Exhibit 10.63

                                   ADDENDUM VI
                                       TO
                       SPRINT PCS MANAGEMENT AGREEMENT AND
                          SPRINT PCS SERVICES AGREEMENT

             Amending these agreements further and restating certain
                        Paragraphs in Addenda I through V

                              Dated March 26, 2004

Manager: SOUTHWEST PCS, L.P.

Service Area BTAs:

     Oklahoma   Oklahoma City #329
                   (Service Area is limited)
                Tulsa #448
                   (Service Area is limited)
                Lawton-Duncan #248
                Muskogee #311
                Enid #130
                Ardmore #019
                Stillwater #433
                Ada #004
                McAlester #267
                Ponca City #354
                Bartlesville #031

     Kansas     Salina #396
                Hutchinson #200
                   (Service area is limited)
                Manhattan #275
                Emporia #129

     Arkansas   Fort Smith #153
                Fayetteville #140
                Little Rock #257
                   (Service Area is limited)
                Russellville #387

     Texas      Wichita Falls #473



          This Addendum VI (this "Addendum") contains amendments to the Sprint
PCS Management Agreement, the Sprint PCS Services Agreement, the Sprint
Trademark and Service Mark License Agreement and the Sprint Spectrum Trademark
and Service Mark License Agreement, each of which was entered into on July 10,
1998 by the same parties to this Addendum.

          The Management Agreement, Services Agreement and Trademark License
Agreements were amended by:

          (1)  Addendum I dated July 10, 1998,

          (2)  Addendum II dated April 30, 1999,

          (3)  Addendum III dated March 7, 2001,

          (4)  Addendum IV dated March 30, 2001, and

          (5)  Addendum V dated September 12, 2003.

          The purposes of this Addendum are to (1) amend the Management
Agreement, the Services Agreement, the Trademark License Agreements and the
Schedule of Definitions and restate those paragraphs in the addenda executed
previously that amend the Management Agreement, the Services Agreement, the
Trademark License Agreements and the Schedule of Definitions (see section A
below), and (2) provide cross-references to those paragraphs in addenda executed
previously that are not restated in this Addendum (see section B below).

          The terms and provisions of this Addendum control over any conflicting
terms and provisions contained in the Management Agreement, the Services
Agreement, the Trademark License Agreements and the Schedule of Definitions. The
Management Agreement, the Services Agreement, the Trademark Licenses Agreements,
the Schedule of Definitions and all prior addenda continue in full force and
effect, except for express modifications made in this Addendum. This Addendum
does not change the effective date of any prior amendment made to the Management
Agreement, the Services Agreement, the Trademark License Agreements or the
Schedule of Definitions through previously executed addenda.

          Capitalized terms used and not otherwise defined in this Addendum have
the meaning ascribed to them in the Schedule of Definitions or in prior addenda.
Section and Exhibit references are to sections and Exhibits of the Management
Agreement unless otherwise noted.

          The parties entered into Addendum V dated September 12, 2003, but the
parties acknowledge that Addendum V is superseded in its entirety by this
Addendum. This Addendum is effective upon execution by the Parties of all of the
following addenda (the "Effective Date"):

     o    Alamosa Missouri, LLC Addendum XI,

     o    Alamosa Wisconsin Limited Partnership Addendum X,


                                        2



     o    Southwest PCS, L.P. Addendum VI,

     o    Texas Telecommunications, LP Addendum XI, and

     o    Washington Oregon Wireless LLC Addendum VII.

          Sprint PCS will determine the amount payable to or due from Manager
that results from changes effected by this Addendum for the period from the
Effective Date of Addendum V to the Effective Date of this Addendum (the "MFN
True-Up Amount"). Within 30 calendar days after the Effective Date of this
Addendum, Sprint PCS will notify Manager of the MFN True-Up Amount and provide
reasonable supporting detail and calculations used to calculate the MFN True-Up
Amount. If Sprint PCS owes Manager the MFN True-Up Amount, Sprint PCS will pay
Manager the MFN True-Up Amount at the time Sprint PCS sends the MFN True-Up
Amount notice.

          If Manager disputes the MFN True-Up Amount determined by Sprint PCS,
Manager must give Sprint PCS written notice of the specific dispute, the reason
for the dispute and the MFN True-Up Amount Manager believes is correct,
including reasonable supporting detail and calculations, within 10 calendar day
after delivery of the MFN True-Up Amount notice by Sprint PCS. If the parties
are unable to resolve the dispute within 60 calendar days after the Effective
Date of this Addendum, the dispute will be submitted for resolution under the
dispute resolution process in section 14.

          Within 5 business days after the MFN True-Up Amount is finally
determined, whether through agreement of the parties or through the dispute
resolution process in section 14:

               (i) if Sprint PCS owes Manager any additional MFN True-Up Amount,
     then Sprint PCS, in its sole discretion, can pay Manager in a separate wire
     transfer or include the MFN True-Up Amount in the calculation of the next
     monthly payment due under section 10.12; or

               (ii) if Manager owes Sprint PCS the MFN True-Up Amount or a
     reimbursement of any overpayment of the MFN True-Up Amount by Sprint PCS,
     then Manager, in its sole discretion, can pay Sprint PCS in a separate wire
     transfer or instruct Sprint PCS to include the MFN True-Up Amount in the
     calculation of the next monthly payment due under section 10.12.

          The MFN True-Up Amount will not bear interest.

          In connection with this Addendum, a Settlement Agreement and Mutual
Release, dated September 12, 2003, between Sprint Spectrum L.P., SprintCom,
Inc., Sprint Communications Company L.P., WirelessCo, L.P., Alamosa Holdings,
Inc., Alamosa (Delaware), Inc., Alamosa Holdings, LLC, Alamosa Missouri, LLC
(f/k/a Roberts Wireless Communications, LLC), Southwest PCS, L.P., Washington
Oregon Wireless LLC, Alamosa Wisconsin Limited Partnership and Texas
Telecommunications,


                                        3



LP was executed and delivered, and the payment required under that agreement was
paid and received.

          On the Effective Date the Management Agreement, the Services
Agreement, the Trademark License Agreements and the Schedule of Definitions are
amended and restated as follows:

     A. New Amendments and Restatement of Previous Amendments to Sprint PCS
Agreements.

                              Management Agreement

     1. Vendor Purchase Agreements - Software Fees [NEW]. Section 1.3 is amended
to read as follows:

          Insert: "1.3.1 Discounted Volume-Based Pricing." before the first
     paragraph.

          Insert: "1.3.2 Subscriber and Infrastructure Equipment." before the
     second paragraph.

          Insert: "1.3.3 Exclusive Use." before the third paragraph.

          Add a new section 1.3.4 as follows:

     1.3.4 Software Fees.

          (a) Manager acknowledges that Sprint PCS administers the testing and
     implementation of the Software (i.e., pushing of the Software) into the
     Service Area Network.

          (b) Sprint PCS, when obtaining software for its own use that is
     identical to the Software, will use commercially reasonable efforts to
     obtain a license from vendors providing for the right of Manager to use the
     Software in connection with telecommunications equipment manufactured by
     the vendor (collectively the software obtained by Sprint PCS for its own
     use and the Software that operates on telecommunications equipment
     manufactured by the vendor are for purposes of this section 1.3.4, the
     "Vendor Software"; when the term "Vendor Software" is used with respect to
     Manager, it means only the Software, and not the software used only by
     Sprint PCS).

          (c) Manager will arrange independently with the vendor to obtain a
     license if Sprint PCS cannot reasonably obtain a license for Manager. Any
     license that Manager obtains from a vendor must require the Vendor Software
     to be tested in Sprint PCS test beds by Sprint PCS and require Sprint PCS,
     not the vendor or Manager, to push the Vendor Software to the Service Area
     Network unless Sprint PCS otherwise consents in advance in writing. Sprint
     PCS agrees to


                                        4



     test the Vendor Software in Sprint PCS test beds within a reasonable period
     after Manager reasonably requests the tests in writing.

          (d) Sprint PCS will:

                    (i) notify Manager in writing at least 60 days before the
               date of an automatic renewal of, or Sprint PCS' unilateral act to
               renew or extend, an agreement that provides Sprint PCS the right
               to use the Vendor Software, or

                    (ii) use reasonable efforts to notify Manager in writing
               before the date Sprint PCS intends to start negotiations with a
               vendor regarding extension, renewal, pricing or other material
               terms relating to Sprint PCS' and Manager's right to use the
               Vendor Software (whether for new Software or renewal of an
               existing license), and at least 60 days before the date Sprint
               PCS executes an agreement, extension or renewal.

          The notice by Sprint PCS will include the material terms and
     conditions of any such agreement or negotiations to the extent known at the
     time of the notice, including the network elements to be covered by the
     right to use the Vendor Software. Manager must notify Sprint PCS in writing
     within 30 days after receiving the notice described in the first sentence
     of this section 1.3.4(d) if Manager wants Sprint PCS to attempt to obtain
     or continue the right for Manager to use the Vendor Software. Sprint PCS
     will renew or negotiate the agreement as if Manager will not be a user of
     the Vendor Software if Manager does not provide notice to Sprint PCS within
     the 30-day period. However, Sprint PCS may obtain pricing from the vendor
     for the Vendor Software that includes Manager as a user if obtaining the
     pricing does not obligate Manager to be a user.

          Sprint PCS will advise Manager upon Manager's reasonable request of
     the status of the Software negotiations if Manager requested Sprint PCS to
     obtain or continue the right for Manager to use the Vendor Software under
     Sprint PCS' agreement with the vendor. Sprint PCS will use commercially
     reasonable efforts to give Manager notice of the final pricing for the
     right to use the Vendor Software no less than 20 days before the expected
     execution or renewal of the agreement; provided that, in any event, Sprint
     PCS will give Manager notice of the final pricing no less than 3 Business
     Days before the expected execution or renewal of the agreement. If
     necessary, Manager agrees to use commercially reasonable efforts to enter
     into a nondisclosure agreement with the vendor to facilitate providing such
     final pricing to Manager.

          Manager may give Sprint PCS notice by the time set forth in Sprint
     PCS' notice to Manager (which time will not be less than 10 Business Days)
     that Manager does not intend to use the Vendor Software through the
     agreement


                                        5



     between Sprint PCS and the vendor. If Manager does not give this final
     notice to Sprint PCS, Manager is deemed to agree to be a user of the Vendor
     Software through the agreement between Sprint PCS and the vendor and will
     pay the Allocable Software Fee. Within 15 Business Days after execution of
     an agreement between Sprint PCS and the vendor, Sprint PCS will provide to
     Manager a forecast of Manager's Allocable Software Fee, the estimated
     payment due dates relating to the Allocable Software Fee, and the
     proportion of Manager's Allocable Software Fee forecast to be due on each
     payment due date.

          Sprint PCS does not have to obtain a license for Vendor Software for
     Manager, even if Manager requests Sprint PCS to obtain such license, if at
     any time before execution of the agreements granting the license Sprint PCS
     reasonably believes that Manager is more likely than not to unreasonably
     refuse to pay the Allocable Software Fee or Sprint PCS reasonably believes
     that the Manager is in such financial condition that Manager is more likely
     than not to be unable to pay the Allocable Software Fee.

          If Manager accepts the Vendor Software, Sprint will give Manager,
     Manager's proportional share of (i) any cash benefits relating specifically
     to the Vendor Software that Sprint PCS obtains from the vendor, and (ii) to
     the extent reasonably able to be made available to Manager, other benefits,
     including training, relating specifically to the Vendor Software.

          (e) Sprint PCS will pay all Software Fees relating to the Vendor
     Software to the vendor if Sprint PCS obtains a license from the vendor that
     provides Manager the right to use the Vendor Software and Manager agrees to
     pay any applicable Allocable Software Fee in accordance with this section
     1.3.4(e). Manager will be deemed to agree to pay any applicable Allocable
     Software Fee if both:

                    (i) Manager has not taken the action described in paragraph
               (d) above to decline obtaining the right to use the Vendor
               Software through the agreement between Sprint PCS and the vendor,
               and

                    (ii) Sprint PCS obtains a license providing for the right of
               Manager to use the Vendor Software.

          Manager will pay Sprint PCS the Allocable Software Fee (as defined
     below) within 30 days after receipt of an invoice. Sprint PCS will invoice
     Manager only after Sprint PCS pays the underlying Software Fee to the
     vendor. The Allocable Software Fee will not include any amount for Software
     that is the same as or functionally equivalent to any Software (y) that is
     a component of any service for which a fee is charged under the Services
     Agreement or (z) for which Sprint PCS otherwise charges Manager under this
     agreement.

          Sprint PCS will calculate the "Allocable Software Fee" as follows:


                                        6



               For each vendor, multiply:

                    (i) the Net Software Cost of the Software Fees attributable
               to the Vendor Software for which Sprint PCS has obtained for
               itself, Manager and Other Managers a license or other right to
               use, by

                    (ii) the quotient of:

                         (A) the number of Customers and Reseller Customers with
                    an NPA-NXX assigned to the Service Area that are assigned to
                    a system using the Vendor Software, as reported in the most
                    recent monthly report that Sprint PCS issues before the date
                    that Sprint PCS prepares an Allocable Software Fee invoice,
                    divided by:

                         (B) the number of Customers and Reseller Customers that
                    are assigned to any system using the Vendor Software, as
                    reported in the most recent monthly report that Sprint PCS
                    issues before the date that Sprint PCS prepares an Allocable
                    Software Fee invoice.

          (f) Sprint PCS will include with the invoice for the Allocable
     Software Fee a list of the component charges, if available from the Vendor.
     The Software Fees that Sprint PCS pays to the vendor will reflect rates no
     greater than commercial rates negotiated at arms' length. For purposes of
     clarification, the parties acknowledge the vendor may insist on a
     comprehensive fee without listing each component, but rather asserting that
     the fee covers all software necessary to operate the equipment. But Sprint
     PCS will provide to Manager a description of all the features and
     functionality in reasonable detail for all Software for which Manager is to
     pay an Allocable Software Fee.

          (g) Manager will not be charged the Allocable Software Fee for the
     Vendor Software after Manager:

                    (i) notifies Sprint PCS in writing within the periods
               allowed in section 1.3.4(d) that Manager declines to have Sprint
               PCS obtain a right for Manager to use the Vendor Software or that
               it does not intend to use the Vendor Software,

                    (ii) obtains its own license providing for Manager's right
               to use the Vendor Software, and


                                        7



                    (iii) complies with the requirements of section 1.3.4(h).

          (h) Manager will obtain its own license providing for Manager's right
     to use the Vendor Software from the vendor if Manager elects not to have
     Sprint PCS attempt to obtain a right for Manager to use the Vendor Software
     under section 1.3.4(d). Manager will notify Sprint PCS in writing and
     deliver to Sprint PCS within 10 Business Days after Manager's execution of
     Manager's separate license, a signed document from the vendor confirming
     that:

                    (i) the vendor has provided Manager a separate license for
               the necessary software and the term of that license, which term
               with appropriate renewal rights, must be at least as long as the
               license Sprint PCS has from the vendor,

                    (ii) the fees paid by Manager to the vendor reflect
               commercial rates negotiated at arms' length,

                    (iii) the Vendor Software covered by Manager's license
               provides the usage and functionality necessary for Manager to
               operate the Service Area Network in compliance with the Sprint
               PCS Technical Program Requirements, and

                    (iv) the Vendor Software may be tested in Sprint PCS test
               beds by Sprint PCS and will be pushed to the Service Area Network
               by Sprint PCS, not the vendor or Manager, unless Sprint PCS
               otherwise consents in advance in writing. Sprint PCS agrees to
               test the Vendor Software in Sprint PCS test beds within a
               reasonable period after Manager reasonably requests in writing.

     2. Interconnection [NEW]. Section 1.4 is amended and restated in its
entirety to read as follows:

          If Manager desires to interconnect a portion of the Service Area
     Network with another carrier and Sprint PCS can interconnect with that
     carrier at a lower rate, then to the extent that applicable laws, tariffs
     and agreements permit, Sprint PCS will use commercially reasonable efforts
     to arrange for the interconnection under its agreements with the carrier
     within a commercially reasonable period. Sprint PCS will bill the
     interconnection fees to Manager at actual cost.

     3. Forecasting [NEW]. Section 1.6 is amended and restated in its entirety
to read as follows:


                                        8



          1.6 Forecasting. Manager and Sprint PCS will work cooperatively to
     generate mutually acceptable forecasts of important business metrics that
     they agree upon. The forecasts are for planning purposes only and do not
     constitute either party's obligation to meet the quantities forecast.

     4. Financing [Addm IV, Section 5 and NEW]. (a) Section 1.7 is amended to
read as follows:

          1.7 Financing. The construction and operation of the Service Area
     Network requires a substantial financial commitment by Manager. The manner
     in which Manager will finance the build-out of the Service Area Network and
     provide the necessary working capital to operate the business is described
     in detail on Exhibit 1.7. Manager will allow Sprint PCS an opportunity to
     review before filing any registration statement or prospectus or any
     amendment or supplement thereto and before distributing any offering
     memorandum or amendment or supplement thereto, and agrees not to file or
     distribute any such document if Sprint PCS reasonably objects in writing on
     a timely basis to any portion of the document that refers to Sprint PCS,
     its Related Parties, their respective businesses, this agreement or the
     Services Agreement.

     (b) Exhibit 1.7 attached to this Addendum VI supersedes and replaces
Exhibit 1.7 attached to Addendum IV to the Management Agreement.

     5. Information [NEW]. A new section 1.9 is added to the Management
Agreement.

          1.9 Access to Information.

               1.9.1 Network Operations. Manager and Sprint PCS will have access
     to, and may monitor, record or otherwise receive, information processed
     through equipment, including switches, packet data switching nodes and cell
     site equipment, that relates to the provision of Sprint PCS Products and
     Services or to the provision of telecommunications services to Reseller
     Customers in the Service Area Network, if the access, monitoring, recording
     or receipt of the information is accomplished in a manner that:

                    (i) Does not unreasonably impede Manager or Sprint PCS from
               accessing, monitoring, recording or receiving the information,

                    (ii) Does not unreasonably encumber Manager's or Sprint PCS'
               operations (including, without limitation, Sprint PCS' real-time
               monitoring of the Sprint PCS Network status, including the
               Service Area Network),


                                        9



                    (iii) Does not unreasonably threaten the security of the
               Sprint PCS Network,

                    (iv) Does not violate any law regarding the information,

                    (v) Complies with technical requirements applicable to the
               Service Area Network,

                    (vi) Does not adversely affect any warranty benefiting
               Manager or Sprint PCS (e.g., software warranties), and

                    (vii) With respect to the information processed through
               Manager's equipment, including its switches, does not result in a
               material breach of any agreement regarding the information (e.g.,
               national security agreements).

               Sprint PCS and Manager will immediately notify the other party
     and reasonably cooperate to establish new procedures for allowing both
     Manager and Sprint PCS to access, monitor, record and receive the
     information in a manner that meets the criteria in clauses (i) through
     (vii) above if either Manager or Sprint PCS reasonably determines that the
     other party is accessing, monitoring, recording or receiving the
     information described in this section 1.9.1 in a manner that does not meet
     the criteria in clauses (i) through (vii) above.

               Manager owns the information regarding the performance of its
     equipment. Each of Manager and Sprint PCS may use the information obtained
     under this section 1.9.1 for any reasonable internal business purpose,
     during the term of and after termination of this agreement, the Services
     Agreement and the Trademark License Agreements, so long as the use would be
     in accordance with those agreements if those agreements were still in
     effect.

               1.9.2 Customer Information. Manager is entitled to receive
     information Sprint PCS accesses, monitors, records or receives concerning
     the Service Area Network or the Customers with NPA-NXXs assigned to
     Manager's Service Area, subject to the terms of this section 1.9.2 and
     section 1.9.3 and Manager's compliance with CPNI requirements and any other
     legal requirements applicable to the information.

               Sprint PCS will provide the information in the format that
     Manager requests at no additional charge to Manager if Sprint PCS accesses,
     monitors, records, receives or reports for its own use the information
     specific to Manager that Manager requests in the same format


                                       10



     as Manager requests. Sprint PCS will use commercially reasonable efforts to
     provide the information within 5 Business Days.

