Alamosa Holdings Inc Sample Contracts

Alamosa Holdings Inc – AMENDED AND RESTATED BYLAWS OF ALAMOSA HOLDINGS, INC. (the “Company”) (February 1st, 2006)
Alamosa Holdings Inc – AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF ALAMOSA HOLDINGS, INC. (February 1st, 2006)

Second: The address of the registered office of the Corporation in the State of Delaware is c/o Corporation Service Company, 2711 Centerville Road, Suite 400, Wilmington, County of New Castle, Delaware 19808. The name of the registered agent at such address is Corporation Service Company.

Alamosa Holdings Inc – SPRINT PCS MANAGEMENT AGREEMENT (January 26th, 2006)
Alamosa Holdings Inc – TO AGREEMENT AND PLAN OF MERGER (December 14th, 2005)
Alamosa Holdings Inc – ALAMOSA HOLDINGS, INC. Moderator: David Sharbutt 12-01-05/11:30 am ET Confirmation #101828 Page 1 ALAMOSA HOLDINGS, INC. Moderator: David Sharbutt December 01, 2005 11:30 am ET Man: Good morning. Next up we have Alamosa PCS - speaking on behalf of Alamosa is David Sharbutt CEO. Alamosa is the largest Sprint affiliate with over 1.5 million direct subscribers - around 1.5 million direct subscribers and is operating 23 million POPs. The company recently announced that it's going to be acquired by Sprint. So I thought I would give a summary of Alamosa and then we'll have some questions on that. Da (December 2nd, 2005)
Alamosa Holdings Inc – AMENDMENT NO. 2 TO JANUARY 1, 2005 EMPLOYMENT AGREEMENT (November 22nd, 2005)

WHEREAS, Sprint Nextel Corporation and Alamosa Holdings, Inc., a Delaware corporation (‘‘Alamosa’’) are entering into an Agreement and Plan of Merger to be dated as of November 21, 2005, by and among Sprint Nextel Corporation, a Kansas corporation (‘‘Parent’’), AHI Merger Sub Inc., a Delaware corporation and wholly owned subsidiary of Parent, and Alamosa (the ‘‘Merger Agreement’’);

Alamosa Holdings Inc – AMENDMENT NO. 2 TO JANUARY 1, 2005 EMPLOYMENT AGREEMENT (November 22nd, 2005)

WHEREAS, Sprint Nextel Corporation and Alamosa Holdings, Inc., a Delaware corporation (‘‘Alamosa’’) are entering into an Agreement and Plan of Merger to be dated as of November 21, 2005, by and among Sprint Nextel Corporation, a Kansas corporation (‘‘Parent’’), AHI Merger Sub Inc., a Delaware corporation and wholly owned subsidiary of Parent, and Alamosa (the ‘‘Merger Agreement’’);

Alamosa Holdings Inc – AMENDMENT NO. 2 TO JANUARY 1, 2005 EMPLOYMENT AGREEMENT (November 22nd, 2005)

WHEREAS, Sprint Nextel Corporation and Alamosa Holdings, Inc., a Delaware corporation (‘‘Alamosa’’) are entering into an Agreement and Plan of Merger to be dated as of November 21 2005, by and among Sprint Nextel Corporation, a Kansas corporation (‘‘Parent’’), AHI Merger Sub Inc., a Delaware corporation and wholly owned subsidiary of Parent, and Alamosa (the ‘‘Merger Agreement’’);

Alamosa Holdings Inc – AGREEMENT AND PLAN OF MERGER AMONG SPRINT NEXTEL CORPORATION, AHI MERGER SUB INC. AND ALAMOSA HOLDINGS, INC. (November 22nd, 2005)

THIS AGREEMENT AND PLAN OF MERGER (this ‘‘Agreement’’), dated as of November 21, 2005, by and among SPRINT NEXTEL CORPORATION, a Kansas corporation (‘‘Parent’’), AHI MERGER SUB INC., a Delaware corporation (‘‘Buyer’’) and wholly owned subsidiary of Parent, and ALAMOSA HOLDINGS, INC., a Delaware corporation (the ‘‘Company’’).

