ALAMOSA HOLDINGS INC
EXHIBIT 10.62
<DOCUMENT>
<TYPE>EX-10
<SEQUENCE>3
<FILENAME>s682379.txt
<DESCRIPTION>EXHIBIT 10.62
<TEXT>
                                                                  Exhibit 10.62

                                                                 EXECUTION COPY





                           SIXTH AMENDMENT as of September 26, 2002 (this
                  "Amendment"), to the Amended and Restated Credit
                  Agreement, dated as of February 14, 2001, as amended and
                  restated as of March 30, 2001, as heretofore amended (the
                  "Credit Agreement"), among ALAMOSA HOLDINGS, INC.
                  ("Superholdings"), ALAMOSA (DELAWARE), INC. ("Alamosa
                  Delaware"), ALAMOSA HOLDINGS, LLC (the "Borrower" and,
                  together with Superholdings and Alamosa Delaware, the
                  "Alamosa Parties"), the Lenders party thereto (the
                  "Lenders"), EXPORT DEVELOPMENT CORPORATION, as Co-
                  Documentation Agent, FIRST UNION NATIONAL BANK, as
                  Documentation Agent, TORONTO DOMINION (TEXAS), INC., as
                  Syndication Agent, and CITICORP USA, INC., as
                  Administrative Agent and Collateral Agent (the "Agent").


                  WHEREAS the Alamosa Parties have requested that certain
provisions of the Credit Agreement and the Security Agreement be amended in
the manner provided for in this Amendment, and the Required Lenders are
willing to agree to such amendments on the terms and conditions hereinafter
set forth.


                  NOW, THEREFORE, the parties hereto hereby agree as
follows:

                  1.  Defined Terms.  Capitalized terms used and not
defined herein shall have the meanings given to them in the
Credit Agreement, as amended hereby.

                  2.  Amendments to Credit Agreement.  (a) The
definition of "Applicable Rate" in Section 1.01 of the
Credit Agreement is amended by replacing the grid therein
with the following:


                                       ABR                     Eurodollar
           Leverage Ratio:           Spread                      Spread
           ---------------           ------                      ------

           Category 1
           ----------
         Initial Spread               3.25                        4.25

           Category 2
           ----------
         Greater than or
        equal to 9.0:1.0              3.00                        4.00

           Category 3
           ----------
         Greater than or
        equal to 8.0:1.0
          and less than
             9.0:1.0                  2.75                        3.75

           Category 4
           ----------
         Greater than or
        equal to 6.0:1.0
          and less than
             8.0:1.0                  2.50                        3.50

           Category 5
           ----------
         Greater than or
        equal to 5.0:1.0
          and less than
             6.0:1.0                  2.25                        3.25

           Category 6                 2.00                        3.00
           ----------                 ----                        ----
        Less than 5.0:1.0


                  (b) The definition of "Consolidated Cash Interest
Expense" in Section 1.01 of the Credit Agreement is amended by revising
clause (a)(i) to read in its entirety as follows:

                  "(i) the interest expense (including imputed interest
         expense in respect of Capital Lease Obligations but excluding the
         amount of cash interest payments made in respect of the Senior
         Notes with funds in the interest escrow account established in
         accordance with Section 6.02(a)(viii) or described on Schedule
         6.02) of Alamosa Delaware and the Restricted Subsidiaries for such
         period, determined on a consolidated basis in accordance with
         GAAP,"

                  (c) Section 1.01 of the Credit Agreement is amended by
adding the following definitions in correct alphabetical order:

                  "'Restricted Cash' means, on any date, the amount of cash
         and Permitted Investments of Alamosa Delaware and its Restricted
         Subsidiaries on such date that is restricted or subject to any
         Lien other than Liens arising under the Security Documents."

                  "'2002 Business Plan' means the revised business plans
         covering periods through 2008 of Alamosa Delaware and the Borrower
         distributed to the Lenders on or about September 11, 2002."

                  (d) Article II of the Credit Agreement is hereby amended
by adding the following sentence at the end of Section 2.01:

         "Notwithstanding the foregoing, until such time as the Leverage
         Ratio is less than or equal to 5.5 to 1.0 and the Borrower has
         delivered consolidated financial statements pursuant to Section
         5.01(a) or (b) demonstrating that such Leverage Ratio has been
         attained, the aggregate amount of Revolving Exposure shall not
         exceed $10,000,000 and the Borrower shall not be entitled to
         request any Revolving Borrowing or any Letter of Credit (or
         renewal, extension or amendment thereof) to the extent such
         Revolving Borrowing or Letter of Credit (or renewal, extension or
         amendment thereof), if made or issued, would result in the
         aggregate amount of Revolving Exposure being greater
         than $10,000,000."

                  (e) Section 2.10(c) of the Credit Agreement is hereby
amended by replacing each reference to the number "270" with a reference to
the number "90" and replacing the term "270-day" with the term "90-day".

