Management Agreements") with Sprint Spectrum and Sprint Communications, and in
some instances with other related companies of Sprint Spectrum, dated and
effective as of the date set forth after each such subsidiary of Borrower,
providing for the design, construction and management of the Service Area
Network (as defined therein): TEXAS TELECOMMUNICATIONS, LP, a Texas limited
partnership ("Texas")(December 23, 1999), ALAMOSA WISCONSIN LIMITED
PARTNERSHIP, a Wisconsin limited partnership ("Wisconsin")(December 6, 1999),
ROBERTS WIRELESS COMMUNICATIONS, LLC, a Missouri limited liability company
("Roberts")(June 8, 1998), WASHINGTON OREGON WIRELESS LLC, a Delaware limited
liability company ("WOW")(January 25, 1999), and SOUTHWEST PCS, L.P., an
Oklahoma limited partnership ("Southwest")(July 10, 1998) (each individually an
"Affiliate" and collectively, the "Affiliates").

         Along with a Management Agreement, each Affiliate has also entered
into the Sprint PCS Services Agreement (each such agreement, as it may be
amended, modified, or supplemented from time to time, a "Services Agreement"
and collectively, the "Alamosa Service Agreements") and the Sprint Trademark
and Service Mark License Agreement and the Sprint Spectrum Trademark and
Service Mark License Agreement (together, as they may be amended, modified, or
supplemented from time to time, the "License Agreements" and collectively, the
"Alamosa License Agreements") (the Management Agreement, the Services Agreement
and the License Agreements and all other agreements between each Affiliate or
its subsidiaries, on the one hand and the Sprint Parties or any subsidiary of
Sprint Corporation on the other hand whether entered into prior to, on, or
after the date hereof that relate to the Service Area Network as they may be
amended, modified, or supplemented from time to time, collectively, the "Sprint
Agreements" and all such Sprint Agreements collectively, the "Alamosa Sprint
Agreements"). Each Affiliate will continue to be responsible for its
obligations and responsibilities under and with respect to the Sprint
Agreements. Further, as set forth in the Acknowledgment, Consent and Agreements
attached to this Consent and Agreement, Borrower, each Guarantor (as defined
below) and each Affiliate agree to be responsible for the obligations and
responsibilities of each Affiliate under and with respect to the Sprint
Agreements and this Consent and Agreement.

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         Borrower and certain of its affiliated entities have entered into or
concurrently herewith are entering into that certain Amended and Restated
Credit Agreement dated as of March 30, 2001, with the Administrative Agent and
the Lenders (such Amended and Restated Credit Agreement, as it may be amended,
supplemented, restated, replaced or otherwise modified from time to time, the
"Credit Agreement"), to provide financing for a portion of the costs of the
design and construction of the Service Area Networks, to provide financing for
the Transactions and for certain other purposes. The Credit Agreement and each
note, security agreement, pledge agreement, guaranty and any and all other
agreements, documents or instruments entered into in connection with any of the
foregoing, as the same may from time to time be amended, supplemented,
restated, replaced or otherwise modified from time to time, shall collectively
be referred to as the "Loan Documents."

         The Obligations under the Loan Documents are guaranteed by ALAMOSA
HOLDINGS, INC., a Delaware corporation ("Holdco"), by ALAMOSA PCS HOLDINGS,
INC., a Delaware corporation that is a wholly-owned subsidiary of Holdco
("APCS"), by ALAMOSA (DELAWARE), INC., a Delaware corporation that is
wholly-owned subsidiary of APCS and the sole member of Borrower ("APCS"), by
each Affiliate, and by each other existing and subsequently acquired or
organized direct or indirect subsidiary of Alamosa Delaware other than the
Unrestricted Subsidiaries (collectively, the "Guarantors") pursuant to that
certain Guarantee Agreement executed by the Guarantors in favor of the
Administrative Agent (the "Guarantee Document").

         As a condition to the availability of credit to Borrower under the
Credit Agreement, the Administrative Agent and the Lenders have required the
execution and delivery of this Consent and Agreement by the Sprint Parties and
have required that Borrower, Affiliates and the other Guarantors acknowledge,
consent and agree to all terms and provisions of this Consent and Agreement.
This Consent and Agreement replaces and supersedes the Consent and Agreements
previously entered into by the Affiliates.

         One or more of the Sprint Parties hold, directly or indirectly, the
licenses for the service areas managed by the Affiliates as contemplated in the
Alamosa Management Agreements. As used in this Consent and Agreement, the term
"Sprint PCS" shall refer in each particular instance or application to the
Sprint Party that owns the License in that portion of the Service Area to which
the subject of the instance or application applies.

         All capitalized terms in this Consent and Agreement shall have the
same meanings ascribed to them in the Management Agreements unless otherwise
provided in this Consent and Agreement; provided, that the terms "Commitments",
"Default", "Event of Default", "Loan Documents", "Obligations" and
"Unrestricted Subsidiaries" shall have the meanings ascribed to them in the
Credit Agreement.

         References to the Existing Consent and Agreement (as defined in the
Commitment Letter) are hereby deemed to be references to this Consent and
Agreement.

         Accordingly, each Sprint Party and the Administrative Agent, on behalf
of itself and for the Lenders, hereby agrees as follows:


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         SECTION 1. Consent to Security Interest. In connection with the
transactions contemplated by the Credit Agreement and the other Loan Documents,
(a) Borrower has granted or will grant to the Administrative Agent, for the
benefit of the Lenders, a first priority security interest in and lien upon
substantially all of its assets and property, tangible and intangible, whether
now owned or hereafter acquired or arising, and all proceeds and products
thereof and accessions thereto including but not limited to the Operating
Assets, and a first priority security interest in and pledge of all partnership
interests, membership interests or other equity interests in each Affiliate
(collectively, the "Pledged Equity"), and (b) each Affiliate has granted or
will grant to the Administrative Agent, for the benefit of the Lenders, a first
priority security interest in and lien upon substantially all of its assets and
property, tangible and intangible, whether now owned or hereafter acquired or
arising, and all proceeds and products thereof and accessions thereto,
including but not limited to the Operating Assets, and a first priority
security interest and lien upon the rights of Affiliate in, to and under the
Sprint Agreements. The foregoing security interests, liens and pledges are
referred to collectively as the "Security Interests" and the foregoing assets
and property in which the Administrative Agent, for the benefit of the Lenders,
has been or will be granted a first priority security interest in and lien are
referred to collectively as the "Collateral". In addition to the foregoing,
each of the other affiliated entities of Borrower and each Affiliate have
granted or will grant to the Administrative Agent, for the benefit of the
Lenders, a first priority security interest in and lien upon substantially all
of its assets and property, tangible and intangible, whether now owned or
hereafter acquired or arising, and all proceeds and products thereof and
accessions thereto, which security interests and liens are referred to
collectively as the "Additional Security Interests" and which assets and
property are referred to collectively as the "Additional Collateral." Each
Sprint Party (i) acknowledges notice of the Credit Agreement and the other Loan
Documents, (ii) consents to the granting of the Security Interests in the
Collateral and of the Additional Security Interests in the Additional
Collateral to the Administrative Agent, for the benefit of the Lenders, and
(iii) agrees that (a) neither it nor any subsidiary of Sprint Corporation will
challenge or contest that the Security Interests and the Additional Security
Interests are valid, enforceable and duly perfected first priority security
interests and liens in and to the Collateral and the Additional Collateral, (b)
neither it nor any subsidiary of Sprint Corporation will argue that any such
Security Interest or Additional Security Interest is subject to avoidance,
limitation or subordination under any legal or equitable theory or cause of
action, and (c) so long as an Affiliate's Management Agreement is in effect, it
will not sell, transfer or assign all or part of the Licenses within such
Affiliate's Service Area that such Affiliate has the right to use; provided,
however, that notwithstanding the foregoing, a Sprint Party may at any time
sell, transfer or assign all or part of the Licenses within such Affiliate's
Service Area that such Affiliate has the right to use in accordance with a
transaction allowed under Section 17.15.5 of such Affiliate's Management
Agreement, so long as the buyer, transferee or assignee, as the case may be,
agrees to be bound by the terms of this Consent and Agreement with respect to
the assets bought, transferred and assigned, and a Sprint Party may at any time
sell, transfer or assign its rights and obligations under all of the Alamosa
Management Agreements, Alamosa Services Agreements and any related agreements
to a third party as permitted under such Section 17.15.5.

         Each Sprint Party acknowledges and agrees that (i) Sections 17.15.1
and 17.15.2 of the Alamosa Management Agreements do not apply to the assignment
of any Affiliate's rights under the Alamosa Sprint Agreements to the
Administrative Agent or the Lenders under the Loan Documents or in connection
with a transaction permitted pursuant to this Consent and Agreement to any
other Person pursuant to the Loan Documents or to any other assignment in
connection with any transaction permitted pursuant to this Consent and
Agreement and (ii) Section 17.15.3 of the Alamosa Management Agreements shall
not apply to any Change of Control of any Affiliate in connection with the
exercise by the Administrative Agent of any of its rights or remedies under the
Loan Documents, including without limitation in connection with the sale of the
partnership, membership or shareholder interests of such Affiliate to any
Person or to any other Change of Control of such Affiliate; provided, however,
Section 17.15.3 of the Alamosa Management Agreements shall apply to any such
transaction if such transaction is not with the Administrative Agent or the
Lenders or is not a transaction permitted pursuant to this Consent and
Agreement. It is understood that any assignment described in this Section 1 to
the Administrative Agent or the Lenders is hereby consented to by the Sprint
Parties; provided, that any subsequent assignment by the Administrative Agent
or the Lenders shall be in accordance with the terms of this Consent and
Agreement.

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         SECTION 2. Payments. Upon receipt of the Administrative Agent's
written instructions, each Sprint Party agrees to make all payments (if any) to
be made by it under the Alamosa Sprint Agreements, subject to its rights of
setoff or recoupment with respect to such payments as permitted under Section
10.6 of the Alamosa Management Agreements, to any Affiliate directly to the
Administrative Agent, or otherwise as the Administrative Agent shall direct;
provided, that during the period that Sprint PCS is making such payments
directly to the Administrative Agent or its designee pursuant to this Section
2, Sprint PCS' setoff and recoupment rights under such Section 10.6 shall not
be limited to undisputed amounts. The Administrative Agent hereby agrees that
the Administrative Agent will not give any such written instructions for it to
receive such payments directly from a Sprint Party unless an Event of Default
has occurred under the Credit Agreement and is continuing, and that such
written instructions will require the payments to be redirected with respect to
all (and not fewer than all) of the Affiliates. Such written instructions to
make payments directly to the Administrative Agent shall be effective only so
long as an Event of Default is continuing, and the Administrative Agent will
revoke such instructions promptly following the cure of such Event of Default.
Any payments made by any Sprint Party directly to, or at the direction of, the
Administrative Agent shall fully satisfy any obligation of such Sprint Party to
make payments to any Affiliate under the Alamosa Sprint Agreements to the
extent of such payments.

         SECTION 3. Notice and Effect of Event of Default, Management Agreement
Breach and Event of Termination. The Administrative Agent agrees to provide to
Sprint PCS a copy of any written notice that Administrative Agent sends to
Borrower, promptly after sending such notice, that a Default or an Event of
Default has occurred and is continuing, and Sprint PCS agrees to provide to the
Administrative Agent a copy of any written notice that Sprint PCS sends to an
Affiliate, promptly after sending such notice, that an Event of Termination or
an event that if not cured, or if notice is provided, will constitute an Event
of Termination (each of an Event of Termination and an event that if not cured
would constitute an Event of Termination, a "Management Agreement Breach") has
occurred. The Sprint Parties acknowledge that the Administrative Agent has
informed them that an Event of Termination constitutes an Event of Default
under the Loan Documents, and the Sprint Parties further acknowledge that the
Alamosa Management Agreements do not prohibit Affiliates from curing such an
Event of Default.

         SECTION 4. Event of Default without a Management Agreement Breach.

