Exhibit 4.27
[FORM OF FACE OF SECURITY]
No. [up to]* $[_________]
8 1/2% Senior Note due 2012
CUSIP/CINS No.
Alamosa (Delaware), Inc., a Delaware corporation, promises to pay to
____________________, or registered assigns, on January 31, 2012, the principal
amount [of ___________________Dollars]** [as set forth on the Schedule of
Increases or Decreases in Global Security annexed hereto]*.
Interest Payment Dates: January 31 and July 31.
Record Dates: January 15 and July 15.
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* Insert for Global Securities.
** Insert for Definitive Securities
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Additional provisions of this Security are set forth on the back of
this Security.
IN WITNESS WHEREOF, the parties have caused this instrument to be duly
executed.
ALAMOSA (DELAWARE), INC.,
by:
--------------------------------------
Name:
Title:
by:
--------------------------------------
Name:
Title:
[CORPORATE SEAL]
TRUSTEE'S CERTIFICATE OF
AUTHENTICATION
Dated:
--------------------
XXXXX FARGO BANK MINNESOTA, N.A.,
as Trustee, certifies
that this is one of
the Securities referred
to in the Indenture.
by:
-------------------------------------
Authorized Signatory
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[FORM OF BACK OF SECURITY]
8 1/2% Senior Note due 2012
[Insert the Global Security Legend(s), if applicable pursuant to the
provisions of the Indenture]
[Insert the Private Placement Legend, if applicable pursuant to the
provisions of the Indenture]
1. Interest
Alamosa (Delaware), Inc., a Delaware corporation (such corporation,
and its successors and assigns under the Indenture hereinafter referred to,
being herein called the "Company"), promises to pay interest on the principal
amount of this Security at the rate per annum shown above. The Company will pay
interest semiannually on January 31 and July 31 of each year, commencing July
31, 2004. Interest shall be computed on the basis of a 360-day year of twelve
30-day months. The Company shall pay interest on overdue principal at the rate
borne by the Securities plus 1% per annum, and it shall pay interest on overdue
installments of interest at the rate borne by the Securities to the extent
lawful.
2. Method of Payment
The Company will pay interest on the Securities (except defaulted
interest) to the Persons who are registered holders of Securities at the close
of business on January 15 or July 15 next preceding the interest payment date
even if Securities are canceled after the record date and on or before the
interest payment date. Holders must surrender Securities to a Paying Agent to
collect principal payments. The Company will pay principal and interest in money
of the United States of America that at the time of payment is legal tender for
payment of public and private debts. Payments in respect of the Securities
represented by a Global Security (including principal, premium and interest)
will be made by wire transfer of immediately available funds to the accounts
specified by the Depositary. The Company will make all payments in respect of a
Definitive Security (including principal, premium and interest), by mailing a
check to the registered address of each Holder thereof; provided, however, that
payments on the Securities may also be made, in the case of a Holder of at least
$1,000,000 aggregate principal amount of Securities, by wire transfer to a U.S.
dollar account maintained by the payee with a bank in the United States if such
Holder elects payment by wire transfer by giving written notice to the Trustee
or the Paying Agent to such effect designating such account no later than 30
days immediately preceding the relevant due date for payment (or such other date
as the Trustee may accept in its discretion).
3. Paying Agent and Registrar
Initially, Xxxxx Fargo Bank Minnesota, N.A., a national banking
association (the "Trustee"), will act as Paying Agent and Registrar. The Company
may appoint and change any Paying Agent, Registrar or co-registrar without
notice. The Company or any of its domestically incorporated Wholly Owned
Restricted Subsidiaries may act as Paying Agent, Registrar or co-registrar.
4. Indenture
The Company issued the Securities under an Indenture dated as of
January 20, 2004 (the "Indenture"), among the Company, the Subsidiary Guarantors
and the Trustee. The terms of the Securities include those stated in the
Indenture and those made part of the Indenture by reference to the Trust
Indenture Act of 1939 (15 U.S.C. xx.xx. 77aaa-77bbbb) as in effect on the date
of the Indenture (the "TIA"). Terms defined in the Indenture and not defined
herein have the meanings ascribed thereto in the Indenture. The Securities are
subject to all such terms, and Securityholders are referred to the Indenture and
the TIA for a statement of those terms. The Securities are senior unsecured
(subject to Section 4.05 of the Indenture) obligations of the Company.
