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UNITEDSTATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C.20549

FORM 10-K

(Mark One)

|        |                                                                                                                                  |
|--------|----------------------------------------------------------------------------------------------------------------------------------|
|   | ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THESECURITIES EXCHANGE ACT  OF 1934 For the fiscal year ended:December 31, 2004 |

OR

|        |                                                                                                                                                                                                                                                                                                                                                              |
|--------|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|   | TRANSITIONREPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACTOF 1934 For the transition period from                 to                       |

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COMMISSION FILE NUMBER:0-32357

ALAMOSA HOLDINGS, INC.

(Exact name of registrant as specified in itscharter)

|                                                             |  |                                     |  |  |  |  |
|-------------------------------------------------------------|--|-------------------------------------|--|--|--|--|
| DELAWARE                                                    |  | 75-2890997                          |
| (State orother jurisdiction ofincorporation ororganization) |  | (I.R.S. Employer IdentificationNo.) |
|                                                             |

5225 SOUTH LOOP 289, SUITE 120LUBBOCK, TEXAS 79424 (Address of principal executive offices,including zip code)

(806) 722-1100(Registrant's telephone number, including area code)

Securities registered pursuant to Section 12(b) of the Act:NONE

Securities registered pursuant to Section 12(g) ofthe Act:

Common Stock, par value $.01 per shareRights to purchase Series A Preferred Stock, par value $.01 pershare

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Indicate by check markwhether the registrant (1) has filed all reports required to be filedby Section 13 or 15(d) of the Securities Exchange Act of 1934 duringthe preceding 12 months (or for such shorter period that the registrantwas required to file such reports), and (2) has been subject to suchfiling requirements for the past 90days.    YES      NO  

Indicate bycheck mark if disclosure of delinquent filers pursuant to Item 405 ofRegulation S-K is not contained herein, and will not be contained, tothe best of registrant's knowledge, in definitive proxy orinformation statements incorporated by reference in Part III of thisForm 10-K or any amendment to this Form 10-K.    

Indicate by check mark whether the registrant is an acceleratedfiler (as defined in Rule 12b-2 of theAct).    YES      NO  

Theaggregate market value of the voting and non-voting common equity heldby non-affiliates as of June 30, 2004 was approximately$588,270,000.

As of February 28, 2005, approximately 141.8million shares of common stock, par value $.01 per share, of theregistrant were issued and outstanding.

Portions of theregistrant's proxy statement to be mailed to stockholders for its2005 annual meeting are incorporated by reference into Part III of thisForm 10-K.

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TABLE OFCONTENTS

|            |  |                                                                                     |    |        |    |        |  |  |  |  |
|------------|--|-------------------------------------------------------------------------------------|----|--------|----|--------|--|--|--|--|
|       |  |                                                                                |    | Page   |
| PARTI      |  |                                                                                |    |
| ITEM1.     |  | BUSINESS                                                                            |    |   | 2  |   |
| ITEM2.     |  | PROPERTIES                                                                          |    |   | 26 |   |
| ITEM3.     |  | LEGAL PROCEEDINGS                                                                   |    |   | 26 |   |
| ITEM4.     |  | SUBMISSION OF MATTERS TO A VOTE OF SECURITYHOLDERS                                  |    |   | 29 |   |
| PARTII     |  |
| ITEM5.     |  | MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATEDSTOCKHOLDER MATTERS                |    |   | 30 |   |
| ITEM6.     |  | SELECTED FINANCIAL DATA                                                             |    |   | 31 |   |
| ITEM7.     |  | MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIALCONDITION AND RESULTS OF OPERATION |    |   | 32 |   |
| ITEM7A.    |  | QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKETRISK                           |    |   | 56 |   |
| ITEM 8.    |  | FINANCIAL STATEMENTSAND SUPPLEMENTARY DATA                                          |    |   | 57 |   |
| ITEM9.     |  | CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTINGAND FINANCIAL DISCLOSURE |    |   | 58 |   |
| ITEM9A.    |  | CONTROLS AND PROCEDURES                                                             |    |   | 58 |   |
| ITEM9B.    |  | OTHERINFORMATION                                                                    |    |   | 58 |   |
| PARTIII    |  |
| ITEM 10.   |  | DIRECTORS AND EXECUTIVEOFFICERS OF THE REGISTRANT                                   |    |   | 58 |   |
| ITEM11.    |  | EXECUTIVE COMPENSATION                                                              |    |   | 58 |   |
| ITEM12.    |  | SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS ANDMANAGEMENT                       |    |   | 59 |   |
| ITEM 13.   |  | CERTAINRELATIONSHIPS AND RELATEDTRANSACTIONS                                        |    |   | 59 |   |
| ITEM 14.   |  | PRINCIPALACCOUNTING FEES ANDSERVICES                                                |    |   | 59 |   |
| PARTIV     |  |
| ITEM 15.   |  | EXHIBITS AND FINANCIAL STATEMENTSCHEDULE                                            |    |   | 59 |   |
| SIGNATURES |  |                                                                                | 60 |   |
|            |

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PART I

THIS ANNUAL REPORT CONTAINS FORWARD-LOOKING STATEMENTS

Thisannual report on Form 10-K includes "forward-lookingstatements" within the meaning of Section 27A of theSecurities Act of 1933, as amended (the "SecuritiesAct"), and Section 21E of the Securities Exchange Act of1934, as amended (the "Exchange Act"), whichcan be identified by the use of forward-looking terminology such as"may," "might,""could," "would,""believe,""expect," "intend,""plan," "seek,""anticipate,""estimate,""project" or"continue" or the negative thereof or othervariations thereon or comparable terminology. All statements other thanstatements of historical fact included in this annual report on Form10-K, including without limitation, the statements under"Item 1. Business" and "Item 7.Management's Discussion and Analysis of Financial Condition andResults of Operation" and located elsewhere hereinregarding our financial position and liquidity are forward-lookingstatements. These forward-looking statements alsoinclude:

|              |                                                 |
|--------------|-------------------------------------------------|
| •  | forecasts of populationgrowth in our territory; |

|              |                                                                                                                       |
|--------------|-----------------------------------------------------------------------------------------------------------------------|
| •  | statementsregarding our anticipated revenues, expense levels, liquidity andcapital resources and operating losses;and |

|              |                                                                                   |
|--------------|-----------------------------------------------------------------------------------|
| •  | statements regarding expectationsor projections about markets in our territories. |

Although webelieve that the expectations reflected in such forward-lookingstatements are reasonable, we can give no assurance that suchexpectations will prove to have been correct. Important factors withrespect to any such forward-looking statements, including certain risksand uncertainties that could cause actual results to differ materiallyfrom our expectations, include, but are not limitedto:

|              |                                               |
|--------------|-----------------------------------------------|
| •  | our dependence on our affiliationwith Sprint; |

|              |                                                                                                                                                   |
|--------------|---------------------------------------------------------------------------------------------------------------------------------------------------|
| •  | the ability of Sprintto alter the terms of our affiliation agreements with it, includingfees paid or charged to us and other programrequirements; |

|              |                                                                 |
|--------------|-----------------------------------------------------------------|
| •  | our limited operatinghistory and anticipation of future losses; |

|              |                                                                                               |
|--------------|-----------------------------------------------------------------------------------------------|
| •  | our dependence on back office services,such as billing and customer care, provided by Sprint; |

|              |                                                          |
|--------------|----------------------------------------------------------|
| •  | inaccuracies in financial informationprovided by Sprint; |

|              |                                                 |
|--------------|-------------------------------------------------|
| •  | potentialfluctuations in our operating results; |

|              |                                                                                      |
|--------------|--------------------------------------------------------------------------------------|
| •  | our ability to predict future customergrowth, as well as other key operatingmetrics; |

|              |                                   |
|--------------|-----------------------------------|
| •  | changes or advances intechnology; |

|              |                                                            |
|--------------|------------------------------------------------------------|
| •  | competition in theindustry and markets in which weoperate; |

|              |                           |
|--------------|---------------------------|
| •  | subscriber creditquality; |

|              |                                                     |
|--------------|-----------------------------------------------------|
| •  | our ability to attract andretain skilled personnel; |

|              |                                                                                            |
|--------------|--------------------------------------------------------------------------------------------|
| •  | ourpotential need for additional capital or the need for refinancingexisting indebtedness; |

|              |                                                                                                                                                           |
|--------------|-----------------------------------------------------------------------------------------------------------------------------------------------------------|
| •  | our potentialinability to expand our services and related products in the event ofsubstantial increases in demand for these services and relatedproducts; |

|              |                                                                        |
|--------------|------------------------------------------------------------------------|
| •  | our inability to predictthe outcome of potentially materiallitigation; |

|              |                                                                   |
|--------------|-------------------------------------------------------------------|
| •  | the potential impact ofwireless local number portability("WLNP"); |

|              |                                  |
|--------------|----------------------------------|
| •  | changesin government regulation; |

|              |                     |
|--------------|---------------------|
| •  | futureacquisitions; |

|              |                                              |
|--------------|----------------------------------------------|
| •  | general economic andbusiness conditions; and |

|              |                                                                                                                                                                                          |
|--------------|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| •  | effects ofmergers and consolidations within the wireless telecommunicationsindustry and unexpected announcements or developments from others inthe wireless telecommunications industry. |

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All subsequent written and oralforward-looking statements attributable to us or persons acting on ourbehalf are expressly qualified in their entirety by the cautionarystatements set forth above.

ITEM 1.    BUSINESS.

Forconvenience in this annual report, unless indicated otherwise,"Company," "we,""us," and "our"refer to Alamosa Holdings, Inc. and its subsidiaries."Alamosa Holdings" refers exclusively toAlamosa Holdings, Inc. "Sprint PCS" refers toSprint Communications Company, L.P., Sprint Spectrum L.P. andWirelessCo, L.P. "Sprint" refers to SprintCorporation and its affiliates, including Sprint PCS. Statements inthis annual report regarding Sprint or Sprint PCS are derived frominformation contained in our agreements with Sprint, periodic reportsand other documents filed by Sprint and Sprint Spectrum L.P. with theU.S. Securities and Exchange Commission("SEC") or press releases issued by Sprint. A"PCS Affiliate of Sprint" is an entity whosesole or predominant business is operating (directly or through one ormore subsidiaries) a personal communications service business pursuantto affiliation agreements with Sprint Spectrum L.P. and/or itsaffiliates, or their successors. "Sprint PCS products andservices" refer to digital wireless personalcommunications services, including wireless voice and data services,and related retail products, including handsets, in any case, offeredunder the Sprint brand name.

References in this annual report onForm 10-K to us as a provider of wireless personal communicationsservices or similar phrases generally refer to our building, owning andmanaging our portion of the PCS network of Sprint pursuant to ouraffiliation agreements with Sprint. Sprint holds the spectrum licensesand controls the network through its agreements with us.

Allreferences contained in this annual report on Form 10-K to residentpopulation ("POPs") are based on year-end2000 population counts compiled by the U.S. Census Bureau adjusted forannual population growth rate estimates provided to us by Sprint.

Overview

We are the largest PCS Affiliate of Sprint interms of subscribers. As of December 31, 2004, we had the exclusiveright to provide wireless mobility communications network servicesunder the Sprint brand name in a territory encompassing over 15.8million residents primarily located in portions of Texas, New Mexico,Arizona, Colorado, Wisconsin, Arkansas, Illinois, Oklahoma, Kansas,Missouri, Washington and Oregon. For the year ended December 31, 2004,we generated $803 million in revenue, $130 million in cash flows fromoperating activities and reported a net loss of $17 million. As ofDecember 31, 2004, we had approximately 915,000 subscribers.

Welaunched Sprint wireless services in our first market in June 1999 and,as of December 31, 2004, operated in the 88 basic trading areas("BTAs") assigned to us under our affiliationagreements with Sprint PCS. At December 31, 2004, our network coveredapproximately 12.9 million POPs, or approximately 81% of thetotal POPs in our markets. The number of residents covered by ournetwork does not represent the number of wireless subscribers that weserve or expect to serve in our territory. Sprint PCS, along with itsPCS Affiliates, operates a 100% digital, 100% PCSnationwide wireless network in the United States with licenses toprovide services to an area consisting of more than 280 million POPs.Like Sprint PCS, we utilize code division multiple access("CDMA") technology across our portion of thePCS Network of Sprint.

On February 15, 2005 we completed ouracquisition of AirGate PCS, Inc. ("AirGate").AirGate is a PCS Affiliate of Sprint and has the right to providewireless communications services under the Sprint brand name in itslicensed territory, which includes most of the state of South Carolina,parts of North Carolina and the eastern Georgia cities of Augusta andSavannah. As of December 31, 2004, AirGate's licensed territoryhad a total population of 7.4 million residents, of which its networkcovered 6.1 million residents. As of December 31, 2004, AirGate hadapproximately 400,000 subscribers.

Subsequent to our acquisitionof AirGate in February 2005, we have a licensed territory encompassingover 23 million residents. Within this territory, the combined companyprovides 

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coverage to approximately 19 million POPs.Combined subscribers as of December 31, 2004 were approximately 1.3million. The acquisition of AirGate will be accounted for as a purchaseand the results of operations of AirGate will be included in ourresults of operations from the date of acquisition.

OurBackground

Alamosa (Delaware), Inc. ("Alamosa(Delaware)") (formerly known as Alamosa PCS Holdings,Inc.) was formed in October 1999 to operate as a holding company andclosed its initial public offering in February 2000. On December 14,2000, Alamosa (Delaware) formed a new holding company and became awholly-owned subsidiary of the new holding company, which was namedAlamosa PCS Holdings, Inc.

We were formed in July 2000 tooperate as a holding company. On February 14, 2001, Alamosa Sub I,Inc., our wholly owned subsidiary, merged with and into Alamosa PCSHoldings, with Alamosa PCS Holdings surviving the merger and becomingour wholly owned subsidiary. Each share of Alamosa PCS Holdings commonstock issued and outstanding immediately prior to the merger wasconverted into the right to receive one share of our common stock.

During the first quarter of 2001, we completed acquisitions of threePCS Affiliates of Sprint. We acquired Roberts Wireless Communications,L.L.C. ("Roberts") and Washington OregonWireless, LLC ("WOW") on February 14, 2001.We acquired Southwest PCS Holdings, Inc. ("SouthwestPCS") on March 30, 2001.

Our Relationship withSprint

Sprint PCS, along with its PCS Affiliates, operates thelargest 100% digital, 100% PCS nationwide wirelessnetwork in the United States with licenses to provide services to anarea consisting of more than 280 million residents. The PCS network ofSprint uses CDMA technology nationwide. Sprint directly operates itsPCS network in major markets throughout the United States and hasentered into independent agreements with various companies such as us,under which each has become a PCS Affiliate of Sprint and has agreed toconstruct and manage PCS networks in smaller metropolitan areas andalong major highways designed to operate seamlessly with the nationwidePCS network of Sprint.

Pursuant to our affiliation agreementswith Sprint PCS, we agreed to provide network coverage to a minimumpercentage of the POPs in our territory within specified time periods.We believe we are in compliance with our network build-out requirementsand Sprint PCS' other program requirements. The build-out of ourterritory has significantly extended Sprint PCS wireless coverage inthe Southwestern, Northwestern and Midwestern regions of the UnitedStates.

We believe that our affiliation with Sprint PCS allowsus to offer high quality, branded wireless voice and data services fora lower cost and lower capital requirements than would otherwise bepossible and to also benefit from SprintPCS':

|              |                                                                                                                                                                                                    |
|--------------|----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| •  | Marketing –We market Sprint PCS products and services through SprintPCS' existing relationships with major national retailers underthe highly recognizable Sprint and Sprint PCS brandnames. |

|              |                                                                                                                                              |
|--------------|----------------------------------------------------------------------------------------------------------------------------------------------|
| •  | National Network –Our subscribers can immediately access Sprint PCS' nationalnetwork, which includes over 300 major metropolitanareas. |

|              |                                                                                                                                                                                                                            |
|--------------|----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| •  | Advanced Technology– We believe that the CDMA technology used in our networkoffers advantages in capacity and voice quality, as well as access toadvanced features such as Sprint PCS' suite of "PCSVision"products. |

|              |                                                                                                                                                                                         |
|--------------|-----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| •  | Handset Availabilityand Pricing – Sprint PCS' purchasing leverage allowsus to acquire handsets more quickly and at a lower cost than we couldwithout our affiliation with Sprint. |

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|              |                                                                                                                                                                                                                                                              |
|--------------|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| •  | NationalReseller Agreements – We receive additional revenue as aresult of Sprint PCS' relationships with wireless resellers,including Virgin Mobile and Qwest Wireless, when customers of thoseresellers use our portion of the PCS network of Sprint. |

Markets

We believe we operate in highly attractive markets.We believe our markets are attractive for a number of reasons:

|              |                                                                                                                                                                                                                                          |
|--------------|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| •  | Fewer Competitors Market-by-Market– Because we operate in less populated markets, we believethat we face fewer competitors in most markets in our territory thanwireless providers that operate in more urban areas typicallyface. |

|              |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           |
|--------------|-----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| •  | Proximity to Large U.S.Urban Centers – Our territory is located near or aroundseveral large U.S. urban centers, including Dallas, Denver, KansasCity, Milwaukee, Minneapolis, Oklahoma City, Phoenix, Portland, St.Louis, San Antonio, Seattle, Tulsa and Wichita. This has led to afavorable ratio of wireless subscribers based outside of our territoryusing our portion of the PCS network of Sprint as compared to oursubscribers using wireless communications networks outside ourterritory. |

|              |                                                                                                                                                                                                                                                                                                                   |
|--------------|-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| •  | Attractive Roaming andTravel Characteristics – Given the rural nature of many ofour markets and our extensive coverage of the major and secondaryhighways in our markets, we have consistently received significantroaming revenue from wireless subscribers using our portion of the PCSnetwork of Sprint. |

|              |                                                                                                                                                  |
|--------------|--------------------------------------------------------------------------------------------------------------------------------------------------|
| •  | HighPopulation Growth Markets – The overall population growth inour territory has been above the national average over the past fiveyears. |

The following table lists the location, BTA number,megahertz ("MHz") of spectrum and estimatedtotal residents for each of the BTAs that comprise our territory underour affiliation agreements with Sprint PCS as of December 31, 2004. Thenumber of estimated covered residents does not represent the number ofwireless subscribers that we expect to be based in our territory.

|                                 |  |           |        |                 |  |                       |        |                         |  |        |         |        |  |        |         |        |  |  |
|---------------------------------|--|-----------|--------|-----------------|--|-----------------------|--------|-------------------------|--|--------|---------|--------|--|--------|---------|--------|--|--|
| LOCATION                        |  | BTANO.(1) |        | MHZ OF SPECTRUM |  | ESTIMATEDTOTALPOPs(2) |        | ESTIMATEDCOVEREDPOPs(3) |
| ARKANSAS                        |  |
| Fayetteville-Springdale-Rogers  |  |      | 140    |            |  |                  | 30     |                    |  |   | 346,200 |   |  |   |    |   |
| FortSmith                       |  |      | 153    |            |  |                  | 30     |                    |  |   | 331,600 |   |  |   |    |   |
| LittleRock (4)                  |  |      | 257    |            |  |                  | 30     |                    |  |   | 15,700  |   |  |   |    |   |
| Russellville                    |  |      | 387    |            |  |                  | 30     |                    |  |   | 100,400 |   |  |   |    |   |
|                            |  |      |   |            |  |                  |   |                    |  |   | 793,900 |   |  |   | 646,900 |   |
| ARIZONA                         |  |
| Flagstaff                       |  |      | 144    |            |  |                  | 30     |                    |  |   | 119,700 |   |  |   |    |   |
| LasVegas, NV (Arizona side) (4) |  |      | 245    |            |  |                  | 30     |                    |  |   | 157,100 |   |  |   |    |   |
| Prescott                        |  |      | 362    |            |  |                  | 30     |                    |  |   | 181,800 |   |  |   |    |   |
| Phoenix(4)                      |  |      | 347    |            |  |                  | 30     |                    |  |   | 110,500 |   |  |   |    |   |
| SierraVista-Douglas             |  |      | 420    |            |  |                  | 30     |                    |  |   | 121,000 |   |  |   |    |   |
| Tucson(4)                       |  |      | 447    |            |  |                  | 30     |                    |  |   | 2,000   |   |  |   |    |   |
| Yuma                            |  |      | 486    |            |  |                  | 30     |                    |  |   | 169,900 |   |  |   |    |   |
|                            |  |      |   |            |  |                  |   |                    |  |   | 862,000 |   |  |   | 658,600 |   |
| CALIFORNIA                      |  |
| ElCentro-Calexico               |  |      | 124    |            |  |                  | 30     |                    |  |   | 151,500 |   |  |   |    |   |
| SanDiego(4)                     |  |      | 402    |            |  |                  | 30     |                    |  |   | 1,000   |   |  |   |    |   |
|                            |  |      |   |            |  |                  |   |                    |  |   | 152,500 |   |  |   | 149,400 |   |
| COLORADO                        |  |
| ColoradoSprings(4)              |  |      | 89     |            |  |                  | 30     |                    |  |   | 1,300   |   |  |   |    |   |
| Farmington,NM-Durango, CO       |  |      | 139    |            |  |                  | 20     |                    |  |   | 217,100 |   |  |   |    |   |
|                                 |

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|                        |  |           |        |                 |  |                       |        |                         |  |        |           |        |  |        |           |        |  |  |
|------------------------|--|-----------|--------|-----------------|--|-----------------------|--------|-------------------------|--|--------|-----------|--------|--|--------|-----------|--------|--|--|
| LOCATION               |  | BTANO.(1) |        | MHZ OF SPECTRUM |  | ESTIMATEDTOTALPOPs(2) |        | ESTIMATEDCOVEREDPOPs(3) |
| GrandJunction          |  |      | 168    |            |  |                  | 30     |                    |  |   | 257,500   |   |  |   |      |   |
| Pueblo                 |  |      | 366    |            |  |                  | 30     |                    |  |   | 320,100   |   |  |   |      |   |
|                   |  |      |   |            |  |                  |   |                    |  |   | 796,000   |   |  |   | 464,300   |   |
| ILLINOIS               |  |
| Carbondale-Marion      |  |      | 67     |            |  |                  | 30     |                    |  |   | 214,800   |   |  |   | 150,200   |   |
|                   |  |
| KANSAS                 |  |
| Pittsburgh-Parsons     |  |      | 349    |            |  |                  | 30     |                    |  |   | 92,100    |   |  |   |      |   |
| Emporia                |  |      | 129    |            |  |                  | 30     |                    |  |   | 47,900    |   |  |   |      |   |
| Hutchinson(4)          |  |      | 200    |            |  |                  | 30     |                    |  |   | 29,600    |   |  |   |      |   |
| Manhattan-JunctionCity |  |      | 275    |            |  |                  | 30     |                    |  |   | 117,300   |   |  |   |      |   |
| Salina                 |  |      | 396    |            |  |                  | 30     |                    |  |   | 143,800   |   |  |   |      |   |
|                   |  |      |   |            |  |                  |   |                    |  |   | 430,700   |   |  |   | 274,400   |   |
| MINNESOTA              |  |
| LaCrosse, WI-Winona,MN |  |      | 234    |            |  |                  | 30     |                    |  |   | 324,100   |   |  |   |      |   |
| Minneapolis-St.Paul(4) |  |      | 298    |            |  |                  | 30     |                    |  |   | 85,200    |   |  |   |      |   |
|                   |  |      |   |            |  |                  |   |                    |  |   | 409,300   |   |  |   | 259,200   |   |
| MISSOURI               |  |
| CapeGirardeau-Sikeston |  |      | 66     |            |  |                  | 30     |                    |  |   | 190,200   |   |  |   |      |   |
| Columbia               |  |      | 90     |            |  |                  | 30     |                    |  |   | 220,200   |   |  |   |      |   |
| JeffersonCity          |  |      | 217    |            |  |                  | 30     |                    |  |   | 167,100   |   |  |   |      |   |
| Kirksville             |  |      | 230    |            |  |                  | 30     |                    |  |   | 57,400    |   |  |   |      |   |
| PoplarBluff            |  |      | 355    |            |  |                  | 30     |                    |  |   | 154,500   |   |  |   |      |   |
| Quincy,IL-Hannibal     |  |      | 367    |            |  |                  | 30     |                    |  |   | 185,700   |   |  |   |      |   |
| Rolla                  |  |      | 383    |            |  |                  | 30     |                    |  |   | 105,400   |   |  |   |      |   |
| St.Joseph              |  |      | 393    |            |  |                  | 30     |                    |  |   | 196,900   |   |  |   |      |   |
| Sedalia                |  |      | 414    |            |  |                  | 30     |                    |  |   | 80,500    |   |  |   |      |   |
| Springfield            |  |      | 428    |            |  |                  | 30     |                    |  |   | 682,400   |   |  |   |      |   |
| WestPlains             |  |      | 470    |            |  |                  | 30     |                    |  |   | 78,300    |   |  |   |      |   |
| KansasCity (4)         |  |      | 226    |            |  |                  | 30     |                    |  |   | 16,700    |   |  |   |      |   |
|                   |  |      |   |            |  |                  |   |                    |  |   | 2,135,300 |   |  |   | 1,580,100 |   |
| NEWMEXICO              |  |
| Albuquerque            |  |      | 8      |            |  |                  | 20     |                    |  |   | 851,500   |   |  |   |      |   |
| Carlsbad               |  |      | 68     |            |  |                  | 10     |                    |  |   | 51,700    |   |  |   |      |   |
| Clovis                 |  |      | 87     |            |  |                  | 30     |                    |  |   | 76,000    |   |  |   |      |   |
| Gallup                 |  |      | 162    |            |  |                  | 10     |                    |  |   | 146,000   |   |  |   |      |   |
| Hobbs                  |  |      | 191    |            |  |                  | 30     |                    |  |   | 55,500    |   |  |   |      |   |
| Roswell                |  |      | 386    |            |  |                  | 10     |                    |  |   | 82,300    |   |  |   |      |   |
| SantaFe                |  |      | 407    |            |  |                  | 20     |                    |  |   | 225,900   |   |  |   |      |   |
| LasCruces              |  |      | 244    |            |  |                  | 10     |                    |  |   | 258,400   |   |  |   |      |   |
|                   |  |      |   |            |  |                  |   |                    |  |   | 1,747,300 |   |  |   | 1,482,800 |   |
| OKLAHOMA               |  |
| Joplin,MO-Miami        |  |      | 220    |            |  |                  | 30     |                    |  |   | 251,000   |   |  |   |      |   |
| Ada                    |  |      | 4      |            |  |                  | 30     |                    |  |   | 54,300    |   |  |   |      |   |
| Ardmore                |  |      | 19     |            |  |                  | 30     |                    |  |   | 91,500    |   |  |   |      |   |
| Bartlesville           |  |      | 31     |            |  |                  | 30     |                    |  |   | 49,100    |   |  |   |      |   |
| Enid                   |  |      | 130    |            |  |                  | 30     |                    |  |   | 85,700    |   |  |   |      |   |
| Lawton-Duncan          |  |      | 248    |            |  |                  | 30     |                    |  |   | 181,300   |   |  |   |      |   |
| McAlester              |  |      | 267    |            |  |                  | 30     |                    |  |   | 55,100    |   |  |   |      |   |
| Muskogee               |  |      | 311    |            |  |                  | 30     |                    |  |   | 166,500   |   |  |   |      |   |
| Oklahoma City(4)       |  |      | 329    |            |  |                  | 30     |                    |  |   | 418,300   |   |  |   |      |   |
| PoncaCity              |  |      | 354    |            |  |                  | 30     |                    |  |   | 49,800    |   |  |   |      |   |
|                        |

5

----

|                                          |  |           |        |                 |  |                       |        |                         |  |        |            |        |  |        |            |        |  |  |
|------------------------------------------|--|-----------|--------|-----------------|--|-----------------------|--------|-------------------------|--|--------|------------|--------|--|--------|------------|--------|--|--|
| LOCATION                                 |  | BTANO.(1) |        | MHZ OF SPECTRUM |  | ESTIMATEDTOTALPOPs(2) |        | ESTIMATEDCOVEREDPOPs(3) |
| Stillwater                               |  |      | 433    |            |  |                  | 30     |                    |  |   | 80,000     |   |  |   |       |   |
| Tulsa(4)                                 |  |      | 448    |            |  |                  | 30     |                    |  |   | 192,200    |   |  |   |       |   |
|                                     |  |      |   |            |  |                  |   |                    |  |   | 1,674,800  |   |  |   | 1,515,400  |   |
| OREGON                                   |  |
| Bend                                     |  |      | 38     |            |  |                  | 30     |                    |  |   | 166,400    |   |  |   |       |   |
| Coos Bay-NorthBend                       |  |      | 97     |            |  |                  | 30     |                    |  |   | 84,700     |   |  |   |       |   |
| KlamathFalls                             |  |      | 231    |            |  |                  | 30     |                    |  |   | 81,700     |   |  |   |       |   |
| Medford-GrantsPass                       |  |      | 288    |            |  |                  | 30     |                    |  |   | 266,200    |   |  |   |       |   |
| Portland(4)                              |  |      | 358    |            |  |                  | 30     |                    |  |   | 82,600     |   |  |   |       |   |
| Roseburg                                 |  |      | 385    |            |  |                  | 30     |                    |  |   | 101,200    |   |  |   |       |   |
| Walla Walla,WA-Pendleton, OR             |  |      | 460    |            |  |                  | 30     |                    |  |   | 178,600    |   |  |   |       |   |
|                                     |  |      |   |            |  |                  |   |                    |  |   | 961,400    |   |  |   | 733,000    |   |
| TEXAS                                    |  |
| EaglePass-Del Rio                        |  |      | 121    |            |  |                  | 30     |                    |  |   | 121,100    |   |  |   |       |   |
| ElPaso                                   |  |      | 128    |            |  |                  | 20     |                    |  |   | 766,500    |   |  |   |       |   |
| Laredo                                   |  |      | 242    |            |  |                  | 30     |                    |  |   | 232,400    |   |  |   |       |   |
| WichitaFalls                             |  |      | 473    |            |  |                  | 30     |                    |  |   | 224,000    |   |  |   |       |   |
| Abilene                                  |  |      | 3      |            |  |                  | 30     |                    |  |   | 263,500    |   |  |   |       |   |
| Amarillo                                 |  |      | 13     |            |  |                  | 30     |                    |  |   | 416,500    |   |  |   |       |   |
| BigSpring                                |  |      | 40     |            |  |                  | 30     |                    |  |   | 36,100     |   |  |   |       |   |
| Lubbock                                  |  |      | 264    |            |  |                  | 30     |                    |  |   | 411,100    |   |  |   |       |   |
| Midland                                  |  |      | 296    |            |  |                  | 30     |                    |  |   | 122,000    |   |  |   |       |   |
| Odessa                                   |  |      | 327    |            |  |                  | 30     |                    |  |   | 210,000    |   |  |   |       |   |
| SanAngelo                                |  |      | 400    |            |  |                  | 30     |                    |  |   | 162,600    |   |  |   |       |   |
|                                     |  |      |   |            |  |                  |   |                    |  |   | 2,965,800  |   |  |   | 2,751,100  |   |
| WASHINGTON                               |  |
| Kennewick-Pasco-Richland                 |  |      | 228    |            |  |                  | 30     |                    |  |   | 199,800    |   |  |   |       |   |
| Wenatchee                                |  |      | 468    |            |  |                  | 30     |                    |  |   | 222,500    |   |  |   |       |   |
| Yakima                                   |  |      | 482    |            |  |                  | 30     |                    |  |   | 263,500    |   |  |   |       |   |
|                                     |  |      |   |            |  |                  |   |                    |  |   | 685,800    |   |  |   | 575,900    |   |
| WISCONSIN                                |  |      |   |            |  |
| Appleton-Oshkosh                         |  |      | 18     |            |  |                  | 20     |                    |  |   | 461,200    |   |  |   |       |   |
| EauClaire                                |  |      | 123    |            |  |                  | 30     |                    |  |   | 197,400    |   |  |   |       |   |
| Fond duLac                               |  |      | 148    |            |  |                  | 20     |                    |  |   | 98,100     |   |  |   |       |   |
| GreenBay                                 |  |      | 173    |            |  |                  | 20     |                    |  |   | 362,600    |   |  |   |       |   |
| Madison(4)                               |  |      | 272    |            |  |                  | 20     |                    |  |   | 147,100    |   |  |   |       |   |
| Manitowoc                                |  |      | 276    |            |  |                  | 20     |                    |  |   | 83,100     |   |  |   |       |   |
| Milwaukee(4)                             |  |      | 297    |            |  |                  | 30     |                    |  |   | 87,300     |   |  |   |       |   |
| Sheboygan                                |  |      | 417    |            |  |                  | 20     |                    |  |   | 113,600    |   |  |   |       |   |
| StevensPoint-Marshfield-Wisconsin Rapids |  |      | 432    |            |  |                  | 30     |                    |  |   | 217,400    |   |  |   |       |   |
| Wausau-Rhinelander                       |  |      | 466    |            |  |                  | 30     |                    |  |   | 247,700    |   |  |   |       |   |
|                                     |  |      |   |            |  |                  |   |                    |  |   | 2,015,500  |   |  |   | 1,633,500  |   |
| TOTAL                                    |  |      |   |            |  |                  |   |                    |  |   | 15,845,100 |   |  |   | 12,874,800 |   |
|                                          |

|     |                                                                                                                                                                                                          |
|-----|----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| (1) | BTANo. refers to the basic trading area number assigned to that market bythe Federal Communications Commission (in alphabetical order by name)for the purposes of issuing licenses for wirelessservices. |

|     |                                                                                                                                                                                      |
|-----|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| (2) | Estimatedtotal POPs is based on estimates of 2000 population counts compiled bythe U.S. Census Bureau adjusted by published population growth rateestimates provided to us bySprint. |

|     |                                                                                                                                                                                                                                     |
|-----|-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| (3) | Estimatedcovered POPs is based on our actual network coverage (neg 103db) usingestimates of 2000 population counts compiled by the U.S. Census Bureauadjusted by published population growth rate estimates provided to usbySprint. |

|     |                                                                                                                                                                              |
|-----|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| (4) | TotalPOPs and covered POPs for these markets reflect only those POPscontained in our licensed territory within the BTA, not the total POPsor covered POPs in the entire BTA. |

6

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Network Operations

The effectiveoperation of our portion of the PCS network of Sprint requires:

|              |                                                   |
|--------------|---------------------------------------------------|
| •  | public switched and long distanceinterconnection; |

|              |                                                |
|--------------|------------------------------------------------|
| •  | the implementationof roaming arrangements; and |

|              |                                               |
|--------------|-----------------------------------------------|
| •  | thedevelopment of network monitoring systems. |

Our portion of thePCS network of Sprint connects to the public switched telephone networkto facilitate the origination and termination of traffic between thewireless network and both local exchange and long distance carriers.Through our arrangements with Sprint and Sprint's arrangementswith other wireless service providers, our subscribers have roamingcapabilities on certain other PCS networks utilizing similar CDMAtechnology. We monitor our portion of the PCS network of Sprint duringnormal business hours. For after-hours monitoring, the PCS NetworkOperating Centers of Sprint provide 24 hours, seven days a weekmonitoring of our portion of the PCS network of Sprint and real-timenotification to our designated personnel.

As of December 31,2004, our portion of the PCS network of Sprint included 1,837 basestations and nine switching centers.

Products and Services

We offer wireless voice and data products and services throughoutour territories under the Sprint brand name. Our services are typicallydesigned to align with the service offerings of Sprint PCS and tointegrate with the PCS network of Sprint. The PCS service packages wecurrently offer include the following:

100% DigitalWireless Network with Service Across the Country – We arepart of the largest 100% digital wireless personalcommunications services network in the country. Our customers mayaccess PCS services from Sprint throughout the PCS network of Sprint,which includes over 300 major metropolitan areas across the UnitedStates. Dual-band/dual-mode or tri-mode handsets allow roaming on otherwireless networks where Sprint has roaming agreements.

ThirdGeneration Services – We believe CDMA technology allowsexisting CDMA networks to be upgraded to the next generation in atimely and cost efficient manner. We, along with Sprint, launched thirdgeneration ("3G") capability in our marketsin the third quarter of 2002 with the implementation of one time radiotransmission technology or 1XRTT. This capability allows more efficientutilization of our network when voice calls are made using 3G-enabledhandsets. It also provides enhanced data services. PCS Vision isSprint's suite of products designed to utilize 3G services andallows our subscribers to use their PCS Vision-enabled devices to checke-mail, take and receive pictures, play games with full-color graphicsand polyphonic sounds and browse the Internet wirelessly with speeds ofup to 144 kilobits per-second with average throughput speeds in therange of 50-70 kilobits per second. Sprint has recently announced itsplans to implement Evolution Data Only("EvDO") technology in portions of its PCSnetwork. EvDO is the next evolution in CDMA 3G technology which willallow for transmission of data at increased speeds. Implementation ofEvDO is not a program requirement as defined in our agreements withSprint and we intend to evaluate the results experienced by Sprint todetermine the extent and timing of implementation of EvDO in ourportion of the PCS network of Sprint.

Clear Pay/AccountSpending Limit – Under the PCS service plans of Sprint,customers who do not meet certain credit criteria can neverthelessselect any plan offered subject to an account spending limit("ASL") to control credit exposure. Prior toMay 2001, these customers were required to make a deposit ranging from$125 to $200 that could be credited against future billings. In May2001, the deposit requirement was eliminated on certain credit classesunder the No Deposit ASL ("NDASL") program,which was subsequently renamed Clear Pay. From May 2001 to February2002, a majority of our customer additions were under the ClearPay/NDASL program. On February 24, 2002, we along with certain otherPCS Affiliates of Sprint, reinstated the deposit requirement forcertain credit classes that was in place prior to May 2001 in an effortto limit our exposure to bad debt relative to these 

7

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credit classes. This new program is referredto as Clear Pay II and is not a national Sprint program. Since theimplementation of Clear Pay II in February 2002 we initiallyexperienced a decline in customer additions, but the volume of andcredit quality of additions has improved.

Other Services– In addition to these services, we may also offer wirelesslocal loop services in our territories, but only where Sprint is not alocal exchange carrier. Wireless local loop is a wireless substitutefor the landline-based telephones in homes and businesses. We alsobelieve that new features and services will be developed on the PCSnetwork of Sprint to take advantage of CDMA technology. Sprint conductsongoing research and development to produce innovative services thatare intended to give Sprint and PCS Affiliates of Sprint a competitiveadvantage. We may incur additional expenses in modifying our technologyto provide these additional features and services.

Roaming

Sprint PCS Roaming – Sprint PCS roaming includes bothinbound roaming, when Sprint wireless subscribers based outside of ourterritory use our portion of the PCS network of Sprint, and outboundroaming, when our subscribers use the PCS network of Sprint outside ofour territory. We have a reciprocal per minute fee with Sprint forinbound and outbound Sprint PCS roaming. The reciprocal rate, whichinitially was 20 cents per minute, has been periodically reduced bySprint and is currently 5.8 cents per minute. We have negotiated anagreement with Sprint whereby the rate is fixed at the current 5.8cents per minute rate through December 31, 2006. Thereafter, the ratewill be calculated based upon a predetermined formula specified in ouraffiliation agreements with Sprint PCS. Our ratio of inbound tooutbound roaming minutes with Sprint was approximately 1.16 to 1 in2004 and is expected to decline to approximately 1 to 1 over time.Sprint PCS roaming revenue is not subject to the 8% affiliationfee that Sprint retains on revenues billed to subscribers based in ourterritory.

In addition to the reciprocal per minute fee for theSprint PCS roaming discussed above, we also recognize roaming revenueand expense related to data usage from PCS Vision services whenwireless subscribers are using such services outside of their hometerritory. We recognize revenue when a wireless subscriber basedoutside of our territory uses PCS Vision data services on our portionof the PCS network of Sprint, and we recognize expense when oursubscribers use such services on the PCS network of Sprint outside ofour territory. This roaming activity is settled on a per-kilobit("Kb") basis at a rate that was initially setat $0.0055 per Kb through December 31, 2002. For 2003, this rate was$0.0014 per Kb. We have negotiated an agreement with Sprint PCS wherebythe rate for 2004 was set at $0.0020 per Kb and the rate will remain at$0.0020 per Kb through December 31, 2006. Thereafter the rate will becalculated based upon a predetermined formula specified in ouraffiliation agreements with Sprint PCS.

Non-Sprint PCSRoaming – Non-Sprint PCS roaming includes both inboundnon-Sprint PCS roaming, when non-Sprint PCS subscribers use our portionof the PCS network of Sprint, and outbound non-Sprint PCS roaming, whenour subscribers use a non-Sprint PCS network. Sprint negotiates theroaming agreements with these other wireless service providers. Thesewireless service providers must pay fees for their subscribers'use of our network, and as part of our revenues, we are entitled to92% of these fees. Currently, pursuant to our servicesagreements with Sprint PCS, Sprint bills these wireless serviceproviders for these roaming fees and passes our portion of the fees tous. When another wireless service provider provides service to one ofour subscribers, we pay outbound non-Sprint PCS roaming fees. SprintPCS then bills our subscriber for use of that provider's networkat rates specified in their contract and pays us 100% of thisoutbound non-Sprint PCS roaming revenue collected from that subscriberon a monthly basis. We bear the collection risk for all service.

Reseller Agreements – We also recognize revenue fromsubscribers of various wholesale resellers of personal communicationsservices such as Virgin Mobile and Qwest Wireless when thosesubscribers use our portion of the PCS network of Sprint. Thesereseller agreements are negotiated by Sprint, and we receive aper-minute rate for each minute that the subscribers of these resellersuse our portion of the PCS network of Sprint. These subscribers may bebased within or outside our territory.

8

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Marketing Strategy

Our marketingstrategy is to complement Sprint's national marketing strategieswith techniques tailored to each of the specific markets in ourterritories.

Use Sprint's Brand – Wefeature exclusively and prominently the nationally recognized Sprintbrand name in our marketing and sales efforts. From thecustomers' point of view, they use our portion of the PCS networkof Sprint and the rest of the PCS network of Sprint as a unifiednational network.

Advertising and Promotions –Sprint promotes its products through the use of national as wellas regional television, radio, print, outdoor and other advertisingcampaigns. In addition to Sprint's national advertisingcampaigns, we advertise and promote Sprint PCS products and services ona local level in our markets at our cost. We have the right to use anypromotion or advertising materials developed by Sprint and only have topay the incremental cost of using those materials, such as the cost oflocal radio and television advertisement placements, and material costsand incremental printing costs. We also benefit from any advertising orpromotion of Sprint PCS products and services by third party retailersin our territory, such as RadioShack and Best Buy. We must pay the costof specialized Sprint print advertising by third party retailers.Sprint also runs numerous promotional campaigns which provide customerswith benefits such as additional features at the same rate, or freeminutes or Kb of use for limited time periods. We offer thesepromotional campaigns to potential customers in our territories.

Sales Force with Local Presence – We have establishedlocal sales forces to execute our marketing strategy through ourcompany-owned retail stores, local distributors, directbusiness-to-business contacts and other channels. Our marketing teamsalso participate in local clubs and civic organizations such as theChamber of Commerce, Rotary and Kiwanis.

Sales andDistribution

Our sales and distribution plan is designed tomirror Sprint's multiple channel sales and distribution plan andto enhance it through the development of local distribution channels.Key elements of our sales and distribution plan consist of thefollowing:

Sprint Retail Stores – As of December31, 2004, we operated 77 Sprint stores at various locations within ourmarkets. These stores provide us with a local presence and visibilityin the markets within our territory. Following the Sprint model, thesestores are designed to facilitate retail sales, subscriber activation,bill collection and customer service. In addition to retail stores thatwe operate, we began to enter into agreements with exclusive agents in2003 which operate Sprint stores in our territory to further expand ourdistribution channels. These "branded stores"function similarly to our company-operated stores but are operated bythird parties. These third parties purchase equipment from us andresell it to the consumer, for which the third party receivescompensation in the form of commissions. As of December 31, 2004, wehad 72 of these branded stores operating in our territory.

National Third Party Retail Stores – Sprint hasnational distribution agreements with various national retailers suchas RadioShack and Best Buy for such retailers to sell Sprint PCSproducts. These national agreements cover retailers' stores inour territory, and as of December 31, 2004, these retailers hadapproximately 499 locations in our territory.

Local IndirectAgents – We contract directly with local indirect retailersin our territory. These retailers are typically local businesses thathave a presence in our markets. Local indirect agents purchase handsetsand other PCS retail equipment from us and market PCS services fromSprint on our behalf. These local indirect agents may also marketwireless telecommunications services provided by other carriers aswell. We are responsible for managing this distribution channel and asof December 31, 2004 these local indirect agents had approximately 103locations within our licensed territory. We compensate local indirectagents through commissions for subscriber activations.

Electronic Commerce – Sprint PCS maintains anInternet site, www.sprintpcs.com, which contains information on SprintPCS products and services. A visitor to the Sprint PCS Internet sitecan order 

9

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and pay for a handset and select a rateplan. Sprint wireless customers visiting the site can review the statusof their account, including the number of minutes used in the currentbilling cycle. We recognize the revenues generated by wirelesscustomers in our territories who purchase products and services overthe Sprint PCS Internet site.

Distribution Mix– During 2004, our distribution mixapproximated:

|                                                |  |        |        |         |  |  |
|------------------------------------------------|--|--------|--------|---------|--|--|
| Sprintretail stores                            |  |   | 40     | %  |
| Nationalretailers                              |  |   | 25     |    |
| Local indirect agents(including brandedstores) |  |   | 18     |    |
| Other                                          |  |   | 17     |    |
|                                           |  |   |   |    |
|                                           |  |   | 100    | %  |
|                                                |

Seasonality

Our business is subject to seasonality because the wirelesstelecommunications industry is heavily dependent on calendar fourthquarter results. Among other things, the industry relies on highercustomer additions and handset sales in the fourth quarter as comparedto the other three fiscal quarters. A number of factors contribute tothis trend, including:

|              |                                                                                                        |
|--------------|--------------------------------------------------------------------------------------------------------|
| •  | the heavyreliance on retail distribution, which is dependent upon the year-endholiday shopping season; |

|              |                                                                       |
|--------------|-----------------------------------------------------------------------|
| •  | the timingof new product and service announcements and introductions; |

|              |                                    |
|--------------|------------------------------------|
| •  | competitive pricing pressures; and |

|              |                                      |
|--------------|--------------------------------------|
| •  | aggressive marketing and promotions. |

Technology

General - In 1993, the FederalCommunications Commission ("FCC") allocatedthe 1900 MHz frequency block of the radio spectrum for wirelesspersonal communications services. Wireless personal communicationsservices differ from original analog cellular telephone serviceprincipally in that wireless personal communications services systemsoperate at a higher frequency and employ advanced digital technology.Analog-based networks send signals in which the transmitted signalresembles the input signal, the caller's voice. Digital networksconvert voice or data signals into a stream of digits that permit asingle radio channel to carry multiple simultaneous transmissions.Digital networks also achieve greater frequency reuse than analognetworks resulting in greater capacity than analog networks. Thisenhanced capacity, along with enhancements in digital protocols, allowsdigital-based wireless technologies, whether using wireless personalcommunications services or cellular frequencies, to offer new andenhanced services, including greater call privacy and more robust datatransmission, such as facsimile, electronic mail and connectingnotebook computers with computer/data networks.

Wireless digitalsignal transmission is accomplished through the use of various forms offrequency management technology or "air interfaceprotocols." The FCC has not mandated a universal airinterface protocol for wireless personal communications servicesnetworks. Digital wireless personal communications networks operateunder one of three principal air interface protocols: CDMA, timedivision multiple access ("TDMA") or globalsystem for mobile communications ("GSM").TDMA and GSM communications are both time division multiple accessnetworks but are incompatible with each other. CDMA is incompatiblewith both GSM and TDMA networks. Accordingly, a subscriber of a networkthat utilizes CDMA technology is unable to use a CDMA handset whentraveling in an area not served by CDMA based wireless personalcommunications services operators, unless the customer carries adual-band/dual-mode handset that permits the customer to use the analogcellular network in that area. The same issue would apply to users ofTDMA or GSM networks. All of the wireless personal communicationsservices operators now have dual-mode or tri-mode handsets

10

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available to their customers. Becausedigital networks do not cover all areas in the country, these handsetswill remain necessary for segments of the subscriber base.

CDMA Technology – The PCS network of Sprint and thenetworks of PCS Affiliates of Sprint all use digital CDMA technology.We believe that CDMA provides important system performance benefitssuch as:

|              |                                                                                                                                                                                                                                                                                                                          |
|--------------|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| •  | Greater capacity –We believe, based on studies by CDMA manufacturers and ourexperience since our inception, that CDMA networks can provide networkcapacity that is approximately seven to ten times greater than that ofanalog technology and approximately three times greater than TDMA andGSM digital networks. |

|              |                                                                                                                                                      |
|--------------|------------------------------------------------------------------------------------------------------------------------------------------------------|
| •  | Privacy andsecurity – CDMA technology combines a constantly changingcoding scheme with a low power signal to enhance call security andprivacy. |

|              |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |
|--------------|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| •  | Soft hand-off –CDMA networks transfer calls throughout the CDMA network using atechnique referred to as a soft hand-off, which connects a mobilecustomer's call with a new base station while maintaining aconnection with the base station currently in use. CDMA networksmonitor the quality of the transmission received by multiple basestations simultaneously to select a better transmission path and toensure that the network does not disconnect the call in one cell unlessreplaced by a stronger signal from another base station. Analog, TDMAand GSM networks use a hard hand-off and disconnect the call from thecurrent base station as it connects with a new one without anysimultaneous connection to both basestations. |

|              |                                                                                                                                                                                                                                                                                                                                                                                                                                                     |
|--------------|-----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| •  | Simplified frequencyplanning – Frequency planning is the process used to analyzeand test alternative patterns of frequency used within a wirelessnetwork to minimize interference and maximize capacity. Unlike TDMA-and GSM-based networks, CDMA-based networks can reuse the same subsetof allocated frequencies in every cell, substantially reducing the needfor costly frequency reuse patterning and constant frequency planmanagement. |

|              |                                                                                                                                                                                                                                                          |
|--------------|----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| •  | Longer battery life– Due to their greater efficiency in power consumption, CDMAhandsets can provide longer standby time and more talk timeavailability when used in the digital mode than handsets usingalternative digital or analogtechnologies. |

|              |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                |
|--------------|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| •  | Efficient MigrationPath – We believe that CDMA technology has an efficient andincremental migration path to next generation voice and data services.Unlike technologies that require essentially a replacement investmentto upgrade, CDMA upgrades can be completed incrementally. The firststep – conversion to 1XRTT – was completed in 2002 inapproximately 96% of our covered territory for less than $3 percovered POP. Additional steps beyond 1XRTT, such as EvDO, can be takenas demand for more robust data services or need for additional capacitydevelops for similar capital investment levels. |

Competition

Competition in the wireless telecommunicationsindustry is intense. We compete with a number of wireless serviceproviders in our markets. We believe that our primary competition iswith national and regional wireless providers such as ALLTEL, CingularWireless, Nextel Communications, Nextel Partners, T-Mobile and VerizonWireless. While we compete with one or more wireless carriers in eachof the markets in our territory, none of these wireless serviceproviders provide services in all of the markets in our territory.

We also face competition from resellers, which provide wirelessservices to customers but do not hold FCC licenses or own facilities.Instead, the resellers buy blocks of wireless telephone numbers andcapacity from a licensed carrier and resell services through their owndistribution network to the public. As described previously in thissection, Virgin Wireless and Qwest Wireless have agreements with Sprintto act as resellers in our territory.

In addition, we competewith existing communications technologies, such as paging, enhancedspecialized mobile radio service dispatch and conventional landlinetelephone companies, in our 

11

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markets. Potential users of wirelesspersonal communications services networks may find their communicationsneeds satisfied by other current and developing technologies. One- ortwo-way paging or beeper services that feature voice messaging and datadisplay as well as tone-only service may be adequate for potentialcustomers who do not need to speak to the caller.

In the future,we expect to face increased competition from entities providing similarservices using other communications technologies, includingsatellite-based telecommunications and wireless cable networks. Whilesome of these technologies and services are currently operational,others are being developed or may be developed in the future.

Many of our competitors have significantly greater financial andtechnical resources and larger subscriber bases than we do. Inaddition, some of our competitors may be able to offer regionalcoverage in areas not served by the PCS network of Sprint, or, becauseof their calling volumes or relationships with other wirelessproviders, may be able to offer regional roaming rates that are lowerthan those that we offer. Wireless personal communications servicesoperators will likely compete with us in providing some or all of theservices available through our network and may provide services that wedo not. Additionally, we expect that existing cellular providers willcontinue to upgrade their systems to provide digital wirelesscommunication services that are competitive with those offered bySprint. Currently, there are six national wireless providers who aregenerally all present in major markets across the country. In January2003, the FCC rule imposing limits on the amount of spectrum that canbe held by one provider in a specific market was lifted, which mayfacilitate the consolidation of some national providers.

The FCChas mandated that wireless carriers provide for WLNP. WLNP allowssubscribers to keep their wireless phone number when switching to adifferent service provider, which could make it easier for competingproviders to market their services to our existing users. WLNP makescustomer defections more likely, and we may be required to increasesubsidies for product upgrades and/or reduce pricing to matchcompetitors' initiatives in an effort to retain customers orreplace those who switch to other carriers.

Over the pastseveral years, the FCC has auctioned and will continue to auction largeamounts of wireless spectrum that could be used to compete with PCSservices from Sprint. Based upon increased competition, we anticipatethat market prices for two-way wireless services generally will declinein the future. We will compete to attract and retain customersprincipally on the basis of:

|              |                                                             |
|--------------|-------------------------------------------------------------|
| •  | thestrength of the Sprint brand name, services andfeatures; |

|              |                             |
|--------------|-----------------------------|
| •  | Sprint's nationwidenetwork; |

|              |                                          |
|--------------|------------------------------------------|
| •  | our network coverage andreliability; and |

|              |                                 |
|--------------|---------------------------------|
| •  | the benefits of CDMAtechnology. |

Our ability to compete successfully will alsodepend, in part, on our ability to anticipate and respond to variouscompetitive factors affecting the industry,including:

|              |                                                      |
|--------------|------------------------------------------------------|
| •  | new services andtechnologies that may be introduced; |

|              |                                  |
|--------------|----------------------------------|
| •  | changes in consumer preferences; |

|              |                     |
|--------------|---------------------|
| •  | demographic trends; |

|              |                          |
|--------------|--------------------------|
| •  | economic conditions; and |

|              |                                            |
|--------------|--------------------------------------------|
| •  | discount pricing strategies bycompetitors. |

Intellectual Property

The Sprint diamonddesign logo is a service mark registered with the United States Patentand Trademark Office. The service mark is owned by Sprint. We use theSprint brand name, the Sprint diamond design logo and other servicemarks of Sprint in connection with marketing and providing wirelessservices within our territory. Under the terms of our trademark andservice mark license agreements with Sprint, we do not pay a royaltyfee for the use of the Sprint brand name and Sprint service marks.

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Except in certain instances and otherthan in connection with the national distribution agreements, Sprinthas agreed not to grant to any other person a right or license to usethe licensed marks in our territory. In all other instances, Sprintreserves the right to use the licensed marks in providing its serviceswithin or outside our territory.

Our trademark license andservice mark agreements with Sprint contain numerous restrictions withrespect to the use and modification of any of the licensed marks. See"Our Affiliation Agreements with Sprint — TheTrademark and Service Mark License Agreements" for moreinformation on this topic.

Environmental Compliance

Ourenvironmental compliance expenditures primarily result from theoperation of standby power generators for our telecommunicationsequipment and compliance with various environmental rules duringnetwork build-out and operations. The expenditures arise in connectionwith standards compliance or permits, which are usually related togenerators, batteries or fuel storage. Our environmental complianceexpenditures have not been material to our financial statements or toour operations and are not expected to be material in the future.

Employees

As of December 31, 2004, we employed 870full-time employees. None of our employees are represented by a laborunion. We believe that our relations with our employees are good.