                  (a) Affiliates Remain as Managers or Interim Manager
         Appointed. Upon and during the continuation of an Event of Default
         when no Management Agreement Breach as to which Sprint PCS has given
         the Administrative Agent notice exists on the original date of
         occurrence of such Event of Default, the Administrative Agent may, by
         prior written notice to Sprint PCS, with respect to the Affiliates,
         (i) allow the Affiliates to continue to act as Managers under their
         respective Sprint Agreements, (ii) appoint Sprint Spectrum to act as
         "Interim Manager" under the Alamosa Sprint Agreements, or (iii)
         appoint a Person other than Sprint Spectrum to act as Interim Manager
         under the Alamosa Sprint Agreements; provided, however, that if the
         Administrative Agent appoints an Interim Manager for one Affiliate,
         then the Administrative Agent appoints such Interim Manager as the
         Interim Manager for each of the other Affiliates. If the
         Administrative Agent initially allows the Affiliates to continue to
         act as Managers under the Alamosa Sprint Agreements, the
         Administrative Agent may later, during a continuation of an Event of
         Default, remove the Affiliates as Managers and take the action
         described above in clauses (ii) and (iii). The date on which a Person
         begins serving as Interim Manager shall be the "Commencement Date."

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                  (b) Sprint Spectrum or Sprint Spectrum Designee as Interim
         Manager. If the Administrative Agent appoints Sprint Spectrum as
         Interim Manager as permitted under Section 4(a), within 14 days after
         its appointment Sprint Spectrum shall accept the position or designate
         another Person (a "Sprint Spectrum Designee") to act as Interim
         Manager under the Alamosa Sprint Agreements for each of the
         Affiliates. The Administrative Agent shall accept Sprint Spectrum and
         any Sprint Spectrum Designee that is then acting as an Other Manager
         (other than an Affiliate) to act as Interim Manager under the Alamosa
         Sprint Agreements. Any Sprint Spectrum Designee that is not an Other
         Manager must be acceptable to the Administrative Agent, which
         acceptance will not be unreasonably withheld. If, within 30 days after
         the Administrative Agent gives Sprint Spectrum notice of its
         appointment as Interim Manager, Sprint Spectrum or a Sprint Spectrum
         Designee does not agree to act as Interim Manager, then the
         Administrative Agent shall have the right to appoint an Administrative
         Agent Designee as Interim Manager in accordance with Section 4(c). At
         the discretion of the Administrative Agent, Sprint Spectrum or the
         Sprint Spectrum Designee shall serve as Interim Manager for up to six
         months from the Commencement Date.

Upon the expiration of its initial six-month period as Interim Manager under
the Alamosa Sprint Agreements, Sprint Spectrum or the Sprint Spectrum Designee
will agree, at the written request of the Administrative Agent, to serve as
Interim Manager for up to six months from such expiration date until the
Administrative Agent gives Sprint Spectrum or the Sprint Spectrum Designee at
least 30 days' written notice of its desire to terminate the relationship;
provided, that the extended period will be for 12 months rather than six months
(for a complete term of 18 months) in the event, as of the date of the initial
appointment, the aggregate number of pops that the Affiliates and all Other
Managers have the right to serve under their respective management agreements
with the Sprint Parties is less than 40 million (such six or 12 month period,
the "Extension Period"). If Sprint Spectrum's or the Sprint Spectrum Designee's
term as Interim Manager is so extended at the request of the Administrative
Agent, then the Administrative Agent agrees that Sprint Spectrum's or the
Sprint Spectrum Designee's right to be reimbursed by an Affiliate promptly for
all amounts previously expended by Sprint Spectrum or the Sprint Spectrum
Designee under Section 11.6.3 of the Management Agreements of such Affiliates
(which expenditures were incurred in accordance with Section 9 of this Consent
and Agreement) shall no longer be subordinated to the Obligations as provided
in Section 9 in this Consent and Agreement, and Sprint Spectrum's or the Sprint
Spectrum Designee's right to be reimbursed by such Affiliate for any expenses
it incurs pursuant to its rights under Section 11.6.3 of the Alamosa Management
Agreements as provided in the Management Agreement (which expenditures were
incurred in accordance with Section 9 of this Consent and Agreement) shall not
be subject to the subordination to the Obligations as provided in Section 9 of
this Consent and Agreement; provided, that Sprint Spectrum or the Sprint
Spectrum Designee's right to be reimbursed for amounts expended under Section
11.6.3 of the Alamosa Management Agreements that in the aggregate exceed the
Reimbursement Limit (as defined in the next sentence) shall remain subordinated
to the Obligations as provided in Section 9 of this Consent and Agreement. The
term "Reimbursement Limit" means the amount equal to 5% of the sum of the
equity plus the long-term debt (i.e., notes that on their face are scheduled to
mature more than one year from the date issued), as reflected on the Borrower's
member's books on a fully-consolidated basis. Borrower and each Affiliate and
Guarantor agrees to promptly pay Sprint Spectrum or the Sprint Spectrum
Designee any amount that Sprint Spectrum or the Sprint Spectrum Designee does
not collect from the applicable Affiliate as permitted under the preceding
sentence within 60 days after such amount is due from such Affiliate.
Notwithstanding any other provision in this Section 4(b) to the contrary,
Sprint Spectrum or the Sprint Spectrum Designee shall not be required to
continue to serve as Interim Manager during the Extension Period at any time
after 30 days following delivery by it to the Administrative Agent of written
notice that Sprint Spectrum or the Sprint Spectrum Designee needs to expend
amounts under Section 11.6.3 of any Management Agreement that Sprint Spectrum
or the Sprint Spectrum Designee reasonably believes will not be reimbursed
based on the projected Collected Revenues for the remainder of the Extension
Period or reimbursed by the Lenders. If it becomes necessary for Sprint
Spectrum or the Sprint Spectrum Designee to expend any amount that it believes
will not be reimbursed or that exceeds the Reimbursement Limit, Sprint Spectrum
or the Sprint Spectrum Designee is not required to incur such expense.

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Upon the termination or expiration of the term of Sprint Spectrum or the Sprint
Spectrum Designee as Interim Manager, the Administrative Agent shall have the
right to appoint a successor Interim Manager in accordance with Section 4(c);
provided, that the Administrative Agent must appoint the same Person to act as
Interim Manager for each of the other Affiliates.

                  (c) Administrative Agent Designee as Interim Manager. If the
         Administrative Agent elects to appoint a Person other than Sprint
         Spectrum to act as Interim Manager under the Alamosa Sprint Agreements
         (an "Administrative Agent Designee") as permitted under Sections
         4(a)(iii) and 4(b), such Administrative Agent Designee must (i) agree
         to serve as Interim Manager for six months unless terminated earlier
         by Sprint PCS because of a material breach by the Administrative Agent
         Designee of the terms of the Sprint Agreements that is not timely
         cured or by the Administrative Agent in its discretion, (ii) meet the
         applicable "Successor Manager Requirements" set forth below in Section
         13, and (iii) agree to comply with the terms of the Alamosa Sprint
         Agreements but will not be required to assume the existing liabilities
         of any Affiliate. In the case of a proposed Administrative Agent
         Designee, Sprint PCS shall provide to the Administrative Agent, within
         10 Business Days after the request therefor, a detailed description of
         all information reasonably requested by Sprint PCS to enable Sprint
         PCS to determine if a proposed Administrative Agent Designee satisfies
         the Successor Manager Requirements. Sprint PCS agrees to inform
         Administrative Agent within 20 days after it receives such information
         respecting such proposed Administrative Agent Designee from the
         Administrative Agent whether such designee satisfies the Successor
         Manager Requirements. If Sprint PCS does not so inform the
         Administrative Agent within such 20-day period, then Sprint PCS shall
         be deemed to agree, for all purposes of this Consent and Agreement,
         that such proposed designee satisfies the Successor Manager
         Requirements. A Person that satisfies the Successor Manager
         Requirements (or is deemed to satisfy such requirements) qualifies
         under the Alamosa Management Agreements to become a Successor Manager,
         unless the Administrative Agent Designee materially breaches the terms
         of any Alamosa Sprint Agreement while acting as Interim Manager or no
         longer meets the Successor Manager Requirements. The Administrative
         Agent Designee may continue to serve as Interim Manager after the
         initial six-month period at the Administrative Agent's discretion, so
         long as the Administrative Agent Designee continues to satisfy the
         Successor Manager Requirements and it does not materially breach the
         terms of the any Alamosa Sprint Agreement. If the Administrative Agent
         Designee materially breaches any Alamosa Sprint Agreements while
         acting as Interim Manager, then Sprint PCS and the Administrative
         Agent have the rights set forth in Section 5; provided, that Sprint
         PCS may not allow an Affiliate to act as the Manager of the Alamosa
         Sprint Agreements without the Administrative Agent's consent.

         SECTION 5. Event of Default Created by a Management Agreement Breach.

                  (a) Affiliate Remains as Manager or Interim Manager
         Appointed. Upon an Event of Default created by a Management Agreement
         Breach or an Event of Termination (so long as at such time an Event of
         Default not created by a Management Agreement Breach or an Event of
         Termination as to which Administrative Agent has given Sprint PCS
         notice is not in existence), Sprint PCS may by prior written notice to
         the Administrative Agent (i) allow each Affiliate to continue to act
         as the Manager under its respective Sprint Agreements if approved by
         the Administrative Agent, (ii) act as Interim Manager under all of the
         Alamosa Sprint Agreements (in the case of Sprint Spectrum) or appoint
         Sprint Spectrum as Interim Manager (in the case of SprintCom or Cox
         License), or (iii) appoint a Sprint Spectrum Designee to act as
         Interim Manager under all of the Alamosa Sprint Agreements as provided
         in paragraph (b) below. If Sprint PCS initially allows the Affiliates
         to continue to act as Managers under the Alamosa Sprint Agreements,
         Sprint PCS may later remove the Affiliates as Managers and take the
         action described above in clauses (ii) and (iii); provided, however,
         that if Sprint PCS acts as Interim Manager or appoints an Interim
         Manager for one Affiliate, then Sprint PCS must act as Interim Manager
         or appoint an Interim Manager for each of the other Affiliates. The
         Administrative Agent shall have no right to appoint an Interim Manager
         when an Event of Default is caused by a Management Agreement Breach or
         an Event of Termination (unless an Event of Default not created by a
         Management Agreement Breach or an Event of Termination is in
         existence), unless Sprint PCS elects not to act as Interim Manager or
         to appoint a Sprint Spectrum Designee with respect to the Affiliate
         that is subject to the Management Agreement Breach or Event of
         Termination.

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                  (b) Sprint Spectrum or Sprint Spectrum Designee as Interim
         Manager. If Sprint Spectrum acts as Interim Manager or designates a
         Sprint Spectrum Designee to act as Interim Manager under the Alamosa
         Sprint Agreements, the Interim Manager shall serve as Interim Manager
         for up to six months from the Commencement Date, at the discretion of
         Sprint Spectrum. The Administrative Agent shall accept Sprint Spectrum
         and any Sprint Spectrum Designee that is then acting as an Other
         Manager (other than an Affiliate) to act as Interim Manager under the
         Alamosa Sprint Agreements. Any Sprint Spectrum Designee that is not
         then acting as an Other Manager must be acceptable to the
         Administrative Agent, which acceptance will not be unreasonably
         withheld.

Upon the expiration of its initial six-month period as Interim Manager under
the Alamosa Sprint Agreements, Sprint Spectrum or the Sprint Spectrum Designee
will agree to serve as Interim Manager for the Extension Period until the
Administrative Agent gives Sprint Spectrum or the Sprint Spectrum Designee at
least 30 days' written notice of its desire to terminate the relationship. If
Sprint Spectrum's or the Sprint Spectrum Designee's term as Interim Manager is
extended, then the Administrative Agent agrees that Sprint Spectrum's or the
Sprint Spectrum Designee's right to be reimbursed by any Affiliate promptly for
all amounts previously expended by Sprint Spectrum or the Sprint Spectrum
Designee under Section 11.6.3 of the Management Agreement of such Affiliate
(which expenditures were incurred in accordance with Section 9 of this Consent
and Agreement) shall no longer be subordinated to the Obligations as provided
in Section 9 of this Consent and Agreement, and Sprint Spectrum's or the Sprint
Spectrum Designee's right to be reimbursed by such Affiliate for any expenses
it incurs pursuant to its rights under Section 11.6.3 of the Alamosa Management
Agreements as provided in the Management Agreement (which expenditures were
incurred in accordance with Section 9 of this Consent and Agreement) shall not
be subject to subordination to the Obligations as provided in Section 9 of this
Consent and Agreement; provided, that Sprint Spectrum's or the Sprint Spectrum
Designee's right to be reimbursed for amounts expended under Section 11.6.3 of
the Alamosa Management Agreements that in the aggregate exceed the
Reimbursement Limit shall remain subordinated to the Obligations as provided in
Section 9 of this Consent and Agreement. Borrower and each Affiliate and
Guarantor agrees to promptly pay Sprint Spectrum or the Sprint Spectrum
Designee any amount that Sprint Spectrum or the Sprint Spectrum Designee does
not collect from the applicable Affiliate as permitted under the preceding
sentence within 60 days after such amount is due from such Affiliate.
Notwithstanding any other provision in this Section 5(b) to the contrary,
Sprint Spectrum or the Sprint Spectrum Designee shall not be required to
continue to serve as Interim Manager during the Extension Period at any time
after 30 days following delivery by it to the Administrative Agent of written
notice that Sprint Spectrum or the Sprint Spectrum Designee needs to expend
amounts under Section 11.6.3 of any Management Agreement that Sprint Spectrum
or the Sprint Spectrum Designee reasonably believes will not be reimbursed
based on the projected Collected Revenues for the remainder of the Extension
Period or reimbursed by the Lenders. If it becomes necessary for Sprint
Spectrum or the Sprint Spectrum Designee to expend any amount that it believes
will not be reimbursed or that exceeds the Reimbursement Limit, Sprint Spectrum
or the Sprint Spectrum Designee is not required to incur such expense.