Alamosa Holdings Inc – AMENDMENT NO. 2 TO JANUARY 1, 2005 EMPLOYMENT AGREEMENT (November 22nd, 2005)

WHEREAS, Sprint Nextel Corporation and Alamosa Holdings, Inc., a Delaware corporation (‘‘Alamosa’’) are entering into an Agreement and Plan of Merger to be dated as of November 21, 2005, by and among Sprint Nextel Corporation, a Kansas corporation (‘‘Parent’’), AHI Merger Sub Inc., a Delaware corporation and wholly owned subsidiary of Parent, and Alamosa (the ‘‘Merger Agreement’’);

Alamosa Holdings Inc – CONFIDENTIAL SETTLEMENT MATERIALS — SUBJECT TO DELAWARE UNIFORM RULE OF EVIDENCE 408 — NOT TO BE USED OR DISCLOSED FOR ANY PURPOSE OTHER THAN SETTLEMENT SETTLEMENT AGREEMENT AND MUTUAL RELEASE (November 22nd, 2005)

This Settlement Agreement and Mutual Release (this ‘‘Agreement’’) is entered into as of November 21, 2005, by and among Sprint Nextel Corporation, a Kansas corporation, Nextel Communications, Inc., a Delaware corporation, Sprint Spectrum L.P., a Delaware limited partnership, SprintCom, Inc., a Kansas corporation, and Sprint Communications Company L.P., a Delaware limited partnership (collectively, the ‘‘Sprint Parties’’), Alamosa Holdings, Inc., a Delaware corporation, Alamosa Wisconsin Limited Partnership, a Wisconsin limited partnership, Texas Telecommunications, L.P., a Texas limited partnership, Alamosa Missouri, LLC, a Missouri limited liability company, Washington Oregon Wireless, LLC, an Oregon limited liability company, Southwest PCS, L.P., an Oklahoma limited partnership and AirGate PCS, Inc., a Delaware corporation (‘‘AirGate’’ and collectively, the ‘‘Alamosa Parties’’ and together with the Scotland Parties, the ‘‘Parties’’).

Alamosa Holdings Inc – AMENDMENT TO RIGHTS AGREEMENT (November 22nd, 2005)

AMENDMENT dated as of November 21, 2005 (this ‘‘Amendment’’), to the Rights Agreement dated as of February 14, 2001 (the ‘‘Rights Agreement’’), by and between ALAMOSA HOLDINGS, INC. (the ‘‘Company’’) and MELLON INVESTOR SERVICES LLC, as Rights Agent (the ‘‘Rights Agent’’).

Alamosa Holdings Inc – Presentation Regarding Acquisition by Sprint Nextel November 21, 2005 (November 22nd, 2005)
Alamosa Holdings Inc – AMENDMENT NO. 2 TO JANUARY 1, 2005 EMPLOYMENT AGREEMENT (November 22nd, 2005)

WHEREAS, Sprint Nextel Corporation and Alamosa Holdings, Inc., a Delaware corporation (‘‘Alamosa’’) are entering into an Agreement and Plan of Merger to be dated as of November 21, 2005, by and among Sprint Nextel Corporation, a Kansas corporation (‘‘Parent’’), AHI Merger Sub Inc., a Delaware corporation and wholly owned subsidiary of Parent, and Alamosa (the ‘‘Merger Agreement’’);

Alamosa Holdings Inc – THE AMENDED AND RESTATED 1999 LONG TERM INCENTIVE PLAN (June 8th, 2005)

The Alamosa Holdings, Inc. 1999 Long-Term Incentive Plan was adopted by the Board of Directors of Alamosa PCS Holdings, Inc., a Delaware corporation, effective as of November 12, 1999, and was approved by the Alamosa PCS Holding's stockholders on February 1, 2000. On February 14, 2001, the Plan and all obligations thereunder were assumed by Alamosa Holdings, Inc. The Plan has been further amended from time to time and this document incorporates all amendments hereto as of April 4, 2005.