Our Affiliation Agreements With Sprint

Each PCS Affiliateof Sprint enters into four major affiliation agreements withSprint:

|              |                        |
|--------------|------------------------|
| •  | a managementagreement; |

|              |                          |
|--------------|--------------------------|
| •  | a services agreement;and |

|              |                                                                                  |
|--------------|----------------------------------------------------------------------------------|
| •  | two trademark and service marklicense agreements with different Sprint entities. |

We enteredinto one set of these agreements for our markets in the Southwesternpart of the United States and another set of these agreements for ourmarkets in Wisconsin. Roberts entered into a set of these agreementsfor its markets in Illinois, Kansas and Missouri, which we assumedpursuant to our acquisition of Roberts. WOW entered into a set of theseagreements for its markets in Washington and Oregon, which we assumedpursuant to our acquisition of WOW. Southwest PCS entered into a set ofthese agreements for its markets in Oklahoma, Kansas, Texas andArkansas, which we assumed pursuant to our acquisition of SouthwestPCS. AirGate entered into a set of these agreements for its markets inSouth Carolina, parts of North Carolina, and the eastern Georgia citiesof Augusta and Savannah, which we have assumed pursuant to ouracquisition of AirGate in 2005. Therefore, we now operate under sixsets of affiliation agreements with Sprint. As used in thisdescription, the term "operatingsubsidiaries" refers to each of our subsidiaries that haveentered into affiliation agreements with Sprint. Except as describedherein, the material terms of the affiliation agreements entered intoby our operating subsidiaries, including the amendments we recentlyentered into with Sprint, are substantially identical and apply to allof our territories.

Under our affiliation agreements withSprint, with the exception of the affiliation agreements for theterritories we assumed pursuant to our acquisition of AirGate, we havethe exclusive right to provide wireless mobility communicationsservices using the 1900 MHz frequency block under the Sprint brand namein our territory. Under our affiliation agreements with Sprint for theterritories we assumed pursuant to our acquisition of AirGate, we havethe exclusive right to provide wireless mobility communicationsservices without being limited to a specific spectrum of 1900 MHz.Sprint holds the spectrum licenses. Our affiliation agreements withSprint require us to interface with the PCS network of Sprint bybuilding our portion of the PCS network of Sprint to operate on the 10,20 or 30 MHz of wireless personal communications services frequencieslicensed to Sprint in the 1900 MHz range.

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A breach or event of termination, as thecase may be, under any of our affiliation agreements with Sprint by oneof our operating subsidiaries will also constitute a breach or event oftermination, as the case may be, by all other operating subsidiaries ofthe same provision of the applicable affiliation agreement to whicheach operating subsidiary is a party. Each operating subsidiary onlyhas the right to cure its breach and has no right to cure any breach orevent of termination by another operating subsidiary.

Thefollowing is a description of the material terms and provisions of ouraffiliation agreements with Sprint.

**The ManagementAgreements -**Under our management agreements with Sprint, we haveagreed to:

|              |                                                                                                                                                                                                                 |
|--------------|-----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| •  | own, construct and managea wireless personal communications services network in our territory incompliance with FCC license requirements and other technicalrequirements contained in our managementagreements; |

|              |                                             |
|--------------|---------------------------------------------|
| •  | distribute Sprint PCSproducts and services; |

|              |                                                                |
|--------------|----------------------------------------------------------------|
| •  | useSprint's and our own distribution channels in ourterritory; |

|              |                                                                  |
|--------------|------------------------------------------------------------------|
| •  | conduct advertising andpromotion activities in our territory;and |

|              |                                                                             |
|--------------|-----------------------------------------------------------------------------|
| •  | manage that portion of thewireless customer base assigned to our territory. |

Sprint has theright to supervise our wireless personal communications servicesnetwork operations and the right to unconditional access to our portionof the PCS network of Sprint.

Exclusivity – Weare designated as the only person or entity that can manage or operatea wireless mobility communications network using the 1900 MHz frequencyblock for Sprint in our territories, except for the territories whichwe acquired pursuant to our acquisition of AirGate, where we are theonly entity that can manage or operate a wireless mobilitycommunications network without being limited to any particularspectrum. Sprint is prohibited from owning, operating, building ormanaging another wireless mobility communications network in ourterritory while our management agreements are in place and no event hasoccurred that would permit such agreements to terminate. Sprint ispermitted to make national sales to companies in our territory and topermit resale of the Sprint PCS products and services in ourterritory.

Network Build-Out – Our managementagreements specify the terms of the Sprint affiliation, including therequired network build-out plan. We have agreed by specified dates tocover a specified percentage of the population within each of themarkets that make up our territory. Our management agreements alsorequire us to reimburse Sprint one-half of the microwave clearing costsfor our territory. We believe we are in compliance with our networkbuild-out requirements and Sprint's other programrequirements.

If Sprint decides to expand the geographic size ofthe network coverage within our territory, Sprint must provide us withwritten notice of the proposed expansion.

Under our managementagreements for our territories, with the exception of the managementagreement we assumed pursuant to our acquisition of WOW, we have a90-day right of first refusal to build-out the proposed expansion area.If we choose not to build-out the proposed area, then Sprint maybuild-out the area itself or allow another PCS Affiliate of Sprint todo so.

Under our management agreement for the territories weassumed pursuant to our acquisition of WOW, we have agreed to build-outany proposed expansion area. Sprint has agreed not to require coveragein our markets covered by this management agreement that exceeds thecapacity and footprint parameters that Sprint has adopted for all itscomparable markets. This management agreement also contains a mechanismfor us to appeal to Sprint if the build-out is not economicallyadvantageous for us. If we fail to build-out the proposed expansionarea, Sprint has the termination rights described below under"Termination of Our ManagementAgreements."

Products and Services –Our management agreements identify the products and services thatwe can offer in our territory. These services include, but are notlimited to, PCS consumer and business 

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products and services from Sprint availableas of the date of the agreements, or as modified by Sprint. We areallowed to sell wireless products and services that are not PCSproducts and services from Sprint if those additional products andservices do not cause distribution channel conflicts or, inSprint's sole determination, consumer confusion with Sprint PCSproducts and services. Under our management agreement for our Wisconsinmarkets, if Sprint begins to offer nationally a product or service thatwe already offer, then that product or service will be considered to bea Sprint PCS product or service.

We may also sell services suchas specified types of long distance service, Internet access, handsets,and prepaid phone cards with Sprint and other PCS Affiliates of Sprint.If we decide to use third parties to provide these services, we mustgive Sprint an opportunity to provide the services on the same termsand conditions. We cannot offer wireless local loop servicesspecifically designed for the competitive local exchange market inareas where Sprint owns the incumbent local exchange carrier unless wename the Sprint-owned local exchange carrier as the exclusivedistributor or Sprint approves the terms and conditions.

National Sales Programs –  We must participate in theSprint wireless sales programs for sales to Sprint's corporateaccounts and will pay the expenses and receive the compensation fromSprint relative to sales to customers of those accounts located in ourterritory. We must use Sprint's long distance service, which wecan buy at the best prices offered to comparably situated Sprintwholesale customers. However, under our management agreements, exceptfor the management agreement assumed pursuant to our acquisition ofAirGate, we may purchase private line capacity for call routingdirectly from Sprint, if we can obtain more favorable terms, and Sprinthas agreed to provide us with such capacity at the best price offeredto similarly situated third parties. Under our management agreements,we are prohibited from reselling long distance service to othercarriers. However, except for the management agreement assumed pursuantto our acquisition of AirGate, we may (i) transport long distance callsfor customers, (ii) transport long distance calls for resellers whensuch resale is subject to FCC mandate or when Sprint chooses to makesuch resale available, or (iii) transport long distance calls forpurposes of roaming.

Service Pricing, Roaming and Fees– We must offer PCS subscriber pricing plans from Sprintdesignated for regional or national offerings. We are permitted toestablish our own local price plans for PCS products and servicesoffered only in our territory, subject to Sprint's approval. Weare entitled to receive a weekly fee from Sprint equal to 92% ofnet "billed revenues" related to customeractivity less applicable write-offs. Outbound non-Sprint PCS roamingbilled to subscribers based in our territory, proceeds from the salesof handsets and accessories and amounts collected with respect to taxesand proceeds from sales of our products and services are not considered"billed revenues." Billed revenues generallyinclude all other customer account activity for Sprint PCS products andservices in our territory, which includes such activities billed to,attributed to or otherwise reflected in customers' accounts. Weare generally entitled to 100% of the proceeds from customersfor equipment and accessories sold or leased by us and to 92% ofany federal or state subsidies attributable to our territory orcustomers. Many Sprint wireless subscribers purchase bundled pricingplans that allow roaming anywhere on the nationwide PCS network ofSprint without incremental PCS roaming charges. However, we will earnSprint PCS roaming revenue for every minute that a Sprint wirelesssubscriber from outside our territory enters our territory and uses ourservices, which is offset against amounts we owe as expenses for everyminute that our subscribers use services outside our territory. Theanalog roaming rate onto a non-Sprint PCS provider's network isset under Sprint's third party roaming agreements.

Vendor Purchase Agreements – We may participate indiscounted volume-based pricing on wireless-related products andwarranties Sprint receives from its vendors. Sprint will usecommercially reasonable efforts to obtain for us the same prices asSprint receives from its vendors.

Advertising and Promotions– Sprint uses national as well as regional television,radio, print, outdoor and other advertising campaigns to promote itsproducts. We benefit from the national advertising at no additionalcost to us. In addition to Sprint's national advertisingcampaigns, we advertise and promote PCS products and services fromSprint on a local level in our markets at our 

15

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cost. We have the right to use any promotionor advertising materials developed by Sprint and only have to pay theincremental cost of using those materials, such as the cost of localradio and television advertisement placements and incremental printingcosts. Sprint also runs numerous promotional campaigns which providecustomers with benefits such as additional features at the same rate orfree minutes of use for limited time periods. We offer thesepromotional campaigns to potential customers in our territory.

Program Requirements – We must comply with the Sprintprogram requirements for technical standards, customer servicestandards, roaming coverage and national and regional distribution andnational accounts programs. Sprint can adjust the program requirementsat any time. Under all management agreements, except for the managementagreement assumed pursuant to our acquisition of AirGate, we candecline to implement any change in the program requirements if thechange will:

|              |                                                                                                                                              |
|--------------|----------------------------------------------------------------------------------------------------------------------------------------------|
| •  | cause the combined peaknegative cash flow of the operating subsidiaries to be an amountgreater than 3% of Alamosa Holdings' enterprisevalue; |

|              |                                                                                                                                                                                                                                                                                                    |
|--------------|----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| •  | when combined with all otherchanges in the program requirements that we and the operatingsubsidiaries agree to implement, within the prior 12 months, cause thecombined peak negative cash flow of the operating subsidiaries to be anamount greater than 5% of Alamosa Holdings' enterprisevalue; |

|              |                                                                                                                                            |
|--------------|--------------------------------------------------------------------------------------------------------------------------------------------|
| •  | cause a decrease in theforecasted 5-year discounted cash flow of the operating subsidiaries ofmore than 3% on a net present value basis;or |

|              |                                                                                                                                                                                                                                                                                                |
|--------------|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| •  | when combined with all otherchanges in the program requirements that we and the operatingsubsidiaries agree to implement, within the prior 12 months, cause adecrease in the forecasted 5-year discounted cash flow of the operatingsubsidiaries of more than 5% on a net present value basis. |

Under the management agreement that we assumed pursuant to ouracquisition of AirGate, we can decline to implement any"non-capital program requirement change" (asdefined below) if the changewill:

|              |                                                                                                                                            |
|--------------|--------------------------------------------------------------------------------------------------------------------------------------------|
| •  | cause the combined peaknegative cash flow of the operating subsidiary to be an amount greaterthan 3% of Alamosa Holdings' enterprisevalue; |

|              |                                                                                                                                                                                                                                                                                                    |
|--------------|----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| •  | when combined with all otherchanges in the program requirements that we and the operatingsubsidiary agreed to or were required to implement, within the prior 12months, cause the combined cumulative peak negative cash flow to be anamount greater than 5% of Alamosa Holdings' enterprisevalue; |

|              |                                                                                                                                                   |
|--------------|---------------------------------------------------------------------------------------------------------------------------------------------------|
| •  | cause a decrease in theforecasted 5-year discounted cash flow of the operating subsidiary ofmore than 3% on a combined net present value basis;or |

|              |                                                                                                                                                                                                                                                                                                   |
|--------------|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| •  | when combined with all otherchanges in the program requirements that the operating subsidiaryagreed to or was required to implement, within the prior 12 months,cause a decrease in Alamosa Holdings' forecasted 5-yeardiscounted cash flow of more than 5% on a combined net presentvalue basis. |

A "non-capital program requirementchange" means a program requirement change that does notrequire us to make any capital expenditures in excess of 5% ofthe capital budget of the operating subsidiary as approved by its Boardof Directors for the fiscal year in which the program requirementchange is requested. These economic hurdles do not apply to changes tothe trademark usage guidelines, the marketing communications guidelinesand the Sprint national or regional distribution programrequirements.

Under the management agreement that we assumedpursuant to our acquisition of AirGate, we may also decline toimplement any change in any "capital programrequirement" (as defined below), if the changewill:

|              |                                                                                |
|--------------|--------------------------------------------------------------------------------|
| •  | have a negative net presentvalue applying a 5-year discounted cash flow model; |

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|              |                                                                                                                                            |
|--------------|--------------------------------------------------------------------------------------------------------------------------------------------|
| •  | cause thecombined peak negative cash flow of the operating subsidiary to be anamount greater than 3% of Alamosa Holdings' enterprisevalue; |

|              |                                                                                                                                                                                                                                                                                                                               |
|--------------|-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| •  | when combined with all otherchanges in the program requirements that we and the operatingsubsidiary agree to or were required to implement, within the prior 12months, cause the combined cumulative peak negative cash flow of theoperating subsidiary to be an amount greater than 5% of AlamosaHoldings' enterprise value. |

A "capitalprogram requirement" change is a program requirementchange that requires us to make a capital expenditure that is greaterthan 5% of the capital budget of the operating subsidiary asapproved by its Board of Directors for the fiscal year in which theprogram requirement change is requested. The economic hurdles do notapply to changes to the trademark usage guidelines, the marketingcommunications guidelines and the Sprint national or regionaldistribution program requirements. However, we must implement a"capital program requirement" change if it isrelated to network capacity expansion due to a change in a service plan(if the cost will not exceed the economic hurdles for"non-capital program requirement change") orif the change is necessary to comply with required network performancestandards.

Generally, for determining whether a programrequirement change will adversely impact our operations, (i) thenegative impact to the operating subsidiaries' cash flows fromcapital expenditures required to implement the program requirementchange relative to cash benefits from the change during a comparabletime period is compared to (ii) our "enterprisevalue," which the amendments to our affiliation agreementswith Sprint define as the book value of its outstanding debt andpreferred stock, in addition to the fair market value of our publiclytraded equity, less cash.

Our management agreements set forth adispute resolution process if Sprint believes that we do not have theright to decline to implement a change in the program requirements. Inany event, we must implement a change in the program requirements ifSprint agrees to compensate us for amounts in excess of the criteriaset forth above.

Notwithstanding the above, we have agreed toimplement a change in program requirements if the adjustment relates toa pricing plan or roaming program and Sprint reasonably determines thatthe change must be implemented on an immediate basis to respond tocompetitive market forces. If the change would have exceeded one of thecriteria set forth above, our management agreements provide forappropriate compensation from Sprint to the extent such criteria isexceeded.

Under our management agreements for our Wisconsin andSouthwest territories, Sprint has agreed that it will use commercialreasonableness to adjust the Sprint retail store and customer servicerequirements for cities located within those territories that have apopulation of less than 100,000.

Non-Competition –We may not offer Sprint PCS products and services outside ourterritory without the prior written approval of Sprint. We may offer,market or promote telecommunications products and services within ourterritories only under the Sprint brand, our own brand, brands of ourrelated parties or other products and services approved under ourmanagement agreements, except that no brand of a significant competitorof Sprint or its related parties may be used for those products andservices. To the extent we have or will obtain licenses to providewireless personal communications services outside our territory, we maynot use the spectrum to offer Sprint PCS products and services withoutprior written consent from Sprint.

Inability to UseNon-Sprint Brand – We may not market, promote, advertise,distribute, lease or sell any of the Sprint PCS products and serviceson a non-branded, "private label" basis orunder any brand, trademark or trade name other than the Sprint brand,except for sales to resellers or as otherwise permitted under thetrademark and service mark license agreements.

Transfer ofthe PCS Network – In conjunction with the sale of itswireless PCS network, Sprint can sell, transfer or assign its wirelessPCS network and any of its FCC licenses to a third party if the thirdparty agrees to be bound by the terms of our management agreements andour services agreements.

Change in Control –Sprint must consent to any transaction pursuant to which we are nolonger the "ultimate parent" of any of theoperating subsidiaries, but this consent cannot be unreasonablywithheld.

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Rights of First Refusal –Sprint has rights of first refusal to buy our assets upon aproposed sale of all or substantially all of our assets used in theoperation of our portion of the PCS network of Sprint.

Term– Each of our management agreements has an initial term of20 years with three 10-year renewal options, which would lengthen eachof our management agreements to a total term of 50 years. The three10-year renewal terms are automatically effectuated unless eitherSprint provides us or we provide Sprint with two years prior writtennotice to terminate the agreement or unless we are in material defaultof our obligations under such agreement.

Termination of OurManagement Agreements – Our management agreements can beterminated as a result of the followingevents:

|              |                                           |
|--------------|-------------------------------------------|
| •  | termination of Sprint'sspectrum licenses; |

|              |                                                   |
|--------------|---------------------------------------------------|
| •  | an uncured breachunder our management agreements; |

|              |                                                                                           |
|--------------|-------------------------------------------------------------------------------------------|
| •  | ourmanagement agreements not complying with any applicable law in anymaterial respect; or |

|              |                                                                             |
|--------------|-----------------------------------------------------------------------------|
| •  | the terminationof any of our trademark and service mark license agreements. |

Ifwe have the right to terminate our management agreements because of anevent of termination caused by Sprint, generally wemay:

|              |                                                                                                                                                                                                                                                                                                       |
|--------------|-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| •  | require Sprint to purchase allof our operating assets used in connection with our portion of the PCSnetwork of Sprint for an amount equal to 80%, except that forthe management agreement related to the former AirGate service area theamount is 88%, of our "entire businessvalue" as definedbelow; |

|              |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |
|--------------|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| •  | in all areas in our territorywhere Sprint is the licensee for 20 MHz or more of the spectrum on thedate it terminates our management agreements, require Sprint to assignto us, subject to governmental approval, up to 10 MHz of licensedspectrum for an amount equal to the greater of either the original costto Sprint of the license plus any microwave clearing costs paid bySprint or 9% of our "entire businessvalue" (Sprint does not have 20 MHz in the former AirGateservice area); or |

|              |                                                                                                                 |
|--------------|-----------------------------------------------------------------------------------------------------------------|
| •  | choose not toterminate our management agreements and sue Sprint for damages orsubmit the matter to arbitration. |

If Sprint has the right toterminate our management agreements because of an event of terminationcaused by us, generally Sprintmay:

|              |                                                                                                           |
|--------------|-----------------------------------------------------------------------------------------------------------|
| •  | require us to sell our operatingassets to Sprint for an amount equal to 72% of our"entire businessvalue;" |

|              |                                                                                                                                                                                                                                                                             |
|--------------|-----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| •  | require us topurchase, subject to governmental approval, the licensed spectrum inour territory for an amount equal to the greater of either the originalcost to Sprint of the license plus any microwave clearing costs paid bySprint or 10% of our "entire businessvalue;" |

|              |                                                                                                                                                                                           |
|--------------|-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| •  | take any actionas Sprint deems necessary to cure the breach of our managementagreements, including assuming responsibility for, and operating, ourportion of the PCS network of Sprint;or |

|              |                                                                                                   |
|--------------|---------------------------------------------------------------------------------------------------|
| •  | not terminate our managementagreements and sue us for damages or submit the matter toarbitration. |

Non-Renewal – If Sprint gives ustimely notice that it does not intend to renew our managementagreements, we may:

|              |                                                                                                                                                                                   |
|--------------|-----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| •  | require Sprint topurchase all of our operating assets used in connection with ourportion of the PCS network of Sprint for an amount equal to 80%of our "entire business value;"or |

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|              |                                                                                                                                                                                                                                                                                                                                                                                                                                 |
|--------------|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| •  | in all areasin our territory where Sprint is the licensee for 20 MHz or more of thespectrum on the date it terminates such management agreement, requireSprint to assign to us, subject to governmental approval, up to 10 MHzof licensed spectrum for an amount equal to the greater of either theoriginal cost to Sprint of the license plus any microwave clearingcosts paid by Sprint or 10% of our "entire businessvalue." |

If we give Sprint timely notice ofnon-renewal, or we and Sprint both give notice of non-renewal, or anyof our management agreements expire with neither party giving a writtennotice of non-renewal, or if any of our management agreements can beterminated for failure to comply with legal requirements or regulatoryconsiderations, Sprint may:

|              |                                                                                                                                        |
|--------------|----------------------------------------------------------------------------------------------------------------------------------------|
| •  | purchaseall of our operating assets, without further stockholder approval, foran amount equal to 80% of our "entire businessvalue;" or |

|              |                                                                                                                                                                                                                                                                               |
|--------------|-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| •  | require us topurchase, subject to governmental approval, the licensed spectrum inour territories for an amount equal to the greater of either theoriginal cost to Sprint of the license plus any microwave clearingcosts paid by Sprint or 10% of our "entire businessvalue." |

Determination of Entire Business Value– If our "entire business value"is to be determined, Sprint and we will each select one independentappraiser and the two appraisers will select a third appraiser. Thethree appraisers will determine our "entire businessvalue" on a going concern basis using the followingprinciples:

|              |                                                                                                                            |
|--------------|----------------------------------------------------------------------------------------------------------------------------|
| •  | the "entirebusiness value" is based on the price a willing buyerwould pay a willing seller for the entire ongoingbusiness; |

|              |                                                                                                                                     |
|--------------|-------------------------------------------------------------------------------------------------------------------------------------|
| •  | the entire business valuewill not be calculated in a manner that double counts the operatingassets of one or more of ouraffiliates; |

|              |                                                                                            |
|--------------|--------------------------------------------------------------------------------------------|
| •  | then-current customarymeans of valuing a wireless telecommunications business will beused; |

|              |                                                                                                |
|--------------|------------------------------------------------------------------------------------------------|
| •  | the business is conducted underthe Sprint brand and our affiliation agreements with SprintPCS; |

|              |                                                                                                                            |
|--------------|----------------------------------------------------------------------------------------------------------------------------|
| •  | we own the spectrum andfrequencies presently owned by Sprint and subject to our affiliationagreements with Sprint PCS; and |

|              |                                                                                                                                                                                |
|--------------|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| •  | thevaluation will not include any value for businesses not directlyrelated to the PCS products and services from Sprint, and thosebusinesses will not be included in the sale. |

Insurance– We are required to obtain and maintain with financiallyreputable insurers who are licensed to do business in all jurisdictionswhere any work is performed under our management agreements and who arereasonably acceptable to Sprint, workers' compensation insurance,commercial general liability insurance, business automobile insurance,umbrella excess liability insurance and "allrisk" property insurance.

Indemnification– We have agreed to indemnify Sprint and its directors,employees and agents and related parties of Sprint and their directors,employees and agents against any and all claims against any of theforegoing arising from our violation of any law, a breach by us of anyrepresentation, warranty or covenant contained in our managementagreements or any other agreement between us and Sprint, our ownershipof the operating assets or the actions or the failure to act of anyoneemployed or hired by us in the performance of any work under suchagreement, except that we will not be obligated to indemnify Sprint forany claims arising solely from the negligence or willful misconduct ofSprint. Sprint has agreed to indemnify us and our directors, employeesand agents against all claims against any of the foregoing arising fromSprint's violation of any law and from Sprint's breach ofany representation, warranty or covenant contained in our managementagreements or any other agreement between us and Sprint, except Sprintwill not be obligated to indemnify us for any claims arising solelyfrom our negligence or willful misconduct.

DisputeResolution – If the parties cannot resolve any disputebetween themselves, either party to the agreement may continue tooperate under the agreement and sue the other party for damages or seekother appropriate remedies as provided in the agreement.

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Most Favored Nation Clause –We generally have the right to amend our management agreements orservices agreements to obtain the most favorable terms provided under amanagement agreement or services agreement between Sprint and a PCSAffiliate of Sprint similarly situated to us if, prior to December 31,2006, Sprint amends the terms of any of those agreements to providesuch terms. This right is only effective, however, if we agree toaccept all the terms and conditions set forth in the other agreementsand (i) those agreements were not amended with a PCS Affiliate ofSprint solely because the affiliate owns the spectrum on which itsnetwork operates (unless such PCS Affiliate of Sprint acquired thespectrum from Sprint after September 1, 2003(August 1, 2004 under ourmanagement agreement we assumed pursuant to our acquisition ofAirGate)), (ii) the amendments to those agreements were not compelledby a law or regulation inapplicable to us, or (iii) the amendments tothose agreements were not due to a change in a build-out plan. Ourmanagement agreements provide that a PCS Affiliate of Sprint similarlysituated to us is one with three million or more covered POPs.

The Services Agreements

Our services agreements outlinevarious back office services provided by Sprint and available to us foran additional fee. We have agreed to obtain certain services fromSprint until December 31, 2006. The services agreements set forthpricing terms and provide a process by which we and Sprint willrenegotiate the fees paid to Sprint every three years, with the firstpricing period ending on December 31, 2006. The prices currently ineffect under our services agreements are effective until December 31,2006. If we wish to obtain from a third party vendor a particularservice that we currently obtain from Sprint under our servicesagreements, we may do so after December 31, 2006 or at the end of asubsequent three-year pricing period only if we provide Sprint withnotice at least 120 days before the end of such pricing period, and, inany event, Sprint has a right of first refusal to provide the serviceon the same terms and conditions as the third party vendor.

Someof the services available under our services agreements include:billing, customer care, activation, credit card processing, handsetlogistics, voicemail, directory assistance, roaming, interconnection,pricing, long distance, handsets and clearinghouse for specified fees.We may develop an independent capability with respect to certain of theservices we obtain from Sprint over time. Under our servicesagreements, Sprint may contract with third parties to provide expertiseand services identical or similar to those to be made available orprovided to us. We have agreed not to use the services performed bySprint in connection with any other business or outside our territory.Sprint must give us nine months notice if it will no longer offer anyservice, and Sprint has agreed, in the event Sprint will discontinue aservice that we wish to continue to receive, to use commerciallyreasonable efforts to help us provide the service ourself or findanother vendor to provide the service and to facilitate anytransition.

We have agreed with Sprint to indemnify each otheras well as affiliates, officers, directors and employees for violationsof law or the services agreements except for any liabilities resultingfrom the negligence or willful misconduct of the person seeking to beindemnified or its representatives. Our services agreements alsoprovide that no party will be liable to the other party for special,indirect, incidental, exemplary, consequential or punitive damages, orloss of profits arising from the relationship of the parties or theconduct of business under, or breach of, such services agreement exceptas may otherwise be required by the indemnification provisions. Ourservices agreements automatically terminate upon termination of ourmanagement agreements, and neither party may terminate the servicesagreements for any reason other than the termination of the managementagreements.

The Trademark and Service Mark LicenseAgreements

We have a non-transferable license to use, at noadditional cost to us, the Sprint brand name and"diamond" symbol, and several other U.S.trademarks and service marks such as "The ClearAlternative to Cellular" and "Clear Acrossthe Nation" on Sprint PCS products and services. Webelieve that the Sprint brand name and symbols enjoy a high degree ofrecognition, providing us an 

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immediate benefit in the market place. Ouruse of the licensed marks is subject to our adherence to qualitystandards determined by Sprint and use of the licensed marks in amanner, which would not reflect adversely on the image of qualitysymbolized by the licensed marks. We have agreed to promptly notifySprint of any infringement of any of the licensed marks within ourterritories of which we become aware and to provide assistance toSprint in connection with Sprint's enforcement of its rights. Wehave agreed with Sprint that we will indemnify the other for lossesincurred in connection with a material breach of the trademark licenseagreements between Sprint and us. In addition, we have agreed toindemnify Sprint from any loss suffered by reason of our use of thelicensed marks or marketing, promotion, advertisement, distribution,lease or sale of any Sprint products and services other than lossesarising solely out of our use of the licensed marks in compliance withcertain guidelines.

Sprint can terminate our trademark andservice mark license agreements if we file for bankruptcy or materiallybreach our agreement or if our management agreements are terminated. Wecan terminate our trademark and service mark license agreements uponSprint's abandonment of the licensed marks or if Sprint files forbankruptcy or our management agreements are terminated. However, Sprintcan assign its interests in the licensed marks to a third party if thatthird party agrees to be bound by the terms of our trademark andservice mark license agreements.

Regulatory Environment

Regulation of the Wireless Telecommunications Industry

TheFCC can have a substantial impact upon entities that manage wirelesspersonal communications service systems and/or provide wirelesspersonal communications services because the FCC regulates thelicensing, construction, operation, acquisition and interconnectionarrangements of wireless telecommunications systems in the UnitedStates.

The FCC has promulgated a series of rules, regulationsand policies to, among otherthings:

|              |                                                                                |
|--------------|--------------------------------------------------------------------------------|
| •  | grant or deny licenses forwireless personal communications servicefrequencies; |

|              |                                                                        |
|--------------|------------------------------------------------------------------------|
| •  | grant or deny wirelesspersonal communications service licenserenewals; |

|              |                                                                                                     |
|--------------|-----------------------------------------------------------------------------------------------------|
| •  | rule on assignments and/ortransfers of control of wireless personal communications servicelicenses; |

|              |                                                                                                                                  |
|--------------|----------------------------------------------------------------------------------------------------------------------------------|
| •  | govern the interconnectionof wireless personal communications service networks with otherwireless and wireline serviceproviders; |

|              |                                                          |
|--------------|----------------------------------------------------------|
| •  | establish access anduniversal service fundingprovisions; |

|              |                                                            |
|--------------|------------------------------------------------------------|
| •  | establish servicerequirements such as enhanced 911service; |

|              |                                                                      |
|--------------|----------------------------------------------------------------------|
| •  | impose fines and forfeituresfor violations of any of the FCC'srules; |

|              |                                                                                           |
|--------------|-------------------------------------------------------------------------------------------|
| •  | regulate the technicalstandards of wireless personal communications services networks;and |

|              |                                                                                                                                           |
|--------------|-------------------------------------------------------------------------------------------------------------------------------------------|
| •  | govern certain aspects of therelationships between carriers and customers, such as the use ofpersonal information and number portability. |

Through rules thatwent into effect on January 1, 2003, the FCC eliminated its spectrumcap for Commercial Mobile Radio Services("CMRS") which include broadband wirelesspersonal communications services, cellular and specialized mobile radio("SMR"). The cap previously had limited CMRSproviders to 55 MHz in any geographic area. Effective as of February14, 2005, the FCC eliminated its rule which prohibited a party fromowning interests in both cellular networks in the same Rural ServiceAreas. The FCC had previously eliminated rules prohibiting similarcombinations in Cellular Metropolitan Service Areas. With theelimination of these rules, the FCC now conducts a case-by-caseanalysis to determine whether any proposed CMRS spectrum combinationwould have an anticompetitive effect.

Transfers and Assignmentsof Wireless Personal Communications Services Licenses

The FCCmust give prior approval to the assignment of, or transfers involving,substantial changes in ownership or control of a wireless personalcommunications service license. In 2004, the 

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FCC modified its rules to significantlystreamline its approval procedures for assignments and transfers ofcontrol of wireless licenses. Although these changes will shorten thetime necessary to complete transactions involving wireless licenses,they retain public notice periods that offer an opportunity for filingopposition with the FCC. Non-controlling interests in an entity thatholds a wireless personal communications service license or operateswireless personal communications service networks generally may bebought or sold without prior FCC approval. In addition, the FCCrequires only post-consummation notification of pro forma assignmentsor transfers of control of commercial mobile radio servicelicenses.

The FCC has adopted rules that promote the developmentof secondary markets in spectrum usage rights. These rules enable awide variety of providers of communications services to enter intoflexible spectrum leasing arrangements with licenses in wireless radioservices, including PCS. These rules are intended to promote increasedfacilities-based competition in wireless services and enable thedevelopment of additional and innovative services in rural areas.

Conditions of Wireless Personal Communications ServicesLicenses

All wireless personal communications service licensesare granted for ten-year terms conditioned upon timely compliance withthe FCC's build-out requirements. Pursuant to the FCC'sbuild-out requirements, all 30 MHz broadband wireless personalcommunications service licensees must construct facilities that offercoverage to one-third of the population in their licensed areas withinfive years and to two-thirds of the population in such areas within tenyears, and all 10 MHz broadband wireless personal communicationsservices licensees must construct facilities that offer coverage to atleast one-quarter of the population in their licensed areas within fiveyears or make a showing of "substantialservice" within that five-year period.

If thebuild-out requirements are not met, wireless personal communicationsservice licenses could be forfeited. The FCC also requires licensees tomaintain control over their licenses. Our affiliation agreements withSprint PCS reflect management agreements that the parties believe meetthe FCC requirements for licensee control of licensed spectrum.

If the FCC were to determine that our affiliation agreements withSprint PCS need to be modified to increase the level of licenseecontrol, we have agreed with Sprint to use our best efforts to modifythe agreements to the extent necessary to cause the agreements tocomply with applicable law and to preserve to the extent possible theeconomic arrangements set forth in the agreements. If the agreementscannot be so modified, the agreements may be terminated pursuant totheir terms. The FCC could also impose monetary penalties on Sprint,and possibly revoke one or more of the Sprint licenses.

Wireless Personal Communications Services License Renewal

Wireless personal communications service licensees can renew theirlicenses for additional ten-year terms. Wireless personalcommunications service renewal applications are not subject toauctions. However, under the FCC's rules, third parties mayoppose renewal applications and/or file competing applications. If oneor more competing applications are filed, a renewal application will besubject to a comparative renewal hearing. The FCC's rules affordwireless personal communications services renewal applicants involvedin comparative renewal hearings with a "renewalexpectancy." The renewal expectancy is the most importantcomparative factor in a comparative renewal hearing and is applicableif the wireless personal communications service renewal applicanthas:

|              |                                                           |
|--------------|-----------------------------------------------------------|
| •  | provided"substantial service" during its licenseterm; and |

|              |                                                                            |
|--------------|----------------------------------------------------------------------------|
| •  | substantially complied withall applicable laws and FCC rules and policies. |

The FCC'srules define "substantial service" in thiscontext as service that is sound, favorable and substantially above thelevel of mediocre service that might minimally warrant renewal. TheFCC's renewal expectancy and procedures make it very likely thatSprint will retain the wireless personal communications servicelicenses that we manage for the foreseeable future.

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Interconnection

The FCC has theauthority to order interconnection between CMRS, providers andincumbent local exchange carriers. The FCC has ordered local exchangecarriers to provide reciprocal compensation to commercial mobile radioservice providers for the termination of traffic. Interconnectionagreements are negotiated on a state-wide basis and are subject tostate approval. In February 2005, the FCC issued a Further Notice ofProposed Rulemaking in its Intercarrier Compensation Reform proceeding,seeking to replace the current system of intercarrier payments with onethat would be technologically and competitively neutral toward servicesoffered by wireline, wireless and Voice over Internet Protocol("VoIP") providers.

The FCC rules andrulings, as well as state proceedings, and a review by courts of suchrules and rulings directly impact the nature and cost of the facilitiesnecessary for interconnection of the PCS networks of Sprint with local,national and international telecommunications networks. They alsodetermine the nature and amount of revenues that we and Sprint canreceive for terminating calls originating on the networks of localexchange and other telecommunications carriers.

Other FCCRequirements

CMRS providers, including Sprint, are required topermit manual roaming on their networks. With manual roaming, any userwhose mobile phone is technically capable of connecting with acarrier's system must be able to make a call by providing acredit card number or making some other arrangement for payment. SinceOctober 2000, the FCC has been considering changes in its rules thatmay terminate the manual roaming requirement and may impose automaticroaming obligations, under which users with capable equipment would bepermitted to originate or terminate calls without taking action otherthan turning on the mobile phone.

FCC rules require localexchange and CMRS providers to allow customers to change serviceproviders without changing telephone numbers, which, for wirelessservice providers, is referred to as wireless local number portabilityor WLNP. FCC regulations currently require CMRS providers to implementWLNP nationwide, though some carriers have obtained temporary waivers.Under the FCC's WLNP regulations, CMRS providers must delivercalls from their networks to ported numbers anywhere in the country andcontribute to the Local Number Portability Fund. We may be liable toSprint for any penalties that Sprint may be subject to if we are unableto comply with the FCC's WLNP regulations within a reasonableperiod of time. Implementation of WLNP has required wireless personalcommunications service providers like us and Sprint to purchase moreexpensive switches and switch upgrades. However, it has also enabledexisting cellular customers to change to wireless personalcommunications services without losing their existing wirelesstelephone numbers, which has made it easier for wireless personalcommunications service providers to market their services to existingcellular and wireline users. The existence of WLNP could adverselyimpact our business since it makes customer defections more likely andwe may not be able to replace customers who have switched to othercarriers.

FCC rules permit broadband wireless personalcommunications service and other CMRS providers to provide wirelesslocal loop and other fixed services that would directly compete withthe wireline services of local exchange carriers. This may create newmarkets and revenue opportunities for Sprint and its PCS Affiliates andother wireless providers.

FCC rules require broadband personalcommunications services and other CMRS providers to implement enhancedemergency 911 capabilities that provide the location of wireless 911callers to "Public Safety Answering Points."Sprint has completed its PCS network upgrade to support enhanced 911service, but actual availability of this service requires action bylocal governments. Some states and local governments have imposed feeson wireless carriers to support local implementation of the service.Carriers are generally able to pass these fees along to consumers.Emergency 911 services may afford wireless carriers substantial andattractive new service and marketing opportunities.

FCC rulesinclude several measures designed to remove obstacles to competitiveaccess to customers and facilities in commercial multiple tenantenvironments, including the following:

23

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|              |                                                                                                                                                                                                                                                                    |
|--------------|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| •  | Telecommunicationscarriers in commercial settings may not enter into exclusive contractswith building owners, including contracts that effectively restrictpremises owners or their agents from permitting access to othertelecommunications service providers;and |

|              |                                                                                                                                                                                                              |
|--------------|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| •  | Utilities, including LECs, mustafford telecommunications carriers and cable service providersreasonable and nondiscriminatory access to poles, conduits andrights-of-way owned or controlled by the utility. |

The FCC hasalso issued a further notice of proposed rulemaking seeking comment onwhether it should adopt additional rules in this area, includingextending certain regulations to include residential as well ascommercial buildings. The final result of this proceeding could affectthe availability and pricing of sites for our antennae and those of ourcompetitors.

Communications Assistance for Law Enforcement

The Communications Assistance for Law Enforcement Act("CALEA"), enacted in 1994, requires wirelesspersonal communications service and other telecommunications serviceproviders to ensure that their facilities, equipment and services areable to comply with authorized electronic surveillance by federal,state and local law enforcement personnel. Wireless personalcommunications service providers were generally required to comply withthe current industry CALEA capability standard, known as J-STD-025, byJune 30, 2000, and with certain additional standards by September 30,2001. Wireless personal communications service providers who soughtextensions of compliance deadlines, including Sprint, are also requiredto implement a "packet-mode" capability byJanuary 30, 2004, though the FCC has granted numerous additionalextensions to this deadline. Providers had to meet various othercapability requirements established by the Department of Justice andFederal Bureau of Investigation as of June 30, 2002. Most wirelesspersonal communications service providers are ineligible for federalreimbursement for the software and hardware upgrades necessary tocomply with the CALEA capability and capacity requirements. On August4, 2004, the FCC initiated a wide-ranging review of its CALEAregulations in response to a Petition for Rulemaking filed by variouslaw enforcement agencies. In this proceeding, the FCC has proposedvarious changes to its CALEA requirements, some of which may increasethe cost of compliance for Sprint and its PCS Affiliates. In sum, CALEAcapability and capacity requirements are likely to impose someadditional switching and network costs upon Sprint and its managers andPCS Affiliates and other wireless entities.

The USA Patriot Actof 2001 included certain provisions that enable law enforcementagencies and other branches of the government to more easily acquirerecords and information regarding certain uses of communicationsfacilities from telecommunications carriers, including PCScarriers.

Other Federal Regulations

Sprint and its PCSAffiliates must bear the expense of compliance with FCC and FederalAviation Administration regulations regarding the siting, lighting andconstruction of transmitter towers and antennas. In addition, FCCenvironmental regulations may cause some of the Company's basestation locations to become subject to the additional expense ofregulation under the National Environmental Policy Act. The FCC isrequired to implement this Act by requiring service providers to meetland use and radio emissions standards.

Review of UniversalService Requirements

The FCC and certain states haveestablished "universal service" programs toensure that affordable, quality telecommunications services areavailable to all Americans. Sprint is required to contribute to thefederal universal service program as well as existing state programs.The FCC has determined that Sprint's"contribution" to the federal universalservice program is a variable percentage of "end-usertelecommunications revenues." Although many states haveadopted a similar assessment methodology, the states are free tocalculate telecommunications service provider contributions in anymanner they choose as long as the process is not inconsistent with theFCC's 

24

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rules. Some wireless entities have receivedstate commission designation as "eligibletelecommunications carriers," enabling them to receivefederal and state universal service support, and compete with wirelinetelephone companies for universal service revenue. Because we managesubstantial rural areas for the PCS Division of Sprint, it is possiblethat we will receive revenues in the future from federal and stateuniversal service support funds that are much greater than thereductions in our revenues due to universal service contributions paidby Sprint.

The FCC is investigating the type of regulation thatit should apply to VoIP. In a November 2004 decision, the FCC concludedthat at least one form of VoIP is an unregulated information service,rather than a telecommunications service, and as such is not subject tostate regulation or universal service contributions. Currently VoIPproviders do not generally compensate carriers for termination of callson their networks through reciprocal compensation or access charges.Additional decisions by the FCC are expected to further clarify theregulatory status of VoIP offerings, which may affect theirrelationships with telecommunications carriers.

Partitioning/Disaggregation

FCC rules allow broadbandwireless personal communications services licensees to partition theirmarket areas and/or to disaggregate their assigned spectrum and totransfer partial market areas or spectrum assignments to eligible thirdparties. These rules may enable us to purchase wireless personalcommunications service spectrum from Sprint and other wireless personalcommunications services licensees as a supplement or alternative to theexisting management arrangements.

Wireless FacilitiesSiting

States and localities are not permitted to regulate theplacement of wireless facilities so as to"prohibit" the provision of wireless servicesor to "discriminate" among providers of thoseservices. In addition, so long as a wireless system complies with theFCC's rules, states and localities are prohibited from usingradio frequency health effects as a basis to regulate the placement,construction or operation of wireless facilities. These rules aredesigned to make it possible for Sprint and its managers and PCSAffiliates and other wireless entities to acquire necessary tower sitesin the face of local zoning opposition and delays. In the fall of 2004,the FCC adopted measures in coordination with the Advisory Council onHistoric Preservation and the National Conference of State HistoricPreservation Officers. These provisions, known as the"Nationwide Programmatic Agreement"("NPA"), were designed to ease the reviewprocess for wireless towers constructed near historic properties, butmembers of the wireless industry have complained to the FCC that theNPA actually increases unnecessary burdens for tower construction andgives undue authority to federally recognized Indian tribes and havealso appealed the FCC's decision in federal court onjurisdictional grounds.

Equal Access

Wireless providersare not required to provide long distance carriers with equal access towireless customers for the provision of toll services. This enables usand Sprint to generate additional revenues by reselling the tollservices of Sprint PCS and other interexchange carriers from whom wecan obtain favorable volume discounts. However, the FCC is authorizedto require unblocked access to toll service providers subject tocertain conditions.

State Regulation of Wireless Service

Section 332 of the Communications Act of 1934, as amended, preemptsstates from regulating the rates and entry of CMRS providers. Section332 does not prohibit a state from regulating the other terms andconditions of commercial mobile services, including consumer billinginformation and practices, billing disputes and other consumerprotection matters. Some states have proposed or adopted"Wireless Consumer Bill of Rights"requirements pursuant to this authority. These laws may add significantcompliance costs in states where they are effective. To the extentSprint and its PCS 

25

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Affiliates provide fixed wireless service,we may be subject to additional state regulation. These standards andrulings have prevented states from delaying the entry of wirelesspersonal communications services and other wireless carriers into theirjurisdictions via certification and similar requirements, and fromdelaying or inhibiting aggressive or flexible wireless pricecompetition after entry.

Interference Temperature

InNovember 2003, the FCC launched an inquiry aimed at establishing a newparadigm for the determination of interference to wireless services.Currently, interference measurements are based on transmitteroperations. The proposed "interferencetemperature" would take into account interactions betweentransmitters and receivers, as well as all other elements of the radiofrequency environment. One goal of this proceeding is to createopportunities for other transmitters, whether licensed or unlicensed,to operate in bands that are now exclusively reserved for licensees,such as the personal communications service frequencies used by Sprint.It is too early in this proceeding to determine what effect, if any,this inquiry by the FCC will have on our business.

AvailableInformation

The Company's Internet address iswww.alamosapcs.com. We make available free of charge through our website our annual report on Form 10-K, quarterly reports on Form 10-Q,current reports on Form 8-K and all amendments to those reports filedor furnished pursuant to Section 13(a) or 15(d) of the Exchange Act assoon as reasonably practicable after we electronically file suchmaterial with, or furnish such material to, the SEC. Informationcontained on the web site is not part of this report.

The publicmay read and copy any materials the Company files with the SEC at theSEC's Public Reference Room at 450 Fifth Street, N.W.,Washington, D.C. 20549. The public may obtain information on theoperation of the Public Reference Room by calling the SEC at1-800-SEC-0330. The SEC maintains an Internet site that containsreports, proxy and information statements, and other informationregarding issuers that file electronically with the SEC. The address ofthat site is www.sec.gov.

ITEM 2.    PROPERTIES.

Ourheadquarters are located in Lubbock, Texas and we lease space in anumber of locations, primarily for our retail stores, base stations andswitching centers. As of December 31, 2004, we leased space for 64retail stores, 13 kiosks and 9 switching centers. As of December 31,2004, we leased space for the placement of 1,837 sites. 1,777 arelocated on towers or other structures owned by others. 60 of thesesites are on towers or other structures owned by us. In cases where weown the structure, we typically lease the location where the structureis placed. We co-locate with other wireless service providers withrespect to approximately 91% of our sites. We believe that ourfacilities are adequate for our current operations and that additionalleased space can be obtained if needed on commercially reasonableterms.

ITEM 3.    LEGAL PROCEEDINGS.

We have beennamed as a defendant in a number of purported securities class actionsin the United States District Court for the Southern District of NewYork (In re Alamosa PCS Holdings Initial Public Offering SecuritiesLitigation, docket No. 01 Civ. 11235), arising out of our initialpublic offering (the "IPO"). Variousunderwriters of the IPO also are named as defendants in the actions.The action against us is one of more than 300 related class actionswhich have been consolidated and are pending in the same court. Thecomplainants seek to recover damages and allege, among other things,that the registration statement and prospectus filed with the SEC forpurposes of the IPO were false and misleading because they failed todisclose that the underwriters allegedly (i) solicited and receivedcommissions from certain investors in exchange for allocating to themshares of common 

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stock in connection with the IPO, and (ii)entered into agreements with their customers to allocate such stock tothose customers in exchange for the customers agreeing to purchaseadditional Company shares in the aftermarket at pre-determined prices.On February 19, 2003, the Court granted motions by us and 115 otherissuers to dismiss the claims under Rule 10b-5 of the Exchange Actwhich had been asserted against them. The Court denied the motions byus and virtually all of the other issuers to dismiss the claimsasserted against them under Section 11 of the Securities Act. Wemaintain insurance coverage which may mitigate our exposure to loss inthe event that this claim is not resolved in our favor.

Theissuers in the IPO cases, including us, have reached an agreement inprinciple with the plaintiffs to settle the claims asserted by theplaintiffs against them. Under the terms of the proposed settlement,the insurance carriers for the issuers will pay the plaintiffs thedifference between $1 billion and all amounts which the plaintiffsrecover from the underwriter defendants by way of settlement orjudgment. Accordingly, no payment on behalf of the issuers under theproposed settlement will be made by the issuers themselves. The claimsagainst the issuers will be dismissed, and the issuers and theirofficers and directors will receive releases from the plaintiffs. Underthe terms of the proposed settlement, the issuers will also assign toplaintiffs certain claims which they may have against the underwritersarising out of our IPO, and the issuers will also agree not to assertcertain other claims which they may have against the underwriters,without plaintiffs' consent. The proposed settlement is subjectto agreement among the parties on final settlement documents and theapproval of the court. The court has issued a decision and order whichpreliminarily approves the settlement as to the issuers. A hearing datehas been scheduled by the court for March 18, 2005 where they willapprove the form and substance of a notice to be sent to class membersdescribing the settlement and giving class members the opportunity toopt out of or object to the settlement. The court will also set a datefor a fairness hearing which will likely take place later in 2005.

On January 23, 2001, our board of directors, in a unanimousdecision, terminated the employment of Jerry Brantley, then Presidentand Chief Operating Officer of the Company. On April 29, 2002, Mr.Brantley initiated litigation against us and our Chairman, David E.Sharbutt in the District Court of Lubbock County, Texas,22nd Judicial District, alleging wrongful termination. Inthe litigation, Mr. Brantley claimed, among other things, that ourtermination of his employment was without cause under his employmentagreement rather than a termination for non-performance. As such, Mr.Brantley's claim sought money damages for (i) severance pay equalto one year's salary at the time of his termination, (ii) thevalue of certain unexercised stock options he owned at the time of histermination, (iii) an allegedly unpaid bonus and (iv) exemplarydamages, as well as recovery of attorney's fees and costs. Mr.Brantley's claims against us and our CEO were resolved pursuantto a settlement agreement dated February 6, 2004. The settlement didnot materially impact our consolidated financial statements or ouroperations.

On January 8, 2003, a claim was made against us bySouthwest Antenna and Tower, Inc. ("SWAT") inthe Second Judicial District Court, County of Bernalillo, State of NewMexico, for monies due on an open account. SWAT sought to recoverapproximately $2.0 million from us relating to work performed by SWATduring 2000 for Roberts Wireless Communications, L.L.C., which wasacquired by us in the first quarter of 2001. This claim was settled for$875,000 during the second quarter of 2003.

In November andDecember 2003 and January 2004, multiple lawsuits were filed againstAlamosa Holdings and David E. Sharbutt, our Chairman and ChiefExecutive Officer and Kendall W. Cowan, our Chief Financial Officer.Steven Richardson, our Chief Operating Officer, was also a nameddefendant in one of the lawsuits. Each claim is a purported classaction filed on behalf of a putative class of persons who and/orentities that purchased Alamosa Holdings' securities betweenJanuary 9, 2001 and June 13, 2002, inclusive, and seeks recovery ofcompensatory damages, fees and costs. Each lawsuit was filed in theUnited Stated District Court for the Northern District of Texas, ineither the Lubbock Division or the Dallas Division. On February 27,2004, the lawsuits were consolidated into one action pending in theUnited States District Court for the Northern District of Texas,Lubbock Division (Massachusetts State Guaranteed Annuity Fund, et.al. v. Alamosa Holdings, et. al., Civil 

27

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Action No.: 5:03-cv-289-c). On March 4,2004, the Court appointed the Massachusetts State Guaranteed AnnuityFund to serve as lead plaintiff and approved its selection of leadcounsel for the consolidated action.

On May 18, 2004, the leadplaintiff filed a consolidated complaint. The consolidated complaintnames three of the original defendants (the Company, David Sharbutt andKendall Cowan), drops one of the original defendants (StevenRichardson) and names two new defendants who are outside directors(Michael Roberts and Steven Roberts). The putative class period remainsthe same. The consolidated complaint alleges violations of Sections10(b) and 20(a) of the Exchange Act, Rule 10b-5 promulgated thereunder,and Sections 11 and 15 of the Securities Act. The consolidatedcomplaint seeks recovery of compensatory damages, fees, costs,rescission or rescissory damages in connection with the Sections 11 and15 claims, and injunctive relief and/or disgorgement in connection withdefendants' alleged insider trading proceeds. At the end of theputative class period on June 13, 2002, we announced that ourprojection of net subscriber additions for the second quarter of 2002would be less than previously projected. The consolidated complaintalleges, among other things, that we made false and misleadingstatements about subscriber additions during the putative class period.The consolidated complaint also alleges that our financial statementswere false and misleading because we improperly recognized revenue andfailed to record adequate allowances for uncollectible receivables. Ourmotion to dismiss is currently pending before the Court.

Webelieve that we and the other defendants have meritorious defenses tothese claims and intend to vigorously defend this action. No discoveryhas been taken at this time, and the ultimate outcome is not currentlypredictable. There can be no assurance that the litigation will beresolved in our favor and an adverse resolution could adversely affectour financial condition.

On July 8 and 15, 2004, two shareholderderivative suits, each asserting identical allegations, were filed inState District Court in Dallas County, Texas on behalf of us againstcertain of our officers and directors: David E. Sharbutt, our Chairmanand Chief Executive Officer, Kendall W. Cowan, our Chief FinancialOfficer, as well as other current and former members of our board ofdirectors, including Scotty Hart, Michael V. Roberts, Ray M. Clapp,Jr., Schuyler B. Marshall, Thomas F. Riley, Jr., Steven C. Roberts,Jimmy R. White, Thomas B. Hyde and Tom M. Phelps. The suits also nameus as a nominal defendant. On August 27, 2004, the lawsuits wereconsolidated into one action pending in State District Court in DallasCounty, Texas (In re Alamosa Holdings, Inc. DerivativeLitigation, cause No. 04-06286). On November 24, 2004, theplaintiffs filed a consolidated derivative petition. Based onallegations substantially similar to the federal shareholder action,the suits assert claims for defendants' alleged violations ofstate law, including breaches of fiduciary duty, abuse of control,gross mismanagement, waste of corporate assets and unjust enrichmentthat allegedly occurred between January 2001 and June 2002. The suitsseek recovery of damages, fees, costs, equitable and/or injunctiveremedies, and disgorgement of all profits, benefits and othercompensation. The defendants' motion to stay this suit pendingthe outcome of the federal shareholder action and in the alternative,special exceptions to the consolidated derivative petition requestingdismissal of the action, are currently pending before the Court. Nodiscovery has been taken at this time, and the ultimate outcome is notcurrently predictable.

By letter dated January 10, 2005, wereceived notice of request for arbitration by PVT Networks, Inc.pursuant to the Outsource Service Provider Agreement by and between PVTNetworks, Inc. and us. The underlying dispute concerns a request by PVTto be reimbursed for certain costs and fees under the Outsource ServiceProvider Agreement. The amount of the claim appears to be forapproximately $449,000. We intend to vigorously defend thisarbitration.

On November 26, 2003, Core Group PC filed a claimagainst Alamosa PCS and four other PCS Affiliates of Sprint in theUnited States District Court for the District of Kansas allegingcopyright infringement related to the designs used in Sprint retailstores. The complainant sought money damages and an injunction againstAlamosa PCS' continued use of the alleged copyrighted designs.This claim was dismissed on June 4, 2004 with no adverse impact tous.

ITEM 4.    SUBMISSION OF MATTERS TO A VOTE OF SECURITYHOLDERS.

No matters were submitted to a vote of securityholders during the fourth quarter of 2004.

