<PAGE>




                                                                  Exhibit 10.24

Execution Copy




     AMENDED AND RESTATED SECURITY AGREEMENT dated as of February 14, 2001,
as amended and restated as of March 30, 2001 (this "Agreement"), among Alamosa
(Delaware), Inc., a Delaware corporation ("Alamosa Delaware"), Alamosa
Holdings, LLC, a Delaware limited liability company (the "Borrower"), each
subsidiary of Alamosa Delaware listed on Schedule I hereto (each such
subsidiary individually a "Subsidiary Guarantor" and collectively, the
"Subsidiary Guarantors"; the Subsidiary Guarantors, Alamosa Delaware and the
Borrower are referred to collectively herein as the "Grantors") and CITICORP
USA, INC., a New York banking corporation ("Citicorp"), as collateral agent (in
such capacity, the "Collateral Agent") for the Secured Parties (as defined
herein).

         Reference is made to (a) the Amended and Restated Credit Agreement
dated as of February 14, 2001, as amended and restated as of March 30, 2001
(as amended, supplemented or otherwise modified from time to time, the
"Credit Agreement"), among Alamosa Holdings, Inc., a Delaware corporation
("Superholdings"), Alamosa Delaware, the Borrower, the lenders from time to
time party thereto (the "Lenders"), Export Development Corporation, as
Co-Documentation Agent, First Union National Bank, as Documentation Agent,
Toronto Dominion (Texas), Inc., as Syndication Agent and Citicorp, as
administrative agent for the Lenders (in such capacity, the "Administrative
Agent"), Collateral Agent and issuing bank (in such capacity, the "Issuing
Bank") and (b) the Amended and Restated Guarantee Agreement dated as of
February 14, 2001, as amended and restated as of March 30, 2001 (as
amended, supplemented or otherwise modified from time to time (the
"Guarantee Agreement"), among Superholdings, Alamosa PCS Holdings, Inc.
("APCS"), Alamosa Delaware, the Subsidiary Guarantors and the Collateral
Agent.

         The Lenders have agreed to make Loans to the Borrower, and the
Issuing Bank has agreed to issue Letters of Credit for the account of the
Borrower, pursuant to, and upon the terms and subject to the conditions
specified in, the Credit Agreement. Each of Superholdings, APCS, Alamosa
Delaware and the Subsidiary Guarantors has agreed to guarantee, among other
things, all the obligations of the Borrower under the Credit Agreement. The
obligations of the Lenders to make Loans and of the Issuing Bank to issue
Letters of Credit are conditioned upon, among other things, the execution
and delivery by the Grantors of an agreement in the form hereof to secure
(a) the due and punctual payment by the Borrower of (i) the principal of
and premium, if any, and interest (including interest accruing during the
pendency of any bankruptcy, insolvency, receivership or other similar
proceeding, regardless of whether allowed or allowable in such proceeding)
on the Loans, when and as due, whether at maturity, by acceleration, upon
one or more dates set for prepayment or otherwise, (ii) each payment
required to be made by the Borrower under the Credit Agreement in respect
of any Letter of Credit, when and as due, including payments in respect of
reimbursement of disbursements, interest thereon and obligations to provide
cash collateral and (iii) all other monetary obligations, including fees,
costs, expenses and indemnities, whether primary, secondary, direct,
contingent, fixed or otherwise (including monetary obligations incurred
during the pendency of any bankruptcy, insolvency, receivership or other
similar proceeding, regardless of whether allowed or allowable in such
proceeding), of the Borrower to the Secured Parties under the Credit
Agreement or the other Loan Documents, (b) the due and punctual performance
of all covenants, agreements, obligations and liabilities of the Borrower
under or pursuant to the Credit Agreement or the other Loan Documents, (c)
the due and punctual payment and performance of all covenants, agreements,
obligations and liabilities of Superholdings, APCS, Alamosa Delaware and
each Subsidiary Guarantor under or pursuant to this Agreement or the other
Loan Documents, including the guarantee obligations of Loan Parties other
than the Borrower under the Guarantee Agreement and (d) the due and
punctual payment and performance of all obligations of the Loan Parties
under each Hedging Agreement entered into in accordance with Section 5.14
of the Credit Agreement with any counterparty that was a Lender (or an
Affiliate of a Lender) at the time such Hedging Agreement was entered into
(or on the Original Effective Date, in the case of any such Hedging
Agreements existing on such date) (all the monetary and other obligations
described in the preceding clauses (a) through (d) being collectively
called the "Obligations").




                                       1
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     In connection with the amendment and restatement of the Credit Agreement,
the parties hereto desire to amend and restate, in the form of this Agreement,
the Security Agreement dated as February 14, 2001, among the Grantors party
thereto and the Collateral Agent.

     Accordingly, the Grantors and the Collateral Agent, on behalf of itself
and each Secured Party (and each of their respective successors or assigns),
hereby agree as follows:


                                 ARTICLE I

                                Definitions

     SECTION 1.01. Definition of Terms Used Herein. Unless the context
otherwise requires, all capitalized terms used but not defined herein shall
have the meanings set forth in the Credit Agreement and all references to the
Uniform Commercial Code shall mean the Uniform Commercial Code in effect in the
State of New York as of the date hereof.

     SECTION 1.02. Definition of Certain Terms Used Herein. As used herein, the
following terms shall have the following meanings:

     "Account Debtor" shall mean any person who is or who may become obligated
to any Grantor under, with respect to or on account of an Account.

     "Accounts" shall mean any and all right, title and interest of any Grantor
to payment for goods and services sold or leased, including any such right
evidenced by chattel paper, whether due or to become due, whether or not it has
been earned by performance, and whether now or hereafter acquired or arising in
the future, including accounts receivable from Affiliates of the Grantors.

     "Accounts Receivable" shall mean all Accounts and all right, title and
interest in any returned goods, together with all rights, titles, securities
and guarantees with respect thereto, including any rights to stoppage in
transit, replevin, reclamation and resales, and all related security interests,
liens and pledges, whether voluntary or involuntary, in each case whether now
existing or owned or hereafter arising or acquired.

     "Collateral" shall mean all (a) Accounts Receivable, (b) Documents, (c)
Equipment, (d) General Intangibles, (e) Inventory, (f) cash and cash accounts,
(g) Investment Property and (h) Proceeds; provided that "Collateral" shall not
include Excluded Assets.

     "Commodity Account" shall mean an account maintained by a Commodity
Intermediary in which a Commodity Contract is carried out for a Commodity
Customer.

     "Commodity Contract" shall mean a commodity futures contract, an option on
a commodity futures contract, a commodity option or any other contract that, in
each case, is (a) traded on or subject to the rules of a board of trade that
has been designated as a contract market for such a contract pursuant to the
federal commodities laws or (b) traded on a foreign commodity board of trade,
exchange or market, and is carried on the books of a Commodity Intermediary for
a Commodity Customer.

     "Commodity Customer" shall mean a person for whom a Commodity Intermediary
carries a Commodity Contract on its books.

     "Commodity Intermediary" shall mean (a) a person who is registered as a
futures commission merchant under the federal commodities laws or (b) a person
who in the ordinary course of its business provides clearance or settlement
services for a board of trade that has been designated as a contract market
pursuant to federal commodities laws.

     "Copyright License" shall mean any written agreement, now or hereafter in
effect, granting any right to any third party under any Copyright now or
hereafter owned by any Grantor or which such Grantor otherwise has the right to
license, or granting any right to such Grantor under any Copyright now or
hereafter owned by any third party, and all rights of such Grantor under any
such agreement.



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     "Copyrights" shall mean all of the following now owned or hereafter
acquired by any Grantor: (a) all copyright rights in any work subject to the
copyright laws of the United States or any other country, whether as author,
assignee, transferee or otherwise, and (b) all registrations and applications
for registration of any such copyright in the United States or any other
country, including registrations, recordings, supplemental registrations and
pending applications for registration in the United States Copyright Office,
including those listed on Schedule II.

     "Credit Agreement" shall have the meaning assigned to such term in the
preliminary statement of this Agreement.

     "Documents" shall mean all instruments, files, records, ledger sheets and
documents covering any of the Collateral.

     "Entitlement Holder" shall mean a person identified in the records of a
Securities Intermediary as the person having a Security Entitlement against the
Securities Intermediary. If a person acquires a Security Entitlement by virtue
of Section 8-501(b)(2) or (3) of the Uniform Commercial Code, such person is
the Entitlement Holder.

     "Equipment" shall mean all equipment, furniture and furnishings, and all
tangible personal property similar to any of the foregoing, including tools,
parts and supplies of every kind and description, and all improvements,
accessions or appurtenances thereto, that are now or hereafter owned by any
Grantor. The term Equipment shall include Fixtures.

         "Excluded Asset" shall mean (a) any asset subject to a Lien
permitted pursuant to Section 6.02 of the Credit Agreement to the extent
the agreement creating such Lien or the Indebtedness secured by such Lien
prohibits the granting of a secured Lien on such asset; provided that upon
the termination of all prior Liens on any of the foregoing assets, such
asset shall cease to be an Excluded Asset and (b) the custody account that
is pledged to Wells Fargo Bank Minnesota, N.A., as collateral agent for the
benefit of the holders of Alamosa Delaware's 12-8/8% Senior Discount Notes
due 2010 and its 12-1/2% Senior Notes due 2011.

         "Financial Asset" shall mean (a) a Security, (b) an obligation of
a person or a share, participation or other interest in a person or in
property or an enterprise of a person, which is, or is of a type, dealt
with in or traded on financial markets, or which is recognized in any area
in which it is issued or dealt in as a medium for investment or (c) any
property that is held by a Securities Intermediary for another person in a
Securities Account if the Securities Intermediary has expressly agreed with
the other person that the property is to be treated as a Financial Asset
under Article 8 of the Uniform Commercial Code. As the context requires,
the term Financial Asset shall mean either the interest itself or the means
by which a person's claim to it is evidenced, including a certificated or
uncertificated Security, a certificate representing a Security or a
Security Entitlement.

     "Fixtures" shall mean all items of Equipment, whether now owned or
hereafter acquired, of any Grantor that become so related to particular real
estate that an interest in them arises under any real estate law applicable
thereto.



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     "General Intangibles" shall mean all choses in action and causes of action
and all other assignable intangible personal property of any Grantor of every
kind and nature (other than Accounts Receivable) now owned or hereafter
acquired by any Grantor, including all rights and interests in partnerships,
limited partnerships, limited liability companies and other unincorporated
entities, corporate or other business records, indemnification claims, contract
rights (including rights under leases, whether entered into as lessor or
lessee, Hedging Agreements and other agreements), Intellectual Property,
goodwill, registrations, franchises, tax refund claims and any letter of
credit, guarantee, claim, security interest or other security held by or
granted to any Grantor to secure payment by an Account Debtor of any of the
Accounts Receivable.

     "General Obligations" means all Obligations other than Roberts
Obligations, WOW Obligations and Southwest Obligations.