                  (f) Article IV of the Credit Agreement is hereby amended
by adding the following new paragraphs to Section 4.02 thereof:

                  "(d) Immediately prior to giving effect to such Borrowing
         or the issuance, amendment, renewal or extension of such Letter of
         Credit, as applicable, the aggregate amount of the cash and
         Permitted Investments of Alamosa Delaware and the Restricted
         Subsidiaries (other than Restricted Cash) shall not exceed
         $15,000,000.

                  (e) In the case of any Revolving Borrowing, the amount
         thereof shall not be greater than such amount as is reasonably
         necessary, after taking into account the amount of available cash
         and Permitted Investments on hand (other than Restricted Cash),
         anticipated cash receipts and the amount of cash and Permitted
         Investments required to comply with Section 6.12(h), to satisfy
         ordinary course payment obligations (other than any such
         obligations to be paid with Restricted Cash) of Alamosa Delaware
         and the Restricted Subsidiaries required to be paid during the
         two-week period commencing on the date of such Borrowing.

                  (f) The Administrative Agent shall have received a
         certificate, signed by the President, a Vice President or a
         Financial Officer of the Borrower and in such detail as is
         reasonably satisfactory to the Administrative Agent, setting forth
         in reasonable detail the amount of cash and Permitted Investments
         of Alamosa Delaware and the Restricted Subsidiaries on hand
         (including the amount thereof consisting of Restricted Cash) and
         identifying and quantifying their anticipated cash receipts and
         disbursements during the two-week period commencing on the date of
         such Borrowing (separately identifying any such disbursements to
         be made from Restricted Cash)."

                  (g) Section 5.01 of the Credit Agreement is amended by:

                  (w) revising clause (a)(iii) to read as follows:

                  "(iii) at the time of delivery of the financial
         statements set forth above for each fiscal year ended on or after
         December 31, 2002, (A) a narrative summary containing a detailed
         explanation of the financial performance of Alamosa Delaware and
         its Restricted Subsidiaries for such fiscal year and the fiscal
         quarter then ending as compared against the 2002
         Business Plan and (B) a quantitative analysis containing a
         detailed comparison of the financial performance of Alamosa
         Delaware and its Restricted Subsidiaries for such fiscal year and
         fiscal quarter as compared against the 2002 Business Plan, in each
         case in form satisfactory to the Administrative Agent;"

                  (x) revising clause (b)(ii) to read as follows:

                  "(ii) each fiscal quarter ending on or after September
         30, 2002, (A) a narrative summary containing a detailed
         explanation of the financial performance of Alamosa Delaware and
         its Restricted Subsidiaries for such financial quarter as compared
         against the 2002 Business Plan and (B) a quantitative analysis
         containing a detailed comparison of the financial performance of
         Alamosa Delaware and its Restricted Subsidiaries for such fiscal
         quarter as compared against the 2002 Business Plan in each case in
         form satisfactory to the Administrative Agent;" and

                  (y) revising clause (c) to read as follows:

                  "(c) within 30 days after the end of each of the first
         two fiscal months of each fiscal quarter of the Borrower ending on
         or after September 30, 2002, its internal management report as of
         the end of and for such fiscal month and the then elapsed portion
         of the fiscal year, in the same form as delivered to management of
         Alamosa Delaware and the Borrower and, in any event, including a
         comparison of the financial performance of Alamosa Delaware and
         its Restricted Subsidiaries for such fiscal month against the 2002
         Business Plan;" and

                  (z) further deleting the word "and" at the end of clause
         (g), redesignating existing clause (h) as clause (i) and adding a
         new clause (h) to read as follows:

                  "(h) not later than 15 days after the last day of each
         calendar month, a certificate of a Financial Officer of the
         Borrower in reasonable detail identifying each account at which
         any cash or Permitted Investments of Alamosa Delaware or any
         Restricted Subsidiary is maintained and certifying as to the
         amount of such cash and Permitted Investments in each such account
         as of the last day of such calendar month (separately identifying
         any such amounts that constitute Restricted Cash), it being
         understood that such certificate may be delivered electronically;
         and"

                  (h) Section 6.04 of the Credit Agreement is hereby
amended and restated in its entirety as follows:

                           "SECTION 6.04.  Investments, Loans,
         Advances, Guarantees and Acquisitions.  Alamosa
         Delaware will not, and will not permit any of its
         Restricted Subsidiaries to, purchase, hold or
         acquire any Investment, except:

                           (a) the Merger Transactions;

                           (b) Permitted Investments;

                           (c) Investments existing on the date
                  hereof and set forth on Schedule 6.04;

                           (d) Investments by Alamosa Delaware and its
                  Restricted Subsidiaries that are Loan Parties (other than
                  any Special Purpose Subsidiary) in Equity Interests in
                  their respective Restricted Subsidiaries that are Loan
                  Parties; provided that any such Equity Interests held by
                  a Loan Party shall be pledged pursuant to the Pledge
                  Agreement (subject to the limitations applicable to
                  common stock of a Foreign Subsidiary referred to in
                  Section 5.12);