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PART II

|              |                                                                       |
|--------------|-----------------------------------------------------------------------|
| ITEM5.  | MARKET FOR REGISTRANT'S COMMON EQUITY ANDRELATED STOCKHOLDER MATTERS. |

Beginning February 3, 2000 throughDecember 5, 2001, our common stock was traded on The Nasdaq NationalMarket ("Nasdaq") under the symbol"APCS." From December 6, 2001 through April16, 2003, our common stock was traded on The New York Stock Exchange("NYSE") under the symbol"APS." From April 16, 2003 to March 12, 2004,our common stock was traded on the Over-the-Counter Bulletin Boardunder the symbol "ALMO." Since March 14,2004, our common stock has returned to trading on Nasdaq under thesymbol "APCS." The following table setsforth, for the periods indicated, the range of high and low salesprices for our common stock as reported on The New York Stock Exchange,the Over-the-Counter Bulletin Board and Nasdaq asapplicable.

|                                    |  |                           |        |        |  |        |        |        |  |  |
|------------------------------------|--|---------------------------|--------|--------|--|--------|--------|--------|--|--|
|                               |  | PriceRange of CommonStock |
|                               |  | High                      |        | Low    |
| Fiscalyear ended December 31,2004: |  |                      |   |   |  |
| Fourthquarter                      |  | $                         | 12.84  |   |  | $      | 7.54   |   |
| Thirdquarter                       |  | $                         | 8.91   |   |  | $      | 6.73   |   |
| Secondquarter                      |  | $                         | 8.01   |   |  | $      | 5.71   |   |
| Firstquarter                       |  | $                         | 6.48   |   |  | $      | 4.01   |   |
| Fiscalyear ended December 31,2003: |  |                      |   |   |  |   |   |   |
| Fourthquarter                      |  | $                         | 4.30   |   |  | $      | 3.09   |   |
| Thirdquarter                       |  | $                         | 4.76   |   |  | $      | 1.52   |   |
| Secondquarter                      |  | $                         | 1.95   |   |  | $      | 0.25   |   |
| Firstquarter                       |  | $                         | 0.85   |   |  | $      | 0.30   |   |
|                               |  |                      |   |   |  |   |   |   |
|                                    |

OnFebruary 28, 2005, the last reported sales price of our common stock asreported on Nasdaq was $12.74 per share. On February 28, 2005, therewere 320 holders of record of our common stock.

In connectionwith the completion of a debt exchange in reliance on Section 3(a)(9)of the Securities Act, we issued 679,495 shares of Series B ConvertiblePreferred Stock, with a liquidation preference of $250 per share, onNovember 10, 2003. These shares have not been registered with the SEC.The Series B Convertible Preferred Stock pays cumulative dividends of7.5% of the $250 per share liquidation preference. The Series BConvertible Preferred Stock is convertible into our common stock at theoption of the holder at a rate of $3.40 per share based on theliquidation preference of the preferred stock. Additionally, holders ofthe Series B Convertible Preferred Stock are entitled to participate inany dividends declared on our common stock based on the number ofshares of common stock the preferred shares could be converted intoimmediately prior to the declaration of a common stock dividend.

As of December 31, 2004, 478,987 shares of Series B ConvertiblePreferred Stock were outstanding. During the year ended December 31,2004, we paid cash dividends of $10.6 million on shares of Series BConvertible Preferred Stock. In order to reduce future cash dividendpayments, we may from time to time take advantage of opportunities toretire outstanding shares of our Series B preferred stock, generally inprivately negotiated transactions initiated by holders of Series Bpreferred stock, through exchanges for common shares or for acombination of common shares and cash. We intend to evaluate suchexchange transaction opportunities, if any, in light of then-prevailingmarket conditions and other relevant factors. Such transactions couldbe effected with respect to a significant number of shares of Series Bpreferred stock and could have an adverse effect on the trading marketfor the Series B preferred stock.

We have never declared or paidany cash dividends on our common stock. We do not expect to pay cashdividends on our common stock in the foreseeable future. We currentlyintend to retain our future earnings, if any, to fund the developmentand growth of our business. Future dividends, if any, 

29

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will be determined by our Board of Directorsand will depend upon our results of operations, financial condition andcapital expenditure plans, as well as other factors that our Board ofDirectors considers relevant. In addition, the terms of the indenturesgoverning our senior notes may limit our ability to pay dividends inthe future.

ITEM 6.    SELECTED FINANCIAL DATA.

Theselected financial data presented below under the headings"Statement of Operations Data,""Per Share Data," and "BalanceSheet Data" have been derived from the consolidatedbalance sheets at December 31, 2004, 2003, 2002, 2001 and 2000, and therelated statements of operations for the years ended December 31, 2004,2003, 2002, 2001 and 2000, and the notes thereto, as applicable. Alldollar amounts are in thousands with the exception of per shareamounts.

The acquisitions of Roberts, WOW and Southwest PCS tookplace on February 14, February 14 and March 30, 2001, respectively.These acquisitions were accounted for under the purchase method ofaccounting such that the results of operations for the acquiredentities are included in our consolidated operating results from therespective date of acquisition. The acquisition of AirGate that wasclosed on February 15, 2005 is not included in our consolidatedoperating results.

It is important that you also read"Item 7. Management's Discussion and Analysis ofFinancial Condition and Results of Operation" and thefinancial statements for the periods ended December 31, 2004, 2003,2002, 2001, and 2000, and the relatednotes.

|                                                |  |                  |         |                   |  |                  |         |                   |  |                  |          |         |  |        |          |         |  |        |         |         |  |  |
|------------------------------------------------|--|------------------|---------|-------------------|--|------------------|---------|-------------------|--|------------------|----------|---------|--|--------|----------|---------|--|--------|---------|---------|--|--|
|                                           |  | Forthe yearended |
|                                           |  | December31, 2004 |         | December 31, 2003 |  | December 31,2002 |         | December 31, 2001 |  | December 31,2000 |
| STATEMENT OF OPERATIONSDATA:                   |  |             |    |              |  |             |    |              |  |             |     |    |  |
| Revenues:                                      |  |             |    |              |  |             |    |              |  |             |     |    |  |   |     |    |  |   |    |    |
| Subscriberrevenues                             |  | $                | 555,711 |              |  | $                | 452,396 |              |  | $                | 391,927  |    |  | $      | 231,145  |    |  | $      | 56,154  |    |
| Roamingand wholesalerevenues                   |  |             | 214,230 |              |  |             | 150,772 |              |  |             | 139,843  |    |  |   | 99,213   |    |  |   | 17,346  |    |
| Servicerevenues                                |  |             | 769,941 |              |  |             | 603,168 |              |  |             | 531,770  |    |  |   | 330,358  |    |  |   | 73,500  |    |
| Productsales                                   |  |             | 33,159  |              |  |             | 27,882  |              |  |             | 23,922   |    |  |   | 26,781   |    |  |   | 9,201   |    |
| Totalrevenues:                                 |  |             | 803,100 |              |  |             | 631,050 |              |  |             | 555,692  |    |  |   | 357,139  |    |  |   | 82,701  |    |
| Costandexpenses:                               |  |             |    |              |  |             |    |              |  |             |     |    |  |   |     |    |  |
| Costof service andoperations                   |  |             | 383,287 |              |  |             | 317,215 |              |  |             | 343,468  |    |  |   | 237,843  |    |  |   | 55,701  |    |
| Costof productssold                            |  |             | 76,183  |              |  |             | 59,651  |              |  |             | 50,974   |    |  |   | 53,911   |    |  |   | 20,524  |    |
| Sellingand marketingexpense                    |  |             | 140,833 |              |  |             | 112,626 |              |  |             | 119,059  |    |  |   | 110,052  |    |  |   | 45,407  |    |
| Generaland administrativeexpense               |  |             | 22,762  |              |  |             | 16,257  |              |  |             | 15,243   |    |  |   | 13,853   |    |  |   | 9,538   |    |
| Depreciationandamortization                    |  |             | 104,775 |              |  |             | 110,495 |              |  |             | 105,121  |    |  |   | 94,722   |    |  |   | 12,530  |    |
| Impairmentof goodwill(2)                       |  |             | — |              |  |             | — |              |  |             | 291,635  |    |  |   | —  |    |  |   | — |    |
| Impairmentof property and equipment(3)         |  |             | 3,730   |              |  |             | 2,243   |              |  |             | 1,194    |    |  |   | —  |    |  |   | — |    |
| Terminatedmerger and acquisitioncosts          |  |             | — |              |  |             | — |              |  |             | —  |    |  |   | —  |    |  |   | 2,247   |    |
| Non-cashcompensation                           |  |             | 386     |              |  |             | 536     |              |  |             | 29       |    |  |   | (916     | )  |  |   | 5,651   |    |
| Totalcosts andexpenses                         |  |             | 731,956 |              |  |             | 619,023 |              |  |             | 926,723  |    |  |   | 509,465  |    |  |   | 151,598 |    |
| Operatingincome(loss)                          |  |             | 71,144  |              |  |             | 12,027  |              |  |             | (371,031 | )  |  |   | (152,326 | )  |  |   | (68,897 | )  |
| Gain(loss) on derivativeinstrument             |  |             | (305    | )            |  |             | 2,858   |              |  |             | —  |    |  |   | —  |    |  |   | — |    |
| Losson debtextinguishment                      |  |             | (13,101 | )            |  |             | — |              |  |             | —  |    |  |   | (5,472   | )  |  |   | — |    |
| Debtexchangeexpenses                           |  |             | — |              |  |             | (8,694  | )            |  |             | —  |    |  |   | —  |    |  |   | — |    |
| Interestand otherincome                        |  |             | 1,474   |              |  |             | 948     |              |  |             | 3,459    |    |  |   | 11,664   |    |  |   | 14,483  |    |
| Interestexpense                                |  |             | (75,739 | )            |  |             | (99,914 | )            |  |             | (102,863 | )  |  |   | (81,730  | )  |  |   | (25,775 | )  |
| Lossbefore incometax                           |  |             | (16,527 | )            |  |             | (92,775 | )            |  |             | (470,435 | )  |  |   | (227,864 | )  |  |   | (80,189 | )  |
| Incometax (expense)benefit                     |  |             | (741    | )            |  |             | 17,929  |              |  |             | 67,086   |    |  |   | 80,441   |    |  |   | — |    |
| Netloss                                        |  |             | (17,268 | )            |  |             | (74,846 | )            |  |             | (403,349 | )  |  |   | (147,423 | )  |  |   | (80,189 | )  |
| Preferredstockdividend                         |  |             | (10,321 | )            |  |             | (1,770  | )            |  |             | —  |    |  |   | —  |    |  |   | — |    |
| Preferredstock conversionpremium               |  |             | (6,600  | )            |  |             | — |              |  |             | —  |    |  |   | —  |    |  |   | — |    |
| Netloss attributable to commonstockholders     |  | $                | (34,189 | )            |  | $                | (76,616 | )            |  | $                | (403,349 | )  |  | $      | (147,423 | )  |  | $      | (80,189 | )  |
| PERSHAREDATA:                                  |  |             |    |              |  |             |    |              |  |             |     |    |  |   |     |    |  |
| Netloss per common share, basic and diluted(1) |  | $                | (0.32   | )            |  | $                | (0.81   | )            |  | $                | (4.33    | )  |  | $      | (1.69    | )  |  | $      | (1.33   | )  |
|                                                |

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|                                                             |  |                  |         |                   |  |                  |         |                   |  |                  |         |        |  |        |         |        |  |        |         |        |  |  |
|-------------------------------------------------------------|--|------------------|---------|-------------------|--|------------------|---------|-------------------|--|------------------|---------|--------|--|--------|---------|--------|--|--------|---------|--------|--|--|
|                                                        |  | Forthe yearended |
|                                                        |  | December31, 2004 |         | December 31, 2003 |  | December 31,2002 |         | December 31, 2001 |  | December 31,2000 |
| Weighted average commonshares outstanding, basic anddiluted |  | 106,226,231      |         | 94,088,853        |  | 93,048,883       |         | 87,077,350        |  | 60,198,390       |
| Dividendsper share of commonstock                           |  |             | — |              |  |             | — |              |  |             | — |   |  |   | — |   |  |   | — |   |
| OTHERDATA:                                                  |  |             |    |              |  |             |    |              |  |             |    |   |  |   |    |   |  |
| Numberof subscribers at end ofperiod                        |  |             | 915,000 |              |  |             | 727,000 |              |  |             | 622,000 |   |  |   | 503,000 |   |  |   | 133,000 |   |
|                                                             |

|                                                      |  |             |           |        |  |        |           |        |  |        |           |        |  |        |           |        |  |        |         |        |  |  |
|------------------------------------------------------|--|-------------|-----------|--------|--|--------|-----------|--------|--|--------|-----------|--------|--|--------|-----------|--------|--|--------|---------|--------|--|--|
|                                                 |  | December31, |
|                                                 |  | 2004        |           | 2003   |  | 2002   |           | 2001   |  | 2000   |
| BALANCESHEETDATA:                                    |  |        |      |   |  |   |      |   |  |   |      |   |  |   |      |   |  |
| Cashand cashequivalents                              |  | $           | 129,917   |   |  | $      | 99,644    |   |  | $      | 61,737    |   |  | $      | 104,672   |   |  | $      | 141,768 |   |
| Shortterminvestments                                 |  |        | 50,418    |   |  |   | —   |   |  |   | —   |   |  |   | 1,300     |   |  |   | 1,600   |   |
| Propertyand equipment,net                            |  |        | 441,808   |   |  |   | 434,840   |   |  |   | 458,946   |   |  |   | 455,695   |   |  |   | 228,983 |   |
| Totalassets                                          |  |        | 1,176,105 |   |  |   | 1,105,970 |   |  |   | 1,174,406 |   |  |   | 1,598,408 |   |  |   | 458,650 |   |
| Short-termdebt                                       |  |        | 110       |   |  |   | 481       |   |  |   | 1,064     |   |  |   | 596       |   |  |   | 36      |   |
| Long-termdebt                                        |  |        | 739,890   |   |  |   | 665,236   |   |  |   | 870,217   |   |  |   | 826,352   |   |  |   | 264,843 |   |
| Totalliabilities                                     |  |        | 910,282   |   |  |   | 815,659   |   |  |   | 1,039,768 |   |  |   | 1,060,422 |   |  |   | 327,252 |   |
| Mandatorilyredeemable convertible preferred stock(4) |  |        | 161,148   |   |  |   | 228,606   |   |  |   | —   |   |  |   | —   |   |  |   | — |   |
| Equity                                               |  |        | 104,675   |   |  |   | 61,705    |   |  |   | 134,638   |   |  |   | 537,986   |   |  |   | 131,398 |   |
|                                                      |

|  |
|--|
|  |  |
|  |

|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  |
|-----|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| (1) | Dilutedweighted average shares outstanding excludes the common shares issuableon the exercise of stock options as well as common shares issuable uponthe conversion of mandatorily redeemable convertible preferred stockbecause inclusion of such would have been antidilutive. Basic anddiluted weighted average shares outstanding for the year ended December31, 2004, 2003 and 2002 exclude 200,000, 400,000 and 800,000 shares,respectively, of restricted stock awarded to officers during 2002 thatwere not vested as of the end of each respectiveyear. |

|     |                                                                                                                                                                                                                                                                                          |
|-----|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| (2) | In the third quarter of2002 we recorded an impairment charge of $291,635 as a result of ourfirst annual impairment testing of goodwill as required by Statement ofFinancial Accounting Standards No. 142. As of December 31, 2004 thecarrying value of goodwill had been reduced tozero. |

|     |                                                                                                                                                                                                                                                                                                                                                                                            |
|-----|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| (3) | Impairment of propertyand equipment in 2004 and 2003 relates to the abandonment of certainnetwork equipment that had become technologically obsolete. Impairmentof property and equipment in 2002 relates to our decision to close aswitching center and abandon the site. The net carrying value ofleasehold improvements related to the abandoned site was charged as animpairment loss. |

|     |                                                                                                                                                                                                                                                                                                                                                                                                                                        |
|-----|----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| (4) | 679,495 sharesof Series B Convertible Preferred Stock with a liquidation preferenceof $250 per share were issued in connection with a debt exchangecompleted in November 2003. This preferred stock is convertible at theoption of the holder into shares of common stock and is mandatorilyredeemable in July 2013. As of December 31, 2004, 478,987 shares wereoutstanding. As of December 31, 2003, 679,495 shares wereoutstanding. |

|               |                                                                                      |
|---------------|--------------------------------------------------------------------------------------|
| ITEM 7.  | MANAGEMENT'S DISCUSSION AND ANALYSIS OFFINANCIAL CONDITION AND RESULTS OF OPERATION. |

Forward LookingInformation

You should read the following discussion andanalysis when you read the consolidated financial statements and therelated notes included in this annual report on Form 10-K beginning onpage F-1. This discussion contains forward-looking statements thatinvolve risks and uncertainties. Our actual results could differmaterially from the results anticipated in these forward-lookingstatements as a result of factors including, but not limited to, thoseunder "Item 7. Management's Discussion and Analysisof Financial Condition and Results of Operation — RiskFactors" and "This Annual Report ContainsForward-Looking Statements."

Definitions ofOperating Metrics

We discuss the following operating metricsrelating to our business in this "Management'sDiscussion and Analysis of Financial Condition and Results ofOperation" section:

|              |                                                                                     |
|--------------|-------------------------------------------------------------------------------------|
| •  | ARPU,or average monthly revenue per user, is a measure used to determine theaverage |

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|        |                                                                                                                                                                                                                                                                               |
|--------|-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|   | monthly subscriber revenue earned forsubscribers based in our territory. This measure is calculated bydividing subscriber revenues in our consolidated statement ofoperations by our average daily subscribers during the period dividedby the number of months in theperiod. |

|              |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                |
|--------------|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| •  | Average monthly churn is usedto measure the rate at which subscribers based in our territorydeactivate service on a voluntary or involuntary basis. We calculateaverage monthly churn based on the number of subscribers deactivatedduring the period (net of transfers out of our service area and thosewho deactivated within 30 days of activation) as a percentage of ouraverage daily subscriber base during the period divided by the numberof months during the period. |

|              |                                                                                                                                                                                                                                                                                                                                                                            |
|--------------|----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| •  | LicensedPOPs represent the number of residents (usually expressed in millions)in our territory in which we have an exclusive right to providewireless mobility communications services under the Sprint brand name.The number of residents located in our territory does not represent thenumber of wireless subscribers that we serve or expect to serve in ourterritory. |

|              |                                                                                                                                                                                                                                                                                                         |
|--------------|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| •  | Covered POPs represent thenumber of residents (usually expressed in millions) covered by ourportion of the PCS network of Sprint in our territory. The number ofresidents covered by our network does not represent the number ofwireless subscribers that we serve or expect to serve in ourterritory. |

General

As a PCS Affiliate of Sprint, wehave the exclusive right to provide wireless mobility communicationsservices under the Sprint brand name in our licensed territory. We ownand are responsible for building, operating and managing the portion ofthe PCS network of Sprint located in our territory. We offer nationalplans designed by Sprint as well as local plans tailored to our marketdemographics. Our portion of the PCS network of Sprint is designed tooffer a seamless connection with the 100% digital PCS nationwidewireless network of Sprint. We market Sprint PCS products and servicesthrough a number of distribution outlets located in our territory,including our own retail stores, major national distributors and localthird party distributors. At December 31, 2004, we had total licensedPOPs of over 15.8 million, covered POPs of approximately 12.9 millionand total subscribers of approximately 915,000.

We recognizerevenues from our subscribers for the provision of wirelesstelecommunications services, proceeds from the sales of handsets andaccessories through channels controlled by us and fees from Sprint andother wireless service providers and resellers when their customersroam onto our portion of the PCS network of Sprint. Sprint retains8% of all service revenue collected from our subscribers (notincluding products sales and roaming charges billed to our subscribers)and all fees collected from other wireless service providers andresellers when their customers use our portion of the PCS network ofSprint. We report the amount retained by Sprint as an operatingexpense. In addition, Sprint bills our subscribers for taxes, handsetinsurance, equipment and Universal Service Fund charges and othersurcharges which we do not record. Sprint collects these amounts fromthe subscribers and remits them to the appropriate entity.

Aspart of our affiliation agreements with Sprint, we have contracted withSprint to provide back office services such as customer activation,handset logistics, billing, customer care and network monitoringservices. We initially elected to delegate the performance of theseservices to Sprint to take advantage of their economies of scale, toaccelerate our build-out and market launches and to lower our initialcapital requirements. We continue to contract with Sprint for theseservices today and are obligated to continue using Sprint to providethese services through December 31, 2006. The cost for these servicesis primarily on a per-subscriber or per-transaction basis and isrecorded as an operating expense.

Critical AccountingPolicies

The fundamental objective of financial reporting is toprovide useful information that allows a reader to comprehend thebusiness activities of an entity. To aid in that understanding, we have

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identified our "criticalaccounting policies." These policies have the potential tohave a more significant impact on our consolidated financialstatements, either because of the significance of the financialstatement item to which they relate or because they require judgmentand estimation due to the uncertainty involved in measuring, at aspecific point in time, events which are continuous in nature.

Allowance for doubtful accounts – Estimates are usedin determining our allowance for doubtful accounts and are based on ourhistorical collection experience, current trends, credit policy, apercentage of our accounts receivable by aging category andexpectations of future bad debts based on current collectionactivities. In determining the allowance, we consider historicalwrite-offs of our receivables as well as historical changes in ourcredit policies. We also look at current trends in the credit qualityof our customer base.

Revenue recognition – Werecord equipment revenue for the sale of handsets and accessories tocustomers in our retail stores and to local resellers in ourterritories. We do not record equipment revenue on handsets andaccessories purchased by our customers from national resellers ordirectly from Sprint. Our customers pay an activation fee when theyinitiate service. In the past, we deferred this activation fee in allcases and recorded the activation fee revenue over the estimatedaverage life of our customers which ranges from 12 to 36 monthsdepending on credit class and based on our past experience. EffectiveJuly 1, 2003, we adopted the accounting provisions of Emerging IssuesTask Force ("EITF") Abstract No. 00-21,"Accounting for Revenue Arrangements with MultipleDeliverables." Accordingly, beginning July 1, 2003, weallocate amounts charged to customers at the point of sale between thesale of handsets and other equipment and the sale of wirelesstelecommunication services in those transactions taking place indistribution channels that we directly control. Activation fees chargedin transactions outside of our directly controlled distributionchannels continue to be deferred and amortized over the average life ofthe subscriber base.

We recognize revenue from our customers asthey use the service. Additionally, we provide a reduction of recordedrevenue for billing adjustments and billing corrections.

Thecost of handsets sold generally exceeds the retail sales price, as itis common in our industry to subsidize the price of handsets forcompetitive reasons. For handsets sold through channels controlled bySprint that are activated by a subscriber in our territory, wereimburse Sprint for the amount of subsidy incurred by them inconnection with the sale of these handsets. This reimbursement paid toSprint is reflected in our selling and marketing expenses in theconsolidated statements of operations.

Accounting forgoodwill and intangible assets – In connection with ouracquisitions of Roberts, WOW and Southwest PCS in the first quarter of2001, we recorded certain intangible assets including both identifiableintangibles and goodwill. Identifiable intangibles consisted of theSprint agreements and the respective subscriber bases in place at thetime of acquisition. The intangible assets related to the Sprintagreements are being amortized on a straight line basis over theremaining original term of the underlying Sprint agreements orapproximately 17.6 years. The subscriber base intangible asset wasbeing amortized on a straight line basis over the estimated life of theacquired subscribers or approximately 3 years. The subscriber baseintangible asset became fully amortized in the first quarter of 2004.We purchased the rights to additional territory from Sprint inSeptember 2004 which resulted in the recognition of an intangible assetrelated to the rights under the Sprint agreement. This intangible assetis being amortized over the remaining original term of the relatedSprint agreement or approximately 14 years.

We adopted theprovisions of Statement of Financial Accounting Standards("SFAS") No. 142, "Goodwill andOther Intangible Assets," on January 1, 2002. SFAS No. 142primarily addresses the accounting for goodwill and intangible assetssubsequent to their initial recognition. The provisions of SFAS No. 142(i) prohibit the amortization of goodwill and indefinite-livedintangible assets, (ii) require that goodwill and indefinite-livedintangible assets be tested annually for impairment (and in interimperiods if certain events occur indicating that the carrying value ofgoodwill and indefinite-lived intangible assets may be impaired), (iii)require that reporting units be identified for the purpose of assessingpotential future impairments of goodwill and (iv) remove the forty-year

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limitation on the amortization period ofintangible assets that have finite lives. As of December 31, 2001, wehad recorded $15.9 million in accumulated amortization of goodwill.Upon the adoption of SFAS No. 142, the amortization of goodwill wasdiscontinued. In connection with our annual impairment testing relatedto goodwill as of July 31, 2002, we determined that goodwill wasimpaired and recorded an impairment charge in the third quarter of 2002to reduce the carrying value of goodwill to zero.

Long-livedasset recovery – Long-lived assets, consisting primarily ofproperty, equipment and finite-lived intangibles, comprisedapproximately 73 percent of our total assets at December 31, 2004.Changes in technology or in our intended use of these assets may causethe estimated period of use or the value of these assets to change. Inaddition, changes in general industry conditions could cause the valueof certain of these assets to change. We monitor the appropriateness ofthe estimated useful lives of these assets. Whenever events or changesin circumstances indicate that the carrying amounts of these assets maynot be recoverable, we review the respective assets for impairment. Theimpairment of goodwill recorded in 2002 and the trends in the wirelesstelecommunications industry that drove our decision to launch a debtexchange offer in September 2003 were deemed to be"triggering events" requiring impairmenttesting of our other long-lived assets under SFAS No. 144,"Accounting for the Impairment or Disposal of Long-LivedAssets." In performing this test, assets were groupedaccording to identifiable cash flow streams and the undiscounted cashflow over the life of the asset group was compared to the carryingvalue of the asset group. We determined that we had one asset groupingrelated to cash flows generated by our subscriber base, which includedall of our assets. The life of this asset group for purposes of theseimpairment tests was assumed to be ten years. No impairment wasindicated as a result of these tests. Estimates and assumptions used inboth estimating the useful life and evaluating potential impairmentissues require a significant amount of judgment.

Operatingleases – Operating leases and related leasehold improvementcosts are accounted for based on the provisions of SFAS No. 13,"Accounting for Leases." We have asignificant number of leases primarily associated with towers and otherlocations on which we install our network equipment. These leases areconsidered operating leases and the monthly rentals are expensed asincurred while any capital expenditures associated with preparing thesite for our use are capitalized and depreciated. These capitalexpenditures are depreciated over the shorter of the lease term or theeconomic life of the respective assets. Additionally, certain of theseoperating leases contain rent escalation provisions over the term ofthe respective leases. For those leases with escalation provisions, theperiodic rental expense is recorded on a straight line basis over thelease term. The lease term and the economic life of the related assetsare generally the same term.

Income taxes – Weaccount for income taxes in accordance with SFAS No. 109,"Accounting for Income Taxes." Under thismethod, we utilize an asset and liability approach to accounting forincome taxes, wherein deferred taxes are provided for book and taxbasis differences for assets and liabilities. In the event differencesexist between the book and tax basis of our assets and liabilities thatresult in deferred tax assets, an evaluation of the probability ofbeing able to realize the future benefits indicated by such assets ismade. A valuation allowance is provided for the portion of deferred taxassets for which there is sufficient uncertainty regarding our abilityto recognize the benefits of those assets in future years.

Thenet deferred tax asset was fully reserved through December 31, 2000because of uncertainty regarding our ability to recognize the benefitof the asset in future years. In connection with the acquisitions in2001, a significant deferred tax liability was recorded related tointangibles. The reversal of the timing differences which gave rise tothe deferred tax liability will allow us to benefit from the deferredtax asset. As such, the valuation allowance against the deferred taxasset was reduced in 2001 to account for the expected benefit to berealized. We continue to evaluate the likelihood of realizing thebenefits of deferred tax items. During 2003, we reinstated a valuationallowance to reflect the deferred tax assets at the amounts expected tobe realized. The valuation allowance was further increased in 2004 toreflect the deferred tax assets at the amounts expected to be realized.On a quarterly basis, we evaluate the need for and adequacy of thevaluation allowance based upon the expected realizability of ourdeferred tax assets and adjust the amount of such 

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allowance, if necessary. The factors used toassess the likelihood of realization are the latest forecast of futuretaxable income, available tax planning strategies and the futurereversal of existing taxable temporary differences.

Relianceon the timeliness and accuracy of data received from Sprint– We place significant reliance on Sprint as a serviceprovider in terms of the timeliness and accuracy of financial andstatistical data related to customers based in our service territorythat we receive on a periodic basis from Sprint. We make significantestimates in terms of cash flows, revenue, cost of service, selling andmarketing costs and the adequacy of our allowance for uncollectibleaccounts based on this data we receive from Sprint. We obtain assuranceas to the accuracy of this data through analytic review and reliance onthe service auditor report on Sprint's internal control processesprepared by Sprint's external service auditor. Inaccurate orincomplete data from Sprint could have a material adverse effect on ourresults of operations and cash flow.

Consolidated Results ofOperations

Unless otherwise indicated, amounts stated indollars in this description are in thousands.

For the yearended December 31, 2004 compared to the year ended December 31,2003

Subscriber growth and key performance indicators– We had total subscribers of approximately 915,000 atDecember 31, 2004 compared to approximately 727,000 at December 31,2003. This growth of approximately 188,000 subscribers or 26 percentcompares to 17 percent growth in 2003. The increase in the rate ofgrowth from 2003 to 2004 is due to an increase in our distributionchannels, primarily in our own Sprint retail stores and branded dealersin our territory as well as overall growth in the wirelesstelecommunications industry as compared to 2003.

Average monthlychurn for 2004 was approximately 2.3 percent compared to approximately2.7  percent for 2003. Increases in churn negatively impact ouroperations as we incur significant up front costs in acquiringcustomers.

Service Revenues – Service revenuesconsist of revenues from our subscribers and roaming and wholesalerevenue earned when subscribers from other carriers or resellers of PCSservice use our portion of the PCS network of Sprint.

Subscriberrevenue consists of payments received from our subscribers for monthlyservice under their service plans. Subscriber revenue also includesamortization of deferred activation fees and charges for the use ofvarious features, including PCS Vision, the wireless web and voiceactivated dialing. Subscriber revenues were $555,711 for the year endedDecember 31, 2004 compared to $452,396 for the year ended December 31,2003. This increase of 23 percent was primarily due to the 26 percentincrease in our subscriber base discussed above. Base ARPU (withoutroaming) remained consistent in 2004 at $57 compared to $56 in2003.

Roaming and wholesale revenue is comprised of revenue fromSprint and other PCS subscribers based outside of our territory thatroam onto our portion of the PCS network of Sprint as well as revenuefrom resellers of PCS service whose subscribers use our portion of thePCS network of Sprint.

Roaming revenue was $186,815 for the yearended December 31, 2004 compared to $146,446 for the year endedDecember 31, 2003. This increase of 28 percent was primarily due to a35 percent increase in inbound roaming minutes to 2.3 billion for theyear ended December 31, 2004 compared to 1.7 billion for the year endedDecember 31, 2003. The percentage increase in revenue was less than thepercentage increase in minutes due to declining rates from carriersother than Sprint. We have a reciprocal roaming rate arrangement withSprint pursuant to which per-minute charges for inbound and outboundroaming related to Sprint subscribers are identical. This rate has been5.8 cents per minute since January 1, 2003. The November 2003amendments to our affiliation agreements with Sprint (as amended inMarch 2004) that became effective on December 1, 2003 after thecompletion of our debt exchange, fixed our reciprocal roaming rate withSprint at 5.8 cents per minute until 

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December 31, 2006. We are currently a netreceiver of roaming with Sprint, meaning that the minute volume fromother Sprint subscribers roaming onto our network is greater than theminute volume from our subscribers roaming onto other portions of thePCS network of Sprint. The ratio of inbound to outbound Sprint roamingminutes was 1.16 to 1 for the year ended December 31, 2004. We haveexperienced a significant increase in the volume of inbound roamingtraffic from PCS providers other than Sprint. This traffic is settledat rates separately negotiated by Sprint on our behalf with the otherPCS providers and has declined in some cases during 2004 compared to2003.

Wholesale revenue was $27,415 for the year ended December31, 2004 compared to $4,326 for the year ended December 31, 2003. Thisincrease of 534 percent was due to the addition of revenue related tosubscribers of another PCS carrier with whom Sprint entered into anagreement to allow those subscribers to use the PCS network of Sprinton a wholesale basis. As a result, all minutes of use for thosesubscribers in their home areas as well as when roaming are on the PCSnetwork of Sprint.

Product sales and cost of products sold– We record revenue from the sale of handsets andaccessories, net of an allowance for returns, as product sales. Productsales revenue and costs of products sold are recorded for all productsthat are sold through our retail stores as well as those sold to ourlocal indirect agents. The cost of handsets sold generally exceeds theretail sales price as we subsidize the price of handsets forcompetitive reasons. Sprint's handset return policy allowscustomers to return their handsets for a full refund within 14 days ofpurchase. When handsets are returned to us, we may be able to reissuethe handsets to customers at little additional cost to us. However,when handsets are returned to Sprint for refurbishing, we receive acredit from Sprint, which is less than the amount we originally paidfor the handset.

Product sales revenue for 2004 was $33,159compared to $27,882 in 2003. Cost of products sold for 2004 was $76,183compared to $59,651 for 2003. As such, the subsidy on handsets soldthrough our retail and local indirect channels was $43,024 in 2004 and$31,769 in 2003. The increase in subsidies of $11,255 in 2004 isprimarily due to an increase in the number of activations through ourretail and local indirect channels of approximately 69,711. In additionto the increase in the number of activations, we also experienced anincrease in subsidies through the retail and indirect channels relatingto existing subscribers upgrading their handsets in 2004.

Cost of service and operations (excluding non-cash compensation)– Cost of service and operations includes the costs ofoperating our portion of the PCS network of Sprint. These costs includeitems such as tower leases and maintenance as well as backhaul costs,which are costs associated with transporting wireless calls across ourportion of the PCS network of Sprint to another carrier'snetwork. In addition, cost of service and operations includes outboundroaming costs, long distance charges, the fees we pay to Sprint for our8 percent affiliation fee, back office services such as billing andcustomer care as well as our provision for estimated uncollectibleaccounts. Expenses of $383,287 in 2004 were 21 percent higher than the$317,215 incurred in 2003. The increase in expenses in 2004 was due tothe increased volume of traffic carried on our network. Total minutesof use on our network were 9.3 billion minutes in 2004 compared to 6.2billion minutes in 2003 for an increase in traffic of 51 percent. Theincrease in costs was lower relative to the increase in traffic due tothe leverage we experience in spreading our fixed network operatingcosts over a larger volume of activity.

Selling andmarketing expenses (excluding non-cash compensation) –Selling and marketing expenses include advertising, promotion,sales commissions and expenses related to our distribution channelsincluding our retail store expenses. In addition, we reimburse Sprintfor the subsidy on handsets sold through national retail stores due tothe fact that these retailers purchase their handsets from Sprint. Thissubsidy is recorded as a selling and marketing expense. Total sellingand marketing expenses of $140,833 in 2004 were 25 percent higher thanthe $112,626 incurred in 2003 due to an increase in variable costsresulting from increases in gross activations in 2004 as compared to2003.

General and administrative expenses (excludingnon-cash compensation) – General and administrative expensesinclude corporate costs and expenses such as administration andfinance. General and administrative expenses of $22,762 in 2004 were 40percent higher than the $16,257 incurred in 2003. The increase in 2004has been the result of increased professional fees being driven

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by various efforts undertaken in preparingfor the reporting requirements under the Sarbanes-Oxley Act of 2002,additional legal fees incurred in defense of class action lawsuitsbrought late in 2003 and in 2004 as well as additional personnelcosts.

Depreciation and amortization –Depreciation and amortization includes depreciation of ourproperty and equipment as well as amortization of intangibles.Depreciation of our property and equipment is calculated on thestraight line method over the estimated useful lives of the underlyingassets and totaled $72,685 in 2004 as compared to $70,428 in 2003. Thisincrease of 3 percent is due to the increase in depreciable costs as aresult of our capital expenditures in 2004.

Amortization expenserelates to intangible assets recorded related to the agreements withSprint and the customer base acquired in connection with purchasetransactions. Amortization expense of $32,090 in 2004 was 20 percentless than the $40,067 in 2003. The decrease in 2004 is due to the factthat the intangible asset related to the subscriber base acquiredbecame fully amortized in the first quarter of 2004.

Impairment of property and equipment – Werecorded impairments of property and equipment of $3,730 in 2004compared to $2,243 in 2003. Impairments recorded in both periodsprimarily relate to the abandonment of certain network equipment thathad become technologically obsolete.

Non-cash compensation– Non-cash compensation expense of $386 in 2004 was 28percent less than the $536 in 2003.

Non-cash compensationexpense includes $81 and $149 in 2004 and 2003, respectively, relatedto the vesting of 200,000 and 400,000 shares, respectively, ofrestricted stock that were awarded to our officers in 2002. Non-cashcompensation expense includes $305 and $387 in 2004 and 2003,respectively, related to 37,480 and 202,554 shares of common stockgranted to members of our board of directors. The compensation expenserecorded related to these shares was based on the fair market value ofcommon stock on the date of each grant.

Operating income– Our operating income for 2004 was $71,144 compared to$12,027 for 2003. This increase in income is primarily attributable tothe leverage we are beginning to experience in spreading our fixedcosts over a larger base of subscribers and growth in inbound roamingrevenue from other PCS carriers.

Gain (loss) on derivativeinstrument – The Series B Redeemable Convertible PreferredStock that was issued in November 2003 contains an early call optionwhich allows us to repurchase the preferred stock at a premiumbeginning in the fourth year after the shares were issued. Based on theprovisions of SFAS No. 149, "Amendment of Statement 133 onDerivative Instruments and Hedging Activities," thederivative instrument related to this early call option has beenseparated from the value of the preferred stock and recorded separatelyin our consolidated balance sheet. Changes in the fair value of thisoption are reflected in earnings each period. The loss in 2004 of $305and the gain in 2003 of $2,858, represent the net change in the fairvalue of this option after taking into account the conversion of200,658 shares of preferred stock during 2004.

Loss on debtextinguishment – The loss on debt extinguishment of $13,101recorded in 2004 relates to the repayment and termination of our seniorsecured credit facility in January 2004. The loss is comprised of$12,565 in net deferred loan fees related to the terminated creditfacility plus the recognition of $536 in other comprehensive lossrelated to derivative instruments used for hedging interest rate riskon outstanding borrowings under the credit facility.

Debtexchange expenses – Debt exchange expenses recorded in 2003consist of professional fees and transaction costs associated with thedebt exchange that was completed in November 2003 that were allocatedto the new notes issued in the exchange and were expensed in accordancewith the accounting provisions of SFAS No. 15, "Accountingby Debtors and Creditors for Troubled DebtRestructurings." Because the debt exchange was considereda troubled debt restructuring under the provisions of SFAS No. 15,transaction costs associated with the granting of an equity interest tothe holders of the notes were recorded as a reduction in the fair valueof the Series B Convertible Preferred Stock issued in the debtexchange. The remaining transaction costs were expensed. We had no suchdebt exchange expenses in 2004.

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Interest and other income –Interest and other income represents amounts earned on theinvestment of excess cash including restricted cash and short terminvestments. Income of $1,474 in 2004 was 55 percent higher than the$948 earned in 2003. The increase in 2004 is primarily due to the factthat during 2004, the Board of Directors approved a change in theCompany's investment policy to extend the allowable weightedaverage maturity of investments from the 90 days allowed previously to270 days. The extension in allowable maturity allowed the Company toinvest in higher yielding short term investments.

Interestexpense – Interest expense for 2004 and 2003 includednon-cash interest of $25,723 and $37,402, respectively, related to theaccretion of senior discount notes, the amortization of debt issuancecosts and changes in the fair value of hedge instruments that do notqualify for hedge accounting treatment. The decrease in total interestexpense to $75,739 from $99,914 in 2003 is due to the decreased levelof debt after the debt exchange completed in November 2003 coupled witha lower interest rate on senior notes issued in November 2003 andJanuary 2004.

For the year ended December 31, 2003 compared tothe year ended December 31, 2002

Subscriber growth and keyperformance indicators – We had total subscribers ofapproximately 727,000 at December 31, 2003 compared to approximately622,000 at December 31, 2002. This growth of approximately 105,000subscribers or 17 percent compares to 24 percent growth in 2002. Thedecline in the rate of growth from 2002 to 2003 is due to a largersubscriber base and the fact that overall growth in the wirelesstelecommunications industry declined in 2003 as compared to 2002.

Average monthly churn for 2003 was approximately 2.7 percentcompared to approximately 3.4  percent for 2002. Average monthlychurn in 2002 was the highest we have experienced since inception dueto a significant number of involuntary deactivations of subscribers fornon-payment resulting from the significant number of sub-prime creditquality customers we and Sprint had taken on during 2001 in connectionwith the Clear Pay program. We and certain other PCS Affiliates ofSprint modified the Clear Pay program in February 2002 and began to seethe benefits of decreased involuntary deactivations in the fourthquarter of 2002 that continued into 2003.

Service Revenues– Subscriber revenues were $452,396 for the year endedDecember 31, 2003 compared to $391,927 for the year ended December 31,2002. This increase of 15 percent was primarily due to the 17 percentincrease in our subscriber base discussed above. Base ARPU (withoutroaming) decreased in 2003 to $56 compared to $58 in 2002. Thisdecrease was attributable to plans with larger buckets of minutes beingoffered in 2003 compared to 2002 as a result of the increased level ofcompetition in the marketplace resulting in lower overage revenue fromcustomers exceeding their plan minutes.

Roaming revenue was$146,446 for 2003 compared to $139,843 for 2002. This increase of5  percent was primarily due to a 55 percent increase in inboundroaming minutes to 1.7 billion for 2003 compared to 1.1 billion for2002. The percentage increase in revenue in 2003 was less than thepercentage increase in minutes due to declining rates from carriersother than Sprint. The reciprocal roaming rate with Sprint was 5.8cents per minute in both 2003 and 2002.

Wholesale revenue was$4,326 for 2003 compared to $0 for 2002. This increase was due to theaddition of revenue related to subscribers of another PCS carrier withwhom Sprint entered into an agreement to allow those subscribers to usethe PCS network of Sprint on a wholesale basis.

Productsales and cost of products sold – Product sales revenue for2003 was $27,882 compared to $23,922 for 2002. Cost of products soldfor 2003 was $59,651 compared to $50,974 for 2002. As such the subsidyon handsets sold through our retail and local indirect channels was$31,769 in 2003 and $27,052 in 2002. The increase in subsidies is dueto increased promotional efforts in terms of rebates on handsets andequipment offered in response to increased competition in themarketplace.

Cost of service and operations (excludingnon-cash compensation) – Costs of service and operations of$317,215 in 2003 were 8 percent lower than the $343,468 incurred in2002. This decrease in cost is primarily attributable to a reduction inbad debt expense in 2003 to $13,451 compared to $40,285 in

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2002 as we began to see the benefit ofreinstating deposit requirements on subscribers in certain creditcategories in the form of reduced involuntary deactivations ofsubscribers for non-payment and resulting decreases in writeoffs.

Selling and marketing expenses (excluding non-cash compensation)– Selling and marketing expenses of $112,626 in 2003 were 5percent lower than the $119,059 incurred in 2002 due to a decrease ofapproximately 25,000 total subscriber activations during 2003 ascompared to 2002.

General and administrative expenses(excluding non-cash compensation) – General andadministrative expenses of $16,257 in 2003 were 7 percent higher thanthe $15,243 incurred in 2002. The primary causes for this increase wereincreased professional fees being driven by various efforts undertakenin 2003 in beginning to prepare for the reporting requirements underthe Sarbanes-Oxley Act of 2002.

Depreciation andamortization – Depreciation expense totaled $70,428 in 2003as compared to $64,702 in 2002. This increase of 9 percent is due tothe increase in depreciable costs as a result of our capitalexpenditures in 2003.

Amortization expense of $40,067 in 2003was consistent with the $40,419 in 2002.

Impairment ofproperty and equipment – In 2003 we recordedimpairments of property and equipment totaling $2,243 primarily relatedto the abandonment of certain network equipment that had becometechnologically obsolete. In 2002 we recorded impairments of propertyand equipment totaling $1,194 primarily related to a switching facilitythat was closed and abandoned.

Non-cash compensation –Non-cash compensation expense of $149 and $29 in 2003 and 2002,respectively relates to shares of restricted stock that were awarded toour officers in 2002. Certain of our officers received a total of800,000 shares of restricted stock in 2002 at a discount to marketprice that will vest over a three-year period. Compensation expenserelated to the difference between the market price of the stock and theprice the officers paid for the stock will be recognized over thevesting period during which the restrictions lapse. Additionally, in2003 we recorded non-cash compensation of $387 related to 202,554shares of common stock granted to directors as compensation for theirdirectorship. The compensation expense recorded related to these shareswas based on the fair market value of common stock on the date of eachgrant.

Operating income (loss) – Our operatingincome for 2003 was $12,027 compared to a loss of $371,031 for 2002.This increase in income is primarily attributable to the fact that werecognized a $291,635 impairment of goodwill in 2002. The remainingimprovement is primarily attributable to the leverage we are beginningto experience in spreading our fixed costs over a larger base ofsubscribers and growth in inbound roaming revenue from other PCScarriers.

Gain on derivative instrument – Thegain of $2,858 for 2003 represents the increase in the fair value ofthe derivative associated with the early redemption option on shares ofSeries B Convertible Preferred Stock from the time the shares wereissued through December 31, 2003.

Debt exchange expenses– Debt exchange expenses recorded in 2003 of $8,694 consistof professional fees and transaction costs associated with the debtexchange that was completed in November 2003 that were allocated to thenew notes issued in the exchange and were expensed in accordance withthe accounting provisions of SFAS No. 15. We had no such debt exchangeexpenses in 2002.

Interest and other income –Interest and other income represents amounts earned on theinvestment of excess cash including restricted cash. Income of $948 in2003 was 73 percent less than the $3,459 earned in 2002 due todeclining interest rates and the fact that excess cash and investments,including restricted cash, were liquidated during 2002 and 2003 inconnection with funding our capital expenditures, cash interestpayments on senior notes and operating cash flow losses.

Interest expense – Interest expense for 2003 and 2002included non-cash interest of $37,402 and $36,773, respectively,related to the accretion of senior discount notes, the amortization ofdebt issuance costs and changes in the fair value of hedge instrumentsthat do not qualify for hedge 

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accounting treatment. The decrease in totalinterest expense to $99,914 from $102,863 in 2002 is due to thedecreased level of debt after the debt exchange completed in November2003.

Income Taxes

We account for income taxes inaccordance with SFAS No. 109 "Accounting for IncomeTaxes." As of December 31, 2000, the net deferred taxasset consisted primarily of temporary differences related to thetreatment of organizational costs, unearned compensation, interestexpense and net operating loss carry forwards. The net deferred taxasset was fully offset by a valuation allowance as of December 31, 2000because there was sufficient uncertainty as to whether we wouldrecognize the benefit of those deferred taxes in future periods. Inconnection with the acquisitions completed in 2001, we recordedsignificant deferred tax liabilities due to differences in the book andtax basis of the net assets acquired, particularly intangibleassets.

The reversal of the timing differences which gave riseto these deferred tax liabilities allowed us to realize the benefit oftiming differences which gave rise to the deferred tax asset. As aresult, we released the valuation allowance during the second quarterof 2001. Prior to 2001, all deferred tax benefit had been fully offsetby an increase in the valuation allowance such that there was nofinancial statement impact with respect to income taxes. With thereduction of the valuation allowance in 2001, we began to reflect adeferred tax benefit in our consolidated statement of operations.During 2003, we reinstated a valuation allowance to reflect thedeferred tax assets at the amounts expected to be realized. Thevaluation allowance was further increased in 2004 to reflect thedeferred tax assets at the amounts expected to be realized. On aquarterly basis, we evaluate the need for and adequacy of the valuationallowance based on the expected realizability of our deferred taxassets and adjust the amount of such allowance, if necessary. Thefactors used to assess the likelihood of realization are the latestforecast of future taxable income, available tax planning strategiesand the future reversal of existing taxable temporary differences.

Cash Flows

Operating activities – Operatingcash flows increased $74,772 in 2004 and increased $81,939 in 2003. The2004 increase is primarily due to our increased income before non-cashitems in 2004 of $66,754 coupled with working capital changes of$8,018. The 2003 increase is primarily due to our decreased loss beforenon-cash items in 2003 of $73,151 coupled with working capital changesof $8,788.

Investing activities – Our investingcash flows were negative $134,432 in 2004 compared to negative $1,256in 2003. Our cash capital expenditures for 2004 were $83,989 comparedto $38,625 in 2003 due to more cell sites built in 2004 as we expandedthe coverage of our territory in 2004. Additionally, the decrease inrestricted cash related to amounts used to make cash interest paymentson our senior notes was $1 in 2004 and $34,724 in 2003.

Ourinvesting cash flows were negative $1,256 in 2003 compared to negative$27,658 in 2002. Our cash capital expenditures for 2003 were $38,625compared to $89,476 in 2002 due to fewer cell sites built in 2003 as wecompleted the coverage of our territory in 2002. Additionally, thedecrease in restricted cash related to amounts used to make cashinterest payments on our senior notes was $34,724 in 2003 and $59,968in 2002.

Financing activities – Our financingcash flows increased in 2004 to $34,571 from negative $16,199 in 2003.In 2004, we received net proceeds from an offering of senior notes ofapproximately $242 million which were used to permanently repay $200million in borrowings outstanding under our senior secured creditfacility. We paid cash dividends on preferred stock in 2004 of $10,595and received proceeds from issuances of stock to our employee stockpurchase plan as well as exercises of stock options totaling $4,179.Our negative financing cash flows in 2003 were attributable to costsincurred in connection with a debt restructuring completed in thefourth quarter of 2003.

Our financing cash flows decreased in2003 to a negative $16,199 from $11,300 in 2002. Our financing cashflows in 2002 primarily consisted of $12,838 in borrowings under oursenior secured 

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credit facility. Our negative financing cashflows in 2003 were attributable to costs incurred in connection with adebt restructuring completed in the fourth quarter of 2003.

Liquidity and Capital Resources

Liquidity –Since inception, we have financed our operations through capitalcontributions from our owners, debt financing and proceeds generatedfrom public offerings of our common stock. The proceeds from thesetransactions have been used to fund the build-out of our portion of thePCS network of Sprint, subscriber acquisition costs and workingcapital.

While we have incurred significant net losses sinceinception and incurred negative cash flows from operating activitiesthrough 2002, we generated approximately $130 million and $55 millionof cash flows from operating activities for the years ended December31, 2004 and 2003, respectively. In November 2003, we completed a debtexchange that provided for approximately $238 million of principal debtreduction.

As of December 31, 2004, we had approximately $130million of cash on hand as well as $50 million in short terminvestments which we believe will be sufficient to fund expectedcapital expenditures and to cover our working capital and debt servicerequirements (including dividends on preferred stock) for at least thenext 12 months.

We completed the acquisition of another PCSAffiliate of Sprint in February 2005. In connection with thatacquisition, stockholders of the acquired entity will receive cashconsideration of $100  million.

Our future liquidity willbe dependent on a number of factors influencing our projections ofoperating cash flows, including those related to subscriber growth,ARPU, average monthly churn and costs to acquire subscribers. Shouldactual results differ significantly from these assumptions, ourliquidity position could be adversely affected and we could be in aposition that would require us to raise additional capital, which mayor may not be available on terms acceptable to us, if at all, and couldhave a material adverse effect on our ability to achieve our intendedbusiness objectives.

Off-Balance Sheet Arrangements

Wehave no off-balance sheet arrangements that would have a current orfuture effect on the financial condition, changes in financialcondition, revenues or expenses, results of operations, liquidity,capital expenditures or capital resources.

ContractualObligations

Our future contractual obligations related tolong-term debt, capital lease obligations, and non-cancelable operatingleases at December 31, 2004 are reflected in the tablebelow.

|                                    |  |                       |         |                  |  |                 |         |              |  |        |         |        |  |        |         |        |  |        |           |        |  |  |
|------------------------------------|--|-----------------------|---------|------------------|--|-----------------|---------|--------------|--|--------|---------|--------|--|--------|---------|--------|--|--------|-----------|--------|--|--|
|                               |  | Paymentsdue by period |
|                               |  | LessthanOne year      |         | 1 – 3Years |  | 4 –5Years |         | After 5Years |  | Total  |
| **Long-term debt (fullyaccreted)** |  | $                     | — |             |  | $               | — |         |  | $      | 490,587 |   |  | $      | 263,925 |   |  | $      | 754,512   |   |
| **Cashinterest**                   |  |                  | 63,000  |             |  |            | 238,303 |         |  |   | 106,988 |   |  |   | 23,340  |   |  |   | 431,631   |   |
| **Capitalleaseobligations**        |  |                  | 196     |             |  |            | 464     |         |  |   | 276     |   |  |   | 324     |   |  |   | 1,260     |   |
| **Operatingleases**                |  |                  | 36,049  |             |  |            | 110,870 |         |  |   | 61,779  |   |  |   | 31,670  |   |  |   | 240,368   |   |
|                               |  |                  |    |             |  |            |    |         |  |   |    |   |  |   |    |   |  |
|                               |  | $                     | 99,245  |             |  | $               | 349,637 |         |  | $      | 659,630 |   |  | $      | 319,259 |   |  | $      | 1,427,771 |   |
|                                    |

Descriptionof our Indebtedness

12% senior discount notes due2009 – In connection with the completion of our debtexchange in November 2003, we issued approximately $191 million inaggregate original issue amount of the 12% senior discountnotes. The outstanding principal amount of the 12% seniordiscount notes will accrete 

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at 12%, compounded semi-annually, toapproximately $233.3 million at July 31, 2005. Thereafter, cashinterest on the outstanding principal amount will be payablesemi-annually at 12% beginning on January 31, 2006 andcontinuing through maturity on July 31, 2009. The 12% seniordiscount notes are unsecured.

11% senior notes due2010 – In connection with the completion of our debtexchange in November 2003, we issued $250.8 million in aggregateprincipal amount of the 11% senior notes. Cash interest on theoutstanding principal amount of the 11% senior notes is payablesemiannually at 11% beginning on January 31, 2004 and continuingthrough maturity on July 31, 2010. The 11% senior notes areunsecured.

12 7/8% senior discountnotes due 2010 – As a result of our debt exchange,approximately $6.3 million in accreted principal amount of our12 7/8% senior discount notes remain outstandingat December 31, 2004. These notes will accrete to their full principalamount at maturity of $6.4 million on February 15, 2005, and thereaftercash interest on the outstanding principal amount will be payablesemiannually at 12 7/8% beginning on August 15,2005 and continuing through maturity on February 15, 2010. The12 7/8% senior discount notes are unsecured.

121⁄2% senior notes due 2011 –As a result of our debt exchange, approximately $11.6 million inaggregate principal amount of our 121⁄2% seniornotes remain outstanding. Cash interest on the outstanding principalamount of these notes is payable semiannually at121⁄2% through maturity on February 1, 2011.The 121⁄2% senior notes are unsecured.

13 5/8% senior notes due 2011 –As a result of our debt exchange, approximately $2.3 million inaggregate principal amount of our 13 5/8% seniornotes remain outstanding. Cash interest on the outstanding principalamount of these notes is payable semiannually at13 5/8% through maturity on August 15, 2011. The13 5/8% senior notes are unsecured.

81⁄2% senior notes due 2012 –In January 2004, we issued $250 million in aggregate principalamount of our 81⁄2% senior notes due 2012. Cashinterest on the outstanding principal amount of these notes is payablesemiannually at 81⁄2%, beginning on July 31,2004, through maturity on January 31, 2012. We used the proceeds fromthis issuance to repay and terminate outstanding borrowings under thesenior secured credit facility with the remainder available for generalcorporate purposes.

Inflation

We believe that inflationhas not had a significant impact in the past and is not likely to havea significant impact in the foreseeable future on our results ofoperations.

Future Trends That May Affect Operating Results,Liquidity and Capital Resources

During 2002 and 2003, weexperienced overall declining net subscriber growth compared toprevious periods. This trend was attributable to increased competitionand slowing aggregate subscriber growth in the wirelesstelecommunications industry. Although we have experienced improvementin subscriber growth in 2004, we are continuing to incur net losses aswe continue to add subscribers, which requires a significant up-frontinvestment to acquire those subscribers. If net subscriber growth doesnot continue to improve, it will lengthen the amount of time it willtake for us to reach a sufficient number of subscribers to achieveprofitability.