               Sprint PCS will provide the information in the format that
     Manager requests if Sprint PCS accesses, monitors, records, receives or
     reports for its own use the information that Manager requests, but not in
     the same format that Manager requests, if Manager agrees to pay or
     reimburse Sprint PCS for the costs Sprint PCS reasonably incurs. Sprint PCS
     will use commercially reasonable efforts to provide the requested
     information within 15 Business Days.

               If Sprint PCS accesses, monitors, records or receives the
     information requested by Manager, but not in the same format that Manager
     requests, then Sprint PCS will provide the requested information as raw
     data, if:

               (i) Sprint PCS chooses not to provide the information as
          described in the preceding paragraph, and

               (ii) Manager agrees to pay or reimburse Sprint PCS for the costs
          Sprint PCS reasonably incurs.

     Sprint PCS will use commercially reasonable efforts to provide the raw data
     within 15 Business Days.

               Sprint PCS owns the information regarding the Customers. Each of
     Manager and Sprint PCS may use the information obtained under this section
     1.9.2 during the term of and after termination of this agreement, the
     Services Agreement and the Trademark License Agreements so long as the use
     would be in accordance with those agreements if those agreements were still
     in effect.

          1.9.3 Limitations and Obligations. Sprint PCS does not have to provide
     any information that Manager reasonably requests under this agreement or
     the Services Agreement that:

                    (i) Manager can obtain itself in accordance with section
               1.9.1 (if Sprint PCS has provided Manager with any necessary
               specifications requested by Manager as to how to obtain the
               information), unless Sprint PCS already has the information in
               its possession and has not previously delivered it to Manager,

                    (ii) Sprint PCS no longer maintains,

                    (iii) Manager has already received from Sprint PCS or its
               Related Parties,


                                       11



                    (iv) Sprint PCS does not access, monitor, record, receive or
               report, or

                    (v) Sprint PCS must make system modifications to provide the
               raw data, including without limitation modifying or adding data
               fields or modifying code.

          Sprint PCS will provide Manager a copy of the then-current Sprint PCS
     document retention policy from time to time upon reasonable request.

          1.9.4 Contracts. Sprint PCS will disclose to Manager the relevant
     terms and conditions of any agreement between Sprint PCS and any third
     party:

                    (i) with which Manager must comply, directly or indirectly,
               under the Management Agreement, the Services Agreement or any
               Program Requirement,

                    (ii) from which Manager is entitled to any benefit, or

                    (iii) that relate to any pass-through amounts that Sprint
               PCS charges Manager under this agreement or Settled-Separately
               Manager Expenses under the Services Agreement.

     In each case Sprint PCS' disclosure will be in sufficient detail to enable
     Manager to determine the obligations or benefits with which Manager must
     comply or benefit or the charges or expenses to be paid by Manager. Sprint
     PCS may provide to Manager copies of the agreements or the relevant terms
     and conditions of such agreements in electronic format upon notice to
     Manager, including by posting the copies or relevant terms and conditions
     to a secure website to which Manager has access. Once each calendar year
     and from time to time when a change is effected to any relevant term or
     condition, Manager may request copies of the agreements that are not posted
     to the secure website or whose relevant terms and conditions are not posted
     to the secure website.

          Sprint PCS will provide a copy of the agreement to Manager to the
     extent permissible by the terms of the agreement. Sprint PCS will allow
     Manager or its representatives to review a copy of the agreement to the
     extent permissible by the agreement if the agreement prohibits Sprint PCS
     from providing Manager a copy. Sprint PCS will satisfy the requirements of
     this section 1.9.4 if it chooses to provide a copy of the agreement in
     electronic form on a server that Sprint PCS designates. Sprint PCS will use
     commercially reasonable efforts to obtain the right from the third party,
     if required, to provide a complete copy to Manager of any


                                       12



     agreement between Sprint PCS and any third party of the type described in
     this section 1.9.4.

     6. Most Favored Nation [NEW]. A new section 1.10 is added to the Management
Agreement:

          1.10 Subsequent Amendments to Other Managers' Management Agreements
     and Services Agreements. Manager has the right to amend the terms in its
     Management Agreement and Services Agreement as described in this section
     1.10 if during the period beginning on the date of this Addendum and ending
     December 31, 2006, any of the terms of a 3M-pops Manager's Management
     Agreement or Services Agreement are amended in any manner for any reason to
     be more favorable to the 3M-pops Manager than the terms of Manager's
     Management Agreement or Services Agreement are to Manager, subject to the
     following:

               (a) All of the Alamosa Managers must elect to accept all, but not
          less than all, of the terms of the 3M-pops Manager's Management
          Agreement and Services Agreement agreed to since the Effective Date
          (including accepting existing terms that relate to the changes or
          terms that were previously changed and not previously accepted by
          Manager but that remain a part of the latest version of the 3M-pops
          Manager's agreement) (collectively, but excluding the changes
          described in paragraphs (b) and (c) below, the "Overall Changes").

               (b) Manager will not be required to accept any changes involving
          payment of specific disputed amounts arising under the Management
          Agreement or Services Agreement of the 3M-pops Manager, and

               (c) No amendments in Manager's Management Agreement and Services
          Agreement will be made to reflect changes made in a 3M-pops Manager's
          Management Agreement and Services Agreement if such changes are:

                    (i) made solely because the 3M-pops Manager owns spectrum on
               which all or a portion of its network operates, unless the
               3M-pops Manager acquired this spectrum from Sprint PCS or its
               Related Parties after the Effective Date, or

                    (ii) compelled by a law, rule or regulation that applies to
               the 3M-pops Manager, but not to Manager, or

                    (iii) made solely to modify the build-out plan.


                                       13



          Sprint PCS will prepare and deliver to Manager either an addendum
     containing the Overall Changes that have been made to the 3M-pops Manager's
     agreements in all of its addenda or copies of the 3M-pops Manager's amended
     and restated Management Agreement, Services Agreement and Trademark License
     Agreements (in each case redacted to protect the identity of the 3M-pops
     Manager) within 10 Business Days after the effective date of the amendment
     or other instrument containing these changes. Manager then has 30 days to
     notify Sprint PCS that Manager wants the Overall Changes.

          If Manager does not notify Sprint PCS in this 30-day time period in
     writing that it wants the Overall Changes, no changes will be made in the
     agreements between Manager and Sprint PCS and Manager will be deemed to
     have waived its rights under this section 1.10 with respect to the Overall
     Changes.

          If Manager notifies Sprint PCS within the 30-day time period in
     writing that it wants the Overall Changes, Sprint PCS will prepare, execute
     and deliver to Manager an addendum reflecting the Overall Changes. The new
     addendum will have the same effective date as the addendum or the restated
     Management Agreement, Services Agreement and Trademark License Agreements
     between Sprint PCS and the 3M-pops Manager that gave rise to the new
     addendum. Manager will have 15 days to review the new addendum and notify
     Sprint PCS if Manager determines any inaccuracies are reflected in the new
     addendum. Sprint will correct those inaccuracies and provide a corrected
     new addendum to Manager within 10 Business Days after Manager's
     notification.

          No changes will be made in the agreements between Manager and Sprint
     PCS if all the Alamosa Managers do not execute and return their respective
     signed addenda within 30 days after receipt of the signed addenda (or the
     corrected signed addenda, if applicable, pursuant to the previous
     paragraph), in which case Manager will be deemed to have waived its rights
     under this section 1.10 with respect to the Overall Changes contained in
     the addendum presented.

          If Manager and Sprint PCS disagree as to whether the terms of the
     signed addendum accurately reflect the Overall Changes, then the parties
     will submit to binding arbitration in accordance with section 14.2,
     excluding the escalation process set forth in section 14.1. If the arbiter
     rules in favor of Manager, then Sprint PCS will make changes to the signed
     addendum that are necessary to reflect the arbiter's ruling and submit the
     revised signed addendum to Manager within 10 days after receipt of the
     arbiter's ruling. If the arbiter rules in favor of Sprint PCS, then Manager
     will execute the signed addendum as proffered to Manager within 10 days
     after Manager's receipt of the arbiter's ruling.


                                       14



          The parties acknowledge that Sprint PCS can disclose to Manager who
     the 3M-pops Manager is that gave rise to the proposed addendum only if the
     3M-pops Manager agrees to the disclosure.

     7. Expansion of Service Area [Addm IV, Section 3]. The parties agree to
expand the definition of Service Area into the Little Rock, Arkansas (BTA 257)
and Russellville, Arkansas (BTA 387) as described in the revised Exhibit 2.1
Build-out Plan attached to Addendum IV.

     8. Revised Build-out Plan [Addm IV, Section 22]. Section 2.1 is
supplemented with the following language:

          (a)  Operational and Network Readiness.

          Manager will achieve "Operational and Network Readiness," as defined
     below, for the remaining build out of the Service Areas in the Little Rock
     and Russellville BTAs according to the build-out schedule below.
     Specifically, coverage along Interstate 40 extending East on Interstate 40
     from Wiederkehr Village through Clarksville, Lamar, Knoxville, London,
     Russellville, Pottsville, and Atkins in the Russellville, Arkansas BTA 387
     to a meet point with Sprint PCS within the Little Rock, Arkansas BTA 257.
     The build-out in Little Rock BTA 257 is limited to coverage along
     Interstate 40 in Conway County through Morrilton up to Sprint PCS meet
     point at Plumerville. This schedule, together with the revised Exhibit 2.1
     attached to Addendum IV, replaces Exhibit 2.1 of the "Management
     Agreement."


                                       15



     ---------------------------
                      COMPLETION
     Cascade Number      DATE
     ---------------------------
        LR03SW251      12/01/01
     ---------------------------
        LR03SW252      12/01/01
     ---------------------------
        LR03SW253      12/01/01
     ---------------------------
        LR03SW254      12/01/01
     ---------------------------
        LR03SW255      12/01/01
     ---------------------------
        LR03SW256      12/01/01
     ---------------------------
        LR03SW257      12/01/01
     ---------------------------
        LR03SW261      12/01/01
     ---------------------------
        LR03SW262      12/01/01
     ---------------------------
        LR03SW263      12/01/01
     ---------------------------
        LR03SW258      12/01/01
     ---------------------------

          "Operational and Network Readiness" and "Operational and Network
     Ready" mean that the Manager has (i) met all Program Requirements (which
     includes, but is not limited to, completion of test plans, coverage
     definition, assessment of site readiness, network optimization and
     operational and systems readiness) and (ii) received Sprint PCS's approval
     to launch each of the cell sites with Cascade Numbers LR03SW251, LR03SW252,
     LR03SW253, LR03SW254, LR03SW255, LR03SW256, LR03SW257, LR03SW261,
     LR03SW262, LR03SW263, LR03SW258 (individually a "Cell Site" and
     collectively the "Cell Sites").

          (b)  Penalty.

          The Manager will pay a penalty for each Cell Site that is not
     Operational and Network Ready on or before December 1, 2001 (the
     "Completion Date"). Cell sites must be Operational and Network Ready in a
     sequential manner to ensure contiguous coverage with existing markets and
     to prevent the creation of service gaps in the Service Area.

          The penalty amount equals the amount set forth on the following
     Penalty Table opposite the appropriate range of number of days from and
     including the Completion Date to and including the date of Operational and
     Network Readiness for any Cell Site that was not Operational and Network
     Ready on or before its respective Completion Date (the "Penalty Amount").

                                  Penalty Table

     ----------------------------------------------------
     Penalty Period          Penalty Amount Per Cell Site
     ----------------------------------------------------
     6-60 days past the      $15,676.23
     Completion Date
     ----------------------------------------------------
     61-90 days past the     Additional $10,450.82
     ----------------------------------------------------


                                       16



     ----------------------------------------------------
     Completion Date
     ----------------------------------------------------
     91-120 days past the    Additional $5,225.40
     Completion Date
     ----------------------------------------------------
     121-150 days past the   Additional $15,676.23
     Completion Date
     ----------------------------------------------------
     151-180 days past the   Additional $15,676.23
     Completion Date
     ----------------------------------------------------

          The parties may agree to adjust the Penalty Amount if (i) the Manager
     has completed less than all of the Cell Sites described in section 22(a) of
     Addendum IV; (ii) Sprint PCS determines that the Manager has met the
     coverage requirements, as detailed in the revised Exhibit 2.1 Build-out
     Plan attached to Addendum IV; and (iii) Sprint PCS determines that the
     Manager has met the current Sprint PCS RF Standards for coverage, as
     defined in Exhibit 7.2 Sprint PCS Technical Program Requirements (the "RF
     Standards"). The Parties agree that to the extent additional sites are
     necessary to meet the Exhibit 2.1 Build-out Plan and those cites are not
     Operational and Network Ready by the Completion Date, the penalties set
     forth in the Penalty Table above will be assessed to the Manager based on
     the incremental number of sites needed to meet the Build-out Plan.

          (c)  Payment of Penalty Amounts.

               (i)  Manager will pay the Penalty Amount for each Cell Site on or
                    before the first day of each penalty period, as set forth in
                    the Penalty Table above in section 1(b) of Addendum IV, for
                    any Cell Site that is not Operational and Network Ready on
                    or before its respective Completion Date (the "Assessment
                    Date").

               (ii) Manager will also owe Additional Interest on any Penalty
                    Amount not paid on or before the Assessment Date, which
                    Additional Interest is payable on the next Assessment Date
                    for that Cell Site in the same manner as the Penalty Amounts
                    (e.g., timing). If there is no additional Assessment Date
                    with respect to a Cell Site, the Additional Interest will be
                    payable at the time the Penalty Amount for that Cell Site is
                    paid.

               (iii) Manager will pay the Penalty Amounts in cash. Payments of
                    cash will be made via wire transfer instructions provided to
                    Manager by Sprint PCS. Sprint PCS's setoff right set forth
                    in section 10.6 of the Management Agreement applies to these
                    Penalty Amounts and Additional Interest.

          (d)  Event of Termination; Waiver of Cure Rights.


                                       17



               (i)  If Manager does not achieve Operational and Network
                    Readiness for a Cell Site by midnight on the 90-Day
                    Threshold, Manager will be in breach of a material term of
                    the Management Agreement. Accordingly, Sprint PCS may
                    declare an Event of Termination under the Management
                    Agreement, and Manager waives any right to a cure period set
                    forth in section 11.3.3.

               (ii) If Sprint PCS does not declare in writing an Event of
                    Termination within ten Business Days after the 90-Day
                    Threshold, Sprint PCS waives its right to declare an Event
                    of Termination based on Manager's failure to achieve
                    Operational and Network Readiness for that Cell Site until
                    the 180-Day Threshold. If Manager does not achieve
                    Operational and Network Readiness for a Cell Site by the
                    180-Day Threshold, Manager will be in breach of a material
                    term of the Management Agreement. Accordingly, Sprint PCS
                    may declare an Event of Termination under the Management
                    Agreement, and Manager waives any right to a cure period set
                    forth in section 11.3.3.

          (e)  Definitions.

               "90-Day Threshold" means the date 90 calendar days after the
          respective Cell Site Completion Date.

               "180-Day Threshold" means the date 180 calendar days after the
          respective Cell Site Completion Date.

               "Additional Interest" means the sum of the products of (A) each
          Penalty Amount, multiplied by (B) Prime Rate (adjusted as and when
          changes in the Prime Rate occur) plus five percent (5%), multiplied by
          (C) the number of calendar days from and including the respective
          Assessment Date to and including the date paid, divided by 365.

               "Change of Control Transaction" means a transaction that results
          in a Change of Control, as defined in the Management Agreement.

     9. Exclusivity of Service Area [Addm IV, Section 7]. In section 2.3 and the
Schedule of Definitions, the phrase "wireless mobility communications network"
is replaced by the phrase "Wireless Mobility Communications Network".

     10. Coverage Enhancement [Addm IV, Section 8; revised by this Addendum].
Section 2.5 is replaced by the following language:


                                       18



          2.5 Manager's Right of First Refusal For New Coverage Build-out.
     Sprint PCS grants to Manager the right of first refusal to build-out New
     Coverage. Sprint PCS will give to Manager a written notice of a New
     Coverage within the Service Area that Sprint PCS decides should be
     built-out. Manager must communicate to Sprint PCS within 90 days after
     receipt of the notice whether it will build-out the New Coverage.

          If Manager decides to build-out the New Coverage then Manager and
     Sprint PCS will diligently negotiate and execute an amendment to the
     Build-out Plan and proceed as set forth in sections 2.1 and 2.2. The
     amended Build-out Plan will contain critical milestones that provide
     Manager a commercially reasonable period in which to implement coverage in
     the New Coverage. In determining what constitutes a "commercially
     reasonable period" as used in this paragraph, the parties will consider
     several factors, including local zoning processes and other legal
     requirements, weather conditions, equipment delivery schedules, the need to
     arrange additional financing, and other construction already in progress by
     Manager. Manager will construct and operate the network in the New Coverage
     in accordance with the terms of this agreement.

          If Manager (i) does not communicate to Sprint PCS within such 90-day
     period that it will build out the New Coverage, (ii) fails to agree with
     Sprint PCS upon the amended Build-Out Plan, or (iii) fails to build-out the
     New Coverage in accordance with the amended Build-Out Plan, then Sprint PCS
     shall be entitled to (A) build-out the New Coverage itself or allow a
     Sprint PCS Related Party to do so, or (B) offer third parties (including
     Other Managers) the right to build-out the New Coverage on terms and
     conditions that are no more favorable than those that were offered to and
     rejected by Manager. If (x) neither Sprint PCS, a Sprint PCS Related Party,
     nor any third party (with respect to such third party, on terms and
     conditions that are no more favorable than those that were offered to and
     rejected by Manager) commits to build-out such New Coverage within 150 days
     of the original communication to Manager with respect thereto, or (y) more
     favorable terms and conditions than those that were offered to and rejected
     by Manager are offered to any third party to build-out the New Coverage,
     then any build-out of such New Coverage shall again be subject to Manager's
     right of first refusal (and, if applicable, on such more favorable terms
     and conditions).

          Sprint PCS has the right, in a New Coverage that it constructs or that
     is constructed by a third party, to manage the network, allow a Sprint PCS
     Related Party to manage the network, or hire a manager to operate the
     network in the New Coverage. Any New Coverage that Sprint PCS or a third
     party builds out is deemed removed from the Service Area and the Service
     Area Exhibit is deemed amended to reflect the change in the Service Area.
     If Manager does not exercise its right of first refusal with respect to a
     New Coverage, Manager's right of first refusal does not terminate with
     respect to the remainder of the Service Area.


                                       19



     11. Long Distance Pricing [NEW]. Section 9 of Addendum IV is deleted.
Additionally, section 3.4 of the Management Agreement is amended and restated in
its entirety to read as follows:

          3.4 IXC Services.

          3.4.1. Customer Long Distance. Sprint PCS and Manager will from time
     to time mutually define local calling areas in the Service Areas of Manager
     that Sprint PCS and Manager will use to determine when a customer will be
     billed for a "long distance call" under the applicable rate plan of the
     Customer. The parties acknowledge that these local calling areas (i) may
     change in geographic scope in response to competitive pressures or
     perceived market opportunities, and (ii) may not be able to be changed
     because of regulatory, industry, or system limitations. The parties will
     not use local calling areas to determine "long distance telephony services"
     under section 3.4.2. If the parties cannot agree on the extent of the local
     calling area they will resolve the matter through the dispute resolution
     process in section 14.

          3.4.2. Long Distance Services

          (a) Required purchase. Manager must obtain (i) long-distance telephony
     services through Sprint PCS or its Related Parties to provide long-distance
     service to users of the Sprint PCS Network and (ii) telephony services
     through Sprint PCS or its Related Parties to connect the Service Area
     Network with the national platforms that Sprint PCS uses to provide
     services to Manager under this agreement or the Services Agreement. The
     term "long distance telephony service" means any inter-LATA call for
     purposes of this section 3.4.2 as it relates to long-distance telephony
     services provided to users of the Sprint PCS Network.