     "Intellectual Property" shall mean all intellectual and similar property
of any Grantor of every kind and nature now owned or hereafter acquired by any
Grantor, including inventions, designs, Patents, Copyrights, Licenses,
Trademarks, trade secrets, confidential or proprietary technical and business
information, know-how, show-how or other data or information, software and
databases and all embodiments or fixations thereof and related documentation,
registrations and franchises, and all additions, improvements and accessions
to, and books and records describing or used in connection with, any of the
foregoing.

     "Inventory" shall mean all goods of any Grantor, whether now owned or
hereafter acquired, held for sale or lease, or furnished or to be furnished by
any Grantor under contracts of service, or consumed in any Grantor's business,
including raw materials, intermediates, work in process, packaging materials,
finished goods, semi-finished inventory, scrap inventory, manufacturing
supplies and spare parts, and all such goods that have been returned to or
repossessed by or on behalf of any Grantor.

     "Investment Property" shall mean all Securities (whether certificated or
uncertificated), Security Entitlements, Securities Accounts, Commodity
Contracts and Commodity Accounts of any Grantor, whether now owned or hereafter
acquired by any Grantor.

     "License" shall mean any Patent License, Trademark License, Copyright
License or other license or sublicense to which any Grantor is a party,
including those listed on Schedule III (other than those license agreements in
existence on the date hereof and listed on Schedule III and those license
agreements entered into after the date hereof, which by their terms prohibit
assignment or a grant of a security interest by such Grantor as licensee
thereunder).

     "Obligations" shall have the meaning assigned to such term in the
preliminary statement of this Agreement.

     "Patent License" shall mean any written agreement, now or hereafter in
effect, granting to any third party any right to make, use or sell any
invention on which a Patent, now or hereafter owned by any Grantor or which any
Grantor otherwise has the right to license, is in existence, or granting to any
Grantor any right to make, use or sell any invention on which a Patent, now or
hereafter owned by any third party, is in existence, and all rights of any
Grantor under any such agreement.

     "Patents" shall mean all of the following now owned or hereafter acquired
by any Grantor: (a) all letters patent of the United States or any other
country, all registrations and recordings thereof, and all applications for
letters patent of the United States or any other country, including
registrations, recordings and pending applications in the United States Patent
and Trademark Office or any similar offices in any other country, including
those listed on Schedule IV, and (b) all reissues, continuations, divisions,
continuations-in-part, renewals or extensions thereof, and the inventions
disclosed or claimed therein, including the right to make, use and/or sell the
inventions disclosed or claimed therein.



                                       4
<PAGE>

     "Perfection Certificate" shall mean a certificate substantially in the
form of Annex I hereto, completed and supplemented with the schedules and
attachments contemplated thereby, and duly executed by a Financial Officer and
the chief legal officer of the Borrower.

     "Proceeds" shall mean any consideration received from the sale, exchange,
license, lease or other disposition of any asset or property that constitutes
Collateral, any value received as a consequence of the possession of any
Collateral and any payment received from any insurer or other person or entity
as a result of the destruction, loss, theft, damage or other involuntary
conversion of whatever nature of any asset or property which constitutes
Collateral, and shall include (a) any claim of any Grantor against any third
party for (and the right to sue and recover for and the rights to damages or
profits due or accrued arising out of or in connection with) (i) past, present
or future infringement of any Patent now or hereafter owned by any Grantor, or
licensed under a Patent License, (ii) past, present or future infringement or
dilution of any Trademark now or hereafter owned by any Grantor or licensed
under a Trademark License or injury to the goodwill associated with or
symbolized by any Trademark now or hereafter owned by any Grantor, (iii) past,
present or future breach of any License and (iv) past, present or future
infringement of any Copyright now or hereafter owned by any Grantor or licensed
under a Copyright License and (b) any and all other amounts from time to time
paid or payable under or in connection with any of the Collateral.

     "Roberts" means Roberts Wireless Communications, L.L.C., a Missouri
limited liability company.

     "Roberts Collateral" means that portion of the Collateral that was,
immediately prior to the Original Effective Date, subject to a Lien created
pursuant to the Roberts Security Documents or that would, on or after the
Original Effective Date, have been collateral subject to a Lien created
pursuant to the Roberts Security Documents in accordance with the provisions
thereof (including with respect to after acquired property), assuming the
Roberts Security Documents had remained in effect on and after the Original
Effective Date, but shall not in any event include any property or assets other
than (i) Equity Interests in Roberts and (ii) property and assets owned by
Roberts and its subsidiaries.

     "Roberts Credit Agreement" means the Credit Agreement dated as of
September 8, 1999, among Roberts, certain lenders party thereto, State Street
Bank and Trust Company, as collateral agent, and Lucent Technologies Inc., as
administrative agent, as amended and in effect immediately prior to the
Original Effective Date.

     "Roberts Obligations" means Obligations consisting of (i) the Borrower's
obligation to pay (x) the principal amount of the Roberts Term Loans as
evidenced by the account entries kept by the Administrative Agent, pursuant to
Section 2.08 of the Credit Agreement and (y) interest (including interest
accruing during the pendency of any bankruptcy, insolvency, receivership or
other similar proceeding, regardless of whether allowed or allowable in such a
proceeding), fees, indemnities, cost reimbursements and similar amounts
directly attributable to the principal amounts of the Roberts Term Loans and
(ii) each other Loan Party's obligations under the Guarantee Agreement in
respect of its guarantee of the obligations referred to in clause (i) above.

     "Roberts Security Documents" means, collectively, (i) the Security
Agreement dated as of September 8, 1999, among Roberts, Roberts Wireless
Properties, L.L.C., and State Street Bank and Trust Company, as collateral
agent, (ii) the Pledge Agreement dated as of September 8, 1999, between Roberts
and State Street Bank and Trust Company, as collateral agent, (iii) the Pledge
Agreement dated as of September 8, 1999, among Michael V. Roberts, Steven C.
Roberts and State Street Bank and Trust Company, as collateral agent, and (iv)
the Collateral Assignment of Leases dated as of August 31, 1999, between
Roberts and State Street Bank and Trust Company, as collateral agent, together
in each case with all documents, financing statements, filings, recordations,
instruments and agreements executed, delivered, filed or recorded pursuant to
or in connection with any of the foregoing, in each case as amended,
supplemented and in effect immediately prior to the Original Effective Date.

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<PAGE>

     "Roberts Term Loans" means $20,000,000 principal amount of Term Loans as
evidenced by the account entries kept by the Administrative Agent, pursuant to
Section 2.08 of the Credit Agreement made on the Original Effective Date the
proceeds of which (together with the proceeds of other Loans) were utilized to
repay outstanding Indebtedness under the Roberts Credit Agreement.

     "Secured Parties" shall mean (a) the Lenders, (b) the Administrative
Agent, (c) the Collateral Agent, (d) the Issuing Bank, (e) each counterparty to
a Hedging Agreement entered into with the Borrower if such counterparty was a
Lender at the time the Hedging Agreement was entered into, (f) the
beneficiaries of each indemnification obligation undertaken by any Grantor
under any Loan Document and (g) the successors and assigns of each of the
foregoing.

     "Securities" shall mean any obligations of an issuer or any shares,
participations or other interests in an issuer or in property or an enterprise
of an issuer which (a) are represented by a certificate representing a security
in bearer or registered form, or the transfer of which may be registered upon
books maintained for that purpose by or on behalf of the issuer, (b) are one of
a class or series or by its terms is divisible into a class or series of
shares, participations, interests or obligations and (c)(i) are, or are of a
type, dealt with or trade on securities exchanges or securities markets or (ii)
are a medium for investment and by their terms expressly provide that they are
a security governed by Article 8 of the Uniform Commercial Code.

     "Securities Account" shall mean an account to which a Financial Asset is
or may be credited in accordance with an agreement under which the person
maintaining the account undertakes to treat the person for whom the account is
maintained as entitled to exercise rights that comprise the Financial Asset.

     "Security Entitlements" shall mean the rights and property interests of an
Entitlement Holder with respect to a Financial Asset.

     "Security Interest" shall have the meaning assigned to such term in
Section 2.01.

     "Securities Intermediary" shall mean (a) a clearing corporation or (b) a
person, including a bank or broker, that in the ordinary course of its business
maintains securities accounts for others and is acting in that capacity.

     "Southwest" means Southwest PCS, L.P., an Oklahoma limited partnership.

     "Southwest Collateral" means that portion of the Collateral that was,
immediately prior to the Restatement Effective Date, subject to a Lien created
pursuant to the Southwest Security Documents or that would, on or after the
Restatement Effective Date, have been collateral subject to a Lien created
pursuant to the Southwest Security Documents in accordance with the provisions
thereof (including with respect to after acquired property), assuming the
Southwest Security Documents had remained in effect on and after the
Restatement Effective Date, but shall not in any event include any property or
assets other than (i) Equity Interests in Southwest and (ii) property and
assets owned by Southwest and its subsidiaries.

     "Southwest Credit Agreement" means the Credit Agreement dated as of April
30, 1999, as amended and restated as of September 22, 2000, among Southwest,
certain lenders party thereto and BNP Paribas, as collateral agent, as amended
and in effect immediately prior to the Restatement Effective Date.

     "Southwest Obligations" means Obligations consisting of (i) the Borrower's
obligation to pay (x) the principal amount of the Southwest Terms Loans as
evidenced by the account entries kept by the Administrative Agent, pursuant to
Section 2.08 of the Credit Agreement and (y) interest (including interest
accruing during the pendency of any bankruptcy, insolvency, receivership or
other similar proceeding, regardless of whether allowed or allowable in such a
proceeding), fees, indemnities, cost reimbursements and similar amounts
directly attributable to the principal amounts of the Southwest Term Loans and
(ii) each other Loan Party's obligations under the Guarantee Agreement in
respect of its guarantee of the obligations referred to in clause (i) above.



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     "Southwest Security Documents" means, collectively, (i) the Security
Agreement dated as of April 30, 1999, between Southwest and BNP Paribas, as
collateral agent, and (ii) the Partnership and LLC Pledge Agreements, each
dated as of April 30, 1999, between the pledgors party thereto and BNP Paribas,
as collateral agent, together in each case with all documents, financing
statements, filings, recordations, instruments and agreements executed,
delivered, filed or recorded pursuant to or in connection with any of the
foregoing, in each case as amended, supplemented and in effect immediately
prior to the Restatement Effective Date.

     "Southwest Term Loans" means $53,000,000 principal amount of Term Loans as
evidenced by the account entries kept by the Administrative Agent, pursuant to
Section 2.08 of the Credit Agreement made on the Restatement Effective Date the
proceeds of which were utilized to repay outstanding Indebtedness under the
Southwest Credit Agreement.

     "Trademark License" shall mean any written agreement, now or hereafter in
effect, granting to any third party any right to use any Trademark now or
hereafter owned by any Grantor or which any Grantor otherwise has the right to
license, or granting to any Grantor any right to use any Trademark now or
hereafter owned by any third party, and all rights of any Grantor under any
such agreement.