We may experience a higher average monthly churnrate than we are currently anticipating. Our average monthly churn for2004 was 2.3 percent compared to 2.7 percent for 2003 and 3.4 percentfor 2002. The rate of churn experienced in 2002 was the highest that wehave experienced on an annual basis since the inception of the Company.Although churn has declined over the past two years, we expect that inthe near term churn could increase as a result of the implementation ofthe FCC's WLNP mandate in all of our markets during 2004. Throughthe end of 2004, we have not experienced a material impact to churnrelated to WLNP with respect to the markets in which we operate. Ifaverage monthly churn increases over the long-term, we would lose thecash flows attributable to those customers and have greater thanprojected losses.

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We may incur significant handset subsidycosts for existing customers who upgrade to a new handset. As ourcustomer base matures and technological advances in our services takeplace, more existing customers will begin to upgrade to new handsets totake advantage of these services. We have limited historical experienceregarding the rate at which existing customers upgrade their handsetsand if more customers upgrade than we are currently anticipating, itcould have a material adverse impact on our earnings and cashflows.

We may not realize the anticipated benefits of ouracquisition of AirGate in February 2005. If we are unable toeffectively operate the territories acquired in connection with theacquisition of AirGate, our expected synergies and results ofoperations of AirGate may not be realized which could have a materialadverse impact on our earnings and cash flows.

We may not beable to access the credit or equity markets for additional capital ifthe liquidity discussed above is not sufficient for the cash needs ofour business. We continually evaluate options for additional sources ofcapital to supplement our liquidity position and maintain maximumfinancial flexibility. If the need for additional capital arises due toour actual results differing significantly from our business plan orfor any other reason, we may be unable to raise additional capital.

Recently Issued Accounting Pronouncements

In December 2004,the Financial Accounting Standards Board("FASB") issued SFAS No. 123(R),"Share-Based Payment," which is a revision ofSFAS No. 123 and supersedes APB Opinion No. 25. SFAS No. 123(R)requires all share-based payments to employees, including grants ofemployee stock options, to be valued at fair value on the date ofgrant, and to be expensed over the applicable vesting period. Pro formadisclosures of the income statement effects of share-based payments isno longer an alternative. SFAS No. 123(R) is effective for allstock-based awards granted on or after July 1, 2005. In addition,companies must also recognize compensation expense related to anyawards that are not fully vested as of July 1, 2005. Compensationexpense for the unvested awards will be measured based on the fairvalue of the awards previously calculated in developing the pro formadisclosures in accordance with the provisions of SFAS No. 123. We arecurrently assessing the impact of adopting SFAS No. 123(R) to ourconsolidated results of operations.

RISK FACTORS

RisksRelating to Our Business, Strategy and Operations

We maynot be able to sustain our planned growth or obtain sufficient revenueto achieve and sustain profitability.

During 2002 and 2003,we experienced overall declining net subscriber growth compared toperiods prior to 2002. This trend was attributable to increasedcompetition and slowing aggregate subscriber growth in the wirelesstelecommunications industry. We are currently experiencing net lossesas we continue to add subscribers, which requires a significantup-front investment to acquire those subscribers. Although weexperienced an increase in subscriber growth in 2004, if net subscribergrowth does not continue to improve or declines for an extended periodof time, it may lengthen the amount of time it will take for us toreach a sufficient number of subscribers to achieve profitability.

We may not achieve or sustain operating profitability orpositive cash flows, which may result in a drop in our stockprice.

We have a limited operating history and haveincurred significant losses to date. Our future operating profitabilityand cash flows from operating activities will depend upon many factors,including, among others, our ability to market Sprint PCS products andservices, achieve projected market penetration and manage subscriberturnover rates. We will have to dedicate a substantial portion of anyfuture cash flows from operations to make interest and principalpayments on our consolidated debt, which will reduce funds availablefor other purposes. If we do not maintain positive cash flows fromoperations, or if our operating cash flows are insufficient to coverour debt obligations in the future, we may be unable to conduct ourbusiness in an effective or competitive manner. As a result, our stockprice could fall and our stockholders could lose all or part of theirinvestment.

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If we receive less revenues or incurmore fees than we anticipate for PCS roaming from Sprint, our resultsof operations may be negatively affected.

We are paid a feefrom Sprint or a PCS Affiliate of Sprint for every minute thatSprint's or that affiliate's subscribers use our portion ofthe PCS network of Sprint. Similarly, we pay a fee to Sprint or anotherPCS Affiliate of Sprint for every minute that our subscribers use thePCS network of Sprint outside our territory. Sprint PCS subscribersbased in our territory may spend more time in other PCS coverage areasthan we anticipate, and wireless customers from outside our territorymay spend less time in our territory or may use our services less thanwe anticipate. As a result, we may receive less Sprint PCS roamingrevenue and/or have to pay more in Sprint PCS roaming fees than wecollect in Sprint PCS roaming revenue. Our ratio of inbound to outboundroaming minutes with Sprint PCS was approximately 1.16 to 1 in 2004. Weexpect this ratio to decline to approximately 1 to 1 over time.

We are a consumer business and a recession in the United Statesinvolving significantly lowered consumer spending could negativelyaffect our results of operations.

Our primary customer baseis individual consumers, and in the event that the economic downturnthat the United States and other countries have recently experiencedbecomes more pronounced or lasts longer than currently expected andspending by individual consumers drops significantly, our business maybe negatively affected.

Roaming and wholesale revenue fromsubscribers of wireless communications providers other than Sprint PCSand PCS Affiliates of Sprint may decline in the future.

Wederive a significant amount of roaming and wholesale revenue fromwireless communications providers other than Sprint and PCS Affiliatesof Sprint for permitting their subscribers to roam on or use on awholesale basis our portion of the PCS network of Sprint when they arein our territory. For the year ended December 31, 2004, approximately30% of our roaming and wholesale revenue was attributable torevenue derived from these other wireless communications providers. Wedo not have agreements directly with these providers. Instead, we relyon roaming or wholesale arrangements that Sprint has negotiated. If therates offered by Sprint are not attractive, these other wirelesscommunications providers may decide to build-out their own networks inour territory or enter into roaming arrangements with our competitorswho also already have networks in our territory. The loss of all or asignificant portion of this revenue would have a material adverseeffect on our financial condition and operating results.

Ourroaming arrangements may not be competitive with other wireless serviceproviders, which may restrict our ability to attract and retaincustomers and thus may adversely affect our operations.

Wedo not have agreements directly with other wireless service providersfor roaming coverage outside our territory. Instead, we rely on roamingarrangements that Sprint has negotiated with other wireless serviceproviders for coverage in these areas. Some risks related to thesearrangements are as  follows:

|              |                                                                                |
|--------------|--------------------------------------------------------------------------------|
| •  | thearrangements may not benefit us in the same manner that they benefitSprint; |

|              |                                                                                                                                               |
|--------------|-----------------------------------------------------------------------------------------------------------------------------------------------|
| •  | the quality of the serviceprovided by another provider during a roaming call may not approximatethe quality of the service provided bySprint; |

|              |                                                                                                                     |
|--------------|---------------------------------------------------------------------------------------------------------------------|
| •  | the price of a roaming call maynot be competitive with prices charged by other wireless companies forroaming calls; |

|              |                                                                                                                                          |
|--------------|------------------------------------------------------------------------------------------------------------------------------------------|
| •  | customers must end acall in progress and initiate a new call when leaving the PCS networkof Sprint and entering another wirelessnetwork; |

|              |                                                                                                                      |
|--------------|----------------------------------------------------------------------------------------------------------------------|
| •  | Sprint wireless customers maynot be able to use advanced PCS features from Sprint, such as PCSVision, while roaming; |

|              |                                                                                                                                  |
|--------------|----------------------------------------------------------------------------------------------------------------------------------|
| •  | Sprint or thecarriers providing the service may not be able to provide us withaccurate billing information on a timely basis;and |

44

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|              |                                                                                                                                                                                                                                                    |
|--------------|----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| •  | If Sprintwireless customers are not able to have a similar wireless experienceas when they are on the PCS network of Sprint, we may lose currentsubscribers and Sprint PCS products and services may be less attractiveto potential new customers. |

The technology that we use maybecome obsolete, which would limit our ability to compete effectivelywithin the wireless telecommunications industry.

Thewireless telecommunications industry is experiencing significanttechnological change. We employ CDMA digital technology, the digitalwireless communications technology selected by Sprint and certain othercarriers for their nationwide networks. Other carriers employ othertechnologies, such as TDMA, GSM and iDEN, for their nationwidenetworks. If another technology becomes the preferred industrystandard, we would be at a competitive disadvantage and competitivepressures may require Sprint to change its digital technology, which inturn could require us to make changes to our network at substantialcosts. We may be unable to respond to these pressures and implement newtechnology on a timely basis or at an acceptable cost.

Unauthorized use of, or interference with, our portion of thePCS network of Sprint could disrupt our service and increase ourcosts.

We may incur costs associated with the unauthorizeduse of our portion of the PCS network of Sprint, includingadministrative and capital costs associated with detecting, monitoringand reducing the incidence of fraud. Fraudulent use of our portion ofthe PCS network of Sprint may impact interconnection costs, capacitycosts, administrative costs, fraud prevention costs and payments toother carriers for fraudulent roaming. In addition, some of our bordermarkets are susceptible to uncertainties related to areas not governedby the FCC. For example, unauthorized microwave radio signals near theborder in Mexico could disrupt our service in the United States.

Potential acquisitions may require us to incur substantialadditional debt and integrate new technologies, operations andservices, which may be costly and time consuming.

We intendto continually evaluate opportunities for the acquisition of businessesthat are intended to complement or extend our existing operations. Ifwe acquire additional businesses, we may encounter difficulties thatmay be costly and time-consuming and slow our growth. For example, wemay have to:

|              |                                                                                                                                     |
|--------------|-------------------------------------------------------------------------------------------------------------------------------------|
| •  | assume and/or incursubstantial additional debt to finance the acquisitions and fund theongoing operations of the acquiredcompanies; |

|              |                                                          |
|--------------|----------------------------------------------------------|
| •  | integrate new operationswith our existing operations; or |

|              |                                                                     |
|--------------|---------------------------------------------------------------------|
| •  | divertthe attention of our management from other business concerns. |

If we lose the right to install our equipment on wireless towersor are unable to renew expiring leases for wireless towers on favorableterms or at all, our business and results of operations could beadversely impacted.

Substantially all of our base stationsare installed on leased tower facilities that are shared with one ormore other wireless service providers. In addition, a large portion ofthese leased tower sites are owned by a few tower companies. If amaster agreement with one of these tower companies were to terminate,or if one of these tower companies were unable to support the use ofits tower sites by us, we would have to find new sites or may berequired to rebuild the affected portion of our network. In addition,the concentration of our tower leases with a limited number of towercompanies could adversely affect our results of operations andfinancial condition if any of our operating subsidiaries is unable torenew its expiring leases with these tower companies either onfavorable terms or at all. If any of the tower leasing companies thatwe do business with should experience severe financial difficulties, orfile for bankruptcy protection, our ability to use our towers could beadversely affected. That, in turn, would adversely affect our revenuesand financial condition if a material number of towers wereinvolved.

45

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The loss of the officers and skilledemployees upon whom we depend to operate our business could adverselyaffect our results of operations.

Our business is managedby a small number of executive officers. We believe that our futuresuccess will depend in part on our continued ability to retain theseexecutive officers and to attract and retain other highly qualifiedtechnical and management personnel. We may not be successful inretaining key personnel or in attracting and retaining other highlyqualified technical and management personnel. The loss of the officersand skilled employees upon whom we depend to operate our business couldadversely affect our results of operations.

Risks Related toAcquisitions

We may fail to realize the anticipatedbenefits of the acquisition of AirGate completed in 2005.

The success of our merger with AirGate will depend, in part, on ourability to realize the anticipated growth opportunities, economies ofscale and other benefits from combining our business withAirGate's business. To realize the anticipated benefits of thiscombination, our management team must develop strategies and implementa business plan that will:

|              |                                                                   |
|--------------|-------------------------------------------------------------------|
| •  | effectivelymanage the networks and markets of AirGate andAlamosa; |

|              |                                                                                  |
|--------------|----------------------------------------------------------------------------------|
| •  | effectively manage themarketing and sales of the services of AirGate andAlamosa; |

|              |                                                                                                                                                                                |
|--------------|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| •  | successfully retain andattract key employees of the combined company, including management,during a period of transition and in light of the competitiveemployment market; and |

|              |                                                                                                           |
|--------------|-----------------------------------------------------------------------------------------------------------|
| •  | maintainadequate focus on existing businesses and operations while working tointegrate the two companies. |

If we do not realize economies ofscale and other anticipated benefits as a result of the merger, thevalue of our common stock may decline.

Risks Related to theRelationship with Sprint

Our ability to conduct ourbusiness would be severely restricted if Sprint PCS terminates ouraffiliation agreements with it.

Our relationship withSprint is governed by our affiliation agreements with Sprint. Since wedo not own any licenses to operate a wireless network, our businessdepends on the continued effectiveness of these affiliation agreements.However, Sprint may be able to terminate our affiliation agreementswith it if we materially breach the terms of the agreements. Theseterms include operational and network requirements that are extremelytechnical and detailed and apply to each retail store, cell site andswitch site. Many of these operational and network requirements can bechanged by Sprint, in certain cases, with little notice. As a result,we may not always be in compliance with all requirements of ouraffiliation agreements with Sprint. Sprint conducts periodic audits ofcompliance with various aspects of its program guidelines andidentifies issues it believes need to be addressed. There may besubstantial costs associated with remedying any non-compliance, andsuch costs may adversely affect our operating results and cash flows.If Sprint terminates or fails to renew our affiliation agreements orfails to perform its obligations under those agreements, our ability toconduct business would be severely restricted.

If wematerially breach our affiliation agreements with Sprint, Sprint mayhave the right to purchase our operating assets at a discount to marketvalue.

Our affiliation agreements with Sprint require thatwe provide network coverage to a minimum network coverage area withinspecified time frames and that we meet and maintain Sprint'stechnical and customer service requirements. We believe we are incompliance with our network build-out requirements and Sprint'sother program requirements. A failure by us to meet any expandedbuild-out requirements for any one of the individual markets in ourterritory, or a failure to complete 

46

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our current network build-out requirementsaccording to our expected time frame, or to meet Sprint'stechnical or customer service requirements contained in the affiliationagreements would constitute a material breach of the agreements, whichcould lead to their termination by Sprint. We may amend our affiliationagreements with Sprint in the future to expand our network coverage.Our affiliation agreements with Sprint provide that upon the occurrenceof an event of termination caused by our breach of such agreements,Sprint has the right to, among other things, purchase our operatingassets and for a price equal to 72% of our "entirebusiness value." See "Business—OurAffiliation Agreements with Sprint" for a description ofhow we calculate our entire business value.

Sprint may makedecisions that could increase our expenses and/or our capitalexpenditure requirements, reduce our revenues or make our affiliaterelationships with Sprint less advantageous than expected.

Under our affiliation agreements with Sprint, Sprint has asubstantial amount of control over factors that significantly affectthe conduct of our business. Accordingly, up to newly establishedlimits set forth in the amendments to our affiliation agreements withSprint executed in 2003 and 2004, Sprint may make decisions thatadversely affect our business, such as thefollowing:

|              |                                                                                                                                                                                                                 |
|--------------|-----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| •  | Sprint prices its nationalcalling plans based on its own objectives and could set price levels orchange other characteristics of its plans in a way that may not beeconomically sufficient for our business;and |

|              |                                                                                                                                                                                                                                                                                      |
|--------------|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| •  | Sprint may alter its network andtechnical requirements or request that we build-out additional areaswithin our territory, which could result in increased equipment andbuild-out costs or in Sprint building out that area itself or assigningit to another PCS Affiliate of Sprint. |

Certain provisions ofour affiliation agreements with Sprint may diminish our value andrestrict the sale of our business.

Under specificcircumstances, Sprint may purchase our operating assets or capitalstock at a discount. In addition, Sprint must consent to anytransaction pursuant to which Alamosa Holdings is no longer the"ultimate parent" of any of our operatingsubsidiaries party to the affiliation agreements with Sprint and mustconsent to any assignment by us of our affiliation agreements with it.Sprint also has a right of first refusal if we decide to sell ouroperating assets to a third party. We are also subject to a number ofrestrictions on the transfer of our business, including a prohibitionon the sale of our operating assets to competitors of Sprint. Theserestrictions and other restrictions contained in our affiliationagreements with Sprint, restrict our ability to sell our business, mayreduce the value a buyer would be willing to pay for our business andmay reduce our "entire business value."

Problems experienced by Sprint with its internal support systemscould lead to customer dissatisfaction or increase our costs.

We rely on Sprint's internal support systems, includingcustomer care, billing and back office support. As Sprint has expanded,its internal support systems have been subject to increased demand and,in some cases, suffered a degradation in service. We cannot assure youthat Sprint will be able to successfully add system capacity or thatits internal support systems will be adequate. It is likely thatproblems with Sprint's internal support systems couldcause:

|              |                                                  |
|--------------|--------------------------------------------------|
| •  | delays or problems in ouroperations or services; |

|              |                                                                             |
|--------------|-----------------------------------------------------------------------------|
| •  | delays ordifficulty in gaining access to customer and financialinformation; |

|              |                         |
|--------------|-------------------------|
| •  | a loss of customers;and |

|              |                                                                                                                                                       |
|--------------|-------------------------------------------------------------------------------------------------------------------------------------------------------|
| •  | an increase in the costs ofcustomer care, billing and back office services after the expiration ofour contractually fixed rates on December 31, 2006. |

ShouldSprint fail to deliver timely and accurate information, this may leadto adverse short-term decisions and inaccurate assumptions in ourbusiness plan. It could also adversely affect our cash flow becauseSprint collects our receivables and sends us a net amount that is basedon the financial information it produces for us.

47

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Our costs for internal supportsystems may increase if Sprint terminates all or part of our servicesagreements with it.

The costs for the services provided bySprint under our service agreements with Sprint related to billing,customer care and other back-office functions for the year endedDecember 31, 2004 was approximately $70 million. Since we incur thesecosts on a per subscriber basis, we expect the aggregate costs for suchservices to increase as the number of our subscribers increases. Sprintmay terminate any service provided under such agreements upon ninemonths prior written notice, but if we would like to continue receivingsuch service, Sprint has agreed that it will assist us in developingthat function internally or locating a third-party vendor that willprovide that service. Although Sprint has agreed in such an event toreimburse us for expenses we incur in transitioning to any serviceinternally or to a third-party, if Sprint terminates a service forwhich we have not developed or are unable to develop a cost-effectivealternative, our operating costs may increase beyond our expectationsand our operations may be interrupted or restricted. We do notcurrently have a contingency plan if Sprint terminates a service wecurrently receive from it.

If Sprint does not maintaincontrol over its licensed spectrum, the affiliation agreements withSprint may be terminated.

Sprint, not us, owns the licensesnecessary to provide wireless services in our territory. The FCCrequires that licensees like Sprint maintain control of their licensedsystems and not delegate control to third party operators or managerswithout the FCC's consent. Our affiliation agreements with Sprintreflect an arrangement that the parties believe meets the FCCrequirements for licensee control of licensed spectrum. However, if theFCC were to determine that any of our affiliation agreements withSprint needs to be modified to increase the level of licensee control,we have agreed with Sprint to use our best efforts to modify theagreements to comply with applicable law. If we cannot agree withSprint to modify the agreements, those agreements may be terminated. Ifthe agreements are terminated, we would no longer be a part of the PCSnetwork of Sprint and we would not be able to conduct our business.

The FCC may fail to renew the Sprint wireless licenses undercertain circumstances, which would prevent us from providing wirelessservices.

Sprint's wireless licenses are subject torenewal and revocation by the FCC. The Sprint wireless licenses in ourterritory will expire in 2005 or 2007 but may be renewed for additionalten-year terms. The FCC has adopted specific standards that apply towireless personal communications services license renewals. Any failureby Sprint or us to comply with these standards could result in thenonrenewal of the Sprint licenses for our territory. Additionally, ifSprint does not demonstrate to the FCC that Sprint has met theconstruction requirements for each of its wireless personalcommunications services licenses, it can lose those licenses. If Sprintloses its licenses in our territory for any of these reasons, we andour subsidiaries would not be able to provide wireless services withoutobtaining rights to other licenses. If Sprint loses its licenses inanother territory, Sprint or the applicable PCS Affiliate of Sprintwould not be able to provide wireless services without obtaining rightsto other licenses and our ability to offer nationwide calling planswould be diminished and the cost of providing these plans couldincrease significantly.

We rely on Sprint for a substantialamount of our financial information. If that information is notaccurate, the investment community could lose confidence inus.

Under our affiliation agreements with Sprint, Sprintperforms our billing, manages our accounts receivable and provides asubstantial amount of financial data that impact our accounts. We usethat information to record our financial results and to prepare ourfinancial statements. If we later find errors in that information, wemay be required to restate our financial statements. If that occurswith respect to us or any other PCS Affiliate of Sprint, investors andsecurities analysts may lose confidence in us.

If Sprintdoes not succeed, our business may not succeed.

If Sprinthas a significant disruption to its business plan or network, fails tooperate its business in an efficient manner, or suffers a weakening ofits brand name, our operations and profitability would 

48

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likely be negatively impacted. If Sprintshould have significant financial problems, including bankruptcy, ourbusiness would suffer material adverse consequences, which couldinclude termination or revision of our affiliation agreements withSprint. We currently have no reason to believe that Sprint will havesignificant financial problems, including bankruptcy.

Ifother PCS Affiliates of Sprint have financial difficulties, the PCSnetwork of Sprint could be disrupted.

The national PCSnetwork of Sprint is a combination of networks. The large metropolitanareas are owned and operated by Sprint, and the areas in between themare operated by PCS Affiliates of Sprint, all of which are independentcompanies like us. We believe that most, if not all, of these companieshave incurred substantial debt to pay the large cost of building outtheir networks. If other PCS Affiliates of Sprint experience financialdifficulties, the PCS network of Sprint could be disrupted in theterritories of those PCS Affiliates of Sprint. Material disruptions inthe PCS network of Sprint could have a material adverse effect on ourability to attract and retain subscribers. If the affiliationagreements of those PCS Affiliates of Sprint are like ours, Sprintwould have the right to step in and operate the affected territory.However, this right could be delayed or hindered by legal proceedings,including any bankruptcy proceeding related to the affected PCSAffiliate of Sprint. Certain PCS Affiliates of Sprint have declaredbankruptcy, some alleging that Sprint violated its agreements with thePCS Affiliate, and others have experienced financial difficulties. Ineach case, we believe that there has been no material disruption of thePCS network of Sprint to date.

We may have difficulty inobtaining an adequate supply of certain handsets from Sprint, whichcould adversely affect our results of operations.

We dependon our relationship with Sprint to obtain handsets and other wirelessdevices. Sprint orders handsets and other wireless devices from variousmanufacturers. We could have difficulty obtaining specific types ofhandsets in a timely manner if:

|              |                                                                                                                                                                                                            |
|--------------|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| •  | Sprintdoes not adequately project the need for handsets for itself, its PCSAffiliates and its other third party distribution channels,particularly in transition to new technologies such as 3Gtechnology; |

|              |                                                        |
|--------------|--------------------------------------------------------|
| •  | Sprint gives preference toother distribution channels; |

|              |                                                                             |
|--------------|-----------------------------------------------------------------------------|
| •  | We do notadequately project our need for handsets or other wirelessdevices; |

|              |                                                                                                                       |
|--------------|-----------------------------------------------------------------------------------------------------------------------|
| •  | Sprint modifies its handsetlogistics and delivery plan in a manner that restricts or delays ouraccess to handsets; or |

|              |                                                                                                |
|--------------|------------------------------------------------------------------------------------------------|
| •  | There is anadverse development in the relationship between Sprint and itssuppliers or vendors. |

The occurrence of any of the foregoingcould disrupt our customer service and/or result in a decrease in oursubscribers, which could adversely affect our results ofoperations.

The recently announced merger of Sprint andNextel Communications, Inc. could have an impact on our affiliationagreements with Sprint.

On December 15, 2004, SprintCorporation and Nextel Communications, Inc. announced that their boardsof directors unanimously approved a definitive agreement for a mergerof equals. Nextel Communications currently operates a wireless mobilitycommunications network in certain territories in which we and AirGatealso provide digital wireless mobility communications network servicesunder the Sprint or affiliated brands.

We and Sprint have hadonly very preliminary communications regarding the potential impact onus of the pending Sprint-Nextel transaction. We believe that, based oncurrently available information, and assuming that no changes areeffected with respect to Sprint's agreements with us and AirGate,Sprint could be in violation of the exclusivity provisions ofAirGate's agreements with Sprint upon completion of theSprint-Nextel transaction and Sprint could be in violation of theexclusivity provisions of our agreements with Sprint at some pointfollowing completion of the Sprint-Nextel transaction.

49

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Sprint's agreements with us andAirGate provide for specific remedies in the event of a materialviolation by Sprint of such agreements if not cured within anapplicable time period. Neither we nor any of our executives have madeany definitive determination as to the impact on the value to us or ourbusiness of any of such remedies or whether any such remedy would bemore or less favorable to us or our shareholders than are our existingarrangements with Sprint or any possible renegotiated arrangements withSprint.

We are committed to working with Sprint to reachmutually agreeable arrangements with respect to these matters. However,there can be no assurances that we and Sprint will be able to reachmutually acceptable arrangements or as to the terms of any sucharrangements or the likely impact on us of any such arrangement.

Risks Related to Our Indebtedness

Our substantialleverage could adversely affect our financial health.

Weare highly leveraged. As of December 31, 2004, our total outstandingdebt, including capital lease obligations and excluding unusedcommitments made by lenders, was approximately $740 million. Inaddition, we had 478,987 shares of mandatorily redeemable preferredstock outstanding with a liquidation preference of $250 per share or$120 million in the aggregate that would be required to be redeemed byus on July 31, 2013 assuming the shares were not converted into commonstock prior to that date. As of December 31, 2004, such indebtednessand preferred stock redemption obligations represent approximately85% of our total capitalization, which includes totaloutstanding debt, mandatorily redeemable preferred stock andstockholders' equity as presented in our consolidated balancesheet at December 31, 2004. The indentures governing our existingsenior notes permit us and our subsidiaries to incur additionalindebtedness subject to certain limitations. Our substantialindebtedness could adversely affect our financial health by, amongother things:

|              |                                                            |
|--------------|------------------------------------------------------------|
| •  | increasing ourvulnerability to adverse economicconditions; |

|              |                                                                                                                |
|--------------|----------------------------------------------------------------------------------------------------------------|
| •  | limiting our ability toobtain any additional financing we may need to operate, develop andexpand our business; |

|              |                                                                                                                                                                                           |
|--------------|-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| •  | requiring us todedicate a substantial portion of any cash flows from operations toservice our debt, which reduces the funds available for operations andfuture business opportunities;and |

|              |                                                                                                                                          |
|--------------|------------------------------------------------------------------------------------------------------------------------------------------|
| •  | potentially making us more highlyleveraged than our competitors, which could potentially decrease ourability to compete in our industry. |

The ability to make paymentson our debt will depend upon our future operating performance, which issubject to general economic and competitive conditions and tofinancial, business and other factors, many of which we cannot control.If the cash flows from our operating activities is insufficient toservice our debt obligations, we may take actions, such as delaying orreducing capital expenditures, attempting to restructure or refinanceour debt, selling assets or operations or seeking additional equitycapital.

The terms of our debt place restrictions on us andour subsidiaries, which may limit our operating flexibility.

The indentures governing our senior notes impose material operatingand financial restrictions on us and our subsidiaries. Theserestrictions, subject in certain cases to ordinary course of businessand other exceptions, may limit our ability and the ability of oursubsidiaries to engage in some transactions, including thefollowing:

|              |                                                                                                               |
|--------------|---------------------------------------------------------------------------------------------------------------|
| •  | incurring additional debt orin the case of our guarantor subsidiaries, issuing capital stock to athird party; |

|              |                                                                                             |
|--------------|---------------------------------------------------------------------------------------------|
| •  | paying dividends,redeeming capital stock or making other restricted payments orinvestments; |

|              |                          |
|--------------|--------------------------|
| •  | creating liens onassets; |

|              |                                               |
|--------------|-----------------------------------------------|
| •  | merging, consolidating ordisposing of assets; |

50

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|              |                               |
|--------------|-------------------------------|
| •  | repurchasingour common stock; |

|              |                                            |
|--------------|--------------------------------------------|
| •  | entering intotransactions with affiliates; |

|              |                                                                                                                                                                              |
|--------------|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| •  | placingrestrictions on the ability of guarantor subsidiaries to pay dividendsor make other payments to Alamosa Delaware, which is the issuer of ourpublicly traded debt; and |

|              |                            |
|--------------|----------------------------|
| •  | changinglines of business. |

These restrictions could limit our ability toobtain debt financing, repurchase stock, refinance or pay principal orinterest on our outstanding debt, complete acquisitions for cash ordebt, or react to changes in our operating environment. Any future debtthat we incur may contain similar or more restrictive covenants.

Risks Related to Our Common Stock

Future sales or thepossibility of future sales of a substantial amount of our common stockmay depress the market price of our common stock.

Futuresales of substantial amounts of shares of our common stock in thepublic market could adversely affect prevailing market prices and themarket price of our common stock and could impair our ability to raisecapital through future sales of our equity securities. Currently wehave approximately 115 million shares of common stock issued andoutstanding. We have in the past issued shares of our common stock inconnection with acquisitions and may issue shares of our common stockfrom time to time as consideration for future acquisitions andinvestments. In the event any such acquisition or investment issignificant, the number of shares that we may issue may in turn besignificant. In addition, we may also grant registration rightscovering those shares in connection with any such acquisitions andinvestments.

In connection with the debt exchange completed inNovember 2003, we issued 679,495 shares of Series B ConvertiblePreferred Stock to noteholders who tendered their notes in theexchange. The Series B Convertible Preferred Stock is convertible intoapproximately 50 million shares of common stock at the option of theholder. These preferred shares can be converted at any time prior toJuly  31, 2013 at which point we will be required to redeem alloutstanding shares of Series B Convertible Preferred stock for $250 pershare. Shares of common stock issued in connection with the conversionof the Series B Convertible Preferred Stock could adversely affect themarket price of our common stock.

Our certificate ofincorporation and bylaws include provisions that may discourage achange of control transaction or make removal of members of the boardof directors more difficult.

Some provisions of ourcertificate of incorporation and bylaws could have the effect ofdelaying, discouraging or preventing a change in control of us ormaking removal of members of the Board of Directors more difficult.These provisions include thefollowing:

|              |                                                                     |
|--------------|---------------------------------------------------------------------|
| •  | a classified board, witheach board member serving a three-yearterm; |

|              |                                                             |
|--------------|-------------------------------------------------------------|
| •  | no authorization for stockholdersto call a special meeting; |

|              |                                                             |
|--------------|-------------------------------------------------------------|
| •  | no abilityof stockholders to remove directors withoutcause; |

|              |                                                              |
|--------------|--------------------------------------------------------------|
| •  | prohibition of action by writtenconsent of stockholders; and |

|              |                                                                          |
|--------------|--------------------------------------------------------------------------|
| •  | advancenotice for nomination of directors and for stockholder proposals. |

These provisions, among others, may have the effect of discouraginga third party from making a tender offer or otherwise attempting toobtain control of us, even though a change in ownership might beeconomically beneficial to us and our stockholders.

Theprice of our common stock may be volatile, and this may adverselyaffect our stockholders.

The market price oftelecommunications and technology stocks recently have experiencedvolatility. The market price of our common stock is likely to be highlyvolatile and could be subject to wide fluctuations in response tofactors such as the following, some of which are beyond ourcontrol:

51

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|              |                                              |
|--------------|----------------------------------------------|
| •  | quarterlyvariations in our operatingresults; |

|              |                                                                                       |
|--------------|---------------------------------------------------------------------------------------|
| •  | operating results that varyfrom the expectations of securities analysts andinvestors; |

|              |                                                                                                                                  |
|--------------|----------------------------------------------------------------------------------------------------------------------------------|
| •  | changes in expectations asto our future financial performance, including financial estimates bysecurities analysts andinvestors; |

|              |                                         |
|--------------|-----------------------------------------|
| •  | changes in our relationshipwith Sprint; |

|              |                                 |
|--------------|---------------------------------|
| •  | changes in laws andregulations; |

|              |                                                                               |
|--------------|-------------------------------------------------------------------------------|
| •  | announcements by thirdparties of significant claims or proceedings againstus; |

|              |                                                                                                                          |
|--------------|--------------------------------------------------------------------------------------------------------------------------|
| •  | changes in market valuations oftelecommunications and other PCS companies, including Sprint and PCSAffiliates of Sprint; |

|              |                                                                                    |
|--------------|------------------------------------------------------------------------------------|
| •  | announcements oftechnological innovations or new services by us or ourcompetitors; |

|              |                                                                                                                                            |
|--------------|--------------------------------------------------------------------------------------------------------------------------------------------|
| •  | announcements by us or ourcompetitors of significant contracts, acquisitions, strategicpartnerships, joint ventures or capitalcommitments; |

|              |                                                                                                                                                                                   |
|--------------|-----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| •  | announcements by Sprintconcerning developments or changes in its business, financial conditionor results of operations, or in its expectations as to future financialperformance; |

|              |                                                               |
|--------------|---------------------------------------------------------------|
| •  | actual or potentialdefaults by us under any of ouragreements; |

|              |                                                                                                                                                                           |
|--------------|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| •  | actual or potentialdefaults in bank covenants by Sprint or PCS Affiliates of Sprint, whichmay result in a perception that we are unable to comply with our bankcovenants; |

|              |                                                                                                                                                                                                                                                      |
|--------------|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| •  | changes in results ofoperations, market valuations and investor perceptions of Sprint, PCSAffiliates of Sprint or of other companies in the telecommunicationsindustry in general and the wireless industry in particular, includingour competitors; |

|              |                                          |
|--------------|------------------------------------------|
| •  | additions ordepartures of key personnel; |

|              |                                                                                                                                |
|--------------|--------------------------------------------------------------------------------------------------------------------------------|
| •  | release oftransfer restrictions on our outstanding shares of common stock orsales of additional shares of our common stock;and |

|              |                                                    |
|--------------|----------------------------------------------------|
| •  | general stock market price andvolume fluctuations. |

Risks Related to the Wireless PersonalCommunications Services Industry

We may continue toexperience a high rate of subscriber turnover, which would adverselyaffect our financial performance.

The wireless personalcommunications services industry in general, and Sprint and its PCSAffiliates in particular, have experienced a higher rate of subscriberturnover, commonly known as churn. We believe this higher churn ratehas resulted from Sprint's programs for marketing its services tosub-prime credit quality subscribers, Sprint's relatively lessestablished subscriber base and Sprint's focus on addingsubscribers from the consumer segment of industry rather than businesssubscribers.

Due to, among other things, significant competitionin our industry and general economic conditions, our future churn ratemay be higher than our historical rate. Factors that may contribute tohigher churn include:

|              |                                                                                                                                                                                           |
|--------------|-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| •  | inability orunwillingness of subscribers to pay, which results in involuntarydeactivations, which accounted for approximately 34% of ourdeactivations in the year ended December 31,2004; |

|              |                                                                                                                                                                                                                                                                       |
|--------------|-----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| •  | subscriber mix and credit class,particularly sub-prime credit subscribers, which accounted forapproximately 36% of our gross subscriber additions for the yearended December 31, 2004 and account for approximately 25% of oursubscriber base as of December 31,2004; |

|              |                                                                                                                                                                                          |
|--------------|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| •  | the number of Sprint PCSsubscribers based in our territory that receive our services under acontract, consisting of approximately 87% of Sprint PCSsubscribers based in our territory as |

52

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|        |                                                                                                                                                      |
|--------|------------------------------------------------------------------------------------------------------------------------------------------------------|
|   | of December 31, 2004; of these subscribersunder contracts, approximately 91% were under contracts withoriginal contract terms of two years orlonger; |

|              |                                                                      |
|--------------|----------------------------------------------------------------------|
| •  | the attractiveness of ourcompetitors' products, services andpricing; |

|              |                                                             |
|--------------|-------------------------------------------------------------|
| •  | network performance andcoverage relative to ourcompetitors; |

|              |                  |
|--------------|------------------|
| •  | customerservice; |

|              |                                                     |
|--------------|-----------------------------------------------------|
| •  | any increased prices forservices in the future; and |

|              |                                                                                                    |
|--------------|----------------------------------------------------------------------------------------------------|
| •  | any futurechanges by us in the products and services we offer, especially to theClear Pay program. |

An additional factor that may contribute to ahigher churn rate is the implementation of the FCC's WLNPrequirement. The FCC regulations relating to WLNP enable wirelesssubscribers to keep their telephone numbers when switching to anothercarrier. As of May 24, 2004, all covered CMRS providers, includingbroadband PCS, cellular and certain SMR licensees, must allow customersto retain, subject to certain geographic limitations, their existingtelephone number when switching from one telecommunications carrier toanother. The overall impact of this mandate is uncertain. We anticipatethat the WLNP mandate will impose increased operating costs on all CMRSproviders, including us, and may result in higher churn rates andsubscriber acquisition and retention costs.

A high rate ofsubscriber turnover could adversely affect our competitive position,liquidity, financial position, results of operations and our costs of,or losses incurred in, obtaining new subscribers, especially because wesubsidize some of the costs of initial purchases of handsets bysubscribers.

Regulation by government agencies and taxingauthorities may increase our costs of providing service or require usto change our services.

Our operations and those of Sprintmay be subject to varying degrees of regulation by the FCC, the FederalTrade Commission, the Federal Aviation Administration, theEnvironmental Protection Agency, the Occupational Safety and HealthAdministration and state and local regulatory agencies and legislativebodies. Adverse decisions or regulations of these regulatory bodiescould negatively impact Sprint's operations and our costs ofdoing business. For example, changes in tax laws or the interpretationof existing tax laws by state and local authorities could subject us toincreased income, sales, gross receipts or other tax costs or requireus to alter the structure of our current relationship with Sprint.

Concerns over health risks posed by the use of wireless handsetsmay reduce the consumer demand for our services.

Mediareports have suggested that radio frequency emissions from wirelesshandsets may:

|              |                                                                                                 |
|--------------|-------------------------------------------------------------------------------------------------|
| •  | be linked to varioushealth problems resulting from continued or excessive use, includingcancer; |

|              |                                                                                             |
|--------------|---------------------------------------------------------------------------------------------|
| •  | interfere with variouselectronic medical devices, including hearing aids and pacemakers;and |

|              |                                                      |
|--------------|------------------------------------------------------|
| •  | cause explosions if used whilefueling an automobile. |

Widespread concerns over radio frequencyemissions may expose us to potential litigation, discourage the use ofwireless handsets or result in additional regulation imposingrestrictions or increasing requirements on the location and operationof cell sites or the use or design of wireless handsets. Any resultingdecrease in demand for these services or increase in the cost ofcomplying with additional regulations could impair our ability toprofitably operate our business.

Significant competition inthe wireless communications services industry may result in ourcompetitors offering new services or lower prices, which could preventus from operating profitably and may cause prices for our services tocontinue to decline in the future.

Competition in thewireless telecommunications industry is intense. Competition hascaused, and we anticipate that competition will continue to cause themarket prices for two-way wireless products 

53

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and services to decline. Our ability tocompete will depend, in part, on our ability to anticipate and respondto various competitive factors affecting the wirelesstelecommunications industry. While we try to maintain and grow ourARPU, we cannot assure you that we will be able to do so. If prices forour services continue to decline, it could adversely affect our abilityto grow revenue, which would have a material adverse effect on ourfinancial condition and our results of operations.

Ourdependence on Sprint to develop competitive products and services andthe requirement that we obtain Sprint's consent for oursubsidiaries to sell non-Sprint approved equipment may limit ourability to keep pace with our competitors on the introduction of newproducts, services and equipment. Some of our competitors are largerthan us, possess greater resources and more extensive coverage areas,and may market other services, such as landline telephone service,cable television and Internet access, along with their wirelesscommunications services. In addition, we may be at a competitivedisadvantage since we may be more highly leveraged than some of ourcompetitors.

Market saturation could limit or decrease ourrate of new subscriber additions.

Intense competition inthe wireless communications industry could cause prices for wirelessproducts and services to continue to decline. If prices drop, then ourrate of net subscriber additions will take on greater significance inimproving our financial condition and results of operations. However,as our and our competitors' penetration rates in our marketsincrease over time, our rate of adding net subscribers could decrease.If this decrease were to happen, it could materially adversely affectour liquidity, financial condition and results of operations.

Alternative technologies and current uncertainties in thewireless market may reduce demand for PCS products andservices.

The wireless communications industry isexperiencing significant technological change, as evidenced by theincreasing pace of digital upgrades in existing analog wirelesssystems, evolving industry standards, ongoing improvements in thecapacity and quality of digital technology, shorter development cyclesfor new products and enhancements and changes in end-user requirementsand preferences. Technological advances and industry changes couldcause the technology used on our network to become obsolete. We rely onSprint for research and development efforts with respect to Sprint PCSproducts and services and with respect to the technology used on ourportion of the PCS network of Sprint. Sprint may not be able to respondto such changes and implement new technology on a timely basis, or atan acceptable cost.

If Sprint is unable to keep pace with thesetechnological changes or changes in the wireless communications market,the technology used on our network or our business strategy may becomeobsolete. In addition, other carriers are in the process of completing,or have completed, upgrades to 1xRTT, or other 3G technologies. 3Gtechnology provides high-speed, always-on Internet connectivity andhigh-quality video and audio.

We also face competition frompaging, dispatch and conventional mobile radio operations, enhancedspecialized mobile radio, called ESMR, and mobile satellite service. Inaddition, future FCC regulation or Congressional legislation may createadditional spectrum allocations that would have the effect of addingnew entrants (and thus additional competitors) into the mobiletelecommunications market.

Regulation by government orpotential litigation relating to the use of wireless phones whiledriving could adversely affect our results of operations.

Some studies have indicated that some aspects of using wirelessphones while driving may impair drivers' attention in certaincircumstances, making accidents more likely. These concerns could leadto litigation relating to accidents, deaths or serious bodily injuries,or to new restrictions or regulations on wireless phone use, any ofwhich also could have material adverse effects on our results ofoperations. A number of U.S. states and local governments areconsidering or have recently enacted legislation that would restrict orprohibit the use of a wireless handset while driving a vehicle or,alternatively, require the use of a hands-free telephone. Legislationand new restrictions or government regulations that restrict orprohibit wireless phone use could have a material adverse effect on ourresults of operations.

54

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ITEM7A.    QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKETRISK.

We do not engage in commodity futures tradingactivities and do not enter into derivative financial instrumenttransactions for trading or other speculative purposes. We also do notengage in transactions in foreign currencies that could expose us tomarket risk.

We have been subject to some interest raterisk on our senior secured borrowings and could be subject to interestrate risk on any future floating rate financing.

General hedging policies – We have enteredinto interest rate swap and collar agreements to manage our exposure tointerest rate changes in the past. We seek to minimize counterpartycredit risk through stringent credit approval and review processes, theselection of only the most creditworthy counterparties, continualreview and monitoring of all counterparties and through legal review ofcontracts. We also control exposure to market risk by regularlymonitoring changes in interest rate positions under normal and stressconditions to ensure that they do not exceed established limits. Ourderivative transactions are used for hedging purposes only and complywith board-approved policies. Senior management receives frequentstatus updates of all outstanding derivative positions.

Interest rate risk management – Our interestrate risk management program focuses on minimizing exposure to interestrate movements, setting an optimal mixture of floating- and fixed-ratedebt. We utilized interest rate swaps and collars to adjust our riskprofile relative to any floating rate debt. We have no floating ratedebt outstanding at December 31, 2004.

The followingtable presents the estimated future outstanding long-term debt at theend of each year and future required annual principal payments for eachyear then ended associated with the senior discount notes, senior notesand capital leases based on our projected level of long-termindebtedness:

|                                  |  |                         |         |         |  |        |         |         |  |        |         |            |  |        |         |         |  |        |         |         |  |        |         |         |  |  |
|----------------------------------|--|-------------------------|---------|---------|--|--------|---------|---------|--|--------|---------|------------|--|--------|---------|---------|--|--------|---------|---------|--|--------|---------|---------|--|--|
|                             |  | YearsEnding December31, |         |
|                             |  | 2005                    |         | 2006    |  | 2007   |         | 2008    |  | 2009   |         | Thereafter |
|                             |  | (Dollars InMillions)    |         |
| Fixed RateInstruments            |  |
| 12 7/8%senior discountnotes      |  |                    |    |    |  |   |    |    |  |   |    |       |  |   |    |    |  |   |    |    |  |   |    |    |
| 12 7/8%senior discount notes (2) |  | $                       | 6       |    |  | $      | 6       |    |  | $      | 6       |       |  | $      | 6       |    |  | $      | 6       |    |  | $      | — |    |
| Fixedinterestrate                |  |                    | 12.875  | %  |  |   | 12.875  | %  |  |   | 12.875  | %     |  |   | 12.875  | %  |  |   | 12.875  | %  |  |   | 12.875  | %  |
| Principalpayments                |  |                    | — |    |  |   | — |    |  |   | — |       |  |   | — |    |  |   | — |    |  |   | 6       |    |
| 12%senior discount notes (2)     |  | $                       | 233     |    |  | $      | 233     |    |  | $      | 233     |       |  | $      | 233     |    |  | $      | — |    |  | $      | — |    |
| Fixedinterestrate                |  |                    | 12.000  | %  |  |   | 12.000  | %  |  |   | 12.000  | %     |  |   | 12.000  | %  |  |   | 12.000  | %  |  |   | 12.000  | %  |
| Principalpayments                |  | $                       | — |    |  | $      | — |    |  | $      | — |       |  | $      | — |    |  | $      | 233     |    |  | $      | — |    |
| 121⁄2%seniornotes           |  | $                       | 12      |    |  | $      | 12      |    |  | $      | 12      |       |  | $      | 12      |    |  | $      | 12      |    |  | $      | — |    |
| Fixedinterestrate                |  |                    | 12.500  | %  |  |   | 12.500  | %  |  |   | 12.500  | %     |  |   | 12.500  | %  |  |   | 12.500  | %  |  |   | 12.500  | %  |
| Principalpayments                |  | $                       | — |    |  | $      | — |    |  | $      | — |       |  | $      | — |    |  | $      | — |    |  | $      | 12      |    |
| 13 5/8%seniornotes               |  | $                       | 2       |    |  | $      | 2       |    |  | $      | 2       |       |  | $      | 2       |    |  | $      | 2       |    |  | $      | — |    |
| Fixedinterestrate                |  |                    | 13.625  | %  |  |   | 13.625  | %  |  |   | 13.625  | %     |  |   | 13.625  | %  |  |   | 13.625  | %  |  |   | 13.625  | %  |
| Principalpayments                |  | $                       | — |    |  | $      | — |    |  | $      | — |       |  | $      | — |    |  | $      | — |    |  | $      | 2       |    |
| 11%seniornotes                   |  | $                       | 251     |    |  | $      | 251     |    |  | $      | 251     |       |  | $      | 251     |    |  | $      | 251     |    |  | $      | — |    |
| Fixedinterestrate                |  |                    | 11.000  | %  |  |   | 11.000  | %  |  |   | 11.000  | %     |  |   | 11.000  | %  |  |   | 11.000  | %  |  |   | 11.000  | %  |
| Principalpayments                |  | $                       | — |    |  | $      | — |    |  | $      | — |       |  | $      | — |    |  | $      | — |    |  | $      | 251     |    |
| 81⁄2%seniornotes            |  | $                       | 250     |    |  | $      | 250     |    |  | $      | 250     |       |  | $      | 250     |    |  | $      | 250     |    |  | $      | — |    |
| Fixedinterestrate                |  |                    | 8.500   | %  |  |   | 8.500   | %  |  |   | 8.500   | %     |  |   | 8.500   | %  |  |   | 8.500   | %  |  |   | 8.500   | %  |
| Principalpayments                |  | $                       | — |    |  | $      | — |    |  | $      | — |       |  | $      | — |    |  | $      | — |    |  | $      | 250     |    |
| Capitalleases                    |  |
| Total minimum lease payments(1)  |  | $                       | 1.064   |    |  | $      | .888    |    |  | $      | .744    |       |  | $      | .600    |    |  | $      | .445    |    |  | $      | — |    |
| AverageInterestRate              |  |                    | 11.000  | %  |  |   | 11.000  | %  |  |   | 11.000  | %     |  |   | 11.000  | %  |  |   | 11.000  | %  |  |   | 11.000  | %  |
| Annualleasepayments              |  | $                       | .196    |    |  | $      | .176    |    |  | $      | .144    |       |  | $      | .145    |    |  | $      | .154    |    |  | $      | .445    |    |
|                                  |

|     |                                                                                                                                         |
|-----|-----------------------------------------------------------------------------------------------------------------------------------------|
| (1) | Theseamounts represent the estimated minimum annual payments due under ourestimated capital lease obligations for the periodspresented. |

|     |                                                                                                                                                                                                                  |
|-----|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| (2) | Interest will accreteon the 12 7/8% senior discount notes throughFebruary 2005 and on the 12% senior discount notes through July31, 2005 at which time the notes will begin to require cash payments ofinterest. |

55

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Our primary market risk exposure relatesto:

|              |                                                                   |
|--------------|-------------------------------------------------------------------|
| •  | the interest rate risk on long-termand short-term borrowings; and |

|              |                                                                               |
|--------------|-------------------------------------------------------------------------------|
| •  | ourability to refinance our senior discount notes at maturity at marketrates. |

The 12 7/8% senior discount noteshave a carrying value of $6.3 million and a fair value whichapproximates $6.9 million. The 12% senior discount notes have acarrying value of $218.0 million and a fair value which approximates$253.1 million. The 121⁄2% senior notes have acarrying value of $11.6 million and a fair value which approximates$13.1 million. The 13 5/8% senior notes have acarrying value of $2.3 million and a fair value which approximates $2.3million. The 11% senior notes have a carrying value of $250.9million and a fair value which approximates $295.4 million. The81⁄2% senior notes have a carrying value of$250.0 million and a fair value which approximates $273.1 million.

As a condition to the senior secured credit facility, we wererequired to maintain one or more interest rate protection agreements inan amount equal to a portion of the total debt under the creditfacility. As of December 31, 2004, we had terminated all interest rateprotection agreements. We do not hold or issue financial or derivativefinancial instruments for trading or speculative purposes. While wecannot predict our ability to refinance existing debt or the impactthat interest rate movements will have on our existing debt, wecontinue to evaluate our financial position on an ongoing basis.

At December 31, 2003, we had entered into the following interestrate swaps (dollars inthousands):

|                           |  |          |        |        |  |           |  |        |      |         |  |  |  |  |
|---------------------------|--|----------|--------|--------|--|-----------|--|--------|------|---------|--|--|--|--|
| Instrument                |  | Notional |        | Term   |  | FairValue |
| 4.9475% Interest rateswap |  | $        | 21,690 |   |  | 3years    |  | $      | (413 | )  |
| 4.9350% Interest rateswap |  | $        | 28,340 |   |  | 3years    |  |   | (443 | )  |
|                      |  |     |   |   |  |      |  | $      | (856 | )  |
|                           |

Theseswaps were designated as cash flow hedges such that the fair value wasrecorded as a liability in the December 31, 2003 consolidated balancesheet with changes in fair value (net of tax) shown as a component ofother comprehensive income. The swaps were terminated in January 2004upon the termination of the senior secured credit facility.

Wealso entered into an interest rate collar as of December 31, 2003(dollars in thousands) with the following terms:

|          |  |          |         |                 |  |                    |      |            |  |        |      |         |  |   |
|----------|--|----------|---------|-----------------|--|--------------------|------|------------|--|--------|------|---------|--|---|
| Notional |  | Maturity |         | CapStrike Price |  | Floor Strike Price |      | Fair Value |
| $28,340  |  |     | 5/15/04 |            |  |               | 7.00 | %     |  |   | 4.12 | %  |  | $ | (419 | )  |
|          |

This collar did not receive hedge accountingtreatment such that the fair value was reflected as a liability in theDecember 31, 2003 consolidated balance sheet and the change in fairvalue has been reflected as an adjustment to interest expense. Thecollar was terminated in January 2004 upon the termination of thesenior secured credit facility.

In addition to the swaps andcollar discussed above, we purchased an interest rate cap in February2002 with a notional amount of $5,000 and a strike price of7.00%. This cap did not receive hedge accounting treatment andthe fair value reflected in the consolidated balance sheet at December31, 2003 was zero. This cap was terminated in January 2004 upon thetermination of the senior secured credit facility.

These fairvalue estimates are subjective in nature and involve uncertainties andmatters of considerable judgment and therefore, cannot be determinedwith precision. Changes in assumptions could significantly affect theseestimates.

ITEM 8.    FINANCIAL STATEMENTS AND SUPPLEMENTARYDATA.

Our financial statements required by this item aresubmitted as a separate section of this annual report on Form 10-K. See"Financial Statements," commencing on pageF-1 hereof.

56

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ITEM 9.    CHANGES IN AND DISAGREEMENTSWITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE.

None.

ITEM 9A.    CONTROLS ANDPROCEDURES.

|           |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |
|-----------|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| (a)  | Evaluation of DisclosureControls and Procedures. The Company's management, with theparticipation of the Company's Chief Executive Officer and ChiefFinancial Officer, has evaluated the effectiveness of theCompany's disclosure controls and procedures (as such term isdefined in Rules 13a-15(e) and 15d-15(e) under the Securities ExchangeAct of 1934, as amended (the "Exchange Act"))as of the end of the period covered by this report. Based on suchevaluation, the Company's Chief Executive Officer and ChiefFinancial Officer have concluded that, as of the end of such period,the Company's disclosure controls and procedures areeffective. |

|           |                                                                   |
|-----------|-------------------------------------------------------------------|
| (b)  | Management's Report onInternal Controls over Financial Reporting. |

Management's Report on Internal Control OverFinancial Reporting, which appears on page F-2 is incorporated hereinby reference.

|           |                                                                                                                                                                                                                                                                                                                                                                                     |
|-----------|-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| (c)  | Changes in InternalControls over Financial Reporting. There have not been any changes inour internal controls over financial reporting (as such term is definedin Rules 13a-15(f) and 15d-15(f) under the Exchange Act) during ourfiscal fourth quarter that have materially affected, or are reasonablylikely to materially affect, our internal controls over financialreporting. |

Management is responsible for all of ourdisclosure controls and procedures and internal control over financialreporting relating to functions outsourced to a third party andincluding the controls over the information flow to and from the thirdparty service organization. We are also responsible for assessing theinternal control over financial reporting over the outsourcedoperations. We place reliance on Sprint to adequately design itsinternal controls with respect to the processes established to providefinancial information and other information to us and the other PCSAffiliates of Sprint. To address this issue, Sprint engages itsindependent auditors to perform a periodic evaluation of these controlsand to provide a "Report on Controls Placed in Operationand Tests of Operating Effectiveness for Affiliates" underguidance provided in Statement of Auditing Standards No. 70. Thisreport is provided annually to us and we have placed reliance on thisSAS 70 report.

ITEM 9B.    OTHER INFORMATION

None.

PART III

ITEM 10.    DIRECTORS ANDEXECUTIVE OFFICERS OF THE REGISTRANT.

Information called for byItem 10 of Form 10-K is set forth under the headings"Election of Directors of Alamosa,""Code of Ethics and Business Conduct" and"Executive Officers" in our proxy statementfor our 2005 annual meeting of stockholders (the "ProxyStatement"), which is incorporated herein by reference.Information relating to disclosure of delinquent Form 3, 4 and 5 filersis incorporated by reference to the information appearing under theheading "Section 16(a) Beneficial Ownership ReportingCompliance" in the Proxy Statement.

ITEM11.    EXECUTIVE COMPENSATION.

Information called for by Item11 of Form 10-K is set forth under the heading "ExecutiveOfficers and Executive Compensation" in the ProxyStatement, which is incorporated herein by reference.

57

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ITEM 12.    SECURITY OWNERSHIPOF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT.

