Filed Pursuant to 424(b)(3)
Registration File No. 333-66358
ALAMOSA HOLDINGS, INC.
30,649,990 SHARES OF COMMON STOCK
------------
Supplement No. 11 to
Prospectus
------------
This prospectus supplement relates to the resale by selling
stockholders of up to 30,649,990 shares of our common stock that the
selling stockholders acquired from us in connection with our acquisitions
of companies formerly owned by them. We will not receive any of the
proceeds from the sale of any of these shares by the selling stockholders.
You should read this prospectus supplement in conjunction with the
prospectus dated September 28, 2001, filed by us with the Securities and
Exchange Commission, prospectus supplement no. 1, filed by us with the
Securities and Exchange Commission on October 18, 2001, prospectus
supplement no. 2, filed by us with the Securities and Exchange Commission
on October 30, 2001, prospectus supplement no. 3, filed by us with the
Securities and Exchange Commission on November 14, 2001, prospectus
supplement no. 4, filed by us with the Securities and Exchange Commission
on February 28, 2002, prospectus supplement no. 5, filed by us with the
Securities and Exchange Commission on March 29, 2002, prospectus supplement
no. 6, filed by us with the Securities and Exchange Commission on May 2,
2002, prospectus supplement no. 7, filed by us with the Securities and
Exchange Commission on May 15, 2002, prospectus supplement no. 8, filed by
us with the Securities and Exchange Commission on June 13, 2002, prospectus
supplement no. 9, filed by us with the Securities and Exchange Commission
on August 8, 2002 and prospectus supplement no. 10, filed by us with the
Securities and Exchange Commission on August 15, 2002. All terms used in
this prospectus supplement have the meaning assigned to them in the
prospectus. Our common stock is traded on The New York Stock Exchange under
the symbol "APS." On October 1, 2002, the last reported sale price of one
share of our common stock was $0.33.
These securities have not been approved or disapproved by the
Securities and Exchange Commission or any state securities commission nor
has the Securities and Exchange Commission or any state securities
commission passed upon the accuracy or adequacy of this prospectus
supplement. Any representation to the contrary is a criminal offense.
This supplement is part of the prospectus and must accompany the
prospectus to satisfy prospectus delivery requirements under the Securities
Act of 1933, as amended.
The date of this prospectus supplement is October 2, 2002.
RECENT DEVELOPMENTS
On October 1, 2002 we filed with the Securities and Exchange
Commission the attached Current Report on Form 8-K.
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
----------------
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of Earliest Event Reported): September 26, 2002
------------------
ALAMOSA HOLDINGS, INC.
---------------------------------------------
(Exact Name of Registrant as Specified in Charter)
------------------------------ -------------------------- --------------------
Delaware 0-32357 75-2890997
------------------------------ -------------------------- --------------------
(State or Other Jurisdiction (Commission File Number) (I.R.S. Employer
of Incorporation) Identification No.)
------------------------------ -------------------------- --------------------
5225 S. Loop 289, Lubbock, Texas 79424
(Address of Principal Executive Offices) (Zip Code)
(Registrant's Telephone Number, Including Area Code) (806) 722-1100
----------------
(Former Name or Former Address, if Changed Since Last Report)
ITEM 5. OTHER EVENTS
On September 26, 2002, Alamosa Holdings, Inc. entered into the Sixth
Amendment (the "Amendment") to the Amended and Restated Credit Agreement,
dated as of February 14, 2001, as amended and restated as of March 30, 2001,
among Alamosa Holdings, Inc., Alamosa (Delaware), Inc., Alamosa Holdings, LLC,
the Lenders party thereto, Export Development Corporation, as Co-Documentation
Agent, First Union National Bank, as Documentation Agent, Toronto Dominion
(Texas), Inc., as Syndication Agent, and Citicorp USA, Inc., as Administrative
Agent and Collateral Agent. A copy of the Amendment is attached as Exhibit
10.62 and is hereby incorporated by reference herein. On September 30, 2002
Alamosa Holdings, Inc. issued the press release attached hereto as Exhibit
99.1, and the information set forth in the press release is incorporated
herein by reference.
ITEM 7. FINANCIAL STATEMENT AND EXHIBITS.
(c) Exhibits
10.62 Sixth Amendment, dated as of September 26, 2002, to the
Amended and Restated Credit Agreement, dated as of February
14, 2001, as amended and restated as of March 30, 2001, among
Alamosa Holdings, Inc., Alamosa (Delaware), Inc., Alamosa
Holdings, LLC, the Lenders party thereto, Export Development
Corporation, as Co-Documentation Agent, First Union National
Bank, as Documentation Agent, Toronto Dominion (Texas), Inc.,
as Syndication Agent, and Citicorp USA, Inc., as
Administrative Agent and Collateral Agent.
99.1 Press Release Issued by Alamosa Holdings, Inc. on
September 30, 2002.
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act
of 1934, the registrant has duly caused this report to be signed on its behalf
by the undersigned hereunder duly authorized.
Dated: October 1, 2002
ALAMOSA HOLDINGS, INC.
By /s/ Kendall W. Cowan
------------------------
Name: Kendall W. Cowan
Title: Chief Financial Officer
EXHIBIT INDEX
10.62 Sixth Amendment, dated as of September 26, 2002, to the
Amended and Restated Credit Agreement, dated as of February
14, 2001, as amended and restated as of March 30, 2001, among
Alamosa Holdings, Inc., Alamosa (Delaware), Inc., Alamosa
Holdings, LLC, the Lenders party thereto, Export Development
Corporation, as Co-Documentation Agent, First Union National
Bank, as Documentation Agent, Toronto Dominion (Texas), Inc.,
as Syndication Agent, and Citicorp USA, Inc., as
Administrative Agent and Collateral Agent.
99.1 Press Release Issued by Alamosa Holdings, Inc. on September
30, 2002.
