Fourth Supplemental Indenture among Alamosa Holdings, Inc., Alamosa (Delaware), Inc., Subsidiary Guarantors, and Wells Fargo Bank Minnesota, N.A.

Summary

This agreement, dated September 11, 2003, adds Alamosa Holdings, Inc. as a new guarantor to an existing indenture for $350 million in senior discount notes due 2010, originally issued by Alamosa (Delaware), Inc. and its subsidiaries. Alamosa Holdings, Inc. agrees to guarantee the company's obligations under the notes on the same terms as the other subsidiary guarantors. The agreement is governed by New York law and is part of the original indenture, which remains in effect except as amended here.

EX-4.5 9 file008.txt FOURTH SUPPLEMENTAL INDENTURE 9/11/03 FOURTH SUPPLEMENTAL INDENTURE FOURTH SUPPLEMENTAL INDENTURE (this "Supplemental Indenture"), dated as of September 11, 2003, among ALAMOSA HOLDINGS, INC., a Delaware corporation (the "New Guarantor"), ALAMOSA (DELAWARE), INC. (formerly known as Alamosa PCS Holdings, 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. (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 Subsidiary Guarantors have heretofore executed and delivered to the Trustee the Indenture, dated as of February 8, 2000, as supplemented by the First Supplemental Indenture, dated as of January 31, 2001, the Second Supplemental Indenture, dated as of February 14, 2001 and the Third 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 $350,000,000 of the Company's 12 7/8% Senior Discount Notes due 2010 (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