Information calledfor by Item 12 of Form 10-K is set forth under the heading"Security Ownership of Certain Beneficial Owners andManagement" in the Proxy Statement, which is incorporatedherein by reference. Information set forth under the heading"Securities Authorized for Issuance Under EquityCompensation Plans" in the Proxy Statement is alsoincorporated herein by reference.

ITEM 13.    CERTAINRELATIONSHIPS AND RELATED TRANSACTIONS.

Information called forby Item 13 of Form 10-K is set forth under the heading"Certain Relationships and RelatedTransactions" in the Proxy Statement, which isincorporated herein by reference.

ITEM 14.    PRINCIPALACCOUNTING FEES AND SERVICES.

Information called for by Item 14of Form 10-K is set forth under the heading "PrincipalAccounting Fees and Services" in the Proxy Statement,which is incorporated herein by reference.

PART IV

ITEM 15.    EXHIBITS AND FINANCIAL STATEMENT SCHEDULE.

|           |                                                                              |
|-----------|------------------------------------------------------------------------------|
| (a)  | The following documents are filed as partof this annual report on Form 10-K: |

|          |                      |
|----------|----------------------|
| 1.  | Financial Statements |

Management's Report on Internal Control OverFinancial Reporting, Report of Independent Registered Public AccountingFirm, Consolidated Balance Sheets as of December 31, 2004 and 2003,Consolidated Statements of Operations for the years ended December 31,2004, 2003 and 2002, Consolidated Statements of Stockholders'Equity for the Period from December 31, 2001 to December 31, 2004,Consolidated Statements of Cash Flows for the years ended December 31,2004, 2003 and 2002.

Notes to Consolidated FinancialStatements

|          |                             |
|----------|-----------------------------|
| 2.  | Financial StatementSchedule |

Report of Independent Registered PublicAccounting Firm on Financial Statement Schedule

Consolidated Valuation and Qualifying Accounts

|          |                                                           |
|----------|-----------------------------------------------------------|
| 3.  | See the Exhibit Index following thesignature pages hereto |

58

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SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of theSecurities Exchange Act of 1934, the registrant has duly caused thisreport to be signed on its behalf by the undersigned, thereunto dulyauthorized.

|  | ALAMOSA HOLDINGS, INC. |
|--|------------------------|

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

|  |
|--|
|  |  |  |  |
|  |

|  | David E. Sharbutt Chairman of the Board ofDirectors and Chief Executive Officer |
|--|---------------------------------------------------------------------------------|

|  | Date: March2, 2005 |
|--|--------------------|

Pursuant to the requirements of the Securities ExchangeAct of 1934 thereunto, this report has been signed below by thefollowing persons on behalf of the registrant and in the capacities andon the datesindicated.

|                                              |  |                                                                                            |  |               |
|----------------------------------------------|--|--------------------------------------------------------------------------------------------|--|---------------|
| NAME                                         |  | TITLE                                                                                      |  | DATE          |
|                                              |
| /s/David E. Sharbutt     |  | Chairman of the Board of Directors and ChiefExecutive Officer(Principal Executive Officer) |  | March2, 2005  |
|                                              |
| David E.Sharbutt                             |
|                                              |
| /s/ Kendall W.Cowan                          |  | Chief FinancialOfficer and Director (Principal Financial and AccountingOfficer)            |  | March 2, 2005 |
|                                              |
| Kendall W. Cowan                             |
|                                              |
| /s/ RayM. Clapp, Jr.                         |  | Director                                                                                   |  | March 2,2005  |
|                                              |
| Ray M. Clapp,Jr.                             |
|                                              |
| /s/ Scotty Hart                              |  | Director                                                                                   |  | March 2,2005  |
|                                              |
| ScottyHart                                   |
|                                              |
| /s/ Allen T. McInnes                         |  | Director                                                                                   |  | March 2,2005  |
|                                              |
| AllenT. McInnes                              |
|                                              |
| /s/ Schuyler B.Marshall                      |  | Director                                                                                   |  | March 2,2005  |
|                                              |
| Schuyler B.Marshall                          |
|                                              |
| /s/ John F. Otto                             |  | Director                                                                                   |  | March 2,2005  |
|                                              |
| John F.Otto                                  |
|                                              |
| /s/ Thomas F. Riley,Jr.                      |  | Director                                                                                   |  | March 2,2005  |
|                                              |
| Thomas F. Riley,Jr.                          |
|                                              |
| /s/ Michael V.Roberts                        |  | Director                                                                                   |  | March 2,2005  |
|                                              |
| Michael V.Roberts                            |
|                                              |
| /s/ Steven C.Roberts                         |  | Director                                                                                   |  | March 2,2005  |
|                                              |
| Steven C.Roberts                             |
|                                              |
| /s/ Jimmy R. White                           |  | Director                                                                                   |  | March 2,2005  |
|                                              |
| Jimmy R.White                                |
|                                              |

59

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EXHIBITINDEX

|                           |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     |  |  |  |  |
|---------------------------|--|-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|--|--|--|--|
|   EXHIBITNUMBER |  | EXHIBITTITLE                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        |
| 3.1                       |  | Amendedand Restated Certificate of Incorporation of Alamosa Holdings, Inc.,filed as Exhibit 1.1 to the Registration Statement on Form 8-A, datedFebruary 14, 2001 (SEC File No. 000-32357) of Alamosa Holdings, Inc.,which exhibit is incorporated herein byreference.                                                                                                                                                                                                                                                                                                                                                                                                              |
| 3.2                       |  | Amended and Restated Bylawsof Alamosa Holdings, Inc., filed as Exhibit 1.2 to the RegistrationStatement on Form 8-A, dated February 14, 2001 (SEC File No. 000-32357)of Alamosa Holdings, Inc., which exhibit is incorporated herein byreference.                                                                                                                                                                                                                                                                                                                                                                                                                                   |
| 3.3                       |  | Certificate of theDesignations, Powers, Preferences and Rights of Series B ConvertiblePreferred Stock, filed as Exhibit 3.1 to Form 10-Q of Alamosa Holdings,Inc. for the quarterly period ended September 30, 2003, which exhibitis incorporated herein byreference.                                                                                                                                                                                                                                                                                                                                                                                                               |
| 3.4                       |  | Certificate of theDesignations, Powers, Preferences and Rights of Series C ConvertiblePreferred Stock, filed as Exhibit 3.2 to Form 10-Q of Alamosa Holdings,Inc. for the quarterly period ended September 30, 2003, which exhibitis incorporated herein byreference.                                                                                                                                                                                                                                                                                                                                                                                                               |
| 4.1                       |  | Specimen Common StockCertificate, filed as Exhibit 1.3 to the Registration Statement on Form8-A, dated February 14, 2001 (SEC File No. 000-32357) of AlamosaHoldings, Inc., which exhibit is incorporated herein byreference.                                                                                                                                                                                                                                                                                                                                                                                                                                                       |
| 4.2                       |  | Form of Indenture for12 7/8% Senior Discount Notes due 2010, by andamong Alamosa PCS Holdings, Inc., the Subsidiary Guarantors partythereto and Norwest Bank Minnesota, N.A., as trustee, filed as Exhibit4.1 to Amendment No. 2 to the Registration Statement on Form S-1, datedFebruary 2, 2000 (Registration No. 333-93499) of Alamosa (Delaware),Inc. (formerly Alamosa PCS Holdings, Inc.), which exhibit isincorporated herein by reference.                                                                                                                                                                                                                                  |
| 4.3                       |  | Formof Global Note relating to the 12 7/8% SeniorDiscount Notes due 2010, filed as Exhibit 4.2 to Amendment No. 2 to theRegistration Statement on Form S-1, dated February 2, 2000(Registration No. 333-93499) of Alamosa (Delaware), Inc. (formerlyAlamosa PCS Holdings, Inc.), which exhibit is incorporated herein byreference.                                                                                                                                                                                                                                                                                                                                                  |
| 4.4                       |  | Indenture for121⁄2% Senior Notes due 2011, dated as ofJanuary 31, 2001, by and among Alamosa (Delaware), Inc., the SubsidiaryGuarantors party thereto and Wells Fargo Bank Minnesota, N.A., astrustee, filed as Exhibit 4.4 to Form 10-K of Alamosa Holdings, Inc.for the year ended December 31, 2000, which exhibit is incorporatedherein by reference.                                                                                                                                                                                                                                                                                                                      |
| 4.5                       |  | Form of Global Noterelating to the 121⁄2% Senior Notes due 2011,filed as Exhibit 4.5 to Form 10-K of Alamosa Holdings, Inc. for theyear ended December 31, 2000, which exhibit is incorporated herein byreference.                                                                                                                                                                                                                                                                                                                                                                                                                                                             |
| 4.6                       |  | First Supplemental Indenturefor 12 7/8% Senior Discount Notes due 2010,dated as of January 31, 2001, among Alamosa Finance, LLC, AlamosaLimited, LLC, Alamosa (Delaware), Inc. (on behalf of itself and theExisting Subsidiary Guarantors) and Wells Fargo Bank Minnesota, N.A.(formerly known as Norwest Bank Minnesota, N.A.), as trustee, filed asExhibit 4.6 to Form 10-K of Alamosa Holdings, Inc. for the year endedDecember 31, 2000, which exhibit is incorporated herein byreference.                                                                                                                                                                                      |
| 4.7                       |  | First Supplemental Indenturefor 121⁄2% Senior Notes due 2011, dated as ofFebruary 14, 2001, among Roberts Wireless Communications, L.L.C.,Roberts Wireless Properties, LLC, Washington Oregon Wireless, LLC,Alamosa Holdings, LLC, Alamosa Properties, L.P., Alamosa (Wisconsin)Properties, LLC, Washington Oregon Wireless Properties, LLC, WashingtonOregon Wireless Licenses, LLC, Alamosa (Delaware), Inc. (on behalf ofitself and the Existing Subsidiary Guarantors) and Wells Fargo BankMinnesota, N.A., as trustee, filed as Exhibit 4.7 to Form 10-K ofAlamosa Holdings, Inc. for the year ended December 31, 2000, whichexhibit is incorporated herein by reference. |
|                           |

60

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|---------------------------|--|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|--|--|--|--|
|   EXHIBITNUMBER |  | EXHIBITTITLE                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             |
| 4.8                       |  | SecondSupplemental Indenture for 12 7/8% SeniorDiscount Notes due 2010, dated as of February 14, 2001, among RobertsWireless Communications, L.L.C., Roberts Wireless Properties, LLC,Washington Oregon Wireless, LLC, Alamosa Holdings, LLC, AlamosaProperties, L.P., Alamosa (Wisconsin) Properties, LLC, WashingtonOregon Wireless Properties, LLC, Washington Oregon Wireless Licenses,LLC, Alamosa (Delaware), Inc. (on behalf of itself and the ExistingSubsidiary Guarantors) and Wells Fargo Bank Minnesota, N.A. (formerlyknown as Norwest Bank Minnesota, N.A.), as trustee, filed as Exhibit4.8 to Form 10-K of Alamosa Holdings, Inc. for the year ended December31, 2000, which exhibit is incorporated herein byreference. |
| 4.9                       |  | Registration RightsAgreement, relating to 121⁄2% Senior Notes due2011, dated as of January 24, 2001, by and among Alamosa (Delaware),Inc., the Subsidiary Guarantors set forth on Schedule I thereto,Salomon Smith Barney Inc., TD Securities (USA) Inc., Credit SuisseFirst Boston Corporation, First Union Securities, Inc., Lehman BrothersInc., and Scotia Capital (USA) Inc., filed as Exhibit 4.9 to Form 10-Kof Alamosa Holdings, Inc. for the year ended December 31, 2000, whichexhibit is incorporated herein byreference.                                                                                                                                                                                                |
| 4.10                      |  | Rights Agreement, dated asof February 14, 2001, by and between Alamosa Holdings, Inc. and MellonInvestors Services LLC, as Rights Agent, including the form ofCertificate of Designation, Preferences and Rights of Series APreferred Stock attached as Exhibit 1 thereto and the form of RightsCertificate attached as Exhibit 2 thereto, filed as Exhibit 1.4 to theRegistration Statement on Form 8-A, dated February 14, 2001(Registration No. 000-32357) of Alamosa Holdings, Inc., which exhibitis incorporated herein byreference.                                                                                                                                                                                                |
| 4.11                      |  | Third Supplemental Indenturefor 12 7/8% Senior Discount Notes due 2010,dated as of March 30, 2001, among SWLP, L.L.C., SWGP, L.L.C., SouthwestPCS, L.P., Southwest PCS Properties, LLC, Southwest PCS Licenses, LLC,Alamosa (Delaware), Inc. (on behalf of itself and the ExistingSubsidiary Guarantors) and Wells Fargo Bank Minnesota, N.A., astrustee, filed as Exhibit 4.10 to the Registration Statement on FormS-4, dated May 9, 2001 (Registration No. 333-60572) of Alamosa(Delaware), Inc., which exhibit is incorporated herein byreference.                                                                                                                                                                                   |
| 4.12                      |  | Second SupplementalIndenture for 121⁄2% Senior Notes due 2011,dated as of March 30, 2001, among SWLP, L.L.C., SWGP, L.L.C., SouthwestPCS, L.P., Southwest PCS Properties, LLC, Southwest PCS Licenses, LLC,Alamosa (Delaware), Inc. (on behalf of itself and the ExistingSubsidiary Guarantors) and Wells Fargo Bank Minnesota, N.A., astrustee, filed as Exhibit 4.11 to the Registration Statement on FormS-4, dated May 9, 2001 (Registration No. 333-60572) of Alamosa(Delaware), Inc., which exhibit is incorporated herein byreference.                                                                                                                                                                                       |
| 4.13                      |  | Indenture for13 5/8% Senior Notes due 2011, dated August 15,2001, among Alamosa (Delaware), Inc., the Subsidiary Guarantors partythereto, and Wells Fargo Bank Minnesota, N.A., as trustee, filed asExhibit 4.12 to the Registration Statement on Form S-4, dated August28, 2001 (Registration No. 333-68538) of Alamosa (Delaware), Inc.,which exhibit is incorporated herein byreference.                                                                                                                                                                                                                                                                                                                                              |
| 4.14                      |  | Form of Global Note relatingto the 13 5/8% Senior Notes due 2011, filed asExhibit 4.13 to the Registration Statement on Form S-4, dated August28, 2001 (Registration No. 333-68538) of Alamosa (Delaware), Inc.,which exhibit is incorporated herein byreference.                                                                                                                                                                                                                                                                                                                                                                                                                                                                        |
| 4.15                      |  | Registration RightsAgreement, dated August 7, 2001, by and among Alamosa (Delaware), Inc.,the Subsidiary Guarantors set forth on Schedule I thereto, SalomonSmith Barney Inc., TD Securities (USA) Inc., First Union Securities,Inc., and Scotia Capital (USA) Inc., relating to the13 5/8% Senior Notes due 2011, filed as Exhibit4.14 to the Registration Statement on Form S-4, dated August 28, 2001(Registration No. 333-68538) of Alamosa (Delaware), Inc., which exhibitis incorporated herein byreference.                                                                                                                                                                                                                       |
| 4.16                      |  | Indenture for 11%Senior Notes due 2010, dated as of November 10, 2003, among Alamosa(Delaware), Inc., the Subsidiary Guarantors party thereto and WellsFargo Bank Minnesota, N.A., as trustee, filed as Exhibit 4.1 to Form10-Q of Alamosa Holdings, Inc. for the quarterly period ended September30, 2003, which exhibit is incorporated herein byreference.                                                                                                                                                                                                                                                                                                                                                                            |
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|                           |  |                                                                                                                                                                                                                                                                                                                                                                                                                                            |  |  |  |  |
|---------------------------|--|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|--|--|--|--|
|   EXHIBITNUMBER |  | EXHIBITTITLE                                                                                                                                                                                                                                                                                                                                                                                                                               |
| 4.17                      |  | GlobalNote relating to the 11% Senior Notes due 2010, filed as Exhibit4.3 to Form 10-Q of Alamosa Holdings, Inc. for the quarterly periodended September 30, 2003, which exhibit is incorporated herein byreference.                                                                                                                                                                                                                       |
| 4.18                      |  | Indenture for 12%Senior Discount Notes due 2009, dated as of November 10, 2003, amongAlamosa (Delaware), Inc., the Subsidiary Guarantors party thereto andWells Fargo Bank Minnesota, N.A., as trustee, filed as Exhibit 4.2 toForm 10-Q of Alamosa Holdings, Inc. for the quarterly period endedSeptember 30, 2003, which exhibit is incorporated herein byreference.                                                                     |
| 4.19                      |  | Global Note relating to the12% Senior Discount Notes due 2009, filed as Exhibit 4.4 to Form10-Q of Alamosa Holdings, Inc. for the quarterly period ended September30, 2003, which exhibit is incorporated herein byreference.                                                                                                                                                                                                              |
| 4.20                      |  | Fourth SupplementalIndenture for 12 7/8% Senior Discount Notes due2010, dated as of September 11, 2003, among Alamosa Holdings, Inc.,Alamosa (Delaware), Inc., the Subsidiary Guarantors set forth onSchedule I thereto and Wells Fargo Bank Minnesota, N.A., as trustee,filed as Exhibit 4.5 to Form 10-Q of Alamosa Holdings, Inc. for thequarterly period ended September 30, 2003, which exhibit isincorporated herein by reference.   |
| 4.21                      |  | FifthSupplemental Indenture for 12 7/8% SeniorDiscount Notes due 2010, dated as of October 29, 2003, among AlamosaHoldings, Inc., Alamosa (Delaware), Inc., the Subsidiary Guarantors setforth on Schedule I thereto and Wells Fargo Bank Minnesota, N.A., astrustee, filed as Exhibit 4.6 to Form 10-Q of Alamosa Holdings, Inc.for the quarterly period ended September 30, 2003, which exhibit isincorporated herein by reference.      |
| 4.22                      |  | ThirdSupplemental Indenture for 121⁄2% Senior Notesdue 2011, dated as of September 11, 2003, among Alamosa Holdings, Inc.,Alamosa (Delaware), Inc., the Subsidiary Guarantors set forth onSchedule I thereto and Wells Fargo Bank Minnesota, N.A., as trustee,filed as Exhibit 4.7 to Form 10-Q of Alamosa Holdings, Inc. for thequarterly period ended September 30, 2003, which exhibit isincorporated herein byreference.          |
| 4.23                      |  | Fourth SupplementalIndenture for 121⁄2% Senior Discount Notes due2011, dated as of October 29, 2003, among Alamosa Holdings, Inc.,Alamosa (Delaware), Inc., the Subsidiary Guarantors set forth onSchedule I thereto and Wells Fargo Bank Minnesota, N.A., as trustee,filed as Exhibit 4.8 to Form 10-Q of Alamosa Holdings, Inc. for thequarterly period ended September 30, 2003, which exhibit isincorporated herein by reference. |
| 4.24                      |  | FirstSupplemental Indenture for 13 5/8% Senior Notesdue 2011, dated as of September 11, 2003, among Alamosa Holdings, Inc.,Alamosa (Delaware), Inc., the Subsidiary Guarantors set forth onSchedule I thereto and Wells Fargo Bank Minnesota, N.A., as trustee,filed as Exhibit 4.9 to Form 10-Q of Alamosa Holdings, Inc. for thequarterly period ended September 30, 2003, which exhibit isincorporated herein byreference.              |
| 4.25                      |  | Second SupplementalIndenture for 13 5/8% Senior Discount Notes due2011, dated as of October 29, 2003, among Alamosa Holdings, Inc.,Alamosa (Delaware), Inc., the Subsidiary Guarantors set forth onSchedule I thereto and Wells Fargo Bank Minnesota, N.A., as trustee,filed as Exhibit 4.10 to Form 10-Q of Alamosa Holdings, Inc. for thequarterly period ended September 30, 2003, which exhibit isincorporated herein byreference.     |
| 4.26                      |  | Indenture for81⁄2% Senior Notes due 2012, dated as ofJanuary 20, 2004, among Alamosa (Delaware), Inc., the SubsidiaryGuarantors party thereto and Wells Fargo Bank Minnesota, N.A., astrustee, filed as Exhibit 4.26 to Form 10-K of Alamosa Holdings, Inc.for the year ended December 31, 2003, which exhibit is incorporatedherein by reference.                                                                                    |
| 4.27                      |  | Form of GlobalNote relating to the 81⁄2% Senior Notes due2012, filed as Exhibit 4.27 to Form 10-K of Alamosa Holdings, Inc. forthe year ended December 31, 2003, which exhibit is incorporated hereinby reference.                                                                                                                                                                                                                    |
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|                           |  |                                                                                                                                                                                                                                                                                                                                                                                                                                       |  |  |  |  |
|---------------------------|--|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|--|--|--|--|
|   EXHIBITNUMBER |  | EXHIBITTITLE                                                                                                                                                                                                                                                                                                                                                                                                                          |
| 4.28                      |  | RegistrationRights Agreement, dated as of January 20, 2004, by and among Alamosa(Delaware), Inc., the Guarantors listed on the signature pages thereto,UBS Securities LLC, Bear, Stearns & Co. Inc. and Lehman BrothersInc., relating to the 81⁄2% Senior Notes due2012, filed as Exhibit 4.28 to Form 10-K of Alamosa Holdings, Inc. forthe year ended December 31, 2003, which exhibit is incorporated hereinby reference. |
| 4.29                      |  | Indenture, dated as ofFebruary 20, 2004, by AirGate PCS, Inc., its subsidiaries party theretoand The Bank of New York, filed as Exhibit 4.2 to the Current Report onForm 8-K of AirGate PCS, Inc., dated February 26, 2004 (File No.000-27455), which exhibit is incorporated herein byreference.                                                                                                                                     |
| 4.30                      |  | Form of Senior SubordinatedSecured Notes due 2009 (included in Exhibit4.29)                                                                                                                                                                                                                                                                                                                                                           |
| 4.31                      |  | Form of Security Agreement, filedas Exhibit 4.11 to the Registration Statement on Form S-4/A, datedJanuary 14, 2004 (File No. 333-109165) of AirGate PCS, Inc., whichexhibit is incorporated herein byreference.                                                                                                                                                                                                                      |
| 4.32                      |  | Form of Pledge Agreement,filed as Exhibit 4.12 to the Registration Statement on Form S-4/A,dated January 14, 2004 (File No. 333-109165) of AirGate PCS, Inc.,which exhibit is incorporated herein byreference.                                                                                                                                                                                                                        |
| 4.33                      |  | Form of IntercreditorAgreement, filed as Exhibit 4.10 to the Annual Report on Form 10-K ofAirGate PCS, Inc. for the year ended September 30, 2004 (File No.000-27455), which exhibit is incorporated herein byreference.                                                                                                                                                                                                              |
| 4.34                      |  | Indenture, dated as ofOctober 25, 2004, by and among AirGate PCS, Inc., its subsidiariesparty thereto and The Bank of New York Trust Company, N.A., filed asExhibit 4.1 to the Current Report on Form 8-K of AirGate PCS, Inc.,dated October 29, 2004 (File No. 000-27455), which exhibit isincorporated herein by reference.                                                                                                         |
| 4.35                      |  | Formof Senior Subordinated Secured Notes due 2009 (included in Exhibit4.29)                                                                                                                                                                                                                                                                                                                                                           |
| 4.36                      |  | Registration Rights Agreement,dated October 25, 2004, by and among AirGate PCS, Inc., itssubsidiaries party thereto, Banc of America Securities LLC and CreditSuisse First Boston LLC, filed as Exhibit 4.3 to the Current Report onForm 8-K of AirGate PCS, Inc., dated October 29, 2004, which exhibit isincorporated herein by reference.                                                                                          |
| 4.37                      |  | Formof Pledge Agreement, filed as Exhibit 4.4 to the Current Report on Form8-K of AirGate PCS, Inc., dated October 29, 2004 (File No. 000-27455),which exhibit is incorporated herein byreference.                                                                                                                                                                                                                                    |
| 4.38                      |  | Form of Security Agreement,filed as Exhibit 4.5 to the Current Report on Form 8-K of AirGate PCS,Inc., dated October 29, 2004 (File No. 000-27455), which exhibit isincorporated herein by reference.                                                                                                                                                                                                                                 |
| 4.39                      |  | FirstSupplemental Indenture, dated January 25, 2005, by and among AirGatePCS, Inc., its subsidiaries party thereto and The Bank of New York,filed as Exhibit 4.2 to the Current Report on Form 8-K of AlamosaHoldings, Inc., dated February 18, 2005, which exhibit is incorporatedherein by reference.                                                                                                                               |
| 4.40                      |  | SecondSupplemental Indenture, dated February 15, 2005, by and among A-Co.Merger Sub, Inc., AirGate PCS, Inc., its subsidiaries party thereto andThe Bank of New York, filed as Exhibit 4.3 to the Current Report onForm 8-K of Alamosa Holdings, Inc., dated February 18, 2005, whichexhibit is incorporated herein by reference.                                                                                                     |
| 4.41                      |  | First Supplemental Indenture, dated January 25,2005, by and among AirGate PCS, Inc., its subsidiaries party theretoand The Bank of New York Trust Company, N.A., filed as Exhibit 4.5 tothe Current Report on Form 8-K of Alamosa Holdings, Inc., datedFebruary 18, 2005, which exhibit is incorporated herein byreference.                                                                                                           |
| 4.42                      |  | Second SupplementalIndenture, dated February 15, 2005, by and among A-Co. Merger Sub,Inc., AirGate PCS, Inc., its subsidiaries party thereto and The Bank ofNew York Trust Company, N.A., filed as Exhibit 4.6 to the CurrentReport on Form 8-K of Alamosa Holdings, Inc., dated February 18, 2005,which exhibit is incorporated herein byreference.                                                                                  |
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|                           |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                               |  |  |  |  |
|---------------------------|--|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|--|--|--|--|
|   EXHIBITNUMBER |  | EXHIBITTITLE                                                                                                                                                                                                                                                                                                                                                                                                                                                  |
| 4.43                      |  | Formof Warrant Agreement for warrants issued in units offering, filed asExhibit 10.15 to the Registration Statement on Form S-1/A, dated onSeptember 23, 1999 (File Nos. 333-79189-02 and 333-79189-01)) ofAirGate PCS, Inc., which exhibit is incorporated herein byreference.                                                                                                                                                                               |
| 4.44                      |  | Form of Warrant issued inunits offering (included in Exhibit4.43)                                                                                                                                                                                                                                                                                                                                                                                             |
| 4.45                      |  | Form of unit (included in Exhibit4.43)                                                                                                                                                                                                                                                                                                                                                                                                                        |
| 4.46                      |  | Warrant Agreement dated as ofJuly 12, 2000 by and between iPCS, Inc. and ChaseMellon ShareholderServices, L.L.C., as warrant agent (incorporated by reference toExhibit 10.23 to the Registration Statement on Form S-4 filed by iPCS,Inc. on October 10, 2000, as amended on December 1, 2001 (SEC File No.333-47688)), which exhibit is incorporated herein byreference.                                                                                    |
| 10.1                      |  | CDMA 1900 SprintComAdditional Affiliate Agreement dated as of December 21, 1998, by andbetween Alamosa PCS, LLC and Northern Telecom, Inc., filed as Exhibit10.1 to Amendment No. 3 to the Registration Statement on Form S-1,dated February 2, 2000 (Registration No. 333-89995), of Alamosa(Delaware), Inc. (formerly Alamosa PCS Holdings, Inc.), which exhibitis incorporated herein byreference.                                                         |
| 10.2                      |  | Amendment No. 1 to DMS-MTXCellular Supply Agreement dated as of January 12, 1999, by and betweenAlamosa PCS, LLC and Northern Telecom Inc., filed as Exhibit 10.2 toAmendment No. 3 to the Registration Statement on Form S-1, datedFebruary 2, 2000 (Registration No. 333-89995), of Alamosa (Delaware),Inc. (formerly Alamosa PCS Holdings, Inc.), which exhibit isincorporated herein byreference.                                                         |
| 10.3                      |  | Amendment No. 2 to DMS-MTXCellular Supply Agreement, dated as of March 1, 1999, by and betweenAlamosa PCS, LLC and Northern Telecom Inc., filed as Exhibit 10.3 toAmendment No. 3 to the Registration Statement on Form S-1, datedFebruary 2, 2000 (Registration No. 333-89995), of Alamosa (Delaware),Inc. (formerly Alamosa PCS Holdings, Inc.), which exhibit isincorporated herein byreference.                                                           |
| 10.4                      |  | Amendment No. 3 to DMS-MTXCellular Supply Agreement, dated as of August 11, 1999, by and betweenAlamosa PCS, LLC and Northern Telecom Inc., filed as Exhibit 10.4 toAmendment No. 1 to the Registration Statement on Form S-1, datedDecember 23, 1999 (Registration No. 333-89995), of Alamosa (Delaware),Inc. (formerly Alamosa PCS Holdings, Inc.), which exhibit isincorporated herein byreference.                                                        |
| 10.5                      |  | Sprint PCS ManagementAgreement (Wisconsin), as amended by Addendum I, dated as of December6, 1999 by and between Sprint Spectrum, L.P., WirelessCo, L.P. andAlamosa Wisconsin Limited Partnership, filed as Exhibit 10.10 toAmendment No. 3 to the Registration Statement on Form S-1, datedFebruary 2, 2000 (Registration No. 333-89995), of Alamosa (Delaware),Inc. (formerly Alamosa PCS Holdings, Inc.), which exhibit isincorporated herein byreference. |
| 10.6                      |  | Sprint PCS ServicesAgreement (Wisconsin,) dated as of December 6, 1999, by and betweenSprint Spectrum, L.P. and Alamosa Wisconsin Limited Partnership, filedas Exhibit 10.11 to Amendment No. 3 to the Registration Statement onForm S-1, dated February 2, 2000 (Registration No. 333-89995), ofAlamosa (Delaware), Inc. (formerly Alamosa PCS Holdings, Inc.), whichexhibit is incorporated herein byreference.                                             |
| 10.7                      |  | Sprint Trademark and ServiceMark License Agreement (Wisconsin), dated as of December 6, 1999, byand between Sprint Communications Company, L.P. and Alamosa WisconsinLimited Partnership, filed as Exhibit 10.12 to Amendment No. 3 to theRegistration Statement on Form S-1, dated February 2, 2000(Registration No. 333-89995), of Alamosa (Delaware), Inc. (formerlyAlamosa PCS Holdings, Inc.), which exhibit is incorporated herein byreference.         |
| 10.8                      |  | Sprint Spectrum Trademarkand Service Mark License Agreement (Wisconsin), dated as of December 6,1999, by and between Sprint Spectrum, L.P. and Alamosa WisconsinLimited Partnership, filed as Exhibit 10.13 to Amendment No. 3 to theRegistration Statement on Form S-1, dated February 2, 2000(Registration No. 333-89995), of Alamosa (Delaware), Inc. (formerlyAlamosa PCS Holdings, Inc.), which exhibit is incorporated herein byreference.              |
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|---------------------------|--|-----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|--|--|--|--|
|   EXHIBITNUMBER |  | EXHIBITTITLE                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        |
| 10.9                      |  | EngineeringService Contract, System Design and Construction Inspection, dated asof July 27, 1998, as amended, by and between Alamosa PCS, LLC and Hicks& Ragland Engineering Co., Inc., filed as Exhibit 10.14 toAmendment No. 1 to the Registration Statement on Form S-1, datedDecember 23, 1999 (Registration No. 333-89995), of Alamosa (Delaware),Inc. (formerly Alamosa PCS Holdings, Inc.), which exhibit isincorporated herein byreference.                                             |
| 10.10                     |  | Master Site Development andLease Agreement, as amended, dated as of August 1998, by and betweenAlamosa PCS, LLC and Specialty Capital Services, Inc., filed as Exhibit10.15 to Amendment No. 3 to the Registration Statement on Form S-1,dated December 23, 1999 (Registration No. 333-89995), of Alamosa(Delaware), Inc. (formerly Alamosa PCS Holdings, Inc.), which exhibitis incorporated herein byreference.                                                                                   |
| 10.11                     |  | Sprint PCS ManagementAgreement, as amended by Addendum I, dated as of December 23, 1999, byand between Sprint Spectrum, L.P., WirelessCo, L.P., Cox CommunicationsPCS, L.P., Cox CPS License, LLC, SprintCom, Inc. and Alamosa PCS, LLC,filed as Exhibit 10.22 to Amendment No. 2 to the Registration Statementon Form S-1, dated January 19, 2000 (Registration No. 333-89995), ofAlamosa (Delaware), Inc. (formerly Alamosa PCS Holdings, Inc.), whichexhibit is incorporated herein byreference. |
| 10.12                     |  | Sprint PCS ServicesAgreement, dated as of December 23, 1999, by and between SprintSpectrum, L.P. and Alamosa PCS, LLC, filed as Exhibit 10.23 toAmendment No. 2 to the Registration Statement on Form S-1, datedJanuary 19, 2000 (Registration No. 333-89995), of Alamosa (Delaware),Inc. (formerly Alamosa PCS Holdings, Inc.), which exhibit isincorporated herein byreference.                                                                                                                   |
| 10.13                     |  | Sprint Trademark andService Mark License Agreement, dated as of December 23, 1999, by andbetween Sprint Communications Company, L.P. and Alamosa PCS, LLC, filedas Exhibit 10.24 to Amendment No. 2 to the Registration Statement onForm S-1, dated January 19, 2000 (Registration No. 333-89995), ofAlamosa (Delaware), Inc. (formerly Alamosa PCS Holdings, Inc.), whichexhibit is incorporated herein byreference.                                                                               |
| 10.14                     |  | Sprint Spectrum Trademarkand Service Mark License Agreement, dated as of December 23, 1999, byand between Sprint Spectrum, L.P. and Alamosa PCS, LLC, filed asExhibit 10.25 to Amendment No. 2 to the Registration Statement on FormS-1, dated January 19, 2000 (Registration No. 333-89995), of Alamosa(Delaware), Inc. (formerly Alamosa PCS Holdings, Inc.), which exhibitis incorporated herein byreference.                                                                                    |
| 10.15                     |  | Amendment No. 4 to DMS-MTXCellular Supply Agreement by and between Alamosa PCS, LLC and NortelNetworks Inc. (successor in interest to Northern Telecom Inc.)effective as of February 8, 2000, filed as Exhibit 10.20 to Form 10-Kof Alamosa (Delaware), Inc. (formerly Alamosa PCS Holdings, Inc.) forthe year ended December 31, 1999, which exhibit is incorporated hereinby reference.                                                                                                           |
| 10.16                     |  | Amended and RestatedMaster Design Build Agreement, dated as of March 21, 2000, by andbetween Texas Telecommunications, LP and Alamosa Wisconsin LimitedPartnership and SBA Towers, Inc., filed as Exhibit 10.23 to Form 10-Kof Alamosa (Delaware), Inc. (formerly Alamosa PCS Holdings, Inc.) forthe year ended December 31, 1999, which exhibit is incorporated hereinby reference.                                                                                                                |
| 10.17                     |  | Addendum II to SprintPCS Management Agreement (Wisconsin), dated as of February 3, 2000 andeffective as of February 8, 2000, by and among Sprint Spectrum L.P.,WirelessCo, L.P., Sprint Communications Company, L.P. and AlamosaWisconsin Limited Partnership, filed as Exhibit 10.27 to Form 10-K ofAlamosa Holdings, Inc. for the year ended December 31, 2000, whichexhibit is incorporated herein by reference.                                                                                 |
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|                           |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                |  |  |  |  |
|---------------------------|--|----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|--|--|--|--|
|   EXHIBITNUMBER |  | EXHIBITTITLE                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |
| 10.18                     |  | AddendumIII to Sprint PCS Management Agreement (Wisconsin), dated as of April25, 2000 and effective as of March 15, 2000, by and among SprintSpectrum L.P., WirelessCo, L.P., Sprint Communications Company, L.P.and Alamosa Wisconsin Limited Partnership, filed as Exhibit 10.28 toForm 10-K of Alamosa Holdings, Inc. for the year ended December 31,2000, which exhibit is incorporated herein byreference.                                                                                                |
| 10.19                     |  | Addendum IV to Sprint PCSManagement Agreement (Wisconsin), dated as of June 23, 2000, by andamong Sprint Spectrum L.P., WirelessCo, L.P., Sprint CommunicationsCompany, L.P. and Alamosa Wisconsin Limited Partnership, filed asExhibit 10.29 to Form 10-K of Alamosa Holdings, Inc., for the yearended December 31, 2000, which exhibit is incorporated herein byreference.                                                                                                                                   |
| 10.20                     |  | Addendum V to Sprint PCSManagement Agreement (Wisconsin), dated as of February 14, 2001, by andamong Sprint Spectrum L.P., WirelessCo, L.P., Sprint CommunicationsCompany, L.P. and Alamosa Wisconsin Limited Partnership, filed asExhibit 10.30 to Form 10-K of Alamosa Holdings, Inc. for the year endedDecember 31, 2000, which exhibit is incorporated herein byreference.                                                                                                                                 |
| 10.21                     |  | Addendum II to Sprint PCSManagement Agreement, dated as of February 3, 2000 and effective as ofFebruary 8, 2000, by and among Sprint Spectrum L.P., WirelessCo, L.P.,SprintCom, Inc., Cox Communications PCS, L.P., Cox PCS License, LLC,Sprint Communications Company, L.P. and Texas Telecommunications, LP(successor in interest to Alamosa PCS, LLC), filed as Exhibit 10.31 toForm 10-K of Alamosa Holdings, Inc., for the year ended December 31,2000, which exhibit is incorporated herein byreference. |
| 10.22                     |  | Addendum III to Sprint PCSManagement Agreement, dated as of April 25, 2000 and effective as ofMarch 15, 2000, by and among Sprint Spectrum L.P., WirelessCo, L.P.,SprintCom, Inc., Cox Communications PCS, L.P., Cox PCS License, LLC,Sprint Communications Company, L.P. and Texas Telecommunications, LP(successor in interest to Alamosa PCS, LLC), filed as Exhibit 10.32 toForm 10-K of Alamosa Holdings, Inc. for the year ended December 31,2000, which exhibit is incorporated herein byreference.     |
| 10.23                     |  | Addendum IV to Sprint PCSManagement Agreement, dated as of June 23, 2000, by and among SprintSpectrum L.P., WirelessCo, L.P., SprintCom, Inc., Sprint CommunicationsCompany, L.P., and Texas Telecommunications, LP, filed as Exhibit 10.33to Form 10-K of Alamosa Holdings, Inc. for the year ended December 31,2000, which exhibit is incorporated herein byreference.                                                                                                                                       |
| 10.24                     |  | Addendum V to Sprint PCSManagement Agreement, dated as of January 8, 2001, by and among SprintSpectrum L.P., WirelessCo, L.P., SprintCom, Inc., Cox CommunicationsPCS, L.P., Cox PCS License, LLC, Sprint Communications Company, L.P.and Texas Telecommunications, LP, filed as Exhibit 10.34 to Form 10-Kof Alamosa Holdings, Inc. for the year ended December 31, 2000, whichexhibit is incorporated herein byreference.                                                                                    |
| 10.25                     |  | Addendum VI to Sprint PCSManagement Agreement, dated as of February 14, 2001, by and amongSprint Spectrum L.P., WirelessCo, L.P., Sprint Communications Company,L.P. and Texas Telecommunications, LP, filed as Exhibit 10.35 to Form10-K of Alamosa Holdings, Inc. for the year ended December 31, 2000,which exhibit is incorporated herein byreference.                                                                                                                                                     |
| 10.26                     |  | Sprint PCS ManagementAgreement, dated as of June 8, 1998, as amended by Addenda I –VIII between Sprint Spectrum L.P., SprintCom, Inc. and Roberts WirelessCommunications, L.L.C., filed as Exhibit 10.36 to Form 10-K of AlamosaHoldings, Inc. for the year ended December 31, 2000, which exhibit isincorporated herein byreference.                                                                                                                                                                    |
| 10.27                     |  | Sprint PCS ServicesAgreement, dated as of June 8, 1998, between Sprint Spectrum L.P. andRoberts Wireless Communications, L.L.C., filed as Exhibit 10.37 to Form10-K of Alamosa Holdings, Inc. for the year ended December 31, 2000,which exhibit is incorporated herein byreference.                                                                                                                                                                                                                           |
| 10.28                     |  | Sprint Trademark andService Mark License Agreement, dated as of June 8, 1998, betweenSprint Communications Company, L.P. and Roberts WirelessCommunications, L.L.C., filed as Exhibit 10.38 to Form 10-K of AlamosaHoldings, Inc. for the year ended December 31, 2000, which exhibit isincorporated herein by reference.                                                                                                                                                                                      |
|                           |

66

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|                           |  |                                                                                                                                                                                                                                                                                                                                                                                                                       |  |  |  |  |
|---------------------------|--|-----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|--|--|--|--|
|   EXHIBITNUMBER |  | EXHIBITTITLE                                                                                                                                                                                                                                                                                                                                                                                                          |
| 10.29                     |  | SprintSpectrum Trademark and Service Mark License Agreement, dated as of June8, 1998, between Sprint Spectrum L.P. and Roberts WirelessCommunications, L.L.C., filed as Exhibit 10.39 to Form 10-K of AlamosaHoldings, Inc. for the year ended December 31, 2000, which exhibit isincorporated herein byreference.                                                                                                    |
| 10.30                     |  | Sprint PCS ManagementAgreement, dated as of January 25, 1999, as amended by Addenda I– III, between Sprint Spectrum L.P., WirelessCo, L.P. andWashington Oregon Wireless, LLC, filed as Exhibit 10.40 to Form 10-K ofAlamosa Holdings, Inc. for the year ended December 31, 2000, whichexhibit is incorporated herein byreference.                                                                              |
| 10.31                     |  | Sprint PCS ServicesAgreement, dated as of January 25, 1999, between Sprint Spectrum L.P.and Washington Oregon Wireless, LLC, filed as Exhibit 10.41 to Form10-K of Alamosa Holdings, Inc. for the year ended December 31, 2000,which exhibit is incorporated herein byreference.                                                                                                                                      |
| 10.32                     |  | Sprint Trademark andService Mark License Agreement, dated as of January 25, 1999, betweenSprint Communications Company, L.P. and Washington Oregon Wireless,LLC, filed as Exhibit 10.42 to Form 10-K of Alamosa Holdings, Inc. forthe year ended December 31, 2000, which exhibit is incorporated hereinby reference.                                                                                                 |
| 10.33                     |  | Sprint SpectrumTrademark and Service Mark License Agreement, dated as of January 25,1999, between Sprint Spectrum L.P. and Washington Oregon Wireless, LLC,filed as Exhibit 10.42 to Form 10-K of Alamosa Holdings, Inc. for theyear ended December 31, 2000, which exhibit is incorporated herein byreference.                                                                                                       |
| 10.34+                    |  | Amended andRestated 1999 Long Term Incentive Plan, filed as Exhibit 4.2 to theRegistration Statement on Form S-8, dated January 10, 2003(Registration No. 333- 102460) of Alamosa Holdings, Inc., which exhibitis incorporated herein byreference.                                                                                                                                                                    |
| 10.35+                    |  | Amended andRestated Alamosa Holdings, Inc. Employee Stock Purchase Plan, filed asExhibit 10.61 to the Form 10-Q of Alamosa Holdings, Inc. for thequarterly period ended June 30, 2002, which exhibit is incorporatedherein by reference.                                                                                                                                                                              |
| 10.36                     |  | Addendum VI toSprint PCS Management Agreement (Wisconsin), dated as of March 30,2001, by and among Sprint Spectrum L.P., WirelessCo, L.P., SprintCommunications Company, L.P. and Alamosa Wisconsin Limited Partnership,filed as Exhibit 10.45 to the Registration Statement on Form S-4, datedMay 9, 2001 (Registration No. 333-60572) of Alamosa (Delaware), Inc.,which exhibit is incorporated herein byreference. |
| 10.37                     |  | Addendum VII to Sprint PCSManagement Agreement, dated as of March 30, 2001, by and among SprintSpectrum L.P., WirelessCo, L.P., Sprint Communications Company, L.P.and Texas Telecommunications LP, filed as Exhibit 10.46 to theRegistration Statement on Form S-4, dated May 9, 2001 (Registration No.333-60572), of Alamosa (Delaware), Inc., which exhibit is incorporatedherein by reference.                    |
| 10.38                     |  | Addendum IX toSprint PCS Management Agreement, dated as of March 30, 2001, by andamong Sprint Spectrum L.P., WirelessCo, L.P., Sprint CommunicationsCompany, L.P. and Roberts Wireless Communications, filed as Exhibit10.47 to the Registration Statement on Form S-4, dated May 9, 2001(Registration No. 333-60572), of Alamosa (Delaware), Inc., whichexhibit is incorporated herein byreference.                  |
| 10.39                     |  | Addendum IV to Sprint PCSManagement Agreement, dated as of March 30, 2001, by and among SprintSpectrum L.P., WirelessCo, L.P., Sprint Communications Company, L.P.and Washington Oregon Wireless, LLC, filed as Exhibit 10.48 to theRegistration Statement on Form S-4, dated May 9, 2001 (Registration No.333-60572), of Alamosa (Delaware), Inc., which exhibit is incorporatedherein by reference.                 |
|                           |

67

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|                           |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    |  |  |  |  |
|---------------------------|--|----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|--|--|--|--|
|   EXHIBITNUMBER |  | EXHIBITTITLE                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       |
| 10.40                     |  | SprintPCS Amended and Restated Management Agreement, dated March 30, 2001, asamended by Addendum IV, by and between Sprint Spectrum, L.P.,SprintCom, Inc., WirelessCo, L.P., Sprint Communications Company, L.P.,and Southwest PCS, L.P., filed as Exhibit 10.49 to the RegistrationStatement on Form S-4, dated May 9, 2001 (Registration No. 333-60572)of Alamosa (Delaware), Inc., which exhibit is incorporated herein byreference.                                                                                                            |
| 10.41                     |  | Sprint PCS ServicesAgreement, dated July 10, 1998, between Sprint Spectrum L.P. andSouthwest PCS, L.P., filed as Exhibit 10.50 to the RegistrationStatement on Form S-4, dated May 9, 2001 (Registration No. 333-60572)of Alamosa (Delaware), Inc., which exhibit is incorporated herein byreference.                                                                                                                                                                                                                                              |
| 10.42                     |  | Sprint Trademark andService Mark License Agreement, dated July 10, 1998, between SprintCommunications Company, L.P. and Southwest PCS, L.P., filed as Exhibit10.51 to the Registration Statement on Form S-4, dated May 9, 2001(Registration No. 333-60572) of Alamosa (Delaware), Inc., which exhibitis incorporated herein byreference.                                                                                                                                                                                                          |
| 10.43                     |  | Sprint Spectrum Trademarkand Service Mark License Agreement, dated July 10, 1998, between SprintSpectrum L.P. and Southwest PCS, L.P., filed as Exhibit 10.52 to theRegistration Statement on Form S-4, dated May 9, 2001 (Registration No.333-60572) of Alamosa (Delaware), Inc., which exhibit is incorporatedherein by reference.                                                                                                                                                                                                               |
| 10.44                     |  | Addendum VI toSprint PCS Management Agreement and Sprint PCS Services Agreement,dated as of September 12, 2003, by and among Sprint Spectrum L.P.,WirelessCo, L.P., Sprint Communications Company L.P. and WashingtonOregon Wireless, LLC, filed as Exhibit 10.2 to Form 10-Q of AlamosaHoldings, Inc. for the quarterly period ended September 30, 2003, whichexhibit is incorporated herein byreference.                                                                                                                                         |
| 10.45                     |  | Addendum X to Sprint PCSManagement Agreement and Sprint PCS Services Agreement, dated as ofSeptember 12, 2003, by and among Sprint Spectrum L.P., WirelessCo,L.P., Sprint Communications Company L.P. and Texas TelecommunicationsLP, filed as Exhibit 10.3 to Form 10-Q of Alamosa Holdings, Inc. forthe quarterly period ended September 30, 2003, which exhibit isincorporated herein byreference.                                                                                                                                              |
| 10.46                     |  | Addendum V to Sprint PCSManagement Agreement and Sprint PCS Services Agreement, dated as ofSeptember 12, 2003, by and among Sprint Spectrum L.P., WirelessCo,L.P., Sprint Communications Company L.P. and Southwest PCS, L.P., filedas Exhibit 10.4 to Form 10-Q of Alamosa Holdings, Inc. for thequarterly period ended September 30, 2003, which exhibit isincorporated herein byreference.                                                                                                                                                      |
| 10.47                     |  | Addendum IX to Sprint PCSManagement Agreement and Sprint PCS Services Agreement, dated as ofSeptember 12, 2003, by and among Sprint Spectrum L.P., WirelessCo,L.P., Sprint Communications Company L.P. and Alamosa Wisconsin LimitedPartnership, filed as Exhibit 10.5 to Form 10-Q of Alamosa Holdings,Inc. for the quarterly period ended September 30, 2003, which exhibitis incorporated herein byreference.                                                                                                                                   |
| 10.48                     |  | Addendum X to Sprint PCSManagement Agreement and Sprint PCS Services Agreement, dated as ofSeptember 12, 2003, by and among Sprint Spectrum L.P., WirelessCo,L.P., Sprint Communications Company L.P. and Alamosa Missouri, LLC,filed as Exhibit 10.6 to Form 10-Q of Alamosa Holdings, Inc. for thequarterly period ended September 30, 2003, which exhibit isincorporated herein byreference.                                                                                                                                                    |
| 10.49                     |  | Settlement Agreement andMutual Release, dated as of September 12, 2003, by and among SprintSpectrum L.P., SprintCom, Inc., Sprint Communications Company L.P.,WirelessCo, L.P., Alamosa Holdings, Inc., Alamosa (Delaware), Inc.,Alamosa Missouri, LLC, Southwest PCS, L.P., Washington Oregon WirelessLLC, Alamosa Wisconsin Limited Partnership and Texas TelecommunicationsLP, Filed as Exhibit 10.7 to Form 10-Q of Alamosa Holdings, Inc. forthe quarterly period ended September 30, 2003, which exhibit isincorporated herein by reference. |
|                           |

68

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|                           |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                            |  |  |  |  |
|---------------------------|--|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|--|--|--|--|
|   EXHIBITNUMBER |  | EXHIBITTITLE                                                                                                                                                                                                                                                                                                                                                                                                                                               |
| 10.50+                    |  | Amendmentto the Amended and Restated Alamosa Holdings, Inc. Employee StockPurchase Plan, filed as Exhibit 10.8 to Form 10-Q of Alamosa Holdings,Inc. for the quarterly period ended September 30, 2003, which exhibitis incorporated herein byreference.                                                                                                                                                                                                   |
| 10.51                     |  | Addendum VII to Sprint PCSManagement Agreement and Sprint PCS Services Agreement, dated March 26,2004, by and among Sprint Spectrum L.P., WirelessCo, L.P., SprintCommunications Company L.P. and Washington Oregon Wireless, LLC, filedas Exhibit 10.61 to the Registration Statement on Form S-4, dated April19, 2004 (Registration No. 333-114592), of Alamosa (Delaware), Inc.,which exhibit is incorporated herein byreference.                       |
| 10.52                     |  | Addendum XI to Sprint PCSManagement Agreement and Sprint PCS Services Agreement, dated March 26,2004, by and among Sprint Spectrum L.P., WirelessCo, L.P., SprintCommunications Company L.P. and Texas Telecommunications LP, filed asExhibit 10.62 to the Registration Statement on Form S-4, dated April19, 2004 (Registration No. 333-114592), of Alamosa (Delaware), Inc.,which exhibit is incorporated herein byreference.                            |
| 10.53                     |  | Addendum VI to Sprint PCSManagement Agreement and Sprint PCS Services Agreement, dated March 26,2004, by and among Sprint Spectrum L.P., SprintCom, Inc., WirelessCo,L.P., Sprint Communications Company L.P. and Southwest PCS, L.P., filedas Exhibit 10.63 to the Registration Statement on Form S-4, dated April19, 2004 (Registration No. 333-114592), of Alamosa (Delaware), Inc.,which exhibit is incorporated herein byreference.                   |
| 10.54                     |  | Addendum X to Sprint PCSManagement Agreement and Sprint PCS Services Agreement, dated March 26,2004, by and among Sprint Spectrum L.P., WirelessCo, L.P., SprintCommunications Company L.P. and Alamosa Wisconsin Limited Partnership,filed as Exhibit 10.64 to the Registration Statement on Form S-4, datedApril 19, 2004 (Registration No. 333-114592), of Alamosa (Delaware),Inc., which exhibit is incorporated herein byreference.                   |
| 10.55                     |  | Addendum XI to Sprint PCSManagement Agreement and Sprint PCS Services Agreement, dated March 26,2004 by and among Sprint Spectrum L.P., WirelessCo, L.P., SprintCommunications Company L.P. and Alamosa Missouri, LLC, filed as Exhibit10.65 to the Registration Statement on Form S-4, dated April 19, 2004(Registration No. 333-114592), of Alamosa (Delaware), Inc., whichexhibit is incorporated herein byreference.                                   |
| 10.56+                    |  | Second Amendedand Restated Alamosa Holdings, Inc. Employee Stock Purchase Plan filedas Exhibit 10.39 to Amendment No. 1 to the Registration Statement ofForm S-4, dated July 14, 2004 (Registration No. 333-114592), of Alamosa(Delaware), Inc., which exhibit is incorporated herein byreference.                                                                                                                                                         |
| 10.57                     |  | Addendum VIII to Sprint PCSManagement Agreement and Sprint PCS Services Agreement, dated June 14,2004, by and among Sprint Spectrum L.P., WirelessCo, L.P., SprintCommunications Company L.P. and Washington Oregon Wireless, LLC, filedas Exhibit 10.65 to Amendment No. 1 to the Registration Statement onForm S-4, dated July 14, 2004 (Registration No. 333-114592), of Alamosa(Delaware), Inc., which exhibit is incorporated herein byreference.     |
| 10.58                     |  | Addendum XII to Sprint PCSManagement Agreement and Sprint PCS Services Agreement, dated June 14,2004, by and among Sprint Spectrum L.P., WirelessCo, L.P., SprintCommunications Company L.P. and Texas Telecommunications LP, filed asExhibit 10.66 to Amendment No. 1 to the Registration Statement on FormS-4, dated July 14, 2004 (Registration No. 333-114592), of Alamosa(Delaware), Inc., which exhibit is incorporated herein byreference.          |
| 10.59                     |  | Addendum VII to Sprint PCSManagement Agreement and Sprint PCS Services Agreement, dated June 14,2004, by and among Sprint Spectrum L.P., SprintCom, Inc., WirelessCo,L.P., Sprint Communications Company L.P. and Southwest PCS, L.P., filedas Exhibit 10.67 to Amendment No. 1 to the Registration Statement onForm S-4, dated July 14, 2004 (Registration No. 333-114592), of Alamosa(Delaware), Inc., which exhibit is incorporated herein byreference. |
|                           |