Exhibit 10.62
EXECUTION COPY
SIXTH AMENDMENT as of September 26, 2002 (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"), EXPORT DEVELOPMENT CORPORATION, as Co-
Documentation Agent, FIRST UNION NATIONAL BANK, as
Documentation Agent, TORONTO DOMINION (TEXAS), INC., as
Syndication Agent, and CITICORP USA, INC., as
Administrative Agent and Collateral Agent (the "Agent").
WHEREAS the Alamosa Parties have requested that certain
provisions of the Credit Agreement and the Security Agreement be amended in
the manner provided for in this Amendment, and the Required Lenders are
willing to agree to such amendments on the terms and conditions hereinafter
set forth.
NOW, THEREFORE, the parties hereto hereby agree as
follows:
1. Defined Terms. Capitalized terms used and not
defined herein shall have the meanings given to them in the
Credit Agreement, as amended hereby.
2. Amendments to Credit Agreement. (a) The
definition of "Applicable Rate" in Section 1.01 of the
Credit Agreement is amended by replacing the grid therein
with the following:
ABR Eurodollar
Leverage Ratio: Spread Spread
--------------- ------ ------
Category 1
----------
Initial Spread 3.25 4.25
Category 2
----------
Greater than or
equal to 9.0:1.0 3.00 4.00
Category 3
----------
Greater than or
equal to 8.0:1.0
and less than
9.0:1.0 2.75 3.75
Category 4
----------
Greater than or
equal to 6.0:1.0
and less than
8.0:1.0 2.50 3.50
Category 5
----------
Greater than or
equal to 5.0:1.0
and less than
6.0:1.0 2.25 3.25
Category 6 2.00 3.00
---------- ---- ----
Less than 5.0:1.0
(b) The definition of "Consolidated Cash Interest
Expense" in Section 1.01 of the Credit Agreement is amended by revising
clause (a)(i) to read in its entirety as follows:
"(i) the interest expense (including imputed interest
expense in respect of Capital Lease Obligations but excluding the
amount of cash interest payments made in respect of the Senior
Notes with funds in the interest escrow account established in
accordance with Section 6.02(a)(viii) or described on Schedule
6.02) of Alamosa Delaware and the Restricted Subsidiaries for such
period, determined on a consolidated basis in accordance with
GAAP,"
(c) Section 1.01 of the Credit Agreement is amended by
adding the following definitions in correct alphabetical order:
"'Restricted Cash' means, on any date, the amount of cash
and Permitted Investments of Alamosa Delaware and its Restricted
Subsidiaries on such date that is restricted or subject to any
Lien other than Liens arising under the Security Documents."
"'2002 Business Plan' means the revised business plans
covering periods through 2008 of Alamosa Delaware and the Borrower
distributed to the Lenders on or about September 11, 2002."
(d) Article II of the Credit Agreement is hereby amended
by adding the following sentence at the end of Section 2.01:
"Notwithstanding the foregoing, until such time as the Leverage
Ratio is less than or equal to 5.5 to 1.0 and the Borrower has
delivered consolidated financial statements pursuant to Section
5.01(a) or (b) demonstrating that such Leverage Ratio has been
attained, the aggregate amount of Revolving Exposure shall not
exceed $10,000,000 and the Borrower shall not be entitled to
request any Revolving Borrowing or any Letter of Credit (or
renewal, extension or amendment thereof) to the extent such
Revolving Borrowing or Letter of Credit (or renewal, extension or
amendment thereof), if made or issued, would result in the
aggregate amount of Revolving Exposure being greater
than $10,000,000."
(e) Section 2.10(c) of the Credit Agreement is hereby
amended by replacing each reference to the number "270" with a reference to
the number "90" and replacing the term "270-day" with the term "90-day".
(f) Article IV of the Credit Agreement is hereby amended
by adding the following new paragraphs to Section 4.02 thereof:
"(d) Immediately prior to giving effect to such Borrowing
or the issuance, amendment, renewal or extension of such Letter of
Credit, as applicable, the aggregate amount of the cash and
Permitted Investments of Alamosa Delaware and the Restricted
Subsidiaries (other than Restricted Cash) shall not exceed
$15,000,000.
(e) In the case of any Revolving Borrowing, the amount
thereof shall not be greater than such amount as is reasonably
necessary, after taking into account the amount of available cash
and Permitted Investments on hand (other than Restricted Cash),
anticipated cash receipts and the amount of cash and Permitted
Investments required to comply with Section 6.12(h), to satisfy
ordinary course payment obligations (other than any such
obligations to be paid with Restricted Cash) of Alamosa Delaware
and the Restricted Subsidiaries required to be paid during the
two-week period commencing on the date of such Borrowing.
(f) The Administrative Agent shall have received a
certificate, signed by the President, a Vice President or a
Financial Officer of the Borrower and in such detail as is
reasonably satisfactory to the Administrative Agent, setting forth
in reasonable detail the amount of cash and Permitted Investments
of Alamosa Delaware and the Restricted Subsidiaries on hand
(including the amount thereof consisting of Restricted Cash) and
identifying and quantifying their anticipated cash receipts and
disbursements during the two-week period commencing on the date of
such Borrowing (separately identifying any such disbursements to
be made from Restricted Cash)."
