exv4w2w4



 






Exhibit 4.2.4




11% NOTES




GUARANTEE




     This
GUARANTEE (this “Guarantee”), dated as of ______ ___, 2006, is entered into
by Sprint Nextel Corporation, a Kansas corporation (“Sprint Nextel”), in favor of each
holder (“Holder”) of the 11% Senior Notes due 2010 (the “Securities”), and Wells
Fargo Bank, N.A. (as successor by consolidation with Wells Fargo Bank Minnesota, N.A.), a national
banking association, as Trustee under the Indenture referred to below (the “Trustee”).



     WHEREAS, Alamosa (Delaware), Inc., a Delaware corporation (“Alamosa”), issued the
Securities pursuant to that certain Indenture, dated as of November 10, 2003, among Alamosa, the
subsidiary guarantors named therein and the Trustee (the “Indenture”);



     WHEREAS, Alamosa is a wholly-owned subsidiary of Sprint Nextel;




     WHEREAS, the Board of Directors of Sprint Nextel has determined it to be in the best interest
of Sprint Nextel to guarantee all of Alamosa’s payment obligations under the Securities and all
other monetary obligations of Alamosa under the Indenture and the Securities;



     WHEREAS, Sprint Nextel desires to enter into this Guarantee on the terms and conditions set
forth herein; and



     WHEREAS, all capitalized terms used but not defined herein shall have the meanings given to
such terms in the Indenture.



     NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which is
hereby acknowledged, Sprint Nextel hereby agrees as follows:



     1. Sprint Nextel hereby jointly and severally, with any other Person who may also guarantee
the Guaranteed Obligations (defined below), unconditionally and irrevocably guarantees, on a senior
unsecured basis, as a primary obligor and not as a surety, to each Holder of Securities and to the
Trustee and its successors and assigns, the full and punctual payment when due, whether at
maturity, by acceleration, redemption or otherwise, of the principal of and interest on, if any,
the Securities, only if lawful, and all other monetary obligations of Alamosa under the Indenture,
in so far as such monetary obligations relate to the Securities (collectively, the “Guaranteed
Obligations”). Sprint Nextel further agrees that the Guaranteed Obligations may be extended or
renewed, in whole or in part, without notice or further assent from Sprint Nextel, and Sprint
Nextel shall remain bound under this Guarantee, notwithstanding any such extension or renewal.
Failing payment when due of any amount so guaranteed for whatever reason, Sprint Nextel will be
obligated to pay the same in full, or cause to be duly and punctually paid in full, without any
demand or notice whatsoever.



     2. Sprint Nextel hereby waives presentation to, demand of payment from and protest to, Alamosa
of any of the Guaranteed Obligations, and also waives notice of protest for nonpayment. Sprint
Nextel also hereby waives notice of any default by Alamosa under the Securities or the Indenture.
Sprint Nextel agrees that its obligations under this Guarantee shall be continuing, absolute, full
and unconditional under any and all circumstances, to the fullest



 









 




extent permitted by applicable law, and shall not be discharged except by payment in full of
the Securities, irrespective of:





     (a) the value, genuineness, regularity, validity, enforceability, avoidance,
subordination, discharge or disaffirmance of any of the Guaranteed Obligations, the
Securities or the Indenture, or the absence of any action to enforce the same;




     (b) any extension or waiver, at any time or from time to time, without notice to Sprint
Nextel, of the time for compliance by Alamosa with any of its obligations under the
Securities or the Indenture;




     (c) any substitution, release or exchange of any other guarantee of or security for any
obligations of Alamosa under the Securities or the Indenture;




     (d) any recission, amendment or modification to any of the terms or provisions of the
Securities or the Indenture;




     (e) any law, regulation or order of any jurisdiction affecting any term of any of the
Securities or the Indenture or the rights of any Holder of Securities or the Trustee with
respect thereto;




     (f) any failure to obtain any authorization or approval from, or other action by, to
notify, or to file anything with, any governmental authority or regulatory body required in
connection with the performance of this Guarantee by Sprint Nextel;




     (g) the failure by any Holder of Securities or the Trustee to assert any claim or
demand or to exercise any right or remedy against Alamosa or any other guarantor of the
Guaranteed Obligations or any other Person;




     (h) the failure by any Holder of Securities or the Trustee to exercise any right or
remedy against any collateral securing any of the Guaranteed Obligations; or




     (i) any other circumstance whatsoever that might otherwise constitute a defense to or a
legal or equitable discharge of Sprint Nextel’s obligations, in its capacity as guarantor,
under this Guarantee.