Upon the termination or expiration of the term of Sprint Spectrum or the Sprint
Spectrum Designee as Interim Manager and with the consent of the Administrative
Agent (which consent shall not be unreasonably withheld or delayed), Sprint
Spectrum shall have the right to appoint a successor Interim Manager in
accordance with Section 5(a).

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                  (c) Administrative Agent Designee as Interim Manager.
         Notwithstanding anything in paragraph (a) above to the contrary, if,
         after Acceleration (as defined in Section 6(a) of this Consent and
         Agreement) and within 30 days after Sprint PCS gives the
         Administrative Agent notice of a Management Agreement Breach, Sprint
         Spectrum does not agree to act as Interim Manager or does not obtain
         the consent of a Sprint Spectrum Designee to act as Interim Manager
         under the Sprint Agreements, or if Sprint Spectrum or the Sprint
         Spectrum Designee gives the Administrative Agent notice of its
         resignation as Interim Manager and Sprint Spectrum fails to appoint a
         successor in accordance with Section 5(b) within 30 days after such
         resignation, the Administrative Agent may appoint an Administrative
         Agent Designee to act as Interim Manager for all of the Affiliates.
         Such Administrative Agent Designee must (i) agree to serve as Interim
         Manager for each of the Affiliates for six months unless terminated
         earlier by Sprint PCS because of a material breach by the
         Administrative Agent Designee of the terms of the Alamosa Sprint
         Agreements or by the Administrative Agent in its discretion, (ii) meet
         the applicable Successor Manager Requirements, and (iii) agree to
         comply with the terms of the Alamosa Sprint Agreements. In the case of
         a proposed Administrative Agent Designee, Sprint PCS shall provide to
         the Administrative Agent, within 10 Business Days after the request
         therefor, a detailed description of all information reasonably
         requested by Sprint PCS to enable Sprint PCS to determine if a
         proposed Administrative Agent Designee satisfies the Successor Manager
         Requirements. Sprint PCS agrees to inform Administrative Agent within
         20 days after it receives such information respecting such proposed
         Administrative Agent Designee from the Administrative Agent whether
         such designee satisfies the Successor Manager Requirements. If Sprint
         PCS does not so inform the Administrative Agent within such 20-day
         period, then Sprint PCS shall be deemed to agree, for all purposes of
         this Consent and Agreement, that such proposed designee satisfies the
         Successor Manager Requirements. A Person that satisfies the Successor
         Manager Requirements qualifies under the Alamosa Management Agreements
         to become a Successor Manager, unless the Administrative Agent
         Designee materially breaches the terms of any Alamosa Sprint Agreement
         while acting as Interim Manager or no longer meets the Successor
         Manager Requirements. The Administrative Agent Designee may continue
         to serve as Interim Manager after the initial six-month period at the
         Administrative Agent's discretion, so long as the Administrative Agent
         Designee continues to satisfy the Successor Manager Requirements and
         it does not materially breach the terms of the Alamosa Sprint
         Agreements. If the Administrative Agent Designee materially breaches
         any Alamosa Sprint Agreements while acting as Interim Manager, then
         Sprint PCS and the Administrative Agent have the rights set forth in
         Section 5; provided, that Sprint PCS may not allow an Affiliate to act
         as the Manager of the Alamosa Sprint Agreements without the
         Administrative Agent's consent.

         SECTION 6. Purchase and Sale of the Operating Assets. Upon the
occurrence and during the continuation of an Event of Default, the following
provisions shall govern the purchase and sale of the Operating Assets:

                                    Page 8
<PAGE>

                  (a) Acceleration of the Obligations Under the Loan Documents.
         In the event the Lenders accelerate the maturity of the Obligations
         under the Loan Documents (an "Acceleration" and, the date thereof, an
         "Acceleration Date"), the Administrative Agent shall give written
         notice thereof to Sprint PCS. Upon receipt of notice of Acceleration,
         Sprint PCS shall have the right, to which right Borrower and each
         Affiliate and Guarantor, by acknowledging this Consent and Agreement,
         expressly agree, to purchase the Operating Assets of all (but not less
         than all) of the Affiliates from Borrower and the Affiliates for an
         amount equal to the greater of (i) 72% of the aggregate amount of the
         Entire Business Value (as defined in the Alamosa Management
         Agreements), of the Affiliates, in each case valued in accordance with
         the procedure set forth in Section 11.7 of the relevant Management
         Agreement (with the assumption that the deemed ownership of the
         Disaggregated License under Section 11.7.3 of the Management Agreement
         includes the transfer of the Sprint PCS customers as contemplated by
         Section 11.4 of the Management Agreement), and (ii) the aggregate
         amount of the Obligations. Sprint PCS shall, within 60 days of receipt
         of notice of Acceleration, give Borrower, each Affiliate and the
         Administrative Agent notice of its intent to exercise the purchase
         right. In the event Sprint PCS gives the Administrative Agent written
         notice of its intent to purchase the Operating Assets of all of the
         Affiliates, the Administrative Agent agrees that it shall not enforce
         its Security Interests in the Collateral until the earlier to occur of
         (i) expiration of the period consisting of 120 days after the
         Acceleration Date (or such later date that shall be provided for in
         the purchase agreement and acceptable to the Administrative Agent in
         its discretion to close the purchase of the Operating Assets) or (ii)
         receipt by Administrative Agent, Borrower and each Affiliate from
         Sprint PCS of written notice that Sprint PCS has determined not to
         proceed with the closing of the purchase of such Operating Assets for
         any reason. If after the 120-day period after the Acceleration Date,
         Borrower or an Affiliate receives any purchase offer for the Operating
         Assets of one or more Affiliates or the Pledged Equity of one or more
         Affiliates that is confirmed in writing by Borrower or such Affiliates
         to be acceptable to Borrower or such Affiliates, Sprint PCS shall have
         the right, subject to the consent of the Administrative Agent, to
         purchase such Operating Assets or such Pledged Equity, as the case may
         be, on terms and conditions at least as favorable to Borrower and such
         Affiliates as the terms and conditions proposed in such offer so long
         as within 14 Business Days after Sprint PCS's receipt of such other
         offer Sprint PCS offers to purchase such Operating Assets or such
         Pledged Equity and so long as the conditions of Sprint PCS's offer and
         the amount of time it will take Sprint PCS to effect such purchase is
         acceptable to Borrower or such Affiliates and the Administrative
         Agent. Any such offer shall be confirmed in writing by the third party
         offeror. In the event Sprint PCS exercises its rights under this
         Section 6(a), (i) Borrower and the Affiliate shall sell (and, if
         necessary, cause their Related Parties to sell) such Operating Assets
         or such Pledged Equity to Sprint PCS, (ii) the Administrative Agent
         and the Lenders shall consent to such purchase and sale provided that
         the proceeds thereof shall be sufficient to repay the aggregate amount
         of the Obligations, and (iii) Sprint PCS shall make all payments to be
         made under this Section 6(a) to Administrative Agent for its
         application against the Obligations and any additional amounts shall
         be paid to Borrower or the Affiliate or other owner of the assets sold
         unless otherwise required by law or by this Consent and Agreement. The
         purchase right of the Sprint Parties under this Section 6(a) shall be
         in substitution of the purchase rights of the Sprint Parties under
         Section 11.6.1 of the Alamosa Management Agreements. If Sprint PCS
         purchases such Operating Assets or such Pledged Equity as permitted
         under this Section 6(a), the Administrative Agent and the Guarantors
         will release or assign their interests in the Collateral, the
         Additional Collateral and the Guarantee Document as described below in
         Section 6(e) upon payment in full of the aggregate amount of the
         Obligations and the termination of all Commitments to advance credit
         under the Credit Agreement.



                                    Page 9
<PAGE>

                  (b) Sale of Operating Assets to Third Parties. If the Sprint
         Parties do not purchase the Operating Assets of each of the Affiliates
         after an Acceleration as described above in Section 6(a), the
         Collateral may be sold as follows:

                           (i) Sale to Successor Manager. The Collateral may be
         sold by the Administrative Agent (in its sole discretion) in the
         exercise of certain of its rights and remedies as a secured party
         under the Loan Documents or by Borrower or an Affiliate, at the
         discretion of the Administrative Agent, to a person that satisfies the
         Successor Manager Requirements. Sprint PCS shall provide to the
         Administrative Agent, with a copy to Borrower, within 10 Business Days
         after the request therefor, a detailed description of all information
         reasonably requested by Sprint PCS to enable Sprint PCS to determine
         if a proposed buyer satisfies the Successor Manager Requirements.
         Sprint PCS agrees to inform the Administrative Agent and Borrower
         within 20 days after it receives such information respecting such
         proposed buyer from the Administrative Agent whether such designee
         satisfies the Successor Manager Requirements. If Sprint PCS does not
         so inform the Administrative Agent within such 20-day period, then
         Sprint PCS shall be deemed to agree, for all purposes of this Consent
         and Agreement, that such proposed designee satisfies the Successor
         Manager Requirements. If the proposed buyer satisfies the Successor
         Manager Requirements (or is deemed to satisfy such requirements) and
         wishes to become a "Successor Manager", the buyer must agree to be
         bound by the Sprint Agreements; provided, that buyer shall have no
         responsibility or liability for any liability to any Person other than
         a Sprint Party and Related Party of Sprint PCS arising out of an
         Affiliate's operations prior to the date buyer becomes bound by the
         Sprint Agreements. In such case the Sprint Agreements shall remain in
         full force and effect with the buyer as Successor Manager and this
         Consent and Agreement shall remain in full force and effect for the
         benefit of the Successor Manager and any Person providing senior
         secured debt financing to such Successor Manager if required by such
         Person. Sprint PCS agrees, with respect to any past failure of an
         Affiliate to perform any obligation under the Sprint Agreements, that
         the Successor Manager shall have the same amount of time to perform
         such obligation that such Affiliate had under the Sprint Agreements,
         with the performance period commencing on the date on which the buyer
         becomes a Successor Manager. Sprint PCS shall permit the performance
         period set forth in the Management Agreement to be extended for such
         period of time that Sprint PCS believes is reasonable to allow
         Successor Manager to perform such unperformed obligations.

                           (ii) Sale to Other than Successor Manager. The
         Collateral may be sold pursuant to the exercise by the Administrative
         Agent or the Lenders of their rights and remedies under the Loan
         Documents or by Borrower or the Affiliates, at the discretion of the
         Administrative Agent (subject to requirements of applicable law) to a
         person that does not satisfy the Successor Manager Requirements or to
         a person that does not wish to become a Successor Manager, but only
         under the following conditions:

                                    (A) the Sprint Parties may terminate
         the Sprint Agreements with such buyer following the closing of such
         purchase (and the Administrative Agent and the buyer shall have no
         rights thereto or thereunder with respect to events occurring after
         the closing of such purchase);

                                    (B) the buyer may purchase the
         Disaggregated License as described below in Section 6(b)(iv) and with
         the Disaggregated License having the characteristics described in the
         definition thereof; and



                                    Page 10
<PAGE>

                                    (C) the purchase agreement with the
         buyer contains the requirements set forth in Section 6(c) of this
         Consent and Agreement.