                           (e) loans or advances made by Alamosa Delaware
                  to any Restricted Subsidiary that is a Loan Party and
                  made by any Restricted Subsidiary to Alamosa Delaware or
                  any other Restricted Subsidiary that is a Loan Party;
                  provided that any such loans and advances made by Alamosa
                  Delaware, the Borrower or any Subsidiary Loan Party, to
                  the extent evidenced by a promissory note, shall be
                  pledged pursuant to the Pledge Agreement;

                           (f) Guarantees constituting Indebtedness
                  permitted by Section 6.01; provided that no Indebtedness
                  of Restricted Subsidiaries that are not Loan Parties
                  shall be Guaranteed by
                  any Loan Party;

                           (g) Investments received in connection with the
                  bankruptcy or reorganization of, or settlement of
                  delinquent accounts and disputes with, customers and
                  suppliers, in each case in the ordinary course of
                  business;

                           (h) promissory notes and other non-cash
                  consideration received in connection with any asset sale
                  to the extent permitted by Section 6.05;

                           (i) loans, advances or extensions of credit to
                  employees, officers and directors made in the ordinary
                  course of business in an aggregate principal amount at
                  any time outstanding not to exceed $1,000,000;

                           (j) negotiable instruments held for collection
                  and operating lease, utility and workers' compensation,
                  performance and other similar deposits in the ordinary
                  course of business; and

                           (k) Investments in Hedging Agreements
                        permitted by Section 6.07."

                  (i) Section 6.08 of the Credit Agreement is hereby
amended by revising clause (a)(vi) in its entirety as
follows:  "(vi) [intentionally deleted]".

                  (j) Section 6.12 of the Credit Agreement is hereby
amended and restated in its entirety as follows:

                  "SECTION 6.12.  Certain Financial Covenants.

                                    (a) Subscribers. Alamosa Delaware will
                  not permit the number of Subscribers on any date set
                  forth below to be less than the number of Subscribers set
                  forth opposite such date:

              Date                                          Minimum Subscribers
              ----                                          -------------------

         March 31, 2001                                          163,150
         June 30, 2001                                           261,700
         September 30, 2001                                      342,200
         December 31, 2001                                       427,400
         March 31, 2002                                          482,500
         June 30, 2002                                           536,000
         September 30, 2002                                      575,000
         December 31, 2002                                       610,000
         March 31, 2003                                          620,000


                                    (b) Covered Pops. Alamosa Delaware will
                  not permit the number of Covered Pops in the Service
                  Regions on any date set forth below to be less than the
                  Covered Pops set forth opposite such date:

              Date                                          Minimum Covered Pops
              ----                                          --------------------

         March 31, 2001                                        6,800,000
         June 30, 2001                                         9,400,000
         September 30, 2001                                    9,700,000
         December 31, 2001                                     9,800,000
         March 31, 2002                                        9,900,000
         June 30, 2002                                         9,900,000
         September 30, 2002                                    9,900,000
         December 31, 2002                                     9,900,000
         March 31, 2003                                        9,900,000


                                    (c)  Aggregate Service Revenue.  Alamosa
                  Delaware will not permit Aggregate Service Revenue
<PAGE>



                  for any fiscal quarter ending on any date set forth below
                  to be less than the Aggregate Service Revenue set forth
                  opposite such date:

                                                       Minimum Aggregate Service
               Date                                             Revenue
               ----                                             -------

         March 31, 2001                                      $30,190,000
         June 30, 2001                                       $48,000,000
         September 30, 2001                                  $70,977,000
         December 31, 2001                                   $80,428,000
         March 31, 2002                                      $83,750,000
         June 30, 2002                                       $93,363,000
         September 30, 2002                                 $103,355,000
         December 31, 2002                                  $115,224,000
         March 31, 2003                                     $120,000,000


                                    (d) Consolidated EBITDA. (i) Alamosa
                  Delaware will not permit Consolidated EBITDA losses for
                  any fiscal quarter ending on or before June 30, 2002 to
                  be greater than the number set forth opposite such
                  quarter:

                                                                    Revised
                                           Maximum EBITDA        Business Plan
             Period                            Losses              Forecast
             ------                            ------              --------

January 1, 2001 through
  March 31, 2001                            $16,674,000               N/A
April 1, 2001 through
  June 30, 2001                             $14,895,000               N/A
July 1, 2001 through
  September 30, 2001                        $15,608,000         ($12,108,000)
October 1, 2001 through
  December 31, 2001                         $21,519,000         ($18,019,000)
January 1, 2002 through
  March 31, 2002                             $6,938,000          ($3,438,000)
April 1, 2002 through
  June 30, 2002                              $1,771,000           $1,729,000

         ; provided, however, that commencing with the fiscal quarter
         ending December 31, 2001, the Maximum EBITDA Losses amount set
         forth opposite any given fiscal quarter above shall be increased
         by an amount (to the extent such amount is greater than zero)
         equal to the sum of (i) an amount equal to $3,500,000 less the
         amount, if any, by which the actual Consolidated EBITDA losses of
         Alamosa Delaware for the immediately preceding fiscal quarter
         exceed those forecast for such immediately preceding quarter in
         the Revised Business Plan plus (ii) an amount (if positive) equal
         to $3,500,000 less the amount, if any, by which the actual
         Consolidated EBITDA losses of Alamosa Delaware for the fiscal
         quarter two quarters prior to the current fiscal quarter exceed
         those forecast for such previous fiscal quarter in the Revised
         Business Plan; provided, further, however, that the maximum amount
         by which the Maximum EBITDA Losses amount may be increased in any
         fiscal quarter shall not exceed $3,500,000.