     "Trademarks" shall mean all of the following now owned or hereafter
acquired by any Grantor: (a) all trademarks, service marks, trade names,
corporate names, company names, business names, fictitious business names,
trade styles, trade dress, logos, other source or business identifiers, designs
and general intangibles of like nature, now existing or hereafter adopted or
acquired, all registrations and recordings thereof, and all registration and
recording applications filed in connection therewith, including registrations
and registration applications in the United States Patent and Trademark Office,
any State of the United States or any similar offices in any other country or
any political subdivision thereof, and all extensions or renewals thereof,
including those listed on Schedule V, (b) all goodwill associated therewith or
symbolized thereby and (c) all other assets, rights and interests that uniquely
reflect or embody such goodwill.

     "WOW" means Washington Oregon Wireless, LLC, an Oregon limited liability
company.

     "WOW Collateral" means that portion of the Collateral that was,
immediately prior to the Original Effective Date, subject to a Lien created
pursuant to the WOW Security Documents or that would, on or after the Original
Effective Date, have been collateral subject to a Lien created pursuant to the
WOW Security Documents in accordance with the provisions thereof (including
with respect to after acquired property), assuming the WOW Security Documents
had remained in effect on and after the Original Effective Date, but shall not
in any event include any property or assets other than (i) Equity Interests in
WOW and (ii) property and assets owned by WOW and its subsidiaries.

     "WOW Credit Agreement" means the Credit Agreement dated as of April 12,
2000, among WOW, the lender or lenders party thereto, and CoBank, ACB, as
administrative agent, as amended and in effect immediately prior to the
Original Effective Date.

     "WOW Obligations" means Obligations consisting of (i) the Borrower's
obligation to pay (x) the principal amount of the WOW Term Loans as evidenced
by the account entries kept by the Administrative Agent, pursuant to Section
2.08 of the Credit Agreement and (y) interest (including interest accruing
during the pendency of any bankruptcy, insolvency, receivership or other
similar proceeding, regardless of whether allowed or allowable in such a
proceeding), fees, indemnities, cost reimbursements and similar amounts
directly attributable to the principal amounts of the WOW Term Loans and (ii)
each other Loan Party's obligations under the Guarantee Agreement in respect of
its guarantee of the obligations referred to in clause (i) above.



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<PAGE>

     "WOW Security Documents" means, collectively, (i) the Security Agreement
dated as of April 12, 2000, made by WOW in favor of CoBank, ACB, as
administrative agent, (ii) the Collateral Assignment of Sprint Agreements dated
as of April 12, 2000, between WOW and CoBank, ACB, as administrative agent,
(iii) the Collateral Assignment of Sales Agreement dated as of April 12, 2000,
between WOW and CoBank, ACB, as administrative agent, (iv) the several
Membership Interests Pledge Agreements, each dated as of April 12, 2000,
between CoBank, ACB, as administrative agent, and the several owners of the
Equity Interest in WOW and (v) the Collateral Assignments and Mortgages of
Leases and Licenses, each dated as of April 12, 2000, between WOW and CoBank,
ACB, as administrative agent, together in each case with all documents,
financing statements, filings, recordations, instruments and agreements
executed, delivered, filed or recorded pursuant to or in connection with any of
the foregoing, in each case as amended, supplemented and in effect immediately
prior to the Original Effective Date.

     "WOW Term Loans" means $10,000,000 principal amount of Term Loans as
evidenced by the account entries kept by the Administrative Agent, pursuant to
Section 2.08 of the Credit Agreement made on the Original Effective Date the
proceeds of which (together with the proceeds of other Loans) were utilized to
repay outstanding Indebtedness under the WOW Credit Agreement.

     SECTION 1.03. Rules of Interpretation. The rules of interpretation
specified in Section 1.03 of the Credit Agreement shall be applicable to this
Agreement.

                                 ARTICLE II

                             Security Interest

     SECTION 2.01. Security Interest. As security for the payment or
performance, as the case may be, in full of the Obligations, each Grantor
hereby bargains, sells, conveys, assigns, sets over, mortgages, pledges,
hypothecates and transfers to the Collateral Agent, its successors and assigns,
for the ratable benefit of the Secured Parties, and hereby grants to the
Collateral Agent, its successors and assigns, for the ratable benefit of the
Secured Parties, a security interest in, all of such Grantor's right, title and
interest in, to and under the Collateral (the "Security Interest"); provided,
however, that (i) the Roberts Obligations shall be secured only by the Security
Interest in the Roberts Collateral, (ii) the WOW Obligations shall be secured
only by the Security Interest in the WOW Collateral and (iii) the Southwest
Obligations shall be secured only by the Security Interest in the Southwest
Collateral (it being understood that the Roberts Collateral, the WOW Collateral
and the Southwest Collateral shall also secure all General Obligations) and
provided further that any Collateral that is neither Roberts Collateral, WOW
Collateral nor Southwest Collateral shall only secure the General Obligations.
Without limiting the foregoing, the Collateral Agent is hereby authorized to
file one or more financing statements (including fixture filings), continuation
statements, filings with the United States Patent and Trademark Office or
United States Copyright Office (or any successor office or any similar office
in any other country) or other documents for the purpose of perfecting,
confirming, continuing, enforcing or protecting the Security Interest granted
by each Grantor, without the signature of any Grantor, and naming any Grantor
or the Grantors as debtors and the Collateral Agent as secured party.

     SECTION 2.02. No Assumption of Liability. The Security Interest is granted
as security only and shall not subject the Collateral Agent or any other
Secured Party to, or in any way alter or modify, any obligation or liability of
any Grantor with respect to or arising out of the Collateral.




                                       8
<PAGE>

                                ARTICLE III

                       Representations and Warranties

     The Grantors jointly and severally represent and warrant to the Collateral
Agent and the Secured Parties that:

     SECTION 3.01. Title and Authority. Each Grantor has good and valid rights
in and title to the Collateral with respect to which it has purported to grant
a Security Interest hereunder and has full power and authority to grant to the
Collateral Agent the Security Interest in such Collateral pursuant hereto and
to execute, deliver and perform its obligations in accordance with the terms of
this Agreement, without the consent or approval of any other person other than
any consent or approval which has been obtained.

     SECTION 3.02. Filings. (a) The Perfection Certificate has been duly
prepared, completed and executed and the information set forth therein is
correct and complete. Fully executed Uniform Commercial Code financing
statements (including fixture filings, as applicable) or other appropriate
filings, recordings or registrations containing a description of the Collateral
have been delivered to the Collateral Agent for filing in each governmental,
municipal or other office specified in Schedule 6 to the Perfection
Certificate, which are all the filings, recordings and registrations (other
than filings required to be made in the United States Patent and Trademark
Office and the United States Copyright Office in order to perfect the Security
Interest in Collateral consisting of United States Patents, Trademarks and
Copyrights) that are necessary to publish notice of and protect the validity of
and to establish a legal, valid and perfected security interest in favor of the
Collateral Agent (for the ratable benefit of the Secured Parties) in respect of
all Collateral in which the Security Interest may be perfected by filing,
recording or registration in the United States (or any political subdivision
thereof) and its territories and possessions, and no further or subsequent
filing, refiling, recording, rerecording, registration or reregistration is
necessary in any such jurisdiction, except as provided under applicable law
with respect to the filing of continuation statements.

     (b) Each Grantor represents and warrants that fully executed security
agreements in the form hereof and containing a description of all Collateral
consisting of Intellectual Property with respect to United States Patents and
United States registered Trademarks (and Trademarks for which United States
registration applications are pending) and United States registered Copyrights
have been delivered to the Collateral Agent for recording by the United States
Patent and Trademark Office and the United States Copyright Office pursuant to
35 U.S.C. ss. 261, 15 U.S.C. ss. 1060 or 17 U.S.C. ss. 205 and the regulations
thereunder, as applicable, and otherwise as may be required pursuant to the
laws of any other necessary jurisdiction, to protect the validity of and to
establish a legal, valid and perfected security interest in favor of the
Collateral Agent (for the ratable benefit of the Secured Parties) in respect of
all Collateral consisting of Patents, Trademarks and Copyrights in which a
security interest may be perfected by filing, recording or registration in the
United States (or any political subdivision thereof) and its territories and
possessions, or in any other necessary jurisdiction, and no further or
subsequent filing, refiling, recording, rerecording, registration or
reregistration is necessary (other than such actions as are necessary to
perfect the Security Interest with respect to any Collateral consisting of
Patents, Trademarks and Copyrights (or registration or application for
registration thereof) acquired or developed after the date hereof).

     SECTION 3.03. Validity of Security Interest. The Security Interest
constitutes (a) a legal and valid security interest in all the Collateral
securing the payment and performance of the Obligations, (b) subject to the
filings described in Section 3.02 above, a perfected security interest in all
Collateral in which a security interest may be perfected by filing, recording
or registering a financing statement or analogous document in the United States
(or any political subdivision thereof) and its territories and possessions
pursuant to the Uniform Commercial Code or other applicable law in such
jurisdictions and (c) a security interest that shall be perfected in all
Collateral in which a security interest may be perfected upon the receipt and
recording of this Agreement with the United States Patent and Trademark Office
and the United States Copyright Office, as applicable. The Security Interest is
and shall be prior to any other Lien on any of the Collateral, other than Liens
expressly permitted to be prior to the Security Interest pursuant to Section
6.02 of the Credit Agreement.



                                       9
<PAGE>

     SECTION 3.04. Absence of Other Liens. The Collateral is owned by the
Grantors free and clear of any Lien, except for Liens expressly permitted
pursuant to Section 6.02 of the Credit Agreement. The Grantor has not filed or
consented to the filing of (a) any financing statement or analogous document
under the Uniform Commercial Code or any other applicable laws covering any
Collateral, (b) any assignment in which any Grantor assigns any Collateral or
any security agreement or similar instrument covering any Collateral with the
United States Patent and Trademark Office or the United States Copyright Office
or (c) any assignment in which any Grantor assigns any Collateral or any
security agreement or similar instrument covering any Collateral with any
foreign governmental, municipal or other office, which financing statement or
analogous document, assignment, security agreement or similar instrument is
still in effect, except, in each case, for Liens expressly permitted pursuant
to Section 6.02 of the Credit Agreement.


                                 ARTICLE IV

                                 Covenants

     SECTION 4.01. Change of Name; Location of Collateral; Records; Place of
Business. (a) Each Grantor agrees promptly to notify the Collateral Agent in
writing of any change (i) in its corporate name or in any trade name used to
identify it in the conduct of its business or in the ownership of its
properties, (ii) in the location of its chief executive office, its principal
place of business, any office in which it maintains books or records relating
to Collateral owned by it or any office or facility at which Collateral owned
by it is located (including the establishment of any such new office or
facility), (iii) in its identity or corporate structure or (iv) in its Federal
Taxpayer Identification Number. Each Grantor agrees not to effect or permit any
change referred to in the preceding sentence unless it shall have given the
Collateral Agent 10 days notice of such change and shall promptly make all
filings under the Uniform Commercial Code or otherwise that are required in
order for the Collateral Agent to continue at all times following such change
to have a valid, legal and perfected first priority security interest in all
the Collateral. Each Grantor agrees promptly to notify the Collateral Agent if
any material portion of the Collateral owned or held by such Grantor is damaged
or destroyed.