Alamosa Holdings Inc – THIRD AMENDED AND RESTATED ALAMOSA HOLDINGS, INC. EMPLOYEE STOCK PURCHASE PLAN (June 8th, 2005)
Alamosa Holdings Inc – AIRGATE PCS, INC. CONSOLIDATED FINANCIAL STATEMENTS FOR THE PERIOD ENDED DECEMBER 31, 2004 (UNAUDITED) (March 11th, 2005)
Alamosa Holdings Inc – FIRST SUPPLEMENTAL INDENTURE (February 18th, 2005)

THIS FIRST SUPPLEMENTAL INDENTURE (this "Supplemental Indenture"), dated as of the 25th of January, 2005, among AirGate PCS, Inc., a Delaware corporation (the "Issuer"), AGW Leasing Company, Inc., a Delaware corporation ("AGW"), AirGate Network Services, LLC, a Delaware limited liability company ("ANS"), AirGate Service Company, Inc., a Delaware corporation ("ASC" and, together with AGW and ANS, the "Guarantors"), and The Bank of New York Trust Company, N.A., as Trustee (the "Trustee").

Alamosa Holdings Inc – SECOND SUPPLEMENTAL INDENTURE (February 18th, 2005)

SECOND SUPPLEMENTAL INDENTURE (this "Second Supplemental Indenture"), dated as of February 15, 2005, among A-Co. Merger Sub, Inc., a Delaware corporation (the "Successor"), AirGate PCS, Inc., a Delaware corporation (the "Issuer" or the "Company"), AGW Leasing Company, Inc., a Delaware corporation ("AGW"), AirGate Network Services, LLC, a Delaware limited liability company ("ANS"), AirGate Service Company, Inc., a Delaware corporation ("ASC" and, together with AGW and ANS, "Guarantors"), and The Bank of New York Trust Company, N.A., as Trustee (the "Trustee").

Alamosa Holdings Inc – SECOND SUPPLEMENTAL INDENTURE (February 18th, 2005)

SECOND SUPPLEMENTAL INDENTURE (this "Second Supplemental Indenture"), dated as of February 15, 2005, among A-Co. Merger Sub, Inc., a Delaware corporation (the "Successor"), AirGate PCS, Inc., a Delaware corporation (the "Issuer" or the "Company"), AGW Leasing Company, Inc., a Delaware corporation ("AGW"), AirGate Network Services, LLC, a Delaware limited liability company ("ANS"), AirGate Service Company, Inc., a Delaware corporation ("ASC" and, together with AGW and ANS, "Guarantors"), and The Bank of New York, as Trustee (the "Trustee").

Alamosa Holdings Inc – FIRST SUPPLEMENTAL INDENTURE (February 18th, 2005)

THIS FIRST SUPPLEMENTAL INDENTURE (this "Supplemental Indenture"), dated as of the 25th day of January, 2005, among AirGate PCS, Inc., a Delaware corporation (the "Issuer"), AGW Leasing Company, Inc., a Delaware corporation ("AGW"), AirGate Network Services, LLC, a Delaware limited liability company ("ANS"), AirGate Service Company, Inc., a Delaware corporation ("ASC" and, together with AGW and ANS, the "Guarantors"), and The Bank of New York, a New York banking corporation, as trustee (the "Trustee").

Alamosa Holdings Inc – UNITED STATES SECURITIES AND EXCHANGE COMMISSION (February 9th, 2005)

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by section 13 or 15(d) of the Securities and Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports) and (2) has been subject to such filing requirements for the past 90 days. Yes No

Alamosa Holdings Inc – AGREEMENT AND PLAN OF MERGER (December 9th, 2004)
Alamosa Holdings Inc – News Release (November 22nd, 2004)

LUBBOCK, Texas (November 22, 2004) – Alamosa Holdings, Inc. (Nasdaq: APCS) today released a letter dated October 22, 2004 from David E. Sharbutt, Chairman and Chief Executive Officer of Alamosa, to Thomas M. Dougherty, Chief Executive Officer of AirGate PCS, Inc., in which Alamosa proposed to combine with AirGate in a stock-for-stock merger in which AirGate stockholders would receive 2.8 Alamosa shares in exchange for each of their AirGate shares.