          (b) Pricing and procedure. Sprint PCS will purchase for Sprint PCS,
     Manager and Other Managers long-distance telephony services used in the
     Sprint PCS Network from Sprint Communications Company L.P. or its Related
     Parties ("SCCLP"). Sprint PCS will purchase these long-distance telephony
     services at a price and terms at least as favorable to Sprint PCS, Manager
     and the Other Managers (considering Sprint PCS, Manager and the Other
     Managers as a single purchaser) as the best prices and terms SCCLP offers
     to any wholesale customer of SCCLP in similar situations when taking into
     account all relevant factors (e.g., volume, peak/off-peak usage, length of
     commitment). Sprint PCS will pay the invoice from SCCLP, except for items
     that SCCLP directly bills under section 3.4.2(c). Sprint PCS will bill to
     Manager as an activity settled separately under the Services Agreement the
     portion of the fees billed to Sprint PCS that relate to Manager's
     operations and the activity of all Customers and Reseller Customers in the
     Service Area, except for items SCCLP directly bills under section 3.4.2(c).


                                       20



          If Sprint Corporation no longer has its "PCS" tracking stock, Sprint
     PCS will include the volume of long-distance telephony services of Manager
     and Other Managers with the volume of Sprint PCS when negotiating the
     Sprint PCS rate with the long distance division of Sprint Corporation
     (currently SCCLP). The long distance division will continue to provide
     long-distance telephony services to Sprint PCS for a price and upon terms
     based on the same relevant factors described in the preceding paragraph and
     in the same manner that it has under the present tracking stock policy.

          (c) Call routing. Manager, acting as a single purchaser, may purchase
     private line capacity (or other forms of capacity) from SCCLP for
     inter-LATA calls to the extent that this capacity can be obtained on terms
     more favorable to Manager (acting as a single purchaser). SCCLP will sell
     that capacity to Manager at the best price that SCCLP offers to third
     parties in similar situations when taking into account all relevant
     factors. SCCLP will directly bill Manager for any purchase of capacity
     under this section 3.4.2(c). The terms of section 1.3 do not apply to
     purchases of capacity in this section 3.4.2(c).

          (d) Pre-existing agreement. If before the date Addendum V to this
     agreement is signed, Manager is bound by an agreement for long distance
     services or an agreement for private line service and the agreement was not
     made in anticipation of this agreement or Addendum V, then the requirements
     of this section 3.4.2 do not apply during the term of the other agreement.
     If the other agreement terminates for any reason, then the requirements of
     this section 3.4.2 do apply from and after the termination.

          (e) Resale. Manager may not resell the long-distance telephony
     services acquired under this section 3.4.2. For purposes of clarification,
     resale under this section 3.4.2(e) includes Manager selling minutes to
     carriers for ultimate resale to end users under a brand other than "Sprint"
     or selling minutes to end users under a brand other than "Sprint". Manager
     may engage in the following activities (i.e., these activities are not
     treated as resale of long-distance telephony services):

               (1) the transport of long-distance calls for Customers under
          section 3.4.2(a),

               (2) the transport of long-distance calls for resellers under
          section 3.5, and

               (3) the transport of long-distance calls for roaming under
          section 4.3.


                                       21



     12. Voluntary Resale of Products and Services [Addm IV, Section 10]. The
second sentence of the second paragraph of section 3.5.2 is amended to read as
follows: "If Manager wants handsets of subscribers of resellers with NPA-NXXs of
Manager to be activated, Manager must agree to comply with the terms of the
program, including its pricing provisions."

     13. Intra-LATA Calls and Backhaul Services [NEW]. Section 3.7 is amended
and restated in its entirety to read as follows:

          3.7 Intra-LATA Calls and Backhaul Services. Manager, acting as a
     single purchaser, may purchase capacity (including private line capacity)
     from SCCLP for intra-LATA calls and backhaul services. SCCLP will sell that
     capacity to Manager at the best price that SCCLP offers to third parties in
     similar situations when taking into account all relevant factors.

          Manager will offer to Sprint PCS or one of its Related Parties the
     right to make to Manager the last offer to provide capacity for intra-LATA
     calls and backhaul services for the Service Area Network if:

                    (i) Manager decides to use third parties for intra-LATA
               calls and backhaul services rather than self-provisioning the
               capacity or purchasing the capacity from Related Parties of
               Manager, and

                    (ii) Sprint PCS or one of its Related Parties has provided
               evidence to Manager that SCCLP or one of its Related Parties has
               facilities to provide the capacity requested.

     Manager will deliver to Sprint PCS the terms under which the third party
     will provide the capacity. Sprint PCS or one of its Related Parties will
     have a reasonable time to respond to Manager's request for last offer to
     provide pricing for capacity for intra-LATA calls and backhaul, which will
     be no greater than 5 Business Days after receipt of the request for the
     pricing and the third party's terms from Manager. Manager will acquire
     capacity for intra-LATA calls and backhaul services from Sprint PCS or one
     of its Related Parties if Sprint PCS or one of its Related Parties offers
     Manager pricing and other terms for intra-LATA calls and backhaul services
     for the Service Area Network that matches the terms, including pricing, or
     is better than the terms and lower than the pricing offered by the third
     party. For purposes of this section 3.7, the term "backhaul" means the
     provision of services from a cell site of Manager to the corresponding
     switch associated with the cell site.

          If Manager has an agreement for these services in effect as of the
     date Addendum V is signed and the agreement was not made in


                                       22



     anticipation of this agreement or Addendum V, then the requirements of this
     section 3.7 do not apply during the term of the other agreement. If the
     other agreement terminates for any reason, then the requirements of this
     section 3.7 do apply from and after the termination.

     14. Sprint PCS Roaming and Inter Service Area Program Requirements [NEW].
The second paragraph of section 4.3 is amended to read as follows:

          Section 10.4.1 sets forth the settlement process that distributes
     between the members making up the Sprint PCS Network (i.e., Sprint PCS,
     Manager and all Other Managers) a fee for use of the Sprint PCS Network and
     the Service Area Network (the "Inter Service Area Fee").

     15. Changes to Program Requirements [NEW]. (a) The first sentence of
section 9.2(e) is amended to read as follows:

          Manager must implement any changes in the Program Requirements within
     a commercially reasonable period of time unless otherwise consented to by
     Sprint PCS, subject to the terms of section 9.3.

     (b) Section 9.3 is amended to read as follows:

          9.3 Manager's Rights regarding Changes to Program Requirements.

          9.3.1 Parameters for Required Program Requirement Implementation.
     Manager has the right to decline to implement any new Program Requirement
     or any change to any existing Program Requirement (a "Program Requirement
     Change") if Manager determines that any such Program Requirement Change,
     other than a change involving Sprint PCS National or Regional Distribution
     Program Requirements, will have an adverse impact on Manager that meets or
     exceeds the parameters set forth below in subparagraphs (a) through (d).
     For purposes of this section 9.3 a Program Requirement Change will include
     any change in any "guidelines," "policies," "standards" or "specifications"
     proposed by Sprint PCS under this agreement, the Services Agreement or
     either of the Trademark License Agreements, and the exercise by Sprint PCS
     of any unilateral right under those agreements, except changes to the
     Trademark Usage Guidelines, the Marketing Communications Guidelines, or the
     definition of Sprint PCS Products and Services (other than the pricing of
     those products and services, i.e. pricing is a Program Requirement Change).
     If Manager determines to decline to implement any Program Requirement
     Change, other than a change involving a national distribution program, then
     Manager must, within 10 days after Sprint PCS provides Manager with notice
     of the Program Requirement Change, give Sprint PCS (i) a written assessment
     of the impact of the Program Requirement Change on Manager using the
     parameters set forth in subparagraphs (a)


                                       23



     through (d) below, and (ii) written notice that Manager declines to
     implement the Program Requirement Change. Manager may, without being deemed
     in default of this agreement, decline to implement any Program Requirement
     Change that will:

          (a) individually cause the combined peak negative cash flow of the
     Alamosa Managers to be an amount greater than 3% of Alamosa Holdings,
     Inc.'s Enterprise Value; or

          (b) when combined with the original assessments made in accordance
     with section 9.3.1(a) of all other Program Requirement Changes that Sprint
     PCS announced and the Alamosa Managers agreed to implement, both within the
     preceding 12 calendar months, cause the combined cumulative peak negative
     cash flow of the Alamosa Managers to be an amount greater than 5% of
     Alamosa Holdings, Inc.'s Enterprise Value; or

          (c) individually cause a decrease in the forecasted 5-year discounted
     cash flow of the Alamosa Managers (at the Alamosa Managers' appropriate
     discount rate) of more than 3% on a combined net present value basis; or

          (d) when combined with the original assessments made in accordance
     with section 9.3.1(c) of all other Program Requirement Changes that Sprint
     PCS announced and Manager agreed to implement, both within the preceding 12
     calendar months, cause a decrease in the forecasted 5-year discounted cash
     flow of the Alamosa Managers (at the Alamosa Managers' appropriate discount
     rate) of more than 5% on a combined net present value basis.

          Manager may discuss with Sprint PCS in the manner described in section
     9.7(c) any change that does not meet or exceed the parameters set forth in
     this section 9.3.1, except any change involving Sprint PCS National or
     Regional Distribution Program Requirements.

          9.3.2. Disagreement with Assumptions or Methodology. Sprint PCS must
     notify Manager of any disagreement with Manager's assumptions or
     methodology within 10 days after its receipt of Manager's assessment under
     section 9.3.1. Manager will not be required to implement the Program
     Requirement Change if Sprint PCS fails to notify Manager of any
     disagreement within such 10-day period unless Sprint PCS elects to require
     such compliance under section 9.3.3 below. Either party may escalate the
     review of the assumptions and methodology underlying the assessment to the
     parties' respective Chief Financial Officers if Sprint PCS disagrees with
     Manager's assessment and the


                                       24



     parties are unable to agree on the assumptions and methodology within 20
     days after Sprint PCS notifies Manager of the disagreement.

          The parties will mutually select an independent investment banker in
     the wireless telecommunications industry ("Investment Banker") to determine
     whether the implementation of the Program Requirement Change will exceed
     one of the parameters if Sprint PCS and Manager are unable to agree on the
     assumptions and methodology to perform the calculations within 30 days
     after Sprint PCS notifies Manager of the disagreement. The American
     Arbitration Association will select the Investment Banker if the parties do
     not select the Investment Banker within 50 days after Sprint PCS notifies
     Manager of the disagreement. Sprint PCS and Manager will cooperate fully
     and provide all information reasonably requested by the Investment Banker;
     except that any Investment Banker selected by the American Arbitration
     Association, and its investment bank, must have no current engagement with
     either Manager or Sprint PCS and must not have been engaged by either such
     party within the 12 calendar months preceding the engagement under this
     section. A business relationship between Manager or Sprint PCS and a
     commercial bank or other organization affiliated with an investment bank
     will not disqualify the investment bank. Sprint PCS and Manager will
     cooperate fully and provide all information reasonably requested by the
     Investment Banker. The Investment Banker will have 20 days from the date of
     engagement to make its decision.

          Manager will pay any Investment Banker's fees and implement the
     Program Requirement Change if the parties agree or the Investment Banker
     determines that implementing the Program Requirement Change will not exceed
     any of the parameters described in section 9.3.1.

          9.3.3 One or More Parameters Exceeded. Sprint PCS will pay the
     Investment Banker's fees if the parties agree or the Investment Banker
     determines that implementing the Program Requirement Change will exceed at
     least one of the parameters described in section 9.3.1. Sprint PCS may
     require Manager to implement the Program Requirement Change whether the
     parties agree or disagree or the Investment Banker determines that
     implementing the Program Requirement Change will exceed at least one of the
     parameters described in section 9.3.1, if Sprint PCS agrees to compensate
     Manager the amount necessary to prevent Manager from exceeding the
     parameters set forth in section 9.3.1.

          9.3.4 Changes with respect to Pricing Plans and Roaming Program
     Requirements. Manager will implement a Program Requirement Change in the
     manner requested by Sprint PCS that


                                       25



               (i) relates to a pricing plan under section 4.4 or roaming
          program and

               (ii) Sprint PCS reasonably determines must be implemented on an
          immediate or expedited basis to respond to competitive market forces,

     notwithstanding Manager's determination that implementation of the Program
     Requirement Change will have an adverse impact on Manager that meets or
     exceeds the parameters set forth in section 9.3.1. Manager's implementation
     of the Program Requirement Change will not adversely affect Manager's right
     to object to the implementation of the Program Requirement Change. Manager
     will continue to comply with the Program Requirement Change if the parties
     agree or the Investment Banker determines that implementing the Program
     Requirement Change will not exceed any of the parameters described in
     section 9.3.1. If Sprint PCS does not successfully challenge Manager's
     assessment of the adverse impact of the Program Requirement Change on
     Manager in accordance with section 9.3.2, Sprint PCS can require Manager
     either to (i) continue to comply with the Program Requirement Change and
     compensate Manager in the amount necessary to reimburse Manager for any
     reasonable costs, expenses or losses that Manager incurred as a result of
     its implementation of the Program Requirement Change net of any benefit
     received by Manager, to the extent the costs, expenses and losses net of
     the benefits exceed the parameters set forth in section 9.3.1 or (ii)
     terminate its continued compliance with the Program Requirement Change and
     compensate Manager in the amount necessary to reimburse Manager for any
     reasonable costs, expenses or losses that Manager incurred as a result of
     its implementation of the Program Requirement Change net of any benefit
     received by Manager. Manager cannot terminate its continued compliance if
     Sprint PCS elects to require Manager's continued compliance with the
     Program Requirement Change under section 9.3.3 above.

     (c) A new section 9.7 is added to the Management Agreement:

          9.7 Mandatory Requirements; Unilateral Changes.

          (a) Any "guidelines," "policies," "standards" or "specifications"
     previously issued by Sprint PCS are mandatory requirements with which
     Manager, the Other Managers and Sprint PCS must comply (subject to Sprint
     PCS' right to grant waivers as provided in Article 9 of this agreement),
     unless otherwise identified by Sprint PCS within 120 days after the date of
     Addendum V.


                                       26



          (b) Any changes to or new "guidelines," "policies," "standards" or
     "specifications" proposed by Sprint PCS under this agreement, the Services
     Agreement or either of the Trademark License Agreements are mandatory
     requirements with which Manager, the Other Managers and Sprint PCS must
     comply (subject to Sprint PCS' right to grant waivers as provided in
     Article 9 of this agreement). Sprint PCS will when issuing them reference
     the applicable section of this agreement, the Services Agreement, the
     Trademark License Agreements and if applicable, the Program Requirement to
     which they relate.

          (c) Sprint PCS and Manager will in good faith attempt to mutually
     agree on how to mitigate the adverse economic impact on Manager of the
     exercise of any unilateral right of Sprint PCS under this agreement, the
     Services Agreement and either Trademark License Agreement to the extent
     Manager believes such change will have a significant adverse economic
     impact on Manager's operations, except with respect to changes involving
     Sprint PCS National or Regional Distribution Program Requirements. For
     purposes of clarification, the parties intend the preceding sentence to
     obligate them to a robust discussion and open dialogue but understand the
     discussion and dialogue may not lead to any particular solution of the
     issues raised by Manager or Sprint PCS. By way of illustration, under the
     second preceding sentence if Manager believed that the exercise of the
     unilateral right to change the Trademark Usage Guidelines or the
     designation of Sprint PCS Products and Services had an adverse economic
     impact on Manager, then Manager and Sprint PCS will in good faith attempt
     to mutually agree on how to mitigate the adverse impact on Manager.

     (d) A new section 9.8 is added to the Management Agreement.

          9.8 Breach for Failure to Implement Program Requirement.

          Manager will be in material breach of a material term and Sprint PCS
     may exercise its rights under section 11 if Manager declines to implement a
     Program Requirement when required to do so under this agreement.

     16. Fees [NEW]. (a) Article 10 of the Management Agreement is amended and
restated in its entirety to read as follows:

                                    10. FEES

          10.1 General. Sprint PCS and Manager will pay to each other the fees
     and apply the credits in the manner described in this section 10. The
     amounts that Sprint PCS is paid or retains are for all obligations of


                                       27



     Manager under this agreement. Many of the definitions for the fees in
     section 10.2 are found in section 10.3.

          10.2 Fees.

               10.2.1 Fee Based on Billed Revenue. Sprint PCS will pay to
     Manager the Fee Based on Billed Revenue as determined in this section
     10.2.1.

               "Billed Revenue" is all customer account activity (e.g., all
     activity billed, attributed or otherwise reflected in the customer account
     but not including Customer Credits) during the calendar month for which the
     fees and payments are being calculated (the "Billed Month") for Sprint PCS
     Products and Services related to all Customer accounts within a customer
     service area ("CSA") assigned to the Service Area, except (i) Outbound
     Roaming Fees, (ii) amounts handled separately in this section 10 (including
     the amounts in sections 10.2.3 through 10.2.6, 10.4 and 10.8), (iii)
     amounts collected from Customers and paid to governmental or regulatory
     authorities (e.g., Customer Taxes and USF Charges), and (iv) other amounts
     identified in this agreement as not included in Billed Revenue (these
     Customer accounts being "Manager Accounts").

               Billed Revenue does not include new activity billed to the
     Customer solely to recover costs incurred by Sprint PCS, Manager or both
     related solely to such new activity. Manager and Sprint PCS will share the
     revenues from this billing in proportion to the costs they incur.

               For purposes of clarification, the parties have in place
     procedures to assign Customers to CSAs and expect those procedures to
     remain in place after the Effective Date.

               If Sprint PCS or Manager develops products or services that
     bundle Sprint PCS Products and Services with other products or services
     (e.g., local service or broadband wireline service), then Sprint PCS and
     Manager will use commercially reasonable efforts to agree on the proper
     allocation of revenue, bad debt expenses, credits and promotions for the
     bundled products and services.

               Sprint PCS will reasonably determine the amount of credits
     applied to Manager Accounts during the Billed Month ("Customer Credits").

               "Net Billed Revenue" for a Billed Month is the amount of the
     Billed Revenue less the Customer Credits.


                                       28



               The "Fee Based on Billed Revenue" for a Billed Month is equal to
     92% of (a) Net Billed Revenue, less (b) the Allocated Write-offs for Net
     Billed Revenue.

               10.2.2 Outbound Roaming Fee. Sprint PCS will pay to Manager a fee
     equal to the amount of Outbound Roaming Fees that Sprint PCS or its Related
     Parties bills to Manager Accounts, less the Allocated Write-offs for
     Outbound Roaming Fees. For purposes of clarification, Sprint PCS will
     settle separately with Manager the direct cost of providing the capability
     for the Outbound Roaming, including any amounts payable to the carrier that
     handled the roaming call and the clearinghouse operator for Outbound
     Roaming.

               10.2.3 Phase II E911 Surcharges. Sprint PCS will pay to Manager a
     fee equal to a portion of the E911 Phase II Surcharges (attributable to
     incremental costs for Phase II E911, including but not limited to related
     handset costs, routing costs, implementation costs, trunks and testing
     costs, and anticipated write-offs for bad debt) billed during the Billed
     Month to Customers with an NPA-NXX assigned to the Service Area, less the
     Allocated Write-offs for that portion of E911 Phase II Surcharges in the
     Billed Month. The portion of the billed amount attributed to Manager will
     be based on Manager's proportional cost (as compared to Sprint PCS'
     proportional cost) to comply with Phase II of the E911 requirements. Sprint
     PCS will determine from time to time the rate billed to Customers related
     to Phase II E911 and the portion payable to Manager.

               10.2.4 Wireless Local Number Portability Surcharges. Sprint PCS
     will pay to Manager a fee equal to a portion of the Wireless Local Number
     Portability Surcharges ("WLNP Surcharges") billed during the Billed Month
     to Customers with an NPA-NXX assigned to the Service Area, less the
     Allocated Write-offs for that portion of the WLNP Surcharges in the Billed
     Month. The portion of the billed amount attributed to Manager will be based
     on Manager's proportional cost (as compared to Sprint PCS' proportional
     cost) to comply with Wireless Local Number Portability requirements. Sprint
     PCS will determine from time to time the rate billed to Customers related
     to WLNP Surcharges and the portion payable to Manager.