69

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|                           |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                            |  |  |  |  |
|---------------------------|--|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|--|--|--|--|
|   EXHIBITNUMBER |  | EXHIBITTITLE                                                                                                                                                                                                                                                                                                                                                                                                                                               |
| 10.60                     |  | AddendumXI to Sprint PCS Management Agreement and Sprint PCS ServicesAgreement, dated June 14, 2004, by and among Sprint Spectrum L.P.,WirelessCo, L.P., Sprint Communications Company L.P. and AlamosaWisconsin Limited Partnership, filed as Exhibit 10.68 to AmendmentNo.  1 to the Registration Statement on Form S-4, dated July 14,2004 (Registration No. 333-114592), of Alamosa (Delaware), Inc., whichexhibit is incorporated herein byreference. |
| 10.61                     |  | Addendum XII to Sprint PCSManagement Agreement and Sprint PCS Services Agreement, dated June 14,2004 by and among Sprint Spectrum L.P., WirelessCo, L.P., SprintCommunications Company L.P. and Alamosa Missouri, LLC, filed as Exhibit10.69 to Amendment No. 1 to the Registration Statement on Form S-4,dated July 14, 2004 (Registration No. 333-114592), of Alamosa(Delaware), Inc., which exhibit is incorporated herein byreference.                 |
| 10.62+                    |  | EmploymentAgreement, dated as of January 1, 2005, by and between AlamosaHoldings, Inc. and David E. Sharbutt, filed as Exhibit 10.1 to thecurrent report on Form 8-K of Alamosa Holdings, Inc., dated December30, 2004, which exhibit is incorporated herein byreference.                                                                                                                                                                                  |
| 10.63+                    |  | EmploymentAgreement, dated as of January 1, 2005, by and between Alamosa andKendall Cowan filed as Exhibit 10.2 to the current report on Form 8-Kof Alamosa Holdings, Inc., dated December 30, 2004, which exhibit isincorporated herein byreference.                                                                                                                                                                                                      |
| 10.64+                    |  | Form ofExecutive Stock Option Agreement under Alamosa's Amended andRestated 1999 Long Term Incentive Plan, filed as Exhibit 10.3 to thecurrent report on Form 8-K of Alamosa Holdings, Inc., dated December30, 2004, which exhibit is incorporated herein byreference.                                                                                                                                                                                     |
| 10.65+                    |  | Form ofRestricted Stock Agreement under Alamosa's Amended and Restated1999 Long Term Incentive Plan, filed as Exhibit 10.4 to the currentreport on Form 8-K of Alamosa Holdings, Inc., dated December 30, 2004,which exhibit is incorporated herein byreference.                                                                                                                                                                                           |
| 10.66+                    |  | EmploymentAgreement, dated as of January 1, 2005, by and between Alamosa andMargaret Z. Couch, filed as Exhibit 10.1 to the current report on Form8-K of Alamosa Holdings, Inc., dated January 6, 2005, which exhibit isincorporated herein byreference.                                                                                                                                                                                                   |
| 10.67+                    |  | EmploymentAgreement, dated as of January 1, 2005, by and between Alamosa andAnthony Sabatino, filed as Exhibit 10.2 to the current report on Form8-K of Alamosa Holdings, Inc., dated January 6, 2005, which exhibit isincorporated herein byreference.                                                                                                                                                                                                    |
| 10.68+                    |  | EmploymentAgreement, dated as of January 1, 2005, by and between Alamosa and LoydI. Rinehart, filed as Exhibit 10.3 to the current report on Form 8-K ofAlamosa Holdings, Inc., dated January 6, 2005, which exhibit isincorporated herein byreference.                                                                                                                                                                                                    |
| 10.69+                    |  | EmploymentAgreement, dated as of January 1, 2005, by and between Alamosa andSteven Richardson, filed as Exhibit 10.4 to the current report on Form8-K of Alamosa Holdings, Inc., dated January 6, 2005, which exhibit isincorporated herein byreference.                                                                                                                                                                                                   |
| 10.70                     |  | Sprint PCS ManagementAgreement and Addenda I-III thereto, by and between SprintCom, Inc. andAirGate Wireless, L.L.C., filed as Exhibit 10.1 to the RegistrationStatement on Form S-1/A, dated June 15, 1999 (SEC File Nos.333-79189-02 and 333-79189-01)) of AirGate PCS, Inc., which exhibit isincorporated herein byreference.                                                                                                                           |
| 10.71                     |  | Assignment of Sprint PCSManagement Agreement, Sprint Spectrum Services Agreement and Trademarkand Service Mark Agreement from AirGate Wireless, L.L.C. to AirGateWireless, Inc., dated as of November 20, 1998, filed as Exhibit 10.14to the Registration Statement on Form S-1/A, dated August 9, 1999 (SECFile Nos. 333-79189-02 and 333-79189-01)) by AirGate PCS, Inc., whichexhibit is incorporated herein byreference.                               |
| 10.72                     |  | Addendum IV to Sprint PCSManagement Agreement, dated as of August 26, 1999 by and amongSprintCom, Inc., Sprint Communications Company, L.P., Sprint SpectrumL.P. and AirGate PCS, Inc., filed as Exhibit 10.1.2 to the annualreport on Form 10-K of AirGate PCS, Inc. for the year ended September30, 2000 (SEC File No. 000-27455), which exhibit is incorporated hereinby reference.                                                                     |
|                           |

70

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|                           |  |                                                                                                                                                                                                                                                                                                                                                                                                                         |  |  |  |  |
|---------------------------|--|-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|--|--|--|--|
|   EXHIBITNUMBER |  | EXHIBITTITLE                                                                                                                                                                                                                                                                                                                                                                                                            |
| 10.73                     |  | AddendumV to Sprint PCS Management Agreement, dated as of May 12, 2000 by andamong SprintCom, Inc., Sprint Communications Company, L.P. and AirGatePCS, Inc., filed as Exhibit 10.1.3 to the annual report on Form 10-K ofAirGate PCS, Inc. for the year ended September 30, 2000 (SEC File No.000-27455), which exhibit is incorporated herein byreference.                                                            |
| 10.74                     |  | Addendum VI to Sprint PCSManagement Agreement, dated as of December 8, 2000 by and amongSprintCom, Inc., Sprint Communications Company, L.P., Sprint SpectrumL.P. and AirGate PCS, Inc., filed as Exhibit 10.1.4 to the quarterlyreport on Form 10-Q of AirGate PCS, Inc. for the quarterly period endedDecember 31, 2000 (SEC File No. 000-27455), which exhibit isincorporated herein byreference.                    |
| 10.75                     |  | Addendum VII to Sprint PCSManagement Agreement, dated as of September 10, 2004 by and amongSprintCom, Inc., Sprint Communications Company, L.P., Sprint SpectrumL.P. and AirGate PCS, Inc., filed as Exhibit 10.1 to the current reporton Form 8-K of AirGate PCS, Inc., dated September 14, 2004 (SEC FileNo. 000-27455), which exhibit is incorporated herein byreference.                                            |
| 10.76                     |  | Schedule of Definitions toSprint PCS Management Agreement by and among SprintCom, Inc. andAirGate Wireless, L.L.C., filed as Exhibit 10.33 to the quarterlyreport on Form 10-Q of AirGate PCS, Inc., for the quarterly periodended March 31, 2002 (SEC File No. 000-27455), which exhibit isincorporated herein byreference.                                                                                            |
| 10.77                     |  | Sprint PCS ServicesAgreement, dated as of July 22, 1998, by and between Sprint SpectrumL.P. and AirGate Wireless, L.L.C., filed as Exhibit 10.2 to theRegistration Statement on Form S-1/A, dated June 15, 1999 (SEC FileNos. 333-79189-02 and 333-79189-01)) of AirGate PCS, Inc., whichexhibit is incorporated herein byreference.                                                                                    |
| 10.78                     |  | Sprint Spectrum Trademarkand Service Mark License Agreement, dated as of July 22, 1998, filed asExhibit 10.3 to the Registration Statement on Form S-1/A, dated June15, 1999 (SEC File Nos. 333-79189-02 and 333-79189-01)) of AirGate PCS,Inc., which exhibit is incorporated herein byreference.                                                                                                                      |
| 10.79                     |  | Sprint Trademark andService Mark License Agreement, dated as of July 22, 1998, filed asExhibit 10.4 to the Registration Statement on Form S-1/A, dated June15, 1999 (SEC File Nos. 333-79189-02 and 333-79189-01)) of AirGate PCS,Inc., which exhibit is incorporated herein byreference.                                                                                                                               |
| 10.80                     |  | Sales Agency Agreement,dated as of May 1, 2001 between Sprint Communications Company L.P. andAirGate PCS, Inc., filed as Exhibit 10.10 to the annual report on Form10-K/A of AirGate PCS, Inc. for the year ended September 30, 2002 (FileNo. 000-27455), which exhibit is incorporated herein byreference.                                                                                                             |
| 10.81                     |  | Master Site Agreement,dated as of August 6, 1998, by and between AirGate PCS, Inc. andBellSouth Carolinas PCS, L.P. and BellSouth Personal Communications,Inc., filed as Exhibit 10.5 to the Registration Statement on FormS-1/A, dated June 15, 1999 (SEC File Nos. 333-79189-02 and333-79189-01)) of AirGate PCS, Inc., which exhibit is incorporatedherein by reference.                                             |
| 10.82                     |  | Notice to AirGatePCS, Inc. of an assignment of sublease, dated as of September 20, 1999,by and between BellSouth Cellular Corp. and Crown Castle South Inc.,given pursuant to Section 16(b) of the Master Site Agreement, filed asExhibit 10.5.1 to the annual report on Form 10-K of AirGate PCS, Inc.for the year ended September 30, 2000 (SEC File No. 000-27455), whichexhibit is incorporated herein byreference. |
| 10.83                     |  | Master Tower SpaceReservation and License Agreement, dated as of February 19, 1999, byand between AGW Leasing Company, Inc. and American Tower, L.P., filedas Exhibit 10.5.2 to the annual report on Form 10-K of AirGate PCS,Inc. for the year ended September 30, 2000 (File No. 000-27455), whichexhibit is incorporated herein byreference.                                                                         |
| 10.84                     |  | Master Antenna Site LeaseNo. J50, dated as of July 20, 1999 between Pinnacle Towers Inc. and AGWLeasing Company, filed as Exhibit 10.5.3 to the annual report on Form10-K of AirGate PCS, Inc. for the year ended September 30, 2000 (FileNo. 000-27455), which exhibit is incorporated herein byreference.                                                                                                             |
|                           |

71

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|                           |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                      |  |  |  |  |
|---------------------------|--|----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|--|--|--|--|
|   EXHIBITNUMBER |  | EXHIBITTITLE                                                                                                                                                                                                                                                                                                                                                                                                                                                         |
| 10.85                     |  | CommercialReal Estate Lease, dated as of August 7, 1998 between AirGate PCS, Inc.and Perry Company of Columbia, Inc. to lease a warehouse facility,filed as Exhibit 10.7 to the Registration Statement on Form S-1/A,dated July 12, 1999 (SEC File Nos. 333-79189-02 and 333-79189-01)) ofAirGate PCS, Inc., which exhibit is incorporated herein byreference.                                                                                                       |
| 10.86                     |  | Lease Agreement, dated asof August 25, 1999 between Robert W. Bruce, Camperdown Company, Inc.and AGW Leasing Company, Inc. to lease office/warehouse space inGreenville, South Carolina, filed as Exhibit 10.7.1 to the annualreport on Form 10-K of AirGate PCS, Inc. for the year ended September30, 2000 (File No. 000-27455), which exhibit is incorporated herein byreference.                                                                                  |
| 10.87                     |  | Services Agreement, datedas of January 1, 2002 by and among AirGate PCS, Inc., AirGate ServiceCompany, Inc., iPCS, Inc. and iPCS Wireless, Inc., filed as Exhibit10.34 to the quarterly report on Form 10-Q of AirGate PSC, Inc. for thequarter ended March 31, 2002 (SEC File No. 000-27455)), which exhibitis incorporated herein byreference.                                                                                                                     |
| 10.88                     |  | First Amendment to ServicesAgreement dated February 21, 2003 by and among AirGate Service Company,Inc., AirGate PCS, Inc., iPCS Wireless, Inc. and iPCS, Inc, filed asExhibit 10.1 to the quarterly report on Form 10-Q of AirGate PCS, Inc.,for the quarter ended March 31, 2003 (File No. 000-27455), whichexhibit is incorporated herein byreference.                                                                                                             |
| 10.89                     |  | Technology LicenseAgreement, dated as of January 1, 2002, by and among AirGate PCS, Inc.,AGW Leasing Company, Inc., AirGate Service Company, Inc., AirGateNetwork Services, Inc., iPCS, Inc., iPCS Wireless, Inc. and iPCSEquipment, Inc., filed as Exhibit 10.35 to the quarterly report on Form10-Q of AirGate PCS, Inc. for the quarter ended March 31, 2002 (FileNo. 000-27455), which exhibit is incorporated herein byreference.                               |
| 10.90                     |  | Settlement Agreement andMutual Release, dated as of September 10, 2004, by and among SprintSpectrum L.P., SprintCom, Inc., Sprint Communications Company L.P., andWirelessCo, L.P., AirGate, AGW Leasing Company, Inc., AirGate NetworkServices, LLC, and AirGate Service Company, Inc., filed as Exhibit 10.2to the current report on Form 8-K of AirGate PCS, Inc. dated September14, 2004 (File No. 000-27455), which exhibit is incorporated herein byreference. |
| 21.1 *                    |  | Subsidiaries of theRegistrant.                                                                                                                                                                                                                                                                                                                                                                                                                                       |
| 23.1 *                    |  | Consent of IndependentRegistered Public Accounting Firm.                                                                                                                                                                                                                                                                                                                                                                                                             |
| 31.1*                     |  | Certification of CEO Pursuant to Section 302 of theSarbanes-Oxley Act of 2002.                                                                                                                                                                                                                                                                                                                                                                                       |
| 31.2*                     |  | Certification of CFO Pursuant to Section 302 of theSarbanes-Oxley Act of 2002.                                                                                                                                                                                                                                                                                                                                                                                       |
| 32.1*                     |  | Certification of CEO Pursuant to 18 U.S.C. Section 1350, asadopted Pursuant to Section 906 of the Sarbanes-Oxley Act of2002.                                                                                                                                                                                                                                                                                                                                         |
| 32.2 *                    |  | Certification of CFO Pursuantto 18 U.S.C. Section 1350, as adopted Pursuant to Section 906 of theSarbanes-Oxley Act of2002.                                                                                                                                                                                                                                                                                                                                          |
|                           |

|   |                                                       |
|---|-------------------------------------------------------|
| + | Exhibit is amanagement contract or compensatory plan. |

|   |                           |
|---|---------------------------|
| * | Exhibit is filedherewith. |

72

----

ALAMOSAHOLDINGS, INC.

INDEX TO FINANCIALSTATEMENTS

|                                                                                                         |  |        |      |        |  |  |
|---------------------------------------------------------------------------------------------------------|--|--------|------|--------|--|--|
| Management'sReport on Internal Control over FinancialReporting                                          |  |   | F-2  |   |
| Reportof Independent Registered Public AccountingFirm                                                   |  |   | F-3  |   |
| ConsolidatedBalance Sheets as of December 31, 2004 and December 31,2003                                 |  |   | F-5  |   |
| ConsolidatedStatements of Operations for the years ended December 31, 2004, 2003and2002                 |  |   | F-6  |   |
| ConsolidatedStatements of Stockholders' Equity for the period from December31, 2001 to December 31,2004 |  |   | F-7  |   |
| ConsolidatedStatements of Cash Flows for the years ended December 31, 2004, 2003and 2002                |  |   | F-8  |   |
| Notesto Consolidated FinancialStatements                                                                |  |   | F-9  |   |
| Reportof Independent Registered Public Accounting Firm on Financial StatementSchedule                   |  |   | F-41 |   |
| ConsolidatedValuation and QualifyingAccounts                                                            |  |   | F-42 |   |
|                                                                                                         |

F-1

----

MANAGEMENT'S REPORT ON INTERNALCONTROL OVER FINANCIAL REPORTING

Management is responsible forestablishing and maintaining adequate internal control over financialreporting and for performing an assessment of the effectiveness ofinternal control over financial reporting as of December 31, 2004.Internal control over financial reporting is a process designed toprovide reasonable assurance regarding the reliability of financialreporting and the preparation of financial statements for externalpurposes in accordance with generally accepted accounting principles.The Company's system of internal control over financial reportingincludes those policies and procedures that (i) pertain to themaintenance of records that, in reasonable detail, accurately andfairly reflect the transactions and dispositions of the assets of theCompany; (ii) provide reasonable assurance that transactions arerecorded as necessary to permit preparation of financial statements inaccordance with generally accepted accounting principles, and thatreceipts and expenditures of the Company are being made only inaccordance with authorizations of management and directors of theCompany; and (iii) provide reasonable assurance regarding prevention ortimely detection of unauthorized acquisition, use, or disposition ofthe Company's assets that could have a material effect on thefinancial statements.

Management performed an assessment of theeffectiveness of the Company's internal control over financialreporting as of December 31, 2004 based upon criteria in InternalControl – Integrated Framework issued by the Committee ofSponsoring Organizations of the Treadway Commission("COSO"). Based on our assessment, managementdetermined that the Company's internal control over financialreporting was effective as of December 31, 2004 based on the criteriain Internal Control-Integrated Framework issued by COSO.

Ourmanagement's assessment of the effectiveness of theCompany's internal control over financial reporting as ofDecember 31, 2004 has been audited by PricewaterhouseCoopers LLP, anindependent registered public accounting firm, as stated in theirreport which appears herein.

|  | /s/ DavidSharbutt |
|--|-------------------|

|  |
|--|
|  |  |  |
|  |

|  | DavidSharbuttChief Executive Officer |
|--|--------------------------------------|

|  | /s/ KendallCowan |
|--|------------------|

|  |
|--|
|  |  |  |
|  |

|  | KendallCowanChief Financial Officer |
|--|-------------------------------------|

March 2, 2005

F-2

----

REPORT OF INDEPENDENT REGISTERED PUBLICACCOUNTING FIRM

To the Board of Directors and Stockholders ofAlamosa Holdings, Inc.:

We have completed an integrated audit ofAlamosa Holdings, Inc.'s 2004 consolidated financial statementsand of its internal control over financial reporting as of December 31,2004 and audits of its 2003 and 2002 consolidated financial statementsin accordance with the standards of the Public Company AccountingOversight Board (United States). Our opinions, based on our audits, arepresented below.

Consolidated financial statements

In our opinion, the accompanying consolidated balance sheets and therelated consolidated statements of operations, stockholders'equity and cash flows present fairly, in all material respects, thefinancial position of Alamosa Holdings, Inc. and its subsidiaries (the"Company") at December 31, 2004 and 2003, andthe results of their operations and their cash flows for each of thethree years in the period ended December 31, 2004 in conformity withaccounting principles generally accepted in the United States ofAmerica. These financial statements are the responsibility of theCompany's management. Our responsibility is to express an opinionon these financial statements based on our audits. We conducted ouraudits of these statements in accordance with the standards of thePublic Company Accounting Oversight Board (United States). Thosestandards require that we plan and perform the audit to obtainreasonable assurance about whether the financial statements are free ofmaterial misstatement. An audit of financial statements includesexamining, on a test basis, evidence supporting the amounts anddisclosures in the financial statements, assessing the accountingprinciples used and significant estimates made by management, andevaluating the overall financial statement presentation. We believethat our audits provide a reasonable basis for our opinion.

Internal control over financial reporting

Also, inour opinion, management's assessment, included inManagement's Report on Internal Control Over Financial Reporting,that the Company maintained effective internal control over financialreporting as of December 31, 2004 based on criteria established inInternal Control – Integrated Framework issued by theCommittee of Sponsoring Organizations of the Treadway Commission(COSO), is fairly stated, in all material respects, based on thosecriteria. Furthermore, in our opinion, the Company maintained, in allmaterial respects, effective internal control over financial reportingas of December 31, 2004, based on criteria established in InternalControl – Integrated Framework issued by the COSO. TheCompany's management is responsible for maintaining effectiveinternal control over financial reporting and for its assessment of theeffectiveness of internal control over financial reporting. Ourresponsibility is to express opinions on management's assessmentand on the effectiveness of the Company's internal control overfinancial reporting based on our audit. We conducted our audit ofinternal control over financial reporting in accordance with thestandards of the Public Company Accounting Oversight Board (UnitedStates). Those standards require that we plan and perform the audit toobtain reasonable assurance about whether effective internal controlover financial reporting was maintained in all material respects. Anaudit of internal control over financial reporting includes obtainingan understanding of internal control over financial reporting,evaluating management's assessment, testing and evaluating thedesign and operating effectiveness of internal control, and performingsuch other procedures as we consider necessary in the circumstances. Webelieve that our audit provides a reasonable basis for ouropinions.

A company's internal control over financialreporting is a process designed to provide reasonable assuranceregarding the reliability of financial reporting and the preparation offinancial statements for external purposes in accordance with generallyaccepted accounting principles. A company's internal control overfinancial reporting includes those policies and procedures that (i)pertain to the maintenance of records that, in reasonable detail,accurately and fairly reflect the transactions and dispositions of theassets of the company; (ii) provide reasonable assurance thattransactions are recorded as necessary to permit preparation offinancial statements in accordance with generally accepted accountingprinciples, and that receipts and expenditures of the company are beingmade only in accordance with authorizations of management and directorsof the company; and (iii) provide 

F-3

----

reasonable assurance regarding prevention ortimely detection of unauthorized acquisition, use, or disposition ofthe company's assets that could have a material effect on thefinancial statements.

Because of its inherent limitations,internal control over financial reporting may not prevent or detectmisstatements. Also, projections of any evaluation of effectiveness tofuture periods are subject to the risk that controls may becomeinadequate because of changes in conditions, or that the degree ofcompliance with the policies or procedures may deteriorate.

PricewaterhouseCoopers LLP

Dallas, Texas

March 2, 2005

F-4

----

ALAMOSAHOLDINGS, INC.

CONSOLIDATED BALANCE SHEETS(Dollars inthousands, except shareamounts)

|                                                                                                                                                                 |  |             |           |         |  |        |           |         |  |  |
|-----------------------------------------------------------------------------------------------------------------------------------------------------------------|--|-------------|-----------|---------|--|--------|-----------|---------|--|--|
|                                                                                                                                                            |  | December31, |
|                                                                                                                                                            |  | 2004        |           | 2003    |
| ASSETS                                                                                                                                                          |  |
| Currentassets:                                                                                                                                                  |  |
| Cash and cashequivalents                                                                                                                                        |  | $           | 129,917   |    |  | $      | 99,644    |    |
| Restrictedcash                                                                                                                                                  |  |        | —   |    |  |   | 1         |    |
| Short terminvestments                                                                                                                                           |  |        | 50,418    |    |  |   | —   |    |
| Customeraccounts receivable,net                                                                                                                                 |  |        | 44,687    |    |  |   | 28,034    |    |
| Receivable fromSprint                                                                                                                                           |  |        | 24,809    |    |  |   | 22,947    |    |
| Interestreceivable                                                                                                                                              |  |        | 216       |    |  |   | —   |    |
| Inventory                                                                                                                                                       |  |        | 9,136     |    |  |   | 7,309     |    |
| Prepaidexpenses and otherassets                                                                                                                                 |  |        | 13,170    |    |  |   | 9,763     |    |
| Deferredcustomer acquisitioncosts                                                                                                                               |  |        | 6,337     |    |  |   | 8,060     |    |
| Deferred taxasset                                                                                                                                               |  |        | 4,230     |    |  |   | 4,572     |    |
| Totalcurrentassets                                                                                                                                              |  |        | 282,920   |    |  |   | 180,330   |    |
| Property andequipment, net                                                                                                                                      |  |        | 441,808   |    |  |   | 434,840   |    |
| Debtissuance costs,net                                                                                                                                          |  |        | 9,086     |    |  |   | 14,366    |    |
| Early redemptionoption on preferredstock                                                                                                                        |  |        | 21,387    |    |  |   | 21,687    |    |
| Intangibleassets, net                                                                                                                                           |  |        | 416,716   |    |  |   | 448,354   |    |
| Othernoncurrentassets                                                                                                                                           |  |        | 4,188     |    |  |   | 6,393     |    |
| Totalassets                                                                                                                                                     |  | $           | 1,176,105 |    |  | $      | 1,105,970 |    |
| LIABILITIES,MANDATORILY REDEEMABLE CONVERTIBLE PREFERRED STOCK ANDSTOCKHOLDERS'EQUITY                                                                           |  |
| Currentliabilities:                                                                                                                                             |  |
| Accountspayable                                                                                                                                                 |  | $           | 24,692    |    |  | $      | 25,522    |    |
| Accruedexpenses                                                                                                                                                 |  |        | 43,916    |    |  |   | 37,325    |    |
| Payable toSprint                                                                                                                                                |  |        | 35,852    |    |  |   | 34,341    |    |
| Interestpayable                                                                                                                                                 |  |        | 21,076    |    |  |   | 5,353     |    |
| Deferredrevenue                                                                                                                                                 |  |        | 22,549    |    |  |   | 22,742    |    |
| Currentinstallments of capitalleases                                                                                                                            |  |        | 110       |    |  |   | 481       |    |
| Totalcurrentliabilities                                                                                                                                         |  |        | 148,195   |    |  |   | 125,764   |    |
| Longterm liabilities:                                                                                                                                           |  |
| Capital leaseobligations                                                                                                                                        |  |        | 749       |    |  |   | 812       |    |
| Other noncurrentliabilities                                                                                                                                     |  |        | 5,835     |    |  |   | 8,693     |    |
| Deferred taxliability                                                                                                                                           |  |        | 16,362    |    |  |   | 15,966    |    |
| Seniorsecured debt                                                                                                                                              |  |        | —   |    |  |   | 200,000   |    |
| Seniornotes                                                                                                                                                     |  |        | 739,141   |    |  |   | 464,424   |    |
| Totallong termliabilities                                                                                                                                       |  |        | 762,087   |    |  |   | 689,895   |    |
| Totalliabilities                                                                                                                                                |  |        | 910,282   |    |  |   | 815,659   |    |
| Commitmentsand contingencies (see Note20)                                                                                                                       |  |        | —   |    |  |   | —   |    |
| MandatorilyRedeemable convertible preferred stock:                                                                                                              |  |
| Series Bpreferred stock, $0.01 par value and $250.00 redemption value; 750,000shares authorized; 478,987 and 679,495 shares issued and outstanding,respectively |  |        | 161,148   |    |  |   | 228,606   |    |
| SeriesC preferred stock, $0.01 par value and $250.00 redemption value;500,000 shares authorized; no sharesissued                                                |  |        | —   |    |  |   | —   |    |
| Totalredeemable convertible preferredstock                                                                                                                      |  |        | 161,148   |    |  |   | 228,606   |    |
| Stockholders'equity:                                                                                                                                            |  |
| Preferred stock, $.01 par value; 8,750,000shares authorized; no sharesissued                                                                                    |  |        | —   |    |  |   | —   |    |
| Common stock,$.01 par value; 290,000,000 shares authorized; 114,895,245 and95,401,557 shares issued and outstanding,respectively                                |  |        | 1,149     |    |  |   | 954       |    |
| Additionalpaid-incapital                                                                                                                                        |  |        | 860,425   |    |  |   | 800,992   |    |
| Accumulateddeficit                                                                                                                                              |  |        | (756,834  | )  |  |   | (739,566  | )  |
| Unearnedcompensation                                                                                                                                            |  |        | (65       | )  |  |   | (145      | )  |
| Accumulatedother comprehensive loss, net oftax                                                                                                                  |  |        | —   |    |  |   | (530      | )  |
| Totalstockholders'equity                                                                                                                                        |  |        | 104,675   |    |  |   | 61,705    |    |
| Totalliabilities and stockholders'equity                                                                                                                        |  | $           | 1,176,105 |    |  | $      | 1,105,970 |    |
|                                                                                                                                                                 |

Theaccompanying notes are an integral part of the consolidated financialstatements.

F-5

----

ALAMOSA HOLDINGS, INC.

CONSOLIDATED STATEMENTS OF OPERATIONS(Dollars inthousands, except per shareamounts)

|                                                                                                                                  |  |                       |             |         |  |        |            |         |  |        |            |         |  |  |
|----------------------------------------------------------------------------------------------------------------------------------|--|-----------------------|-------------|---------|--|--------|------------|---------|--|--------|------------|---------|--|--|
|                                                                                                                             |  | YearEnded December31, |
|                                                                                                                             |  | 2004                  |             | 2003    |  | 2002   |
| Revenues:                                                                                                                        |  |
| Subscriberrevenues                                                                                                               |  | $                     | 555,711     |    |  | $      | 452,396    |    |  | $      | 391,927    |    |
| Roamingand wholesalerevenues                                                                                                     |  |                  | 214,230     |    |  |   | 150,772    |    |  |   | 139,843    |    |
| Servicerevenues                                                                                                                  |  |                  | 769,941     |    |  |   | 603,168    |    |  |   | 531,770    |    |
| Productsales                                                                                                                     |  |                  | 33,159      |    |  |   | 27,882     |    |  |   | 23,922     |    |
| Totalrevenue                                                                                                                     |  |                  | 803,100     |    |  |   | 631,050    |    |  |   | 555,692    |    |
| Costsand expenses:                                                                                                               |  |
| Cost of service and operation(excluding non-cash compensation of $8, $14, and $4 for 2004, 2003, and2002,respectively)           |  |                  | 383,287     |    |  |   | 317,215    |    |  |   | 343,468    |    |
| Costof productssold                                                                                                              |  |                  | 76,183      |    |  |   | 59,651     |    |  |   | 50,974     |    |
| Sellingand marketing (excluding non-cash compensation of $8, $14, and $4 for2004, 2003, and 2002,respectively)                   |  |                  | 140,833     |    |  |   | 112,626    |    |  |   | 119,059    |    |
| Generaland administrative expenses (excluding non-cash compensation of $370,$508, and $21 for 2004, 2003, and 2002,respectively) |  |                  | 22,762      |    |  |   | 16,257     |    |  |   | 15,243     |    |
| Depreciationandamortization                                                                                                      |  |                  | 104,775     |    |  |   | 110,495    |    |  |   | 105,121    |    |
| Impairmentofgoodwill                                                                                                             |  |                  | —     |    |  |   | —    |    |  |   | 291,635    |    |
| Impairmentof property andequipment                                                                                               |  |                  | 3,730       |    |  |   | 2,243      |    |  |   | 1,194      |    |
| Non-cashcompensation                                                                                                             |  |                  | 386         |    |  |   | 536        |    |  |   | 29         |    |
| Totalcosts andexpenses                                                                                                           |  |                  | 731,956     |    |  |   | 619,023    |    |  |   | 926,723    |    |
| Income(loss) fromoperations                                                                                                      |  |                  | 71,144      |    |  |   | 12,027     |    |  |   | (371,031   | )  |
| Gain(loss) on derivativeinstrument                                                                                               |  |                  | (305        | )  |  |   | 2,858      |    |  |   | —    |    |
| Losson debtextinguishment                                                                                                        |  |                  | (13,101     | )  |  |   | —    |    |  |   | —    |    |
| Debtexchangeexpenses                                                                                                             |  |                  | —     |    |  |   | (8,694     | )  |  |   | —    |    |
| Interestand otherincome                                                                                                          |  |                  | 1,474       |    |  |   | 948        |    |  |   | 3,459      |    |
| Interestexpense                                                                                                                  |  |                  | (75,739     | )  |  |   | (99,914    | )  |  |   | (102,863   | )  |
| Lossbefore income tax (expense)benefit                                                                                           |  |                  | (16,527     | )  |  |   | (92,775    | )  |  |   | (470,435   | )  |
| Incometax (expense)benefit                                                                                                       |  |                  | (741        | )  |  |   | 17,929     |    |  |   | 67,086     |    |
| Netloss                                                                                                                          |  |                  | (17,268     | )  |  |   | (74,846    | )  |  |   | (403,349   | )  |
| Preferredstockdividend                                                                                                           |  |                  | (10,321     | )  |  |   | (1,770     | )  |  |   | —    |    |
| Preferredstock conversionpremium                                                                                                 |  |                  | (6,600      | )  |  |   | —    |    |  |   | —    |    |
| Netloss attributable to commonstockholders                                                                                       |  | $                     | (34,189     | )  |  | $      | (76,616    | )  |  | $      | (403,349   | )  |
| Netloss per common share, basic anddiluted                                                                                       |  | $                     | (0.32       | )  |  | $      | (0.81      | )  |  | $      | (4.33      | )  |
| Weightedaverage common shares outstanding, basic anddiluted                                                                      |  |                  | 106,226,231 |    |  |   | 94,088,853 |    |  |   | 93,048,883 |    |
|                                                                                                                                  |

Theaccompanying notes are an integral part of the consolidated financialstatements.

F-6

----

ALAMOSA HOLDINGS, INC.

CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY(Dollars in thousands, except share amounts )FOR THE PERIODFROM DECEMBER 31, 2001 TO DECEMBER 31,2004

|                                                                                                            |  |                           |          |                 |  |             |          |                           |  |                    |         |                      |  |                                   |             |        |  |        |         |        |  |        |         |         |  |        |          |         |  |        |         |         |  |        |        |         |  |        |          |         |  |  |
|------------------------------------------------------------------------------------------------------------|--|---------------------------|----------|-----------------|--|-------------|----------|---------------------------|--|--------------------|---------|----------------------|--|-----------------------------------|-------------|--------|--|--------|---------|--------|--|--------|---------|---------|--|--------|----------|---------|--|--------|---------|---------|--|--------|--------|---------|--|--------|----------|---------|--|--|
|                                                                                                       |  | ComprehensiveIncome(Loss) |          | Preferred Stock |  | CommonStock |          | AdditionalPaid-In Capital |  | AccumulatedDeficit |         | UnearnedCompensation |  | AccumulatedOtherComprehensiveLoss |             | Total  |
|                                                                                                       |  | Shares                    |          | Amount          |  | Shares      |          | Amount                    |  |
| BalanceDecember 31,2001                                                                                    |  |                      |     |            |  |        | —  |                      |  |               | — |                 |  |                              | 92,786,497  |   |  |   | 927     |   |  |   | 799,366 |    |  |   | (261,371 | )  |  |   | — |    |  |   | (936   | )  |  |   | 537,986  |    |
| Netloss                                                                                                    |  | $                         | (403,349 | )          |  |        |     |                      |  |               |    |                 |  |                              |        |   |  |   |    |   |  |   |    |    |  |   | (403,349 | )  |  |   |    |    |  |   |   |    |  |   | (403,349 | )  |
| Netchange in fair value of derivative instruments qualifying as cashflow hedges, net of tax benefit of$376 |  |                      | (614     | )          |  |        |     |                      |  |               |    |                 |  |                              |        |   |  |   |    |   |  |   |    |    |  |   |     |    |  |   |    |    |  |   | (614   | )  |  |   | (614     | )  |
| Totalcomprehensiveloss                                                                                     |  | $                         | (403,963 | )          |  |        |     |                      |  |               |    |                 |  |                              |        |   |  |   |    |   |  |   |    |    |  |   |     |    |  |   |    |    |  |   |   |    |  |   |     |    |
| Sharesissued to employee stockpurchaseplan                                                                 |  |                      |     |            |  |        |     |                      |  |               |    |                 |  |                              | 585,191     |   |  |   | 6       |   |  |   | 570     |    |  |   |     |    |  |   |    |    |  |   |   |    |  |   | 576      |    |
| Exerciseof stockoptions                                                                                    |  |                      |     |            |  |        |     |                      |  |               |    |                 |  |                              | 250         |   |  |   | 1       |   |  |   | 1       |    |  |   |     |    |  |   |    |    |  |   |   |    |  |   | 2        |    |
| Restrictedshares awarded toofficers                                                                        |  |                      |     |            |  |        |     |                      |  |               |    |                 |  |                              | 800,000     |   |  |   | 8       |   |  |   | 323     |    |  |   |     |    |  |   | (323    | )  |  |   |   |    |  |   | 8        |    |
| Amortizationof unearnedCompensation                                                                        |  |                      |     |            |  |        |     |                      |  |               |    |                 |  |                              |        |   |  |   |    |   |  |   |    |    |  |   |     |    |  |   | 29      |    |  |   |   |    |  |   | 29       |    |
| BalanceDecember 31,2002                                                                                    |  |                      |     |            |  |        | —  |                      |  |               | — |                 |  |                              | 94,171,938  |   |  |   | 942     |   |  |   | 800,260 |    |  |   | (664,720 | )  |  |   | (294    | )  |  |   | (1,550 | )  |  |   | 134,638  |    |
| Netloss                                                                                                    |  | $                         | (74,846  | )          |  |        |     |                      |  |               |    |                 |  |                              |        |   |  |   |    |   |  |   |    |    |  |   | (74,846  | )  |  |   |    |    |  |   |   |    |  |   | (74,846  | )  |
| Netchange in fair value of derivative instruments qualifying as cashflow hedges, net of tax expense of$631 |  |                      | 1,020    |            |  |        |     |                      |  |               |    |                 |  |                              |        |   |  |   |    |   |  |   |    |    |  |   |     |    |  |   |    |    |  |   | 1,020  |    |  |   | 1,020    |    |
| Totalcomprehensiveloss                                                                                     |  | $                         | (73,826  | )          |  |        |     |                      |  |               |    |                 |  |                              |        |   |  |   |    |   |  |   |    |    |  |   |     |    |  |   |    |    |  |   |   |    |  |   |     |    |
| Sharesissued to employee stockpurchaseplan                                                                 |  |                      |     |            |  |        |     |                      |  |               |    |                 |  |                              | 997,325     |   |  |   | 10      |   |  |   | 339     |    |  |   |     |    |  |   |    |    |  |   |   |    |  |   | 349      |    |
| Exerciseof stockoptions                                                                                    |  |                      |     |            |  |        |     |                      |  |               |    |                 |  |                              | 29,740      |   |  |   | — |   |  |   | 8       |    |  |   |     |    |  |   |    |    |  |   |   |    |  |   | 8        |    |
| Sharesawarded todirectors                                                                                  |  |                      |     |            |  |        |     |                      |  |               |    |                 |  |                              | 202,554     |   |  |   | 2       |   |  |   | 385     |    |  |   |     |    |  |   |    |    |  |   |   |    |  |   | 387      |    |
| Preferredstock issued in debtexchange                                                                      |  |                      |     |            |  |        | 679,495  |                      |  |               | 228,606 |                 |  |                              |        |   |  |   |    |   |  |   |    |    |  |   |     |    |  |   |    |    |  |   |   |    |  |   |     |    |
| Amortizationof unearnedcompensation                                                                        |  |                      |     |            |  |        |     |                      |  |               |    |                 |  |                              |        |   |  |   |    |   |  |   |    |    |  |   |     |    |  |   | 149     |    |  |   |   |    |  |   | 149      |    |
| BalanceDecember 31,2003                                                                                    |  |                      |     |            |  |        | 679,495  |                      |  |               | 228,606 |                 |  |                              | 95,401,557  |   |  |   | 954     |   |  |   | 800,992 |    |  |   | (739,566 | )  |  |   | (145    | )  |  |   | (530   | )  |  |   | 61,705   |    |
| Netloss                                                                                                    |  |                      |     |            |  |        |     |                      |  |               |    |                 |  |                              |        |   |  |   |    |   |  |   |    |    |  |   | (17,268  | )  |  |   |    |    |  |   |   |    |  |   | (17,268  | )  |
| Terminationof derivative instruments Qualifying as cash flowhedges                                         |  |                      |     |            |  |        |     |                      |  |               |    |                 |  |                              |        |   |  |   |    |   |  |   |    |    |  |   |     |    |  |   |    |    |  |   | 530    |    |  |   | 530      |    |
| Sharesissued to employee stockpurchaseplan                                                                 |  |                      |     |            |  |        |     |                      |  |               |    |                 |  |                              | 2,001,807   |   |  |   | 20      |   |  |   | 958     |    |  |   |     |    |  |   |    |    |  |   |   |    |  |   | 978      |    |
| Exerciseof stockoptions                                                                                    |  |                      |     |            |  |        |     |                      |  |               |    |                 |  |                              | 1,829,832   |   |  |   | 18      |   |  |   | 3,183   |    |  |   |     |    |  |   |    |    |  |   |   |    |  |   | 3,201    |    |
| Unrestrictedshares awarded todirectors                                                                     |  |                      |     |            |  |        |     |                      |  |               |    |                 |  |                              | 1,480       |   |  |   | 1       |   |  |   | 5       |    |  |   |     |    |  |   |    |    |  |   |   |    |  |   | 6        |    |
| Restrictedshares awarded todirectors                                                                       |  |                      |     |            |  |        |     |                      |  |               |    |                 |  |                              | 36,000      |   |  |   | — |   |  |   | 300     |    |  |   |     |    |  |   | (300    | )  |  |   |   |    |  |   | —  |    |
| Amortizationof unearnedcompensation                                                                        |  |                      |     |            |  |        |     |                      |  |               |    |                 |  |                              |        |   |  |   |    |   |  |   |    |    |  |   |     |    |  |   | 380     |    |  |   |   |    |  |   | 380      |    |
| Preferredstock issued in debtexchange                                                                      |  |                      |     |            |  |        | 150      |                      |  |               | 51      |                 |  |                              |        |   |  |   |    |   |  |   |    |    |  |   |     |    |  |   |    |    |  |   |   |    |  |   |     |    |
| Conversionof preferredstock                                                                                |  |                      |     |            |  |        | (200,658 | )                    |  |               | (67,509 | )               |  |                              | 15,624,569  |   |  |   | 156     |   |  |   | 73,678  |    |  |   |     |    |  |   |    |    |  |   |   |    |  |   | 73,834   |    |
| Preferredstockdividends                                                                                    |  |                      |     |            |  |        |     |                      |  |               |    |                 |  |                              |        |   |  |   |    |   |  |   | (12,091 | )  |  |   |     |    |  |   |    |    |  |   |   |    |  |   | (12,091  | )  |
| Preferredstock conversionpremium                                                                           |  |                      |     |            |  |        |     |                      |  |               |    |                 |  |                              |        |   |  |   |    |   |  |   | (6,600  | )  |  |   |     |    |  |   |    |    |  |   |   |    |  |   | (6,600   | )  |
| BalanceDecember 31,2004                                                                                    |  |                      |     |            |  |        | 478,987  |                      |  | $                  | 161,148 |                 |  |                              | 114,895,245 |   |  | $      | 1,149   |   |  | $      | 860,425 |    |  | $      | (756,834 | )  |  | $      | (65     | )  |  | $      | --     |    |  | $      | 104,675  |    |
|                                                                                                       |  |                      |     |            |  |        |     |                      |  |               |    |                 |  |                              |        |   |  |   |    |   |  |   |    |    |  |   |     |    |  |   |    |    |  |   |   |    |  |   |     |    |
|                                                                                                            |

Theaccompanying notes are an integral part of the consolidated financialstatements.

F-7

----

ALAMOSA HOLDINGS, INC.

CONSOLIDATED STATEMENTS OF CASH FLOWS(Dollars inthousands)

|                                                                                         |  |                       |          |         |  |        |         |         |  |        |          |         |  |  |
|-----------------------------------------------------------------------------------------|--|-----------------------|----------|---------|--|--------|---------|---------|--|--------|----------|---------|--|--|
|                                                                                    |  | YearEnded December31, |          |
|                                                                                    |  | 2004                  |          | 2003    |  | 2002   |
| Cashflows from operatingactivities:                                                     |  |                  |     |    |  |   |    |    |  |   |     |    |
| Netloss                                                                                 |  | $                     | (17,268  | )  |  | $      | (74,846 | )  |  | $      | (403,349 | )  |
| Adjustmentsto reconcile net loss to net cash provided by (used in) operatingactivities: |  |                  |     |    |  |   |    |    |  |   |     |    |
| Non-cashcompensation                                                                    |  |                  | 386      |    |  |   | 536     |    |  |   | 29       |    |
| Non-cashinterest expense (benefit) on derivativeinstruments                             |  |                  | 6        |    |  |   | (693    | )  |  |   | 464      |    |
| Non-cashaccretion of asset retirementobligation                                         |  |                  | 187      |    |  |   | 565     |    |  |   | —  |    |
| Non-cash(gain) loss on derivativeinstruments                                            |  |                  | 305      |    |  |   | (2,858  | )  |  |   | —  |    |
| Provisionfor baddebts                                                                   |  |                  | 12,827   |    |  |   | 13,451  |    |  |   | 40,285   |    |
| Depreciationand amortization of property andequipment                                   |  |                  | 72,685   |    |  |   | 70,428  |    |  |   | 64,702   |    |
| Amortizationof intangibleassets                                                         |  |                  | 32,090   |    |  |   | 40,067  |    |  |   | 40,419   |    |
| Amortizationof financing costs included in interestexpense                              |  |                  | 948      |    |  |   | 4,270   |    |  |   | 4,259    |    |
| Amortizationof discountedinterest                                                       |  |                  | —  |    |  |   | 329     |    |  |   | 395      |    |
| Losson debtextinguishment                                                               |  |                  | 13,101   |    |  |   | — |    |  |   | —  |    |
| Deferredtax expense(benefit)                                                            |  |                  | 741      |    |  |   | (17,929 | )  |  |   | (67,086  | )  |
| Interestaccreted on discountnotes                                                       |  |                  | 24,769   |    |  |   | 33,496  |    |  |   | 31,655   |    |
| Impairmentof property andequipment                                                      |  |                  | 3,730    |    |  |   | 2,243   |    |  |   | 1,194    |    |
| Impairmentofgoodwill                                                                    |  |                  | —  |    |  |   | — |    |  |   | 291,635  |    |
| Debtexchangeexpense                                                                     |  |                  | —  |    |  |   | 8,694   |    |  |   | —  |    |
| (Increase)decrease in, net of effects fromacquisitions:                                 |  |                  |     |    |  |   |    |    |  |   |     |    |
| Receivables                                                                             |  |                  | (31,558  | )  |  |   | (2,957  | )  |  |   | (45,236  | )  |
| Inventory                                                                               |  |                  | (1,827   | )  |  |   | 101     |    |  |   | (2,608   | )  |
| Prepaidexpenses and otherassets                                                         |  |                  | 521      |    |  |   | (1,862  | )  |  |   | (6,440   | )  |
| Increase(decrease) in, net of effects fromacquisitions:                                 |  |                  |     |    |  |   |    |    |  |   |     |    |
| Accountspayable and accruedexpenses                                                     |  |                  | 18,491   |    |  |   | (17,673 | )  |  |   | 23,105   |    |
| Netcash provided by (used in) operatingactivities                                       |  |                  | 130,134  |    |  |   | 55,362  |    |  |   | (26,577  | )  |
| Cashflows from investingactivities:                                                     |  |                  |     |    |  |   |    |    |  |   |     |    |
| Proceeds fromsale ofassets                                                              |  |                  | 427      |    |  |   | 2,645   |    |  |   | 451      |    |
| Purchasesof property andequipment                                                       |  |                  | (83,989  | )  |  |   | (38,625 | )  |  |   | (89,476  | )  |
| Purchaseof intangibleasset                                                              |  |                  | (453     | )  |  |   | — |    |  |   | —  |    |
| Netchange in short terminvestments                                                      |  |                  | (50,418  | )  |  |   | — |    |  |   | 1,300    |    |
| Changein restrictedcash                                                                 |  |                  | 1        |    |  |   | 34,724  |    |  |   | 59,968   |    |
| Other                                                                                   |  |                  | —  |    |  |   | — |    |  |   | 99       |    |
| Netcash used in investingactivities                                                     |  |                  | (134,432 | )  |  |   | (1,256  | )  |  |   | (27,658  | )  |
| Cashflows from financingactivities:                                                     |  |                  |     |    |  |   |    |    |  |   |     |    |
| Proceeds fromissuance of seniornotes                                                    |  |                  | 250,000  |    |  |   | — |    |  |   | —  |    |
| Repaymentsof borrowings under senior secureddebt                                        |  |                  | (200,000 | )  |  |   | — |    |  |   | —  |    |
| Debtissuance costscapitalized                                                           |  |                  | (8,236   | )  |  |   | (2,329  | )  |  |   | (1,351   | )  |
| Debtexchangeexpenses                                                                    |  |                  | —  |    |  |   | (8,694  | )  |  |   | —  |    |
| Preferredstockdividends                                                                 |  |                  | (10,595  | )  |  |   | — |    |  |   | —  |    |
| Preferredstock conversionpremium                                                        |  |                  | (276     | )  |  |   | — |    |  |   | —  |    |
| Stockoptionsexercised                                                                   |  |                  | 3,201    |    |  |   | 8       |    |  |   | 2        |    |
| Sharesissued to employee stock purchaseplan                                             |  |                  | 978      |    |  |   | 349     |    |  |   | 576      |    |
| Payments oncapitalleases                                                                |  |                  | (501     | )  |  |   | (1,077  | )  |  |   | (773     | )  |
| Proceedsfrom restrictedstock                                                            |  |                  | —  |    |  |   | — |    |  |   | 8        |    |
| Borrowingsunder senior secureddebt                                                      |  |                  | —  |    |  |   | — |    |  |   | 12,838   |    |
| Preferredstock issuancecosts                                                            |  |                  | —  |    |  |   | (4,352  | )  |  |   | —  |    |
| Paymentof fractional notes in debtexchange                                              |  |                  | —  |    |  |   | (104    | )  |  |   | —  |    |
| Netcash provided by (used in) financingactivities                                       |  |                  | 34,571   |    |  |   | (16,199 | )  |  |   | 11,300   |    |
| Netincrease (decrease) in cash and cashequivalents                                      |  |                  | 30,273   |    |  |   | 37,907  |    |  |   | (42,935  | )  |
| Cashand cash equivalents at beginning ofperiod                                          |  |                  | 99,644   |    |  |   | 61,737  |    |  |   | 104,672  |    |
| Cashand cash equivalents at end ofperiod                                                |  | $                     | 129,917  |    |  | $      | 99,644  |    |  | $      | 61,737   |    |
| Supplementaldisclosure - cash paid forinterest                                          |  | $                     | 34,291   |    |  | $      | 79,401  |    |  | $      | 70,890   |    |
| Supplementaldisclosure - cash paid for incometaxes                                      |  | $                     | 230      |    |  | $      | — |    |  | $      | —  |    |
| Supplementaldisclosure of non-cash investing and financingactivities:                   |  |                  |     |    |  |   |    |    |  |   |     |    |
| Capitalizedlease obligationsincurred                                                    |  | $                     | 67       |    |  | $      | 73      |    |  | $      | 613      |    |
| Changein accounts payable for purchase of property andequipment                         |  |                  | (458     | )  |  |   | 11,387  |    |  |   | (20,450  | )  |
| Assetretirement obligationscapitalized                                                  |  |                  | 212      |    |  |   | 1,248   |    |  |   | —  |    |
| Non-cashadditions of property andequipment                                              |  |                  | 1,246    |    |  |   | — |    |  |   | —  |    |
| Preferredstock issued in debtexchange                                                   |  |                  | 51       |    |  |   | 214,129 |    |  |   | —  |    |
| Earlyredemption option on preferredstock                                                |  |                  | —  |    |  |   | 18,829  |    |  |   | —  |    |
| Conversionof preferredstock                                                             |  |                  | 67,509   |    |  |   | — |    |  |   | —  |    |
|                                                                                         |

Theaccompanying notes are an integral part of the consolidated financialstatements.

F-8

----

ALAMOSAHOLDINGS, INC.

NOTES TO CONSOLIDATED FINANCIALSTATEMENTS (dollars in thousands, except asnoted)

1.     ORGANIZATIONAND BUSINESS OPERATIONS

Alamosa Holdings, Inc.("Alamosa Holdings") is a PCS Affiliate ofSprint with the exclusive right to provide wireless personalcommunications service under the Sprint brand name in a territoryencompassing approximately 15.8 million residents as of December 31,2004. Alamosa Holdings was formed in July 2000. Alamosa Holdings is aholding company and through its subsidiaries provides wireless personalcommunications services, commonly referred to as PCS, in theSouthwestern, Northwestern and Midwestern United States. Alamosa(Delaware), Inc. ("Alamosa (Delaware)"), asubsidiary of Alamosa Holdings, was formed in October 1999 under thename "Alamosa PCS Holdings, Inc." to operateas a holding company in anticipation of its initial public offering. OnFebruary 3, 2000, Alamosa (Delaware) completed its initial publicoffering. Immediately prior to the initial public offering, shares ofAlamosa (Delaware) were exchanged for Alamosa PCS LLC's("Alamosa LLC") membership interests, andAlamosa LLC became wholly owned by Alamosa (Delaware). Alamosa Holdingsand its subsidiaries are collectively referred to in these consolidatedfinancial statements as the "Company."

On December 14, 2000, Alamosa (Delaware) formed a new holdingcompany pursuant to Section 251(g) of the Delaware General CorporationLaw. In that transaction, each share of Alamosa (Delaware) wasconverted into one share of the new holding company, and the formerpublic company, which was renamed "Alamosa (Delaware),Inc." became a wholly owned subsidiary of the new holdingcompany, which was renamed "Alamosa PCS Holdings,Inc."

On February 14, 2001, Alamosa Holdings becamethe new public holding company of Alamosa PCS Holdings, Inc.("Alamosa PCS Holdings") and its subsidiariespursuant to a reorganization transaction in which a wholly ownedsubsidiary of Alamosa Holdings was merged with and into Alamosa PCSHoldings. As a result of this reorganization, Alamosa PCS Holdingsbecame a wholly owned subsidiary of Alamosa Holdings, and each share ofAlamosa PCS Holdings common stock was converted into one share ofAlamosa Holdings common stock. Alamosa Holdings' common stock isquoted on Nasdaq under the symbol "APCS."

2.     LIQUIDITY AND CAPITAL RESOURCES

Sinceinception, the Company has financed its operations through capitalcontributions from owners, through debt financing and through proceedsgenerated from public offerings of common stock. The proceeds fromthese transactions have been used to fund the build-out of theCompany's portion of the PCS network of Sprint, subscriberacquisition costs and working capital.

While the Company hasincurred substantial net losses since inception and incurred negativecash flows from operating activities through 2002, the Companygenerated approximately $130 million and $55 million of cash flows fromoperating activities for the years ended December 31, 2004 and 2003,respectively. In November 2003, the Company completed a debt exchange,as described in Note 10, that provided for approximately $238 millionof principal debt reduction.

As of December 31, 2004, theCompany had $130 million in cash and cash equivalents as well as $50million in short term investments and believes that this cash on handplus the additional liquidity that it expects to generate fromoperations will be sufficient to fund expected capital expenditures andto cover its working capital and debt service requirements (includingdividends on preferred stock) for at least the next 12 months.

As discussed in Note 22, the Company completed the acquisition ofanother PCS Affiliate of Sprint in February 2005. In connection withthat acquisition, stockholders of the acquired entity will receive cashconsideration of $100 million.

The Company's futureliquidity will be dependent on a number of factors influencing itsprojections of operating cash flows, including those related tosubscriber growth, average revenue per 

F-9

----

ALAMOSAHOLDINGS, INC.

NOTES TO CONSOLIDATED FINANCIALSTATEMENTS (Continued) (dollars in thousands, except asnoted)

user, average monthly churn and costs toacquire subscribers. Should actual results differ significantly fromthese assumptions, the Company's liquidity position could beadversely affected and it could be in a position that would require itto raise additional capital, which may or may not be available on termsacceptable to the Company, if at all, and could have a material adverseeffect on the Company's ability to achieve its intended businessobjectives.

3.     SUMMARY OF SIGNIFICANT ACCOUNTINGPOLICIES

Principles of consolidation – Theconsolidated financial statements include the accounts of the Companyand its subsidiaries. All intercompany accounts and transactions areeliminated.

Cash and cash equivalents – Cash andcash equivalents include cash, money market funds, and commercial paperwith minimal interest rate risk and original maturities of three monthsor less at the date of acquisition.

The carrying amountapproximates fair value.

Short-term investments –The Company invests in highly liquid debt instruments with strongcredit ratings. Commercial paper investments with a maturity greaterthan three months, but less than one year, at the time of purchase areconsidered to be short-term investments. The carrying amount of theinvestments approximates fair value due to their short maturity. TheCompany maintains cash and cash equivalents and short-term investmentswith certain financial institutions. The Company performs periodicevaluations of the relative credit standing of those financialinstitutions that are considered in the Company's investmentstrategy.

Inventory – Inventory consists ofhandsets and related accessories. Inventories purchased for resale arecarried at the lower of cost or market using the first-in first-outmethod. Market is determined using replacement cost which is consistentwith industry practices. The Company also performs an analysis toidentify obsolete or excess handset inventory for models that are nolonger manufactured or are technologically obsolete and records areserve, as appropriate.

Restricted cash –Restricted cash was held in escrow to secure payment on certain ofthe Company's debt obligations. The escrow requirements werefulfilled during 2003 and the remaining $1 in the consolidated balancesheet at December 31, 2003 was used in connection with the firstsemi-annual interest payment on senior notes in 2004.

