EXECUTION
COPY
PRIVATE AND
CONFIDENTIAL


CONFIDENTIAL
SETTLEMENT MATERIALS — SUBJECT TO


DELAWARE UNIFORM
RULE OF EVIDENCE 408 — NOT TO BE USED OR


DISCLOSED
FOR ANY PURPOSE OTHER THAN SETTLEMENT



SETTLEMENT
AGREEMENT AND MUTUAL RELEASE


This Settlement Agreement and
Mutual Release (this ‘‘Agreement’’) is
entered into as of November 21, 2005, by and among Sprint Nextel
Corporation, a Kansas corporation, Nextel Communications, Inc., a
Delaware corporation, Sprint Spectrum L.P., a Delaware limited
partnership, SprintCom, Inc., a Kansas corporation, and Sprint
Communications Company L.P., a Delaware limited partnership
(collectively, the ‘‘Sprint Parties’’),
Alamosa Holdings, Inc., a Delaware corporation, Alamosa Wisconsin
Limited Partnership, a Wisconsin limited partnership, Texas
Telecommunications, L.P., a Texas limited partnership, Alamosa
Missouri, LLC, a Missouri limited liability company, Washington Oregon
Wireless, LLC, an Oregon limited liability company, Southwest PCS,
L.P., an Oklahoma limited partnership and AirGate PCS, Inc., a Delaware
corporation (‘‘AirGate’’ and collectively,
the ‘‘Alamosa Parties’’ and together with
the Scotland Parties, the
‘‘Parties’’).


Whereas, on
August 8, 2005, AirGate initiated a lawsuit against the Sprint Parties
asserting, among other things, breach of contract and seeking numerous
remedies, which is currently pending in the Delaware Court of Chancery
(the ‘‘Chancery Court’’) and
is styled AirGate PCS, Inc. v. Sprint Corporation, Sprint Spectrum
L.P., Sprint Communications Company L.P., SprintCom, Inc., S-N Merger
Corp, and Nextel Communications, Inc., C.A. No. 1548-N (the
‘‘Litigation’’);


Whereas,
on the terms and subject to the conditions contained herein, the
Parties wish to compromise and settle the claims in the
Litigation;


Now, therefore, in consideration of the mutual
covenants and promises set forth herein, and for other good and
valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the parties hereto, intending to be legally bound, hereby
agree as follows:


1. Agreement and Plan of
Merger. The Parties are executing and delivering this
Agreement contemporaneously with the execution and delivery by certain
Alamosa Parties and certain Sprint Parties of an Agreement and Plan of
Merger (the ‘‘Merger
Agreement’’) in the form attached as Exhibit
A to this Agreement.


2. Effectiveness of
Provisions. This Section 2 and Sections 1, 4, 5, 6, 7, 8, 9,
10 and 11 of this Agreement shall be effective from and after the date
of this Agreement (the ‘‘Signing
Date’’); provided that Sections 5, 6 (other than
the last sentence thereof), 7, 8 and 9 of this Agreement shall
terminate if the Merger Agreement is terminated for any reason. The
remainder of this Agreement, including but not limited to the releases
provided for in this Agreement, will become effective at the time (the
‘‘Effectiveness Time’’) of
the consummation of the Merger.

3. General
Releases.


(a) Sprint Release of the Alamosa
Parties. As of the Effectiveness Time, except for any
claims under this Agreement, the Merger Agreement and the agreements
and transactions contemplated hereby and thereby, each of the Sprint
Parties releases and forever discharges the Alamosa Parties and their
respective officers, directors, shareholders, partners, members,
subsidiaries, employees, agents, attorneys and representatives (the
"Sprint Released Parties’’) from all
liabilities, claims, attorneys’ fees, damages, injuries, causes
of action, and losses of any kind (including any claims for equitable
or injunctive relief) that any of the Sprint Parties ever had, now has,
may assert or may in the future claim to have against any of the Sprint
Released Parties by reason of any act, failure to act, occurrence or
event occurring or existing on or before the Effectiveness Time,
including but not limited to all claims that were or could have been
asserted in the Litigation (‘‘Sprint’s
Claims’’ and together with Alamosa’s
Claims, the ‘‘Released
Claims’’). 