Pursuant to the terms of the Indenture, the Subsidiary Guarantors
have, jointly and severally, unconditionally guaranteed (a) the full and
punctual payment of the principal of, and premium, if any, and interest on the
Securities when due, whether at maturity, by acceleration, by redemption or
otherwise, and all other monetary
obligations of the Company under the Indenture and the Securities, and (b) the
full and punctual performance within applicable grace periods of all other
obligations of the Company under the Indenture and the Securities, according to
the terms of the Securities and the Indenture. The Subsidiary Guaranties are
subordinated in right of payment to each Subsidiary Guarantor's obligations with
respect to Designated Senior Debt.
5. Optional Redemption
Except as set forth below, the Securities are not redeemable by the
Company prior to January 31, 2008. On and after that date, the Company may
redeem the Securities in whole at any time or in part from time to time at the
following redemption prices (expressed in percentages of principal amount), plus
accrued and unpaid interest, if any, to the redemption date (subject to the
right of Holders of record on the relevant record date to receive interest due
on the relevant interest payment date that is on or prior to the date of
redemption), if redeemed during the 12-month period beginning on or after
January 31 of the years set forth below:
Redemption
Period Price
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2008.................................................104.250%
2009.................................................102.125%
2010 and thereafter..................................100.000%
Notwithstanding the foregoing, on or prior to January 31, 2007 the
Company may redeem up to a maximum of 35% of the original aggregate principal
amount of the Securities issued with the proceeds from one or more Public Equity
Offerings, at a redemption price equal to 108.500% of the principal amount
thereof, plus accrued and unpaid interest thereon, if any, to the redemption
date (subject to the right of Holders of record on the relevant record date to
receive interest due on the relevant interest payment date that is on or prior
to the date of redemption); provided, however, that after giving effect to any
such redemption, at least 65% of the original aggregate principal amount of the
Securities remains outstanding. Any such redemption shall be made within 90 days
of such Public Equity Offering upon not less than 30 nor more than 60 days'
prior notice.
6. Sinking Fund
The Securities are not subject to any sinking fund.
7. Notice of Redemption
Notice of redemption will be mailed by first-class mail at least 30
days but not more than 60 days before the redemption date to each Holder of
Securities to be redeemed at his or her registered address. Securities in
denominations larger than $1,000 may be redeemed in part but only in whole
multiples of $1,000. If, on or prior to the redemption date, the Company shall
deposit with the Paying Agent (or, if the Company or a Wholly Owned Restricted
Subsidiary is the Paying Agent, shall segregate and hold in trust) money
sufficient to pay the redemption price of and accrued interest (subject to the
right of Holders of record on the relevant record date to receive interest due
on the related interest payment date that is on or prior to the date of
redemption) on all Securities to be redeemed on that date other than Securities
or portions of Securities called for redemption that have been delivered by the
Company to the Trustee for cancellation, interest will cease to accrue on the
Notes or the portions of Notes called for redemption or purchase, subject to
limited exceptions.
8. Repurchase of Securities at the Option of Holders upon Change of Control
Upon the occurrence of a Change of Control, each Holder of Securities
will have the right, subject to certain conditions specified in the Indenture,
to require the Company to make an offer to repurchase all or any part of the
Securities of such Holder at a purchase price equal to 101.0% of the principal
amount of the Securities to be repurchased plus accrued and unpaid interest, if
any, to the date of purchase (subject to the right of Holders of record on the
relevant record date to receive interest due on the relevant interest payment
date that is on or prior to the date of purchase) as provided in, and subject to
the terms of, the Indenture.
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9. Denominations; Transfer; Exchange
The Securities are in registered form without coupons in denominations
of $1,000 and integral multiples of $1,000. A Holder may transfer or exchange
Securities in accordance with the Indenture. Upon any transfer or exchange, the
Registrar or any co-registrar and the Trustee may require a Holder, among other
things, to furnish appropriate endorsements or transfer documents and to pay any
taxes required by law or permitted by the Indenture. The Registrar or
co-registrar need not register the transfer of or exchange any Securities
selected for redemption (except, in the case of a Security to be redeemed in
part, the portion of the Security not to be redeemed) or to transfer or exchange
any Securities for a period of 15 days prior to a selection of Securities to be
redeemed or 15 days before an interest payment date.
