THIRD SUPPLEMENTAL INDENTURE
THIRD SUPPLEMENTAL INDENTURE (this "Supplemental Indenture"), dated as of
September 11, 2003, among ALAMOSA HOLDINGS, INC., a Delaware corporation (the
"New Guarantor"), ALAMOSA (DELAWARE), INC., a Delaware corporation and an
indirect, wholly-owned subsidiary of the New Guarantor (the "Company"), the
SUBSIDIARY GUARANTORS party hereto (the "Subsidiary Guarantors") 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 Subsidiary Guarantors have heretofore
executed and delivered to the Trustee the Indenture, dated as of January 31,
2001, as supplemented by the First Supplemental Indenture, dated as of February
14, 2001 and the Second Supplemental Indenture, dated as of March 30, 2001 (as
so supplemented, the "Indenture"), providing for the issuance of an aggregate
principal amount of up to $250,000,000 of the Company's 12 1/2% Senior Notes due
2011 (the "Securities");
WHEREAS, the New Guarantor desires to guarantee, as described below,
the obligations of the Company pursuant to the Indenture; 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
Guarantor, the Company, the 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 Guarantor hereby agrees, jointly
and severally with all other existing Subsidiary Guarantors, to
unconditionally guarantee the Company's obligations under the
Securities on the same terms and priority and subject to the same
conditions as the Subsidiary Guarantors as described in Articles X
and XI 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.
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.
2
IN WITNESS WHEREOF, the parties hereto have caused this
Supplemental Indenture to be duly executed as of the date first above written.
ALAMOSA HOLDINGS, INC.
By: /s/ David E. Sharbutt
--------------------------------------
Name: David E. Sharbutt
Title: President
ALAMOSA (DELAWARE), INC.
By: /s/ David E. Sharbutt
--------------------------------------
Name: David E. Sharbutt
Title: President
EACH OF THE SUBSIDIARY GUARANTORS
SET FORTH ON SCHEDULE I HERETO
By: /s/ David E. Sharbutt
--------------------------------------
Name: David E. Sharbutt
Title: Authorized Signatory
WELLS FARGO BANK MINNESOTA, N.A.,
as Trustee
By: /s/ Michael T. Lechner
--------------------------------------
Name: Michael T. Lechner
Title: Corporate Trust Officer
3
SCHEDULE I
Alamosa PCS, Inc.
Texas Telecommunications LP
Alamosa Wisconsin Limited Partnership
Alamosa Delaware GP, LLC
Alamosa Wisconsin GP, LLC
Alamosa Finance, LLC
Alamosa Holdings, LLC
Alamosa Limited, LLC
Alamosa (Wisconsin) Properties, LLC
Alamosa Properties, LP
Alamosa Missouri, LLC
Alamosa Missouri Properties, LLC
Washington Oregon Wireless, LLC
Washington Oregon Wireless Properties, LLC
Washington Oregon Wireless Licenses, LLC
SWGP, L.L.C.
SWLP, L.L.C.
Southwest PCS, L.P.
Southwest PCS Properties, LLC
Southwest PCS Licenses, LLC
4