Exhibit 4.10
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THIRD SUPPLEMENTAL INDENTURE
THIRD SUPPLEMENTAL INDENTURE (this "Supplemental
Indenture"), dated as of March 30, 2001, among SWLP,
L.L.C., an Oklahoma limited liability company, SWGP,
L.L.C., an Oklahoma limited liability company, SOUTHWEST
PCS, L.P., an Oklahoma limited partnership, SOUTHWEST PCS
PROPERTIES, LLC, a Delaware limited liability company,
SOUTHWEST PCS LICENSES, LLC, a Delaware limited liability
company (collectively, the "New Subsidiary Guarantors"),
each a subsidiary of ALAMOSA (DELAWARE), INC., a Delaware
corporation (the "Company"), on behalf of itself and the
Subsidiary Guarantors (the "Existing Subsidiary
Guarantors") under the indenture referred to below, and
WELLS FARGO BANK MINNESOTA, N.A., a national banking
association, as trustee under the indenture referred to
below (the "Trustee").
W I T N E S S E T H:
WHEREAS, the Company and the Existing Subsidiary Guarantors have
heretofore executed and delivered to the Trustee an Indenture dated as of
February 8, 2000, as amended by a Supplemental Indenture dated January 31,
2001 and a Second Supplemental Indenture dated February 14, 2001 (the
"Indenture"), providing for the issuance of an aggregate principal amount
at maturity of up to $350,000,000 of 127/8% Senior Discount Notes due 2010
(the "Securities");
WHEREAS Section 4.15 of the Indenture provides that under certain
circumstances the Company is required to cause the New Subsidiary
Guarantors to execute and deliver to the Trustee a supplemental indenture
pursuant to which the New Subsidiary Guarantors shall unconditionally
guarantee all the Company's obligations under the Securities pursuant to a
Subsidiary Guaranty on the terms and conditions set forth herein; and
WHEREAS, pursuant to Section 9.01 of the Indenture, the Trustee,
the Company and the Existing Subsidiary Guarantors are authorized to
execute and deliver this Supplemental Indenture;
NOW THEREFORE, in consideration of the foregoing and for other
good and valuable consideration, the receipt of which is hereby
acknowledged, the New Subsidiary Guarantors, the Company, the Existing
Subsidiary Guarantors and the Trustee mutually covenant and agree for the
equal and ratable benefit of the holders of the Securities as follows:
1. Agreement to Guarantee. The New Subsidiary Guarantors hereby
agree, jointly and severally with all other existing Subsidiary Guarantors,
to unconditionally guarantee the Company's obligations under the Securities
on the terms and subject to the conditions set forth in Articles X and XI
of the Indenture and to be bound by all other applicable provisions of the
Indenture.
2. Ratification of Indenture; Supplemental Indentures Part of
Indenture. Except as expressly amended hereby, the Indenture is in all
respects ratified and confirmed and all the terms, conditions and
provisions thereof shall remain in full force and effect. This Supplemental
Indenture shall form a part of the Indenture for all purposes, and every
holder of Securities heretofore or hereafter authenticated and delivered
shall be bound hereby.
3. Governing Law. THIS SUPPLEMENTAL INDENTURE SHALL BE GOVERNED
BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK BUT
WITHOUT GIVING EFFECT TO APPLICABLE PRINCIPLES OF CONFLICTS OF LAW TO THE
EXTENT THAT THE APPLICATION OF THE LAWS OF ANOTHER JURISDICTION WOULD BE
REQUIRED THEREBY.
4. Trustee Makes No Representation. The Trustee makes no
representation as to the validity or sufficiency of this Supplemental
Indenture.
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5. Counterparts. The parties may sign any number of copies of
this Supplemental Indenture. Each signed copy shall be an original, but all
of them together represent the same agreement.
6. Effect of Headings. The Section headings herein are for
convenience only and shall not affect the construction thereof.
IN WITNESS WHEREOF, the parties hereto have caused this
Supplemental Indenture to be duly executed as of the date first above
written.
SWLP, L.L.C.
By:
/s/ David E. Sharbutt
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Name: David E. Sharbutt
Title: President
SWGP, L.L.C.
By:
/s/ David E. Sharbutt
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Name: David E. Sharbutt
Title: President
SOUTHWEST PCS, L.P.
By:
/s/ David E. Sharbutt
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Name: David E. Sharbutt
Title: President
SOUTHWEST PCS PROPERTIES, LLC
By:
/s/ David E. Sharbutt
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Name: David E. Sharbutt
Title: President
SOUTHWEST PCS LICENSES, LLC
By:
/s/ David E. Sharbutt
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Name: David E. Sharbutt
Title: President
ALAMOSA (DELAWARE), INC., on behalf of itself
and the Existing Subsidiary Guarantors
By:
/s/ David E. Sharbutt
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Name: David E. Sharbutt
Title: Chairman of the Board and
Chief Executive Officer
WELLS FARGO BANK MINNESOTA, N.A.,
as Trustee
By:
/s/ Timothy P. Mowdy
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Name: Timothy P. Mowdy
Title: Corporate Trust Officer
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