         (ii) Alamosa Delaware will not permit Consolidated EBITDA for any
         fiscal quarter ending on or after September 30, 2002 to be less
         than the Minimum EBITDA number set forth opposite such period:

                                                                  Revised
                                                               Business Plan
       Period                         Minimum EBITDA             Forecast
       ------                         --------------             --------

July 1, 2002 through
  September 30, 2002                   $1,976,000              $4,311,000
October 1, 2002 through
  December 31, 2002                    $2,300,000              $2,319,000
January 1, 2003 through
  March 31, 2003                      $17,237,000


         ; provided, however, that the amount set forth opposite any given
         fiscal quarter above shall be decreased by an amount (to the
         extent such amount is greater than zero) equal to the sum of (i)
         an amount equal to $3,500,000 less the amount, if any, by which
         the Consolidated EBITDA of Alamosa Delaware forecast in the 2002
         Business Plan for the immediately preceding fiscal quarter exceeds
         the actual Consolidated EBITDA of Alamosa Delaware for such
         immediately preceding quarter plus (ii) an amount (if positive)
         equal to $3,500,000 less the amount, if any, by which the
         Consolidated EBITDA of Alamosa Delaware forecast in the 2002
         Business Plan for the fiscal quarter two quarters prior to the
         current fiscal quarter exceeds the actual Consolidated EBITDA of
         Alamosa Delaware for such previous fiscal quarter (or, in the case
         of the fiscal quarter ending June 30, 2002, the amount, if any, by
         which the actual Consolidated EBITDA losses of Alamosa Delaware
         for such quarter exceed those forecast for such quarter in the
         Revised Business Plan); provided, further, however, that the
         maximum amount by which the Minimum EBITDA amount may be decreased
         in any fiscal quarter shall not exceed $3,500,000.

                           (e) Senior Borrower Debt to Total Borrower
         Capital. The Borrower will not permit the ratio of Senior Borrower
         Debt to Total Borrower Capital as of the last day of any fiscal
         quarter ending (i) on or prior to June 30, 2001 to exceed 0.35 to
         1.00 and (ii) after June 30, 2001 and on or prior to March 31,
         2003 to exceed 0.25 to 1.00.

                           (f) Total Indebtedness to Total Capital. Alamosa
         Delaware will not permit the ratio of Total Indebtedness to Total
         Capital as of the last day of any fiscal quarter ending on or
         prior to March 31, 2003 to exceed 0.77 to 1.00.

                           (g)  Capital Expenditures.  Alamosa Delaware
          will not permit the aggregate cumulative amount of Capital
          Expenditures of Alamosa Delaware and its Restricted Subsidiaries
          (excluding Capital Expenditures paid with Net Proceeds in respect
          of Prepayment Events described in clause (a) or (b) of the
          definition thereof) in respect of the period from January 1, 2001
          through any date set forth below to exceed the amount set forth
          opposite such date:

      Period                                                Amount
      ------                                                ------

September 30, 2001                                      $141,117,000
December 31, 2001                                       $156,149,000
March 31, 2002                                          $190,349,000
June 30, 2002                                           $222,601,000
September 30, 2002                                      $227,937,000
December 31, 2002                                       $233,322,000
March 31, 2003                                          $246,508,000

                           (h) Minimum Liquidity. The Borrower will not on
         any date permit the aggregate amount of cash and Permitted
         Investments of the Borrower and the Restricted Subsidiaries (other
         than Restricted Cash) to be less than $10,000,000.

                           (i) Senior Leverage Ratio. Alamosa Delaware will
         not permit the Senior Leverage Ratio as of any date during any
         period set forth below to exceed the ratio set forth opposite such
         period:

       Period                                                Ratio
       ------                                                -----

March 31, 2003 through
  June 29, 2003                                         5.25 to 1.00
June 30, 2003 through
  September 29, 2003                                    2.75 to 1.00
September 30, 2003
  through March 30, 2004                                2.50 to 1.00
March 31, 2004 and
  thereafter                                            2.00 to 1.00

                           (j)  Leverage Ratio.  Alamosa Delaware will
         not permit the Leverage Ratio as of any date during any
         period set forth below to exceed the ratio set forth
         opposite such period:

         Period                                        Ratio
         ------                                        -----

March 31, 2003 through                             23.00 to 1.00
  June 29, 2003
June 30, 2003 through                              12.00 to 1.00
  September 29, 2003
September 30, 2003 through                         11.00 to 1.00
  December 30, 2003
December 31, 2003 through                          10.75 to 1.00
  March 30, 2004
March 31, 2004 through                              8.00 to 1.00
  June 29, 2004
June 30, 2004 through                               6.25 to 1.00
  September 29, 2004
September 30, 2004 through                          6.00 to 1.00
  December 30, 2004
December 31, 2004 through                           5.75 to 1.00
  March 30, 2005
March 31, 2005 through                              5.00 to 1.00
  June 29, 2005
June 30, 2005 through                               4.50 to 1.00
  September 29, 2005
September 30, 2005 through                          4.25 to 1.00
  December 30, 2005
December 31, 2005 and                               4.00 to 1.00
  thereafter