(g) Section 5.01 of the Credit Agreement is amended by:
(w) revising clause (a)(iii) to read as follows:
"(iii) at the time of delivery of the financial
statements set forth above for each fiscal year ended on or after
December 31, 2002, (A) a narrative summary containing a detailed
explanation of the financial performance of Alamosa Delaware and
its Restricted Subsidiaries for such fiscal year and the fiscal
quarter then ending as compared against the 2002
Business Plan and (B) a quantitative analysis containing a
detailed comparison of the financial performance of Alamosa
Delaware and its Restricted Subsidiaries for such fiscal year and
fiscal quarter as compared against the 2002 Business Plan, in each
case in form satisfactory to the Administrative Agent;"
(x) revising clause (b)(ii) to read as follows:
"(ii) each fiscal quarter ending on or after September
30, 2002, (A) a narrative summary containing a detailed
explanation of the financial performance of Alamosa Delaware and
its Restricted Subsidiaries for such financial quarter as compared
against the 2002 Business Plan and (B) a quantitative analysis
containing a detailed comparison of the financial performance of
Alamosa Delaware and its Restricted Subsidiaries for such fiscal
quarter as compared against the 2002 Business Plan in each case in
form satisfactory to the Administrative Agent;" and
(y) revising clause (c) to read as follows:
"(c) within 30 days after the end of each of the first
two fiscal months of each fiscal quarter of the Borrower ending on
or after September 30, 2002, its internal management report as of
the end of and for such fiscal month and the then elapsed portion
of the fiscal year, in the same form as delivered to management of
Alamosa Delaware and the Borrower and, in any event, including a
comparison of the financial performance of Alamosa Delaware and
its Restricted Subsidiaries for such fiscal month against the 2002
Business Plan;" and
(z) further deleting the word "and" at the end of clause
(g), redesignating existing clause (h) as clause (i) and adding a
new clause (h) to read as follows:
"(h) not later than 15 days after the last day of each
calendar month, a certificate of a Financial Officer of the
Borrower in reasonable detail identifying each account at which
any cash or Permitted Investments of Alamosa Delaware or any
Restricted Subsidiary is maintained and certifying as to the
amount of such cash and Permitted Investments in each such account
as of the last day of such calendar month (separately identifying
any such amounts that constitute Restricted Cash), it being
understood that such certificate may be delivered electronically;
and"
(h) Section 6.04 of the Credit Agreement is hereby
amended and restated in its entirety as follows:
"SECTION 6.04. Investments, Loans,
Advances, Guarantees and Acquisitions. Alamosa
Delaware will not, and will not permit any of its
Restricted Subsidiaries to, purchase, hold or
acquire any Investment, except:
(a) the Merger Transactions;
(b) Permitted Investments;
(c) Investments existing on the date
hereof and set forth on Schedule 6.04;
(d) Investments by Alamosa Delaware and its
Restricted Subsidiaries that are Loan Parties (other than
any Special Purpose Subsidiary) in Equity Interests in
their respective Restricted Subsidiaries that are Loan
Parties; provided that any such Equity Interests held by
a Loan Party shall be pledged pursuant to the Pledge
Agreement (subject to the limitations applicable to
common stock of a Foreign Subsidiary referred to in
Section 5.12);
(e) loans or advances made by Alamosa Delaware
to any Restricted Subsidiary that is a Loan Party and
made by any Restricted Subsidiary to Alamosa Delaware or
any other Restricted Subsidiary that is a Loan Party;
provided that any such loans and advances made by Alamosa
Delaware, the Borrower or any Subsidiary Loan Party, to
the extent evidenced by a promissory note, shall be
pledged pursuant to the Pledge Agreement;
(f) Guarantees constituting Indebtedness
permitted by Section 6.01; provided that no Indebtedness
of Restricted Subsidiaries that are not Loan Parties
shall be Guaranteed by
any Loan Party;
(g) Investments received in connection with the
bankruptcy or reorganization of, or settlement of
delinquent accounts and disputes with, customers and
suppliers, in each case in the ordinary course of
business;
(h) promissory notes and other non-cash
consideration received in connection with any asset sale
to the extent permitted by Section 6.05;
(i) loans, advances or extensions of credit to
employees, officers and directors made in the ordinary
course of business in an aggregate principal amount at
any time outstanding not to exceed $1,000,000;
(j) negotiable instruments held for collection
and operating lease, utility and workers' compensation,
performance and other similar deposits in the ordinary
course of business; and
(k) Investments in Hedging Agreements
permitted by Section 6.07."
(i) Section 6.08 of the Credit Agreement is hereby
amended by revising clause (a)(vi) in its entirety as
follows: "(vi) [intentionally deleted]".
(j) Section 6.12 of the Credit Agreement is hereby
amended and restated in its entirety as follows:
"SECTION 6.12. Certain Financial Covenants.
(a) Subscribers. Alamosa Delaware will
not permit the number of Subscribers on any date set
forth below to be less than the number of Subscribers set
forth opposite such date:
Date Minimum Subscribers
---- -------------------
March 31, 2001 163,150
June 30, 2001 261,700
September 30, 2001 342,200
December 31, 2001 427,400
March 31, 2002 482,500
June 30, 2002 536,000
September 30, 2002 575,000
December 31, 2002 610,000
March 31, 2003 620,000
(b) Covered Pops. Alamosa Delaware will
not permit the number of Covered Pops in the Service
Regions on any date set forth below to be less than the
Covered Pops set forth opposite such date:
Date Minimum Covered Pops
---- --------------------
March 31, 2001 6,800,000
June 30, 2001 9,400,000
September 30, 2001 9,700,000
December 31, 2001 9,800,000
March 31, 2002 9,900,000
June 30, 2002 9,900,000
September 30, 2002 9,900,000
December 31, 2002 9,900,000
March 31, 2003 9,900,000
(c) Aggregate Service Revenue. Alamosa
Delaware will not permit Aggregate Service Revenue
for any fiscal quarter ending on any date set forth below
to be less than the Aggregate Service Revenue set forth
opposite such date:
Minimum Aggregate Service
Date Revenue
---- -------
March 31, 2001 $30,190,000
June 30, 2001 $48,000,000
September 30, 2001 $70,977,000
December 31, 2001 $80,428,000
March 31, 2002 $83,750,000
June 30, 2002 $93,363,000
September 30, 2002 $103,355,000
December 31, 2002 $115,224,000
March 31, 2003 $120,000,000
(d) Consolidated EBITDA. (i) Alamosa
Delaware will not permit Consolidated EBITDA losses for
any fiscal quarter ending on or before June 30, 2002 to
be greater than the number set forth opposite such
quarter:
Revised
Maximum EBITDA Business Plan
Period Losses Forecast
------ ------ --------
January 1, 2001 through
March 31, 2001 $16,674,000 N/A
April 1, 2001 through
June 30, 2001 $14,895,000 N/A
July 1, 2001 through
September 30, 2001 $15,608,000 ($12,108,000)
October 1, 2001 through
December 31, 2001 $21,519,000 ($18,019,000)
January 1, 2002 through
March 31, 2002 $6,938,000 ($3,438,000)
April 1, 2002 through
June 30, 2002 $1,771,000 $1,729,000
; provided, however, that commencing with the fiscal quarter
ending December 31, 2001, the Maximum EBITDA Losses amount set
forth opposite any given fiscal quarter above shall be increased
by an amount (to the extent such amount is greater than zero)
equal to the sum of (i) an amount equal to $3,500,000 less the
amount, if any, by which the actual Consolidated EBITDA losses of
Alamosa Delaware for the immediately preceding fiscal quarter
exceed those forecast for such immediately preceding quarter in
the Revised Business Plan plus (ii) an amount (if positive) equal
to $3,500,000 less the amount, if any, by which the actual
Consolidated EBITDA losses of Alamosa Delaware for the fiscal
quarter two quarters prior to the current fiscal quarter exceed
those forecast for such previous fiscal quarter in the Revised
Business Plan; provided, further, however, that the maximum amount
by which the Maximum EBITDA Losses amount may be increased in any
fiscal quarter shall not exceed $3,500,000.