(b) Alamosa Release
of the Sprint Parties. As of the Effectiveness Time, except
for any claims under this Agreement, the Merger Agreement and the
agreements and transactions contemplated hereby 

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and thereby, each of the Alamosa Parties
releases and forever discharges the Sprint Parties and their respective
officers, directors, shareholders, partners, members, subsidiaries,
employees, agents, attorneys and representatives (the
"Alamosa Released Parties’’) from all
liabilities, claims, attorneys’ fees, damages, injuries, causes
of action, and losses of any kind (including any claims for equitable
or injunctive relief) that any of the Alamosa Parties ever had, now
has, may assert or may in the future claim to have against any of the
Alamosa Released Parties by reason of any act, failure to act,
occurrence or event occurring or existing on or before the
Effectiveness Time, including but not limited to all claims that were
or could have been asserted in the Litigation
(‘‘Alamosa’s Claims’’
and together with Sprint’s Claims, the
‘‘Released Claims’’).


(c) Complete Release. Effective as of the
Effectiveness Time, this Agreement constitutes the complete compromise,
settlement, accord and satisfaction of all of the Released
Claims.

(d) No Release by Alamosa Parties of Alamosa
Directors, Officers, Etc. Notwithstanding anything in this
Agreement to the contrary, nothing in this Section 3 shall be construed
to be a release by the Alamosa Parties of any of their respective
officers, directors, shareholders (other than the Sprint Parties),
partners, members, subsidiaries, employees, agents, attorneys or
representatives.


(e) Dismissal of
Litigation. At the Effectiveness Time, the Parties will
execute and deliver, all to the other Parties, and will file with the
Chancery Court, such documents as may be necessary or desirable to
effect the dismissal with prejudice of the
Litigation.


4. Expenses. The Parties
will pay their own expenses and attorney’s fees incurred in
connection with the Litigation and with the negotiation and execution
of this Agreement.


5. Performance of
Agreements. Between the Signing Date and the Effectiveness
Time, the Alamosa Parties and the Sprint Parties each agree to continue
to perform all obligations under the various commercial agreements in
effect between one or more of the Alamosa Parties and one or more of
the Sprint Parties. Notwithstanding the foregoing, the Parties agree
that this Section 5 shall not constitute the basis for any claim by any
of the Alamosa Parties for any breach by any of the Sprint Parties of
Section 2.3 of the Sprint PCS Management Agreements (as defined in the
Merger Agreement) (any such breach, an
‘‘Exclusivity
Breach’’).


6. Stay of
Litigation. No later than November 22, 2005, the Parties
will submit jointly to the Chancery Court a motion to
‘‘stay’’ the Litigation, and cooperate to
cause the Chancery Court to issue an order granting the stay,
substantially in the form attached as Exhibit B to this
Agreement. So long as this Section 6 remains in effect, at least ten
days prior to the expiration of any
‘‘stay’’ of the Litigation, the Parties
will file jointly with the Chancery Court motions or stipulations to
extend the stay of the litigation for consecutive 90-day periods, and
shall cooperate to cause the Chancery Court to issue orders granting
such extensions. So long as this Section 6 remains in effect, none of
the Parties shall seek to modify or withdraw the stay or take any other
action inconsistent with the continuation of such stay during the term
of this Section 6. If the Merger Agreement terminates for any reason,
the Sprint Parties agree to waive the applicability of Section 17.14
(other than with respect to punitive damages) of the Sprint PCS
Management Agreements (as defined in the Merger Agreement) to any
damages suffered by the Alamosa Parties during the period from the
Signing Date through the date of the termination of the Merger
Agreement as a result of any actions by any of the Sprint Parties
during such period that constitute an Exclusivity
Breach.

7. Covenant Not To Sue or To Assist Third
Parties.


(a) Covenant by Alamosa Parties. From and
after the Signing Date, so long as this Section 7 remains in effect,
except for any claims under this Agreement, the Merger Agreement and
the agreements and transactions contemplated hereby and thereby, no
Alamosa Party will (i) commence or in any manner seek relief against
any Alamosa Released Party through any suit or proceeding, (ii) become
a party to any suit or proceeding arising from or in connection with an
attempt by or on behalf of any third party to enforce or collect an
amount based on any Released Claim (including, without limitation, any
claim that will become a Released Claim as of the Effectiveness Time),
or (iii) assist in any manner any other Sprint PCS Affiliate in
connection with any threatened or existing litigation such party may
have against any Sprint Party; provided however that an Alamosa Party
may honor a subpoena if one is issued by a court of competent
jurisdiction. In addition, no Alamosa Party will assist the efforts of
any third party 

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attempting to enforce or collect an amount
based on a Released Claim (including, without limitation, any claim
that will become a Released Claim as of the Effectiveness Time), unless
required to do so by a court of competent jurisdiction.