               10.2.5 Customer Equipment Credits. Sprint PCS will apply as a
     credit to any other fees under this section 10.2 owing by Sprint PCS to
     Manager an amount equal to the amount of the Customer Equipment Credits
     less the Allocated Write-offs for Customer Equipment Credits.

               10.2.6 Write-offs for Customer Equipment Charges. Sprint PCS will
     apply as a credit to any other fees under this section 10.2


                                       29



     owing by Sprint PCS to Manager an amount equal to the amount of the
     Allocated Write-offs for Customer Equipment Charges.

          10.3 Definitions used in fee calculations

               10.3.1 Write-offs. Sprint PCS will determine the amounts written
     off net of deposits applied (the "Write-offs") in the Sprint PCS billing
     system during the Billed Month relating to Manager Accounts.

               10.3.2 Billed Components. Each of the following amounts is
     referred to as a "Billed Component" and collectively they are referred to
     as the "Billed Components".

                    10.3.2.1 Net Billed Revenue. The amount determined as
     described in section 10.2.1.

                    10.3.2.2 Customer Equipment Credits. The reductions of
     amounts billed to Manager Accounts related to the sale of handsets and
     handset accessories from Sprint PCS inventory are referred to as "Customer
     Equipment Credits". This is a negative amount that reduces the Amount
     Billed (Net of Customer Credits).

                    10.3.2.3 100% Affiliate Retained Amounts. The amounts
     referred to as "100% Affiliate Retained Amounts" on Exhibit 10.3, to which
     Manager is entitled to 100% of the amounts that Customers are billed for
     such items.

                    10.3.2.4 100% Sprint PCS Retained Amounts. The amounts
     referred to as "100% Sprint PCS Retained Amounts" on Exhibit 10.3, to which
     Sprint PCS is entitled to 100% of the amounts that Customers are billed for
     such items.

                    10.3.2.5 Customer Equipment Charges. The amounts that Sprint
     PCS bills to Manager Accounts for subscriber equipment and accessories sold
     or leased are referred to as "Customer Equipment Charges".

                    10.3.2.6 E911 Phase II Surcharges. The amounts that Sprint
     PCS bills to Manager Accounts to recover all costs related to Phase II E911
     functionality are referred to as "E911 Phase II Surcharges".

                    10.3.2.7 USF Charges. The amounts that Sprint PCS bills to
     Manager Accounts relating to Universal Service Funds are referred to as
     "USF Charges".


                                       30



                    10.3.2.8 WLNP Surcharges. The amounts that Sprint PCS bills
     to Manager Accounts to recover costs related to WLNP activities.

               10.3.3 Amount Billed (Net of Customer Credits). The "Amount
     Billed (Net of Customer Credits)" for a Billed Month is equal to the sum of
     the Billed Components.

               10.3.4 The Allocated Write-offs. The "Allocated Write-offs" for
     all or a portion of a Billed Component in a Billed Month is the Write-offs
     for the Billed Month times the amount of the Billed Component (or portion
     thereof) divided by the Amount Billed (Net of Customer Credits).

          10.4 Other Fees and Payments. Sprint PCS and Manager will pay to each
     other the fees and payments described below:

               10.4.1 Inter Service Area Fees and Reseller Customer Fees.

                    10.4.1.1 Inter Service Area Fee and Reseller Customer Fee
     Paid. Manager will pay to Sprint PCS an Inter Service Area Fee as set forth
     in this section 10.4.1 for each billed minute or kilobyte of use that a
     Customer with an NPA-NXX assigned to the Service Area uses a portion of the
     Sprint PCS Network other than the Service Area Network. Sprint PCS will pay
     to Manager an Inter Service Area Fee for each billed minute or kilobyte of
     use that a Customer whose NPA-NXX is not assigned to the Service Area
     Network uses the Service Area Network. Sprint PCS will pay to Manager the
     fees set forth in this Section 10.4.1 for each billed minute or kilobyte of
     use that a Reseller Customer uses the Service Area Network unless otherwise
     negotiated (such fees are referred to in this agreement as "Reseller
     Customer Fees").

                    Sprint may not amend, modify or change in any manner the
     Inter Service Area Fees between Sprint PCS and Manager or Reseller Customer
     Fees and other matters set forth in this section 10.4.1 without Manager's
     prior written consent. For purposes of clarification, the parties do not
     intend the above sentence to limit Sprint PCS' ability to negotiate fees
     with resellers.

                    Sprint PCS will not be obligated to pay Manager those Inter
     Service Area Fees not received by Sprint PCS from an Other Manager who is a
     debtor in a bankruptcy proceeding with respect to Inter Service Area Fees
     that Sprint PCS owes Manager because of CSAs assigned to such Other
     Manager's Service Area traveling in the Service Area. For clarification
     purposes, Sprint PCS does not have to advance the Inter Service Area Fees
     for the Other Manager who is involved in the


                                       31



     bankruptcy proceeding to Manager, to the extent that the Other Manager
     fails to pay the Inter Service Area Fees. Manager bears the risk of loss of
     the Other Manager who is involved in the bankruptcy proceeding not paying
     the Inter Service Area Fees to Sprint PCS.

                    If relief is ordered under title 11 of the United States
     Code for an Other Manager or an Other Manager files a voluntary petition
     for relief under title 11 of the United States Code and such Other Manager
     fails to pay to Sprint PCS amounts that such Other Manager owes to Sprint
     PCS with respect to the Inter Service Area Fees for travel into Manager's
     Service Area, Sprint PCS will immediately assign to Manager all of its
     claims and rights as a creditor of such Other Manager for those amounts
     owed with respect to Inter Service Area Fees for travel in Manager's
     Service Area. Sprint PCS agrees to take all actions necessary to effect
     this assignment of rights to Manager, and further agrees that Manager will
     not be responsible for any expenses related to such assignment. If Sprint
     PCS receives any amounts from an Other Manager involved in a bankruptcy
     proceeding with respect to Inter Service Area Fees for travel into the
     Service Area, Sprint PCS will immediately remit those amounts to Manager.
     If relief is ordered under title 11 of the United States Code for Sprint
     PCS or Sprint PCS files a voluntary petition for relief under title 11 of
     the United States Code, then Sprint PCS will be deemed a trustee for
     Manager's benefit with respect to any Inter Service Area Fees that Sprint
     PCS collects from Other Managers for travel into Manager's Service Area,
     and Sprint PCS has no rights to Manager's portion of such Inter Service
     Area Fees.

                    Manager acknowledges that if the manner in which the CSAs
     are assigned changes because of changes in the manner in which the NPA-NXX
     is utilized, the manner in which the Inter Service Area Fees and Reseller
     Customer Fees, if any, will be calculated might be changed accordingly.

                    10.4.1.2 Voice and 2G Data Rate. The amount of the Inter
     Service Area Voice and 2G Data Fee and Reseller Customer Voice and 2G Data
     Fee will be as follows:

                    (a) The Inter Service Area Voice and 2G Data Fee for each
          billed minute of use that a Customer uses an Away Network and the
          Reseller Customer Fee for each billed minute of use that a Reseller
          Customer uses the Service Area Network, will be $0.058 from the
          Effective Date to December 31, 2006.

                    (b) For each calendar year during the Term of this agreement
          beginning January 1, 2007, the Inter Service Area Voice and 2G Data
          Fee for each billed minute of use that a Customer uses an Away Network
          and the Reseller Customer Fee for each billed minute of use that a
          Reseller Customer uses the


                                       32



          Service Area Network, will be an amount equal to 90% of Sprint PCS'
          Retail Yield for Voice and 2G Data Usage for the previous calendar
          year; provided that such amount for any period will not be less than
          Manager's network costs (including a reasonable return using Manager's
          weighted average cost of capital applied against Manager's net
          investment in the Service Area Network) to provide the services that
          are subject to the Inter Service Area Voice and 2G Data Fee. If the
          parties have a dispute relating to the determination of the foregoing
          fees for any period, then the parties will submit the dispute to
          binding arbitration as set forth in section 10.4.1.3(b).

                    10.4.1.3 3G Data Rate. The amount of the Inter Service Area
     3G Data Fee and Reseller Customer 3G Data Fee will be as follows:

               (a) From the Effective Date to December 31, 2006 ("Initial 3G
          Data Fee Period"), the Inter Service Area 3G Data Fee for each
          kilobyte of use that a Customer uses an Away Network and the Reseller
          Customer 3G Data Fee for each kilobyte of use that a Reseller Customer
          uses the Service Area Network, will be $0.0020; except during the
          Initial 3G Data Fee Period the Reseller Customer 3G Data Fee for Qwest
          reseller customers only will be determined and settled as provided in
          the letter agreement between Sprint PCS and Manager dated July 30,
          2003 (the "Qwest Reseller 3G Data Agreement").

               (b) The parties will reset the Inter Service Area 3G Data Fee and
          the Reseller Customer 3G Data Fee after the Initial 3G Data Fee Period
          ends; except after the period ends the Reseller Customer 3G Data Fee
          for Qwest reseller customers only will be determined and settled as
          provided in the Qwest Reseller 3G Data Agreement. The Inter Service
          Area 3G Data Fee and the Reseller Customer 3G Data Fee will be based
          on an appropriate discount from the Sprint PCS Retail Yield for 3G
          Data Usage for the previous calendar year to be negotiated before
          December 31, 2006. Each subsequent fee period will last three years
          with, for example, the second pricing period beginning on January 1,
          2007 and ending on December 31, 2009.

               The process for resetting the fees is as follows:

                    (i) Sprint PCS will give Manager a proposal for the
               appropriate discount from the Sprint PCS Retail Yield for 3G Data
               Usage by March 31 of the final year of the then current pricing
               period. Manager's representative and the Sprint PCS
               representative will begin discussions regarding the proposed
               schedule of fees within 20 days


                                       33



               after Manager receives the proposed schedule of fees from Sprint
               PCS.

                    (ii) Manager may escalate the discussion to the Chief
               Financial Officer of Sprint PCS or Sprint PCS may escalate the
               discussion to Manager's Chief Executive Officer or Chief
               Financial Officer if the parties do not agree on a new schedule
               of fees within 30 days after the discussions begin.

                    (iii) If the parties cannot agree on a new schedule of fees
               within 20 days after a party escalates the discussion, then
               Manager may either agree to the fees set forth in the Inter
               Service Area 3G Data Fee and Reseller Customer 3G Data Fee
               proposal or submit the determination of the Inter Service Area 3G
               Data Fee and Reseller Customer 3G Data Fee (other than the
               matters set forth in the Qwest Reseller 3G Data Agreement) to
               binding arbitration based on a market-rate determination of an
               appropriate Inter Service Area 3G Data Fee and Reseller Customer
               3G Data Fee in accordance with section 14.2, excluding the
               escalation process set forth in section 14.1.

                    (iv) If Manager submits the matter to arbitration the fees
               that Sprint PCS proposed will apply starting after December 31 of
               the first year of the appropriate period as described in section
               10.4.1.4 and will continue in effect unless modified by the final
               decision of the arbitrator. If the arbitrator imposes a fee
               different than the ones in effect the new fees will be applied as
               if in effect after December 31 of the first year of the
               appropriate period as described in section 10.4.1.4 and if on
               application of the new fees one party owes the other party any
               amount after taking into account payments the parties have
               already made then the owing party will pay the other party within
               30 days of the date of the final arbitration order.

                    10.4.1.4 Rate Changes - Effective Date. All rate changes
     related to Inter Service Area Fees and Reseller Customer Fees will be
     applied to all activity in a bill cycle regardless of when the activity
     occurred, if the bill cycle ends after the effective date of the rate
     change.

                    10.4.1.5 Long Distance. The long distance rates associated
     with the Inter Service Area and Reseller Customer usage will be equal to
     the actual wholesale transport and terminating costs


                                       34



     associated with the originating and terminating locations. The rates are
     then applied to cumulative usage at a BID level for settlement purposes.

               10.4.2 Interconnect Fees. Manager will pay to Sprint PCS (or to
     other carriers as appropriate) monthly the interconnect fees, if any, as
     provided under section 1.4.

               10.4.3 Terminating and Originating Access Fee. Sprint PCS will
     pay Manager 92% of any terminating or originating access fees Sprint PCS
     collects from an IXC that are not subject to refund or dispute (but it will
     not be Billed Revenue). For purposes of clarification, Sprint Corporation's
     Related Parties are obligated to pay terminating access to Sprint PCS only
     if MCI and AT&T pay terminating or originating access to Sprint PCS. At the
     Effective Date of Addendum V, neither MCI nor AT&T pays terminating access
     to Sprint PCS. The ability of wireless carriers to collect access fees is
     currently subject to legal challenge. The parties acknowledge that Sprint
     PCS has limited ability to require IXCs to pay access fees.

               10.4.4 Reimbursements for Mistaken Payments. If one party
     mistakenly pays an amount that the other party is obligated to pay then the
     other party will reimburse the paying party, if the paying party identifies
     the mistake and notifies the receiving party within 9 calendar months after
     the date on which the paying party makes the mistaken payment.

          10.5 Taxes and Payments to the Government. Manager will pay or
     reimburse Sprint PCS for any sales, use, gross receipts or similar tax,
     administrative fee, telecommunications fee or surcharge for taxes or fees
     that a governmental authority levies on the fees and charges payable by
     Sprint PCS to Manager.

          Manager will report all taxable property to the appropriate taxing
     authority for ad valorem tax purposes. Manager will pay as and when due all
     taxes, assessments, liens, encumbrances, levies and other charges against
     the real estate and personal property that Manager owns or uses in
     fulfilling its obligations under this agreement.

          Manager is responsible for paying all sales, use or similar taxes on
     the purchase and use of its equipment, advertising and other goods or
     services in connection with this agreement.

          Sprint PCS will be solely responsible for remitting to government
     agencies or their designees any and all fees or other amounts owed as a
     result of the services provided to the Customers under the Management
     Agreement. As a consequence of this responsibility, Sprint PCS is entitled
     to 100% of any amounts that Manager, Sprint PCS or their Related Parties


                                       35



     receives from Customers (including Customers whose NPA-NXX is assigned to
     the Service Area) relating to these fees or other amounts.

          10.6 Universal Service Funds.

               10.6.1 Paid by Government. Manager is entitled to 100% of any
     federal and state subsidy funds (the "Subsidy Funds"), including Universal
     Service Funds, that Manager or Sprint PCS receives from government
     disbursements based on customers with mailing addresses located in the
     Service Area and with NPA-NXXs assigned to the Service Area, or such other
     method then in effect under the rules of the FCC, Universal Service
     Administrative Company or other federal or state administrator. For
     purposes of clarity, Universal Service Funds provide support payments to
     Eligible Telecommunications Carriers ("ETC") serving in high cost areas or
     providing services to low income individuals. Sprint PCS will file on
     behalf of itself or Manager appropriate ETC documentation in those
     jurisdictions in which Sprint PCS determines to make the filing.

          If Manager asks Sprint PCS to make a filing in a jurisdiction and
     Sprint PCS reasonably determines not to make the filing because making the
     filing is detrimental to Sprint's best interests, then Sprint does not have
     to make the filing. If Manager disagrees with the reasonableness of Sprint
     PCS' determination not to make the filing, then the parties will submit to
     binding arbitration in accordance with section 14.2, excluding the
     escalation process set forth in section 14.1.

          If the process set forth in the previous paragraph results in Sprint
     PCS making a filing, Manager will pay all of Sprint PCS' reasonable
     out-of-pocket costs associated with the filing and any compliance
     obligations that arise from the filing or that are imposed by the
     jurisdiction in which the filing is made (e.g. filing fees, legal fees,
     expert witness retention, universal lifeline service, enhancing customer
     care quality, and including, without limitation, network upgrades). Sprint
     PCS will remit to Manager 50% of any Subsidy Funds that Sprint PCS receives
     from filings Sprint PCS is required to make under the preceding paragraph
     that are not payable to Manager under the first paragraph of this section
     10.6.1, until the aggregate amount of the payments to Manager under this
     sentence equal 50% of the amount Manager has paid Sprint PCS under the
     preceding sentence.

          All Subsidy Funds received must be used to support the provision,
     maintenance and upgrading of facilities and services for which the funds
     are intended. Sprint PCS will attempt to recover from the appropriate
     governmental authority Subsidy Funds and will remit the appropriate
     recoveries to Manager.


                                       36



               10.6.2 Paid by Customers. Sprint PCS will be solely responsible
     for remitting to government agencies or their designees, including but not
     limited to the Universal Service Administrative Company, all universal
     service fees. As a consequence of this responsibility, Sprint PCS is
     entitled to 100% of any amounts that Manager, Sprint PCS or their Related
     Parties receives from Customers (including Customers whose NPA-NXX is
     assigned to the Service Area) relating to the Universal Service Funds.

          10.7 Equipment Replacement Program. Sprint PCS is entitled to 100% of
     the amounts that Customers pay for participating in any equipment
     replacement program billed on their Sprint PCS bills. Manager will not be
     responsible for or in any way billed for any costs or expenses that Sprint
     PCS or any Sprint PCS Related Party incurs in connection with any such
     equipment replacement program.

          10.8 Customer Equipment. Sprint PCS is entitled to 100% of the amounts
     that Customers pay for subscriber equipment and accessories sold or leased
     by Sprint PCS, and Manager is entitled to 100% of the amounts that
     Customers pay for subscriber equipment and accessories that Manager sold or
     leased, subject to the equipment settlement process in section 4.1.2.

          10.9 Phase I E911. Sprint PCS is entitled to collect 100% of the E911
     Phase I Surcharges (e.g., for equipment other than handsets, such as
     platforms and networks). Sprint PCS will attempt to recover from the
     appropriate governmental authority Phase I E911 reimbursements and will
     remit the appropriate amounts to Manager.

          10.10 Manager Deposits into Retail Bank Accounts. Each Business Day,
     Manager will deposit into bank accounts and authorize Sprint PCS or a
     Related Party that Sprint PCS designates to sweep from such accounts the
     amounts collected from Customers on behalf of Sprint PCS and its Related
     Parties for Sprint PCS Products and Services. Manager will allow the funds
     deposited in the bank accounts to be transferred daily to other accounts
     that Sprint PCS designates. Manager will also provide the daily reports of
     the amounts collected that Sprint PCS requires. Manager will not make any
     changes to the authorizations and designations Sprint PCS designates for
     the bank accounts without Sprint PCS' prior written consent.

          10.11 Monthly Statements.

               10.11.1 Section 10.2 Statement. Each month Sprint PCS will
     determine the amount payable to or due from Manager for a Billed Month
     under section 10.2. Sprint PCS will deliver a monthly statement to Manager
     that reports the amount due to Manager, the manner in which the


                                       37



     amount was calculated, the amount due to Sprint PCS and its Related Parties
     under this agreement and the Services Agreement, and the net amount payable
     to or due from Manager.

               10.11.2 Other Statements. Sprint PCS will deliver a monthly
     statement to Manager that reports amounts due to Manager or from Manager,
     other than amounts described in section 10.12.1, the manner in which the
     amounts were calculated, the amount due to Manager or to Sprint PCS and its
     Related Parties under this agreement and the Services Agreement, and the
     net amount payable to Manager.

               10.11.3 Third Party Charges. Sprint PCS will include any third
     party charges on Manager's statements within three calendar months after
     the end of the calendar month during which Sprint PCS receives the third
     party charge. Sprint PCS' failure to include these charges on Manager's
     statements within the three calendar month-period will mean that Sprint PCS
     cannot collect those third party charges from Manager.

          10.12 Payments.

               10.12.1 Weekly Payments. Sprint PCS will pay the amount payable
     to Manager for a Billed Month under section 10.2 in equal weekly payments
     on consecutive Thursdays beginning the second Thursday of the calendar
     month following the Billed Month and ending on the first Thursday of the
     second calendar month after the Billed Month. If Sprint PCS is unable to
     determine the amount due to Manager in time to make the weekly payment on
     the second Thursday of a calendar month, then Sprint PCS will pay Manager
     for that week the same weekly amount it paid Manager for the previous week.
     Sprint PCS will true-up any difference between the actual amount due for
     the first weekly payment of the Billed Month and amounts paid for any
     estimated weekly payments after Sprint PCS determines what the weekly
     payment is for that month. Sprint PCS will use reasonable efforts to
     true-up within 10 Business Days after the date on which Sprint PCS made the
     estimated weekly payment.