                           (iii) Confidentiality Agreement. Before any
         potential buyer is provided Confidential Information respecting the
         potential purchase of any of the Collateral (which buyer shall be
         entitled to receive), the potential buyer shall execute a
         confidentiality agreement in the form attached as Exhibit A with such
         changes thereto as may be reasonably requested by the parties to the
         agreement; provided, however, in the event the potential buyer does
         not satisfy the Successor Manager Requirements or has notified
         Borrower, Sprint PCS or the Administrative Agent that it does not
         intend to be a Successor Manager, Confidential Information that
         constitutes or relates to any technical, marketing, financial,
         strategic or other information concerning any of the Sprint Parties
         and that does not pertain to the businesses of the Affiliates shall
         not be permitted to be provided to such potential buyer.

                           (iv) Sale of Disaggregated Licenses. Sprint PCS will
         sell Disaggregated Licenses as follows when required under Section
         6(b)(ii)(B):

                                    (A) If a buyer wishes to purchase
         spectrum in connection with its purchase of any Operating Assets, it
         will purchase such spectrum from an Affiliate and Sprint PCS as
         follows. The buyer will purchase from such Affiliate or its Related
         Parties any licenses that such Affiliate or such Related Parties own
         (the "Affiliate's Licenses"). If such Affiliate's Licenses were not
         being used to operate the Service Area Network, Sprint PCS will
         reimburse the buyer for the microwave relocation costs incurred to
         clear the spectrum bought from such Affiliate or its Related Parties
         that the buyer will need to use to operate the Service Area Network as
         constructed on the date that the buyer purchases such Operating
         Assets. If the buyer does not meet the FCC requirements to buy such
         Affiliate's Licenses, the buyer will seek a waiver from the FCC of the
         restrictions that prohibit the buyer's ownership of such licenses.
         While any such FCC application is pending and while the buyer is
         clearing the microwave from an Affiliate's spectrum, the buyer may
         continue to use Sprint PCS' Spectrum on which the Service Area Network
         operates. Sprint PCS will sell its Disaggregated Licenses as described
         in Sections 6(b)(iv)(B), 6(b)(iv)(C) and 6(b)(iv)(D) only in those
         BTAs in which (1) such Affiliate or its Related Parties do not own a
         license or the obligation to sell the license is unenforceable, (2)
         the FCC will not approve the transfer of such Affiliate's License to
         the buyer, or (3) Sprint PCS determines that it does not wish to
         reimburse the buyer for the cost of the microwave relocation.

                                    (B) If the buyer, an entity with
         respect to which such buyer directly or indirectly through one or more
         persons owns the total voting power or at least 50% of the total
         voting power or at least 50% of the total equity (a "controlled
         entity"), an entity that directly or indirectly through one or more
         persons has a parent entity that owns at least 50% of the voting power
         or at least 50% of the total equity of both the buyer and the common
         controlled entity (a "common controlled entity"), owns a license to
         provide wireless service to at least 50% of the pops in a BTA with
         respect to which such buyer proposes to purchase Spectrum (each a
         "Restricted Party" with respect to such BTA), the buyer may buy only 5
         MHZ of Spectrum from Sprint PCS for such BTA.

                                    (C) If the buyer is not a Restricted
         Party for a BTA with respect to which such buyer proposes to purchase
         Spectrum, and either does not satisfy the Successor Manager
         Requirements (other than those set forth in Section 13(b) of this
         Consent and Agreement) or does not wish to be a Successor Manager,
         then the buyer may buy 5 MHZ, 7.5 MHZ or 10 MHZ of Spectrum from
         Sprint PCS as the buyer determines in its sole discretion.



                                    Page 11
<PAGE>

                                    (D) If Sprint PCS sells a Disaggregated
         License to a buyer as required under this Section 6(b)(iv), the buyer
         must pay a price equal to the sum of (1) the original cost of the
         applicable License to Sprint PCS pro rated on a pops and spectrum
         basis, plus (2) the microwave relocation costs paid by Sprint PCS
         attributable to clearing the Spectrum in the Disaggregated License,
         plus (3) the amount of carrying costs to Sprint PCS attributable to
         such original cost and microwave relocation costs from the date of
         this Consent and Agreement to and including the date on which the
         Disaggregated License is transferred to the buyer, based on a rate of
         12 percent per annum.

                  (c) No Direct Solicitation of Customers. Upon the sale of the
         Collateral or the Disaggregated License in accordance with this
         Consent and Agreement pursuant to Section 6(b)(ii), then the Sprint
         Parties agree to transfer to the buyer thereof the customers with a
         MIN assigned to the Service Area covered by the Disaggregated License,
         but Sprint PCS shall retain the customers of a national account and
         any resellers who are then party to a resale agreement with Sprint
         PCS. Each Sprint Party agrees to take all actions reasonably requested
         by the buyer of the Collateral to fully transfer to such purchaser
         such customers. Each Sprint Party agrees that neither it nor any of
         its Related Parties will directly or indirectly solicit, for six
         months after the date of transfer, the customers with a MIN assigned
         to the Service Area covered by the Disaggregated License; provided,
         that Sprint PCS retains the customers of a national account and any
         resellers that have entered into a resale agreement with Sprint PCS,
         Sprint PCS may advertise nationally, regionally and locally, and
         engage direct marketing firms to solicit customers generally. If the
         buyer continues to operate the purchased assets as a wireless network
         in the same geographic area on a network that is technologically
         compatible with Sprint PCS's network, the buyer and Sprint PCS shall
         each agree to provide roaming services to the other (in the case of
         Sprint PCS, the roaming services shall be provided to those customers
         of buyer in the geographic area serviced by the Disaggregated License
         roaming nationally and, in the case of buyer, the roaming services
         shall be provided to those customers of Sprint PCS roaming in the
         geographic area covered by the Disaggregated License) pursuant to a
         roaming agreement to be entered into between buyer and Sprint PCS and
         to be mutually agreed upon so long as such agreement is based on
         Sprint PCS's then standard roaming agreement used by Sprint PCS in the
         industry and the price that each party shall pay the other party for
         roaming services provided to the first party shall be a price equal to
         the lesser of: (1) MFN Pricing provided by buyer to third parties
         roaming in the geographic area serviced by the Disaggregated License;
         and (2) the national average paid by Sprint PCS to third parties for
         Sprint PCS's customers to roam in such third parties' geographic areas
         (including Other Managers). Such obligations with respect to roaming
         shall continue until such roaming agreement is terminated pursuant to
         its terms. The buyer shall agree in writing that if it continues to
         operate the purchased assets as a wireless network in the same
         geographic area on a network that is technologically compatible with
         Sprint PCS's network, the buyer shall, to the extent required by law,
         provide resale to Sprint PCS in the geographic area covered by the
         Disaggregated License at the MFN Pricing that buyer charges third
         parties who purchase resale from buyer; provided, however, if buyer is
         not offering resale to any other customers then pricing of resale
         provided to Sprint PCS shall be as mutually agreed; and provided,
         further, however, whether or not buyer is required by law to offer
         such resale, buyer shall offer such resale (on the terms described in
         this sentence) to national customers of Sprint PCS.

                  (d) Deferral of Portion of Collected Revenues. (i) Under
         Section 10.1.1 of each Management Agreement, Sprint PCS retains 8% of
         the Collected Revenues on a weekly basis (the "Retained Amount").
         Following an Acceleration and for up to two years after such
         Acceleration, Sprint PCS shall retain only one half of the Retained
         Amount with respect to each Affiliate, and the remaining one half of
         the Retained Amount shall be advanced to the relevant Affiliate (or,
         if so directed by the Administrative Agent pursuant to Section 2
         hereof, to the Administrative Agent) at the time the weekly fee
         provided under Section 10.1.1 of the relevant Management Agreement is
         paid; provided, that after the first anniversary of the Acceleration
         Date, Sprint PCS shall retain the entire Retained Amount of each
         Affiliate if Sprint PCS is not serving as the Interim Manager.



                                    Page 12
<PAGE>

                           (ii) The portion of the Retained Amount advanced to
         any Affiliate (or, if so directed by the Administrative Agent pursuant
         to Section 2 hereof, to the Administrative Agent) (the "Deferred
         Amount") shall be evidenced by a promissory note executed by such
         Affiliate contemporaneously with this Consent and Agreement in the
         form of Exhibit B hereto (the "Deferred Amount Note").

                           (A) Amounts will be drawn on the Deferred Amount
                  Note each time Sprint PCS advances a Deferred Amount to such
                  Affiliate or the Administrative Agent.

                           (B) The Deferred Amount Note will bear interest at a
                  rate equal to the greatest of (I) the average interest rate
                  of Borrower's secured debt, (II) the average rate of
                  Borrower's unsecured debt, and (III) Sprint PCS' cost of
                  capital.

                           (C) The Deferred Amount Note shall mature on the
                  earlier of (I) the date on which a Successor Manager is
                  qualified and assumes such Affiliate's rights and obligations
                  under the Sprint Agreements, and (II) the date on which the
                  Operating Assets are purchased by a third-party buyer, or on
                  which a stock or other equity acquisition, merger,
                  consolidation or other transaction resulting in the indirect
                  transfer of the Operating Assets to a third-party buyer (an
                  "Indirect Transfer") is consummated.

                           (iii) In the event a Successor Manager assumes any
         of the obligations of an Affiliate under the Sprint Agreements, such
         Successor Manager shall also assume the obligations under the Deferred
         Amount Note. In the event that the Operating Assets of any Affiliates
         are sold to a third party buyer or an Indirect Transfer is
         consummated, the obligations of such Affiliate under the Deferred
         Amount Note shall be subordinate to Borrower's obligations to its
         secured lenders.

                           (iv) After the two-year anniversary of the
         Acceleration, or earlier if a Successor Manager is appointed or if
         Sprint PCS is not serving as the Interim Manager, Sprint PCS will
         again retain the full Retained Amount.

                   (e) Payment of Obligations; Release and Assignment of Rights.
         The term "Obligations" means the amount equal to the Obligations, after
         taking into consideration any amounts received from the Guarantors.

                  If Sprint PCS purchases the Operating Assets of the
Affiliates or the Pledged Equity as permitted under Section 6(a) or Section 10,
and the Obligations have been paid in full and the Credit Agreement and all
Commitments have terminated or been assigned to a Sprint Party: (i) the
Guarantors will have no right to any amounts paid by Sprint PCS pursuant to
such purchase (except to the extent such purchase is pursuant to Section 6(a)
and the amount paid by Sprint PCS exceeds the amount of the Obligations and is
not payable to other creditors of Borrower or an Affiliate); (ii) the
Administrative Agent will, at the election of Sprint PCS, either release or
assign to Sprint PCS all Security Interests in the Collateral and all
Additional Security Interests in the Additional Collateral and release or
assign to Sprint PCS all rights related to the Loan Documents and the Guarantee
Documents and all future payments under the Loan Documents and the Guarantee
Documents; and (iii) the Guarantors will, at the election of Sprint PCS,
release or assign to Sprint PCS, any and all rights they have against the
Collateral and the Additional Collateral or arising out of any payment to the
Administrative Agent or any Sprint Party with respect to the Loan Documents or
the Guarantee Documents.



                                    Page 13
<PAGE>

         SECTION 7. No Limits on Remedies. Nothing contained in this Consent
and Agreement shall limit any rights of the Administrative Agent or Lenders to
Accelerate. Except as expressly provided herein, nothing contained in this
Consent and Agreement shall limit any rights or remedies that the
Administrative Agent or the Lenders may have under the Loan Documents or
applicable law. The Administrative Agent may not sell, lease, assign, convey or
otherwise dispose of the Collateral other than as permitted under this Consent
and Agreement.

         SECTION 8. Rights and Obligations of Interim Manager. The Interim
Manager may collect a reasonable management fee for its services; provided,
that if Sprint Spectrum or a Related Party of Sprint PCS acts as Interim
Manager, such management fee shall not exceed the direct expenses relating to
Sprint Spectrum or such Related Party employees for the actual time spent by
such employees when performing the function of Interim Manager and Sprint
Spectrum's or such Related Party's out-of-pocket expenses. Such direct expenses
shall include such employees' salaries and benefits, and the out-of-pocket and
accrued expenses allocated to such employees. If Sprint Spectrum is the Interim
Manager, the management fee will be paid out of the 92% Management Fee that
Sprint PCS pays under each of the Alamosa Management Agreements, and will be in
addition to the fees it receives under the Alamosa Services Agreements. Sprint
PCS shall collect such management fee by setoff against the fees and any other
amounts payable to an Affiliate under the Sprint Agreements. The Interim
Manager will be required to operate each of the Service Area Networks in
accordance with the terms of the Alamosa Sprint Agreements and will be subject
to all of the requirements and obligations of such agreements, but will not be
required to assume the existing liabilities of any Affiliate.