     (b) Each Grantor agrees to maintain, at its own cost and expense, such
complete and accurate records with respect to the Collateral owned by it as is
consistent with its current practices and in accordance with such prudent and
standard practices used in industries that are the same as or similar to those
in which such Grantor is engaged, but in any event to include complete
accounting records indicating all payments and proceeds received with respect
to any part of the Collateral, and, at such time or times as the Collateral
Agent may reasonably request, promptly to prepare and deliver to the Collateral
Agent a duly certified schedule or schedules in form and detail satisfactory to
the Collateral Agent showing the identity, amount and location of any and all
Collateral.

     SECTION 4.02. Periodic Certification. Each year, at the time of delivery
of annual financial statements with respect to the preceding fiscal year
pursuant to Section 5.01 of the Credit Agreement, the Borrower shall deliver to
the Collateral Agent a certificate executed by a Financial Officer and the
chief legal officer of the Borrower (a) setting forth the information required
pursuant to Section 2 of the Perfection Certificate or confirming that there
has been no change in such information since the date of such certificate or
the date of the most recent certificate delivered pursuant to this Section 4.02
and (b) certifying that all Uniform Commercial Code financing statements
(including fixture filings, as applicable) or other appropriate filings,
recordings or registrations, including all refilings, rerecordings and
reregistrations, containing a description of the Collateral have been filed of
record in each governmental, municipal or other appropriate office in each
jurisdiction identified pursuant to clause (a) above to the extent necessary to
protect and perfect the Security Interest for a period of not less than 18
months after the date of such certificate (except as noted therein with respect
to any continuation statements to be filed within such period). Each
certificate delivered pursuant to this Section 4.02 shall identify in the
format of Schedule II, III, IV or V, as applicable, all Intellectual Property
of any Grantor in existence on the date thereof and not then listed on such
Schedules or previously so identified to the Collateral Agent.



                                      10
<PAGE>

     SECTION 4.03. Protection of Security. Each Grantor shall, at its own cost
and expense, take any and all actions necessary to defend title to the
Collateral against all persons and to defend the Security Interest of the
Collateral Agent in the Collateral and the priority thereof against any Lien
not expressly permitted pursuant to Section 6.02 of the Credit Agreement.

     SECTION 4.04. Further Assurances. Each Grantor agrees, at its own expense,
to execute, acknowledge, deliver and cause to be duly filed all such further
instruments and documents and take all such actions as the Collateral Agent may
from time to time request to better assure, preserve, protect and perfect the
Security Interest and the rights and remedies created hereby, including the
payment of any fees and taxes required in connection with the execution and
delivery of this Agreement, the granting of the Security Interest and the
filing of any financing statements (including fixture filings) or other
documents in connection herewith or therewith. If any amount payable under or
in connection with any of the Collateral shall be or become evidenced by any
promissory note or other instrument, such note or instrument shall be
immediately pledged and delivered to the Collateral Agent, duly endorsed in a
manner satisfactory to the Collateral Agent.

     Without limiting the generality of the foregoing, each Grantor hereby
authorizes the Collateral Agent, with prompt notice thereof to the Grantors, to
supplement this Agreement by supplementing Schedule II, III, IV or V hereto or
adding additional schedules hereto to specifically identify any asset or item
that may constitute Copyrights, Licenses, Patents or Trademarks; provided,
however, that any Grantor shall have the right, exercisable within 10 days
after it has been notified by the Collateral Agent of the specific
identification of such Collateral, to advise the Collateral Agent in writing of
any inaccuracy of the representations and warranties made by such Grantor
hereunder with respect to such Collateral. Each Grantor agrees that it will use
its best efforts to take such action as shall be necessary in order that all
representations and warranties hereunder shall be true and correct with respect
to such Collateral within 30 days after the date it has been notified by the
Collateral Agent of the specific identification of such Collateral.

     SECTION 4.05. Inspection and Verification. The Collateral Agent and such
persons as the Collateral Agent may reasonably designate shall have the right,
at the Grantors' own cost and expense, to inspect the Collateral, all records
related thereto (and to make extracts and copies from such records) and the
premises upon which any of the Collateral is located, to discuss the Grantors'
affairs with the officers of the Grantors and their independent accountants and
to verify under reasonable procedures, in accordance with Section 5.09 of the
Credit Agreement, the validity, amount, quality, quantity, value, condition and
status of, or any other matter relating to, the Collateral, including, in the
case of Accounts or Collateral in the possession of any third person, by
contacting Account Debtors or the third person possessing such Collateral for
the purpose of making such a verification. The Collateral Agent shall have the
absolute right to share any information it gains from such inspection or
verification with any Secured Party (it being understood that any such
information shall be deemed to be "Information" subject to the provisions of
Section 9.12).

     SECTION 4.06. Taxes; Encumbrances. At its option, the Collateral Agent may
discharge past due taxes, assessments, charges, fees, Liens, security interests
or other encumbrances at any time levied or placed on the Collateral and not
permitted pursuant to Section 6.02 of the Credit Agreement, and may pay for the
maintenance and preservation of the Collateral to the extent any Grantor fails
to do so as required by the Credit Agreement or this Agreement, and each
Grantor jointly and severally agrees to reimburse the Collateral Agent on
demand for any payment made or any expense incurred by the Collateral Agent
pursuant to the foregoing authorization; provided, however, that nothing in
this Section 4.06 shall be interpreted as excusing any Grantor from the
performance of, or imposing any obligation on the Collateral Agent or any
Secured Party to cure or perform, any covenants or other promises of any
Grantor with respect to taxes, assessments, charges, fees, liens, security
interests or other encumbrances and maintenance as set forth herein or in the
other Loan Documents.



                                      11
<PAGE>

     SECTION 4.07. Assignment of Security Interest. If at any time any Grantor
shall take a security interest in any property of an Account Debtor or any
other person to secure payment and performance of an Account, such Grantor
shall promptly assign such security interest to the Collateral Agent. Such
assignment need not be filed of public record unless necessary to continue the
perfected status of the security interest against creditors of and transferees
from the Account Debtor or other person granting the security interest.

     SECTION 4.08. Continuing Obligations of the Grantors. Each Grantor shall
remain liable to observe and perform all the conditions and obligations to be
observed and performed by it under each contract, agreement or instrument
relating to the Collateral, all in accordance with the terms and conditions
thereof, and each Grantor jointly and severally agrees to indemnify and hold
harmless the Collateral Agent and the Secured Parties from and against any and
all liability for such performance.

     SECTION 4.09. Use and Disposition of Collateral. None of the Grantors
shall make or permit to be made an assignment, pledge or hypothecation of the
Collateral or shall grant any other Lien in respect of the Collateral, except
as expressly permitted by Section 6.02 of the Credit Agreement. None of the
Grantors shall make or permit to be made any transfer of the Collateral and
each Grantor shall remain at all times in possession of the Collateral owned by
it, except that (a) Inventory may be sold in the ordinary course of business
and (b) unless and until the Collateral Agent shall notify the Grantors that an
Event of Default shall have occurred and be continuing and that during the
continuance thereof the Grantors shall not sell, convey, lease, assign,
transfer or otherwise dispose of any Collateral (which notice may be given by
telephone if promptly confirmed in writing), the Grantors may use and dispose
of the Collateral in any lawful manner not inconsistent with the provisions of
this Agreement, the Credit Agreement or any other Loan Document.

     SECTION 4.10. Limitation on Modification of Accounts. None of the Grantors
will, without the Collateral Agent's prior written consent, grant any extension
of the time of payment of any of the Accounts Receivable, compromise, compound
or settle the same for less than the full amount thereof, release, wholly or
partly, any person liable for the payment thereof or allow any credit or
discount whatsoever thereon, other than extensions, credits, discounts,
compromises or settlements granted or made in the ordinary course of business
and consistent with its current practices and in accordance with such prudent
and standard practices used in industries that are the same as or similar to
those in which such Grantor is engaged.

     SECTION 4.11. Insurance. The Grantors, at their own expense, shall
maintain or cause to be maintained insurance covering physical loss or damage
to the Inventory and Equipment in accordance with Section 5.07 of the Credit
Agreement. Each Grantor irrevocably makes, constitutes and appoints the
Collateral Agent (and all officers, employees or agents designated by the
Collateral Agent) as such Grantor's true and lawful agent (and
attorney-in-fact) for the purpose, during the continuance of an Event of
Default, of making, settling and adjusting claims in respect of Collateral
under policies of insurance, endorsing the name of such Grantor on any check,
draft, instrument or other item of payment for the proceeds of such policies of
insurance and for making all determinations and decisions with respect thereto.
In the event that any Grantor at any time or times shall fail to obtain or
maintain any of the policies of insurance required hereby or to pay any premium
in whole or part relating thereto, the Collateral Agent may, without waiving or
releasing any obligation or liability of the Grantors hereunder or any Event of
Default, in its sole discretion, obtain and maintain such policies of insurance
and pay such premium and take any other actions with respect thereto as the
Collateral Agent deems advisable. All sums disbursed by the Collateral Agent in
connection with this Section 4.11, including reasonable attorneys' fees, court
costs, expenses and other charges relating thereto, shall be payable, upon
demand, by the Grantors to the Collateral Agent and shall be additional
Obligations secured hereby.



                                      12
<PAGE>

     SECTION 4.12. Legend. Each Grantor shall legend, in form and manner
satisfactory to the Collateral Agent, its Accounts Receivable and its books,
records and documents evidencing or pertaining thereto with an appropriate
reference to the fact that such Accounts Receivable have been assigned to the
Collateral Agent for the benefit of the Secured Parties and that the Collateral
Agent has a security interest therein.

     SECTION 4.13. Covenants Regarding Patent, Trademark and Copyright
Collateral. (a) Each Grantor agrees that it will not, nor will it permit any of
its licensees to, do any act, or omit to do any act, whereby any Patent which
is material to the conduct of such Grantor's business may become invalidated or
dedicated to the public, and agrees that it shall continue to mark any products
covered by a Patent with the relevant patent number as necessary and sufficient
to establish and preserve its maximum rights under applicable patent laws.

     (b) Each Grantor (either itself or through its licensees or its
sublicensees) will, for each Trademark material to the conduct of such
Grantor's business, (i) maintain such Trademark in full force free from any
claim of abandonment or invalidity for non-use, (ii) maintain the quality of
products and services offered under such Trademark, (iii) display such
Trademark with notice of Federal or foreign registration to the extent
necessary and sufficient to establish and preserve its maximum rights under
applicable law and (iv) not knowingly use or knowingly permit the use of such
Trademark in violation of any third party rights.

     (c) Each Grantor (either itself or through licensees) will, for each work
covered by a material Copyright, continue to publish, reproduce, display, adopt
and distribute the work with appropriate copyright notice as necessary and
sufficient to establish and preserve its maximum rights under applicable
copyright laws.

     (d) Each Grantor shall notify the Collateral Agent immediately if it knows
or has reason to know that any Patent, Trademark or Copyright material to the
conduct of its business may become abandoned, lost or dedicated to the public,
or of any adverse determination or development (including the institution of,
or any such determination or development in, any proceeding in the United
States Patent and Trademark Office, United States Copyright Office or any court
or similar office of any country) regarding such Grantor's ownership of any
Patent, Trademark or Copyright, its right to register the same, or to keep and
maintain the same.