(b)
Covenant by Sprint Parties. From and after the Signing Date, so
long as this Section 7 remains in effect, except for any claims under
this Agreement, the Merger Agreement and the agreements and
transactions contemplated hereby and thereby, no Sprint Party will (i)
commence or in any manner seek relief against any Sprint Released Party
through any suit or proceeding, or (ii) become a party to any suit or
proceeding arising from or in connection with an attempt by or on
behalf of any third party to enforce or collect an amount based on any
Released Claim (including, without limitation, any claim that will
become a Released Claim as of the Effectiveness Time). In addition, no
Sprint Party will assist the efforts of any third party attempting to
enforce or collect an amount based on a Released Claim (including,
without limitation, any claim that will become a Released Claim as of
the Effectiveness Time), unless required to do so by a court of
competent
jurisdiction.


8. Contract. The
Parties understand that the terms in this Agreement are binding
contractual commitments and not mere recitals, and that the Parties are
not relying upon any statement or representation made by any Party
released, any such Party’s agents or attorneys, or any other
person, concerning the nature, extent or duration of any injuries or
damages, or concerning any other thing or matter, but are relying
solely and exclusively upon their own knowledge, belief and
judgment.


9. Additional Facts. The
Parties are aware that they may after the date of this Agreement
discover claims or facts in addition to or different from those they
now know or believe to be true with respect to Released Claims.
Nevertheless, it is the intention of the Parties as of the
Effectiveness Time to fully, finally and forever settle and release all
Released Claims, including existing claims for damages and losses that
are presently unknown or unanticipated. In furtherance of this
intention, upon the Effectiveness Time, the releases given in this
Agreement are and will remain in effect as full and complete mutual
releases of Released Claims, notwithstanding the discovery or existence
of any additional or different facts relative to them. Each Party
assumes the risk of any mistake in executing this Agreement and
furnishing the releases set forth in this Agreement. Without limiting
the generality of the preceding sentences in this Section 9, each Party
waives and relinquishes, to the extent permitted by law, any right or
benefit that such Party has or might have under any provision of
statutory or non-statutory law that might provide that a release does
not extend to claims that a person does not know or suspect to exist at
the time of execution of the release that, if known, would or might
have materially affected the decision to give the release.


10. Waivers. No waiver by a Party of any
breach of or default under this Agreement will be deemed to be a waiver
of any other breach or default of any kind or nature of this Agreement.
No acceptance of payment or performance by a Party after any such
breach or default will be deemed to be a waiver of any breach or
default of this Agreement, whether or not such Party knows of such
breach or default at the time it accepts such payment or performance.
No failure or delay on the part of a Party to exercise any right it
might have will prevent the exercise of that right by that Party at any
time the other Party continues to be in default, and no such failure or
delay will operate as a waiver of any default.

11. Other
Provisions.


(a) Governing Law. All
issues and questions concerning the construction, validity, enforcement
and interpretation of this Agreement will be governed by and construed
under Delaware law, without giving effect to any choice of law or
conflict of law rules or provisions (whether of Delaware or any other
jurisdiction) that would cause the application of the laws of any
jurisdiction other than Delaware.


(b) Jurisdiction.
 Each Party irrevocably and unconditionally submits to the
exclusive jurisdiction of the Court of Chancery or such other
appropriate trial court in the State of Delaware, and any appellate
court from such court, in any suit, action or proceeding arising out of
or relating to this Agreement.


(c) Entire Agreement;
Binding Effect. This Agreement constitutes the entire
agreement between the Parties with respect to the subject matter it
covers and supersedes all prior agreements, negotiations,
representations and discussions between the Parties with respect to the
subject matter it covers. This Agreement will be binding on and inure
to the benefit of the Parties and their respective successors and
assigns.


(d) Construction. The Parties
participated in the negotiation and drafting of this Agreement. If any
ambiguity or question of intent or interpretation arises, the Parties
intend that (i) this Agreement be 

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construed as if they had drafted it together,
and (ii) no presumption or burden of proof arises favoring or
disfavoring any Party by virtue of its role in drafting any provision
of this Agreement. All pronouns and any variations of pronouns used in
this Agreement refer to the masculine, feminine or neuter, singular or
plural as the identity of the person or persons
require.


(e) Severability. If any term or
provision of this Agreement is illegal, invalid or unenforceable for
any reason whatsoever, that term or provision will be enforced to the
maximum extent permissible so as to effect the intent of the Parties,
and such illegality, invalidity or unenforceability will not affect the
validity, legality or enforceability of the remainder of this
Agreement.


(f) Amendment. Any amendment
to this Agreement must be in a written document signed by the Parties
and must state the intent of the Parties to amend this
Agreement.


(g) No Admission of
Liability. It is expressly understood and agreed that this
Agreement is a compromise of disputed claims and that execution of,
making of payments under, and performing of obligations under this
Agreement are not to be construed as an admission of liability on the
part of any Party.