         SECTION 9. Rights to Cure. Neither the provisions of this Consent and
Agreement nor any action of the Administrative Agent or any Sprint Party shall
require the Administrative Agent, any Lender or any Sprint Party to cure any
default of any Affiliate under the Alamosa Sprint Agreements or to perform
under Alamosa the Sprint Agreements, but shall only give it the option to do so
except to the extent otherwise required by this Consent and Agreement. Sprint
PCS may exercise its rights under Section 11.6.3 of the Alamosa Management
Agreements upon an Event of Termination, whether such situation arises while an
Affiliate, Sprint Spectrum, an Administrative Agent Designee or a Sprint
Spectrum Designee is acting as Interim Manager and notwithstanding any other
provision of this Consent and Agreement; provided, that the right to
reimbursement for any expenses incurred in connection with such cure shall be
unsecured and until such time as the Obligations have been paid in full in cash
and all commitments to advance credit under the Credit Agreement have
terminated or expired, the Person or Persons entitled thereto shall not receive
such reimbursement, except as specifically provided in Section 4(b) or Section
5(b) of this Consent and Agreement. Sprint PCS shall not be permitted to deduct
or setoff from its payments to an Affiliate any such amounts it is not entitled
to receive under this Section and shall not take any action of any type to
attempt to collect such reimbursement and the failure to be so reimbursed shall
not constitute a Management Agreement Breach. In the event that Sprint PCS
receives any payments or distributions that it is not entitled to receive under
this Section, such payments shall be held in trust for, and promptly turned
over to, the parties entitled thereto. If Sprint PCS has designated a third
party to take action under Section 11.6.3 of the Alamosa Management Agreements,
before taking any such action such third party shall enter into an agreement
with Administrative Agent providing that such third party agrees to the
provisions of this Section 9 as if it were a party hereto. Until such time as
the Obligations have been paid in full in cash and all commitments to advance
credit under the Credit Agreement have terminated or expired, Sprint PCS shall
not be entitled to exercise any other remedies under the Alamosa Sprint
Agreements, including, without limitation, the remedy of terminating the
Alamosa Sprint Agreements (except to the extent permitted under Sections
6(b)(ii)(A) and 12 of this Consent and Agreement) or the remedy of withholding
any payment set forth in Section 10 of the Alamosa Management Agreements
(subject to Sprint PCS's rights of setoff or recoupment with respect to such
payments as permitted under Sections 2, 4(b), 5(b) and 9 of this Consent and
Agreement). Until such time as the Obligations have been paid in full in cash
and all commitments to advance credit under the Credit Agreement have
terminated or expired, notwithstanding anything to the contrary contained in
Section 2.3 of the Alamosa Management Agreements, in no event shall any Person
other than an Affiliate or a Successor Manager be a manager or operator for
Sprint PCS with respect to the Wireless Mobility Communications Network in any
Service Area and neither Sprint PCS nor any of its Related Parties shall own,
operate, build or manage another Wireless Mobility Communications Network in
any Service Area, except to the extent provided in Sections 2.3(a), (b), (c) or
(d) of the Alamosa Management Agreements and except to the extent that the
Alamosa Sprint Agreements are terminated in accordance with Section 6(b)(ii)(A)
of this Agreement. The Administrative Agent acknowledges and agrees that Sprint
PCS shall also have the right to cure an Event of Default or to assist an
Affiliate in curing an Event of Default but only to the extent Borrower has the
right to so cure under the Loan Documents, as applicable (it being understood
that the act of Sprint PCS curing an Event of Default shall not constitute an
independent Event of Default unless the act itself would otherwise constitute a
Default (e.g. a sale of assets not otherwise permitted by the Loan Documents)),
including but not limited to Sprint PCS's providing Borrower the funds
necessary to operate or meet certain financial covenants in the Loan Documents.
The Administrative Agent shall have the right to cure any Management Agreement
Breach.



                                    Page 14
<PAGE>

         SECTION 10. Sprint PCS's Right to Purchase Obligations, Operating
Assets, or Pledged Equity.



                   (a) Following the Acceleration Date and until the 60-day
         anniversary of the filing of a bankruptcy petition by or with respect
         to any of Borrower or the Affiliates, Sprint PCS shall have the right
         to purchase the Obligations under, and as defined in, the Credit
         Agreement, by repaying the Obligations in full in cash. In the event
         that Sprint PCS purchases the Obligations within 60 days immediately
         following the earlier of (i) the Acceleration Date and (ii) the date of
         the filing of the first bankruptcy petition by or with respect to any
         of Borrower or the Affiliates, Sprint PCS may in lieu of purchasing the
         total amount of the Obligations, purchase all Obligations other than
         the accrued interest with respect thereto for a purchase price equal to
         the amount of the Obligations other than such accrued interest and any
         fees and expenses that are unreasonable, in which case, such accrued
         interest and unreasonable fees and expenses shall remain due and owing
         by Borrower to the Lenders. For clarity, the time period within which
         Sprint PCS shall have the right to purchase the Obligations under this
         Section 10(a) or the Operating Assets or Pledged Equity under Section
         10(b) shall commence when the first bankruptcy petition in respect of
         Borrower or any Affiliate shall be filed, and such time period shall
         not be restarted by any subsequent filing of a bankruptcy petition in
         respect of any other Affiliate or, if the first such petition was filed
         in respect of an Affiliate, the Borrower.

                   (b) In the event that the Administrative Agent acquires the
         Operating Assets or takes title to the Pledged Equity, Sprint PCS shall
         have the right to purchase the Operating Assets or the Pledged Equity
         from the Administrative Agent during the limited period of time
         provided in and otherwise in accordance with this Section 10(b) by
         paying to the Administrative Agent in cash an amount equal to the sum
         of the aggregate amount paid (by credit against the Obligations or
         otherwise) by the Administrative Agent or the Lenders for the Operating
         Assets or Pledged Equity, as the case may be, plus the aggregate amount
         of any remaining unpaid Obligations. Administrative Agent shall give
         Sprint PCS notice of any acquisition of the Operating Assets or the
         Pledged Equity by the Administrative Agent promptly following the date
         of final consummation of such acquisition (the "Acquisition Notice").
         Sprint PCS shall, within 60 days of receipt of a valid Acquisition
         Notice, give the Administrative Agent (and Borrower in the case of a
         purchase of the Pledged Equity) notice of its intent to exercise its
         purchase right under this Section 10(b). In the event Sprint PCS gives
         the Administrative Agent written notice of its intent to purchase the
         Operating Assets or the Pledged Equity, the Administrative Agent agrees
         that it shall provide Sprint PCS the right to purchase the Operating
         Assets or Pledged Equity, as the case may be, until the earlier to
         occur of (i) expiration of the period consisting of 120 days after
         Sprint PCS' receipt of a valid Acquisition Notice (or such later date
         that shall be provided for in the purchase agreement and acceptable to
         the Administrative Agent in its sole discretion to close the purchase
         of the Operating Assets or Pledged Equity) or (ii) receipt by
         Administrative Agent from Sprint PCS of written notice that Sprint PCS
         has determined not to proceed with the closing of the purchase of the
         Operating Assets or Pledged Equity. If Sprint PCS at any time purchases
         the Operating Assets or Pledged Equity as permitted under this Section
         10, the Administrative Agent and the Guarantors will release or assign
         their interest in the Collateral, the Loan Documents and the Guaranty
         Documents as described in Section 6(e) upon payment in full of the
         aggregate amount of the Obligations. Notwithstanding the foregoing, in
         the event that a bankruptcy petition is filed by or with respect to any
         Affiliate, Sprint PCS shall again have the right to purchase the
         Operating Assets or the Pledged Equity from the Administrative Agent by
         repaying the Obligations in full in cash, by giving the Administrative
         Agent notice of its intent to exercise such purchase right no later
         than 60 days following the date of filing of the first such bankruptcy
         petition in respect of any of the Affiliates. In the event Sprint PCS
         gives the Administrative Agent written notice of its intent to purchase
         the Operating Assets or the Pledged Equity, the Administrative Agent
         agrees that it shall provide Sprint PCS the right to purchase the
         Operating Assets or the Pledged Equity for 120 days from the date of
         filing of the bankruptcy petition; provided, that if the purchase
         requires bankruptcy court approval, then Sprint PCS shall diligently
         seek to obtain such approval and such period within which Sprint PCS
         shall consummate the purchase shall be extended until the earliest of
         (i) the later of 120 days from the date of filing of the bankruptcy
         petition or 5 days after Sprint PCS receives such bankruptcy court
         approval, (ii) the date on which an order is issued by a court with
         competent jurisdiction that denies Sprint PCS' application for such
         approval and such order may no longer be appealed by Sprint PCS, (iii)
         the date on which Sprint PCS gives the Administrative Agent written
         notice that Sprint PCS has determined not to proceed with such
         purchase, and (iv) the date on which an order is issued by a court with
         competent jurisdiction that approves the sale of the Operating Assets
         or the Pledged Equity to a third party and such order may no longer be
         appealed by Sprint PCS.



                                    Page 15
<PAGE>

                   (c) If at any time during the period described in Section
         10(a) or 10(b) above or thereafter the Administrative Agent receives
         any purchase offer for the Operating Assets, the Pledged Equity or the
         Obligations, as applicable, that is acceptable to the Administrative
         Agent, the Administrative Agent shall exercise reasonable efforts to
         obtain the consent of the offeror to deliver a copy of such offer to
         Sprint PCS and Sprint PCS shall have the right to purchase the
         Operating Assets, the Pledged Equity or the Obligations, as applicable,
         on terms and conditions at least as favorable to the Administrative
         Agent as the terms and conditions proposed in such offer so long as
         within 14 Business Days after Sprint PCS's receipt of such other offer
         Sprint PCS offers to purchase the Operating Assets, the Pledged Equity
         or the Obligations, as applicable, and so long as the conditions of
         Sprint PCS's offer and the amount of time it will take Sprint PCS to
         effect such purchase is acceptable to the Administrative Agent and the
         Lenders.

                   (d) If Sprint PCS at any time purchases the entirety of the
         Obligations as provided in this Section 10, the Administrative Agent
         shall assign and transfer or cause the Lenders to assign and transfer
         to Sprint PCS all rights and interests in, to and under all of the Loan
         Documents, including but not limited to all security interests, liens,
         financing statements, guaranties (including the Guarantee Documents)
         and other credit enhancements related to such Loan Documents, and all
         rights and claims thereunder (collectively referred to as the "Loan
         Document Rights"). If Sprint PCS purchases all Obligations other than
         accrued interest (as permitted in the second sentence of Section 10(a)
         above), then the Administrative Agent shall assign and transfer or
         cause the Lenders to assign and transfer to Sprint PCS all Loan
         Document Rights, except that if Sprint PCS receives payment in full of
         all Obligations due under the Loan Documents (including the amount it
         did not pay the Administrative Agent, as permitted in the second
         sentence of Section 10(a) above), it shall pay such amount to the
         Administrative Agent unless the Administrative Agent has already
         received payment of such amount. If Sprint PCS at any time purchases
         the entirety or less than all of the Obligations, the Guarantors will
         release any and all rights they have against the Collateral or arising
         out of any payment to the Administrative Agent or any Sprint Party with
         respect to the Loan Documents or their Guaranty Documents.