               10.12.2 Monthly Payments. The amounts payable to Manager and
     Sprint PCS and its Related Parties under this agreement and the Services
     Agreement, other than the payments described in section 10.12.1, will be
     determined, billed and paid monthly in accordance with section 10.12.3.

               10.12.3 Transition of Payment Methods. (a) Sprint PCS and Manager
     wish to conduct an orderly transition from making weekly payments to
     Manager based on Collected Revenues to weekly payments based on Billed
     Revenue. The method of calculating the weekly payments will change on the
     first day of the calendar month after the Effective Date


                                       38



     of Addendum V (the "Transition Date"). The weekly amounts paid to Manager
     during the calendar month before the Transition Date and on the first
     Thursday after the Transition Date will be based on the Collected Revenues
     method. The weekly amounts paid to Manager beginning on the second Thursday
     of the second calendar month after the Transition Date will be based on the
     Billed Revenue method described in this section 10. To effect an orderly
     transition, Sprint PCS will pay Manager for the period beginning on the
     second Thursday after the Transition Date and ending on the first Thursday
     of the calendar month after the Transition Date an amount calculated as
     described below in section 10.12.3(b).

               (b) Sprint PCS will apply the estimated collection percentages
     that Sprint PCS uses before the Transition Date to the gross accounts
     receivable aging categories for Customers with an NPA-NXX assigned to the
     Service Area as of the close of business on the day before the Transition
     Date to calculate the amount Sprint PCS anticipates collecting on those
     accounts receivable. Sprint PCS will pay Manager the amount estimated to be
     collected in equal weekly payments on consecutive Thursdays beginning the
     second Thursday after the Transition Date and ending the first Thursday of
     the calendar month after the Transition Date. Sprint PCS will also pay to
     Manager no later than the second Thursday after the Transition Date any
     Collected Revenues received after the Saturday before the Transition Date
     and before the Transition Date.

               (c) Sprint PCS will recalculate the estimated collection
     percentages and apply the recalculated estimated collection percentages to
     the gross accounts receivable aging categories described in the first
     sentence of section 10.12.3(b) when all applicable data is available.
     Sprint PCS will increase or decrease a weekly payment by the amount of the
     difference between the amount paid to Manager based on the initial
     estimated collection percentages and the amount that would have been paid
     to Manager using the newer estimated collection percentages.

          10.13 Dispute or Correction of Statement Amount. A party can only
     dispute or correct an amount on a statement in good faith. If a party
     disputes or corrects an amount on a statement, the disputing or correcting
     party must give the other party written notice of the specific item
     disputed or corrected, the disputed or corrected amount with respect to
     that item and the reason for the dispute or correction within three
     calendar months after the end of the calendar month during which the
     disputed or erroneous statement was delivered.

          Any dispute regarding a statement will be submitted for resolution
     under the dispute resolution process in section 14. The parties must
     continue to pay to the other party all amounts, except disputed amounts
     (subject to the next paragraph), owed under this agreement and the


                                       39



     Services Agreement during the dispute resolution process. If the aggregate
     disputed amount, combined with any aggregate disputed amount under section
     10.14, exceeds $1,000,000, and upon the written request of the other party,
     the party disputing the amount (the "Disputing Party") will deposit the
     portion of the disputed amount in excess of $1,000,000 into an escrow
     account that will be governed by an escrow agreement in a form to be
     mutually agreed upon by the parties. The Disputing Party will deposit the
     amount into the escrow account within 10 Business Days after its receipt of
     the written request from the other party in accordance with the foregoing.
     If the Disputing Party complies with the requirements of this paragraph,
     then the other party or its Related Parties may not declare the Disputing
     Party in breach of this agreement or the Services Agreement because of
     nonpayment of the disputed amount, pending completion of the dispute
     resolution process.

          The escrow agent will be an unrelated third party that is in the
     business of serving as an escrow agent for or on behalf of financial
     institutions. The parties will share evenly the escrow agent's fees. The
     escrow agent will invest and reinvest the escrowed funds in
     interest-bearing money market accounts or as the parties otherwise agree.
     The escrow agent will disburse the escrowed funds in the following manner
     based on the determination made in the dispute resolution process:

                    (a) If the Disputing Party does not owe any of the disputed
          amounts, then the escrow agent will return all of the escrowed funds
          to the Disputing Party with the interest earned on the escrowed funds.

                    (b) If the Disputing Party owes all of the disputed amounts,
          then the escrow agent will disburse all of the escrowed funds with the
          interest earned on the escrowed funds to the non-disputing party. If
          the interest earned is less than the amount owed based on the Default
          Rate, then the Disputing Party will pay the non-disputing party the
          difference between those amounts.

                    (c) If the Disputing Party owes a portion of the disputed
          amounts, then the escrow agent will disburse to the non-disputing
          party the amount owed with interest at the Default Rate from the
          escrowed funds and disburse the balance of the escrowed funds to the
          Disputing Party. The Disputing Party will pay the non-disputing party
          the amount owed for interest at the Default Rate if the amount of the
          escrowed funds is insufficient.

          Manager and Sprint PCS will take all reasonable actions necessary to
     allow the Disputing Party to continue to reflect the amounts deposited into
     the escrow account by the Disputing


                                       40



     Party's financial statements.

          The parties will use the dispute resolution process under section 14.2
     of this agreement, excluding the escalation process set forth in section
     14.1, if they cannot agree on the form of escrow agreement.

          The parties agree that, despite this section 10.13, Manager will pay
     all disputed amounts due to Sprint PCS or any Related Party for fees for
     CCPU Services and CPGA Services payable under the Services Agreement for
     periods ending on or before December 31, 2006, subject to any other rights
     and remedies that Manager has under this agreement and the Services
     Agreement.

          The dispute of an item in a statement does not stay or diminish a
     party's other rights and remedies under this agreement, except that a party
     must complete the dispute resolution process in section 14 before taking
     any legal or equitable action against the other party.

          10.14 Dispute or Correction of a Third Party Invoice Amount. Sprint
     PCS will include the applicable portion of any amount based on a third
     party invoice in a statement to Manager within three calendar months after
     Sprint PCS' receipt of the third party invoice. Sprint PCS' failure to
     include the amount in a statement to Manager within the three calendar
     month-period will mean that the third party charges will not be collectible
     from Manager.

          A party can dispute or correct an amount based on a third party
     invoice only in good faith. Modified invoices received by Sprint PCS from a
     third party vendor and then sent by Sprint PCS to Manager will be treated
     as a new statement for purposes of this section, so long as the modified
     statement was revised in good faith and not simply to provide Sprint PCS
     additional time to resubmit a previous invoice.

          If a party disputes or corrects an amount on a third party invoice or
     the amount Sprint PCS attributed to Manager, the disputing party must give
     the other party written notice of the specific item disputed or corrected,
     the disputed or corrected amount with respect to that item and the reason
     for the dispute or correction within three calendar months after the end of
     the calendar month during which the disputed or erroneous statement was
     delivered. Sprint PCS and Manager will cooperate with each other to obtain
     the information needed to determine if the amounts billed by the third
     party and allocated to Manager were correct.

          Any dispute regarding the amount of the third party invoice Sprint PCS
     attributed to Manager will be submitted for resolution under the dispute
     resolution process in section 14. Manager must continue to pay to Sprint
     PCS all amounts, except disputed amounts, owed under this


                                       41



     agreement and the Services Agreement during the information gathering and
     dispute resolution process. If the aggregate disputed amount, combined with
     any aggregate disputed amount under section 10.13, exceeds $1,000,000, and
     upon the written request of Sprint PCS, Manager will deposit the portion of
     the disputed amount in excess of $1,000,000 into an escrow account that
     will be governed by an escrow agreement containing terms similar to the
     general terms described in section 10.13 and in a form to be mutually
     agreed upon by the parties. Manager will deposit the amount into the escrow
     account within 10 Business Days after its receipt of the written request
     from Sprint PCS in accordance with the foregoing. If Manager complies with
     the requirements of this paragraph, then none of Sprint PCS or its Related
     Parties may declare Manager in breach of this agreement or the Services
     Agreement because of nonpayment of the disputed amount, pending completion
     of the dispute resolution process.

          The dispute of an item in a statement does not stay or diminish a
     party's other rights and remedies under this agreement, except that the
     parties must complete the dispute resolution process in section 14 before
     taking any legal or equitable action against each other.

          10.15 Late Payments. Any amount due under this agreement or the
     Services Agreement without a specified due date will be due 20 days after
     Manager receives an invoice. Any amount due under this agreement and the
     Services Agreement (including without limitation any amounts disputed under
     those agreements that are ultimately determined to be due) that is not paid
     by one party to the other party in accordance with the terms of the
     applicable agreement will bear interest at the Default Rate beginning (and
     including) the 5th day after the invoice or settlement due date until (and
     including) the date paid.

          10.16 Setoff Right If Failure To Pay Amounts Due. If Manager fails to
     pay any undisputed amount due Sprint PCS or a Related Party of Sprint PCS
     under this agreement, any undisputed amount due Sprint PCS or a Related
     Party of Sprint PCS under the Services Agreement or any other agreement
     with Sprint PCS or a Related Party of Sprint PCS, or any disputed amount
     due to Sprint PCS or a Related Party for fees for CCPU Services or CPGA
     Services payable under the Services Agreement, then 5 days after the
     payment due date Sprint PCS may setoff against its payments to Manager
     under this section 10 any such undisputed amount that Manager owes to
     Sprint PCS or a Related Party of Sprint PCS. This right of setoff is in
     addition to any other right that Sprint PCS or a Related Party of Sprint
     PCS might have under this agreement, the Services Agreement or any other
     agreements with Sprint PCS or a Related Party of Sprint PCS.


                                       42



     17. Termination Rights [NEW]. Section 11.3.7 is deleted, and all references
in the agreement to section 11.3.7 are also deleted.

     18. Non-termination of Agreement [Addm IV, Section 13]. Sections 11.5.3 and
11.6.4 are replaced with the following paragraphs:

               11.5.3 Manager's Action for Damages or Other Relief. Manager, in
     accordance with the dispute resolution process in section 14, may seek
     damages or other appropriate relief, but such action does not terminate
     this agreement.

               11.6.4 Sprint PCS' Action for Damages or Other Relief. Sprint
     PCS, in accordance with the dispute resolution process in section 14, may
     seek damages or other appropriate relief, but such action does not
     terminate this agreement.

     19. Business valuation [Addm IV, Section 21]. A new subsection 11.7.4(f) is
added:

          (f) In the event the Entire Business Value of the Manager is being
     determined, the entire value of any Operating Asset may be allocated among
     the Manager and one or more of the Other Affiliates, where appropriate, but
     the sum of the values attributed to that Operating Asset in determining the
     Entire Business Value of the Manager and the Other Affiliates shall not
     exceed the value of that Operating Asset if it were used to calculate only
     the Manager's Entire Business Value (i.e. "double counting" is prohibited).

     20. Audit [NEW]. Section 12.1.2 is amended and restated in its entirety to
read as follows:

          12.1.2 Audits. On reasonable advance notice by one party, the other
     party must provide its independent or internal auditors access to its
     appropriate financial and operating records, including, without limitation,
     vendor and distribution agreements, for purposes of auditing the amount of
     fees (including the appropriateness of items excluded from the Fee Based on
     Billed Revenue), costs, expenses (including operating metrics referred to
     in this agreement and the Services Agreement relating to or used in the
     determination of Inter Service Area Fees, Reseller Customer Fees, CCPU
     Services or CPGA Services) or other charges payable in connection with the
     Service Area for the period audited. The party that requested the audit may
     decide if the audit is conducted by the other party's independent or
     internal auditors. Manager and Sprint PCS may each request no more than one
     audit per year.

               (a) If the audit shows that Sprint PCS was underpaid then, unless
          the amount is contested, Manager will pay to Sprint PCS the amount of
          the underpayment within 10 Business Days


                                       43



          after Sprint PCS gives Manager written notice of the underpayment
          determination.

               (b) If the audit determines that Sprint PCS was overpaid then,
          unless the amount is contested, Sprint PCS will pay to Manager the
          amount of the overpayment within 10 Business Days after Manager gives
          Sprint PCS written notice of the overpayment determination.

          The auditing party will pay all costs and expenses related to the
     audit unless the amount owed to the audited party is reduced by more than
     10% or the amount owed by the audited party is increased by more than 10%,
     in which case the audited party will pay the costs and expenses related to
     the audit.

          Sprint PCS will provide a report issued in conformity with Statement
     of Auditing Standard No. 70 "Reports on the Processing of Transactions by
     Service Organizations" ("Type II Report" or "Manager Management Report") to
     Manager annually. If Manager, on the advice of its independent auditors or
     its legal counsel, determines that a statute, regulation, rule, judicial
     decision or interpretation, or audit or accounting rule, policy or
     literature published by the accounting or auditing profession or other
     authoritative rule making body (such as the Securities and Exchange
     Commission, the Public Company Accounting Oversight Board or the Financial
     Accounting Standards Board) requires additional assurances beyond SAS 70,
     then Sprint PCS will cooperate with Manager to provide the additional
     assurances. Sprint PCS' independent auditors will prepare any Type II
     Report or Manager Management Report provided under this section 12.1.2 and
     will provide an opinion on the controls placed in operation and tests of
     operating effectiveness of those controls in effect at Sprint PCS over
     Manager Management Processes. "Manager Management Processes" include those
     services generally provided within this agreement, primarily billing and
     collection of revenues.

     21. Sharing Confidential Information with Lenders [Addm IV, Section 14].
Section 12.2(b)(vii) of the Management Agreement is replaced with the following
paragraph:

          (vii) is disclosed by the receiving party to a financial institution
     or accredited investor (as that term is defined in Rule 501(a) under the
     Securities Act of 1933) that is considering providing or has provided
     financing to the receiving party and which financial institution or
     accredited investor has agreed to keep the Confidential Information
     confidential in accordance with an agreement at least as restrictive as
     this section 12.2.


                                       44



     22. Notices [NEW and Addm IV, Section 25]. (a) Section 17.1 is amended and
restated in its entirety to read as follows:

          17.1 Notices. (a) Any notice, payment, invoice, demand or
     communication required or permitted to be given by any provision of this
     agreement must be in writing and mailed (certified or registered mail,
     postage prepaid, return receipt requested), sent by hand or overnight
     courier, charges prepaid or sent by facsimile or email (in either instance
     with acknowledgement or read receipt received), and addressed as described
     below, or to any other address or number as the person or entity may from
     time to time specify by written notice to the other parties. Sprint PCS may
     give notice of changes to a Program Requirement by sending an email that
     directs Manager to the changed Program Requirement on the affiliate
     intranet website.

          The subject line of any email notice that purports to amend any
     Program Requirement must read "Program Requirement Change" and the first
     paragraph must indicate (i) which Program Requirement is being modified,
     (ii) what is being modified in the Program Requirement, and (iii) when the
     Program Requirement will take effect. The email must also include either a
     detailed summary of the Program Requirement Change or a redline comparison
     between the old Program Requirement and the new Program Requirement.

          Any notice, demand or communication intended to be notice of a breach
     of an agreement or notice of an Event of Termination must:

               (A) clearly indicate that intent,

               (B) state the section(s) of the agreements allegedly breached,
          and

               (C) be mailed or sent by overnight courier in the manner
          described in the first paragraph in this section 17.1.

          Manager will promptly give Sprint PCS a copy of any notice Manager
     receives from the Administrative Agent or any Lender, and a copy of any
     notice Manager gives to the Administrative Agent or any Lender. Sprint PCS
     will promptly give Manager a copy of any notice that Sprint PCS receives
     from the Administrative Agent or any Lender and a copy of any notice that
     Sprint PCS gives to the Administrative Agent or any Lender.

          All notices and other communications given to a party in accordance
     with the provisions of this agreement will be deemed to have been given
     when received.


                                       45



     (b) The parties' notice addresses are as follows:

     For all entities comprising Sprint PCS:

               Sprint PCS
               KSOPHJ0212-2A101
               6130 Sprint Parkway
               Overland Park, KS 66251
               Telephone: 913-762-7929
               Telecopier: 913-523-0539
               Email: dbotto01@sprintspectrum.com
               Attention: Vice President - Finance

          with a copy to:

               Sprint Law Department
               KSOPHT0101-Z2020
               6391 Sprint Parkway
               Overland Park, KS  66251
               Telephone: 913-315-9315
               Telecopier: 913-523-9823
               Email: john.w.chapman@mail.sprint.com
               Attention: John Chapman

     For Manager:

               Southwest PCS, L.P.
               5225 S. Loop 289
               Suite 120
               Lubbock, TX 79424
               Telephone: 806-722-1100
               Telecopier: 806-722-1127
               Email: dsharbutt@alamosapcs.com
               Attention: David Sharbutt, President

          with a copy to:

               Crenshaw, Dupree & Milam, L.L.P.
               Wells Fargo Center
               1500 Broadway, 8th Floor
               Lubbock, Texas 79401
               Telephone: 806-762-5281
               Telecopier: 806-762-3510
               Email: JMcCutchin@cdmlaw.com
               Attention: Jack McCutchin, Jr.


                                       46



          and with copies to the following individuals' email addresses if a
     notice of a Program Requirement Change is sent by email:

               Kendall W. Cowan, Chief Financial Officer
               Email: kcowan@alamosapcs.com

               Stephen A. Richardson, Chief Operating Officer
               Email: srichardson@alamosapcs.com

               Loyd I. Rinehart, Senior Vice President of Corporate Finance
               Email: lrinehart@alamosapcs.com

     23. Force Majeure [NEW]. The second paragraph of section 17.9.3 is amended
and restated in its entirety to read as follows:

          Neither Manager nor Sprint PCS, as the case may be, is in breach of
     any covenant in this agreement, and no Event of Termination will occur as a
     result of the failure of such party to comply with any covenant, if the
     party's non-compliance with the covenant results primarily from:

                    (i) any FCC order or any other injunction that any
               governmental authority issues that impedes the party's ability to
               comply with the covenant,

                    (ii) the failure of any governmental authority to grant any
               consent, approval, waiver or authorization or any delay on the
               part of any governmental authority in granting any consent,
               approval, waiver or authorization,

                    (iii) the failure of any vendor to deliver in a timely
               manner any equipment or service, or

                    (iv) any act of God, act of war or insurrection, riot, fire,
               accident, explosion, labor unrest, strike, civil unrest, work
               stoppage, condemnation or any similar cause or event not
               reasonably within the control of the party.

     24. Governing Law, Jurisdiction and Consent to Service of Process [NEW].
Section 17.12 of the Management Agreement is replaced with the following
language:

          17.12 Governing Law, Jurisdiction and Consent to Service of Process.

               17.12.1 Governing Law. The internal laws of the State of Kansas
     (without regard to principles of conflicts of law) govern


                                       47



     the validity of this agreement, the construction of its terms, and the
     interpretation of the rights and duties of the parties.

               17.12.2 Jurisdiction; Consent to Service of Process.

               (a) Each party hereby irrevocably and unconditionally submits,
          for itself and its property, to the nonexclusive jurisdiction of any
          Kansas State court sitting in the County of Johnson or any Federal
          court of the United States of America sitting in the District of
          Kansas, and any appellate court from any such court, in any suit
          action or proceeding arising out of or relating to this agreement, or
          for recognition or enforcement of any judgment, and each party hereby
          irrevocably and unconditionally agrees that all claims in respect of
          any such suit, action or proceeding may be heard and determined in
          such Kansas State Court or, to the extent permitted by law, in such
          Federal court.