     3. Sprint Nextel’s obligations under this Guarantee shall not be limited by any valuation,
estimation or disallowance made in connection with any proceedings filed by or against Sprint
Nextel under the United States Bankruptcy Code of 1978, as amended (the “Bankruptcy Code”),
whether pursuant to Section 502 of the Bankruptcy Code or any other section thereof. Sprint Nextel
further agrees that, in its capacity as guarantor, none of the Holders of Securities shall be under
any obligation to marshall any assets in favor of or against or in payment of any or all of the
Guaranteed Obligations or the Securities. To the extent that Sprint Nextel makes a payment or
payments on any or all of the Guaranteed Obligations and such payment or payments (or any part
thereof) is or are subsequently invalidated, declared to be fraudulent or preferential, set aside
or required to be repaid to Sprint Nextel, its estate, trustee or receiver or any other party,
including, without limitation, Sprint Nextel, under any bankruptcy law, state or federal law,
common law or equitable cause, then to the extent of such payment or



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repayment, the Guaranteed Obligations (or, if applicable, such part thereof as had been paid,
reduced or satisfied by such amount), shall be reinstated and revived and continued in full force
and effect as of the date such initial payment, reduction or satisfaction occurred. Sprint Nextel
waives all set-offs, counterclaims, reductions and diminutions of any obligation, and any defense
of any kind or nature (other than payment of the Guaranteed Obligations), that Sprint Nextel may
have or assert against Alamosa or any other Person, and all presentments, demands for performance,
notices of nonperformance, protests, notices of protest, notices of dishonor and notices of
acceptance of this Guarantee.




     4. Sprint Nextel hereby unconditionally and irrevocably waives (a) any defense arising by
reason of any claim or defense based upon an election of remedies by any Holder of Securities that
in any manner impairs, reduces, releases or otherwise adversely affects the subrogation,
reimbursement, exoneration, contribution or indemnification rights of Sprint Nextel or other rights
of Sprint Nextel to proceed against Alamosa or any other guarantor or any other Person or
collateral, if any, and (b) any defense based on any right of set-off or counterclaim against or in
respect of the Guaranteed Obligations, the Securities or the Indenture.



     5. Sprint Nextel hereby waives any right to which it may be entitled to have its obligations
under this Guarantee divided among it and other guarantors of the Guaranteed Obligations, if any,
such that Sprint Nextel’s obligations would be less than the full amount claimed. Sprint Nextel
hereby waives any right to which it may be entitled to have the assets of Alamosa or any other
Person who became an “obligor” under the Securities or the Indenture first be used and depleted as
payment of the obligations of Alamosa or such other Person, respectively, under the Securities and
the Indenture prior to any amounts being claimed from or paid by Sprint Nextel under this
Guarantee. Sprint Nextel hereby waives any right to which it may be entitled to require that suit
be instituted against Alamosa or any other guarantor of the Guaranteed Obligations or “obligor”
under the Securities or the Indenture prior to an action being initiated against Sprint Nextel.
Sprint Nextel further agrees that this Guarantee constitutes a guarantee of payment when due (and
not a guarantee of collection) and waives any right, in its capacity as guarantor, to require that
any resort be had by any Holder of Securities or the Trustee to any security held for payment of
the Guaranteed Obligations.