         SECTION 11. Foreclosure. Upon the Administrative Agent or any Lender
or any other Person that meets the Successor Manager Requirements acquiring the
Operating Assets and the Sprint Agreements of an Affiliate, then such Person
shall be entitled to exercise any and all rights of an Affiliate under such
Sprint Agreements in accordance with the terms of such Sprint Agreements and
each Sprint Party will thereupon comply in all respects with such exercise by
such Person and perform its obligations under such Sprint Agreements and this
Consent and Agreement for the benefit of such Person. Each Sprint Party agrees
that the Administrative Agent or any Lender may (but shall not be obligated
to), subject to and in accordance with the terms of this Consent and Agreement,
assign its rights and interests acquired in the Operating Assets and the Sprint
Agreements of an Affiliate to any buyer or transferee thereof and, in the event
the buyer wishes to become a party to such Sprint Agreements and such buyer
satisfies the Successor Manager Requirements, such buyer shall be bound by such
Sprint Agreements; provided, that buyer shall have no responsibility or
liability to any Person other than a Sprint Party and a Related Party of a
Sprint Party arising out of such Affiliate's operations prior to the date buyer
becomes bound by such Sprint Agreements. In such case such Sprint Agreements
shall remain in full force and effect with the buyer as Successor Manager and
this Consent and Agreement shall remain in full force and effect for the
benefit of the Successor Manager and any Person providing senior secured debt
financing to such Successor Manager if required by such Person. Sprint PCS
agrees, with respect to any past failure of an Affiliate to perform any
obligation under the Sprint Agreements, that the Successor Manager shall have
the same amount of time to perform such obligation that an Affiliate had under
the Sprint Agreements, with the performance period commencing on the date on
which the buyer becomes a Successor Manager. Sprint PCS shall permit the
performance period set forth in the Management Agreement to be extended for
such period of time that Sprint PCS believes is reasonable to allow Successor
Manager to perform such unperformed obligations.



                                    Page 16
<PAGE>

         SECTION 12. Trademarks and Service Marks. In the event the
Administrative Agent forecloses on its security interest in any of the License
Agreements and transfers such License Agreements to a Person who does not meet
the Successor Manager Requirements, then Sprint PCS shall have the right to
terminate such License Agreements and cause the Administrative Agent to release
its security interest in such License Agreements immediately prior to such
transfer.

         SECTION 13. Interim Manager and Successor Manager Requirements. To
qualify as an Interim Manager or a Successor Manager, the Person must satisfy
each of the following "Successor Manager Requirements," as applicable:

                  (a) The Person must not during the three-year period
         immediately preceding the date of determination have materially
         breached any material agreement with Sprint Spectrum or its Related
         Parties that resulted in the exercise of a termination right or in the
         initiation of judicial or arbitration proceedings;

                  (b) The Person must not be one of the Persons identified on
         Schedule 13 (a "Schedule 13 Person"); provided, that no Other Manager
         under any Sprint PCS Management Agreement may be identified on
         Schedule 13;

                  (c) In the case of a Successor Manager, the Person must meet
         a reasonable Person's credit criteria (taking into consideration the
         circumstances), it being understood that such criteria is satisfied if
         the financial projections contained in the business plan such Person
         submits to Sprint PCS shows the ability to service its indebtedness
         and meet the build-out requirements contained in the Build-out Plan;
         and

                  (d) The Person must agree to be bound by the terms of the
         Sprint Agreements as if an original party thereto; provided, in the
         case of an Interim Manager, the Person must also execute a separate
         confidentiality agreement in the form attached as Exhibit A with such
         changes thereto as may be reasonably requested by the parties to the
         agreement, but the Person is not required to assume the existing
         liabilities of an Affiliate.

         The Administrative Agent, each Lender and each of their wholly-owned
subsidiaries or entities who wholly-own such entities shall be deemed to
satisfy Sections 13(a), (b) and (c) of the preceding "Successor Management
Requirements".

         SECTION 14. Management Agreement. Sprint PCS agrees that it will not
exercise its right under any Management Agreement to purchase the Operating
Assets of an Affiliate or to sell the Disaggregated License to an Affiliate if
before, or after giving effect to such exercise, there would exist a Default or
Event of Default under the Credit Agreement, unless Sprint PCS pays the
aggregate amount of the Obligations as a condition of the exercise of such
right and the Credit Agreement shall have been terminated in connection with
such payment. Sprint PCS agrees that until the Obligations have been paid in
full in cash and all commitments to advance credit under the Credit Agreement
have terminated or expired, a failure to pay any amount by any Related Party of
an Affiliate under any agreement with Sprint PCS or any of its Related Parties
(other than the Management Agreement, the Services Agreement or the License
Agreements) shall not constitute a Management Agreement Breach for any purpose.
Subject to regulatory approval in connection with any such sale, Sprint PCS
agrees that it shall always maintain the ability to sell the Disaggregated
License in accordance with this Consent and Agreement. Sprint PCS shall own at
least 10 MHZ of Spectrum in each Service Area until the first to occur of the
following events: (i) the Obligations have been paid in full in cash and all
commitments to advance credit under the Credit Agreement have terminated or
expired, (ii) the sale by Sprint PCS of the Spectrum pursuant to this Consent
and Agreement shall be effected, (iii) the sale of the Operating Assets
pursuant to this Consent and Agreement, and (iv) the termination of the Alamosa
Management Agreements. Sprint PCS acknowledges that the financing provided to
Borrower pursuant to the Loan Documents complies with Section 1.7 of each of
the Alamosa Management Agreements, as amended ("Section 1.7"), and that Section
11.3.6 of each of the Alamosa Management Agreements shall no longer be
applicable with respect to such Affiliate so long as Borrower makes the capital
contributions to the Affiliates in the amounts and by the deadlines required
under Section 1.7 of each Affiliate. Notwithstanding anything to the contrary
contained in Section 12.2 of the Management Agreement, the Administrative
Agent, the Lenders, and any Successor Manager or buyer of the Operating Assets
or Disaggregated License shall be permitted to disclose Confidential
Information (as defined in the Management Agreement) (i) to the extent required
by law, rule or regulation, (ii) to any regulator or any regulatory body
regulating such entity, (iii) to any rating agency in connection with
requirements applicable to such Person and (iv) to the lawyers and accountants
for any such Persons.



                                    Page 17
<PAGE>

         SECTION 15. Administrative Agent and Eligible Assignees. The
Administrative Agent and each Lender must be an Eligible Assignee. "Eligible
Assignee" shall mean and include a commercial bank, financial institution,
other "accredited investor" (as defined in Regulation D of the Securities Act)
other than individuals, or a "qualified institutional buyer" as defined in rule
144A of the Securities Act; provided, that prior to the 61st day after the
filing of a bankruptcy petition by or with respect to an Affiliate, in no event
may any Person that is engaged in or that controls, is controlled by or is
under common control with any Person engaged in, the telecommunications service
business in the United States (other than Sprint Corporation and its
subsidiaries), be an Eligible Assignee, it being understood that no small
business investment corporation that is ultimately owned by an Eligible
Assignee that is subject to Regulation Y shall be deemed to be controlled by or
under common control with such Eligible Assignee; and provided further, that
after the filing of such bankruptcy petition in no event may a Schedule 13
Person be an Eligible Assignee.

         SECTION 16. Sprint Party Representations. Each Sprint Party represents
and warrants to the Administrative Agent, as of the Closing Date (a) its
execution, delivery and performance of this Consent and Agreement has been duly
authorized by all necessary corporate and partnership action, and does not and
will not require any further consents or approvals that have not been obtained,
or violate any provision of any law, regulation, order, judgment, injunction or
similar matters or materially breach any agreement presently in effect with
respect to or binding on it; provided, that the transfer of Spectrum as
contemplated under this Consent and Agreement will require regulatory approval
(which each Sprint Party agrees to use its commercially reasonable efforts to
obtain); (b) this Consent and Agreement is a legal, valid and binding
obligation of such Person enforceable against it in accordance with its terms,
except that (i) such enforceability may be limited by applicable bankruptcy,
insolvency, fraudulent transfer, reorganization, moratorium and similar laws
affecting the enforcement of creditors' rights generally, and (ii) the remedy
of specific performance and injunctive and other forms of equitable relief may
be limited by equitable defenses and by the discretion of the court before
which any proceeding may be brought; (c) the Alamosa Sprint Agreements are in
full force and effect and have not been amended, supplemented or modified; (d)
as of the date of execution hereof, to the knowledge of the Sprint Parties, no
Event of Termination has occurred and is continuing (without regard to any
requirement of the delivery of written notice necessary to the occurrence of an
Event of Termination under Section 11.3 of the Management Agreement), provided,
that Sprint PCS that Sprint PCS has conducted at least one compliance audit
with respect to each Affiliate, which audits revealed some situations that are
not presently treated as Management Agreement Breaches or Events of
Termination, but that if not cured could be treated as Management Agreement
Breaches and Events of Termination; (e) on the date each Management Agreement
was executed Sprint PCS owned, and on the date hereof Sprint PCS owns, 10 MHZ
or more of Spectrum in each Service Area; and (f) the only existing agreements
or arrangements between Borrower or an Affiliates, on the one hand, and Sprint
Corporation or any of its subsidiaries, on the other hand, are listed on
Schedule 16(f).

         SECTION 17. Administrative Agent Representations. The Administrative
Agent represents and warrants to Sprint PCS, as of the Closing Date (a) its
execution, delivery and performance of this Consent and Agreement has been duly
authorized by all necessary corporate action, and does not and will not require
any further consents or approvals that have not been obtained, or violate any
provision of any law, regulation, order, judgment, injunction or similar
matters or materially breach any agreement presently in effect with respect to
or binding on it; (b) this Consent and Agreement is a legal, valid and binding
obligation of the Administrative Agent enforceable against it in accordance
with its terms, except that (i) such enforceability may be limited by
applicable bankruptcy, insolvency, fraudulent transfer, reorganization,
moratorium and similar laws affecting the enforcement of creditors' rights
generally, and (ii) the remedy of specific performance and injunctive and other
forms of equitable relief may be limited by equitable defenses and by the
discretion of the court before which any proceeding may be brought; (c) at the
time of the execution hereof, the only Lenders are the Administrative Agent,
Toronto Dominion (Texas), Inc., First Union National Bank, Export Development
Corporation, The Bank of Nova Scotia, Fortis Capital Corporation, Westdeutsche
Landesbank Girozentrale, Societe Generale, CoBank, ACB, Franklin Floating Rate
Trust, Franklin Floating Rate Master Series, General Electric Capital
Corporation, IBM Credit Corporation and Oppenheimer Senior Floating Rate Fund,
and each Lender is an Eligible Assignee; (d) as of the date of execution
hereof, to the knowledge of the Administrative Agent, no Event of Default has
occurred and is continuing; and (e) the Guarantee Documents have been duly
executed and delivered to the parties to such agreements.



                                    Page 18
<PAGE>

         SECTION 18. Successors and Assigns. This Consent and Agreement shall
be binding upon the successors and assigns of the parties hereto and shall
inure, together with the rights and remedies of the parties hereunder, to the
benefit of their respective successors and assigns. In the event a Sprint PCS
Network is sold in accordance with the related Management Agreement, the buyer
thereof will assume the obligations of the Sprint Parties hereunder and under
all the other related Sprint Agreements other than the related Sprint Trademark
and Service Mark License Agreement; provided, however, the buyer of such Sprint
PCS Network shall enter into an agreement with each Affiliate on substantially
the same terms as such Sprint Trademark and Service Mark License Agreement with
respect to such buyers' trademarks, service marks, brands, etc. In the event a
Successor Manager becomes a party to the Alamosa Sprint Agreements as provided
in this Agreement, this Consent and Agreement shall remain in full force and
effect for the benefit of the Successor Manager and any Person providing senior
secured debt financing to such Successor Manager if required by such Person and
if such Successor Manager and its Related Parties acknowledge this Consent and
Agreement in the manner the Borrower and its Related Parties have acknowledged
it.

         SECTION 19. Amendment. Neither this Consent and Agreement nor any
provision herein may be waived except pursuant to an agreement or agreements in
writing entered into by Sprint PCS, the Administrative Agent, Borrower and the
Affiliates, and neither this Consent and Agreement nor any provision herein may
be amended or modified except pursuant to an agreement or agreements in writing
entered into by Sprint PCS, the Administrative Agent, Borrower and the
Affiliates; provided, however, that no consent of Borrower or the Affiliates
shall be necessary for any amendment or modification to this Consent and
Agreement made pursuant to or in accordance with Section 25 hereof, unless such
amendment or modification could reasonably be expected to be materially adverse
to Borrower or an Affiliate. The Administrative Agent and each Lender (and its
successors and assigns) shall be bound by any modification or amendment
authorized by this Section 19. No amendment or waiver or effective amendment or
waiver entered into in violation of this Section 19 shall be valid.

         SECTION 20. APPLICABLE LAW. THIS CONSENT AND AGREEMENT SHALL BE
GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW
YORK.