Alamosa Holdings Inc – Alamosa Announces Amendment to Management and Services Agreements with Sprint; Schedules Second Quarter 2004 Earnings Release & Conference Call LUBBOCK, Texas--(BUSINESS WIRE)--June 30, 2004--Alamosa Holdings, Inc. (Nasdaq/NM:APCS) today announced it has executed amendments to its Management and Services agreements with Sprint relating to back-office billing and service charges, activation fees for new subscribers and wholesale/resale rates negotiated by Sprint with other carriers. The Company also announced its schedule for its second quarter 2004 earnings release and its quarterly conference (July 1st, 2004)
Alamosa Holdings Inc – ALAMOSA PERSONAL COMMUNICATIONS SERVICE NEWS RELEASE [GRAPHIC OMITTED] Contact: Jon D. Drake Director of Investor Relations Alamosa Holdings, Inc. 806-722-1455 jdrake@alamosapcs.com ALAMOSA ANNOUNCES FOURTH QUARTER CUSTOMER RESULTS Provides Fixed Asset Guidance for 2004 Highlights - Net subscriber additions totaled approximately 34,000 - Total subscribers of approximately 727,000 increased 4.9 percent sequentially quarter over quarter and 16.9 percent year over year - Wireless portability has immaterial impact on fourth quarter subscriber results - Customer churn was approximately 2.5 percent (January 6th, 2004)
Alamosa Holdings Inc – CHANGES TO OUR AFFILIATION AGREEMENTS WITH SPRINT PCS. Concurrently with the consummation of the debt exchange, we executed amendments to our affiliation agreements with Sprint PCS, which we believe significantly improve the economics of our relationship with Sprint and will result in lower estimated operating costs and an estimated positive annual cash impact of more than $15 million per year as compared to our previous arrangement with Sprint PCS. With the execution of these amendments, we became the first PCS Affiliate of Sprint to successfully negotiate material economic changes to its aff (January 5th, 2004)

DEBT EXCHANGE HISTORICAL TRANSACTIONS ------------- ------------------- (dollars in thousands) ASSETS CURRENT ASSETS: Cash and cash equivalents ................................ $ 97,687 $ (19,531)(a) Restricted cash .......................................... 1 -- Customer accounts receivable, net ........................ 28,307 -- Receivable from Sprint ................................... 26,018 -- Interest receivable ...................................... -- -- Inventory ................................................ 6,020 -- Prepaid expenses and other assets ........................ 8,

Alamosa Holdings Inc – [ALAMOSA LOGO OMITTED] NEWS RELEASE ALAMOSA PERSONAL COMMUNICATIONS SERVICE CONTACT: JON D. DRAKE DIRECTOR OF INVESTOR RELATIONS ALAMOSA HOLDINGS, INC. 806-722-1455 jdrake@alamosapcs.com ALAMOSA TO PURSUE DEBT OFFERING LUBBOCK, TEXAS, JANUARY 5, 2004 -- Alamosa Holdings, Inc. (OTC Bulletin Board: ALMO) today announced that Alamosa (Delaware), Inc., its wholly owned subsidiary, presently intends to offer $225 million in aggregate principal amount of its senior unsecured debt securities due 2012 in a transaction exempt from the registration requirements of the Securities Act of 1933, as amended. (January 5th, 2004)
Alamosa Holdings Inc – SETTLEMENT AGREEMENT AND MUTUAL RELEASE This Settlement Agreement and Mutual Release (this "AGREEMENT") is entered into as of September 12, 2003, by and among SPRINT SPECTRUM L.P., a Delaware limited partnership, SPRINTCOM, INC., a Kansas corporation, SPRINT COMMUNICATIONS COMPANY L.P., a Delaware limited partnership, WIRELESSCO, L.P., a Delaware limited partnership (the "SPRINT PARTIES,"), ALAMOSA HOLDINGS, INC., a Delaware corporation ("ALAMOSA HOLDINGS"), ALAMOSA (DELAWARE), INC., a Delaware corporation ("ALAMOSA DELAWARE"), and Alamosa Holdings' subsidiaries listed below in the following p (November 14th, 2003)
Alamosa Holdings Inc – [FACE OF SECURITY] [Global Securities Legend] UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO ISSUER OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PER (November 14th, 2003)

