EXHIBIT 4.8
SECOND SUPPLEMENTAL INDENTURE
SECOND SUPPLEMENTAL INDENTURE (this "Supplemental
Indenture"), dated as of February 14, 2001, among XXXXXXX
WIRELESS COMMUNICATIONS, L.L.C., a Missouri limited
liability company, XXXXXXX WIRELESS PROPERTIES, LLC, a
Missouri limited liability company, WASHINGTON OREGON
WIRELESS, LLC, an Oregon limited liability company, ALAMOSA
HOLDINGS, LLC, a Delaware limited liability company, ALAMOSA
PROPERTIES, L.P., a Texas limited partnership, ALAMOSA
(WISCONSIN) PROPERTIES, LLC, a Wisconsin limited liability
company, WASHINGTON OREGON WIRELESS PROPERTIES, LLC, a
Delaware limited liability company, WASHINGTON OREGON
WIRELESS LICENSES, LLC, a Delaware limited liability company
(collectively, the "New Subsidiary Guarantors"), each a
subsidiary of ALAMOSA (DELAWARE), INC. (formerly known as
ALAMOSA PCS HOLDINGS, 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 XXXXX FARGO BANK MINNESOTA,
N.A., (formerly known as NORWEST 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 (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.
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.
XXXXXXX WIRELESS COMMUNICATIONS, L.L.C.
By:
/s/ Xxxxx X. Xxxxxxxx
------------------------------
Name: Xxxxx X. Xxxxxxxx
Title: President
XXXXXXX WIRELESS PROPERTIES, LLC
By:
/s/ Xxxxx X. Xxxxxxxx
-----------------------------
Name: Xxxxx X. Xxxxxxxx
Title: President
WASHINGTON OREGON WIRELESS, LLC
By:
/s/ Xxxxx X. Xxxxxxxx
------------------------------
Name: Xxxxx X. Xxxxxxxx
Title: President
ALAMOSA HOLDINGS, LLC
By:
/s/ Xxxxx X. Xxxxxxxx
------------------------------
Name: Xxxxx X. Xxxxxxxx
Title: President
ALAMOSA PROPERTIES, L.P.
By:
/s/ Xxxxx X. Xxxxxxxx
-----------------------------
Name: Xxxxx X. Xxxxxxxx
Title: President
ALAMOSA (WISCONSIN) PROPERTIES, LLC
By:
/s/ Xxxxx X. Xxxxxxxx
-----------------------------
Name: Xxxxx X. Xxxxxxxx
Title: President
WASHINGTON OREGON WIRELESS PROPERTIES, LLC
By:
/s/ Xxxxx X. Xxxxxxxx
------------------------------
Name: Xxxxx X. Xxxxxxxx
Title: President
WASHINGTON OREGON WIRELESS LICENSES, LLC
By:
/s/ Xxxxx X. Xxxxxxxx
-------------------------------
Name: Xxxxx X. Xxxxxxxx
Title: President
ALAMOSA (DELAWARE), INC., on behalf of itself
and the Existing Subsidiary Guarantors
By:
/s/ Xxxxx X. Xxxxxxxx
------------------------------
Name: Xxxxx X. Xxxxxxxx
Title: Chairman of the Board and
Chief Executive Officer
XXXXX FARGO BANK MINNESOTA, N.A., as Trustee
By:
/s/ Xxxxxxx X. Xxxxx
-------------------------------
Name: Xxxxxxx X. Xxxxx
Title: Corporate Trust Officer