         SECTION 21. Notices. Notices and other communications provided for in
this Consent and Agreement shall be in writing and shall be delivered by hand
or overnight courier service, mailed or sent by telecopy, as follows:

                  (a)  if to Sprint  PCS, to it at:

                              Sprint Spectrum L.P.
                              4900 Main, 12th Floor
                              Kansas City, Missouri, 64112

                              Telephone No.: (816) 559-1000
                              Telecopier No.: (816) 559-1290
                              Attention: Chief Executive Officer

                              with a copy to:

                              4900 Main, 11th Floor
                              Kansas City, Missouri, 64112

                              Telephone No.: (816) 559-1000
                              Telecopier No.:  (816) 559-2591
                              Attention: General Counsel



                                    Page 19
<PAGE>

                  (b) if to the Administrative Agent, to it at:

                           Citicorp USA, Inc.
                           Two Penns Way
                           Suite 200
                           New Castle, Delaware 19720
                           Telephone No.:  (302) 894-6013
                           Telecopier No.:  (302) 894-6120
                           Attention:  Bilal Aman

                           with a copy to:

                           Salomon Smith Barney, Inc.
                           390 Greenwich Street
                           1st Floor
                           New York, New York 10013
                           Telephone No.:  (212) 723-6662
                           Telecopier No.:  (212) 723-8547
                           Attention:  James Garvin

                           and

                           Cravath, Swaine & Moore
                           825 Eighth Avenue
                           New York, NY 10019
                           Telephone No.:  (212) 474-1500
                           Telecopier No.:  (212) 474-3700
                           Attention:  B. Robbins Kiessling

                  (c) if to Borrower or to Affiliate, to it at:

                           Alamosa LLC
                           5225 South Loop 289
                           Lubbock, TX  79424
                           Telephone No.:  (806) 722-1100
                           Telecopier No.:  (806) 722-1127
                           Attention:  David Sharbutt

                           with a copy to:

                           Crenshaw, Dupree & Martin
                           P.O. Box 1499
                           Lubbock, TX 79408
                           Telephone No.: (806) 762-5221
                           Telecopier No.:  (806) 762-3510
                           Attention: Jack McCutchin, Jr.

All notices and other communications given to any party hereto in accordance
with the provisions of this Consent and Agreement shall be deemed to have been
given on the date of receipt if delivered by hand or overnight courier service
or sent by telecopy, or on the date five (5) business days after dispatch by
certified or registered mail if mailed, in each case delivered, sent or mailed
(properly addressed) to such party as provided in this Section 21 or in
accordance with the latest unrevoked direction from such party given in
accordance with this Section 21.

         SECTION 22. Counterparts. This Consent and Agreement may be
executed in two or more counterparts, each of which shall constitute an
original but all of which when taken together shall constitute but one
contract.

         SECTION 23. Severability. Any provision of this Consent and Agreement
that is prohibited or unenforceable in any jurisdiction shall, as to such
jurisdiction, be ineffective to the extent of such prohibition or
unenforceability without invalidating the remaining provisions hereof, and any
such prohibition or unenforceability in any jurisdiction shall not invalidate
or render unenforceable such provision in any other jurisdiction. The parties
shall endeavor in good faith negotiations to replace the invalid, illegal or
unenforceable provision with valid provisions the economic effect of which is
as close as possible to that of the invalid, illegal or unenforceable
provision.



                                    Page 20
<PAGE>

         SECTION 24. Termination. This Consent and Agreement shall
terminate and be of no further force and effect upon the first to occur of
the following: (i) the Obligations are paid in full and the Credit
Agreement and all Commitments are terminated; and (ii) the Alamosa Sprint
Agreements terminate.

         SECTION 25. Amendments to Form Consent and Agreement. If Sprint PCS
modifies or amends the form of Consent and Agreement it enters into with
another lender in connection with a loan to an Other Manager that is syndicated
or intended to be syndicated (i.e., a loan sold or participated, or intended to
be sold or participated, in whole or in part to at least three financial
institutions or investment funds) and where the pops in the Service Area of the
Other Manager exceed 5 million, then Sprint PCS agrees to give the
Administrative Agent the right to so amend this Consent and Agreement, subject
to the provisions of clauses (a), (b) and (c) below. Sprint PCS agrees to give
the Administrative Agent written notice of such modifications and amendments
and, at the request of Administrative Agent, to amend this Consent and
Agreement in the same manner; provided, that: (a) Sprint PCS will not modify
this Consent and Agreement to incorporate changes made for the benefit of a
lender because of circumstances related to a particular Other Manager, subject
to the limitations set forth below; (b) the Administrative Agent must agree to
make all (or none) of the changes made for the other lender and the Other
Manager, unless Sprint PCS agrees to allow the Administrative Agent to make
only some of the changes; and (c) if such amendment to this Consent and
Agreement could reasonably be expected to be materially adverse to Borrower or
an Affiliate, such amendment shall not be made without the prior written
consent of Borrower and all affected Affiliates (although the withholding of
such consent by Borrower or an Affiliate will result in none of the changes
being made to this Consent and Agreement because of the requirements of clause
(b) above).

         For purposes of subsection (a) in the preceding paragraph, Sprint PCS
will not deem the following changes to be made because of circumstances related
to a particular Other Manager: (i) any form of recourse to Sprint PCS or other
similar form of credit enhancement; (ii) any change in Sprint PCS's right to
purchase Operating Assets or Obligations; (iii) any change in an Affiliate's,
Administrative Agent's or Lenders' right to sell the Collateral or purchase the
Disaggregated License (including, without limitation, any rights of first
refusal and the purchase price of the Disaggregated License); (iv) any change
in the ownership status, terms of usage or amount of Disaggregated License
utilized by an Affiliate; (v) any material change in the flow of revenues
between Sprint Spectrum and an Affiliate excluding changes related to the
pricing of direct or indirect fees, but including any subordination of direct
or indirect fees or other amounts or costs due under the Sprint Agreements or
hereunder to Sprint PCS; (vi) any change to obligations required to be assumed
by, or qualifications for, any Interim or Successor Manager, including changes
in the time period or terms under which Sprint PCS agrees to remain as Interim
Manager; (vii) any changes in confidentiality, non-compete or Eligible Assignee
language, including changes to Schedule 13; (viii) any clarifications of FCC
compliance issues; (ix) the issuance of legal opinions; (x) any change in the
circumstances under, or procedures by which, an Interim Manager or Successor
Manager is appointed; or (xi) any change to this Section 25.



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

                              SPRINT SPECTRUM L.P.


                                By:      /s/ Thomas E. Mateer
                                         -------------------------------
                                         Thomas E. Mateer,
                                         Vice President - Affiliations


                                    Page 21
<PAGE>

                                SPRINTCOM, INC.


                                By:      /s/ Thomas E. Mateer
                                         -------------------------------
                                         Thomas E. Mateer,
                                         Vice President - Affiliations


                                WIRELESSCO, L.P.

                                By:      /s/ Thomas E. Mateer
                                         -------------------------------
                                         Thomas E. Mateer,
                                         Vice President - Affiliations


                                COX COMMUNICATIONS PCS, L.P.

                                By:      /s/ Thomas E. Mateer
                                         -------------------------------
                                         Thomas E. Mateer,
                                         Vice President - Affiliations


                                COX PCS LICENSE, LLC

                                By:      /s/ Thomas E. Mateer
                                         -------------------------------
                                         Thomas E. Mateer,
                                         Vice President - Affiliations


                                SPRINT COMMUNICATIONS COMPANY, L.P.


                                By:      /s/ Ed Mattix
                                         -------------------------------
                                         Ed Mattix,
                                         Senior Vice President - Public Affairs

                                CITICORP USA, INC
                                for itself and as Administrative Agent


                                By:      /s/  J. Douglas Harvey
                                         -------------------------------
                                         J. Douglas Harvey
                                         Vice President and Managing Director

                                    Page 22
<PAGE>



      Acknowledgment, Consent and Agreement of Borrower and Affiliates

         Each of the undersigned, Borrower and the Affiliates, (i) has reviewed
this Consent and Agreement, (ii) acknowledges, consents and agrees to the terms
and provisions of this Consent and Agreement, and (iii) agrees to be bound by
the terms and provisions of this Consent and Agreement, including, without
limitation, such terms and provisions that affect Borrower and such Affiliate,
and their respective assets and rights under the Alamosa Sprint Agreements.
Without limiting the generality of the foregoing, Borrower and each Affiliate
each acknowledges and agrees that : (A) the right to appoint an Interim Manager
is intended to allow the right and ability to preserve and/or protect the
Collateral or its value and each Service Area Network or its value; (B) in the
event of the sale of the Collateral by the Administrative Agent, the value of
the Collateral may be dependent on the right of the Person purchasing the
Collateral to assume or be a party to the applicable Sprint Agreements and
acknowledges that any sale of the Collateral in accordance with Sections 6 and
10 hereof, the other provisions of this Consent and Agreement and, to the
extent not inconsistent with this Consent and Agreement, the Loan Documents, is
agreed to be a commercially reasonable disposition of the Collateral by
Administrative Agent; and (C) Borrower and each Affiliate agrees to be liable
for and to reimburse Sprint Spectrum or the Sprint Spectrum Designee all
amounts expended by Sprint Spectrum or the Sprint Spectrum Designee under
Section 11.6.3 of the Management Agreements as described in Sections 4(b) and
5(b) of this Consent and Agreement, and to cause the other Affiliates to
perform their obligations under the Alamosa Sprint Agreements and this Consent
and Agreement.

         Borrower also agrees as follows:

                  1.       It will not use the proceeds from any of the
                           Loan Documents or from any other loan or
                           extension of credit to which this Consent and
                           Agreement relates for any purpose other than to
                           (a) contribute or loan such proceeds to the
                           Affiliates, (b) pay the cash portion of the
                           merger consideration to the Targets (as that
                           term is defined in the Commitment Letter), (c)
                           refinance existing indebtedness under the EDC
                           Facility, the Roberts Facility and the WOW
                           Facility (as those terms are defined in the
                           Commitment Letter), and (d) pay the Transaction
                           Costs (as that term is defined in the Commitment
                           Letter).

                  2.       Borrower agrees to promptly give Sprint PCS a copy
                           of any notice it receives from the Administrative
                           Agent or any Lender, and a copy of any notice
                           Borrower gives to Administrative Agent or any
                           Lender.

                                    Page 23
<PAGE>


                  3.       Borrower agrees to give Sprint PCS a copy of all
                           financial information it gives the Administrative
                           Agent or any Lender.

                                          ALAMOSA HOLDINGS, LLC
                                          a Delaware limited liability company


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

                                 TEXAS TELECOMMUNICATIONS LP
                                 a Texas limited partnership


                                 By       ALAMOSA DELAWARE GP, L.L.C.
                                          a Delaware limited liability company,
                                          as the sole general partner


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


                                 ALAMOSA WISCONSIN LIMITED PARTNERSHIP
                                 a Wisconsin limited partnership

                                 By       ALAMOSA WISCONSIN GP, L.L.C.
                                          a Delaware limited liability company,
                                          as the sole general partner


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

                                 ROBERTS WIRELESS COMMUNICATIONS, LLC
                                 a Missouri limited liability company

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


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

                                 WASHINGTON OREGON WIRELESS, LLC
                                 a Delaware limited liability company

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


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


                                 SOUTHWEST PCS, L.P.
                                 an Oklahoma limited partnership

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


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



                                    Page 24
<PAGE>

            Acknowledgment, Consent and Agreement of Guarantors

         Each of the undersigned Guarantors (i) has reviewed this Consent and
Agreement, (ii) acknowledges, consents and agrees to the terms and provisions
of this Consent and Agreement, particularly as they modify the price (as set
forth in the Alamosa Management Agreements) pursuant to which Sprint PCS may
purchase the Operating Assets under Sections 6 and 10 hereof, and as they
require the Borrower, an Affiliate and their Related Parties to sell an
Affiliate's Licenses under Section 6 hereof, and (iii) agrees to be bound by
the terms and provisions of this Consent and Agreement and to take such action
as is necessary to cause an Affiliate and its Related Parties to comply with
the terms and provisions of this Consent and Agreement. Without limiting the
generality of the foregoing, each of the Guarantors acknowledges and agrees
that: (A) the right to appoint an Interim Manager is intended to allow the
right and ability to preserve and/or protect the Collateral or its value and
each Service Area Network or its value; (B) in the event of the sale of the
Collateral by the Administrative Agent, the value of the Collateral may be
dependent on the right of the Person purchasing the Collateral to assume or be
a party to the Sprint Agreements and acknowledges that any sale of the
Collateral in accordance with Sections 6 and 10 hereof, the other provisions of
this Consent and Agreement and, to the extent not inconsistent with this
Consent and Agreement, the Loan Documents, is agreed to be a commercially
reasonable disposition of the Collateral by Administrative Agent; and (C) each
Guarantor agrees to be liable for and to reimburse Sprint Spectrum or the
Sprint Spectrum Designee all amounts expended by Sprint Spectrum or the Sprint
Spectrum Designee under Section 11.6.3 of the Alamosa Management Agreements
described in Sections 4(b) and 5(b) of this Consent and Agreement, to cause the
Affiliates to perform their obligations under the Alamosa Sprint Agreements and
this Consent and Agreement, and to guarantee the payment and performance of the
obligations of the Affiliates under the Deferred Amount Note executed by the
Affiliates on the date of this Consent and Agreement.