Property and equipment – Property and equipment arereported at cost less accumulated depreciation. Costs incurred todesign and construct the wireless network in a market are classified asconstruction in progress. When the wireless network for a particularmarket is completed and placed into service, the related costs begin tobe depreciated. Repair and maintenance costs are charged to expense asincurred; significant renewals and betterments are capitalized. Whendepreciable assets are retired or otherwise disposed of, the relatedcosts and accumulated depreciation are removed from the respectiveaccounts, and any gains or losses on disposition are recognized inincome. Property and equipment are depreciated using the straight-linemethod based on estimated useful lives of the assets.

Assetlives are as follows:

|                                |  |           |  |  |  |  |
|--------------------------------|--|-----------|--|--|--|--|
| Buildings                      |  | 10years   |
| Network equipment              |  | 5-10years |
| Vehicles                       |  | 5years    |
| Furniture and office equipment |  | 7-10years |
|                                |

Leasehold improvements are depreciated overthe shorter of the remaining term of the lease or the estimated usefullife of the improvement.

F-10

----

ALAMOSAHOLDINGS, INC.

NOTES TO CONSOLIDATED FINANCIALSTATEMENTS (Continued) (dollars in thousands, except asnoted)

Interest is capitalized in connection withthe construction of the wireless network. The capitalized interest isrecorded as part of the asset to which it relates and will be amortizedover the asset's estimated useful life. No interest costs werecapitalized during 2004 or 2003. During 2002, approximately $265 ininterest costs were capitalized. The remaining unamortized balance ofcapitalized interest was approximately $1,536 as of December 31,2004.

Microwave relocation includes costs and the relatedobligation incurred to relocate incumbent microwave frequencies in theCompany's service area. Microwave relocation costs are amortizedon a straight-line basis over 20 years beginning upon commencement ofservices in respective markets. The amortization of microwaverelocation costs was approximately $275, $275 and $287 for the yearsended December 31, 2004, 2003 and 2002, respectively.

Software costs – In accordance with Statement ofPosition ("SOP") 98-1,"Accounting for Costs of Computer Software Developed orObtained for Internal Use," certain costs related to thedevelopment or purchase of internal-use software are capitalized andamortized over the estimated useful life of the software. During fiscal2004, 2003 and 2002, the Company capitalized approximately $440, $16and $838, respectively, in software costs under SOP 98-1, which arebeing amortized over a five-year life. The Company amortized computersoftware costs of approximately $781, $749 and $720 during 2004, 2003and 2002, respectively.

Advertising costs –Advertising costs are expensed as incurred. Advertising expensestotaled approximately $28,131, $21,669 and $26,574 during 2004, 2003and 2002, respectively.

Income taxes – TheCompany presents income taxes pursuant to Statement of FinancialAccounting Standards ("SFAS") No. 109,"Accounting for Income Taxes." SFAS No. 109uses an asset and liability approach to account for income taxes,wherein deferred taxes are provided for book and tax basis differencesfor assets and liabilities. In the event differences between thefinancial reporting basis and the tax basis of the Company'sassets and liabilities result in deferred tax assets, an evaluation ofthe probability of being able to realize the future benefits indicatedby such assets is required. A valuation allowance is provided for aportion or all of the deferred tax assets when there is sufficientuncertainty regarding the Company's ability to recognize thebenefits of the assets in future years. See Note 14.

Revenuerecognition – The Company recognizes revenue as services areperformed. Sprint handles the Company's billings and collectionsand retains 8% of billed service revenues from theCompany's subscribers and from non-Sprint wireless subscriberswho use the Company's portion of the PCS network of Sprint. Theamount retained by Sprint is recorded in Cost of Service andOperations. Revenues generated from the sale of handsets andaccessories and from roaming services provided to Sprint wirelesscustomers who are not based in the Company's territories are notsubject to the 8% charge.

Prior to July 1, 2003, theCompany deferred all customer activation fee revenue and an equalamount of customer acquisition related expenses. These deferred amountswere amortized over a three or one-year period depending on the creditclass of the respective customer, which approximates the average lifeof that customer.

Effective July 1, 2003, the Company adoptedthe accounting provisions of Emerging Issues Task Force("EITF") Abstract No. 00-21,"Accounting for Revenue Arrangements with MultipleDeliverables." Beginning July 1, 2003, the Company beganto allocate amounts charged to customers at the point of activationbetween the sale of handsets and other equipment and the sale ofwireless telecommunications services in those transactions taking placein distribution channels that are directly controlled by the Company.The amounts charged at the point of activation typically consist of theactivation fee and the retail price of the equipment sold. Thisallocation resulted in approximately 

F-11

----

ALAMOSAHOLDINGS, INC.

NOTES TO CONSOLIDATED FINANCIALSTATEMENTS (Continued) (dollars in thousands, except asnoted)

$3,016 and $1,642 in activation fees beingallocated to the sale of handsets and other equipment for the yearsended December 31, 2004 and 2003, respectively.

For the yearsended December 31, 2004, 2003 and 2002, the Company deferred $5,392,$8,300 and $11,846, respectively, of activation fee revenue andcustomer acquisition related expense. Amortization of deferredactivation fee revenue and customer acquisition related expense was$9,100, $8,970 and $7,920 for the years ended December 31, 2004, 2003and 2002, respectively. At December 31, 2004, $3,622 of the remainingdeferral was classified as long-term.

Sprint and other PCSAffiliates of Sprint, pay the Company a roaming fee for each minutethat a Sprint wireless subscriber based outside of the Company'sterritories roams on the Company's portion of the PCS network ofSprint. Revenue from these services is recognized as the services areperformed. Similarly, the Company pays roaming fees to Sprint and otherPCS Affiliates of Sprint, when the Company's subscribers roam onthe PCS network of Sprint outside of the Company's territories.These costs are recorded as a cost of service when incurred.

Product revenues, consisting of proceeds from sales of handsets andaccessories, are recorded net of an allowance for sales returns. Theallowance is estimated based on Sprint's handset return policythat allows customers to return handsets for a full refund within 14days of purchase. When handsets are returned to the Company, theCompany may be able to reissue the handsets to customers at littleadditional cost. However, when handsets are returned to Sprint forrefurbishing, the Company will receive a credit from Sprint, which willbe less than the amount the Company originally paid for the handset.The cost of products sold includes the total cost of accessories andhandsets sold through the Company's retail stores (includingsales to local indirect retailers). The cost of handsets generallyexceeds the retail sales price because the Company subsidizes the priceof handsets for competitive reasons. For handsets sold through nationalindirect retailers (such as Radio Shack, Best Buy, etc.) and otherchannels controlled by Sprint, the Company reimburses Sprint for thesubsidy incurred on such handsets activated within the Company'sterritory and this cost is reflected in selling and marketingexpenses.

Goodwill and intangible assets –Goodwill and other intangible assets have been recorded inconnection with acquisitions. Identifiable intangibles consisted of theSprint agreements and the respective subscriber bases in place at thetime of acquisition. The intangible assets related to the Sprintagreements are being amortized on a straight line basis over theremaining original term of the underlying Sprint agreements orapproximately 17.6 years. The subscriber base intangible asset wasamortized on a straight line basis over the estimated life of theacquired subscribers or approximately 3 years and became fullyamortized in 2004.

The Company adopted the provisions of SFASNo. 142, "Goodwill and Other IntangibleAssets," on January 1, 2002. SFAS No. 142 primarilyaddresses the accounting for goodwill and intangible assets subsequentto their initial recognition. The provisions of SFAS No. 142 (i)prohibit the amortization of goodwill and indefinite-lived intangibleassets, (ii) require that goodwill and indefinite-lived intangibleassets be tested annually for impairment (and in interim periods ifcertain events occur indicating that the carrying value of goodwill andindefinite-lived intangible assets may be impaired), (iii) require thatreporting units be identified for the purpose of assessing potentialfuture impairments of goodwill and (iv) remove the forty-yearlimitation on the amortization period of intangible assets that havefinite lives. As of December 31, 2001, the Company had recorded $15.9million in accumulated amortization of goodwill. Upon the adoption ofSFAS No. 142 the amortization of goodwill was discontinued. Asdiscussed in Note 7, in connection with the first annual impairmenttesting of goodwill as of July 31, 2002 the Company recorded animpairment charge of $291,635 which represented the entire carryingvalue of goodwill at the time and the Company has no recorded goodwillat December 31, 2004.

F-12

----

ALAMOSAHOLDINGS, INC.

NOTES TO CONSOLIDATED FINANCIALSTATEMENTS (Continued) (dollars in thousands, except asnoted)

Impairment of long-lived assets– If facts or circumstances indicate the possibility ofimpairment of long-lived assets, including intangibles, the Companywill prepare a projection of future operating cash flows, undiscountedand without interest. If based on this projection, the Company does notexpect to recover its carrying cost, an impairment loss equal to thedifference between the fair value of the asset and its carrying valuewill be recognized in operating income.

Stock basedcompensation – The Company has elected to follow AccountingPrinciples Board ("APB") Opinion No. 25,"Accounting for Stock Issued to Employees"and related interpretations in accounting for its employee stockoptions. The Company has implemented the disclosure-only provisions ofSFAS No. 123, "Accounting for Stock BasedCompensation." See Note 18.

For fixed stock optionsgranted under these plans, the exercise price of the option equals orexceeds the market value of the Company's common stock on thedate of grant. Accordingly, the Company does not record compensationexpense for any of the fixed stock options granted.

Thefollowing table illustrates the effects on net loss and net loss pershare had the Company applied the fair value recognition provisions ofSFAS No. 123 to its stock-based employee compensationplans:

|                                                                                                               |  |                       |         |         |  |        |         |         |  |        |          |         |  |  |
|---------------------------------------------------------------------------------------------------------------|--|-----------------------|---------|---------|--|--------|---------|---------|--|--------|----------|---------|--|--|
|                                                                                                          |  | YearEnded December31, |         |
|                                                                                                          |  | 2004                  |         | 2003    |  | 2002   |
| Netloss - asreported                                                                                          |  | $                     | (17,268 | )  |  | $      | (74,846 | )  |  | $      | (403,349 | )  |
| Add:stock-based employee compensation included in reported Net loss, net ofrelatedtax                         |  |                  | 386     |    |  |   | 536     |    |  |   | 29       |    |
| Deduct:stock-based employee compensation expense determined under fair valuemethod, net of related taxeffects |  |                  | (10,507 | )  |  |   | (8,603  | )  |  |   | (5,861   | )  |
| Netloss                                                                                                       |  |                  | (27,389 | )  |  |   | (82,913 | )  |  |   | (409,181 | )  |
| Preferredstockdividends                                                                                       |  |                  | (10,321 | )  |  |   | (1,770  | )  |  |   | —  |    |
| Preferredstock conversionpremium                                                                              |  |                  | (6,600  | )  |  |   | — |    |  |   | —  |    |
| Netloss attributable to common stockholders - proforma                                                        |  | $                     | (44,310 | )  |  | $      | (84,683 | )  |  | $      | (409,181 | )  |
| Netloss per share - asreported                                                                                |  |                  |    |    |  |   |    |    |  |   |     |    |
| Basic andDiluted                                                                                              |  | $                     | (0.32   | )  |  | $      | (0.81   | )  |  | $      | (4.33    | )  |
| Netloss per share - proforma                                                                                  |  |                  |    |    |  |   |    |    |  |   |     |    |
| Basic andDiluted                                                                                              |  | $                     | (0.42   | )  |  | $      | (0.90   | )  |  | $      | (4.40    | )  |
|                                                                                                               |

Thepro forma amounts presented above may not be representative of thefuture effects on reported net loss and net loss per share, since thepro forma compensation expense is allocated over the periods in whichoptions become exercisable, and new option awards may be granted eachyear.

Earnings (loss) per share – Basicand diluted net loss per share of common stock is computed by dividingnet loss attributable to common stockholders for each period by theweighted-average outstanding number of common shares. No conversion ofcommon stock equivalents has been assumed in the calculations since theeffect would be antidilutive (see Note 13). As a result, the number ofweighted-average outstanding common shares as well as the amount of netloss per share are the same for basic and diluted net loss per sharecalculations for all periods presented.

F-13

----

ALAMOSAHOLDINGS, INC.

NOTES TO CONSOLIDATED FINANCIALSTATEMENTS (Continued) (dollars in thousands, except asnoted)

Use of estimates – Thepreparation of financial statements in conformity with generallyaccepted accounting principles requires management to make estimatesand assumptions that affect the reported amounts of assets andliabilities and disclosure of contingent assets and liabilities on thedate of the financial statements and the reported amounts of expensesduring the period. The most significant of such estimatesinclude:

|              |                                      |
|--------------|--------------------------------------|
| •  | Allowance for uncollectibleaccounts; |

|              |                                                                                                     |
|--------------|-----------------------------------------------------------------------------------------------------|
| •  | Estimated customer life interms of amortization of deferred revenue and direct costs ofacquisition; |

|              |                                              |
|--------------|----------------------------------------------|
| •  | Lease terms for operatingand capital leases; |

|              |                                        |
|--------------|----------------------------------------|
| •  | Useful lives ofproperty and equipment; |

|              |                                                                                                              |
|--------------|--------------------------------------------------------------------------------------------------------------|
| •  | Likelihood ofrealizing benefits associated with temporary differences giving rise todeferred tax assets; and |

|              |                                 |
|--------------|---------------------------------|
| •  | Impairment oflong-lived assets. |

Actual results could differ from thoseestimates.

Concentration of risk – The Companymaintains cash and cash equivalents in accounts with financialinstitutions in excess of the amount insured by the Federal DepositInsurance Corporation. The Company monitors the financial stability ofthese institutions regularly and management does not believe there issignificant credit risk associated with deposits in excess of federallyinsured amounts.

The Company relies on Sprint to provide certainback-office functions such as billing and customer care, activation ofnew subscribers, handset logistics and technology development. ShouldSprint be unable to provide these services, the Company could benegatively impacted. See Note 15.

Derivative financialinstruments – The Company has entered into derivativefinancial instruments for the purpose of hedging specific exposures aspart of its risk management program and holds all derivatives forpurposes other than trading. Historically, the Company's use ofsuch instruments has been limited to interest rate swaps and collars.The Company uses hedge accounting as prescribed in SFAS No. 133"Accounting for Derivative Instruments and HedgingActivities" with respect to its interest rate swaps. Assuch, the fair values of these arrangements were recorded in theconsolidated balance sheet with changes in fair value being reported asa component of other comprehensive income.

The interest ratecollar arrangement did not qualify for hedge accounting under SFAS No.133 and as such, the fair value of the respective asset and liabilitywas recorded in the consolidated balance sheet with any change duringthe period being reflected in the consolidated statement ofoperations.

All interest rate swaps and collars were terminatedin 2004 and settled in cash. Remaining accumulated other comprehensiveloss was recognized in earnings upon settlement of the derivativeinstruments.

In addition to the hedging derivatives discussedabove, the Company has a derivative instrument related to the earlyredemption feature in the terms of the Series B Preferred Stock asdiscussed in Note 11. This derivative is recorded at fair value in theconsolidated balance sheet with any change during the period beingreflected in the consolidated statement of operations.

Reclassification – Certain reclassifications havebeen made to prior year amounts to conform to the current yearpresentation. These reclassifications had no effect on the results ofoperations or stockholders' equity as previously reported.

F-14

----

ALAMOSAHOLDINGS, INC.

NOTES TO CONSOLIDATED FINANCIALSTATEMENTS (Continued) (dollars in thousands, except asnoted)

Effects of recent accountingpronouncements – In December 2004, the Financial AccountingStandards Board ("FASB") issued SFAS No.123(R), "Share-Based Payment", which is arevision of SFAS No. 123 and supersedes APB Opinion No. 25. SFAS No.123(R) requires all share-based payments to employees, including grantsof employee stock options, to be valued at fair value on the date ofgrant, and to be expensed over the applicable vesting period. Pro formadisclosures of the income statement effects of share-based payments isno longer an alternative. SFAS No. 123(R) is effective for allstock-based awards granted on or after July 1, 2005. In addition,companies must also recognize compensation expense related to anyawards that are not fully vested as of July 1, 2005. Compensationexpense for the unvested awards will be measure based on the fair valueof the awards previously calculated in developing the pro formadisclosures in accordance with the provisions of SFAS No. 123. TheCompany is currently assessing the impact of adopting SFAS No. 123(R)to its consolidated results of operations.

4.     ACCOUNTS RECEIVABLE

Customer accountsreceivable – Customer accounts receivable represent amountsowed to the Company by subscribers for PCS service. Customer accountsreceivable do not bear interest.

The amounts presented in theconsolidated balance sheets are net of an allowance for uncollectibleaccounts of $5,728 and $5,983 at December 31, 2004 and 2003,respectively. Estimates are used in determining the allowance foruncollectible accounts and are based on the Company's historicalcollection experience, current trends, credit policy, a percentage ofaccounts receivable by aging category and expectations of future baddebts based on current collection activities. In determining theallowance, the Company considers historical write-offs of itsreceivables as well as historical changes in its credit policies. TheCompany also takes into consideration current trends in the creditquality of its customer base.

The following table presents thechanges in the allowance for uncollectible accounts during the yearsended December 31, 2004, 2003 and2002:

|                             |  |                       |         |         |  |        |         |         |  |        |         |         |  |  |
|-----------------------------|--|-----------------------|---------|---------|--|--------|---------|---------|--|--------|---------|---------|--|--|
|                        |  | YearEnded December31, |         |
|                        |  | 2004                  |         | 2003    |  | 2002   |
| Balanceat beginning ofyear  |  | $                     | 5,983   |    |  | $      | 8,451   |    |  | $      | 5,892   |    |
| Provisionfor baddebts       |  |                  | 12,827  |    |  |   | 13,451  |    |  |   | 40,285  |    |
| Write-offs,net ofrecoveries |  |                  | (13,082 | )  |  |   | (15,919 | )  |  |   | (37,726 | )  |
| Balanceat end ofyear        |  | $                     | 5,728   |    |  | $      | 5,983   |    |  | $      | 8,451   |    |
|                             |

Receivablefrom Sprint – Receivable from Sprint in the accompanyingconsolidated balance sheets consists of thefollowing:

|                             |  |             |         |        |  |        |        |        |  |  |  |  |  |  |
|-----------------------------|--|-------------|---------|--------|--|--------|--------|--------|--|--|--|--|--|--|
|                        |  | December31, |         |
|                        |  | 2004        |         | 2003   |  |
| Netroamingreceivable        |  | $           | 20,948  |   |  | $      | 13,071 |   |  |
| Accruedservice revenue      |  |        | 2,910   |   |  |   | 2,584  |   |  |
| Servicefee refund           |  |        | — |   |  |   | 6,418  |   |  |
| Otheramounts due fromSprint |  |        | 951     |   |  |   | 874    |   |  |
|                        |  | $           | 24,809  |   |  | $      | 22,947 |   |  |
|                             |

Netroaming receivable includes net travel revenue due from Sprint relatedto PCS subscribers based outside of the Company's licensedterritory who utilize the Company's portion of the PCS

F-15

----

ALAMOSAHOLDINGS, INC.

NOTES TO CONSOLIDATED FINANCIALSTATEMENTS (Continued) (dollars in thousands, except asnoted)

network of Sprint. The net roaming receivableis net of amounts owed to Sprint related to the Company'ssubscribers who utilize the PCS network of Sprint outside of theCompany's licensed territory. In addition, net roaming receivablealso includes amounts due from Sprint which have been collected fromother PCS providers and wholesale customers for theirsubscribers' usage of the Company's portion of the PCSnetwork of Sprint.

Accrued service revenue receivable representsthe Company's estimate of airtime usage charges that have beenearned but not billed at the end of the period.

Service feerefund due from Sprint at December 31, 2003 related to a refund of feespaid to Sprint for services such as billing and customer care. Underthe previous agreements with Sprint, these fees were determined at thebeginning of each year based on estimated costs and were adjusted basedon actual costs incurred by Sprint in providing the respectiveservices. This process changed effective December 1, 2003 under the newagreements with Sprint as discussed in Note  15.

5.     PROPERTY AND EQUIPMENT

Property andequipment consist of thefollowing:

|                              |  |             |          |         |  |        |          |         |  |  |  |  |  |  |
|------------------------------|--|-------------|----------|---------|--|--------|----------|---------|--|--|--|--|--|--|
|                         |  | December31, |          |
|                         |  | 2004        |          | 2003    |  |
| Landandbuildings             |  | $           | 12,608   |    |  | $      | 12,131   |    |  |
| Networkequipment             |  |        | 637,607  |    |  |   | 572,058  |    |  |
| Vehicles                     |  |        | 2,290    |    |  |   | 1,835    |    |  |
| Furnitureand officeequipment |  |        | 17,304   |    |  |   | 18,118   |    |  |
|                         |  |        | 669,809  |    |  |   | 604,142  |    |  |
| Accumulateddepreciation      |  |        | (245,092 | )  |  |   | (187,032 | )  |  |
| Subtotal                     |  |        | 424,717  |    |  |   | 417,110  |    |  |
| Microwaverelocationcosts     |  |        | 5,630    |    |  |   | 5,713    |    |  |
| Accumulatedamortization      |  |        | (1,349   | )  |  |   | (1,074   | )  |  |
| Subtotal                     |  |        | 4,281    |    |  |   | 4,639    |    |  |
| Constructionin progress:     |  |        |     |    |  |   |     |    |  |
| Networkequipment             |  |        | 11,717   |    |  |   | 11,338   |    |  |
| Leaseholdimprovements        |  |        | 1,093    |    |  |   | 1,753    |    |  |
| Subtotal                     |  |        | 12,810   |    |  |   | 13,091   |    |  |
| Total                        |  | $           | 441,808  |    |  | $      | 434,840  |    |  |
|                              |

Duringthe year ended December 31, 2004 and 2003, the Company recorded $3,730and $2,243, respectively, in impairments of property and equipment.Impairments were primarily related to the abandonment of certainnetwork equipment that had become technologically obsolete.

F-16

----

ALAMOSAHOLDINGS, INC.

NOTES TO CONSOLIDATED FINANCIALSTATEMENTS (Continued) (dollars in thousands, except asnoted)

6.     DEBT ISSUANCE COSTS

The Company defers direct costs associated with the issuance of longterm debt as well as the execution of amendments to loan agreements.These costs are charged to interest expense over the life of therelated debt using the effective interest method. The following tablesummarizes the activity with respect to debt issuance costs for theyears ended December 31, 2004, 2003 and2002.

|                                     |  |                               |         |         |  |        |         |         |  |        |         |         |  |  |  |  |  |  |  |  |  |  |
|-------------------------------------|--|-------------------------------|---------|---------|--|--------|---------|---------|--|--------|---------|---------|--|--|--|--|--|--|--|--|--|--|
|                                |  | Forthe year ended December31, |         |
|                                |  | 2004                          |         | 2003    |  | 2002   |         |
| BalanceJanuary1                     |  | $                             | 14,366  |    |  | $      | 33,351  |    |  | $      | 36,654  |    |  |
| Costsdeferred                       |  |                          | 8,236   |    |  |   | 2,329   |    |  |   | 1,351   |    |  |
| Amountcharged to interestexpense    |  |                          | (948    | )  |  |   | (4,599  | )  |  |   | (4,654  | )  |  |
| Costscharged in debtextinguishments |  |                          | (12,565 | )  |  |   | (17,949 | )  |  |   | — |    |  |
| Troubleddebtrestructuring           |  |                          | (3      | )  |  |   | 1,234   |    |  |   | — |    |  |
| BalanceDecember31                   |  | $                             | 9,086   |    |  | $      | 14,366  |    |  | $      | 33,351  |    |  |
|                                     |

Thecosts charged in debt extinguishments in 2004 relate to the portion ofdeferred loan costs attributable to the Senior Secured Credit Facilitythat was terminated in 2004 as discussed in Note  9. The costscharged in debt extinguishments in 2003 relate to the portion ofdeferred loan costs attributable to notes that were tendered inconnection with the November 2003 debt exchange discussed in Note 10.This amount was considered in determining the net excess of fair valuegiven to noteholders over the carrying value of debt exchanged(including deferred loan costs) which represents the $1,234 identifiedas troubled debt restructuring in the above table. The deferred costsassociated with the troubled debt restructuring were reduced in 2004due to a private exchange transaction.

7.     GOODWILLAND INTANGIBLE ASSETS

In connection with acquisitions completedduring 2001, the Company allocated portions of the respective purchaseprices to identifiable intangible assets consisting of (i) the value ofthe Sprint agreements in place at the acquired companies and (ii) thevalue of the subscriber base in place at the acquired companies. Inaddition to the identifiable intangibles, goodwill was recorded in theamount by which the purchase price exceeded the fair value of the netassets acquired including identified intangibles.

The valueassigned to the Sprint agreements is being amortized using thestraight-line method over the remaining original terms of theagreements that were in place at the time of acquisition orapproximately 17.6 years. The value assigned to the subscriber basesacquired was amortized using the straight-line method over theestimated life of the acquired subscribers or approximately 3 years andbecame fully amortized during 2004.

In September 2004, theCompany purchased the rights to additional territory from Sprint inconnection with an amendment of one of its management agreements. Thepurchase price of $467 consisted of $14 allocated to purchasedequipment and $453 allocated to the value of the Sprint agreementassociated with the territory acquired. The intangible asset related tothe Sprint agreement will be amortized over the remaining original termof the Sprint agreement at the time of purchase or approximately 14years.

The Company adopted the provisions of SFAS No. 142,"Goodwill and Other Intangible Assets," onJanuary 1, 2002. SFAS No. 142 primarily addresses the accounting forgoodwill and intangible assets subsequent to their initial recognition.The provisions of SFAS No. 142 (i) prohibit the 

F-17

----

ALAMOSAHOLDINGS, INC.

NOTES TO CONSOLIDATED FINANCIALSTATEMENTS (Continued) (dollars in thousands, except asnoted)

amortization of goodwill andindefinite-lived intangible assets, (ii) require that goodwill andindefinite-lived intangible assets be tested annually for impairment(and in interim periods if certain events occur indicating that thecarrying value may be impaired), (iii) require that reporting units beidentified for the purpose of assessing potential future impairments ofgoodwill and (iv) remove the forty year limitation on the amortizationperiod of intangible assets that have finite lives. As of December 31,2001, the Company had recorded $15.9 million in accumulatedamortization of goodwill. Upon the adoption of SFAS No. 142 theamortization of goodwill was discontinued. A purchase price allocationadjustment of $1,718 was recorded in the first quarter of 2002 whichreduced goodwill by that amount.

SFAS No. 142 requires thatgoodwill and indefinite-lived intangible assets be tested annually forimpairment using a two-step process. The first step is to identify apotential impairment by comparing the fair value of reporting units totheir carrying value and, upon adoption, must be measured as of thebeginning of the fiscal year. As of January 1, 2002, the results of thefirst step indicated no potential impairment of the Company'sgoodwill. The Company will perform this assessment annually and thefirst such assessment was done as of July 31, 2002.

The annualassessment as of July 31, 2002 was performed with the assistance of anationally recognized appraisal firm. In performing the evaluation, theappraisal firm used information from various sources including, but notlimited to, current stock price, transactions involving similarcompanies, the business plan prepared by management and current andpast operating results of the Company. The appraisal firm used acombination of the guideline transaction approach, the discounted cashflow approach and the public price approach to determine the fair valueof the Company which had been determined to be the single reportingunit. The guideline transaction approach used a sample of recentwireless service provider transactions to determine an average priceper POP and price per customer. The discounted cash flow approach usedthe projected discounted future cash flows and residual values of theCompany to determine the indicated value of invested capital. Thepublic price approach was based on the market price for theCompany's publicly traded equity securities along with anestimated premium for control. This was combined with the carryingvalue of the Company's debt securities to arrive at the indicatedvalue of invested capital. The results of this valuation indicated thatthe fair value of the reporting unit was less than the carryingamount.

Based on the indicated impairment resulting from thisvaluation, the Company proceeded to the second step of the annualimpairment testing which involves allocating the fair value of thereporting unit to its identifiable assets and liabilities as if thereporting unit had been acquired in a business combination where thepurchase price is considered to be the fair value of the reportingunit. Any unallocated purchase price is considered to be the impliedfair value of goodwill. The second step of this impairment testindicated that goodwill had no value and an impairment charge of$291,635 was recorded in the third quarter of 2002. This impairmentcharge is included as a separate line item in the consolidatedstatements of operations for the year ended December 31, 2002.

The impairment of goodwill discussed above was deemed to be a"triggering event" requiring impairmenttesting of the Company's other long-lived assets, includingintangibles, under SFAS No. 144, "Accounting for theImpairment or Disposal of Long-Lived Assets." Inperforming this test, assets are grouped according to identifiable cashflow streams and the undiscounted cash flow over the life of the assetgroup is compared to the carrying value of the asset group. Noadditional impairment was recorded as a result of this test.

Thetrends in the wireless telecommunications industry that drove theCompany's decision to launch an exchange offer for its publiclytraded debt in 2003 as discussed in Note 10 were deemed to be a"triggering event" again requiring impairmenttesting of the Company's other long-lived assets, includingintangibles. No impairment was recorded as a result of this test.

F-18

----

ALAMOSAHOLDINGS, INC.

NOTES TO CONSOLIDATED FINANCIALSTATEMENTS (Continued) (dollars in thousands, except asnoted)

Goodwill and intangible assets consistof:

|                                       |  |                  |          |                  |  |        |         |         |  |        |        |        |  |  |
|---------------------------------------|--|------------------|----------|------------------|--|--------|---------|---------|--|--------|--------|--------|--|--|
|                                  |  | December31, 2004 |          | December 31,2003 |  |
|                                  |  |             |     |             |  |   |    |    |  |   |   |   |
| Goodwill                              |  | $                | —  |             |  | $      | — |    |  |
|                                  |  |             |     |             |  |   |    |    |  |
| Intangibleassets:                     |  |             |     |             |  |   |    |    |  |
| Sprint affiliationand otheragreements |  | $                | 532,653  |             |  | $      | 532,200 |    |  |
| Accumulatedamortization               |  |             | (115,937 | )           |  |   | (85,692 | )  |  |
|                                  |  |             |     |             |  |   |    |    |  |
| Subtotal                              |  |             | 416,716  |             |  |   | 446,508 |    |  |
|                                  |  |             |     |             |  |   |    |    |  |
| Subscriberbaseacquired                |  |             | 29,500   |             |  |   | 29,500  |    |  |
| Accumulatedamortization               |  |             | (29,500  | )           |  |   | (27,654 | )  |  |
|                                  |  |             |     |             |  |   |    |    |  |
| Subtotal                              |  |             | —  |             |  |   | 1,846   |    |  |
|                                  |  |             |     |             |  |   |    |    |  |
| Intangibleassets,net                  |  | $                | 416,716  |             |  | $      | 448,354 |    |  |
|                                       |

Amortizationexpense related to intangible assets was $32,090, $40,067 and $40,419for the years ended December 31, 2004, 2003 and 2002, respectively.

Aggregate amortization expense relative to intangible assets for theperiods shown will be asfollows:

|                       |  |        |         |        |  |  |
|-----------------------|--|--------|---------|--------|--|--|
| Yearended December31, |  |   |
| 2005                  |  | $      | 30,266  |   |
| 2006                  |  |   | 30,266  |   |
| 2007                  |  |   | 30,266  |   |
| 2008                  |  |   | 30,266  |   |
| 2009                  |  |   | 30,266  |   |
| Thereafter            |  |   | 265,386 |   |
|                  |  | $      | 416,716 |   |
|                       |

8.     LEASES

Operating leases – The Company has various operatingleases, primarily related to rentals of tower sites and offices. Theseleases have original terms that range from 5 to 10 years with one ormore renewal options upon the expiration of the original term. Theleases generally provide for annual rent escalation based onpre-determined amounts or percentages. The estimated increases in rentare being recognized over the term of the leases using thestraight-line method. The lease term has been determined according tothe provisions of SFAS No. 13, "Accounting forLeases" and includes renewals in cases where renewals havebeen determined to be reasonably assured. Leasehold improvementsassociated with operating leases are capitalized and amortized over theshorter of their useful life or the respective lease term.

F-19

----

ALAMOSAHOLDINGS, INC.

NOTES TO CONSOLIDATED FINANCIALSTATEMENTS (Continued) (dollars in thousands, except asnoted)

Rental expense under operating leases was$37,702, $33,358 and $33,520 for 2004, 2003, and 2002, respectively. AtDecember 31, 2004, the aggregate minimum rental commitments undernoncancelable operating leases for the periods shown are asfollows:

|            |  |        |         |        |  |  |
|------------|--|--------|---------|--------|--|--|
| Years:     |  |   |
| 2005       |  | $      | 36,049  |   |
| 2006       |  |   | 36,628  |   |
| 2007       |  |   | 37,121  |   |
| 2008       |  |   | 37,121  |   |
| 2009       |  |   | 34,621  |   |
| Thereafter |  |   | 58,828  |   |
| Total      |  | $      | 240,368 |   |
|            |

Capitalleases – Capital leases consist of leases for rental ofretail space and switch usage. The net present value of the leases was$859 and $1,293 at December 31, 2004 and 2003, respectively, and wasincluded in property and equipment. Accumulated depreciation related tothe assets recorded under these leases was $1,118 and $812 at December31, 2004 and 2003, respectively. At December 31, 2004 the futurepayments under capital lease obligations, less imputed interest, are asfollows:

|                                                        |  |        |       |         |  |  |
|--------------------------------------------------------|--|--------|-------|---------|--|--|
| Years:                                                 |  |   |
| 2005                                                   |  | $      | 196   |    |
| 2006                                                   |  |   | 176   |    |
| 2007                                                   |  |   | 144   |    |
| 2008                                                   |  |   | 145   |    |
| 2009                                                   |  |   | 154   |    |
| Thereafter                                             |  |   | 445   |    |
| Totalminimum lease payments                            |  |   | 1,260 |    |
| Less: imputedinterest                                  |  |   | (401  | )  |
| Present value ofminimum lease payments                 |  |   | 859   |    |
| Less: currentinstallments                              |  |   | (110  | )  |
| Long-termcapital lease obligations at December 31,2004 |  | $      | 749   |    |
|                                                        |

Asset RetirementObligations – For the Company's leasedtelecommunications facilities, primarily consisting of cell sites andswitch site operating leases and operating leases for retail and officespace, the Company has adopted SFAS No. 143, "Accountingfor Asset Retirement Obligations," as of January 1, 2003.The obligations associated with the Company's operating leasesprimarily relate to the restoration of the leased sites to specifiedconditions described in the respective lease agreements. For purposesof determining the amounts recorded as asset retirement obligationsassociated with the respective leases, the Company has estimated thecosts by type of lease to be incurred upon the termination of the leasefor restoration costs, as adjusted for expected inflation. These costshave been discounted back to the origination of the lease using anappropriate discount rate to determine the amount of obligation to berecorded upon the inception of the lease. The liability is accreted upto the expected settlement amount over the life of the lease using theeffective interest method. A corresponding asset is recorded at theinception of the lease in the same amount as the asset retirementobligation. This asset is depreciated using the same method and life ofsimilar network assets or leasehold improvements. Upon the adoption ofSFAS No. 143 on January 1, 2003, the 

F-20

----

ALAMOSAHOLDINGS, INC.

NOTES TO CONSOLIDATED FINANCIALSTATEMENTS (Continued) (dollars in thousands, except asnoted)

accretion of asset retirement obligationsthrough December  31, 2002 was recorded in the amount of $402.Additionally, the accumulated depreciation of the related assets of$364 was recorded at that time.

The following table illustratesthe activity with respect to asset retirement obligations for the yearsended December 31, 2004 and2003:

|                                                            |  |                    |         |        |  |        |         |        |  |  |  |  |  |  |
|------------------------------------------------------------|--|--------------------|---------|--------|--|--------|---------|--------|--|--|--|--|--|--|
|                                                       |  | Forthe years ended |         |
|                                                       |  | December31,        |         |
|                                                       |  | 2004               |         | 2003   |  |
|                                                       |  |               |    |   |  |   |    |   |  |
| BalanceJanuary 1                                           |  | $                  | 1,813   |   |  | $      | — |   |  |
| Initialliability recorded upon adoption of SFAS No.143     |  |               | — |   |  |   | 1,213   |   |  |
| Accumulatedaccretion recorded upon adoption of SFAS No.143 |  |               | — |   |  |   | 402     |   |  |
| Initial obligationrecorded during theyear                  |  |               | 212     |   |  |   | 35      |   |  |
| Obligations settledduring theyear                          |  |               | — |   |  |   | — |   |  |
| Accretion ofobligation during theyear                      |  |               | 187     |   |  |   | 163     |   |  |
| Impact of revision inestimates                             |  |               | — |   |  |   | — |   |  |
| BalanceDecember31                                          |  | $                  | 2,212   |   |  | $      | 1,813   |   |  |
|                                                            |

9.     LONG-TERMDEBT

Long-term debt consists of thefollowing:

|                                                |  |             |         |        |  |        |         |        |  |  |  |  |  |  |
|------------------------------------------------|--|-------------|---------|--------|--|--------|---------|--------|--|--|--|--|--|--|
|                                           |  | December31, |         |
|                                           |  | 2004        |         | 2003   |  |
| **SeniorNotes:**                               |  |        |    |   |  |   |    |   |  |
| 12 7/8%Senior Discount Notes, net of discount  |  | $           | 6,293   |   |  | $      | 5,556   |   |  |
| 12% Senior Discount Notes, net ofdiscount      |  |        | 218,028 |   |  |   | 193,995 |   |  |
| 121⁄2%SeniorNotes                         |  |        | 11,600  |   |  |   | 11,600  |   |  |
| 13 5/8%Senior Notes                            |  |        | 2,325   |   |  |   | 2,475   |   |  |
| 11%SeniorNotes                                 |  |        | 250,895 |   |  |   | 250,798 |   |  |
| 81⁄2%Senior Notes                         |  |        | 250,000 |   |  |   | — |   |  |
| TotalSeniorNotes                               |  |        | 739,141 |   |  |   | 464,424 |   |  |
|                                           |  |        |    |   |  |   |    |   |  |
| **SeniorSecured CreditFacility**               |  |        | — |   |  |   | 200,000 |   |  |
| **TotalDebt**                                  |  |        | 739,141 |   |  |   | 664,424 |   |  |
| Lesscurrentmaturities                          |  |        | — |   |  |   | — |   |  |
| **Longterm debt, excluding currentmaturities** |  | $           | 739,141 |   |  | $      | 664,424 |   |  |
|                                                |

F-21

----

ALAMOSAHOLDINGS, INC.

NOTES TO CONSOLIDATED FINANCIALSTATEMENTS (Continued) (dollars in thousands, except asnoted)

**SENIOR NOTES**

12 7/8% Senior Discount Notes – The 12 7/8% Senior Discount Notes wereissued in December 1999, mature February 15, 2010, carry a coupon rateof 12 7/8% and provide for interest deferralthrough February 15, 2005. The 12 7/8% SeniorDiscount Notes will accrete to their $6,389 face amount by February 8,2005, after which, interest will be paid in cash semiannually.

12% Senior Discount Notes – The 12%Senior Discount Notes were issued in November 2003 in connection withthe debt exchange discussed in Note 10. The 12% Senior DiscountNotes mature July 31, 2009, carry a coupon rate of 12% andprovide for interest deferral through July 31, 2005. The 12%Senior Discount Notes will accrete to their $233 million face amount byJuly 31, 2005, after which, interest will be paid in cashsemiannually.

121⁄2% Senior Notes– The 121⁄2% Senior Notes wereissued in January 2001, mature February 1, 2011 and carry a coupon rateof 121⁄2%, payable semiannually on February 1and August 1.

13 5/8% Senior Notes– The 13 5/8% Senior Notes wereissued in August 2001, mature August 15, 2011 and carry a coupon rateof 13 5/8% payable semiannually on February 15and August 15.

11% Senior Notes – The11% Senior Notes were issued in November 2003 in connection withthe debt exchange discussed in Note 10. The 11% Senior Notesmature July 31, 2010 and carry a coupon rate of 11%, payablesemiannually on January 31 and July 31.

81⁄2% Senior Notes – The81⁄2% Senior Notes were issued in January 2004,mature January 31, 2012 and carry a coupon rate of81⁄2% payable semiannually on January 31 andJuly 31. The proceeds of these notes were used to permanently repay theCompany's senior secured credit facility in January 2004 asdiscussed herein and for general corporate purposes.

Significantterms of the senior notesinclude:

|              |                                                                                                                                                                                                                                        |
|--------------|----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| •  | Ranking – Thesenior unsecured obligations of Alamosa (Delaware) are equal in rightof payment to all future senior debt of Alamosa (Delaware) and seniorin right of payment to all future subordinated debt of Alamosa(Delaware). |

|              |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    |
|--------------|----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| •  | Guarantees –The senior unsecured obligations will rank equally with allexisting and future senior debt and senior to all existing and futuresubordinated debt. The obligations are fully and unconditionally,jointly and severally guaranteed on a senior subordinated, unsecuredbasis, by all the existing and any future restricted subsidiaries ofAlamosa (Delaware) with the exception of Alamosa Delaware Operations,LLC, a wholly owned subsidiary of Alamosa (Delaware). Additionally, the12 7/8% Senior Discount Notes, the121⁄2% Senior Notes and the13 5/8% Senior Notes are also guaranteed by theCompany. The financial statements of Alamosa (Delaware), Inc. andfinancial information related to its guarantor subsidiaries areincluded in Alamosa (Delaware)'s Form10-K. |

|              |                                                                                                                                                                                                    |
|--------------|----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| •  | Optional Redemption –The Company may use net proceeds of an equity offering to redeemup to 35% of the accreted value of the senior notes through thedates and at the redemption pricesbelow. |

|                         |  |                 |  |                  |         |         |  |  |  |  |  |  |  |  |
|-------------------------|--|-----------------|--|------------------|---------|---------|--|--|--|--|--|--|--|--|
|                    |  | OptionThrough   |  | Redemption Price |         |
| 12% SeniorDiscountNotes |  | July 31,2006    |  |             | 112.000 | %  |  |
| 11% SeniorNotes         |  | July 31,2007    |  |             | 111.000 | %  |  |
| 81⁄2%Senior Notes  |  | January 31,2007 |  |             | 108.500 | %  |  |
|                         |

F-22

----

ALAMOSAHOLDINGS, INC.

NOTES TO CONSOLIDATED FINANCIALSTATEMENTS (Continued) (dollars in thousands, except asnoted)

Additionally, the senior unsecuredobligations contain call options asfollows:

|            |  |                              |         |                          |  |                         |         |                        |  |                     |         |                        |  |        |         |         |  |        |         |         |  |        |         |         |  |  |  |  |  |  |
|------------|--|------------------------------|---------|--------------------------|--|-------------------------|---------|------------------------|--|---------------------|---------|------------------------|--|--------|---------|---------|--|--------|---------|---------|--|--------|---------|---------|--|--|--|--|--|--|
|       |  | RedemptionPrice              |         |
|       |  | 12 7/8%Senior Discount Notes |         | 12% SeniorDiscount Notes |  | 121⁄2% SeniorNotes |         | 13 5/8% SeniorNotes    |  | 11% SeniorNotes     |         | 81⁄2% SeniorNotes |  |
|       |  | Year EndingFebruary 15,      |         | Year Ending July 31,     |  | Year EndingJanuary 31,  |         | Year Ending August 15, |  | YearEnding July 31, |         | Year Ending January31, |  |
| 2006       |  |                         | 106.438 | %                   |  |                    | 106.000 | %                 |  |                | N/A     |                   |  |   | N/A     |    |  |   | N/A     |    |  |   | N/A     |    |  |
| 2007       |  |                         | 104.292 | %                   |  |                    | 103.000 | %                 |  |                | 106.250 | %                 |  |   | 106.813 | %  |  |   | 105.500 | %  |  |   | N/A     |    |  |
| 2008       |  |                         | 102.146 | %                   |  |                    | 101.500 | %                 |  |                | 104.167 | %                 |  |   | 104.542 | %  |  |   | 102.750 | %  |  |   | 104.250 | %  |  |
| 2009       |  |                         | 100.000 | %                   |  |                    | 100.000 | %                 |  |                | 102.083 | %                 |  |   | 102.271 | %  |  |   | 101.375 | %  |  |   | 102.125 | %  |  |
| Thereafter |  |                         | 100.000 | %                   |  |                    | 100.000 | %                 |  |                | 100.000 | %                 |  |   | 100.000 | %  |  |   | 100.000 | %  |  |   | 100.000 | %  |  |
|            |

|              |                                                                                                                                                                                                                                                                                                                                                                                                            |
|--------------|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| •  | Changeof Control – Upon a change of control as defined by therespective offerings, the Company will be required to make an offer topurchase the notes at a price equal to 101% of the accretedvalue for the 12 7/8% Senior Discount Notes and12% Senior Discount Notes and 101% of the face amount forthe 121⁄2% Senior Notes,13 5/8% Senior Notes, 11% Senior Notesand 81⁄2% SeniorNotes. |

|              |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      |
|--------------|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| •  | Restrictive Covenants –The indentures governing the 12% senior discount notes, the11% senior notes and the 81⁄2% seniornotes contain covenants that, among other things and subject toimportant exceptions, limit our ability and the ability of oursubsidiaries to incur additional debt, issue preferred stock, paydividends, redeem capital stock or make other restricted payments orinvestments as defined by the indentures, create liens on assets,merge, consolidate or dispose of assets, or enter into transactionswith affiliates and change lines of business. The indentures containcross-default provisions relative to other material indebtedness. Theindentures governing the 12 7/8% senior discountnotes, the 121⁄2% senior notes and the11 5/8% senior notes, contain no covenantprotection with the exception of the restriction on assetsales. |

|              |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        |
|--------------|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| •  | Security Agreement –Concurrently with the closing of the121⁄2% Senior Notes, Alamosa (Delaware)deposited $59.0 million with the collateral agent, to secure on a prorata basis the payment obligations of Alamosa (Delaware) under the121⁄2% Senior Notes and the12 7/8% Senior Discount Notes. The amountdeposited in the security account, together with the proceeds from theinvestment thereof, will be sufficient to pay when due the first fourinterest payments on the 121⁄2% Senior Notes.Funds will be released from the security account to make interestpayments on the 121⁄2% Senior Notes or the12 7/8% Senior Discount Notes as they becomedue, so long as there does not exist an event of default with respectto the 121⁄2% Senior Notes or the12 7/8% Senior Discount Notes. Approximately$39.1 million of the proceeds of the 13 5/8%Notes Offering were similarly used to establish a security account tosecure on a pro rata basis the payment obligations under the13 5/8% Senior Notes, the121⁄2% Senior Notes and the12 7/8% Senior Discount Notes. As of December31, 2004, all of these escrowed funds had been used for interestpayments. |

F-23

----

ALAMOSAHOLDINGS, INC.

NOTES TO CONSOLIDATED FINANCIALSTATEMENTS (Continued) (dollars in thousands, except asnoted)

**SENIOR SECUREDOBLIGATIONS**

Senior Secured Credit Facility– On February 14, 2001, Alamosa Holdings, Alamosa (Delaware)and Alamosa Holdings, LLC, as borrower, entered into a $280 millionsenior secured credit facility (the "Senior Secured CreditFacility") with Citicorp USA, as administrative agent andcollateral agent; Toronto Dominion (Texas), Inc., as syndication agent;EDC as co-documentation agent; First Union National Bank, asdocumentation agent, and a syndicate of banking and financialinstitutions. On March 30, 2001, the Senior Secured Credit Facility wasamended to increase the facility to $333 million in relation to theacquisition of Southwest. The Senior Secured Credit Facility was againamended in August 2001 concurrent with the issuance of the13 5/8% Senior Notes to reduce the maximumborrowing to $225 million consisting of a 7-year senior secured12-month delayed draw term loan facility of $200 million and a 7-yearsenior secured revolving credit facility in an aggregate principalamount of up to $25 million.

The weighted average interest rateon the outstanding borrowings under this facility at December31, 2004 was 4.69%. Alamosa Holdings, LLC was also required topay quarterly in arrears a commitment fee on the unfunded portion ofthe commitment of each lender. The Company entered into derivativehedging instruments to hedge a portion of the interest rate riskassociated with borrowings under the Senior Secured Credit Facility asdiscussed in Note 19.

As of December 31, 2003, Alamosa Holdings,LLC had drawn $200 million under the term portion of the Senior SecuredCredit Facility. In connection with the issuance of the81⁄2% Senior Notes discussed above, a portionof the proceeds from that issuance was used to permanently repay theadvances outstanding under the Senior Secured Credit Facility and thefacility was terminated in January 2004.

10.    DEBTEXCHANGE

In an effort to proactively manage its capitalstructure and align it with operating trends in the wirelesstelecommunications industry, the Company launched an offer to exchangeits publicly traded debt on September 12, 2003. The offer, as amendedon October 15, 2003 (as so amended, the "ExchangeOffer"), sought to exchange all of the Company'sexisting 12 7/8% Senior Discount Notes,121⁄2% Senior Notes and13 5/8% Senior Notes for a combination of newnotes and convertible Alamosa Holdings preferred stock. The ExchangeOffer was successful and closed on November 10, 2003.

Holders ofthe 12 7/8% Senior Discount Notes due 2010 (the"Discount Notes") who tendered their DiscountNotes received, for each $1 accreted amount of the Discount Notestendered, as of the expiration of the Exchange Offer, (1) $0.65 inoriginal issue amount of new 12% Senior Discount Notes due 2009(the "New Discount Notes") and (2) one shareof Series B Convertible Preferred Stock of Alamosa Holdings with aliquidation preference of $250 per share (the "PreferredStock").

Holders of the121⁄2% Senior Notes due 2011 and the13 5/8% Senior Notes due 2010 (collectively, the"Old Cash Pay Notes" and, together with theDiscount Notes, the "Old Notes") who tenderedtheir Old Cash Pay Notes received, for each $1 principal amount of theOld Cash Pay Notes tendered, (1) $0.65 in principal amount of new11% Senior Notes due 2010 (the "New Cash PayNotes" and together with the New Discount Notes, the"New Notes") and (2) one share of PreferredStock.

Fractional shares of Preferred Stock were not issuedunder the Exchange Offer and New Notes were issued only indenominations that are integral multiples of $1. With respect to anyholder of Old Notes who would otherwise have received a fractionalshare of Preferred Stock or New Notes in an amount that was not anintegral multiple of $1, the Company substituted a cash payment equalto the liquidation preference allocable to the fractional share ofPreferred Stock or the amount by which the amount of New Notes wasreduced. The total of these fractional payments was $104.

F-24

----

ALAMOSAHOLDINGS, INC.

NOTES TO CONSOLIDATED FINANCIALSTATEMENTS (Continued) (dollars in thousands, except asnoted)

Upon the expiration and closing of theexchange Offer on November 10, 2003, the Company had received tendersfrom existing noteholders amounting to $343.6 million or 98 percent ofthe Discount Notes, $238.4 million or 95 percent of the121⁄2% Senior Notes and $147.5 million or 98percent of the 13 5/8% Senior Notes. Theconsummation of the Exchange Offer was accounted for under theprovisions of SFAS No. 15, "Accounting by Debtors andCreditors for Troubled Debt Restructurings." In accordancewith the provisions of SFAS No. 15, the New Notes and Preferred Stockwere recorded at fair value. The excess of the fair value of the NewNotes and Preferred Stock over the carrying value of the existing debttendered by noteholders of $1,234 has been recorded in debt issuancecosts and will be amortized to interest expense over the life of theNew Notes due to the fact that the total cash flows associated with theNew Notes exceeds the carrying value of the Old Notes. The net excessfair value of consideration of $1,234 discussed herein is comprised ofdebt issuance costs related to the notes that were tendered in theamount of $17,949 reduced by deferred future cash interest payments onthe New Notes in the amount of $16,715. The net amount is included indebt issuance costs in the consolidated balance sheet and will beamortized as an adjustment to interest expense related to the New Notesover the life of the New Notes using the effective interest method.

In contemplation of the Exchange Offer, Alamosa (Delaware), onSeptember 11, 2003, amended the terms of the respective indenturesgoverning its existing 12 7/8% Senior DiscountNotes, 121⁄2% Senior Notes and13 5/8% Senior Notes to add Alamosa Holdings asa guarantor under the indentures. The Company further amended theindentures governing these notes on October 29, 2003, after receivingthe requisite consents from the holders of the notes, to eliminatesubstantially all covenant protection under such indentures.

11.    MANDATORILY REDEEMABLE CONVERTIBLE PREFERRED STOCK

In connection with the debt exchange completed in November 2003, asdiscussed in Note 10, the Company issued 679,495 shares of Series BPreferred Stock to noteholders who tendered their notes in theexchange. Holders of the Series B Preferred Stock are entitled toreceive cumulative dividends at an annual rate of71⁄2% of the $250 per share liquidationpreference. Dividends are payable quarterly in arrears on the lastcalendar day of each January, April, July and October. Until July 31,2008, the Company has the option to pay dividends in (1) cash, (2)shares of Alamosa Holdings Series C Preferred Stock, (3) shares ofAlamosa Holdings common stock or (4) a combination thereof. After July31, 2008, all dividends are payable in cash only. Holders of the SeriesB Preferred Stock are entitled to participate in any dividends declaredon Alamosa Holdings common stock based on the number of common sharesthe Series B Preferred Stock could be converted into immediately priorto the declaration of the common stock dividend. The Series C PreferredStock has essentially the same terms as the Series B Preferred Stockwith the exception of the conversion rate, as discussed below.

Each share of Series B Preferred Stock and Series C Preferred Stockis convertible at the holder's option and at any time into sharesof Alamosa Holdings Common Stock. The Series B Preferred Stock isconvertible at $3.40 per share and the Series C Preferred Stock isconvertible at $4.25 per share.

Beginning on the thirdanniversary of the date of original issuance of the Series B or SeriesC Preferred Stock, the Company has the option to redeem outstandingpreferred shares for cash. The initial redemption price is 125 percentof the $250 per share liquidation preference, reduced by 5 percentannually thereafter until 2011 after which time the redemption priceremains at 100 percent. All outstanding Series B and Series C PreferredStock must be redeemed by the Company on July 31, 2013.

Inaccordance with the provisions of SFAS No. 149, "Amendmentof Statement 133 on Derivative Instruments and HedgingActivities," this option to redeem outstanding preferredshares for cash 

F-25

----

ALAMOSAHOLDINGS, INC.

NOTES TO CONSOLIDATED FINANCIALSTATEMENTS (Continued) (dollars in thousands, except asnoted)

represents a derivative instrument that mustbe bifurcated and accounted for separately as the early redemptioncould potentially double a holder's return on the preferredshares. As a result, an asset was recorded in connection with thisearly redemption option in November 2003 in the amount of $18.8 millionwhich represented the fair value of the option upon the issuance of thepreferred shares as determined by an independent valuationprofessional. This derivative is adjusted to fair value at the end ofeach reporting period with any change in fair value being reflected inearnings for the period. As of December 31, 2004 and 2003, the fairvalue of this option was $21.4 million and $21.7 million,respectively.

The Series B Preferred Stock was recorded at fairvalue as of the date of issuance or approximately $325 per share, lessa portion of the costs incurred in connection with the debt exchange ofapproximately $4.4 million plus the value assigned to the earlyredemption option discussed previously. The costs allocated to theSeries B Preferred Stock were determined based on the relative fairvalue of the Series B Preferred Stock to the total fair value ofconsideration given to the tendering noteholders. In determining the$325 per share fair value of Series B Preferred Stock, the Companyengaged the services of an independent valuation professional who usedcustomary methodologies common in the valuation of such instruments toarrive at the fair value.

In May 2004, the Company completed aprivate exchange transaction with a holder of the13 5/8% Senior Notes. Pursuant to thetransaction, the holder delivered to the Company an aggregate of $150principal amount of the 13 5/8% Senior Notes inexchange for a newly issued $97 in principal amount of the 11%Senior Notes and 150 shares of Series B Preferred Stock.

Duringthe year ended December 31, 2004, holders of 200,658 shares of Series BPreferred Stock exercised their conversion option or exchanged sharesof Series B Preferred Stock with the Company and were granted15,624,569 shares of Alamosa Holdings common stock in the aggregatevalued at $4.58 per share at the time of conversion or exchange. Inconnection with the conversions or exchanges during the year endedDecember 31, 2004, the Company paid premiums to certain holders in theform of 197,700 shares of preferred stock in connection with privateexchange transactions to induce such conversions. Cash premiums totaled$276 and premiums in the form of additional shares of common stockamounted to 870,310 shares valued at $6,324.