                           (k) Fixed Charges Ratio. Alamosa Delaware will
         not permit the ratio of (i) Annualized EBITDA to (ii) Consolidated
         Fixed Charges for any period of four consecutive fiscal quarters
         ending on any date during any period set forth below to be less
         than the ratio set forth below opposite such period:


        Period                                      Minimum Ratio
        ------                                      -------------


April 1, 2003 through                               1.10 to 1.00
  March 31, 2004
April 1, 2004 through                               1.15 to 1.00
 June 30, 2005
July 1, 2005 through                                1.05 to 1.00
 March 31, 2006
April 1, 2006 through                               1.10 to 1.00
 December 31, 2006
January 1, 2007 and                                 1.25 to 1.00
thereafter

                           (l)  Interest Expense Coverage Ratio.
          Alamosa Delaware will not permit the ratio of (a) Annualized
          EBITDA to (b) Consolidated Cash Interest Expense for any period
          of four consecutive fiscal quarters ending on any date during any
          period set forth below to be less than the ratio set forth below
          opposite such period:

        Period                                             Ratio
        ------                                             -----

January 1, 2003 through                                2.00 to 1.00
  March 31, 2003
April 1, 2003 through                                  2.25 to 1.00
  December 31, 2003
January 1, 2004 through                                2.00 to 1.00
  March 31, 2004
April 1, 2004 through                                  2.50 to 1.00
  June 30, 2004
July 1, 2004 through                                   2.35 to 1.00
  September 30, 2004
October 1, 2004 through                                2.40 to 1.00
  December 31, 2004
January 1, 2005 through                                2.50 to 1.00
  December 31, 2006
January 1, 2007 and                                    3.00 to 1.00
thereafter

                           (m) Pro Forma Debt Service. Alamosa Delaware
         will not permit the ratio of (i) Annualized EBITDA for any fiscal
         quarter ending on any date during any period set forth below to
         (ii) Pro Forma Debt Service as of the last day of such fiscal
         quarter to be less than the ratio set forth below opposite such
         period:

        Period                                             Ratio
        ------                                             -----

April 1, 2003 through                                  1.10 to 1.00
  June 30, 2003
July 1, 2003 through                                   1.00 to 1.00
  December 31, 2003
January 1, 2004 through                                1.20 to 1.00
  March 31, 2004
April 1, 2004 through                                  1.25 to 1.00
  December 31, 2005
January 1, 2006 and                                    1.50 to 1.00"
  thereafter

                  (k) Article VI of the Credit Agreement is further amended
by adding new Sections 6.15 and 6.16 to read as follows:

                  "SECTION 6.15.  Indenture Debt Payments.  The
         Borrower and Alamosa Delaware will not permit any
         portion of the proceeds of Borrowings under this
         Agreement to be used to pay principal, interest or
         other amounts in respect of any Indebtedness issued
         under or governed by the Alamosa Delaware Indentures.

                  SECTION 6.16.  Pledge of Cash and Permitted
         Investments.  The Borrower and Alamosa Delaware will
         not on any date permit the amount of cash and Permitted
          Investments of Alamosa Delaware and the Restricted
          Subsidiaries (other than Restricted Cash) which is not
          held in a deposit or securities account subject to an
          effective control agreement in favor of the Collateral
          Agent entered into in accordance with Section 4.14 or
          Section 4.15 of the Security Agreement to exceed
          $2,500,000."

                  3.  Amendments to the Security Agreement.  (a) The
definition of "Excluded Asset" in Section 1.02 of the
Security Agreement is amended and restated in its entirety
as follows:

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

                  (b) Article IV of the Security Agreement is hereby
amended by adding the following Section 4.14 at the end thereof:

                           "SECTION 4.14 Deposit and Securities Accounts.
          For each deposit account that any Grantor at any time opens or
          maintains, as well as any account through which any Grantor holds
          Permitted Investments through a financial intermediary, such
          Grantor shall, at the Collateral Agent's request and option,
          pursuant to an agreement in form and substance satisfactory to
          the Collateral Agent, either (a) cause the depositary bank or
          financial intermediary to agree to comply at any time with
          instructions from the Collateral Agent to such depositary bank or
          financial intermediary directing the disposition of funds or
          Permitted Investments from time to time credited to such account,
          without further consent of such Grantor, or (b) arrange for the
          Collateral Agent to become the customer of the depositary bank or
          financial intermediary with respect to the account, with the
          Grantor being permitted, only with the consent of the Collateral
          Agent, to exercise rights to withdraw funds or assets from such
          account; provided, however, that the Collateral Agent's exercise
          of remedies under such agreements shall be limited to periods
          when an Event of Default has occurred and is continuing. The
          provisions of this paragraph shall not apply to (i) any account
          for which any Grantor, the depositary bank or financial
          intermediary and the Collateral Agent have entered into a
          collateral agreement specially negotiated among such Grantor, the
          depositary bank or financial intermediary and the Collateral
          Agent for the specific purpose set forth therein, (ii) the
          interest escrow account established in accordance with Section
          6.02(a)(viii) of the Credit Agreement or described on Schedule
          6.02 of the Credit Agreement, (iii) accounts for which the
          Collateral Agent is the depositary and (iv) accounts holding in
          the aggregate less than $2,500,000".