                               ALAMOSA HOLDINGS, INC.
                               a Delaware corporation


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


                               ALAMOSA PCS HOLDINGS, INC.
                               a Delaware corporation


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

                               ALAMOSA (DELAWARE), INC.
                               a Delaware corporation


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



                                    Page 25
<PAGE>

                               TEXAS TELECOMMUNICATIONS LP
                               a Texas limited partnership

                               By       ALAMOSA DELAWARE GP, L.L.C.
                                        a Delaware limited liability company,
                                        as the sole general partner


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


                               ALAMOSA WISCONSIN LIMITED PARTNERSHIP
                               a Wisconsin limited partnership

                               By       ALAMOSA WISCONSIN GP, L.L.C.
                                        a Delaware limited liability company,
                                        as the sole general partner


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


                               ROBERTS WIRELESS COMMUNICATIONS, LLC
                               a Missouri limited liability company

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


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

                               WASHINGTON OREGON WIRELESS, LLC
                               a Delaware limited liability company

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


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


                              SOUTHWEST PCS, L.P.
                              an Oklahoma limited partnership

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


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


<PAGE>

                            DEFERRED AMOUNT NOTE


                                                                 March 30, 2001
                                                          Kansas City, Missouri

           FOR VALUE RECEIVED, ALAMOSA HOLDINGS, LLC, a Delaware limited
liability company, TEXAS TELECOMMUNICATIONS, LP, a Texas limited
partnership ("Texas"), ALAMOSA WISCONSIN LIMITED PARTNERSHIP, a Wisconsin
limited partnership ("Wisconsin"), ROBERTS WIRELESS COMMUNICATIONS, L.L.C.,
a Missouri limited liability company ("Roberts"), WASHINGTON OREGON
WIRELESS LLC, a Delaware limited liability company ("WOW"), and SOUTHWEST
PCS, L.P., an Oklahoma limited partnership ("Southwest") (collectively,
"Maker"), jointly and severally promise to pay to the order of Sprint
Spectrum L.P., a Delaware limited partnership ("Sprint PCS"), or its
successors and assigns, the principal sum or sums as may be advanced by the
holder hereof from time to time to Maker or on Maker's behalf to CITICORP
USA, INC., a Delaware corporation or its successors and assigns (the
"Administrative Agent") pursuant to Section 6(d) of that certain Consent
and Agreement dated as of February 14, 2000 among the Sprint Parties (as
defined in the Consent) and the Administrative Agent (as amended, the
"Consent"). Such sum or sums, if advanced, shall be advanced from and only
from the eight percent (8%) of the Collected Revenues (as such term is
defined in those certain Management Agreements between, among others, Texas
and Sprint PCS, dated December 23, 1999, Wisconsin and Sprint PCS, dated
December 6, 1999, Roberts and Sprint PCS, dated June 8, 1998, WOW and
Sprint PCS, dated January 25, 1999, and Southwest and Sprint PCS, dated
July 10, 1998 (each such agreement, as it may be amended, modified, or
supplemented from time to time, a "Management Agreement"and collectively,
the "Alamosa Management Agreements")) retained by Sprint PCS pursuant to
Section 10.1.1 of each of the Alamosa Management Agreements in an amount as
set forth in Section 6(d) of the Consent. Such advanced sum or sums shall
be noted by the holder hereof in its records or, at its option, on a
schedule attached to this note, which records or schedule shall be
rebuttably presumptive evidence of the principal owing and unpaid on this
note. The holder hereof may also note on such records or schedule the
interest due and payable on the principal amount or amounts remaining
unpaid hereunder from time to time from the date hereof until payment in
full. Interest shall be charged on the amounts owed under this note at a
rate equal to the greatest of the then current (i) average interest rate of
Maker's secured debt, (ii) average interest rate of Maker's unsecured debt,
and (iii) Sprint PCS' cost of capital. Interest shall accrue and accumulate
from the date the indebtedness is incurred (e.g., principal is advanced and
expenses are incurred) until all amounts due hereunder are paid in full.


           Payments hereunder shall be due on the first (1st) day of each
calendar month, commencing on the first day of the calendar month following
the date the initial advance is made hereunder. The advances hereunder
shall be payable in consecutive equal monthly installments of principal and
interest, due and payable on the first day of each month, such that all
principal and interest owing hereunder shall be fully paid in twelve (12)
equal monthly payments (provided that the last such payment shall be in the
amount necessary to repay the entire unpaid principal amount hereof,
together with all accrued and unpaid interest hereon). Each time an
additional amount is advanced hereunder, the then current unpaid principal
amount hereof, together with all accrued and unpaid interest hereon, shall
be re-amortized and the installment due dates rolled forward, such that the
entire amount of principal and accrued unpaid interest shall be paid in
full in twelve (12) equal monthly payments. Notwithstanding the foregoing,
if Maker is in default or breach with regard to its obligations to the
Administrative Agent or the Lenders (as defined in the Consent), then the
payments due hereunder shall be deferred and shall not be due or payable
until such default or breach is cured, at which time the entire unpaid
balance of principal and all interest accrued thereon shall be paid in full
in twelve (12) equal monthly payments. Notwithstanding any provision in
this note to the contrary, this note shall mature and principal and
interest shall be payable in full on the earliest to occur of (i) the date
on which a Successor Manager (as such term is defined in the Consent) is
qualified and assumes Maker's rights and obligations under the Alamosa
Management Agreements and related agreements entered into between Maker and
Sprint PCS, (ii) the date on which the Operating Assets (as such term is
defined in each of the Alamosa Management Agreements) are purchased by a
third-party buyer, (iii) the date on which a stock or other equity
acquisition, merger, consolidation or other transaction resulting in the
indirect transfer of the Operating Assets to a third-party buyer is
consummated, or (iv) there is a Change of Control (as such term is defined
in each of the Alamosa Management Agreements). In the event that the
Operating Assets are purchased by a third-party buyer, or a stock or other


                                     Page 1

<PAGE>

equity acquisition, merger, consolidation or other transaction resulting in
the indirect transfer of the Operating Assets to a third-party buyer is
consummated, the obligations of Maker hereunder shall be paid after Maker
pays its obligations to its secured lenders, but before any amounts are
paid to any other creditors, or to Maker or any of its equity holders.

           Maker shall have the privilege, without penalty or premium, of
prepaying all or any part of this note at any time. Any prepayment shall be
applied first to unpaid interest accrued hereunder, and then applied to
principal installments in the inverse order of maturity.

           This note shall be in default upon the occurrence of any one of
the following events:

           (a) If any payment due hereunder is not made within five (5)
days of when it becomes due and payable;

           (b) If any Management Agreement is terminated;

           (c) If Maker becomes insolvent, howsoever evidenced, or if Maker
fails to pay its debts as they become due; or

           (d) If a receiver is appointed for any of the property of Maker
or Maker makes an assignment for the benefit of creditors or a proceeding
is filed by or against Maker under any law relating to bankruptcy,
insolvency or reorganization or under any similar law.

If this note is in default and shall be continuing, then upon and after
such default, so long as such default shall be continuing, the holder
hereof shall have the right, exercisable at such holder's discretion, to
declare the entire unpaid principal amount and all accrued interest due
hereunder immediately due and payable without notice to Maker.

           No provision of this note shall be construed to mean that Maker
has paid or contracted to pay, directly or indirectly, under any
circumstances whatsoever, any sum in excess of that which lawfully may be
charged or contracted for under any applicable laws relating to interest.
If for any reason interest in excess of the highest lawful rate is at any
time to be paid hereunder, any such excess shall constitute and shall be
treated as a payment on the principal amount due hereunder and shall
operate to reduce the principal amount due hereunder by such amount
(without any prepayment penalty).

           Each payment made hereunder shall be applied first to interest
accrued to the date of such payment and then to the remaining principal
amount due. Each payment made hereunder shall be payable at such place as
the legal holder hereof designates from time to time in writing in lawful
money of the United States of America. If any payment of principal or
interest on this note is due on a Saturday, Sunday or legal holiday under
Missouri law, such payment shall be made on the next succeeding business
day. Maker authorizes and agrees that payments due the holder of this note
under this note may be made by right of setoff.

           If the holder of this note exercises a purchase right under the
terms of the Alamosa Management Agreements, as modified by the Consent,
such holder shall be entitled to a credit at the closing of such purchase
against the purchase price in an amount equal to the amount owed under this
note.

           If any payment due hereunder, or any portion thereof, is not
paid when due, or if all unpaid principal and accrued interest due
hereunder shall become due and payable by the legal holder's exercise of
the foregoing right to accelerate upon default, then the same, and each of
the same, shall thereafter bear interest from the date of such nonpayment
or exercise, as appropriate, until payment in full at a rate per annum
equal to the current rate per annum plus an additional four percent (4%).

           To the full extent permitted by law, Maker and all endorsers,
sureties, guarantors and other persons who may become liable for the
payment hereof severally waive demand, presentment, protest, notice of
dishonor or nonpayment, notice of protest, and any and all lack of
diligence in the enforcement or collection hereof and hereby consent to any
renewals, extensions, or other indulgences, and releases of any of them,
all without notice to any of them.


                                     Page 2

<PAGE>

           No delay or omission of the holder of this note to exercise any
right or power hereunder shall impair such right or power or be a waiver of
any default or an acquiescence therein. Any single or partial exercise of
any such right or power shall not preclude any or further exercise of any
other right. No waiver is valid unless in writing signed by the holder of
this note and then only to the extent specifically set forth in such
writing. All remedies hereunder or by law afforded are cumulative and are
available to the holder of this note until this note and other liabilities
of the undersigned hereunder have been paid in full. If this note is placed
in the hands of an attorney for collection, by suit or otherwise, or to
enforce its collection or to protect any security for its payment, Maker
shall pay all costs and expenses thereof together with reasonable
attorneys' fees.

           This note is binding upon Maker and its successors and inures to
the benefit of the holder hereof and its successors, transferees and
assigns. Maker agrees that any transferee of this note has the rights of a
holder in due course stated in and in accordance with Article 3 of the
Uniform Commercial Code in effect in the State of Missouri. This note is
made and executed under and is governed by and shall be enforced under the
internal laws of Missouri.

          [the remainder of this page is intentionally left blank]


                                     Page 3


<PAGE>

           IN WITNESS WHEREOF, Maker has caused this note to be executed
and sealed by its duly authorized officers.



                          ALAMOSA HOLDINGS, LLC
                          a Delaware limited liability company



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



                          TEXAS TELECOMMUNICATIONS LP
                          a Texas limited partnership

                          By        ALAMOSA DELAWARE GP, L.L.C.
                                    a Delaware limited liability company,
                                    as the sole general partner



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



                          ALAMOSA WISCONSIN LIMITED
                          PARTNERSHIP
                          a Wisconsin limited partnership

                          By        ALAMOSA WISCONSIN GP, L.L.C.
                                    a Delaware limited liability company,
                                    as the sole general partner



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

                                     Page 4

<PAGE>

                          ROBERTS WIRELESS COMMUNICATIONS,
                          LLC

                          a Missouri limited liability company

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



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

                          WASHINGTON OREGON WIRELESS, LLC
                          a Delaware limited liability company

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



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

                          SOUTHWEST PCS, L.P.
                          an Oklahoma limited partnership

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


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

                          SPRINT SPECTRUM, L.P.



                          By:         /s/  Thomas E. Mateer
                                    -------------------------------------------
                                       Thomas E. Mateer,
                                       Vice President - Affiliations


                                     Page 5

<PAGE>

                                  Schedule


  Date             Amount             Amount          Interest          Balance
                  Advanced             Paid











                                     Page 6