(ii) Alamosa Delaware will not permit Consolidated EBITDA for any
fiscal quarter ending on or after September 30, 2002 to be less
than the Minimum EBITDA number set forth opposite such period:
Revised
Business Plan
Period Minimum EBITDA Forecast
------ -------------- --------
July 1, 2002 through
September 30, 2002 $1,976,000 $4,311,000
October 1, 2002 through
December 31, 2002 $2,300,000 $2,319,000
January 1, 2003 through
March 31, 2003 $17,237,000
; provided, however, that the amount set forth opposite any given
fiscal quarter above shall be decreased by an amount (to the
extent such amount is greater than zero) equal to the sum of (i)
an amount equal to $3,500,000 less the amount, if any, by which
the Consolidated EBITDA of Alamosa Delaware forecast in the 2002
Business Plan for the immediately preceding fiscal quarter exceeds
the actual Consolidated EBITDA of Alamosa Delaware for such
immediately preceding quarter plus (ii) an amount (if positive)
equal to $3,500,000 less the amount, if any, by which the
Consolidated EBITDA of Alamosa Delaware forecast in the 2002
Business Plan for the fiscal quarter two quarters prior to the
current fiscal quarter exceeds the actual Consolidated EBITDA of
Alamosa Delaware for such previous fiscal quarter (or, in the case
of the fiscal quarter ending June 30, 2002, the amount, if any, by
which the actual Consolidated EBITDA losses of Alamosa Delaware
for such quarter exceed those forecast for such quarter in the
Revised Business Plan); provided, further, however, that the
maximum amount by which the Minimum EBITDA amount may be decreased
in any fiscal quarter shall not exceed $3,500,000.
(e) Senior Borrower Debt to Total Borrower
Capital. The Borrower will not permit the ratio of Senior Borrower
Debt to Total Borrower Capital as of the last day of any fiscal
quarter ending (i) on or prior to June 30, 2001 to exceed 0.35 to
1.00 and (ii) after June 30, 2001 and on or prior to March 31,
2003 to exceed 0.25 to 1.00.
(f) Total Indebtedness to Total Capital. Alamosa
Delaware will not permit the ratio of Total Indebtedness to Total
Capital as of the last day of any fiscal quarter ending on or
prior to March 31, 2003 to exceed 0.77 to 1.00.
(g) Capital Expenditures. Alamosa Delaware
will not permit the aggregate cumulative amount of Capital
Expenditures of Alamosa Delaware and its Restricted Subsidiaries
(excluding Capital Expenditures paid with Net Proceeds in respect
of Prepayment Events described in clause (a) or (b) of the
definition thereof) in respect of the period from January 1, 2001
through any date set forth below to exceed the amount set forth
opposite such date:
Period Amount
------ ------
September 30, 2001 $141,117,000
December 31, 2001 $156,149,000
March 31, 2002 $190,349,000
June 30, 2002 $222,601,000
September 30, 2002 $227,937,000
December 31, 2002 $233,322,000
March 31, 2003 $246,508,000
(h) Minimum Liquidity. The Borrower will not on
any date permit the aggregate amount of cash and Permitted
Investments of the Borrower and the Restricted Subsidiaries (other
than Restricted Cash) to be less than $10,000,000.
(i) Senior Leverage Ratio. Alamosa Delaware will
not permit the Senior Leverage Ratio as of any date during any
period set forth below to exceed the ratio set forth opposite such
period:
Period Ratio
------ -----
March 31, 2003 through
June 29, 2003 5.25 to 1.00
June 30, 2003 through
September 29, 2003 2.75 to 1.00
September 30, 2003
through March 30, 2004 2.50 to 1.00
March 31, 2004 and
thereafter 2.00 to 1.00
(j) Leverage Ratio. Alamosa Delaware will
not permit the Leverage Ratio as of any date during any
period set forth below to exceed the ratio set forth
opposite such period:
Period Ratio
------ -----
March 31, 2003 through 23.00 to 1.00
June 29, 2003
June 30, 2003 through 12.00 to 1.00
September 29, 2003
September 30, 2003 through 11.00 to 1.00
December 30, 2003
December 31, 2003 through 10.75 to 1.00
March 30, 2004
March 31, 2004 through 8.00 to 1.00
June 29, 2004
June 30, 2004 through 6.25 to 1.00
September 29, 2004
September 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 5.00 to 1.00
June 29, 2005
June 30, 2005 through 4.50 to 1.00
September 29, 2005
September 30, 2005 through 4.25 to 1.00
December 30, 2005
December 31, 2005 and 4.00 to 1.00
thereafter
(k) Fixed Charges Ratio. Alamosa Delaware will
not permit the ratio of (i) Annualized EBITDA to (ii) Consolidated
Fixed Charges for any period of four consecutive fiscal quarters
ending on any date during any period set forth below to be less
than the ratio set forth below opposite such period:
Period Minimum Ratio
------ -------------
April 1, 2003 through 1.10 to 1.00
March 31, 2004
April 1, 2004 through 1.15 to 1.00
June 30, 2005
July 1, 2005 through 1.05 to 1.00
March 31, 2006
April 1, 2006 through 1.10 to 1.00
December 31, 2006
January 1, 2007 and 1.25 to 1.00
thereafter
(l) Interest Expense Coverage Ratio.