     (e) In no event shall any Grantor, either itself or through any agent,
employee, licensee or designee, file an application for any Patent, Trademark
or Copyright (or for the registration of any Trademark or Copyright) with the
United States Patent and Trademark Office, United States Copyright Office or
any office or agency in any political subdivision of the United States or in
any other country or any political subdivision thereof, unless it promptly
informs the Collateral Agent, and, upon request of the Collateral Agent,
executes and delivers any and all agreements, instruments, documents and papers
as the Collateral Agent may request to evidence the Collateral Agent's security
interest in such Patent, Trademark or Copyright, and each Grantor hereby
appoints the Collateral Agent as its attorney-in-fact to execute and file such
writings for the foregoing purposes, all acts of such attorney being hereby
ratified and confirmed; such power, being coupled with an interest, is
irrevocable during the term of this Agreement.

     (f) Each Grantor will take all necessary steps that are consistent with
the practice in any proceeding before the United States Patent and Trademark
Office, United States Copyright Office or any office or agency in any political
subdivision of the United States or in any other country or any political
subdivision thereof, to maintain and pursue each material application relating
to the Patents, Trademarks and/or Copyrights (and to obtain the relevant grant
or registration) and to maintain each issued Patent and each registration of
the Trademarks and Copyrights that is material to the conduct of any Grantor's
business, including timely filings of applications for renewal, affidavits of
use, affidavits of incontestability and payment of maintenance fees, and, if
consistent with good business judgment, to initiate opposition, interference
and cancelation proceedings against third parties.



                                      13
<PAGE>

     (g) In the event that any Grantor has reason to believe that any
Collateral consisting of a Patent, Trademark or Copyright material to the
conduct of any Grantor's business has been or is about to be infringed,
misappropriated or diluted by a third party, such Grantor promptly shall notify
the Collateral Agent and shall, if consistent with good business judgment,
promptly sue for infringement, misappropriation or dilution and to recover any
and all damages for such infringement, misappropriation or dilution, and take
such other actions as are appropriate under the circumstances to protect such
Collateral.

     (h) Upon and during the continuance of an Event of Default, each Grantor
shall use its commercially reasonable efforts to obtain all requisite consents
or approvals by the licensor of each Copyright License, Patent License or
Trademark License to effect the assignment of all of such Grantor's right,
title and interest thereunder to the Collateral Agent or its designee.


                                 ARTICLE V

                                Collections

     Power of Attorney. Each Grantor irrevocably makes, constitutes and
appoints the Collateral Agent (and all officers, employees or agents designated
by the Collateral Agent) as such Grantor's true and lawful agent and
attorney-in-fact, and in such capacity the Collateral Agent shall have the
right, with power of substitution for each Grantor and in each Grantor's name
or otherwise, for the use and benefit of the Collateral Agent and the Secured
Parties, upon the occurrence and during the continuance of an Event of Default
(a) to receive, endorse, assign and/or deliver any and all notes, acceptances,
checks, drafts, money orders or other evidences of payment relating to the
Collateral or any part thereof; (b) to demand, collect, receive payment of,
give receipt for and give discharges and releases of all or any of the
Collateral; (c) to sign the name of any Grantor on any invoice or bill of
lading relating to any of the Collateral; (d) to send verifications of Accounts
Receivable to any Account Debtor; (e) to commence and prosecute any and all
suits, actions or proceedings at law or in equity in any court of competent
jurisdiction to collect or otherwise realize on all or any of the Collateral or
to enforce any rights in respect of any Collateral; (f) to settle, compromise,
compound, adjust or defend any actions, suits or proceedings relating to all or
any of the Collateral; (g) to notify, or to require any Grantor to notify,
Account Debtors to make payment directly to the Collateral Agent; and (h) to
use, sell, assign, transfer, pledge, make any agreement with respect to or
otherwise deal with all or any of the Collateral, and to do all other acts and
things necessary to carry out the purposes of this Agreement, as fully and
completely as though the Collateral Agent were the absolute owner of the
Collateral for all purposes; provided, however, that nothing herein contained
shall be construed as requiring or obligating the Collateral Agent or any
Secured Party to make any commitment or to make any inquiry as to the nature or
sufficiency of any payment received by the Collateral Agent or any Secured
Party, or to present or file any claim or notice, or to take any action with
respect to the Collateral or any part thereof or the moneys due or to become
due in respect thereof or any property covered thereby, and no action taken or
omitted to be taken by the Collateral Agent or any Secured Party with respect
to the Collateral or any part thereof shall give rise to any defense,
counterclaim or offset in favor of any Grantor or to any claim or action
against the Collateral Agent or any Secured Party. It is understood and agreed
that the appointment of the Collateral Agent as the agent and attorney-in-fact
of the Grantors for the purposes set forth above is coupled with an interest
and is irrevocable during the term of this Agreement. The provisions of this
Section shall in no event relieve any Grantor of any of its obligations
hereunder or under any other Loan Document with respect to the Collateral or
any part thereof or impose any obligation on the Collateral Agent or any
Secured Party to proceed in any particular manner with respect to the
Collateral or any part thereof, or in any way limit the exercise by the
Collateral Agent or any Secured Party of any other or further right which it
may have on the date of this Agreement or hereafter, whether hereunder, under
any other Loan Document, by law or otherwise.




                                      14
<PAGE>

                                 ARTICLE VI

                                  Remedies

     SECTION 6.01. Remedies upon Default. Upon the occurrence and during the
continuance of an Event of Default, each Grantor agrees to deliver each item of
Collateral to the Collateral Agent on demand, and it is agreed that the
Collateral Agent shall have the right to take any of or all the following
actions at the same or different times: (a) with respect to any Collateral
consisting of Intellectual Property, on demand, to cause the Security Interest
to become an assignment, transfer and conveyance of any of or all such
Collateral by the applicable Grantors to the Collateral Agent, or to license or
sublicense, whether general, special or otherwise, and whether on an exclusive
or non-exclusive basis, any such Collateral throughout the world on such terms
and conditions and in such manner as the Collateral Agent shall determine
(other than in violation of any then-existing licensing arrangements to the
extent that waivers cannot be obtained), and (b) with or without legal process
and with or without prior notice or demand for performance, to take possession
of the Collateral and without liability for trespass to enter any premises
where the Collateral may be located for the purpose of taking possession of or
removing the Collateral and, generally, to exercise any and all rights afforded
to a secured party under the Uniform Commercial Code or other applicable law.
Without limiting the generality of the foregoing, each Grantor agrees that the
Collateral Agent shall have the right, subject to the mandatory requirements of
applicable law, to sell or otherwise dispose of all or any part of the
Collateral, at public or private sale or at any broker's board or on any
securities exchange, for cash, upon credit or for future delivery as the
Collateral Agent shall deem appropriate. The Collateral Agent shall be
authorized at any such sale (if it deems it advisable to do so) to restrict the
prospective bidders or purchasers to persons who will represent and agree that
they are purchasing the Collateral for their own account for investment and not
with a view to the distribution or sale thereof, and upon consummation of any
such sale the Collateral Agent shall have the right to assign, transfer and
deliver to the purchaser or purchasers thereof the Collateral so sold. Each
such purchaser at any such sale shall hold the property sold absolutely, free
from any claim or right on the part of any Grantor, and each Grantor hereby
waives (to the extent permitted by law) all rights of redemption, stay and
appraisal which such Grantor now has or may at any time in the future have
under any rule of law or statute now existing or hereafter enacted.

     The Collateral Agent shall give the Grantors 10 days' written notice
(which each Grantor agrees is reasonable notice within the meaning of Section
9-504(3) of the Uniform Commercial Code as in effect in the State of New York
or its equivalent in other jurisdictions) of the Collateral Agent's intention
to make any sale of Collateral. Such notice, in the case of a public sale,
shall state the time and place for such sale and, in the case of a sale at a
broker's board or on a securities exchange, shall state the board or exchange
at which such sale is to be made and the day on which the Collateral, or
portion thereof, will first be offered for sale at such board or exchange. Any
such public sale shall be held at such time or times within ordinary business
hours and at such place or places as the Collateral Agent may fix and state in
the notice (if any) of such sale. At any such sale, the Collateral, or portion
thereof, to be sold may be sold in one lot as an entirety or in separate
parcels, as the Collateral Agent may (in its sole and absolute discretion)
determine. The Collateral Agent shall not be obligated to make any sale of any
Collateral if it shall determine not to do so, regardless of the fact that
notice of sale of such Collateral shall have been given. The Collateral Agent
may, without notice or publication, adjourn any public or private sale or cause
the same to be adjourned from time to time by announcement at the time and
place fixed for sale, and such sale may, without further notice, be made at the
time and place to which the same was so adjourned. In case any sale of all or
any part of the Collateral is made on credit or for future delivery, the
Collateral so sold may be retained by the Collateral Agent until the sale price
is paid by the purchaser or purchasers thereof, but the Collateral Agent shall
not incur any liability in case any such purchaser or purchasers shall fail to
take up and pay for the Collateral so sold and, in case of any such failure,
such Collateral may be sold again upon like notice. At any public (or, to the
extent permitted by law, private) sale made pursuant to this Section, any
Secured Party may bid for or purchase, free (to the extent permitted by law)
from any right of redemption, stay, valuation or appraisal on the part of any
Grantor (all said rights being also hereby waived and released to the extent
permitted by law), the Collateral or any part thereof offered for sale and may
make payment on account thereof by using any claim then due and payable to such
Secured Party from any Grantor as a credit against the purchase price, and such
Secured Party may, upon compliance with the terms of sale, hold, retain and
dispose of such property without further accountability to any Grantor
therefor. For purposes hereof, a written agreement to purchase the Collateral
or any portion thereof shall be treated as a sale thereof; the Collateral Agent
shall be free to carry out such sale pursuant to such agreement and no Grantor
shall be entitled to the return of the Collateral or any portion thereof
subject to such agreement, notwithstanding the fact that after the Collateral
Agent shall have entered into such an agreement all Events of Default shall
have been remedied and the Obligations paid in full. As an alternative to
exercising the power of sale herein conferred upon it, the Collateral Agent may
proceed by a suit or suits at law or in equity to foreclose this Agreement and
to sell the Collateral or any portion thereof pursuant to a judgment or decree
of a court or courts having competent jurisdiction or pursuant to a proceeding
by a court- appointed receiver.



                                      15
<PAGE>

         SECTION 6.02. Application of Proceeds. (a) Subject to paragraph
(b) of this section, the Collateral Agent shall apply the proceeds of any
collection or sale of the Collateral, as well as any Collateral consisting
of cash, as follows:

                  FIRST, to the payment of all costs and expenses incurred
         by the Administrative Agent or the Collateral Agent (in its
         capacity as such hereunder or under any other Loan Document) in
         connection with such collection or sale or otherwise in connection
         with this Agreement or any of the Obligations, including all court
         costs and the fees and expenses of its agents and legal counsel,
         the repayment of all advances made by the Collateral Agent
         hereunder or under any other Loan Document on behalf of any
         Grantor and any other costs or expenses incurred in connection
         with the exercise of any right or remedy hereunder or under any
         other Loan Document;

                  SECOND, to the payment in full of the Obligations (the
         amounts so applied to be distributed among the Secured Parties pro
         rata in accordance with the amounts of the Obligations owed to
         them on the date of any such distribution); and

                  THIRD, to the Grantors, their successors or assigns, or
         as a court of competent jurisdiction may otherwise direct.