               (b) Each party hereby irrevocably and unconditionally waives, to
          the fullest extent it may legally do so, any objection which it may
          now or hereafter have to the laying of venue of any suit, action or
          proceeding arising out of or relating to this agreement in Kansas
          State court sitting in the County of Johnson or any Federal court
          sitting in the District of Kansas. Each party hereby irrevocably
          waives, to the fullest extent permitted by law, the defense of an
          inconvenient forum to the maintenance of such suit, action or
          proceeding in any such court and further waives the right to object,
          with respect to such suit, action or proceeding, that such court does
          not have jurisdiction over such party.

               (c) Each party irrevocably consents to service of process in the
          manner provided for the giving of notices pursuant to this agreement,
          provided that such service shall be deemed to have been given only
          when actually received by such party. Nothing in this agreement shall
          affect the right of a party to serve process in another manner
          permitted by law.

     25. Transfer of Sprint PCS Network [Addm IV, Section 15]. The first
sentence of section 17.15.5 is replaced with the following sentence:

          In conjunction with the sale of the Sprint PCS Network, Sprint PCS may
     sell, transfer or assign the Sprint PCS Network and any of the Licenses,
     including its rights and obligations under this agreement, the Services
     Agreement and any related agreements, to a third party without Manager's
     consent so long as the third party assumes the rights and obligations under
     this agreement and the Services Agreement.

     26. Announced Transactions [Addm IV, Section 16]. Section 17.24 is deleted.

     27. Additional Terms and Provisions [Addm IV, Section 17; revised by this
Addendum]. Section 17.25 is replaced with the following paragraph:


                                       48



          17.25 Additional Terms and Provisions. Certain additional and
     supplemental terms and provisions of this agreement, if any, are set forth
     in addenda to Sprint PCS Management Agreement attached hereto and
     incorporated herein by this reference. Manager represents and warrants that
     all existing contracts and arrangements (written or verbal) that relate to
     or affect the rights of Sprint PCS or any of its Related Parties under this
     agreement (e.g., agreements relating to long distance telephone services
     (section 3.4)) are described on Exhibit 17.25, and photocopies of any such
     written agreements have been delivered to Sprint PCS

     28. Federal Contractor Compliance [Addm IV, Section 18]. A new section
17.28, the text of which is attached as Exhibit A to Addendum IV, is added and
incorporated by this reference. When and to the extent required by applicable
law, Manager will comply with the requirement of this section 17.28.

     29. Cross-default [Addm IV, Section 19]. A new section 17.29 is added:

               17.29 Cross-default. A breach or Event of Termination under any
          of the Sprint Agreements (as that term is defined in the Consent and
          Agreement) by Texas Telecommunications, L.P., a Texas limited
          partnership, Alamosa Wisconsin Limited Partnership, a Wisconsin
          limited partnership, Washington Oregon Wireless LLC, a Delaware
          limited liability company, or Alamosa Missouri, LLC, a Missouri
          limited liability company, or their respective successors or assigns
          (collectively the "Other Affiliates") also constitutes a breach or
          Event of Termination, as the case may be, by the Manager of the same
          provision of the applicable Sprint Agreement to which the Manager is a
          party, and the Sprint Parties (as that term is defined in the Consent
          and Agreement) shall have the same rights under the Sprint Agreements
          and the Consent and Agreement to which the Manager is a party as if
          the same breach or Event of Termination had occurred under such Sprint
          Agreement. The Manager has no right to cure any breach or Event of
          Termination with respect to an Other Affiliate. Such breach or Event
          of Termination by an Other Affiliate shall not qualify as a force
          majeure under the Sprint Agreements or the Consent and Agreement.

     30. Performance/payment of Other Affiliates' Obligations [Addm IV, Section
20]. A new section 17.30 is added:

               17.30 Performance/payment of Other Affiliates' Obligations. To
          induce the Sprint Parties to enter into the Consent and Agreement with
          Citicorp, Manager absolutely and unconditionally guarantees the prompt
          and punctual performance and payment of the Obligations (as that term
          is defined in the Consent and Agreement) of the Other Affiliates and
          their


                                       49



          respective successors or assigns when due and payable pursuant to the
          terms of the Other Affiliates' Sprint Agreements as they may be
          amended and modified. Manager agrees that the Sprint Parties shall not
          be required first to collect from any other guarantor of any such
          obligation or to proceed against or exhaust any collateral or security
          for any obligation before requiring Manager to perform or pay the
          obligation guaranteed under this section. Any Sprint Party may bring
          suit against Manager without joining the Other Affiliates or any other
          guarantor. Manager agrees that notice given by a Sprint Party to any
          Other Affiliate under such Other Affiliate's Sprint Agreements or the
          Consent and Agreement constitutes notice to the Manager.

     31. Financial Information [NEW]. A new section 17.32 is added to the
Management Agreement:

          17.32 Copies of Financial Information. Manager agrees to give Sprint
     PCS a copy of all financial information it gives the Administrative Agent
     or any Lender (as such parties are defined in the Consent and Agreement).

                               Services Agreement

     32. Non-exclusive Service [NEW]. Section 1.3 of the Services Agreement is
amended and restated in its entirety to read as follows:

          1.3 Non-Exclusive Services. Nothing contained in this agreement
     confers upon Manager an exclusive right to any of the Services. Sprint
     Spectrum may contract with others to provide expertise and services
     identical or similar to those to be made available or provided to Manager
     under this agreement.

     33. Changes to Article 2 [NEW]. Article 2 of the Services Agreement is
amended and restated in its entirety to read as follows:

                                   2. SERVICES

          2.1 Services.

               2.1.1 Services. Subject to the terms of this agreement, through
     December 31, 2006, Manager will obtain the services set forth on Schedule
     2.1.1 attached to this agreement ("Services") from Sprint Spectrum in
     accordance with this section 2.1, and Sprint Spectrum will provide all or
     none of the Services. For purposes of clarification, as of the Effective
     Date of Addendum V through December 31, 2006, Sprint Spectrum is providing
     all of the Services to Manager and Sprint Spectrum will not provide
     individual Services.


                                       50



               The fees charged for the Services and the process for setting the
     fees charged for the Services are set forth in section 3.2. Sprint Spectrum
     may designate additional Services upon at least 60 days' prior written
     notice to Manager by providing an amended Schedule 2.1.1 to Manager in
     accordance with the provisions of section 9.1.

               Without Manager's prior written consent, neither Sprint Spectrum
     nor any of its Related Parties will require Manager to pay for:

               (A) any of those additional CCPU Services or CPGA Services to the
     extent that they are the same as or functionally equivalent to any service
     or benefit that Manager currently receives from Sprint Spectrum or its
     Related Parties or Sprint PCS or its Related Parties but for which Manager
     does not pay a separate fee immediately after the Effective Date, or

               (B) any other additional CCPU Services or CPGA Services through
     December 31, 2006. After that date the fee for those other additional
     Services will be included in the fees based on Sprint PCS CCPU and Sprint
     PCS CPGA as set forth in section 3.2.

               2.1.2 Discontinuance of Services. If Sprint Spectrum determines
     to no longer offer a Service, then Sprint Spectrum must

                    (i) notify Manager in writing a reasonable time before
               discontinuing the Service, except Sprint will notify Manager at
               least 9 months before Sprint plans to discontinue a significant
               Service (e.g., billing, collection and customer care).

                    (ii) discontinue the Service to all Other Managers.

     If Manager determines within 90 days after receipt of notice of
     discontinuance that it wants to continue to receive the Service, Sprint
     Spectrum will use commercially reasonable efforts to:

                    (a) help Manager provide the Service itself or find another
               vendor to provide the Service, and

                    (b) facilitate Manager's transition to the new Service
               provider.

               The fees charged by Sprint Spectrum for the CCPU Services and
     CPGA Services will be reduced by any fees payable by Manager to a vendor or
     new Service provider in respect of discontinued CCPU Services and CPGA
     Services, if (x) Sprint Spectrum procures such CCPU Services or CPGA
     Services from a vendor or a new Service


                                       51



     provider and bills those items as Settled-Separately Manager Expenses (as
     defined in subsection 3.2.5 of this agreement), or (y) Manager procures
     such CCPU Services or CPGA Services from a vendor or a new provider of
     Services, or (z) Manager self-provisions the Service. No adjustment to the
     fees will be made if Sprint Spectrum discontinues a CCPU Service or CPGA
     Service and Sprint Spectrum does not provide the CCPU Service or CPGA
     Service to end users.

               2.1.3 Performance of Services. Sprint Spectrum may select the
     method, location and means of providing the Services. If Sprint Spectrum
     wishes to use Manager's facilities to provide the Services, Sprint Spectrum
     must obtain Manager's prior written consent.

          2.2 Third Party Vendors. Some of the Services might be provided by
     third party vendors under arrangements between Sprint Spectrum and the
     third party vendors. In some instances, Manager may receive Services from a
     third party vendor under the same terms and conditions that Sprint Spectrum
     receives those services. In other instances, Manager may receive Services
     under the terms and conditions set forth in an agreement between Manager
     and the third party vendor.

     34. Changes to Article 3 [NEW]. Article 3 of the Services Agreement is
amended and restated in its entirety to read as follows:

                              3. FEES FOR SERVICES

          3.1 Services. Manager will pay Sprint Spectrum a fee for the Services
     provided by or on behalf of Sprint Spectrum now or in the future, subject
     to Section 2.1.1. Manager may not obtain these Services from other sources,
     except as provided in this agreement.

               If a change to Sprint PCS' accounting classifications for the
     CCPU Services or CPGA Services materially changes the amount of the Sprint
     PCS CCPU or Sprint PCS CPGA relative to the amount immediately before the
     change, then the rates outlined in section 3 of the Services Agreement will
     be adjusted to reflect the change.

               If the accounting classification change has the effect of moving
     a Service from a CCPU Service or CPGA Service to a Settled-Separately
     Manager Expense, the fees for the CCPU Services or CPGA Services, as
     applicable, charged by Sprint Spectrum will be reduced by the fees payable
     by Manager for the new Settled-Separately Manager Expense.

          3.2 Fees for Services.

               3.2.1 Initial Pricing Period. The fees Manager will pay


                                       52



     Sprint Spectrum for the CCPU Services and CPGA Services provided to Manager
     by or on behalf of Sprint Spectrum each month from the first day of the
     calendar month following the Effective Date of Addendum V until December
     31, 2006 ("Initial Pricing Period"), will be:

               (a) for the CCPU Services: $7.70 per subscriber multiplied by the
     Number of Customers in Manager's Service Area, and

               (b) for the CPGA Services: an amount equal to:

               (i) the most recently publicly reported Sprint PCS CPGA,
               multiplied by a percentage equal to the lesser of:

                    (A) Manager's current percentage of the most recently
                    publicly reported Sprint PCS CPGA, and

                    (B) 6.3% of the most recently publicly reported Sprint PCS
                    CPGA;

               multiplied by

               (ii) the Gross Customer Additions in Manager's Service Area.

               The fees will be paid as set forth in section 10 of the
     Management Agreement.

               3.2.2 Pricing Process. After the Initial Pricing Period, the fee
     for CCPU Services will become a percentage of Sprint PCS CCPU and the fee
     for CPGA Services will be adjusted to a new percentage of Sprint PCS CPGA.
     The parties will reset the CCPU and CPGA percentages to be applied in each
     pricing period after the Initial Pricing Period ends. Each subsequent
     pricing period will last three years (if Manager continues to use Sprint
     Spectrum or a Related Party to provide these Services) with, for example,
     the second pricing period beginning on January 1, 2007 and ending on
     December 31, 2009.

               The process for resetting the percentages is as follows:

               (a) Sprint Spectrum will give Manager proposed CCPU and CPGA
     percentages by October 31 of the calendar year before the calendar year in
     which the then current pricing period ends (e.g. if the pricing period ends
     on December 31, 2006 then the percentages have to be presented by October
     31, 2005). The proposed percentages will be based on the amount necessary
     to recover Sprint PCS' reasonable costs for providing the CCPU Services and
     CPGA Services to Manager and the Other Managers. Manager's representative
     and the Sprint PCS representative will begin discussions regarding the
     proposed CCPU and


                                       53



     CPGA percentages within 20 days after Manager receives the proposed CCPU
     and CPGA percentages from Sprint Spectrum.

               (b) The fee Manager will pay Sprint Spectrum for the CCPU
     Services provided to Manager by or on behalf of Sprint Spectrum each month
     beginning on January 1, 2007 until December 31, 2008 under the pricing
     process described in this section 3.2.2 will not exceed $8.50 per
     subscriber multiplied by the Number of Customers in Manager's Service Area.

               (c) If the parties do not agree on new CCPU and CPGA percentages
     within 30 days after the discussions begin, then Manager may escalate the
     discussion to the Sprint PCS Chief Financial Officer or Sprint Spectrum may
     escalate the discussion to Manager's Chief Executive Officer or Chief
     Financial Officer.

               (d) If the parties cannot agree on the new CCPU and CPGA
     percentages through the escalation process within 20 days after the
     escalation process begins, then Manager may either

                    (i) submit the determination of the CCPU and CPGA
               percentages to binding arbitration under section 14.2 of this
               agreement, excluding the escalation process set forth in section
               14.1 and continue obtaining all of the CCPU Services and CPGA
               Services from Sprint Spectrum at the CCPU and CPGA percentages
               the arbitrator determines, or

                    (ii) procure from a vendor other than Sprint Spectrum or
               self-provision all of the Services.

               By December 1, 2006, the parties will agree on a service level
     agreement for customer care services and collection services
     ("Customer-Related Services") that will apply to Customer-Related Services
     delivered by Sprint Spectrum starting on January 1, 2007. If the parties
     cannot agree on a service level agreement by December 1, 2006, either party
     may submit a proposed service level agreement to binding arbitration under
     section 14.2 of the Management Agreement, excluding the escalation process
     set forth in section 14.1. If the arbitration concludes after January 1,
     2007 the service level agreement, as agreed upon through the arbitration
     process, will be effective as of January 1, 2007. The agreement will set
     forth 5 metrics for Customer-Related Services and will provide that Sprint
     Spectrum will use commercially reasonable efforts to meet the industry
     averages for those metrics as in effect on December 1, 2006. The 5 metrics
     are:

     (a)  Service Grade Rate defined as percentage of calls answered in 60
          seconds or less after the customer enters the call queue.


                                       54



     (b)  Average Hold Time defined as average time a customer waits to talk to
          a customer service representative once the customer enters the call
          queue.

     (c)  Abandoned Call Rate defined as the percentage of calls that disconnect
          prior to talking to a customer service representative after the
          customer enters the call queue.

     (d)  Net Write-Offs Rate defined as monthly write-offs of accounts
          receivable, net of customer deposits, divided by monthly subscriber
          revenue.

     (e)  Past-Due Accounts Receivable Aging Rates defined as percentage of
          accounts receivable greater than 60 days from due date.

               The service level agreement will provide that Sprint Spectrum
     will give Manager a quarterly report on the above metrics. Beginning in
     2008, Manager will have the right to opt out of Sprint Spectrum providing
     the Customer Related Services if the average of the metrics reflected in
     the four quarterly reports for the prior calendar year indicate that Sprint
     Spectrum is not in compliance with any 2 of the 5 metrics. To exercise the
     opt-out right, Manager must give its opt-out notice to Sprint Spectrum
     during the first quarter of any calendar year that Manager has an opt-out
     right. Upon receipt of an opt-out notice, Manager and Sprint Spectrum will
     use commercially reasonable efforts to transition the Customer-Related
     Services to Manager or a third party vendor within 9 months after the
     opt-out notice date. Upon the parties' completion of the transition, the
     parties will agree to an adjustment to the CCPU Service Fee being charged
     by Sprint Spectrum to Manager. If the parties cannot agree to an
     adjustment, Manager has the right to submit the determination to binding
     arbitration under section 14.2 of the Management Agreement, excluding the
     escalation process set forth in section 14.1, and continue obtaining all
     the CPGA Services and remaining CCPU services from Sprint Spectrum. Manager
     will reimburse Sprint Spectrum for transition and continuing operation
     costs in accordance with Section 3.2.4.

               Manager's opt-out right described above is its sole remedy if
     Sprint Spectrum is not in compliance with the metrics; Sprint Spectrum's
     non-compliance with the metrics does not constitute a breach of this
     agreement or any other agreement between the parties.

               Manager has the right to propose to Sprint Spectrum that Manager
     self-provision or procure from a vendor some, but not all, of the Services.
     Sprint Spectrum will discuss the proposal with Manager, but Manager can
     only self-provision or procure from a vendor some of the Services if Sprint
     Spectrum agrees.


                                       55



               Manager will begin paying Sprint Spectrum under the CCPU and CPGA
     percentages that Sprint Spectrum presents for discussion at the beginning
     of the new pricing period until the date on which the parties agree or
     until the arbitrator determines the new CCPU and CPGA percentages,
     whichever occurs first. Within 30 days after the percentages are determined
     (either by agreement or by arbitration), Sprint PCS will recalculate the
     fees from the beginning of the new pricing period and give notice to
     Manager of what the fees are and the amount of any adjusting payments
     required. If Sprint PCS owes Manager a refund of fees already paid, Sprint
     PCS may pay the amount to Manager or Sprint PCS, in its sole discretion,
     may credit the amount of the refund against any amounts Manager then owes
     to Sprint PCS. If Sprint PCS chooses to pay the refund, it will make the
     payment at the time it sends the notice to Manager; If Sprint PCS chooses
     to credit the refund, it will in the notice indicate the amounts owing to
     which the credit will be applied. If Manager owes Sprint PCS additional
     fees Manager will pay those fees to Sprint PCS within 10 days after receipt
     of the notice.

               3.2.3 Sprint Spectrum First Right of Refusal. Manager must give
     Sprint Spectrum written notice of Manager's decision to procure the
     Services from a third party vendor the Services at least 120 days before
     the end of the Initial Pricing Period or any subsequent three-year pricing
     period and provide the third party vendor terms to Sprint Spectrum. Sprint
     Spectrum will have 30 days from the date it receives the third party
     vendor's terms to decide if it will provide those Services to Manager under
     those terms.

               Manager must agree to receive the Services from Sprint Spectrum
     if Sprint Spectrum gives notice to Manager that it will provide the
     Services to Manager on the third party vendor terms. If Sprint Spectrum
     does not exercise its first right of refusal, Manager must sign the
     agreement with the third party vendor on the same terms and conditions as
     presented to Sprint Spectrum within 10 Business Days after Sprint Spectrum
     notifies Manager of its decision not to exercise the first right of refusal
     or the expiration of the 30-day period, whichever occurs first. The
     procedure set forth in this section 3.2.3 will begin again if Manager does
     not sign the agreement with the third party vendor as required in the
     preceding sentence.

               3.2.4 Transition and Continuing Operating Costs. Sprint Spectrum
     will cooperate with Manager and work diligently and in good faith to
     implement the transition to another service provider (including Manager, if
     applicable), in a reasonably efficient and expeditious manner.

               Manager will pay for all reasonable out-of-pocket costs that
     Sprint Spectrum and its Related Parties actually incur to (i) transfer any
     Service(s) provided to Manager to a third party vendor or to enable


                                       56



     Manager to self-provide any Service(s), and (ii) operate and maintain
     systems, processes, licenses and equipment to support those Services.
     Sprint Spectrum will bill Manager monthly for these costs.

               3.2.5 Settled-Separately Manager Expenses. Manager will pay to or
     reimburse Sprint Spectrum for any amounts that Sprint Spectrum or its
     Related Parties pays for Settled-Separately Manager Expenses.
     "Settled-Separately Manager Expenses" means those items the parties choose
     to settle separately between themselves (e.g. accessory margins, reciprocal
     retail store cost recovery) that are listed in sections C and D of Schedule
     2.1.1.

               Sprint Spectrum will give Manager at least 60 days' prior written
     notice by providing an amended Schedule 2.1.1 to Manager in accordance with
     the provisions of section 9.1 of any additional Services added to sections
     C and D of Schedule 2.1.1, but no additional service may be added to the
     extent it is the same as, or functionally equivalent to, either:

                    (a) any service that Sprint Spectrum or any of its Related
          Parties currently provides to Manager as a CCPU Service or a CPGA
          Service (unless the fees payable by Manager to Sprint Spectrum
          hereunder are correspondingly reduced) or

                    (b) any service or benefit that Manager currently receives
          from Sprint Spectrum or its Related Parties but for which Manager does
          not pay a separate fee before the Effective Date.