Alamosa Delaware will not permit the ratio of (a) Annualized
EBITDA to (b) Consolidated Cash Interest Expense for any period
of four consecutive fiscal quarters ending on any date during any
period set forth below to be less than the ratio set forth below
opposite such period:
Period Ratio
------ -----
January 1, 2003 through 2.00 to 1.00
March 31, 2003
April 1, 2003 through 2.25 to 1.00
December 31, 2003
January 1, 2004 through 2.00 to 1.00
March 31, 2004
April 1, 2004 through 2.50 to 1.00
June 30, 2004
July 1, 2004 through 2.35 to 1.00
September 30, 2004
October 1, 2004 through 2.40 to 1.00
December 31, 2004
January 1, 2005 through 2.50 to 1.00
December 31, 2006
January 1, 2007 and 3.00 to 1.00
thereafter
(m) Pro Forma Debt Service. Alamosa Delaware
will not permit the ratio of (i) Annualized EBITDA for any fiscal
quarter ending on any date during any period set forth below to
(ii) Pro Forma Debt Service as of the last day of such fiscal
quarter to be less than the ratio set forth below opposite such
period:
Period Ratio
------ -----
April 1, 2003 through 1.10 to 1.00
June 30, 2003
July 1, 2003 through 1.00 to 1.00
December 31, 2003
January 1, 2004 through 1.20 to 1.00
March 31, 2004
April 1, 2004 through 1.25 to 1.00
December 31, 2005
January 1, 2006 and 1.50 to 1.00"
thereafter
(k) Article VI of the Credit Agreement is further amended
by adding new Sections 6.15 and 6.16 to read as follows:
"SECTION 6.15. Indenture Debt Payments. The
Borrower and Alamosa Delaware will not permit any
portion of the proceeds of Borrowings under this
Agreement to be used to pay principal, interest or
other amounts in respect of any Indebtedness issued
under or governed by the Alamosa Delaware Indentures.
SECTION 6.16. Pledge of Cash and Permitted
Investments. The Borrower and Alamosa Delaware will
not on any date permit the amount of cash and Permitted
Investments of Alamosa Delaware and the Restricted
Subsidiaries (other than Restricted Cash) which is not
held in a deposit or securities account subject to an
effective control agreement in favor of the Collateral
Agent entered into in accordance with Section 4.14 or
Section 4.15 of the Security Agreement to exceed
$2,500,000."
3. Amendments to the Security Agreement. (a) The
definition of "Excluded Asset" in Section 1.02 of the
Security Agreement is amended and restated in its entirety
as follows:
"'Excluded Asset' shall mean (a) any asset subject to a
Lien permitted pursuant to Section 6.02 of the Credit Agreement to
the extent the agreement creating such Lien or the Indebtedness
secured by such Lien prohibits the granting of a secured Lien on
such asset; provided that upon the termination of all prior Liens
on any of the foregoing assets, such asset shall cease to be an
Excluded Asset and (b) the custody account that is pledged to
Wells Fargo Bank Minnesota, N.A., as collateral agent for the
benefit of the holders of Alamosa Delaware's 12-8/8% Senior
Discount Notes due 2010 and its 12-1/2% Senior Notes due 2011 and
(c) the interest escrow account established in accordance with
Section 6.02(a)(viii) of the Credit Agreement."
(b) Article IV of the Security Agreement is hereby
amended by adding the following Section 4.14 at the end thereof:
"SECTION 4.14 Deposit and Securities Accounts.
For each deposit account that any Grantor at any time opens or
maintains, as well as any account through which any Grantor holds
Permitted Investments through a financial intermediary, such
Grantor shall, at the Collateral Agent's request and option,
pursuant to an agreement in form and substance satisfactory to
the Collateral Agent, either (a) cause the depositary bank or
financial intermediary to agree to comply at any time with
instructions from the Collateral Agent to such depositary bank or
financial intermediary directing the disposition of funds or
Permitted Investments from time to time credited to such account,
without further consent of such Grantor, or (b) arrange for the
Collateral Agent to become the customer of the depositary bank or
financial intermediary with respect to the account, with the
Grantor being permitted, only with the consent of the Collateral
Agent, to exercise rights to withdraw funds or assets from such
account; provided, however, that the Collateral Agent's exercise
of remedies under such agreements shall be limited to periods
when an Event of Default has occurred and is continuing. The
provisions of this paragraph shall not apply to (i) any account
for which any Grantor, the depositary bank or financial
intermediary and the Collateral Agent have entered into a
collateral agreement specially negotiated among such Grantor, the
depositary bank or financial intermediary and the Collateral
Agent for the specific purpose set forth therein, (ii) the
interest escrow account established in accordance with Section
6.02(a)(viii) of the Credit Agreement or described on Schedule
6.02 of the Credit Agreement, (iii) accounts for which the
Collateral Agent is the depositary and (iv) accounts holding in
the aggregate less than $2,500,000".