                           4. Effect of Amendment. Except as expressly set
         forth herein, this Amendment shall not by implication or otherwise
         limit, impair, constitute a waiver of, or otherwise affect the
         rights or remedies of the Lenders, the Collateral Agent, the
         Syndication Agent, the Co-Documentation Agent, the Documentation
         Agent or the Administrative Agent under the Credit Agreement, as
         amended by this Amendment, or any other Loan Document, and shall
         not alter, modify, amend or in any way affect any of the terms,
         conditions, obligations, covenants or agreements contained in the
         Credit Agreement, as amended by this Amendment, or any other Loan
         Document, all of which are ratified and affirmed in all respects
         and shall continue in full force and effect. Nothing herein shall
         be deemed to entitle the Alamosa Parties to a consent to, or a
         waiver, amendment, modification or other change of, any of the
         terms, conditions, obligations, covenants or agreements contained
         in the Credit Agreement, as amended by this Amendment, or any
         other Loan Document in similar or different circumstances. This
         Amendment shall apply and be effective only with respect to the
         provisions of the Credit Agreement set forth herein. After the
         date hereof, any reference to the Credit Agreement shall mean the
         Credit Agreement as modified hereby. This Amendment shall
         constitute a "Loan Document" for all purposes of the Credit
         Agreement and the other Loan Documents.

                  5.  Representations and Warranties.  Each of the
Alamosa Parties hereby represents and warrants to the Agent
and the Lenders as of the date hereof as follows:

                  (a) No Default or Event of Default has occurred and is
continuing.

                  (b) The execution, delivery and performance by the
Alamosa Parties of this Amendment have been duly authorized by all
necessary corporate and other action and do not and will not require any
registration with, consent or approval of, notice to or action by, any
person (including any governmental agency) in order to be effective and
enforceable. The Credit Agreement as amended by this Amendment constitutes
the legal, valid and binding obligation of each of the Alamosa Parties,
enforceable against it in accordance with its terms, subject to applicable
bankruptcy, insolvency, reorganization, moratorium or other laws affecting
creditors' rights generally and subject to general principles of equity,
regardless of whether considered in a proceeding in equity or at law.

                  (c) All representations and warranties of the Alamosa
Parties contained in Article III of the Credit Agreement (other than
representations or warranties expressly made only on and as of the
Restatement Effective Date) are true and correct in all material respects
as of the date hereof.

                  6. Effectiveness. This Amendment shall become effective
(the "Amendment Effective Date") only upon satisfaction of the following
conditions prior to 5:00 p.m., New York time on September 27, 2002:

                  (i) the Agent shall have received counterparts hereof
         duly executed and delivered by the Alamosa Parties and the
         Required Lenders;

                  (ii) the Administrative Agent shall have received such
         opinions and certificates from the Alamosa Parties as it may
         reasonably request in form reasonably satisfactory to its counsel;

                  (iii) the Borrower shall have paid an amendment fee to
         each Lender that has delivered an executed counterpart of this
         Amendment to the Agent by the Amendment Effective Date, equal to
         .375% of the aggregate amount of such Lender's Term Loans,
         Revolving Exposure and unutilized Commitments (such payment to be
         made by wire transfer of immediately available funds to the Agent
         for the respective accounts of such Lenders); and

                  (iv) the Borrower shall have paid or reimbursed all
         out-of-pocket expenses of the Administrative Agent, to the extent
         invoiced, that are subject to payment or reimbursement pursuant to
         Section 7 of this Amendment or Section 9.03 of the Credit
         Agreement.

                  7. Expenses. The Alamosa Parties, jointly and severally,
agree to reimburse the Agent for its out-of-pocket expenses in connection
with this Amendment, including the reasonable fees, charges and
disbursements of Cravath, Swaine & Moore, counsel for the Agent.

                  8. Interest Accruals. Interest and fees calculated on the
basis of the "Applicable Rate" under the Credit Agreement will accrue (i)
in respect of all periods prior to the Amendment Effective Date based on
the Applicable Rate in effect prior to the effectiveness of this Amendment
and (ii) in respect of all periods on or after the Amendment Effective Date
based on the Applicable Rate as amended by this Amendment.

                  9. GOVERNING LAW; COUNTERPARTS. (a) THIS AMENDMENT AND
THE RIGHTS AND OBLIGATIONS OF THE PARTIES HERETO SHALL BE GOVERNED BY AND
CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK.