(h) Counterparts. This
Agreement may be signed in counterpart or duplicate copy and by
facsimile signature, and any signed counterpart, duplicate or facsimile
copy is the equivalent to a signed original for all
purposes.


(i) For Settlement Purposes. If
the Effectiveness Time does not occur, the Parties agree that Delaware
Uniform Rule of Evidence 408 will apply to this Agreement and none of
this Agreement or any negotiations of the terms of this Agreement will
be admissible for any purpose in the
Litigation.

(j) Waiver of Jury Trial. EACH PARTY
WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT
MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY ACTION, SUIT OR
PROCEEDING ARISING OUT OF THIS AGREEMENT, AND WHETHER MADE BY CLAIM,
COUNTER CLAIM, THIRD PARTY CLAIM OR OTHERWISE.


(k) Confidentiality. The Parties agree that
neither of them will disclose the contents of this Agreement, the
details or terms of this settlement, or the fact of this settlement or
any matters pertaining to this settlement unless such disclosure is (i)
lawfully required by any governmental agency; (ii) otherwise required
to be disclosed by law; or (iii) necessary in any legal proceeding in
order to enforce any provisions of this Agreement. The Parties agree
that they will notify each other in writing within five (5) calendar
days of the receipt of any subpoena, court order, or administrative
order requiring disclosure of information subject to this
non-disclosure provision.


(l) Due
Authorization. The Parties hereby represent and warrant that the
individuals signing this Agreement on their behalf are duly authorized
and fully competent to do so.

(m) Assignment,
Predecessors, Successors, and Assigns. This Agreement shall be
binding upon and shall inure to the benefit of the Parties hereto and
their legal representatives, predecessors, successors, and
assigns.


(n) Assignment. The Parties
hereby warrant and represent that they have not assigned or in any way
transferred or conveyed all or any portion of the claims covered by
this Agreement, and to their knowledge, no other person or entity has a
right to any claim that purports to be settled by this Agreement. The
Parties acknowledge and agree that this warranty and representation is
an essential and material term of this Agreement, without which they
would not have entered into it. The Parties each agree to defend and to
hold each other harmless against the claims of any other person or
entity asserting a claim or right that purports to be settled by the
Agreement.


[Remainder of page intentionally left
blank.]


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EACH PARTY HAS COMPLETELY READ THE
TERMS OF THIS AGREEMENT, FULLY UNDERSTANDS THEM AND VOLUNTARILY ACCEPTS
THEM FOR THE PURPOSE OF MAKING FULL AND FINAL COMPROMISE, ADJUSTMENT
AND SETTLEMENT OF ALL CLAIMS, DISPUTED OR OTHERWISE, IN ACCORDANCE WITH
THE TERMS OF THIS AGREEMENT.

		
	 	SPRINT
NEXTEL CORPORATION



		By:  /s/ Paul
Saleh

        Name: Paul
Saleh
        Title:
CFO




		
	 	NEXTEL COMMUNICATIONS,
INC.



		By:  /s/ Paul
Saleh

        Name: Paul
Saleh
        Title: President &
CFO





		SPRINT SPECTRUM
L.P.





		By:  Gary E.
Charde

        Name: Gary E.
Charde
        Title: Vice
President





		SPRINTCOM,
INC.





		By:  /s/ Steven M
Nielsen

        Name: Steven M.
Nielsen
        Title: Senior Vice
President





		SPRINT COMMUNICATIONS COMPANY
L.P.





		By:  /s/ Gary E.
Charde

        Name: Gary E.
Charde
        Title:Vice
President




		
	 	ALAMOSA HOLDINGS,
INC.



		By:  /s/ David
Sharbutt

        Name: David
Sharbutt
        Title: Chief Executive
Officer




		
	 	ALAMOSA WISCONSIN LIMITED
PARTNERSHIP



		By:  /s/ David
Sharbutt

        Name: David
Sharbutt
        Title:
Manager




		
	 	TEXAS TELECOMMUNICATIONS,
L.P.



		By:  /s/ David
Sharbutt

        Name: David
Sharbutt
        Title:
Manager




		
	 	ALAMOSA MISSOURI,
LLC



		By:  /s/ David
Sharbutt

        Name: David
Sharbutt
        Title:
Manager




		
	 	WASHINGTON OREGON WIRELESS,
LLC



		By:  /s/ David
Sharbutt

        Name: David
Sharbutt
        Title:Manager




		
	 	SOUTHWEST
PCS, L.P.


5









		By:  /s/ David
Sharbutt

        Name: David
Sharbutt
        Title:
Manager




		
	 	AIRGATE PCS,
INC.



		By:  /s/ David
Sharbutt

        Name: David
Sharbutt
        Title:
Manager




6