4. Effect of Amendment. Except as expressly set
forth herein, this Amendment shall not by implication or otherwise
limit, impair, constitute a waiver of, or otherwise affect the
rights or remedies of the Lenders, the Collateral Agent, the
Syndication Agent, the Co-Documentation Agent, the Documentation
Agent or the Administrative Agent under the Credit Agreement, as
amended by this Amendment, or any other Loan Document, and shall
not alter, modify, amend or in any way affect any of the terms,
conditions, obligations, covenants or agreements contained in the
Credit Agreement, as amended by this Amendment, or any other Loan
Document, all of which are ratified and affirmed in all respects
and shall continue in full force and effect. Nothing herein shall
be deemed to entitle the Alamosa Parties to a consent to, or a
waiver, amendment, modification or other change of, any of the
terms, conditions, obligations, covenants or agreements contained
in the Credit Agreement, as amended by this Amendment, or any
other Loan Document in similar or different circumstances. This
Amendment shall apply and be effective only with respect to the
provisions of the Credit Agreement set forth herein. After the
date hereof, any reference to the Credit Agreement shall mean the
Credit Agreement as modified hereby. This Amendment shall
constitute a "Loan Document" for all purposes of the Credit
Agreement and the other Loan Documents.
5. Representations and Warranties. Each of the
Alamosa Parties hereby represents and warrants to the Agent
and the Lenders as of the date hereof as follows:
(a) No Default or Event of Default has occurred and is
continuing.
(b) The execution, delivery and performance by the
Alamosa Parties of this Amendment have been duly authorized by all
necessary corporate and other action and do not and will not require any
registration with, consent or approval of, notice to or action by, any
person (including any governmental agency) in order to be effective and
enforceable. The Credit Agreement as amended by this Amendment constitutes
the legal, valid and binding obligation of each of the Alamosa Parties,
enforceable against it in accordance with its terms, subject to applicable
bankruptcy, insolvency, reorganization, moratorium or other laws affecting
creditors' rights generally and subject to general principles of equity,
regardless of whether considered in a proceeding in equity or at law.
(c) All representations and warranties of the Alamosa
Parties contained in Article III of the Credit Agreement (other than
representations or warranties expressly made only on and as of the
Restatement Effective Date) are true and correct in all material respects
as of the date hereof.
6. Effectiveness. This Amendment shall become effective
(the "Amendment Effective Date") only upon satisfaction of the following
conditions prior to 5:00 p.m., New York time on September 27, 2002:
(i) the Agent shall have received counterparts hereof
duly executed and delivered by the Alamosa Parties and the
Required Lenders;
(ii) the Administrative Agent shall have received such
opinions and certificates from the Alamosa Parties as it may
reasonably request in form reasonably satisfactory to its counsel;
(iii) the Borrower shall have paid an amendment fee to
each Lender that has delivered an executed counterpart of this
Amendment to the Agent by the Amendment Effective Date, equal to
.375% of the aggregate amount of such Lender's Term Loans,
Revolving Exposure and unutilized Commitments (such payment to be
made by wire transfer of immediately available funds to the Agent
for the respective accounts of such Lenders); and
(iv) the Borrower shall have paid or reimbursed all
out-of-pocket expenses of the Administrative Agent, to the extent
invoiced, that are subject to payment or reimbursement pursuant to
Section 7 of this Amendment or Section 9.03 of the Credit
Agreement.
7. Expenses. The Alamosa Parties, jointly and severally,
agree to reimburse the Agent for its out-of-pocket expenses in connection
with this Amendment, including the reasonable fees, charges and
disbursements of Cravath, Swaine & Moore, counsel for the Agent.
8. Interest Accruals. Interest and fees calculated on the
basis of the "Applicable Rate" under the Credit Agreement will accrue (i)
in respect of all periods prior to the Amendment Effective Date based on
the Applicable Rate in effect prior to the effectiveness of this Amendment
and (ii) in respect of all periods on or after the Amendment Effective Date
based on the Applicable Rate as amended by this Amendment.
9. GOVERNING LAW; COUNTERPARTS. (a) THIS AMENDMENT AND
THE RIGHTS AND OBLIGATIONS OF THE PARTIES HERETO SHALL BE GOVERNED BY AND
CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK.
(b) This Amendment may be executed in any number of
counterparts and by different parties hereto on separate counterparts, each
of which when so executed and delivered shall be deemed an original, but
all of which together shall constitute a single instrument. Delivery of an
executed counterpart of a signature page of this Amendment by facsimile
transmission shall be as effective as delivery of a manually executed
counterpart hereof.
IN WITNESS WHEREOF, the parties hereto have caused this
Amendment to be duly executed and delivered by their respective proper and
duly authorized officers as of the day and year first above written.
ALAMOSA HOLDINGS, INC.,
by
/s/ David E. Sharbutt
--------------------------
Name: David E. Sharbutt
Title: Chairman and CEO
ALAMOSA (DELAWARE), INC.,
by /s/ David E. Sharbutt
-----------------------
/s/ David E. Sharbutt
Name: David E. Sharbutt
Title: Chairman and CEO
ALAMOSA HOLDINGS, LLC,
by /s/ David E. Sharbutt
-----------------------
/s/ David E. Sharbutt
Name: David E. Sharbutt
Title: President
EACH OF THE GRANTORS LISTED ON
SCHEDULE I HERETO
by /s/ Kendall Cowan
-------------------------
/s/ Kendall Cowan
Name: Kendall Cowan
Title: Authorized Officer
CITICORP USA, INC., individually and
as Administrative Agent,
by /s/ John P. Judge
------------------------
/s/ John P. Judge
Name: John P. Judge
Title: Vice President
SIGNATURE PAGE to
SIXTH AMENDMENT,
dated as of September 26, 2002
to ALAMOSA HOLDINGS, LLC
AMENDED AND RESTATED CREDIT AGREEMENT
To approve the Sixth Amendment:
Name of Institution: Societe Generele
------------------------------------------
by /s/ William A. Sinsigalli
--------------------------
Name: William A. Sinsigalli
Title: Managing Director
SIGNATURE PAGE to
SIXTH AMENDMENT,
dated as of September 26, 2002
to ALAMOSA HOLDINGS, LLC
AMENDED AND RESTATED CREDIT AGREEMENT
To approve the Sixth Amendment:
Name of Institution: Nomura Bond and Loan Fund
-------------------------------------------
by: UFJ Trust Company of New York
as Trustee
by: Nomura Corporate Research and
Asset Management Inc.