                  (b) This Amendment may be executed in any number of
counterparts and by different parties hereto on separate counterparts, each
of which when so executed and delivered shall be deemed an original, but
all of which together shall constitute a single instrument. Delivery of an
executed counterpart of a signature page of this Amendment by facsimile
transmission shall be as effective as delivery of a manually executed
counterpart hereof.
<PAGE>



                  IN WITNESS WHEREOF, the parties hereto have caused this
Amendment to be duly executed and delivered by their respective proper and
duly authorized officers as of the day and year first above written.


ALAMOSA HOLDINGS, INC.,

    by
         /s/ David E. Sharbutt
        --------------------------
         Name: David E. Sharbutt
        Title: Chairman and CEO


ALAMOSA (DELAWARE), INC.,

    by     /s/ David E. Sharbutt
           -----------------------
           /s/ David E. Sharbutt
          Name: David E. Sharbutt
          Title: Chairman and CEO

ALAMOSA HOLDINGS, LLC,

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



EACH OF THE GRANTORS LISTED ON
SCHEDULE I HERETO

    by      /s/ Kendall Cowan
          -------------------------
           /s/ Kendall Cowan
          Name: Kendall Cowan
          Title: Authorized Officer


CITICORP USA, INC., individually and
as Administrative Agent,


    by     /s/ John P. Judge
          ------------------------
          /s/ John P. Judge
         Name: John P. Judge
          Title: Vice President
<PAGE>




                                                               SIGNATURE PAGE to
                                                                SIXTH AMENDMENT,
                                                  dated as of September 26, 2002
                                                        to ALAMOSA HOLDINGS, LLC
                                           AMENDED AND RESTATED CREDIT AGREEMENT






To approve the Sixth Amendment:


Name of Institution: Societe Generele
                     ------------------------------------------

                                by /s/ William A. Sinsigalli
                                   --------------------------
                                  Name: William A. Sinsigalli
                                  Title: Managing Director


                                                               SIGNATURE PAGE to
                                                                SIXTH AMENDMENT,
                                                  dated as of September 26, 2002
                                                        to ALAMOSA HOLDINGS, LLC
                                           AMENDED AND RESTATED CREDIT AGREEMENT






To approve the Sixth Amendment:


Name of Institution: Nomura Bond and Loan Fund
                     -------------------------------------------

                                by: UFJ Trust Company of New York
                                    as Trustee
                                by: Nomura Corporate Research and
                                    Asset Management Inc.
                                    Attorney in Fact

                                by /s/ Elizabeth Maclean
                                   -----------------------
                                  Name: Elizabeth Maclean
                                  Title: Vice President
<PAGE>




                                                               SIGNATURE PAGE to
                                                                SIXTH AMENDMENT,
                                                  dated as of September 26, 2002
                                                        to ALAMOSA HOLDINGS, LLC
                                           AMENDED AND RESTATED CREDIT AGREEMENT






To approve the Sixth Amendment:


Name of Institution: Clydesdale CLO 2001-1, Ltd.
                     -------------------------------------------

                                   Nomura Corporate Research and
                                   Asset Management Inc. as
                                   Collateral Manager

                                by /s/ Elizabeth Maclean
                                   -----------------------------
                                   Name: Elizabeth Maclean
                                   Title: Vice President



                                                               SIGNATURE PAGE to
                                                                SIXTH AMENDMENT,
                                                  dated as of September 26, 2002
                                                        to ALAMOSA HOLDINGS, LLC
                                           AMENDED AND RESTATED CREDIT AGREEMENT






To approve the Sixth Amendment:


Name of Institution: Bank of Nova Scotia
                     -------------------------------------------

                                by /s/ Stephen C. Levi
                                  ------------------------------
                                  Name: Stephen C. Levi
                                  Title: Authorized Signatory
<PAGE>




                                                               SIGNATURE PAGE to
                                                                SIXTH AMENDMENT,
                                                  dated as of September 26, 2002
                                                        to ALAMOSA HOLDINGS, LLC
                                           AMENDED AND RESTATED CREDIT AGREEMENT






To approve the Sixth Amendment:


Name of Institution: Fortis Capital Corp.
                     -------------------------------------------

                          by /s/ Alan E. McLintock
                            ------------------------------------
                            Name: Alan E. McLintock
                            Title: Managing Director

                          by /s/ Anthony Ciralilo
                             -----------------------------------
                            Name: Anthony Ciralilo
                            Title: Assistant Vice President



                                                               SIGNATURE PAGE to
                                                                SIXTH AMENDMENT,
                                                  dated as of September 26, 2002
                                                        to ALAMOSA HOLDINGS, LLC
                                           AMENDED AND RESTATED CREDIT AGREEMENT






To approve the Sixth Amendment:


Name of Institution:  HarburView CLO IV, Ltd.
                      ------------------------------

                      by /s/ Lisa Chaffee
                         ---------------------------
                         Name: Lisa Chaffee
                         Title: Manager
<PAGE>




                                                               SIGNATURE PAGE to
                                                                SIXTH AMENDMENT,
                                                  dated as of September 26, 2002
                                                        to ALAMOSA HOLDINGS, LLC
                                           AMENDED AND RESTATED CREDIT AGREEMENT