10. Persons Deemed Owners
Prior to due presentment for the registration of a transfer of this
Security, the Trustee, any Agent and the Company may deem and treat the Person
in whose name this Security is registered as the absolute owner of such Security
for the purpose of receiving payment of principal of and interest on such
Security and for all other purposes, and none of the Trustee, any Agent or the
Company shall be affected by notice to the contrary.
11. Unclaimed Money
Subject to any applicable abandoned property laws, if money for the
payment of principal, premium, if any, or interest remains unclaimed for two
years, the Trustee or Paying Agent shall pay the money back to the Company at
its written request. After any such payment, Holders entitled to the money must
look only to the Company and the Subsidiary Guarantors for payment as general
creditors and not to the Trustee or any Paying Agent.
12. Discharge and Defeasance
Subject to certain conditions, the Company at any time may terminate
some of or all its obligations under the Securities and the Indenture if the
Company deposits with the Trustee money or U.S. Government Obligations for the
payment of principal, premium, if any, and interest on the Securities to
redemption or maturity, as the case may be.
13. Amendment, Waiver
Subject to certain exceptions set forth in the Indenture, (i) the
Indenture or the Securities may be amended without prior notice to any
Securityholder but with the written consent of the Holders of at least a
majority in aggregate principal amount of the Securities then outstanding, and
(ii) the Holders of a majority in aggregate principal amount of the Securities
then outstanding by notice to the Trustee may waive an existing Default and its
consequences except (a) a Default in the payment of the principal of or the
premium, if any, or interest on a Security, or (b) a Default in respect of a
provision that under Section 9.02 of the Indenture cannot be amended without the
consent of each Securityholder affected. Subject to certain exceptions set forth
in the Indenture, without notice to or the consent of any Securityholder, the
Company and the Trustee may amend the Indenture or the Securities (i) to cure
any ambiguity, omission, defect or inconsistency; (ii) to comply with Article V
of the Indenture; (iii) to provide for uncertificated Securities in addition to
or in place of certificated Securities; (iv) to make any change in Article XI of
the Indenture that would limit or terminate the benefits available to any holder
of Designated Senior Debt (or representatives therefor) under Article XI of the
Indenture; (v) to add Guarantees with respect to the Securities or to release
Subsidiary Guarantors from Subsidiary Guaranties as provided in the Indenture;
(vi) to secure the Securities, to add to the covenants of the Company for the
benefit of the Holders or to surrender any right or power conferred in the
Indenture upon the Company; (viii) to comply with the requirements of the U.S.
Securities and Exchange Commission in connection with qualifying, or maintaining
the qualification of, the Indenture under the TIA; or (ix) to make any change
that does not adversely affect the rights of any Securityholder.
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14. Defaults and Remedies
If an Event of Default occurs and is continuing, the Trustee or the
Holders of at least 25% in aggregate principal amount of the Securities then
outstanding, subject to certain limitations, may declare all the Securities to
be immediately due and payable. Certain events of bankruptcy or insolvency are
Events of Default and shall result in the Securities being immediately due and
payable upon the occurrence of such Events of Default without any further act of
the Trustee or any Holder.
Holders of Securities may not enforce the Indenture or the Securities
except as provided in the Indenture. The Trustee may refuse to enforce the
Indenture or the Securities unless it receives reasonable indemnity or security.
Subject to certain limitations, Holders of a majority in aggregate principal
amount of the Securities then outstanding may direct the Trustee in its exercise
of any trust or power under the Indenture. The Holders of a majority in
aggregate principal amount of the Securities then outstanding, by written notice
to the Company and the Trustee, may rescind any declaration of acceleration and
its consequences if the rescission would not conflict with any judgment or
decree and if all existing Events of Default have been cured or waived except
nonpayment of principal or interest that has become due solely because of the
acceleration.
15. Trustee Dealings with the Company
Subject to certain limitations imposed by the TIA and the Indenture,
the Trustee under the Indenture, in its individual or any other capacity, may
become the owner or pledgee of Securities and may otherwise deal with and
collect obligations owed to it by the Company or its Affiliates and may
otherwise deal with the Company or its Affiliates with the same rights it would
have if it were not Trustee.