Attorney in Fact
by /s/ Elizabeth Maclean
-----------------------
Name: Elizabeth Maclean
Title: Vice President
SIGNATURE PAGE to
SIXTH AMENDMENT,
dated as of September 26, 2002
to ALAMOSA HOLDINGS, LLC
AMENDED AND RESTATED CREDIT AGREEMENT
To approve the Sixth Amendment:
Name of Institution: Clydesdale CLO 2001-1, Ltd.
-------------------------------------------
Nomura Corporate Research and
Asset Management Inc. as
Collateral Manager
by /s/ Elizabeth Maclean
-----------------------------
Name: Elizabeth Maclean
Title: Vice President
SIGNATURE PAGE to
SIXTH AMENDMENT,
dated as of September 26, 2002
to ALAMOSA HOLDINGS, LLC
AMENDED AND RESTATED CREDIT AGREEMENT
To approve the Sixth Amendment:
Name of Institution: Bank of Nova Scotia
-------------------------------------------
by /s/ Stephen C. Levi
------------------------------
Name: Stephen C. Levi
Title: Authorized Signatory
SIGNATURE PAGE to
SIXTH AMENDMENT,
dated as of September 26, 2002
to ALAMOSA HOLDINGS, LLC
AMENDED AND RESTATED CREDIT AGREEMENT
To approve the Sixth Amendment:
Name of Institution: Fortis Capital Corp.
-------------------------------------------
by /s/ Alan E. McLintock
------------------------------------
Name: Alan E. McLintock
Title: Managing Director
by /s/ Anthony Ciralilo
-----------------------------------
Name: Anthony Ciralilo
Title: Assistant Vice President
SIGNATURE PAGE to
SIXTH AMENDMENT,
dated as of September 26, 2002
to ALAMOSA HOLDINGS, LLC
AMENDED AND RESTATED CREDIT AGREEMENT
To approve the Sixth Amendment:
Name of Institution: HarburView CLO IV, Ltd.
------------------------------
by /s/ Lisa Chaffee
---------------------------
Name: Lisa Chaffee
Title: Manager
SIGNATURE PAGE to
SIXTH AMENDMENT,
dated as of September 26, 2002
to ALAMOSA HOLDINGS, LLC
AMENDED AND RESTATED CREDIT AGREEMENT
To approve the Sixth Amendment:
Name of Institution: Oppenheimer Senior Floating Rate Fund
-------------------------------------------
by /s/ Lisa Chaffee
------------------------------
Name: Lisa Chaffee
Title: Manager
SIGNATURE PAGE to
SIXTH AMENDMENT,
dated as of September 26, 2002
to ALAMOSA HOLDINGS, LLC
AMENDED AND RESTATED CREDIT AGREEMENT
To approve the Sixth Amendment:
Name of Institution: Wachovia Bank, N.A.
f/k/a First Union National Bank
---------------------------------
by /s/ Mark L. Cook
------------------------------
Name: Mark L. Cook
Title: Director
SIGNATURE PAGE to
SIXTH AMENDMENT,
dated as of September 26, 2002
to ALAMOSA HOLDINGS, LLC
AMENDED AND RESTATED CREDIT AGREEMENT
To approve the Sixth Amendment:
Name of Institution: WESTLB AG (formerly
Westdeutsche Landesbank Girozentrale)
---------------------------------------
by /s/ Peter Stevenson
------------------------------
Name: Peter Stevenson
Title: Director
by /s/ David Yu
------------------------------
Name: David Yu
Title: Associate Director
SIGNATURE PAGE to
SIXTH AMENDMENT,
dated as of September 26, 2002
to ALAMOSA HOLDINGS, LLC
AMENDED AND RESTATED CREDIT AGREEMENT
To approve the Sixth Amendment:
Name of Institution: Toronto Dominion (Texas), Inc.
-------------------------------
by /s/ Jano Nixon
------------------------------
Name: Jano Nixon
Title: Vice President
SIGNATURE PAGE to
SIXTH AMENDMENT,
dated as of September 26, 2002
to ALAMOSA HOLDINGS, LLC
AMENDED AND RESTATED CREDIT AGREEMENT
To approve the Sixth Amendment:
Name of Institution: Franklin Floating Rate Trust
Franklin Floating Rate Master Series
------------------------------------
by /s/ Richard D'Addario
-----------------------------
Name: Richard D'Addario
Title: Vice President
SIGNATURE PAGE to
SIXTH AMENDMENT,
dated as of September 26, 2002
to ALAMOSA HOLDINGS, LLC
AMENDED AND RESTATED CREDIT AGREEMENT
To approve the Sixth Amendment:
Name of Institution: General Electric Capital Corporation
------------------------------------
by /s/ Brian P. Ward
-----------------------------
Name: Brian P. Ward
Title: Manager-Operations
SIGNATURE PAGE to
SIXTH AMENDMENT,
dated as of September 26, 2002
to ALAMOSA HOLDINGS, LLC
AMENDED AND RESTATED CREDIT AGREEMENT
To approve the Sixth Amendment:
Name of Institution: IBM Credit Corporation
----------------------
by /s/ Thomas S. Curcio
-----------------------
Name: Thomas S. Curcio
Title: Manager of Credit
SIGNATURE PAGE to
SIXTH AMENDMENT,
dated as of September 26, 2002
to ALAMOSA HOLDINGS, LLC
AMENDED AND RESTATED CREDIT AGREEMENT
To approve the Sixth Amendment:
Name of Institution: Export Development Canada
-------------------------
by /s/ Lynda Bernst
-----------------------------
Name: Lynda Bernst
Title: IT Portfolio Manager
by /s/ Robert Kelly
-----------------------------
Name: Robert Kelly
Title: Financial Services Manager
SCHEDULE I
-------------------------------------------------------------------------------
Texas Telecommunications, LP
Alamosa Properties, L.P.