During the yearended December 31, 2004, the Company paid $10,595 in cash dividends onthe Series B Preferred Stock.

12.    STOCKHOLDERS'EQUITY

The Company is authorized to issue 8,750,000 shares ofpreferred stock, $0.01 par value, of which no shares are issued andoutstanding at December 31, 2004. The Company is authorized to issue290,000,000 shares of common stock, $0.01 par value of which114,895,245 shares are issued and outstanding at December 31,2004.

13.    EARNINGS PER SHARE

Basic and diluted netloss per share of common stock is computed by dividing net lossattributable to common stockholders for each period by the weightedaverage outstanding common shares. No conversion of common stockequivalents has been assumed in the calculation since the effect wouldbe antidilutive. As a result, the number of weighted-averageoutstanding common shares as well as the amount of net loss per shareare the same for basic and diluted net loss per share calculations forall periods presented. Common stock equivalents excluded from dilutednet loss per share calculations consisted of options to purchase 9.7million, 9.2 million and 7.9 million shares of common stock for 2004,2003 and 2002, respectively.

F-26

----

ALAMOSAHOLDINGS, INC.

NOTES TO CONSOLIDATED FINANCIALSTATEMENTS (Continued) (dollars in thousands, except asnoted)

Shares issuable upon conversion of SeriesB Preferred Stock totaling 35,219,632 and 49,962,868 common shares atDecember 31, 2004 and 2003, respectively, have been excluded fromdiluted net loss per share calculations as their effect would beantidilutive. The Series B Preferred Stock is a participating security,such that in the event a dividend is declared or paid on the commonstock, the Company must simultaneously declare and pay a dividend onthe Series B Preferred Stock as if the Series B Preferred Stock hadbeen converted into common stock. EITF 03-06,"Participating Securities and the Two-Class Method underFASB Statement No. 128," requires that undistributedearnings be allocated to participating securities as if all earningswere distributed. The Company's accounting policy requires theuse of the two-class method for its participating securities forearnings per share calculations. The Series B Preferred Stock isconsidered in the calculation of diluted earnings per share under the"if-converted" method, if dilutive.

In2002, the Company awarded 800,000 shares of restricted stock with aweighted-average grant date fair value of $0.41 per share to officers.These shares vest over a three-year period. Unvested restricted stockissued to officers totaling 200,000 shares, 400,000 shares and 800,000shares at December 31, 2004, 2003 and 2002, respectively have beenexcluded from the number of weighted-average outstanding common sharesfor the respective periods as these shares are contingently returnableto the Company in the event the vesting requirements are not met. Asthese shares vest, they are included in the number of weighted-averageoutstanding common shares.

14.    INCOME TAXES

Incometax expense (benefit) is comprised of thefollowing:

|                                     |  |                       |         |         |  |        |         |         |  |        |         |         |  |  |
|-------------------------------------|--|-----------------------|---------|---------|--|--------|---------|---------|--|--------|---------|---------|--|--|
|                                |  | YearEnded December31, |
|                                |  | 2004                  |         | 2003    |  | 2002   |
| Current:                            |  |                  |    |    |  |   |    |    |  |   |    |    |
| U.S.Federal                         |  | $                     | — |    |  | $      | — |    |  | $      | — |    |
| Foreign                             |  |                  | — |    |  |   | — |    |  |   | — |    |
| State                               |  |                  | — |    |  |   | — |    |  |   | — |    |
| Totalcurrentexpense                 |  |                  | — |    |  |   | — |    |  |   | — |    |
| Deferred:                           |  |                  |    |    |  |   |    |    |  |   |    |    |
| U.S.Federal                         |  |                  | (3,554  | )  |  |   | (17,432 | )  |  |   | (58,938 | )  |
| Foreign                             |  |                  | — |    |  |   | — |    |  |   | — |    |
| State                               |  |                  | 4,295   |    |  |   | (497    | )  |  |   | (8,148  | )  |
| Totaldeferred expense(benefit)      |  |                  | 741     |    |  |   | (17,929 | )  |  |   | (67,086 | )  |
| Totalincome taxes expense (benefit) |  | $                     | 741     |    |  | $      | (17,929 | )  |  | $      | (67,086 | )  |
|                                     |

F-27

----

ALAMOSAHOLDINGS, INC.

NOTES TO CONSOLIDATED FINANCIALSTATEMENTS (Continued) (dollars in thousands, except asnoted)

The tax effects of temporary differencesthat give rise to significant portions of the deferred tax assets anddeferred tax liabilities are presentedbelow:

|                                          |  |             |         |         |  |        |         |         |  |  |
|------------------------------------------|--|-------------|---------|---------|--|--------|---------|---------|--|--|
|                                     |  | December31, |
|                                     |  | 2004        |         | 2003    |
| Deferredtax assets:                      |  |        |    |    |  |   |    |    |
| Netoperating losscarryforwards           |  | $           | 185,958 |    |  | $      | 183,011 |    |
| Originalissuediscount                    |  |        | 44,445  |    |  |   | 40,928  |    |
| Non-cashcompensation                     |  |        | (393    | )  |  |   | 1,770   |    |
| Start-upexpenses                         |  |        | — |    |  |   | 153     |    |
| Deferredrent                             |  |        | 1,458   |    |  |   | 1,628   |    |
| Bad debtallowance                        |  |        | 2,372   |    |  |   | 2,340   |    |
| Capitalizedloan costs                    |  |        | 3,667   |    |  |   | 1,670   |    |
| Cancellationof indebtedness              |  |        | 5,530   |    |  |   | 6,201   |    |
| Othercomprehensiveincome                 |  |        | — |    |  |   | 275     |    |
| Other                                    |  |        | 4,644   |    |  |   | 1,570   |    |
| Grossdeferred taxassets                  |  |        | 247,681 |    |  |   | 239,546 |    |
| Deferredtax liabilities:                 |  |        |    |    |  |   |    |    |
| Intangibleassets                         |  |        | 158,264 |    |  |   | 166,339 |    |
| Depreciation                             |  |        | 68,276  |    |  |   | 57,395  |    |
| Earlyredemption option on preferredstock |  |        | 8,126   |    |  |   | 8,046   |    |
| Other                                    |  |        | 7,168   |    |  |   | 3,351   |    |
| Netdeferred tax assets(liabilities)      |  |        | 5,847   |    |  |   | 4,415   |    |
| Valuationallowance                       |  |        | (17,979 | )  |  |   | (15,809 | )  |
| Deferredtaxbalance                       |  | $           | (12,132 | )  |  | $      | (11,394 | )  |
|                                          |

Thenet deferred tax asset was fully reserved as of December 31, 2000because of uncertainty regarding the Company's ability torecognize the benefit of the asset in future years. In connection withacquisitions closed in 2001, a significant deferred tax liability wasrecorded. The reversal of the timing differences which gave rise to thedeferred tax liability allowed the Company to benefit from the deferredtax assets. As such, the valuation allowance was released in 2001 witha corresponding reduction to goodwill associated with the acquisitions.The valuation allowance was restored in 2003 and increased in 2004 by$2,170 as the Company has adjusted the valuation allowance to reflectdeferred tax assets at the amounts expected to be realized. If and whenthe valuation allowance is released, approximately $2,000 of suchvaluation allowance will be released to additional paid-incapital.

F-28

----

ALAMOSAHOLDINGS, INC.

NOTES TO CONSOLIDATED FINANCIALSTATEMENTS (Continued) (dollars in thousands, except asnoted)

The provision for income taxes isdifferent than the amount computed using the applicable statutoryfederal income tax rate due to the differences summarizedbelow:

|                                                      |  |                       |         |          |  |        |         |          |  |        |         |          |  |  |
|------------------------------------------------------|--|-----------------------|---------|----------|--|--------|---------|----------|--|--------|---------|----------|--|--|
|                                                 |  | YearEnded December31, |
|                                                 |  | 2004                  |         | 2003     |  | 2002   |
| Federaltax benefit at statutoryrate                  |  |                  | (35.00  | )%  |  |   | (35.00  | )%  |  |   | (35.00  | )%  |
| Goodwillimpairment                                   |  |                  | — | %   |  |   | — | %   |  |   | 21.70   | %   |
| Disallowedinterest on high yield discountobligations |  |                  | 17.62   |     |  |   | 0.85    |     |  |   | 0.10    |     |
| Otherpermanentdifferences                            |  |                  | 0.47    |     |  |   | 0.06    |     |  |   | 0.01    |     |
| Statetaxes                                           |  |                  | (3.84   | )   |  |   | (2.88   | )   |  |   | (1.13   | )   |
| Valuationallowance                                   |  |                  | 25.56   |     |  |   | 17.04   |     |  |   | — |     |
| Other                                                |  |                  | (0.33   | )   |  |   | 0.60    |     |  |   | 0.06    |     |
| Provision(benefit) for incometaxes                   |  |                  | 4.48    | %   |  |   | (19.33  | )%  |  |   | (14.26  | )%  |
|                                                      |

Asof December 31, 2004, the Company has available federal net operatingloss carryforwards totaling approximately $487 million which expirebeginning in 2020. In addition, the Company has available state netoperating loss carryforwards totaling approximately $306 million whichexpire beginning in 2005. Utilization of net operating losscarryforwards may be limited by ownership changes which could occur inthe future.

15.    SPRINT AGREEMENTS

In accordancewith the Company's affiliation agreements with Sprint, Sprintprovides the company various services including billing, customer care,collections and inventory logistics. In addition, Sprint bills theCompany for various pass-through items such as commissions to nationalretail merchants, handset subsidies on handsets activated in theCompany's territory but not sold by the Company and long distancecharges.

In 2003, the Company executed amendments to itsaffiliation agreements with Sprint. The amendments, among other things,established fixed per subscriber costs for services that the Companypurchases from Sprint through December 31, 2006 in the form of two newfees. The amendments created a new combined service bureau fee, whichconsolidates numerous fees that were previously settled separately, forback office services such as billing and customer care. The combinedservice bureau fee was initially set at $7.70 per average subscriberper month through December 31, 2006 and is recorded in costs ofservices and operations in the consolidated statement of operations.The amendments also created a new per-activation fee, whichconsolidates numerous fees that were previously settled separately, formarketing services, such as subscriber activation and handsetlogistics. The per-activation fee was initially calculated as apercentage of certain of Sprint PCS' selling and marketingexpenses and was to be applied to the actual number of gross subscriberactivations the Company experiences on a monthly basis through December31, 2006. The per-activation fee is recorded in selling and marketingexpenses in the consolidated statement of operations.

In March2004, the Company exercised its rights under a most favored nationsclause in the Sprint agreements to implement the terms of an agreemententered into between Sprint and another PCS Affiliate of Sprint. As aresult, the Company entered into new amendments that increased the peractivation fee and decreased the price to the Company on purchases ofhandsets and accessories. Additionally, the March 2004 amendmentsincreased the reciprocal roaming rate for data services from $0.0014per Kb to $0.0020 per Kb and extended the fixed reciprocal rates forvoice and data roaming through December 31, 2006. In June 2004, theCompany further amended its agreements with Sprint to (1) reduce thecombined service bureau fee from $7.70 to $7.00 per average subscriberper month 

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ALAMOSAHOLDINGS, INC.

NOTES TO CONSOLIDATED FINANCIALSTATEMENTS (Continued) (dollars in thousands, except asnoted)

and (2) change the per activation fee from apercentage of certain of Sprint PCS' selling and marketingexpenses to a fixed rate of $23.00 per activation.

In additionto the new fees, the amendments changed the methodology used forsettling cash received from subscribers. Historically, actual weeklycash receipts were passed through to the Company by Sprint based on acalculation of an estimate of the portion of that cash related to theCompany's activity. Under the new methodology, the Companyreceives its portion of billed revenue (net of an 8% affiliationfee) less actual written off accounts in the month subsequent tobilling regardless of when Sprint collects the cash from thesubscriber. The provisions of the amendments became effective onDecember 1, 2003 and the Company has the right to evaluate subsequentamendments to the affiliation agreements of other similarly situatedPCS Affiliates of Sprint and adopt the provisions of those amendmentsif the Company elects to do so.

Expenses reflected in theconsolidated statements of operations related to the Sprint affiliationagreementsare:

|                             |  |                       |         |        |  |        |         |        |  |        |         |        |  |  |
|-----------------------------|--|-----------------------|---------|--------|--|--------|---------|--------|--|--------|---------|--------|--|--|
|                        |  | YearEnded December31, |
|                        |  | 2004                  |         | 2003   |  | 2002   |
|                        |  |                  |    |   |  |   |    |   |  |   |    |   |
| Costof service andoperation |  | $                     | 276,239 |   |  | $      | 217,531 |   |  | $      | 219,866 |   |
| Costof productssold         |  |                  | 76,183  |   |  |   | 59,651  |   |  |   | 50,974  |   |
| Sellingandmarketing         |  |                  | 57,691  |   |  |   | 46,294  |   |  |   | 46,132  |   |
| Total                       |  | $                     | 410,113 |   |  | $      | 323,476 |   |  | $      | 316,972 |   |
|                             |

Inconnection with the billing services provided to the Company by Sprint,the Company relies on Sprint to provide information as to monthlybilling activity relative to all subscriber revenues. In addition,Sprint provides the information utilized for the settlement of allroaming revenue.

The Company relies upon Sprint as a serviceprovider to provide accurate information for the settlement of revenueand expense items. The Company makes estimates used in connection withthe preparation of financial statements based on the financial andstatistical information provided by Sprint. The Company assesses theaccuracy of this information through analytic review and reliance onthe service auditor report on Sprint's internal control processesprepared by Sprint's external service auditor.

On December15, 2004, Sprint Corporation and Nextel Communications, Inc. announcedthat their boards of directors unanimously approved a definitiveagreement for a merger of equals. Nextel Communications currentlyoperates a wireless mobility communications network in certainterritories in which the Company also provides digital wirelessmobility communications network services under the Sprint or affiliatedbrands.

The Company and Sprint have had only very preliminarycommunications regarding the potential impact on the Company of thepending Sprint-Nextel transaction. The Company believes that, based oncurrently available information, and assuming that no changes areeffected with respect to Sprint's agreements with the Company,Sprint could be in violation of the exclusivity provisions of certainof the Company's agreements with Sprint upon completion of theSprint-Nextel transaction and Sprint could be in violation of theexclusivity provisions of the other agreements with Sprint at somepoint following completion of the Sprint-Nextel transaction.

Sprint's agreements with the Company provide for specificremedies in the event of a material violation by Sprint of suchagreements if not cured within an applicable time period. Neither wenor any of our executives have made any definitive determination as tothe impact on the value to us or 

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ALAMOSAHOLDINGS, INC.

NOTES TO CONSOLIDATED FINANCIALSTATEMENTS (Continued) (dollars in thousands, except asnoted)

our business of any of such remedies orwhether any such remedy would be more or less favorable to us or ourshareholders than our existing arrangements with Sprint or any possiblerenegotiated arrangement with Sprint.

The Company is committedto working with Sprint to reach mutually agreeable arrangements withrespect to these matters. However, there can be no assurances that theCompany and Sprint will be able to reach mutually acceptablearrangements or as to the terms of any such arrangements or the likelyimpact on the Company of any such arrangement.

16.    RELATEDPARTY TRANSACTIONS

Agreements with Tech Telephone Company– The Company entered into a telecommunications serviceagreement with Tech Telephone Company Limited Partnership("TechTel") to install and providetelecommunications lines between Sprint PCS and the Company'sLubbock-based operations and between the Company's Lubbock-basedoperations and other markets. TechTel was a limited partnership whosegeneral partner was an entity controlled by the CEO of the Company. Theoriginal term of the agreement is three years, but the agreementautomatically renews upon expiration for additional successive 30-dayterms by either party. The Company has also entered into a distributionagreement with TechTel, authorizing it to become a third partydistributor of Sprint PCS products and services for the Company inLubbock, Texas. The total amount paid under these contracts was $601,$902 and $1,157 during the years ended December 31, 2004, 2003 and2002, respectively. The amounts included in accounts payable relativeto these contracts were $1 and $89 at December 31, 2004 and 2003,respectively. TechTel was sold to an unrelated third party in October2002.

Agreements with Messrs. Michael V. Roberts andSteven C. Roberts

In connection with the acquisition of Roberts,the Company entered into a number of arrangements with Messrs. MichaelV. Roberts and Steven C. Roberts and certain companies affiliated withthem as described in more detail below. Michael V. Roberts and StevenC. Roberts became directors of the Company in February 2001.

Joint Venture Development Agreement – On October 30,2000, the Company entered into a joint venture development agreementwith Messrs. Michael V. Roberts and Steven C. Roberts. Pursuant to theagreement, if either Mr. Michael V. Roberts or Mr. Steven C. Robertsundertakes an international telecommunications business venture anddesires for the Company to be involved in that project, then beforeeither Mr. Michael V. Roberts or Mr. Steven C. Roberts enters into aletter of intent or binding agreement of any nature with another personregarding the project, they must give the Company written notice. TheCompany has 60 days to notify them of its desire to participate in theproject. During such 60-day period, the Company has the exclusive rightwith respect to the project. Promptly after the Company gives a noticeof participation, the Company and either Mr. Michael V. Roberts or Mr.Steven C. Roberts must form a project entity and execute an agreementsetting forth the terms, covenants, conditions and provisions for thepurpose, ownership, management, financing and operation of the project.Unless the Company and either Mr. Michael V. Roberts or Mr. Steven C.Roberts agree to a different arrangement, the Company will have a50% interest in each project entity and will have fullmanagerial control of each project entity. Except as described above,neither the Company nor Messrs. Michael V. Roberts and Steven C.Roberts is obligated to bring to the other any opportunity toparticipate in a project or any activity, domestic orinternational.

Consulting Agreements – On January29, 2001, the Company entered into five-year consulting agreements witheach of Messrs. Michael V. Roberts and Steven C. Roberts. Theconsulting agreements provide each of them with an annual compensationof $125, which is paid monthly.

Right of First NegotiationAgreement – On February 14, 2001, the Company entered into aright of first negotiation agreement with Roberts Tower which grantsRoberts Tower a right to negotiate tower 

F-31

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ALAMOSAHOLDINGS, INC.

NOTES TO CONSOLIDATED FINANCIALSTATEMENTS (Continued) (dollars in thousands, except asnoted)

leases on a"build-to-suit" basis with theCompany's present and future territory. During the term of theagreement, whenever the Company or one of its subsidiaries is requiredto "build-to-suit" communications towerswithin the present or future territories in which the Company operates,the Company must notify Roberts Tower and Roberts Tower will have theexclusive right for a period of 30 days to negotiate with the companyto provide such towers. After such 30-day period, if the Company hasnot reached an agreement with Roberts Tower, the Company may obtainsuch tower sites from other third parties. The term of this agreementis five years.

Resale Agreement – On February 14,2001, the Company entered into a resale agreement with Messrs. MichaelV. Roberts and Steven C. Roberts which permits Messrs. Michael V.Roberts and Steven C. Roberts to buy air time at a discount for resaleon a basis no less favorable than any other similar agreement to whichthe Company may be a party. Messrs. Michael V. Roberts and Steven C.Roberts may resell such airtime anywhere such resales are permittedunder applicable law. Any arrangement between the Company and Messrs.Michael V. Roberts and Steven C. Roberts for resales and use of airtime will be subject to all required approvals of Sprint, SprintSpectrum and Sprint PCS and/or any other applicable Sprintentities.

Master Lease Agreement – On February14, 2001, Roberts and Roberts Tower entered into a master leaseagreement which provides for the lease from Roberts Tower by Roberts ofcertain buildings, towers, tanks and/or improvements thereon for thepurpose of installing, operating and maintaining communicationsfacilities and services thereon. The initial term of the master leaseagreement expires in February 2006, and Roberts has the right to extendthe initial term of the lease for four additional terms of five yearseach. The agreement provides for monthly payments aggregating toapproximately $17 per tower per year at inception, subject to an annualadjustment of 4% per annum. Roberts subsequently assigned all ofits right, title and interest in the master lease agreement to itswholly owned subsidiary, Alamosa Missouri Properties, LLC (formerlyRoberts Wireless Properties, L.L.C). During the years ended December31, 2004, 2003 and 2002, $3,037, $2,785 and $2,688, respectively, inrental expense was recorded under this agreement.

In addition tothe specific agreements discussed above, the Company paid $194, $287and $346 in 2004, 2003 and 2002, respectively, to Roberts Tower forother items including the lease of retail space and switching facilityspace.

Other related party transactions – OnDecember 28, 1998, the Company entered into a long-term agreement tolease space for a retail store in Lubbock, Texas with Lubbock HLH,Ltd., principally owned by one of the Company's directors and thegeneral manager of South Plains Advance Communications &Electronics, Inc. ("SPACE"). SPACE is astockholder of the Company. This lease has a term of 15 years andprovides for monthly payments subject to adjustment based on theConsumer Price Index on the first day of the sixth lease year and onthe first day of the eleventh lease year. During the years endedDecember 31, 2004, 2003 and 2002, $115, $110 and $110 per year,respectively, in rental expense was recorded in connection with thislease. No amount was payable at December 31, 2004. In addition torental, $26, $24 and $20 was paid to Lubbock HLH, Ltd. in 2004, 2003and 2002, respectively for taxes and other expenses related to theleased property.

17.    EMPLOYEE BENEFITS

EffectiveJuly 1, 2000, the Company formed the Alamosa PCS Contributions SavingsPlan ("Company Plan"), a defined contributionemployee savings plan sponsored by the Company under Section 401(k) ofthe Internal Revenue Code. During the years ended December 31, 2004,2003 and 2002, the Company made contributions of $1,174, $653 and$1,058, respectively to the Company Plan.

In connection with theacquisition of Washington Oregon Wireless("WOW") in 2001, employees who were formerlyemployees of WOW continued to participate in the Washington OregonWireless 

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ALAMOSAHOLDINGS, INC.

NOTES TO CONSOLIDATED FINANCIALSTATEMENTS (Continued) (dollars in thousands, except asnoted)

401(k) Savings & Investment Plan, adefined contribution employee savings plan sponsored by the Companyunder Section 401(k) of the Internal Revenue Code. During the yearended December 31, 2002, the Company made contributions of $36 to theWOW plan. Effective December 31, 2002 the WOW plan was merged into theCompany Plan.

Effective March 1, 2001, the Company adopted theAlamosa Holdings, Inc. Employee Stock Purchase Plan("ESPP"). The ESPP provides that eligibleemployees may contribute up to 10% of their earnings towards thepurchase of Company common stock. The employee per share purchase priceis 85% of the fair market value of Company shares on (i) theoffering date or (ii) the exercise date, whichever is lower. During theyears ended December 31, 2004, 2003 and 2002, shares totaling2,001,807, 997,325 and 585,191, respectively, were issued in connectionwith purchases by employees under the ESPP. As of December 31, 2004 and2003, 274,971 and 1,876,778 shares were reserved for issuance under theESPP.

18.    STOCK-BASED COMPENSATION

The Companyadopted an Incentive Stock Option Plan (the"Plan") effective November 12, 1999, whichprovides for the granting of either incentive stock options ornonqualified stock options to purchase shares of AlamosaHoldings' common stock and for other stock-based awards toofficers, directors and key employees for the direction and managementof the Company and to non-employee consultants and independentcontractors. At December 31, 2004, options to purchase 3,246,150 sharesof common stock were reserved for issuance under the Plan. Thecompensation committee of the Board of Directors administers the Planand determines grant prices and vesting periods. Generally, the optionsunder the Plan vest in varying increments over a three to five-yearperiod, expire ten years from the date of grant and are issued atexercise prices no less than 100% of the fair market value ofcommon stock at the time of the grant.

The Company applies APBNo. 25, "Accounting for Stock Issued toEmployees" and related interpretation, in accounting forits employee stock options. All options granted under the plan during2004, 2003 and 2002 had no intrinsic value as the exercise price wasequal to or greater than the fair market value on the date of grant,accordingly no non-cash compensation was recorded in 2004, 2003 or 2002related to options.

The weighted-average fair value for stockoptions granted during 2004 with an exercise price equal to the fairmarket value at the date of grant ("at themoney") was $5.34 per share. The weighted-average fairvalue for stock options granted during 2004 with an exercise pricegreater than the fair market value at the date of grant("out of the money") was $4.49 per share. Theweighted-average fair value for all stock options granted in 2003 was$1.86 per share. The weighted-average fair value for stock optionsgranted at the money during 2002 was $1.85 per share. Theweighted-average fair value for stock options granted out of the moneyduring 2002 was $0.23 per share. The fair value of each stock optiongranted is estimated on the date of grant using the Black-Scholesoption-pricing model with the following weighted-averageassumptions:

|                        |  |                       |      |            |  |           |      |         |  |        |      |         |  |  |
|------------------------|--|-----------------------|------|------------|--|-----------|------|---------|--|--------|------|---------|--|--|
|                   |  | YearEnded December31, |
|                   |  | 2004                  |      | 2003       |  | 2002      |
| Dividendyield          |  |                  | 0    | %     |  |      | 0    | %  |  |   | 0    | %  |
| Expectedvolatility     |  |                  | 128  | %     |  |      | 130  | %  |  |   | 106  | %  |
| Risk-freerate ofreturn |  |                  | 3.15 | %     |  |      | 2.50 | %  |  |   | 3.00 | %  |
| Expectedlife           |  | 4.00years             |      | 4.00 years |  | 4.00years |
|                        |

F-33

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ALAMOSAHOLDINGS, INC.

NOTES TO CONSOLIDATED FINANCIALSTATEMENTS (Continued) (dollars in thousands, except asnoted)

The following summarizes activity underthe Company's stock option plans:

|                                             |  |                      |            |                                         |  |        |           |         |  |        |           |         |  |        |        |        |  |        |         |        |  |        |        |        |  |  |
|---------------------------------------------|--|----------------------|------------|-----------------------------------------|--|--------|-----------|---------|--|--------|-----------|---------|--|--------|--------|--------|--|--------|---------|--------|--|--------|--------|--------|--|--|
|                                        |  | Numberof Options     |            | Weighted Average ExercisePrice PerShare |
|                                        |  | Year EndDecember 31, |            | Year End December31,                    |
|                                        |  | 2004                 |            | 2003                                    |  | 2002   |           | 2004    |  | 2003   |           | 2002    |
| Optionsoutstanding at beginningof theperiod |  |                 | 9,192,434  |                                    |  |   | 7,868,495 |    |  |   | 5,505,878 |    |  | $      | 9.51   |   |  | $      | 11.12   |   |  | $      | 16.55  |   |
| Granted:                                    |  |                 |       |                                    |  |   |      |    |  |   |      |    |  |   |   |   |  |   |    |   |  |   |   |   |
| Atthemoney                                  |  |                 | 2,465,486  |                                    |  |   | 1,665,230 |    |  |   | 1,370,195 |    |  |   | 8.12   |   |  |   | 2.32    |   |  |   | 2.57   |   |
| Outof themoney                              |  |                 | 1,000      |                                    |  |   | —   |    |  |   | 1,500,046 |    |  |   | 7.20   |   |  |   | — |   |  |   | 0.38   |   |
| Exercised                                   |  |                 | (1,829,832 | )                                  |  |   | (29,740   | )  |  |   | (250      | )  |  |   | 1.75   |   |  |   | 0.27    |   |  |   | 3.90   |   |
| Canceled/forfeited                          |  |                 | (89,756    | )                                  |  |   | (311,551  | )  |  |   | (507,374  | )  |  |   | 8.35   |   |  |   | 12.56   |   |  |   | 15.20  |   |
| Optionsoutstanding at the end of theperiod  |  |                 | 9,739,332  |                                    |  |   | 9,192,434 |    |  |   | 7,868,495 |    |  | $      | 10.63  |   |  | $      | 9.51    |   |  | $      | 11.12  |   |
| Options exercisable atendof theperiod       |  |                 | 8,007,460  |                                    |  |   | 7,014,075 |    |  |   | 4,216,112 |    |  | $      | 11.45  |   |  | $      | 10.75   |   |  | $      | 14.66  |   |
|                                             |

Thefollowing table summarizes information for stock options at December31,2004:

|                         |       |                  |  |                              |       |                          |  |                 |           |                              |  |        |       |        |  |        |     |        |  |        |           |        |  |        |       |        |
|-------------------------|-------|------------------|--|------------------------------|-------|--------------------------|--|-----------------|-----------|------------------------------|--|--------|-------|--------|--|--------|-----|--------|--|--------|-----------|--------|--|--------|-------|--------|
|                    |       |             |  | Outstanding                  |       | Exercisable              |
| Rangeof Exercise Prices |       | Number ofOptions |  | WeightedAverageExercisePrice |       | RemainingContractualLife |  | NumberofOptions |           | WeightedAverageExercisePrice |
| $                       | 0.23  |             |  |                         | 0.23  |                     |  |            | 67,001    |                         |  | $      | 0.23  |   |  |   | 7.8 |   |  |   | 67,001    |   |  | $      | 0.23  |   |
|                    | 0.36  |             |  |                         | 0.53  |                     |  |            | 1,206,658 |                         |  |   | 0.38  |   |  |   | 7.8 |   |  |   | 1,198,605 |   |  |   | 0.37  |   |
|                    | 0.57  |             |  |                         | 0.84  |                     |  |            | 282,111   |                         |  |   | 0.67  |   |  |   | 8.2 |   |  |   | 117,887   |   |  |   | 0.62  |   |
|                    | 0.96  |             |  |                         | 1.41  |                     |  |            | 152,815   |                         |  |   | 1.19  |   |  |   | 8.1 |   |  |   | 85,335    |   |  |   | 1.24  |   |
|                    | 1.53  |             |  |                         | 1.53  |                     |  |            | 24,000    |                         |  |   | 1.53  |   |  |   | 8.5 |   |  |   | 24,000    |   |  |   | 1.53  |   |
|                    | 3.10  |             |  |                         | 4.01  |                     |  |            | 830,598   |                         |  |   | 3.69  |   |  |   | 8.8 |   |  |   | 815,314   |   |  |   | 3.70  |   |
|                    | 4.99  |             |  |                         | 7.45  |                     |  |            | 1,973,726 |                         |  |   | 6.67  |   |  |   | 9.0 |   |  |   | 612,275   |   |  |   | 5.39  |   |
|                    | 7.64  |             |  |                         | 10.75 |                     |  |            | 135,776   |                         |  |   | 9.23  |   |  |   | 7.4 |   |  |   | 99,976    |   |  |   | 9.52  |   |
|                    | 12.31 |             |  |                         | 18.44 |                     |  |            | 4,917,647 |                         |  |   | 16.62 |   |  |   | 4.5 |   |  |   | 4,860,047 |   |  |   | 16.63 |   |
|                    | 18.79 |             |  |                         | 26.25 |                     |  |            | 130,000   |                         |  |   | 22.51 |   |  |   | 5.6 |   |  |   | 112,000   |   |  |   | 22.44 |   |
|                    | 28.50 |             |  |                         | 28.50 |                     |  |            | 19,000    |                         |  |   | 28.50 |   |  |   | 5.3 |   |  |   | 15,200    |   |  |   | 28.50 |   |
| $                       | 0.23  |             |  |                         | 28.50 |                     |  |            | 9,739,332 |                         |  | $      | 10.63 |   |  |   | 6.4 |   |  |   | 8,007,460 |   |  | $      | 11.45 |   |
|                         |

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ALAMOSAHOLDINGS, INC.

NOTES TO CONSOLIDATED FINANCIALSTATEMENTS (Continued) (dollars in thousands, except asnoted)

19.    FAIR VALUE OF FINANCIALINSTRUMENTS

The carrying amounts of cash, accounts payable, andaccrued expenses approximate fair value because of the short maturityof these items.

The carrying amount of the Senior Secured CreditFacility approximates fair value at December  31, 2003 becausethe interest rate changes with market interest rates.

Selectedinformation related to the Company's senior notes is asfollows:

|                     |  |             |          |         |  |        |         |         |  |  |
|---------------------|--|-------------|----------|---------|--|--------|---------|---------|--|--|
|                |  | December31, |
|                |  | 2004        |          | 2003    |
| Bookvalue           |  | $           | 739,141  |    |  | $      | 464,424 |    |
| Fairvalue           |  |        | 844,053  |    |  |   | 501,413 |    |
| Netunrecognizedloss |  | $           | (104,912 | )  |  | $      | (36,989 | )  |
|                     |

TheCompany adopted the provisions of SFAS No. 133,"Accounting for Derivatives and HedgingActivities," effective January 1, 2001. This statementrequires that all derivatives be recorded on the balance sheet at fairvalue. If the derivative is a hedge, depending on the nature of thehedge, changes in the fair value of the derivatives are eitherrecognized in earnings or are recognized in other comprehensive incomeuntil the hedged item is recognized in earnings.

In order tomanage interest costs and exposure to changing interest rates, theCompany entered into interest rate hedges to hedge exposure to variableinterest rates on a portion of the Senior Secured Credit Facility. AtDecember 31, 2003, the Company had entered into the following interestrateswaps.

|                           |  |          |        |        |  |           |  |        |      |         |  |  |  |  |
|---------------------------|--|----------|--------|--------|--|-----------|--|--------|------|---------|--|--|--|--|
| Instrument                |  | Notional |        | Term   |  | FairValue |
| 4.9475% Interest rateswap |  | $        | 21,690 |   |  | 3years    |  | $      | (413 | )  |
| 4.9350% Interest rateswap |  | $        | 28,340 |   |  | 3years    |  |   | (443 | )  |
|                      |  |     |   |   |  |      |  | $      | (856 | )  |
|                           |

Theseswaps were designated as cash flow hedges such that the fair value wasrecorded as a liability in the consolidated balance sheets with changesin fair value (net of tax) shown as a component of other comprehensiveincome. The swaps were terminated in January 2004 upon the terminationof the Senior Secured Credit Facility as discussed in Note 9.

The Company also maintained an interest rate collar with thefollowingterms:

|          |        |          |  |                 |           |                    |  |           |      |         |  |        |      |         |  |   |      |         |
|----------|--------|----------|--|-----------------|-----------|--------------------|--|-----------|------|---------|--|--------|------|---------|--|---|------|---------|
| Notional |        | Maturity |  | CapStrike Price |           | Floor Strike Price |  | FairValue |
| $        | 28,340 |     |  |            | 5/15/2004 |               |  |      | 7.00 | %  |  |   | 4.12 | %  |  | $ | (419 | )  |
|          |

Thiscollar did not receive hedge accounting treatment such that the fairvalue was reflected as a liability in the consolidated balance sheetand the change in fair value was reflected as an adjustment to interestexpense for the year ended December 31, 2003. The collar was terminatedin January 2004 upon the termination of the Senior Secured CreditFacility as discussed in Note 9.

Approximately $0, $2,680 and$2,188 in settlements under the above hedging instruments are includedin interest expense for the years ended December 31, 2004, 2003 and2002, respectively.

In addition to the swaps and collardiscussed above, the Company purchased an interest rate cap in February2002 with a notional amount of $5,000 and a strike price of7.00%. This cap did not receive hedge accounting treatment. Thiscap was terminated in January 2004 upon the termination of the SeniorSecured Credit Facility as discussed in Note 9.

F-35

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ALAMOSAHOLDINGS, INC.

NOTES TO CONSOLIDATED FINANCIALSTATEMENTS (Continued) (dollars in thousands, except asnoted)

As discussed in Note 11, a derivativeinstrument was recorded in November 2003 in connection with the earlyredemption option on the Series B Preferred Stock. This derivative isrecorded at fair value in the consolidated balance sheet at December31, 2004.

These fair value estimates were obtained from theinstitutions the Company entered into the agreements with and aresubjective in nature and involve uncertainties and matters ofconsiderable judgment and therefore, cannot be determined withprecision. Changes in assumptions could significantly affect theseestimates.

20.    COMMITMENTS AND CONTINGENCIES

Employment agreements – The Company is a party toemployment agreements, effective October 1, 2002, and amended as ofJanuary 1, 2005, with its Chief Executive Officer("CEO") and Chief Financial Officer("CFO"). The CEO's agreement willexpire on September 30, 2007 and entitles the CEO to receive an annualbase salary of $425. The agreement also provides that so long as heserves on the Company's board of directors, he will serve asChairman of the Board. The CFO's agreement will expire onDecember 31, 2006 and entitles him to receive an annual base salary of$400. The CEO and CFO are eligible to receive an annualperformance-based bonus with an initial target of $340 and $280,respectively. The executives are entitled to participate in anylong-term incentive plans the Company establishes, including AlamosaHoldings' Amended and Restated 1999 Long Term Incentive Plan("LTIP").

Additionally, the agreementsprovide for annual option grants, contingent upon continued employment.The CEO's agreement provides for the grant of options to purchase80,000 shares, 64,000 shares and 51,200 shares in 2005, 2006 and 2007,respectively. The CFO's agreement provides for the grant ofoptions to purchase 50,000 shares and 40,000 shares in 2005 and 2006,respectively.

The agreements entitle the executives to $5,000 interm life insurance coverage, reimbursement for reasonable businessexpenses, a car allowance, reimbursement for approved club dues,reimbursement for an annual physical exam up to $5, and financialplanning services up to $10 per annum. The executives may participatein any incentive, retirement, life, medical, disability and otherbenefit plans available to the Company's other executives withcomparable responsibilities, subject to the terms of thoseprograms.

Upon termination of employment by the Company withoutcause or by the executive for good reason, within thirty days after thedate of termination, the Company will provide the terminated executivea lump-sum severance payment equal to the sum of : (i) one year'sbase salary; (ii) the higher of (x) the executive's target bonusor (y) the average annual bonus the executive earned over the twopreceding years (the "Bonus"); and (iii) apro-rated bonus for the year of termination. If such termination occurswithin twelve months following a change in control, the terminatedexecutive is instead entitled to three times his base salary and Bonus,plus a pro-rata bonus for the year of termination. In either case, theterminated executive will also receive continuing welfare and fringebenefits for one year following termination of his employment and allrestricted stock and options granted to the executive under theagreement will become vested and exercisable.

The Companyentered into employment agreements on October 1, 2002; as amendedJanuary 1, 2005 with its Chief Integration Officer("CIO"), Chief Technology Officer("CTO"), and Senior Vice President ofCorporate Finance ("SVP"). The Companyentered into an employment agreement on December 1, 2002; as amendedJanuary 1, 2005 with its Chief Operating Officer("COO"). The CIO's agreement willexpire on December 31, 2005. The agreements with the CTO, SVP and COOwill expire on December 31, 2006.

These agreements provide forannual grants of options to purchase 186,000 shares of Company commonstock during 2005 and 2006. Additionally, the agreements entitle theexecutives to be 

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ALAMOSAHOLDINGS, INC.

NOTES TO CONSOLIDATED FINANCIALSTATEMENTS (Continued) (dollars in thousands, except asnoted)

reimbursed for reasonable business expenses,reimbursement for approved club dues, a car allowance and reimbursementfor an annual physical exam. They may participate in any incentive,retirement, life, medical, disability and other benefit plans availableto the Company's other executives with comparableresponsibilities, subject to the terms of those programs.

Upontermination of employment by the Company without cause or by theexecutive for good reason, within thirty days after the date oftermination, the Company will provide the terminated executive alump-sum severance payment equal to the sum of : (i) one year'sbase salary; (ii) the higher of (x) the executive's target bonusor (y) the executive's Bonus; and (iii) a pro-rated bonus for theyear of termination. If such termination occurs within twelve monthsfollowing a change in control, the terminated executive is insteadentitled to receive two times base salary and Bonus, plus a pro-ratabonus for the year of termination. In either case, the terminatedexecutive will also receive continuing welfare and fringe benefits forone year and all restricted stock and options granted to the executiveunder the agreement will become vested and exercisable.

Theagreements contain non-compete and non-solicitation provisionseffective for (i) two years following termination of employment withoutcause or for good reason within one year following a change in controlor (ii) one year following termination of employment in any othercircumstances.

Litigation – The Company has beennamed as a defendant in a number of purported securities class actionsin the United States District Court for the Southern District of NewYork, arising out of its initial public offering (the"IPO"). Various underwriters of the IPO alsoare named as defendants in the actions. The action against the Companyis one of more than 300 related class actions which have beenconsolidated and are pending in the same court. The complainants seekto recover damages and allege, among other things, that theregistration statement and prospectus filed with the SEC for purposesof the IPO were false and misleading because they failed to disclosethat the underwriters allegedly (i) solicited and received commissionsfrom certain investors in exchange for allocating to them shares ofcommon stock in connection with the IPO, and (ii) entered intoagreements with their customers to allocate such stock to thosecustomers in exchange for the customers agreeing to purchase additionalCompany shares in the aftermarket at pre-determined prices. On February19, 2003, the Court granted motions by the Company and 115 otherissuers to dismiss the claims under Rule 10b-5 of the Exchange Actwhich had been asserted against them. The Court denied the motions bythe Company and virtually all of the other issuers to dismiss theclaims asserted against them under Section 11 of the Securities Act.The Company maintains insurance coverage which may mitigate itsexposure to loss in the event that this claim is not resolved in theCompany's favor.

The issuers in the IPO cases, includingthe Company, have reached an agreement in principle with the plaintiffsto settle the claims asserted by the plaintiffs against them. Under theterms of the proposed settlement, the insurance carriers for theissuers will pay the plaintiffs the difference between $1 billion andall amounts which the plaintiffs recover from the underwriterdefendants by way of settlement or judgment. Accordingly, no payment onbehalf of the issuers under the proposed settlement will be made by theissuers themselves. The claims against the issuers will be dismissed,and the issuers and their officers and directors will receive releasesfrom the plaintiffs. Under the terms of the proposed settlement, theissuers will also assign to plaintiffs certain claims which they mayhave against the underwriters arising out of the issuers IPOs, and theissuers will also agree not to assert certain other claims which theymay have against the underwriters, without plaintiffs' consent.The proposed settlement is subject to agreement among the parties onfinal settlement documents and the approval of the court. The court hasissued a decision and order which preliminarily approves the settlementas to the issuers. A hearing date has been scheduled by the court forMarch 18, 2005 where they will approve the form and substance of anotice to be sent to 

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ALAMOSAHOLDINGS, INC.

NOTES TO CONSOLIDATED FINANCIALSTATEMENTS (Continued) (dollars in thousands, except asnoted)

class members describing the settlement andgiving class members the opportunity to opt out of or object to thesettlement. The court will also set a date for a fairness hearing whichwill likely take place later in 2005.

On January 23, 2001, theCompany's board of directors, in a unanimous decision, terminatedthe employment of Jerry Brantley, then President and COO of theCompany. On April 29, 2002, Mr. Brantley initiated litigation againstthe Company and the Chairman of the Company, David E. Sharbutt in theDistrict Court of Lubbock County, Texas, 22nd JudicialDistrict, alleging wrongful termination. In the litigation, Mr.Brantley claimed, among other things, that the Company'stermination of his employment was without cause under his employmentagreement rather than a termination for non-performance. As such, Mr.Brantley's claim sought money damages for (i) severance pay equalto one year's salary at the time of his termination, (ii) thevalue of certain unexercised stock options he owned at the time of histermination, (iii) an allegedly unpaid bonus and (iv) exemplarydamages, as well as recovery of attorneys' fees and costs. Mr.Brantley's claims against the Company and its CEO were resolvedpursuant to a settlement agreement dated February 6, 2004. Thesettlement did not materially impact the Company's consolidatedfinancial statements or operations.

On January 8, 2003 a claimwas made against the Company by Southwest Antenna and Tower, Inc.("SWAT") in the Second Judicial DistrictCourt, County of Bernalillo, State of New Mexico, for monies due on anopen account. SWAT sought to recover approximately $2.0 million fromthe Company relative to work performed by SWAT during 2000 for RobertsWireless Communications, LLC which was acquired by the Company in thefirst quarter of 2001. This claim was settled for $875 during thesecond quarter of 2003.

In November and December 2003 andJanuary 2004, multiple lawsuits were filed against Alamosa Holdings andDavid E. Sharbutt, the Company's Chairman and Chief ExecutiveOfficer as well as Kendall W. Cowan, the Company's ChiefFinancial Officer. Steven Richardson, the Company's ChiefOperating Officer, was also a named defendant in one of the lawsuits.Each claim is a purported class action filed on behalf of a putativeclass of persons who and/or entities that purchased AlamosaHoldings' securities between January 9, 2001 and June 13, 2002,inclusive, and seeks recovery of compensatory damages, fees and costs.Each lawsuit was filed in the United States District Court for theNorthern District of Texas, in either the Lubbock Division or theDallas Division. On February 27, 2004, the lawsuits were consolidatedinto one action pending in the United States District Court for theNorthern District of Texas, Lubbock Division. On March 4, 2004, theCourt appointed the Massachusetts State Guaranteed Annuity Fund toserve as lead plaintiff and approved its selection of lead counsel forthe consolidated action.

On May 18, 2004, the lead plaintifffiled a consolidated complaint. The consolidated complaint names threeof the original defendants (the Company, David Sharbutt and KendallCowan), drops one of the original defendants (Steven Richardson) andnames two new defendants who are outside directors (Michael Roberts andSteven Roberts). The putative class period remains the same. Theconsolidated complaint alleges violations of Sections 10(b) and 20(a)of the Exchange Act, Rule 10b-5 promulgated thereunder, and Sections 11and 15 of the Securities Act. The consolidated complaint seeks recoveryof compensatory damages, fees, costs, rescission or rescissory damagesin connection with the Sections 11 and 15 claims, and injunctive reliefand/or disgorgement in connection with defendants' allegedinsider trading proceeds. At the end of the putative class period onJune 13, 2002, the Company announced that its projection of netsubscriber additions for the second quarter of 2002 would be less thanpreviously projected. The consolidated complaint alleges, among otherthings, that the Company made false and misleading statements aboutsubscriber additions during the putative class period. The consolidatedcomplaint also alleges that the Company's financial statementswere 

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ALAMOSAHOLDINGS, INC.

NOTES TO CONSOLIDATED FINANCIALSTATEMENTS (Continued) (dollars in thousands, except asnoted)

false and misleading because we improperlyrecognized revenue and failed to record adequate allowances foruncollectible receivables. The Company's motion to dismiss iscurrently pending before the Court.

The Company believes that itand the other defendants have meritorious defenses to these claims andintend to vigorously defend this action. No discovery has been taken atthis time, and the ultimate outcome is not currently predictable. Therecan be no assurance that the litigation will be resolved in thedefendants' favor and an adverse resolution could adverselyaffect the Company's financial condition.

On July 8 and15, 2004, two shareholder derivative suits, each asserting identicalallegations, were filed in State District Court in Dallas County, Texason behalf of the Company against certain of its officers and directors:David E. Sharbutt, the Company's Chairman and Chief ExecutiveOfficer, Kendall W. Cowan, the Company's Chief Financial Officer,as well as other current and former members of the Company'sboard of directors, including Scotty Hart, Michael V. Roberts, Ray M.Clapp, Jr., Schuyler B. Marshall, Thomas F. Riley, Jr., Steven C.Roberts, Jimmy R. White, Thomas B. Hyde and Tom M. Phelps. The suitsalso name the Company as a nominal defendant. On August 27, 2004, thelawsuits were consolidated into one action pending in State DistrictCourt in Dallas County, Texas. On November 24, 2004, the plaintiffsfiled a consolidated derivative petition. Based on allegationssubstantially similar to the federal shareholder action, the suitsassert claims for defendants' alleged violations of state law,including breaches of fiduciary duty, abuse of control, grossmismanagement, waste of corporate assets and unjust enrichment thatallegedly occurred between January 2001 and June 2002. The suits seekrecovery of damages, fees, costs, equitable and/or injunctive remedies,and disgorgement of all profits, benefits and other compensation. Thedefendants' motion to stay this suit pending the outcome of thefederal shareholder action and in the alternative, special exceptionsto the consolidated derivative petition requesting dismissal of theaction, are currently pending before the Court. No discovery has beentaken at this time, and the ultimate outcome is not currentlypredictable.

By letter dated January 10, 2005, the Companyreceived notice of request for arbitration by PVT Networks, Inc.pursuant to the Outsource Service Provider Agreement by and between PVTNetworks, Inc. and the Company. The underlying dispute concerns arequest by PVT to be reimbursed for certain costs and fees under theOutsource Service Provider Agreement. The amount of the claim appearsto be for approximately $449. The Company intends to vigorously defendthis arbitration.

On November 26, 2003, Core Group PC filed aclaim against Alamosa PCS and four other PCS Affiliates of Sprint inthe United States District Court for the District of Kansas allegingcopyright infringement related to the designs used in Sprint retailstores. The complainant sought money damages and an injunction againstAlamosa PCS' continued use of the alleged copyrighted designs.This claim was dismissed on June 4, 2004 with no adverse impact to theCompany.

The Company is involved in various claims and legalactions arising in the ordinary course of business. The ultimatedisposition of these matters is not expected to have a material adverseimpact on the Company's financial position, results of operationsor liquidity.

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ALAMOSAHOLDINGS, INC.

NOTES TO CONSOLIDATED FINANCIALSTATEMENTS (Continued) (dollars in thousands, except asnoted)

21.    QUARTERLY RESULTS OF OPERATIONS(UNAUDITED)

The quarterly results of operations (unaudited) for2003 and 2004 by quarter are asfollows:

|                                              |  |                                         |         |         |  |              |         |            |  |        |         |         |  |        |         |         |  |  |
|----------------------------------------------|--|-----------------------------------------|---------|---------|--|--------------|---------|------------|--|--------|---------|---------|--|--------|---------|---------|--|--|
|                                         |  | Quarterended                            |         |
|                                         |  | March31                                 |         | June 30 |  | September 30 |         | December31 |
|                                         |  | (In thousands, except per shareamounts) |
| 2003:                                        |  |                                    |    |    |  |         |    |       |  |   |    |    |  |   |    |    |
| Netsales                                     |  | $                                       | 141,108 |    |  | $            | 155,394 |       |  | $      | 166,390 |    |  | $      | 168,158 |    |
| Operatingincome(loss)                        |  |                                    | (10,147 | )  |  |         | 2,559   |       |  |   | 3,376   |    |  |   | 16,239  |    |
| Netloss                                      |  |                                    | (30,531 | )  |  |         | (18,663 | )     |  |   | (17,510 | )  |  |   | (8,142  | )  |
| Preferredstockdividends                      |  |                                    | — |    |  |         | — |       |  |   | — |    |  |   | (1,770  | )  |
| Basicand diluted net losspershare            |  |                                    | (0.33   | )  |  |         | (0.20   | )     |  |   | (0.19   | )  |  |   | (0.09   | )  |
|                                         |  |                                    |    |    |  |         |    |       |  |   |    |    |  |   |    |    |
| 2004:                                        |  |                                    |    |    |  |         |    |       |  |   |    |    |  |   |    |    |
| Netsales                                     |  |                                    | 176,690 |    |  |         | 193,329 |       |  |   | 211,366 |    |  |   | 221,715 |    |
| Operatingincome                              |  |                                    | 6,265   |    |  |         | 20,191  |       |  |   | 19,812  |    |  |   | 24,876  |    |
| Netincome(loss)                              |  |                                    | (12,548 | )  |  |         | (10,706 | )     |  |   | 2,168   |    |  |   | 3,818   |    |
| Preferredstockdividends                      |  |                                    | (3,220  | )  |  |         | (2,576  | )     |  |   | (2,282  | )  |  |   | (2,243  | )  |
| Preferredstock conversionpremium             |  |                                    | — |    |  |         | (6,441  | )     |  |   | (160    | )  |  |   | — |    |
| Basicand diluted net earnings (loss)pershare |  |                                    | (0.17   | )  |  |         | (0.19   | )     |  |   | (0.00   | )  |  |   | 0.01    |    |
|                                         |  |                                    |    |    |  |         |    |       |  |   |    |    |  |   |    |    |
|                                              |

22.    SUBSEQUENTEVENT

On December 7, 2004, the Company and its wholly-ownedsubsidiary, A-Co Merger Sub, Inc., entered into an Agreement and Planof Merger (the "Merger Agreement") withAirGate PCS, Inc. ("AirGate") providing forthe merger of AirGate with and into A-Co Merger Sub, Inc. In theMerger, each share of AirGate common stock will be exchanged for 2.87shares of Alamosa Holdings, Inc. common stock. AirGate stockholderswere given the option of electing cash consideration up to an aggregateof $100 million. The transaction was closed on February 15, 2005 aftersufficient votes were received from the stockholders of both Alamosaand AirGate. The total consideration in connection with the mergerconsisted of approximately 26 million shares of Alamosa Holdings commonstock valued at approximately $334 million and $100 million in cashconsideration as well as assumption of liabilities of AirGate ofapproximately $388 million for a total purchase price of approximately$822 million. The acquisition will be accounted for as a purchase andtotal purchase price will be allocated to the tangible and identifiableintangible assets acquired and liabilities assumed in the transactionwith any excess purchase price allocated to goodwill. The Company is inthe process of obtaining third party valuations of the acquired assetsto facilitate the purchase priceallocation.

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REPORTOF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM ON FINANCIALSTATEMENT SCHEDULE

To the Board of Directors of AlamosaHoldings, Inc.:

Our audits of the consolidated financialstatements, of management's assessment of the effectiveness ofAlamosa Holdings, Inc.'s (the"Company") internal control over financialreporting and of the effectiveness of the Company's internalcontrol over financial reporting referred to in our report dated March2, 2005 appearing in this 2004 Annual Report on Form 10-K of theCompany also included an audit of the financial statement schedulelisted in Item 15(a)(2) of this Form 10-K. In our opinion, thisfinancial statement schedule presents fairly, in all material respects,the information set forth therein when read in conjunction with therelated consolidated financial statements.

PricewaterhouseCoopers LLP Dallas, Texas

March 2, 2005

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SCHEDULE II

ALAMOSA HOLDINGS,INC.

CONSOLIDATED VALUATION AND QUALIFYING ACCOUNTS

FOR THE PERIOD DECEMBER 31, 2002 THROUGH DECEMBER 31, 2004 (inthousands)

|                                |  |                              |         |                                      |  |                                 |         |            |  |                        |         |        |  |        |         |         |  |        |         |        |  |  |
|--------------------------------|--|------------------------------|---------|--------------------------------------|--|---------------------------------|---------|------------|--|------------------------|---------|--------|--|--------|---------|---------|--|--------|---------|--------|--|--|
| Classification                 |  | BalanceatBeginning of Period |         | AdditionsChargedtoCosts and Expenses |  | AdditionsChargedtoOtherAccounts |         | Deductions |  | BalanceatEnd of Period |
| December 31,2002               |  |                         |    |                                 |  |                            |    |       |  |                   |    |   |  |   |    |    |  |   |    |   |
| Allowancefor doubtfulaccounts  |  | $                            | 5,892   |                                 |  | $                               | 40,285  |       |  | $                      | — |   |  | $      | (37,726 | )  |  | $      | 8,451   |   |
| Deferredtax valuationallowance |  |                         | — |                                 |  |                            | — |       |  |                   | — |   |  |   | — |    |  |   | — |   |
| December31,2003                |  |                         |    |                                 |  |                            |    |       |  |                   |    |   |  |   |    |    |  |   |    |   |
| Allowancefor doubtfulaccounts  |  | $                            | 8,451   |                                 |  | $                               | 13,451  |       |  | $                      | — |   |  | $      | (15,919 | )  |  | $      | 5,983   |   |
| Deferredtax valuationallowance |  |                         | — |                                 |  |                            | 15,809  |       |  |                   | — |   |  |   | — |    |  |   | 15,809  |   |
| December31,2004                |  |                         |    |                                 |  |                            |    |       |  |                   |    |   |  |   |    |    |  |   |    |   |
| Allowancefor doubtfulaccounts  |  | $                            | 5,983   |                                 |  | $                               | 12,827  |       |  | $                      | — |   |  | $      | (13,082 | )  |  | $      | 5,728   |   |
| Deferredtax valuationallowance |  |                         | 15,809  |                                 |  |                            | 2,170   |       |  |                   | — |   |  |   | — |    |  |   | 17,979  |   |
|                                |

Thisschedule should be read in conjunction with the Company's auditedconsolidated financial statements and related notes thereto that appearin this annual report on Form 10-K.

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