         (b) Notwithstanding any contrary provision of paragraph (a) of
this Section, (i) proceeds of Collateral and cash Collateral other than the
Roberts Collateral, the WOW Collateral and the Southwest Collateral shall
not be applied to the payment of Roberts Obligations, WOW Obligations or
Southwest Obligations, (ii) proceeds of WOW Collateral and cash WOW
Collateral shall not be applied to the payment of Roberts Obligations or
Southwest Obligations and shall be applied to the payment of WOW
Obligations, until the WOW Obligations have been paid in full, prior to
being applied to payment of the General Obligations, (iii) proceeds of
Roberts Collateral and cash Roberts Collateral shall not be applied to the
payment of WOW Obligations or Southwest Obligations and shall be applied to
the payment of the Roberts Obligations, until the Roberts Obligations have
been paid in full, prior to being applied to payment of the General
Obligations and (iv) proceeds of Southwest Collateral and cash Southwest
Collateral shall not be applied to the payment of Roberts Obligations or
WOW Obligations and shall be applied to the payment of the Southwest
Obligations, until the Southwest Obligations have been paid in full, prior
to being applied to payment of the General Obligations.

         (c) The Collateral Agent shall have absolute discretion as to the
time of application of any such proceeds, moneys or balances in accordance
with this Agreement. Upon any sale of the Collateral by the Collateral
Agent (including pursuant to a power of sale granted by statute or under a
judicial proceeding), the receipt of the Collateral Agent or of the officer
making the sale shall be a sufficient discharge to the purchaser or
purchasers of the Collateral so sold and such purchaser or purchasers shall
not be obligated to see to the application of any part of the purchase
money paid over to the Collateral Agent or such officer or be answerable in
any way for the misapplication thereof.

         SECTION 6.03. Grant of License to Use Intellectual Property. For
the purpose of enabling the Collateral Agent to exercise rights and
remedies under this Article at such time as the Collateral Agent shall be
lawfully entitled to exercise such rights and remedies, each Grantor hereby
grants to the Collateral Agent an irrevocable, non-exclusive license
(exercisable without payment of royalty or other compensation to the
Grantors) to use, license or sub-license any of the Collateral consisting
of Intellectual Property now owned or hereafter acquired by such Grantor,
and wherever the same may be located, and including in such license
reasonable access to all media in which any of the licensed items may be
recorded or stored and to all computer software and programs used for the
compilation or printout thereof. The use of such license by the Collateral
Agent shall be exercised, at the option of the Collateral Agent, upon the
occurrence and during the continuation of an Event of Default; provided
that any license, sub-license or other transaction entered into by the
Collateral Agent in accordance herewith shall be binding upon the Grantors
notwithstanding any subsequent cure of an Event of Default.




                                      16
<PAGE>

                                ARTICLE VII

                               Miscellaneous

         SECTION 7.01. Notices. All communications and notices hereunder
shall (except as otherwise expressly permitted herein) be in writing and
given as provided in Section 9.01 of the Credit Agreement. All
communications and notices hereunder to any Subsidiary Guarantor shall be
given to it at its address or telecopy number set forth on Schedule I, with
a copy to the Borrower.

         SECTION 7.02. Security Interest Absolute. All rights of the
Collateral Agent hereunder, the Security Interest and all obligations of
the Grantors hereunder shall be absolute and unconditional irrespective of
(a) any lack of validity or enforceability of the Credit Agreement, any
other Loan Document, any agreement with respect to any of the Obligations
or any other agreement or instrument relating to any of the foregoing, (b)
any change in the time, manner or place of payment of, or in any other term
of, all or any of the Obligations, or any other amendment or waiver of or
any consent to any departure from the Credit Agreement, any other Loan
Document or any other agreement or instrument, (c) any exchange, release or
non-perfection of any Lien on other collateral, or any release or amendment
or waiver of or consent under or departure from any guarantee, securing or
guaranteeing all or any of the Obligations, or (d) any other circumstance
that might otherwise constitute a defense available to, or a discharge of,
any Grantor in respect of the Obligations or this Agreement.

         SECTION 7.03. Survival of Agreement. All covenants, agreements,
representations and warranties made by any Grantor herein and in the
certificates or other instruments prepared or delivered in connection with
or pursuant to this Agreement shall be considered to have been relied upon
by the Secured Parties and shall survive the making by the Lenders of the
Loans, and the execution and delivery to the Lenders of any notes
evidencing such Loans, regardless of any investigation made by the Lenders
or on their behalf, and shall continue in full force and effect until this
Agreement shall terminate.

         SECTION 7.04. Binding Effect; Several Agreement. This Agreement
shall become effective as to any Grantor when a counterpart hereof executed
on behalf of such Grantor shall have been delivered to the Collateral Agent
and a counterpart hereof shall have been executed on behalf of the
Collateral Agent, and thereafter shall be binding upon such Grantor and the
Collateral Agent and their respective successors and assigns, and shall
inure to the benefit of such Grantor, the Collateral Agent and the other
Secured Parties and their respective successors and assigns, except that no
Grantor shall have the right to assign or transfer its rights or
obligations hereunder or any interest herein or in the Collateral (and any
such assignment or transfer shall be void) except as expressly contemplated
by this Agreement or the Credit Agreement. This Agreement shall be
construed as a separate agreement with respect to each Grantor and may be
amended, modified, supplemented, waived or released with respect to any
Grantor without the approval of any other Grantor and without affecting the
obligations of any other Grantor hereunder.

         SECTION 7.05. Successors and Assigns. Whenever in this Agreement
any of the parties hereto is referred to, such reference shall be deemed to
include the successors and assigns of such party; and all covenants,
promises and agreements by or on behalf of any Grantor or the Collateral
Agent that are contained in this Agreement shall bind and inure to the
benefit of their respective successors and assigns.

         SECTION 7.06. Collateral Agent's Fees and Expenses;
Indemnification. (a) Each Grantor jointly and severally agrees to pay upon
demand to the Collateral Agent the amount of any and all reasonable
expenses, including the reasonable fees, disbursements and other charges of
its counsel and of any experts or agents, which the Collateral Agent may
incur in connection with (i) the administration of this Agreement
(including the customary fees and charges of the Collateral Agent for any
audits conducted by it or on its behalf with respect to the Accounts
Receivable or Inventory), (ii) the custody or preservation of, or the sale
of, collection from or other realization upon any of the Collateral, (iii)
the exercise, enforcement or protection of any of the rights of the
Collateral Agent hereunder or (iv) the failure of any Grantor to perform or
observe any of the provisions hereof.



                                      17
<PAGE>

         (b) Without limitation of its indemnification obligations under
the other Loan Documents, each Grantor jointly and severally agrees to
indemnify the Collateral Agent and the other Indemnitees against, and hold
each of them harmless from, any and all losses, claims, damages,
liabilities and related expenses, including reasonable fees, disbursements
and other charges of counsel, incurred by or asserted against any of them
arising out of, in any way connected with, or as a result of, the
execution, delivery or performance of this Agreement or any claim,
litigation, investigation or proceeding relating hereto or to the
Collateral, whether or not any Indemnitee is a party thereto; provided that
such indemnity shall not, as to any Indemnitee, be available to the extent
that such losses, claims, damages, liabilities or related expenses are
determined by a court of competent jurisdiction by final and nonappealable
judgment to have resulted from the gross negligence or willful misconduct
of such Indemnitee.

     (c) Any such amounts payable as provided hereunder shall be additional
Obligations secured hereby and by the other Security Documents. The provisions
of this Section 7.06 shall remain operative and in full force and effect
regardless of the termination of this Agreement or any other Loan Document, the
consummation of the transactions contemplated hereby, the repayment of any of
the Loans, the invalidity or unenforceability of any term or provision of this
Agreement or any other Loan Document, or any investigation made by or on behalf
of the Collateral Agent or any Lender. All amounts due under this Section 7.06
shall be payable on written demand therefor.

         SECTION 7.07. GOVERNING LAW. THIS AGREEMENT SHALL BE CONSTRUED IN
ACCORDANCE WITH AND GOVERNED BY THE LAWS OF THE STATE OF NEW YORK.

         SECTION 7.08. Waivers; Amendment. (a) No failure or delay of the
Collateral Agent in exercising any power or right hereunder shall operate
as a waiver thereof, nor shall any single or partial exercise of any such
right or power, or any abandonment or discontinuance of steps to enforce
such a right or power, preclude any other or further exercise thereof or
the exercise of any other right or power. The rights and remedies of the
Collateral Agent hereunder and of the Collateral Agent, the Issuing Bank,
the Administrative Agent and the Lenders under the other Loan Documents are
cumulative and are not exclusive of any rights or remedies that they would
otherwise have. No waiver of any provisions of this Agreement or any other
Loan Document or consent to any departure by any Grantor therefrom shall in
any event be effective unless the same shall be permitted by paragraph (b)
below, and then such waiver or consent shall be effective only in the
specific instance and for the purpose for which given. No notice to or
demand on any Grantor in any case shall entitle such Grantor or any other
Grantor to any other or further notice or demand in similar or other
circumstances.

         (b) Neither this Agreement nor any provision hereof may be waived,
amended or modified except pursuant to an agreement or agreements in
writing entered into by the Collateral Agent and the Grantor or Grantors
with respect to which such waiver, amendment or modification is to apply,
subject to any consent required in accordance with Section 9.02 of the
Credit Agreement.

         SECTION 7.09. WAIVER OF JURY TRIAL. EACH PARTY HERETO HEREBY
WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY
HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LITIGATION DIRECTLY OR INDIRECTLY
ARISING OUT OF, UNDER OR IN CONNECTION WITH THIS AGREEMENT OR ANY OF THE
OTHER LOAN DOCUMENTS. EACH PARTY HERETO (A) CERTIFIES THAT NO
REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED,
EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF
LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER AND (B) ACKNOWLEDGES THAT
IT AND THE OTHER PARTIES HERETO HAVE BEEN INDUCED TO ENTER INTO THIS
AGREEMENT AND THE OTHER LOAN DOCUMENTS, AS APPLICABLE, BY, AMONG OTHER
THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION 7.09.



                                      18
<PAGE>

     SECTION 7.10. Severability. In the event any one or more of the provisions
contained in this Agreement should be held invalid, illegal or unenforceable in
any respect, the validity, legality and enforceability of the remaining
provisions contained herein shall not in any way be affected or impaired
thereby (it being understood that the invalidity of a particular provision in a
particular jurisdiction shall not in and of itself affect the validity of such
provision in any other jurisdiction). The parties shall endeavor in good-faith
negotiations to replace the invalid, illegal or unenforceable provisions with
valid provisions the economic effect of which comes as close as possible to
that of the invalid, illegal or unenforceable provisions.