Alamosa Wisconsin Limited
Partnership
Alamosa (Wisconsin) Properties,
LLC
Alamosa Delaware GP, LLC Alamosa Wisconsin GP, LLC Alamosa Finance, LLC
Alamosa Limited, LLC Alamosa PCS, Inc.
Alamosa Holdings, LLC
Alamosa Missouri, LLC
Alamosa Missouri Properties, LLC
Washington Oregon Wireless, LLC
Washington Oregon Wireless
Properties, LLC
Washington Oregon Wireless
Licenses, LLC
Southwest PCS, L.P.
SWGP, LLC
SWLP, LLC
Southwest PCS Properties, LLC
Southwest PCS Licenses, LLC
Exhibit 99.1
Alamosa Announces Agreement With Senior Lenders
o Provides preliminary third quarter 2002 estimates for net subscriber
additions and churn
o Provides updated guidance for balance of 2002
LUBBOCK, Texas (September 30, 2002) - Alamosa Holdings, Inc. (NYSE: APS), the
largest PCS Affiliate of Sprint (NYSE: FON, PCS) based on number of
subscribers, today announced it has reached an agreement with its senior
lending group to modify certain financial covenants in its $225 million senior
secured credit facility. Alamosa is also providing preliminary third quarter
estimates for net subscriber additions and customer churn and updating its
guidance for the remainder of 2002.
"Given the challenging environment for subscriber growth, we felt it was
necessary to work proactively with our lenders to address marketplace concerns
about compliance with covenants under our senior secured credit facility,"
said David E. Sharbutt, Chairman & Chief Executive Officer of Alamosa
Holdings, Inc. "We are extremely pleased with the total support of our senior
lending group. This agreement should alleviate investor concern over future
covenant issues for Alamosa. It also provides good operating flexibility as we
execute our business plan and focus on achieving our next important milestone
of positive free cash flow in 2003."
The new agreement modifies certain covenants, including the minimum subscriber
covenant for September 30, 2002 and December 31, 2002, which were revised to
575,000 and 610,000 respectively. The agreement also modifies other covenants
for the year ending December 31, 2003 and increases the interest rate paid by
25 basis points. For amendment details, see the Company's Form 8-K to be filed
with the Securities and Exchange Commission, which will include the text of
the amendment as an exhibit.
Alamosa also announced that it estimates net subscriber additions for third
quarter will be approximately 19,000 with customer churn estimated to be
approximately 3.7 percent. "We are pleased to have delivered third quarter net
subscriber additions, bringing our subscriber base to approximately 590,000.
We are working very hard to get our churn down to manageable levels and
returning to a more normal rate of net subscriber additions," said Mr.
Sharbutt.
Alamosa also is providing the following updated 2002 full year guidance:
o Ending subscribers in the range of 610,000 to 620,000, a reduction from
previous guidance of 693,000 to 713,000 subscribers.
o Customer churn decreasing in the fourth quarter.
o Full-year EBITDA within the range of $10 to $20 million.
o ARPU to remain stable.
o Capital expenditures of $75 million.
Alamosa continues to expect to be over funded in excess of $50 million at the
point of becoming free cash flow positive in 2003.
About Alamosa
Alamosa Holdings, Inc. is the largest PCS Affiliate of Sprint based on number
of subscribers. Alamosa has the exclusive right to provide digital wireless
mobile communications network services under Sprint's PCS division throughout
its designated territory located in Texas, New Mexico, Oklahoma, Arizona,
Colorado, Utah, Wisconsin, Minnesota, Missouri, Washington, Oregon, Arkansas,
Kansas, Illinois and California. Alamosa's territory includes licensed
population of 15.8 million residents.
About Sprint
Sprint operates the nation's largest all-digital, all-PCS wireless network,
already serving more than 4,000 cities and communities across the country.
Sprint has licensed PCS coverage of more than 280 million people in all 50
states, Puerto Rico and the U.S. Virgin Islands. In August 2002, Sprint became
the first wireless carrier in the country to launch next generation services
nationwide delivering faster speeds and advanced applications on
Vision-enabled Phones and devices. For more information on products and
services, visit www.sprint.com/mr. Sprint PCS is a wholly-owned tracking stock
of Sprint Corporation trading on the NYSE under the symbol "PCS." Sprint is a
global communications company with approximately 75,000 employees worldwide
and $26 billion in annual revenues and is widely recognized for developing,
engineering and deploying state-of-the art network technologies.
Statements contained in this news release that are forward-looking statements,
such as statements containing terms such as can, may, will, expect, plan, and
similar terms, are subject to various risks and uncertainties. Such
forward-looking statements are made pursuant to the "safe-harbor" provisions
of the private Securities Litigation Reform Act of 1995 and are made based on
management's current expectations or beliefs as well as assumptions made by,
and information currently available to, management. A variety of factors could
cause actual results to differ materially from those anticipated in Alamosa's
forward-looking statements, including the following factors: Alamosa's
dependence on its affiliation with Sprint PCS; shifts in populations or
network focus; changes or advances in technology; changes in Sprint's national
service plans or fee structure with us; change in population; difficulties in
network construction; increased competition in our markets; failure to
consummate anticipated acquisitions and adverse changes in financial position,
condition or results of operations. For a detailed discussion of these and
other cautionary statements and factors that could cause actual results to
differ from Alamosa's forward-looking statements, please refer to Alamosa's
filings with the Securities and Exchange Commission, especially in the "risk
factors" sections of Alamosa's Annual Report on Form 10-K for the year ended
December 31, 2001 and in subsequent filings with the Securities and Exchange
Commission.