16. No Recourse Against Others
A director, officer, employee or stockholder, as such, of the Company
or any Subsidiary Guarantor shall not have any liability for any obligations of
the Company or any Subsidiary Guarantor under the Securities or the Indenture or
for any claim based on, in respect of or by reason of such obligations or their
creation. By accepting a Security, each Securityholder waives and releases all
such liability. The waiver and release are part of the consideration for the
issue of the Securities.
17. Authentication
This Security shall not be valid until an authorized signatory of the
Trustee (or an authenticating agent) manually signs the certificate of
authentication on the other side of this Security.
18. Abbreviations
Customary abbreviations may be used in the name of a Securityholder or
an assignee, such as TEN COM (=tenants in common), TEN ENT (=tenants by the
entireties), JT TEN (=joint tenants with rights of survivorship and not as
tenants in common), CUST (=custodian), and U/G/M/A (=Uniform Gift to Minors
Act).
19.......Governing Law
THIS SECURITY SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH,
THE LAWS OF THE STATE OF NEW YORK.
20. Additional Rights of Holders of Restricted Global Securities and Restricted
Definitive Securities.
In addition to the rights provided to Holders of Securities under the
Indenture, Holders of Restricted Global Securities and Restricted Definitive
Securities shall have all the rights set forth in the Registration Rights
Agreement dated as of January 20, 2004, among the Company, the Subsidiary
Guarantors and the other parties named on the signature pages thereof, or in the
case of Additional Securities, Holders thereof shall have the rights set forth
in one or more registration rights agreements, if any, among the Company, the
Subsidiary Guarantors and the other parties thereto, relating to rights given by
the Company and the Subsidiary Guarantors to the purchasers of any Additional
Securities.
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21. CUSIP Numbers
Pursuant to a recommendation promulgated by the Committee on Uniform
Security Identification Procedures, the Company has caused CUSIP numbers to be
printed on the Securities and has directed the Trustee to use CUSIP numbers in
notices of redemption as a convenience to Securityholders. No representation is
made as to the accuracy of such numbers either as printed on the Securities or
as contained in any notice of redemption, and reliance may be placed only on the
other identification numbers placed thereon.
THE COMPANY WILL FURNISH TO ANY HOLDER OF SECURITIES UPON WRITTEN
REQUEST AND WITHOUT CHARGE TO THE HOLDER A COPY OF THE INDENTURE WHICH HAS IN IT
THE TEXT OF THIS SECURITY. REQUESTS MAY BE MADE TO:
ALAMOSA (DELAWARE), INC.
0000 XXXXX XXXX 000
XXXXXXX, XXXXX 00000
TELECOPIER NO: (000) 000-0000
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ASSIGNMENT FORM
To assign this Security, fill in the form below:
I or we assign and transfer this Security to
(Print or type assignee's name, address and zip code)
(Insert assignee's soc. sec. or tax I.D. No.)
and irrevocably appoint agent to transfer this Security on the books
of the Company. The agent may substitute another to act for him.
------------------------------------------------------------
Date: Your Signature:
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(Sign exactly as your name appears on the other side of this Security. Signature
must be guaranteed by a participant in a recognized signature guaranty medallion
program or other signature guarantor acceptable to the Trustee.)
OPTION OF HOLDER TO ELECT PURCHASE
If you want to elect to have this Security purchased by the Company
pursuant to Section 4.07 (Asset Sale) or 4.14 (Change of Control) of the
Indenture, check the box:
[ ] Section 4.07 [ ] Section 4.14
If you want to elect to have only part of this Security purchased by
the Company pursuant to Section 4.07 or 4.14 of the Indenture, state the amount
that you elect to have purchased:
$
Date: Your Signature:
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(Sign exactly as your name appears on the other side of the Security)
Signature Guarantee:
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(Signature must be guaranteed by a participant in a
recognized signature guaranty medallion program or
other signature guarantor acceptable to the
Trustee.)
[TO BE ATTACHED TO GLOBAL SECURITIES]
SCHEDULE OF INCREASES OR DECREASES IN GLOBAL SECURITY
The initial principal amount of this Global Security is $ . The
following increases or decreases in this Global Security have been made:
Amount of decrease Amount of increase Principal Amount of Signature of
in Principal Amount in Principal Amount this Global Security authorized signatory
Date of of this Global of this Global following such of Trustee or
Exchange Security Security decrease or increase Securities Custodian