     SECTION 7.11 Counterparts. This 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 (subject to Section 7.04), and
shall become effective as provided in Section 7.04. Delivery of an executed
signature page to this Agreement by facsimile transmission shall be effective
as delivery of a manually executed counterpart hereof.

     SECTION 7.12. Headings. Article and Section headings used herein are for
the purpose of reference only, are not part of this Agreement and are not to
affect the construction of, or to be taken into consideration in interpreting,
this Agreement.

     SECTION 7.13. Jurisdiction; Consent to Service of Process. (a) Each
Grantor hereby irrevocably and unconditionally submits, for itself and its
property, to the nonexclusive jurisdiction of any New York State court or
Federal court of the United States of America sitting in New York City, and any
appellate court from any thereof, in any action or proceeding arising out of or
relating to this Agreement or the other Loan Documents, or for recognition or
enforcement of any judgment, and each of the parties hereto hereby irrevocably
and unconditionally agrees that all claims in respect of any such action or
proceeding may be heard and determined in such New York State or, to the extent
permitted by law, in such Federal court. Each of the parties hereto agrees that
a final judgment in any such action or proceeding shall be conclusive and may
be enforced in other jurisdictions by suit on the judgment or in any other
manner provided by law. Nothing in this Agreement shall affect any right that
the Collateral Agent, the Administrative Agent, the Issuing Bank or any Lender
may otherwise have to bring any action or proceeding relating to this Agreement
or the other Loan Documents against any Grantor or its properties in the courts
of any jurisdiction.

         (b) Each Grantor hereby irrevocably and unconditionally waives, to
the fullest extent it may legally and effectively do so, any objection
which it may now or hereafter have to the laying of venue of any suit,
action or proceeding arising out of or relating to this Agreement or the
other Loan Documents in any New York State or Federal court. Each of the
parties hereto hereby irrevocably waives, to the fullest extent permitted
by law, the defense of an inconvenient forum to the maintenance of such
action or proceeding in any such court.

         (c) Each party to this Agreement irrevocably consents to service
of process in the manner provided for notices in Section 7.01. Nothing in
this Agreement will affect the right of any party to this Agreement to
serve process in any other manner permitted by law.

         SECTION 7.14. Termination. (a) This Agreement and the Security
Interest shall terminate when all the Obligations have been indefeasibly
paid in full, the Lenders have no further commitment to lend, the LC
Exposure has been reduced to zero and the Issuing Bank has no further
commitment to issue Letters of Credit under the Credit Agreement, at which
time the Collateral Agent shall execute and deliver to the Grantors, at the
Grantors' expense, all Uniform Commercial Code termination statements and
similar documents which the Grantors shall reasonably request to evidence
such termination. Any execution and delivery of termination statements or
documents pursuant to this whole of Section 7.14 shall be without recourse
to or warranty by the Collateral Agent. A Subsidiary Guarantor shall
automatically be released from its obligations hereunder and the Security
Interest in the Collateral of such Subsidiary Guarantor shall be
automatically released in the event that all the capital stock of such
Subsidiary Guarantor shall be sold, transferred or otherwise disposed of to
a person that is not an Affiliate of the Borrower in accordance with the
terms of the Credit Agreement; provided that the Required Lenders shall
have consented to such sale, transfer or other disposition (to the extent
required by the Credit Agreement) and the terms of such consent did not
provide otherwise.


                                      19
<PAGE>

         (b) Upon any sale or other transfer by any Grantor of any
Collateral that is permitted under the Credit Agreement to any Person that
is not a Grantor, or upon the effectiveness of any written consent to the
release of a security interest granted hereby in any Collateral pursuant to
the Credit Agreement, the security interest in such Collateral shall be
automatically released.

         SECTION 7.15. Additional Grantors. Upon execution and delivery by
the Collateral Agent and a Subsidiary of an instrument in the form of Annex
3 hereto, such Subsidiary shall become a Grantor hereunder with the same
force and effect as if originally named as a Grantor herein. The execution
and delivery of any such instrument shall not require the consent of any
Grantor hereunder. The rights and obligations of each Grantor hereunder
shall remain in full force and effect notwithstanding the addition of any
new Grantor as a party to this Agreement.

         SECTION 7.16. Compliance with Laws. Notwithstanding anything
herein which may be construed to the contrary, no action shall be taken by
any of the Collateral Agent and the Secured Parties with respect to the
Licenses or any license of the Federal Communications Commission ("FCC")
unless and until any required approval under the Federal Communications Act
of 1934, and any applicable rules and regulations thereunder, requiring the
consent to or approval of such action by the FCC or any governmental or
other authority, have been satisfied and, to the extent applicable, any
remedial action taken with respect to the Collateral or any Security
Interest granted therein by the Collateral Agent and the Secured Parties
shall be subject to other applicable laws.



         IN WITNESS WHEREOF, the parties hereto have duly executed this
Agreement as of the day and year first above written.

ALAMOSA (DELAWARE), INC.,

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


ALAMOSA HOLDINGS, LLC.,

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


EACH OF THE SUBSIDIARY
GUARANTORS LISTED ON SCHEDULE I
HERETO EXCEPT ALAMOSA LIMITED,
LLC,

   by
        /s/  David E. Sharbutt
      -----------------------------------------------
      Name:
      Title:  Authorized Officer


ALAMOSA LIMITED, LLC,

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


CITICORP USA, INC., as Collateral Agent,

   by
        /s/  J. Douglas Harvey
      -----------------------------------------------
      Name:  J. Douglas Harvey
      Title: Authorized Officer

                                      20

<PAGE>
                                   SCHEDULE I

                           SUBSIDIARY GUARANTORS


Subsidiary Guarantor                              Address
-------------------------------------------------------------------------------
Texas Telecommunications, LP                      5225 S. Loop 289
                                                  Suite 120
                                                  Lubbock, Texas 79424

Alamosa Properties, L.P.                          5225 S. Loop 289
                                                  Suite 120
                                                  Lubbock, Texas 79424

Alamosa Wisconsin Limited Partnership             4797 West Grand Market Drive
                                                  Appleton, Wisconsin  54913

Alamosa (Wisconsin) Properties, LLC               4797 West Grand Market Drive
                                                  Appleton , Wisconsin  54913

Alamosa Delaware GP, LLC                          5225 S. Loop 289
                                                  Suite 120
                                                  Lubbock, Texas 79424

Alamosa Wisconsin GP, LLC                         4797 West Grand Market Drive
                                                  Appleton, Wisconsin  54913

Alamosa Finance, LLC                              5225 S. Loop 289
                                                  Suite 120
                                                  Lubbock, Texas 79424

Alamosa Limited, LLC                              200 West Ninth Street Plaza
                                                  Suite 102
                                                  Wilmington, Delaware 19801

Alamosa PCS, Inc.                                 5225 S. Loop 289
                                                  Suite 120
                                                  Lubbock, Texas 79424

Alamosa Holdings, LLC                             5225 S. Loop 289
                                                  Suite 120
                                                  Lubbock, Texas 79424

Roberts Wireless Communications L.L.C.            5225 S. Loop 289
                                                  Suite 120
                                                  Lubbock, Texas 79424

Roberts Wireless Properties L.L.C.                5225 S. Loop 289
                                                  Suite 120
                                                  Lubbock, Texas 79424

Washington Oregon Wireless, LLC                   5225 S. Loop 289
                                                  Suite 120
                                                  Lubbock, Texas 79424

Washington Oregon Wireless Properties, LLC        5225 S. Loop 289
                                                  Suite 120
                                                  Lubbock, Texas 79424

Washington Oregon Wireless Licenses, LLC          5225 S. Loop 289
                                                  Suite 120
                                                  Lubbock, Texas 79424

Southwest PCS, L.P.                               5225 S. Loop 289
                                                  Suite 120
                                                  Lubbock, Texas 79424

SWGP, LLC                                         5225 S. Loop 289
                                                  Suite 120
                                                  Lubbock, Texas 79424

SWLP, LLC                                         5225 S. Loop 289
                                                  Suite 120
                                                  Lubbock, Texas 79424

Southwest PCS Properties, LLC                     5225 S. Loop 289
                                                  Suite 120
                                                  Lubbock, Texas 79424

Southwest PCS Licenses, LLC                       5225 S. Loop 289
                                                  Suite 120
                                                  Lubbock, Texas 79424

                                      21
<PAGE>

SCHEDULE II

                                   COPYRIGHTS




                                    NONE




SCHEDULE III

                                  LICENSES



                                    NONE


SCHEDULE IV


                                  PATENTS


                                    NONE


SCHEDULE V


                                 TRADEMARKS

                                    NONE


                                      22
<PAGE>

                                 Annex 1 to the
                               Security Agreement

                        [FORM OF] PERFECTION CERTIFICATE


     Reference is made to the Amended and Restated Credit Agreement dated as of
February 14, 2001, as amended and restated as of March 30, 2001 (as amended,
supplemented or otherwise modified from time to time, the "Credit Agreement"),
among Alamosa Holdings, Inc., a Delaware corporation ("Superholdings"), Alamosa
(Delaware), Inc., a Delaware corporation ("Alamosa Delaware"), Alamosa
Holdings, LLC, a Delaware limited liability company (the "Borrower"), the
lenders from time to time party thereto (the "Lenders"), Export Development
Corporation, as Co-Documentation Agent, First Union National Bank, as
Documentation Agent, Toronto Dominion (Texas), Inc., as Syndication Agent and
Citicorp USA, Inc., as Administrative Agent and Collateral Agent for the
Lenders (in such capacity, the "Administrative Agent"). Capitalized terms used
but not defined herein have the meanings assigned in the Credit Agreement or
the Security Agreement referred to therein, as applicable.

The undersigned, a Financial Officer and a Legal Officer, respectively, of
the Borrower, hereby certify to the Collateral Agent and each other Secured
Party as follows:

1. Names.

     (a) The exact corporate name of each Grantor, as such name appears in its
respective certificate of incorporation, is as follows:

     (b) Set forth below is each other corporate name each Grantor has had in
the past five years, together with the date of the relevant change:

     (c) Except as set forth in Schedule 1 hereto, no Grantor has changed its
identity or corporate structure in any way within the past five years. Changes
in identity or corporate structure would include mergers, consolidations and
acquisitions, as well as any change in the form, nature or jurisdiction of
corporate organization. If any such change has occurred, include in Schedule 1
the information required by Sections 1 and 2 of this certificate as to each
acquiree or constituent party to a merger or consolidation.