Date of Amount of decrease in Amount of increase in Principal Amount of this Signature of authorized Exchange Principal Amount of this Principal Amount of this Global Security following signatory of Trustee Global Security Global Security such decrease or increase or Securities Custodian

Alamosa Holdings Inc – EXECUTION COPY EIGHTH AMENDMENT AND WAIVER, dated as of October 27, 2003 (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"), and CITICORP USA, INC., as Administrative Agent and Collateral Agent (the "Admini (November 14th, 2003)

Period Ratio ------ ----- September 30, 2003 11.00 to 1.00 through December 30, 2003 December 31, 2003 through 9.00 to 1.00 March 30, 2004 March 31, 2004 through 7.00 to 1.00 June 29, 2004 June 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 5.25 to 1.00 June 29, 2005 June 30, 2005 through 5.00 to 1.00 March 30, 2006 March 31, 2006 through 4.50 to 1.00 June 29, 2006 June 30, 2006 through 4.20 to 1.00 September 29, 2006 September 30, 2006 and 4.00 to 1.00 thereafter

Alamosa Holdings Inc – AMENDMENT TO THE AMENDED AND RESTATED ALAMOSA HOLDINGS, INC. EMPLOYEE STOCK PURCHASE PLAN Paragraphs (b) and (c) of Section 6 of the Amended and Restated Alamosa Holdings, Inc. Employee Stock Purchase Plan are hereby deleted and replaced in their entirety as follows: "b. Notwithstanding the foregoing, to the extent necessary to comply with Section 423(b)(8) of the Code and Section 3b hereof, a Participant's payroll deductions may be decreased to 0% at any time during a Purchase Period. Payroll deductions shall automatically recommence at the rate provided in such Participant's subscription agr (November 14th, 2003)
Alamosa Holdings Inc – [FACE OF SECURITY] [Global Securities Legend] UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO ISSUER OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PER (November 14th, 2003)

Date of Amount of decrease in Amount of increase in Principal Amount at Signature of authorized Exchange Principal Amount at Principal Amount at Maturity of this signatory of Trustee Maturity of this Maturity of this Global Security or Securities Custodian Global Security Global Security following such decrease or increase

Alamosa Holdings Inc – [ALAMOSA LETTERHEAD] NEWS RELEASE CONTACT: JON D. DRAKE DIRECTOR OF INVESTOR RELATIONS ALAMOSA HOLDINGS, INC. 806-722-1455 JDRAKE@ALAMOSAPCS.COM ALAMOSA ANNOUNCES SUCCESSFUL EXCHANGE OFFERS Accepts tenders in excess of 97% of Outstanding Notes LUBBOCK, TEXAS (NOVEMBER 11, 2003) - /PRNewswire-FirstCall/ - Alamosa Holdings, Inc. (OTC Bulletin Board: ALMO) and its wholly owned subsidiary Alamosa (Delaware), Inc. (together, the "Company"), the largest (based on number of subscribers) PCS Affiliate of Sprint (NYSE: FON), today announced that its offers for its public indebtedness (the "Exchange Off (November 12th, 2003)
Alamosa Holdings Inc – [COMPANY LOGO] NEWS RELEASE Contact: Jon D. Drake Director of Investor Relations Alamosa Holdings, Inc. 806-722-1455 jdrake@alamosapcs.com Alamosa Extends Exchange Offers Until November 10, 2003 Expects to receive tenders in excess of 97% of Outstanding Notes LUBBOCK, Texas, November 7, 2003 /PRNewswire-FirstCall/--Alamosa Holdings, Inc. (OTC Bulletin Board: ALMO News) and its wholly owned subsidiary Alamosa (Delaware), Inc. (together, the "Company"), the largest (based on number of subscribers) PCS Affiliate of Sprint (NYSE: FON, PCS), today announced the final extension of the Expiration Dat (November 10th, 2003)