To approve the Sixth Amendment:


Name of Institution: Oppenheimer Senior Floating Rate Fund
                     -------------------------------------------
                                by /s/ Lisa Chaffee
                                  ------------------------------
                                  Name: Lisa Chaffee
                                  Title: Manager



                                                               SIGNATURE PAGE to
                                                                SIXTH AMENDMENT,
                                                  dated as of September 26, 2002
                                                        to ALAMOSA HOLDINGS, LLC
                                           AMENDED AND RESTATED CREDIT AGREEMENT






To approve the Sixth Amendment:


Name of Institution: Wachovia Bank, N.A.
                     f/k/a First Union National Bank
                     ---------------------------------


                                by /s/ Mark L. Cook
                                  ------------------------------
                                  Name: Mark L. Cook
                                  Title: Director
<PAGE>




                                                               SIGNATURE PAGE to
                                                                SIXTH AMENDMENT,
                                                  dated as of September 26, 2002
                                                        to ALAMOSA HOLDINGS, LLC
                                           AMENDED AND RESTATED CREDIT AGREEMENT






To approve the Sixth Amendment:


Name of Institution: WESTLB AG (formerly
                         Westdeutsche Landesbank Girozentrale)
                         ---------------------------------------

                                by /s/ Peter Stevenson
                                  ------------------------------
                                  Name: Peter Stevenson
                                  Title: Director

                                by /s/ David Yu
                                  ------------------------------
                                  Name: David Yu
                                  Title: Associate Director
<PAGE>



                                                               SIGNATURE PAGE to
                                                                SIXTH AMENDMENT,
                                                  dated as of September 26, 2002
                                                        to ALAMOSA HOLDINGS, LLC
                                           AMENDED AND RESTATED CREDIT AGREEMENT






To approve the Sixth Amendment:


Name of Institution: Toronto Dominion (Texas), Inc.
                     -------------------------------

                                by /s/ Jano Nixon
                                  ------------------------------
                                  Name: Jano Nixon
                                  Title: Vice President
<PAGE>



                                                              SIGNATURE PAGE to
                                                               SIXTH AMENDMENT,
                                                 dated as of September 26, 2002
                                                       to ALAMOSA HOLDINGS, LLC
                                          AMENDED AND RESTATED CREDIT AGREEMENT






To approve the Sixth Amendment:


Name of Institution: Franklin Floating Rate Trust
                     Franklin Floating Rate Master Series
                     ------------------------------------

                                by /s/ Richard D'Addario
                                   -----------------------------
                                   Name: Richard D'Addario
                                   Title: Vice President
<PAGE>


                                                               SIGNATURE PAGE to
                                                                SIXTH AMENDMENT,
                                                  dated as of September 26, 2002
                                                        to ALAMOSA HOLDINGS, LLC
                                           AMENDED AND RESTATED CREDIT AGREEMENT






To approve the Sixth Amendment:


Name of Institution: General Electric Capital Corporation
                     ------------------------------------

                                by /s/ Brian P. Ward
                                   -----------------------------
                                   Name: Brian P. Ward
                                   Title: Manager-Operations
<PAGE>





                                                               SIGNATURE PAGE to
                                                                SIXTH AMENDMENT,
                                                  dated as of September 26, 2002
                                                        to ALAMOSA HOLDINGS, LLC
                                           AMENDED AND RESTATED CREDIT AGREEMENT






To approve the Sixth Amendment:


Name of Institution: IBM Credit Corporation
                     ----------------------

                                by /s/ Thomas S. Curcio
                                   -----------------------
                                   Name: Thomas S. Curcio
                                   Title: Manager of Credit



                                                               SIGNATURE PAGE to
                                                                SIXTH AMENDMENT,
                                                  dated as of September 26, 2002
                                                        to ALAMOSA HOLDINGS, LLC
                                           AMENDED AND RESTATED CREDIT AGREEMENT






To approve the Sixth Amendment:


Name of Institution: Export Development Canada
                     -------------------------
                                by /s/ Lynda Bernst
                                   -----------------------------
                                  Name: Lynda Bernst
                                  Title: IT Portfolio Manager

                                by /s/ Robert Kelly
                                   -----------------------------
                                   Name: Robert Kelly
                                  Title: Financial Services Manager
<PAGE>



                                                                      SCHEDULE I


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

Texas Telecommunications, LP
Alamosa Properties, L.P.
Alamosa Wisconsin Limited
Partnership
Alamosa (Wisconsin) Properties,
LLC
Alamosa Delaware GP, LLC Alamosa Wisconsin GP, LLC Alamosa Finance, LLC
Alamosa Limited, LLC Alamosa PCS, Inc.
Alamosa Holdings, LLC
Alamosa Missouri, LLC
Alamosa Missouri Properties, LLC
Washington Oregon Wireless, LLC
Washington Oregon Wireless
Properties, LLC
Washington Oregon Wireless
Licenses, LLC
Southwest PCS, L.P.
SWGP, LLC
SWLP, LLC
Southwest PCS Properties, LLC
Southwest PCS Licenses, LLC

</TEXT>
</DOCUMENT>