     (d) The following is a list of all other names (including trade names or
similar appellations) used by each Grantor or any of its divisions or other
business units in connection with the conduct of its business or the ownership
of its properties at any time during the past five years:

     (e) Set forth below is the Federal Taxpayer Identification Number of each
Grantor:

2. Current Locations.

     (a) The chief executive office of each Grantor is located at the address
set forth opposite its name below:


   Grantor            Mailing Address           County               State
   -------            ---------------           ------               -----


(b) Set forth below opposite the name of each Grantor are all locations
where such Grantor maintains any books or records relating to any Accounts
Receivable (with each location at which chattel paper, if any, is kept
being indicated by an "*"):


   Grantor            Mailing Address           County               State
   -------            ---------------           ------               -----




                                      23
<PAGE>

(c) Set forth below opposite the name of each Grantor are all the locations
where such Grantor maintains any Equipment or other Collateral not
identified above:


   Grantor            Mailing Address           County               State
   -------            ---------------           ------               -----


(d) Set forth below opposite the name of each Grantor are all the places of
business of such Grantor not identified in paragraph (a), (b) or (c) above:


   Grantor            Mailing Address           County               State
   -------            ---------------           ------               -----


(e) Set forth below opposite the name of each Grantor are the names and
addresses of all Persons other than such Grantor that have possession of
any of the Collateral of such Grantor:


   Grantor            Mailing Address           County               State
   -------            ---------------           ------               -----

3. Unusual Transactions. All Accounts Receivable have been originated by
the Grantors and all Inventory has been acquired by the Grantors in the
ordinary course of business.

4. File Search Reports. File search reports have been obtained from each
Uniform Commercial Code filing office identified with respect to such
Grantor in Section 2 hereof, and such search reports reflect no liens
against any of the Collateral other than those permitted under the Credit
Agreement.

5. UCC Filings. Duly signed financing statements on Form UCC- 1 in
substantially the form of Schedule 5 hereto have been prepared for filing
in the Uniform Commercial Code filing office in each jurisdiction
identified with respect to such Grantor in Section 2 hereof.

6. Schedule of Filings. Attached hereto as Schedule 6 is a schedule setting
forth, with respect to the filings described in Section 5 above, each
filing and the filing office in which such filing is to be made.

7. Stock Ownership and other Equity Interests. Attached hereto as Schedule
7 is a true and correct list of all the issued and outstanding stock,
partnership interests, limited liability company membership interests or
other equity interest of the Borrower and each Subsidiary and the record
and beneficial owners of such stock, partnership interests, membership
interests or other equity interests. Also set forth on Schedule 7 is each
equity investment of the Borrower or any Subsidiary that represents 50% or
less of the equity of the entity in which such investment was made.

8. Debt Instruments. Attached hereto as Schedule 8 is a true and correct
list of all promissory notes and other evidence of indebtedness held by the
Borrower and each Subsidiary that are required to be pledged under the
Pledge Agreement, including all intercompany notes between the Borrower and
each Subsidiary of the Borrower and each Subsidiary of the Borrower and
each other such Subsidiary.



                                      24
<PAGE>

9. Advances. Attached hereto as Schedule 9 is (a) a true and correct list
of all advances made by the Borrower to any Subsidiary of the Borrower or
made by any Subsidiary of the Borrower to the Borrower or to any other
Subsidiary of the Borrower (other than those identified on Schedule 8),
which advances will be on and after the date hereof evidenced by one or
more intercompany notes pledged to the Collateral Agent under the Pledge
Agreement and (b) a true and correct list of all unpaid intercompany
transfers of goods sold and delivered by or to the Borrower or any
Subsidiary of the Borrower.

10. Mortgage Filings. Attached hereto as Schedule 10 is a schedule setting
forth, with respect to each Mortgaged Property, (a) the exact name of the
Person that owns such property as such name appears in its certificate of
incorporation or other organizational document, (b) if different from the name
identified pursuant to clause (a), the exact name of the current record owner
of such property reflected in the records of the filing office for such
property identified pursuant to the following clause and (c) the filing office
in which a Mortgage with respect to such property must be filed or recorded in
order for the Collateral Agent to obtain a perfected security interest therein.

11. Intellectual Property. Attached hereto as Schedule 11(A) in proper form
for filing with the United States Patent and Trademark Office is a schedule
setting forth all of each Grantor's Patents, Patent Licenses, Trademarks
and Trademark Licenses, including the name of the registered owner, the
registration number and the expiration date of each Patent, Patent License,
Trademark and Trademark License owned by any Grantor. Attached hereto as
Schedule 11(B) in proper form for filing with the United States Copyright
Office is a schedule setting forth all of each Grantor's Copyrights and
Copyright Licenses, including the name of the registered owner, the
registration number and the expiration date of each Copyright or Copyright
License owned by any Grantor.


IN WITNESS WHEREOF, the undersigned have duly executed this certificate on
this 14th day of February, 2001.

                                         [          ],

                                             by
                                                -------------------
                                                Name:
                                                Title:[Financial Officer]


                                             by
                                                -------------------
                                                Name:
                                                Title:[Legal Officer]

                                      25


<PAGE>



                                 Annex 2 to the
                    Amended and Restated Security Agreement

     SUPPLEMENT NO. __ dated as of          , to the Amended and Restated
Security Agreement dated as of February 14, 2001, as amended and restated as of
March 30, 2001, among Alamosa (Delaware), Inc., a Delaware corporation
("Alamosa Delaware"), Alamosa Holdings, LLC, a Delaware limited liability
company (the "Borrower"), each subsidiary of Alamosa Delaware listed on
Schedule I thereto (each such subsidiary individually a "Subsidiary Guarantor"
and collectively, the "Subsidiary Guarantors"; the Subsidiary Guarantors,
Alamosa Delaware and the Borrower are referred to collectively herein as the
"Grantors") and CITICORP USA, INC., a New York banking corporation
("Citicorp"), as collateral agent (in such capacity, the "Collateral Agent")
for the Secured Parties (as defined herein).

     A. Reference is made to (a) the Amended and Restated Credit Agreement
dated as of February 14, 2001, as amended and restated as of March 30, 2001 (as
amended, supplemented or otherwise modified from time to time, the "Credit
Agreement"), among Alamosa Holdings, Inc. ("Superholdings"), Alamosa Delaware,
the Borrower, the lenders from time to time party thereto (the "Lenders"),
Export Development Corporation, as Co-Documentation Agent, First Union National
Bank, as Documentation Agent, Toronto Dominion (Texas), Inc., as Syndication
Agent and Citicorp, as administrative agent for the Lenders (in such capacity,
the "Administrative Agent"), Collateral Agent and issuing bank (in such
capacity, the "Issuing Bank") and (b) the Amended and Restated Guarantee
Agreement dated as of February 14, 2001 as amended and restated as of March 30,
2001, (as amended, supplemented or otherwise modified from time to time, the
"Guarantee Agreement"), among Superholdings, APCS, Alamosa Delaware, the
Subsidiary Guarantors and the Collateral Agent.

     B. Capitalized terms used herein and not otherwise defined herein shall
have the meanings assigned to such terms in the Security Agreement and the
Credit Agreement.

     C. The Grantors have entered into the Security Agreement in order to
induce the Lenders to make Loans and the Issuing Bank to issue Letters of
Credit. Section 7.15 of Security Agreement provides that additional
Subsidiaries of the Borrower may become Grantors under the Security Agreement
by execution and delivery of an instrument in the form of this Supplement. The
undersigned Subsidiary (the "New Grantor") is executing this Supplement in
accordance with the requirements of the Credit Agreement to become a Grantor
under the Security Agreement in order to induce the Lenders to make additional
Loans and the Issuing Bank to issue additional Letters of Credit and as
consideration for Loans previously made and Letters of Credit previously
issued.

         Accordingly, the Collateral Agent and the New Grantor agree as
follows:

         SECTION 1. In accordance with Section 7.15 of the Security
Agreement, the New Grantor by its signature below becomes a Grantor under
the Security Agreement with the same force and effect as if originally
named therein as a Grantor and the New Grantor hereby (a) agrees to all the
terms and provisions of the Security Agreement applicable to it as a
Grantor thereunder and (b) represents and warrants that the representations
and warranties made by it as a Grantor thereunder are true and correct on
and as of the date hereof. In furtherance of the foregoing, the New
Grantor, as security for the payment and performance in full of the
Obligations (as defined in the Security Agreement and subject to the
proviso of Section 2.01 of the Security Agreement), does hereby create and
grant to the Collateral Agent, its successors and assigns, for the benefit
of the Secured Parties, their successors and assigns, a security interest
in and lien on all of the New Grantor's right, title and interest in and to
the Collateral (as defined in the Security Agreement) of the New Grantor.
Each reference to a "Grantor" in the Security Agreement shall be deemed to
include the New Grantor. The Security Agreement is hereby incorporated
herein by reference.



                                      26
<PAGE>

         SECTION 2. The New Grantor represents and warrants to the
Collateral Agent and the other Secured Parties that this Supplement has
been duly authorized, executed and delivered by it and constitutes its
legal, valid and binding obligation, enforceable against it in accordance
with its terms, subject to applicable bankruptcy, insolvency,
reorganization, moratorium or other laws affecting creditors' rights
generally and subject to general principles of equity, regardless of
whether considered in a proceeding in equity or at law.

         SECTION 3. This Supplement may be executed in counterparts (and by
different parties hereto on different counterparts), each of which shall
constitute an original, but all of which when taken together shall
constitute a single contract. This Supplement shall become effective when
the Collateral Agent shall have received counterparts of this Supplement
that, when taken together, bear the signatures of the New Grantor and the
Collateral Agent. Delivery of an executed signature page to this Supplement
by facsimile transmission shall be as effective as delivery of a manually
signed counterpart of this Supplement.

         SECTION 4. The New Grantor hereby represents and warrants that (a)
set forth on Schedule I attached hereto is a true and correct schedule of
the location of any and all Collateral of the New Grantor and (b) set forth
under its signature hereto, is the true and correct location of the chief
executive office of the New Grantor, each as of the date hereof.

         SECTION 5. Except as expressly supplemented hereby, the Security
Agreement shall remain in full force and effect.

         SECTION 6. THIS SUPPLEMENT SHALL BE GOVERNED BY, AND CONSTRUED IN
ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.

         SECTION 7. In case any one or more of the provisions contained in
this Supplement should be held invalid, illegal or unenforceable in any
respect, the validity, legality and enforceability of the remaining
provisions contained herein and in the Security Agreement shall not in any
way be affected or impaired thereby (it being understood that the
invalidity of a particular provision in a particular jurisdiction shall not
in and of itself affect the validity of such provision in any other
jurisdiction). The parties hereto shall endeavor in good-faith negotiations
to replace the invalid, illegal or unenforceable provisions with valid
provisions the economic effect of which comes as close as possible to that
of the invalid, illegal or unenforceable provisions.

         SECTION 8. All communications and notices hereunder shall be in
writing and given as provided in Section 7.01 of the Security Agreement.
All communications and notices hereunder to the New Grantor shall be given
to it at the address set forth under its signature below.

         SECTION 9. The New Grantor agrees to reimburse the Collateral
Agent for its reasonable out- of-pocket expenses in connection with this
Supplement, including the reasonable fees, other charges and disbursements
of counsel for the Collateral Agent.



                  IN WITNESS WHEREOF, the New Grantor and the Collateral
Agent have duly executed this Supplement to the Security Agreement as of
the day and year first above written.


                                    [Name Of New Grantor],

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


                                    CITICORP USA, INC., as Collateral Agent,

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





                                      27
<PAGE>

                                                    to Supplement No.___ to the
                                                             Security Agreement





                           LOCATION OF COLLATERAL



Description                                                   Location
-----------                                                   --------

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