          For each Settled-Separately Manager Expense, Sprint Spectrum will
     provide sufficient detail to enable Manager to determine how the expense
     was calculated, including the unit of measurement (e.g., per subscriber per
     month or per call) and the record of the occurrences generating the expense
     (e.g., the number of calls attributable to the expense). If an expense is
     not reasonably subject to occurrence level detail, Sprint Spectrum will
     provide reasonable detail on the process used to calculate the fee and the
     process must be reasonable. A detail or process is reasonable if it is
     substantially in the form as is customarily used in the wireless industry.
     The Settled-Separately Manager Expenses will be paid as set forth in
     section 10 of the Management Agreement. Sprint Spectrum and its Related
     Parties may arrange for Manager to pay any of the Settled-Separately
     Manager Expenses directly to the vendor after giving Manager reasonable
     notice.

               Unless Manager specifically agrees otherwise, any
     Settled-Separately Manager Expense that Sprint Spectrum or any of its
     Related Parties is entitled to charge or pass through to Manager under this


                                       57



     agreement or the Management Agreement will reflect solely out-of-pocket
     costs and expenses that Sprint Spectrum or its Related Parties actually
     incur, will be usage-based or directly related to revenue-generating
     products and services, and will not include any allocation of Sprint PCS'
     or its Related Parties' internal costs or expenses (including, but not
     limited to, allocations of general and administrative expenses or
     allocations of employee compensation or related expenses). For clarity,
     Sprint Spectrum's or its Related Parties' out-of-pocket costs for handset
     and accessory inventory consist of actual inventory invoice costs less any
     volume incentive rebates and price protection credits that Sprint Spectrum
     or its Related Parties receive from a vendor.

          3.3 Late Payments. Any payment due under this section 3 that Manager
     fails to pay to Sprint Spectrum in accordance with this agreement will bear
     interest at the Default Rate beginning (and including) the 6th day after
     the due date stated on the invoice until (and including) the date on which
     the payment is made.

          3.4 Taxes. Manager will pay or reimburse Sprint Spectrum for any
     sales, use, gross receipts or similar tax, administrative fee,
     telecommunications fee or surcharge for taxes or fees that a governmental
     authority levies on the fees and charges that Manager pays to Sprint
     Spectrum or a Related Party.

     35. Audit [NEW]. Section 5.1.2 of the Services Agreement is amended and
restated in its entirety to read as follows:

          5.1.2 Audits. On reasonable advance notice by one party, the other
     party must provide its independent or internal auditors access to its
     appropriate financial and operating records, including, without limitation,
     vendor and distribution agreements, for purposes of auditing the amount of
     fees (including the appropriateness of items included in Settled-Separately
     Manager Expenses), costs, expenses (including operating metrics referred to
     in this agreement and the Services Agreement relating to or used in the
     determination of Inter Service Area Fees, Reseller Customer Fees, CCPU
     Services or CPGA Services) or other charges payable in connection with the
     Service Area for the period audited. The party that requested the audit may
     decide if the audit is conducted by the other party's independent or
     internal auditors. Manager and Sprint Spectrum may each request no more
     than one audit per year.

               (a) If the audit shows that Sprint Spectrum was underpaid then,
          unless the amount is contested, Manager will pay to Sprint Spectrum
          the amount of the underpayment within 10 Business Days after Sprint
          Spectrum gives Manager written notice of the underpayment
          determination.


                                       58



               (b) If the audit determines that Sprint Spectrum was overpaid
          then, unless the amount is contested, Sprint Spectrum will pay to
          Manager the amount of the overpayment within 10 Business Days after
          Manager gives Sprint Spectrum written notice of the overpayment
          determination.

          The auditing party will pay all costs and expenses related to the
     audit unless the amount owed to the audited party is reduced by more than
     10% or the amount owed by the audited party is increased by more than 10%,
     in which case the audited party will pay the costs and expenses related to
     the audit.

          If either party disputes the auditor's conclusion then the dispute
     will be submitted to binding arbitration in accordance with section 14.2 of
     the Management Agreement, excluding the escalation process set forth in
     section 14.1 of the Management Agreement.

          Sprint PCS will provide a Type II Report to Manager annually. If
     Manager, on the advice of its independent auditors or its legal counsel,
     determines that a statute, regulation, rule, judicial decision or
     interpretation, or audit or accounting rule, policy or literature published
     by the accounting or auditing profession or other authoritative rule making
     body (such as the Securities and Exchange Commission, the Public Company
     Accounting Oversight Board or the Financial Accounting Standards Board)
     requires additional assurances beyond SAS 70, then Sprint Spectrum will
     cooperate with Manager to provide the additional assurances. Sprint
     Spectrum's independent auditors will prepare any Type II Report or Manager
     Management Report provided under this section 5.1.2 and will provide an
     opinion on the controls placed in operation and tests of operating
     effectiveness of those controls in effect at Sprint PCS over Manager
     Management Processes.

     36. Notices [NEW]. Section 9.1 of the Services Agreement is amended and
restated in its entirety to read as follows:

          9.1 Notices. Any notice, payment, invoice, demand or communication
     required or permitted to be given by any provision of this agreement must
     be in writing and mailed (certified or registered mail, postage prepaid,
     return receipt requested), sent by hand or overnight courier, charges
     prepaid or sent by facsimile or email (in either instance with
     acknowledgement or read receipt received), and addressed as described in
     section 17.1(b) of the Management Agreement, or to any other address or
     number as the person or entity may from time to time specify by written
     notice to the other parties.

          The subject line of any email notice that purports to add any
     additional service to Schedule 2.1.1 must read "Additional Service to


                                       59



     Schedule 2.1.1". The new Schedule 2.1.1 must also be attached to the email,
     and notice will also be provided to those individuals listed for notices
     for Manager regarding Program Requirement Changes set forth in section
     17.1(b) of the Management Agreement.

          Any notice, demand or communication intended to be notice of a breach
     of an agreement or notice of an Event of Termination must clearly indicate
     that intent, state the section(s) of the agreements allegedly breached, and
     in addition to any other form of notice it must be mailed or sent by
     overnight courier in the manner described in the first paragraph of this
     section 9.1.

          Manager will promptly give Sprint Spectrum a copy of any notice
     Manager receives from the Administrative Agent or any Lender, and a copy of
     any notice Manager gives to the Administrative Agent or any Lender. Sprint
     Spectrum will promptly give Manager a copy of any notice that Sprint
     Spectrum receives from the Administrative Agent or any Lender and a copy of
     any notice that Sprint Spectrum gives to the Administrative Agent or any
     Lender.

          All notices and other communications given to a party in accordance
     with the provisions of this agreement will be deemed to have been given
     when received.

     37. Entire Agreement; Amendments [NEW]. Section 9.6 of the Services
Agreement is amended and restated in its entirety to read as follows:

          9.6 Entire Agreement; Amendments. The provisions of this agreement and
     the Management Agreement including the exhibits to those agreements set
     forth the entire agreement and understanding between the parties as to the
     subject matter of this agreement and supersede all prior agreements, oral
     or written, and other communications between the parties relating to the
     subject matter of this agreement. Except for Sprint Spectrum's right to add
     additional Services to Schedule 2.1.1 subject to the provisions of section
     2.1.1 and section 3.2.5, this agreement may be modified or amended only by
     a written amendment signed by the persons or entities authorized to bind
     each party.

     38. Force Majeure [NEW]. The second paragraph of section 9.8 of the
Services Agreement is amended and restated in its entirety to read as follows:

          Neither Manager nor Sprint Spectrum, as the case may be, is in breach
     of any covenant in this agreement and no Event of Termination will occur as
     a result of the failure of such party to comply with any covenant, if the
     party's non-compliance with the covenant results primarily from:


                                       60



                    (i) any FCC order or any other injunction that any
               governmental authority issues that impedes the party's ability to
               comply with the covenant,

                    (ii) the failure of any governmental authority to grant any
               consent, approval, waiver or authorization or any delay on the
               part of any governmental authority in granting any consent,
               approval, waiver or authorization,

                    (iii) the failure of any vendor to deliver in a timely
               manner any equipment or service, or

                    (iv) any act of God, act of war or insurrection, riot, fire,
               accident, explosion, labor unrest, strike, civil unrest, work
               stoppage, condemnation or any similar cause or event not
               reasonably within the control of the party.

     39. Governing Law, Jurisdiction and Consent to Service of Process. [NEW].
Section 9.11 of the Services Agreement is replaced with the following language:

          9.11 Governing Law, Jurisdiction and Service of Process.

               9.11.1 Governing Law. The internal laws of the State of Kansas
          (without regard to principles of conflicts of law) govern the validity
          of this agreement, the construction of its terms, and the
          interpretation of the rights and duties of the parties.

               9.11.2 Jurisdiction; Consent to Service of Process.

               (a) Each party hereby irrevocably and unconditionally submits,
          for itself and its property, to the nonexclusive jurisdiction of any
          Kansas State court sitting in the County of Johnson or any Federal
          court of the United States of America sitting in the District of
          Kansas, and any appellate court from any such court, in any suit
          action or proceeding arising out of or relating to this agreement, or
          for recognition or enforcement of any judgment, and each party hereby
          irrevocably and unconditionally agrees that all claims in respect of
          any such suit, action or proceeding may be heard and determined in
          such Kansas State Court or, to the extent permitted by law, in such
          Federal court.

               (b) Each party hereby irrevocably and unconditionally waives, to
          the fullest extent it may legally do so, any objection which it may
          now or hereafter have to the laying of venue of any suit, action or
          proceeding arising out of or relating to this agreement in Kansas
          State court sitting in the County of Johnson


                                       61



          or any Federal court sitting in the District of Kansas. Each party
          hereby irrevocably waives, to the fullest extent permitted by law, the
          defense of an inconvenient forum to the maintenance of such suit,
          action or proceeding in any such court and further waives the right to
          object, with respect to such suit, action or proceeding, that such
          court does not have jurisdiction over such party.

               (c) Each party irrevocably consents to service of process in the
          manner provided for the giving of notices pursuant to this agreement,
          provided that such service shall be deemed to have been given only
          when actually received by such party. Nothing in this agreement shall
          affect the right of a party to serve process in another manner
          permitted by law.

                          Trademark License Agreements

     40. Notices [NEW]. Section 15.1 of each of the Trademark License Agreements
is amended and restated in its entirety to read as follows:

          Section 15.1. Notices. Any notice, payment, invoice, demand or
     communication required or permitted to be given by any provision of this
     agreement must be in writing and mailed (certified or registered mail,
     postage prepaid, return receipt requested), sent by hand or overnight
     courier, or sent by facsimile (with acknowledgment received), charges
     prepaid and addressed as described in section 17.1(b) of the Management
     Agreement, or to any other address or number as the person or entity may
     from time to time specify by written notice to the other parties.

          Any notice, demand or communication intended to be notice of a breach
     of an agreement or notice of an Event of Termination must clearly indicate
     that intent, state the section(s) of the agreements allegedly breached, and
     be mailed or sent by overnight courier in the manner described in the
     preceding paragraph.

          Licensee will promptly give Licensor a copy of any notice Licensee
     receives from any Administrative Agent or any Lender, and a copy of any
     notice Licensee gives to any Administrative Agent or any Lender. Licensor
     will promptly give Licensee a copy of any notice that Licensor receives
     from the Administrative Agent or any Lender and a copy of any notice that
     Licensor gives to the Administrative Agent or any Lender.

          All notices and other communications given to a party in accordance
     with the provisions of this agreement will be deemed to have been given
     when received.


                                       62



     41. Governing Law [NEW]. Section 15.8 of each of the Trademark License
Agreements is replaced by the following language:

          15.8 Governing Law. The internal laws of the State of Kansas (without
     regard to principles of conflicts of law) govern the validity of this
     agreement, the construction of its terms, and the interpretation of the
     rights and duties of the parties.

     42. Jurisdiction [NEW]. Section 15.13 of each of the Trademark License
Agreements is replaced by the following language:

          15.13 Jurisdiction; Consent to Service of Process.

               (a) Each party hereby irrevocably and unconditionally submits,
     for itself and its property, to the nonexclusive jurisdiction of any Kansas
     State court sitting in the County of Johnson or any Federal court of the
     United States of America sitting in the District of Kansas, and any
     appellate court from any such court, in any suit action or proceeding
     arising out of or relating to this agreement, or for recognition or
     enforcement of any judgment, and each party hereby irrevocably and
     unconditionally agrees that all claims in respect of any such suit, action
     or proceeding may be heard and determined in such Kansas State Court or, to
     the extent permitted by law, in such Federal court.

               (b) Each party hereby irrevocably and unconditionally waives, to
     the fullest extent it may legally do so, any objection which it may now or
     hereafter have to the laying of venue of any suit, action or proceeding
     arising out of or relating to this agreement in Kansas State court sitting
     in the County of Johnson or any Federal court sitting in the District of
     Kansas. Each party hereby irrevocably waives, to the fullest extent
     permitted by law, the defense of an inconvenient forum to the maintenance
     of such suit, action or proceeding in any such court and further waives the
     right to object, with respect to such suit, action or proceeding, that such
     court does not have jurisdiction over such party.

               (c) Each party irrevocably consents to service of process in the
     manner provided for the giving of notices pursuant to this agreement,
     provided that such service shall be deemed to have been given only when
     actually received by such party. Nothing in this agreement shall affect the
     right of a party to serve process in another manner permitted by law.

                             Schedule of Definitions

     43. Deleted Definition [NEW]. The definition of "Available Services" is
deleted.


                                       63



     44. Additional, Amended or Supplemented Definitions [NEW]. The following
definitions are new or amended, unless otherwise indicated:

          "Additional Interest" [Addm IV, Section 22] has the meaning set forth
     in section 2.1 of the Management Agreement.

          "Alamosa Managers" means Manager and the Other Managers controlled by
     Alamosa Holdings, Inc.

          "Allocable Software Fee" has the meaning set forth in section 1.3.4(e)
     of the Management Agreement.

          "Allocated Write-offs" has the meaning set forth in section 10.3.4 of
     the Management Agreement.

          "Amount Billed (Net of Customer Credits)" has the meaning set forth in
     section 10.3.3 of the Management Agreement.

          "Assessment Date" [Addm IV, Section 22] has the meaning set forth in
     section 2.1 of the Management Agreement.

          "Away Network" means:

                    (i) any portion of the Sprint PCS Network other than
               Manager's Service Area Network, in the case of Customers with an
               NPA-NXX assigned to the Service Area (or any other such
               designation in accordance with section 17.17 of the Management
               Agreement), and

                    (ii) Manager's Service Area Network, in the case of
               Customers with an NPA-NXX assigned to an area outside the Service
               Area (or any other such designation in accordance with section
               17.17 of the Management Agreement).

          "Billed Component(s)" has the meaning set forth in section 10.3.2 of
     the Management Agreement.

          "Billed Month" has the meaning set forth in section 10.2.1 of the
     Management Agreement.

          "Billed Revenue" has the meaning set forth in section 10.2.1 of the
     Management Agreement.

          "CCPU Services" means those Services listed in section A of Schedule
     2.1.1 to the Services Agreement.


                                       64



          "Cell Site(s)" [Addm IV, Section 22] has the meaning set forth in
     section 2.1 of the Management Agreement.

          "Change of Control Transaction" [Addm IV, Section 22] has the meaning
     set forth in section 2.1 of the Management Agreement.

          "Chief Financial Officer of Sprint PCS", "Sprint PCS Chief Financial
     Officer" and other references to the Chief Financial Officer of Sprint PCS
     mean the Senior Vice President - Finance of Sprint Corporation designated
     to serve as the chief financial officer of Sprint PCS or if none, the
     individual serving in that capacity.

          "Completion Date" [Addm IV, Section 22] has the meaning set forth in
     section 2.1 of the Management Agreement.

          "CPGA Services" means those Services listed in section B of Schedule
     2.1.1 to the Services Agreement.

          "CSA" has the meaning set forth in section 10.2.1 of the Management
     Agreement.

          "Customer" means any customer, except Reseller Customers or customers
     of third parties for which Manager provides solely switching services, who
     purchases Sprint PCS Products and Services, regardless of where their
     NPA-NXX is assigned.

          "Customer Credits" has the meaning set forth in section 10.2.1 of the
     Management Agreement.

          "Customer Equipment Charges" has the meaning set forth in section
     10.3.2.5 of the Management Agreement.

          "Customer Equipment Credits" has the meaning set forth in section
     10.3.2.2 of the Management Agreement.

          "Customer-Related Services" has the meaning set forth in section 3.2.2
     of the Services Agreement.

          "Customer Taxes" means the amounts that Sprint PCS bills to Manager
     Accounts for taxes, including, without limitation, federal, state, and
     local sales, use, gross and excise tax.

          "Effective Date" has the meaning set forth in the preamble of this
     Addendum.

          "Enterprise Value" means the combined book value of an entity's
     outstanding debt and preferred stock less cash plus the fair market value
     of each class of its publicly-traded equity other than any publicly-traded


                                       65



     preferred stock. For the purposes of this definition, the fair market value
     of a class of an entity's publicly-traded equity (other than
     publicly-traded preferred stock) is equal to the product of:

               (i) the number of issued and outstanding shares of the class of
          publicly-traded equity as of the date of determination, times

               (ii) the applicable average closing price (or average closing
          bid, if traded on the over-the-counter market) per share of the class
          of publicly-traded equity over the 21 consecutive trading days
          immediately preceding the date of determination.

          "E911 Phase I Surcharges" means all costs related to Phase I E911
     functionality.

          "E911 Phase II Surcharges" has the meaning set forth in section
     10.3.2.6 of the Management Agreement.

          "ETC" has the meaning set forth in section 10.6.1 of the Management
     Agreement.

          "Fee Based on Billed Revenue" has the meaning set forth in section
     10.2.1 of the Management Agreement.

          "Gross Customer Additions in Manager's Service Area" means the average
     number of Customers activated (without taking into consideration the number
     of Customers lost) during the previous month with an NPA-NXX assigned to
     the Service Area as reported in Sprint PCS' most recent monthly KPI report.

          "Initial 3G Data Fee Period" has the meaning set forth in section
     10.4.1.3(a) of the Management Agreement.

          "Initial Pricing Period" has the meaning set forth in section 3.2.1 of
     the Services Agreement.

          "Inter Service Area Fee" has the meaning set forth in section 4.3 of
     the Management Agreement.

          "Investment Banker" has the meaning set forth in section 9.3.2 of the
     Management Agreement.

          "Manager Accounts" has the meaning set forth in section 10.2.1 of the
     Management Agreement.

          "Manager Management Process" has the meaning set forth in section
     12.1.2 of the Management Agreement.


                                       66



          "Manager Management Report" has the meaning set forth in section
     12.1.2 of the Management Agreement.

          "MFN True-Up Amount" has the meaning set forth in the preamble of this
     Addendum.

          "Net Billed Revenue" has the meaning set forth in section 10.2.1 of
     the Management Agreement.

          "Net Software Cost" means the amount paid by Sprint PCS to the vendor
     directly associated with the Software used by Manager in the Service Area
     for which Manager is not obligated to pay the Software vendor directly, net
     of any discounts or rebates and excluding any mark-up by Sprint PCS for
     administrative or other fees, and is limited to that proportionate amount
     attributable to Manager.

          "New Coverage" means the build-out in the Service Area that is in
     addition to the build-out required under the then-existing Build-out Plan,
     which build-out Sprint PCS or Manager decides should be built-out.

          "90-Day Threshold" [Addm IV, Section 22] has the meaning set forth in
     section 2.1 of the Management Agreement.

          "NPA-NXX" means NPA-NXX or an equivalent identifier, such as a network
     access identifier (NAI).

          "Number of Customers in Manager's Service Area" means the average
     number of Customers with NPA-NXXs assigned to the Service Area reported in
     Sprint PCS' most recent monthly KPI report.

          "180-Day Threshold" [Addm IV, Section 22] has the meaning set forth in
     section 2.1 of the Management Agreement.

          "Operational and Network Ready" and "Operational and Network
     Readiness" [Addm IV, Section 22] have the meaning set forth in section 2.1
     of the Management Agreement.

          "Other Affiliates" [Addm IV, Section 19] has the meaning set forth in
     section 17.29 of the Management Agreement.

          "Outbound Roaming Fees" means the amounts that Sprint PCS or its
     Related Parties bills to Manager Accounts for calls placed on a non-Sprint
     PCS Network.

          "Overall Changes" has the meaning set forth in section 1.10(a).

          "Penalty Amount" [Addm IV, Section 22] has the meaning set forth in
     section 2.1 of the Management Agreement.


                                       67



          "Program Requirement Change" has the meaning set forth in section
     9.3.1 of the Management Agreement.

          "Qwest Reseller 3G Data Agreement" has the meaning set forth in
     section 10.4.1.3(a) of the Management Agreement.

          "Reseller Customer" means customers of companies or organizations with
     a Private Label PCS Services or similar resale agreement with Sprint PCS or
     Manager.

          "Reseller Customer Fees" has the meaning set forth in section 10.4.1.1
     of the Management Agreement.

          "RF Standards" [Addm IV, Section 22] has the meaning set forth in
     section 2.1 of the Management Agreement.

          "SCCLP" has the meaning set forth in section 3.4.2(b) of the
     Management Agreement.

          "Selected Services" means Services.

          "Service Area Network" means the network that is directly required for
     the provision of telecommunications services to Customers and is managed by
     Manager under the Management Agreement in the Service Area under the
     License.

          "Services" has the meaning set forth in section 2.1.1 of the Services
     Agreement.

          "Settled-Separately Manager Expenses" has the meaning set forth in
     section 3.2.5 of the Services Agreement.

          "Software" means only that software and software features currently
     existing or developed in the future that are used in connection with
     telecommunications equipment owned or leased by Manager in Manager's
     provisioning of wireless services in the Service Area and includes, without
     limitation, software maintenance, updates, improvements, upgrades and
     modifications. "Software" expressly excludes:

                    (i) software "rights to use" licenses to the extent paid to
               the licensor directly by Manager, and

                    (ii) software operating Sprint PCS' national platforms,
               billing system platforms, customer service platforms and like
               applications.


                                       68



          "Software Fees" means costs associated (including applicable license
     fees) with procuring software, software maintenance, software upgrades and
     other software costs needed to provide uniform and consistent operation of
     the wireless systems within the Sprint PCS Network.

          "Sprint PCS" means any or all of the following Related Parties who are
     License holders or signatories to the Management Agreement: Sprint Spectrum
     L.P., a Delaware limited partnership, WirelessCo, L.P., a Delaware limited
     partnership, SprintCom, Inc., a Kansas corporation, PhillieCo Partners I,
     L.P., a Delaware limited partnership, PhillieCo, L.P., a Delaware limited
     partnership, Sprint Telephony PCS, L.P., a Delaware limited partnership,
     Sprint PCS License, L.L.C., a Delaware limited liability company, American
     PCS Communications, LLC, a Delaware limited liability company, and APC PCS,
     LLC, a Delaware limited liability company. Any reference in the Management
     Agreement or Services Agreement to Cox Communications PCS, L.P., a Delaware
     limited partnership, or Cox PCS License, L.L.C., a Delaware limited
     liability company, is changed to Sprint Telephony PCS, L.P., a Delaware
     limited partnership, or Sprint PCS License, L.L.C., a Delaware limited
     liability company, respectively, to reflect name changes filed with the
     Delaware Secretary of State in 2002.

          "Sprint PCS ARPU" means the average revenue per user publicly
     announced by Sprint PCS or its Related Parties for the most recent calendar
     year. Sprint PCS ARPU is generally calculated by dividing wireless service
     revenues by average wireless subscribers.

          "Sprint PCS CCPU" means the cash cost per user publicly announced by
     Sprint PCS or its Related Parties for the most recent quarter. Sprint PCS
     CCPU is generally calculated by dividing costs of wireless service
     revenues, service delivery and other general and administrative costs by
     average wireless subscribers.

          "Sprint PCS CPGA" means the cost per gross addition publicly announced
     by Sprint PCS or its Related Parties for the most recent quarter. Sprint
     PCS CPGA is calculated by dividing the aggregate costs of acquiring new
     wireless subscribers, including equipment subsidies, marketing costs and
     selling expenses, by gross additional subscribers.

          "Sprint PCS Retail Yield for Voice and 2G Data Usage" means the
     quotient calculated by dividing (a) Sprint PCS ARPU less the 3G data
     component in the Sprint PCS ARPU by (b) the reported minutes of use per
     subscriber for the calendar year for which the Sprint PCS ARPU was
     calculated.

          "Sprint PCS Retail Yield for 3G Data Usage" means the quotient
     calculated by dividing (a) the 3G data component in the Sprint


                                       69



     PCS ARPU by (b) the kilobytes of use for 3G data usage per subscriber for
     the calendar year for which the Sprint PCS ARPU was calculated.

          "Subsidy Funds" has the meaning set forth in section 10.6.1 of the
     Management Agreement.

          "3M-pops Manager" means any Other Manager whose ultimate parent entity
     (as defined by the Hart-Scott-Rodino Antitrust Improvements Act of 1976)
     controls entities with 3 million or more covered pops.

          "Transition Date" has the meaning set forth in section 10.12.3 of the
     Management Agreement.

          "Type II Report" has the meaning set forth in section 12.1.2 of the
     Management Agreement.

          "Ultimate Parent" has the meaning set forth in the Hart-Scott-Rodino
     Antitrust Improvements Act of 1976.

          "USF Charges" has the meaning set forth in section 10.3.2.7 of the
     Management Agreement.

          "Vendor Software" has the meaning set forth in section 1.3.4(b) of the
     Management Agreement.

          "Wireless Mobility Communications Network" means a radio
     communications system operating in the 1900 MHz spectrum range under the
     rules designated as Subpart E of Part 24 of the FCC's rules.

          "WLNP Surcharges" has the meaning set forth in section 10.2.4 of the
     Management Agreement.

          "Write-offs" has the meaning set forth in section 10.3.1 of the
     Management Agreement.


                                       70



B.   Cross-references to Other Paragraphs in Previous Addenda.

          Listed below are those paragraphs in the previous addenda that are
interpretations or applications of the Management Agreement, the Services
Agreement, the Trademark License Agreements or the Schedule of Definitions that
are not listed above. These serve as cross-references to facilitate finding
provisions in the previous addenda. The number shown at the beginning of each
item is the paragraph reference in the designated Addendum.

     Addendum I - superseded by Addendum IV

     Addendum II - superseded by Addendum IV

     Addendum III - superseded by Addendum IV

     Addendum IV

          1.   Restatement of Management Agreement

          2.   Restatement of Schedule of Definitions

          4.   Use of Loan Proceeds

          6.   Financing Plan

          12.  Expiration of Limited Remedies Period

          23.  Enforceability

          24.  Consent and Agreement ("C&A") Not Assignable

          26.  Reaffirmation of Sprint Agreements

          27.  Counterparts

     Addendum V - superseded by Addendum VI


                                       71



C.   Other Provisions.

     1. Manager and Sprint PCS' Representations. Manager and Sprint PCS each
represents and warrants that its respective execution, delivery and performance
of its obligations described in this Addendum have been duly authorized by
proper action of its governing body and do not and will not violate any material
agreements to which it is a party. Each of Manager and Sprint PCS also
represents and warrants that there are no legal or other claims, actions,
counterclaims, proceedings or suits, at law or in arbitration or equity, pending
or, to its knowledge, threatened against it, its Related Parties, officers or
directors that question or may affect the validity of this Addendum, the
execution and performance of the transactions contemplated by this Addendum or
that party's right or obligation to consummate the transactions contemplated by
this Addendum.

     2. Reaffirmation of Sprint Agreements. Each of the undersigned reaffirms in
their entirety the Management Agreement, the Services Agreement and the
Trademark License Agreements, together with their respective rights and
obligations under those agreements.

     3. Counterparts. This Addendum may be executed in one or more counterparts,
including facsimile counterparts, and each counterpart will have the same force
and effect as an original instrument as if the parties to the aggregate
counterparts had signed the same instrument.

            [The remainder of this page is left blank intentionally.]


                                       72



          The parties have caused this Addendum VI to be executed as of the date
first above written.

                                        SPRINT SPECTRUM L.P.


                                        By: /s/ David Bottoms
                                            ------------------------------------
                                            Name: David Bottoms
                                                  ------------------------------
                                            Title: Vice President
                                                   -----------------------------


                                        SPRINTCOM, INC.


                                        By: /s/ David Bottoms
                                            ------------------------------------
                                            Name: David Bottoms
                                                  ------------------------------
                                            Title: Vice President
                                                   -----------------------------


                                        WIRELESSCO, L.P.


                                        By: /s/ David Bottoms
                                            ------------------------------------
                                            Name: David Bottoms
                                                  ------------------------------
                                            Title: Vice President
                                                   -----------------------------


                                        SPRINT COMMUNICATIONS COMPANY L.P.


                                        By: /s/ William K. White
                                            ------------------------------------
                                            Name: William K. White
                                            Title: Senior Vice President -
                                                   Communication & Brand
                                                   Management


                                       73



                                        SOUTHWEST PCS, L.P.
                                        an Oklahoma limited partnership


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


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


                                       74




                                   EXHIBIT 1.7

                     BUILD-OUT AND WORKING CAPITAL FINANCING

o Alamosa Holdings, Inc. and its direct and indirect subsidiaries, have received
equity contributions and debt financing that exceed in the aggregate $990
million. Alamosa Holdings, Inc. is the ultimate parent of Texas
Telecommunications, LP, Alamosa Wisconsin Limited Partnership, Alamosa Missouri,
LLC, Washington Oregon Wireless LLC and Southwest PCS, LP (each a "Manager"
under a separate Management Agreement with Sprint PCS, and collectively the
"Managers"). This capital has been and will be made available to the Managers
when needed to fund the build-out (requirements to date are substantially
complete) and operations of their PCS systems and to perform their obligations
under their respective Sprint Agreements. The following summarizes the sources
of funds:

-------------------------------------------------------------------------------------- ---------------------
(dollars in thousands)                                                                     CONTRIBUTED
                                                                                           AMOUNTS AND
                                                                                           NET PROCEEDS
-------------------------------------------------------------------------------------- ---------------------

-------------------------------------------------------------------------------------- ---------------------
EQUITY                                                                                    $      283,061
-------------------------------------------------------------------------------------- ---------------------

-------------------------------------------------------------------------------------- ---------------------
SENIOR NOTES:
-------------------------------------------------------------------------------------- ---------------------
    12.875% SENIOR DISCOUNT NOTES                                                                180,515
-------------------------------------------------------------------------------------- ---------------------
    12.50% SENIOR NOTES                                                                          182,807
-------------------------------------------------------------------------------------- ---------------------
    13.625% SENIOR NOTES                                                                         101,306
-------------------------------------------------------------------------------------- ---------------------
    8.50% SENIOR NOTES                                                                           243,054
-------------------------------------------------------------------------------------- ---------------------

-------------------------------------------------------------------------------------- ---------------------
         TOTAL                                                                            $      990,743
-------------------------------------------------------------------------------------- =====================

Alamosa Holdings, Inc. and its direct and indirect subsidiaries, completed a
restructuring to adjust the capital structure in November 2003. The results of
the restructuring are summarized below:

------------------------------------------------------------ --------------------- -- ---------------------
(dollars in thousands)                                               PRE-                    POST-
                                                                 RESTRUCTURE              RESTRUCTURE
------------------------------------------------------------ --------------------- -- ---------------------

------------------------------------------------------------ --------------------- -- ---------------------
SENIOR NOTES
------------------------------------------------------------ --------------------- -- ---------------------
    12.875% SENIOR DISCOUNT NOTES                                $   298,443              $    5,556
------------------------------------------------------------ --------------------- -- ---------------------
    12.50% SENIOR NOTES                                              250,000                  11,600
------------------------------------------------------------ --------------------- -- ---------------------
    13.625% SENIOR NOTES                                             150,000                   2,475
------------------------------------------------------------ --------------------- -- ---------------------
    NEW 12% SENIOR DISCOUNT NOTES                                         -                  193,995
------------------------------------------------------------ --------------------- -- ---------------------
    NEW 11% SENIOR NOTES                                                  -                  250,798
------------------------------------------------------------ --------------------- -- ---------------------

------------------------------------------------------------ --------------------- -- ---------------------
         TOTAL                                                       698,443                 464,424
------------------------------------------------------------ --------------------- -- ---------------------

------------------------------------------------------------ --------------------- -- ---------------------
PREFERRED STOCK*                                                          -                  169,874
------------------------------------------------------------ --------------------- -- ---------------------

------------------------------------------------------------ --------------------- -- ---------------------
         TOTAL                                                   $   698,443              $  634,298
------------------------------------------------------------ ===================== -- =====================

------------------------------------------------------------ --------------------- -- ---------------------
*  Fair value less issuance costs total $216.8 million

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

o The funds from contributed capital and net proceeds from borrowings, in
conjunction with capital restructuring, are sufficient to meet all build-out and
working capital requirements.




                                  EXHIBIT 10.3

100% Affiliate Retained Amounts

     Roaming Revenue
     International Roaming Credits
     Affiliate Equip Sale On Acct

100% Sprint PCS Retained Amounts

     Accrued Sales Taxes
     Accrued Federal Excise Taxes
     Collected Insurance


                                       76



                                    EXHIBIT 1

                  ILLUSTRATIVE CALCULATION FOR CASH SETTLEMENT

CASH SIMPLIFICATION

ILLUSTRATIVE ONLY

                                                                    Month1y
                                                               ----------------
Write-offs                                                     $  1,235

Billed Revenue                                                 $ 10,350
Customer Credits                                                   (970)
                                                               --------
Net Billed Revenue                                             $  9,380    82.5%
Customer Equipment Credits                                          (66)   -0.6%
100% Affiliate Retained Amounts                                     235     2.1%
100% Sprint PCS Retained Amounts                                  1,479    13.0%
Customer Equipment Charges                                          175     1.5%
E911 Surcharges                                                      65     0.6%
Wireless Local Number Portability Charges                            26     0.2%
USF Charges                                                          74     0.7%
                                                               --------   -----
Amount Billed (Net of Customer Credits)                        $ 11,368   100.0%

Fee Calculation

Net Billed Revenue                                             $  9,380
Allocated Write-off                                              (1,019)
                                                               --------
                                                               $  8,361
                                                                     92%
                                                               --------
Fee Based on Billed Revenue                                    $  7,692

100% Affiliate Retained Amounts                                $    235
   Allocated Write-off                                              (26)
Phase II E911 Surcharges                                             53
   Allocated Write-off                                               (6)
Wireless Local Number Portability Charges                             2
   Allocated Write-off                                               (0)
Customer Equipment Credits                                          (66)
   Allocated Write-off                                                7
Write-off for Customer Equipment Charges                            (19)
                                                               --------
                                                               $    180

Total                                                          $  7,872


                                       77



                                 Schedule 2.1.1

                                   -SECTION A-

Presently Offered CCPU Services - Activity Applied as % to Sprint PCS reported
CCPU

3G Fees
A/P Backhaul/Facility Disputes
Affiliate Utilities
ATM Soft Hand Off
Bank Fees
BI Performance Services - Initiation
BI Performance Services - Maintenance
Bid Cost
Billing
Check Free
Clarify Maintenance Fee
CO Usage
Collection Agency Fees
Conferences
Costs associated with rollout of new products and services
Credit Card Processing/Fees
Customer Care
Customer Solutions - Mature Life
Directory Assistance
DS3
E - Commerce PT
Enhanced Voicemail
Entrance Facility Expenses (Includes Terminating/Trunking Charge)
Ford Revenue
Ford Telematics
Gift Card Payable
Gift Card Receivable
Hal Riney Ad Kit
High Speed Remote Access Server
ICS Clearing House Costs (Includes Illuminet, Roaming Clearing House, and TSI)
IMT Charges
Interconnection
Inter-Machine Trunk
IT (Includes E-Commerce)
LD Verification
LIDB / CNAM
Local Loop, COC, ACF, IXC, etc. (National Platform Expense - Local Loop Cost,
   Central Office Connection (COC), access Coordination Fee (ACF), Co-Location
   Charges, and Inter Exchange Carrier (IXC) Charges)
Lockbox 261
MCI Disconnect Adjusted
National Platform - COA
National Platform Disputes


                                       78



National Platform (2G) (Includes Voice Activated Dialing)

National Platform Component
FCAPS (Fault, Configuration, Accounting, Performance, Security)
   Capital Projects
   Expense Projects
   Circuit Expense
   CLOH
   Labor
   Forecasts

IN (Intelligent Network)
   Capital Expense
   Expense Projects
   Circuit Expense
   CLOH
   Labor
   Forecasts

OSSN
   Capital Expense
   Expense Projects
   Circuit Expense
   CLOH
   Labor
   Forecasts

3G
   Capital Projects
   Expense Projects
   Circuit Expense
   CLOH
   Labor
   Forecasts

Operator Service
   Vendor Fee

Wireless Web
   Capital Projects
   Expense Projects
   Circuit Expense
   CLOH
   Labor
   Forecasts

Messaging
   Capital Projects
   Expense Projects
   Circuit Expense
   CLOH


                                       79



   Labor
   Forecasts

VAD
   Capital Projects
   Expense Projects
   Circuit Expense
   CLOH
   Labor
   Forecasts

Voice Mail
   Capital
   Expense Projects
   Circuit Expense
   CLOH
   Labor
   Forecasts

Software Maintenance
   Openwave
   Hewlett Packard
   Comverse
   Marconi
   Lucent
   Commworks
   Four Corners
   Other Vendors (39)

Northwest Frequent Flyer
Premium Vision Services
PreNet
Pricing
Pro Text Messaging Plan
Ringers & More (Includes SBF and PT fees)
Roadside Rescue
Sprint Synch Services
Telecheck Charge
Telematics
Text Messaging Plan
TSC Usage
Type 1 Affiliate Long Distance
Voice Command Web
Wireless Web

                                   -SECTION B-

Presently Offered CPGA Services - Activity Applied as % to Sprint PCS reported
CPGA


                                       80



500 Minute Promotion Credit
Activations - Customer Solutions
Activations - E-Commerce (Includes On Line (Web) Activations)
Activations - Telesales
Credit Check Fee
Customer Solutions - Early Life
Demo Phones
EarthLink
Hal Riney Service
Handset Logistics
Handset Obsolesence Fee and Carrying Costs
Local/Indirect Commission
Marketing Collateral Destruction
NAM/CAM
One Sprint Telesales
PGA Expenses
PLS Commission
SmartWorks Printing

                                   -SECTION C-

Presently Offered CCPU Services - Activity Settled Separately

Affiliate Project Authorizations
Long Distance
E911 Phase I Revenue
Microwave Clearing
Roaming
Software Fees
Sprint Local Telephone Usage
Taxes Paid on Behalf of Type III Affiliates
Tower Lease
Travel Revenue and Expense
Upgrade Commission - 2 Step Channel
Vendor Usage-Based Charges on New Products
Wholesale Revenue and Expense

                                   -SECTION D-

Presently Offered CPGA Services -Activity Settled Separately

3G Device Logistics Fee
3rd Party Spiffs
Accessory Margin
Commissions - National 3rd Party
Commissions - Other 3rd Party
Coop Advertising - Local 3rd Party
Coop Advertising - National 3rd Party
Handset returns
Handset subsidies


                                       81



Handsets
Marketing Collateral (excluding destruction)
Meeting Competition Fund
RadioShack Promos (Includes RadioShack Golden Quarter, Jumpstart, Relaunch,
   Sprint to Vegas, and Break the Bank)
Rebate Administrative Expense
Rebates
Reciprocal Retail Store Cost Recovery
Sprint LDD Commission
Third Party Promotions
Upgrade Commission - RadioShack


                                       82