     6. The failure to endorse a notation of this Guarantee on any Security shall not affect or
impair the validity thereof.



     7. Sprint Nextel’s obligations under this Guarantee shall not be affected if any Holder of
Securities is precluded for any reason (including, without limitation, the application of the
automatic stay under Section 362 of the Bankruptcy Code) from enforcing or exercising any right or
remedy with respect to the Securities, and Sprint Nextel shall pay to each affected Holder of
Securities, upon demand, the amount that would otherwise have been due and payable had the exercise
of such rights and remedies been permitted. In the event of any such application of the automatic
stay under Section 362 of the Bankruptcy Code, the Securities shall forthwith become due and
payable by Sprint Nextel for purposes of this Guarantee.



     8. Sprint Nextel hereby agrees that, unless and until all obligations with respect to the
Securities and the Indenture have been paid in full, in its capacity as guarantor, it shall have no
right (whether direct or indirect) of subrogation (whether contractual, under Section 509 of



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the Bankruptcy Code or otherwise) to the claims of any Holder of Securities or the Trustee
against Alamosa or any other Person who became an “obligor” under the Securities or the Indenture
in respect of any obligation with respect to the Securities or the Indenture, notwithstanding any
payment or payments made by Sprint Nextel hereunder or any set-off or application of funds of
Sprint Nextel or by the Holder of Securities; and Sprint Nextel hereby waives all contractual,
statutory and common law rights of reimbursement, contribution or indemnity it may have against
Alamosa or any other such Person, as the case may be, and any and all other rights of payment or
recovery from Alamosa or any other such Person, as the case may be, that it may now have or
hereafter acquire until all Securities and all obligations under the Indenture in respect of the
Securities have been paid in full (in which event such rights of payment or recovery shall be
deemed to be in the form of a loan or loans made from Sprint Nextel to Alamosa or any other such
Person, as the case may be). Sprint Nextel further agrees that as between Sprint Nextel, on the
one hand, and the Holders of Securities and the Trustee, on the other hand, (a) the maturity of the
Securities guaranteed hereby may be accelerated as provided in Article VI of the Indenture for the
purpose of this Guarantee, notwithstanding any stay, injunction or other prohibition preventing
such acceleration in respect of the Securities guaranteed pursuant to this Guarantee, and (b) in
the event of any declaration of acceleration of such Securities as provided in Article VI of the
Indenture, such Securities (whether or not due and payable) will forthwith become due and payable
by Sprint Nextel for the purpose of this Guarantee.




     9. Except as otherwise specifically provided in Section 12 hereof with respect to the release
of Sprint Nextel from this Guarantee, this Guarantee shall remain in full force and effect and be
binding in accordance with and to the extent of its terms upon Sprint Nextel and the successors
thereof, and shall inure to the benefit of (and be enforceable by) the Trustee and the Holders of
Securities from time to time, or their respective successors or assignees, until the Indenture
shall have been satisfied and discharged in accordance with the terms thereof, and the principal of
and interest, if any, on the Securities, and the obligations of Sprint Nextel in respect of the
Guaranteed Obligations, have been satisfied by payment in full.



     10. Payments made by Sprint Nextel pursuant to this Guarantee will be made to each Holder of
Securities in the same manner, and to the same location, as payments to such Holder of Securities
are required to be made pursuant to the provisions of the Indenture.



     11. Sprint Nextel shall pay all reasonable costs and expenses (including reasonable attorneys’
fees and expenses) paid or incurred by the Trustee or any Holder of Securities in connection with
the enforcement of this Guarantee or any other rights of the Trustee or such Holder of Securities
under the Securities or the Indenture with respect to this Guarantee and the prosecution or defense
of any action by or against any of the Holder of Securities in connection with this Guarantee or
the Indenture with respect to this Guarantee, whether involving Sprint Nextel or any other Person,
including a trustee in bankruptcy; provided, however, that Sprint Nextel shall have
no such obligation in connection with any action brought by any Holder of Securities against Sprint
Nextel or Alamosa to the extent that Sprint Nextel or Alamosa is the prevailing party in the
judgment rendered in any such action; and provided, further, that Sprint Nextel
shall not be responsible for the fees and expenses of more than one firm of attorneys (in addition
to any required local counsel).



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     12. Sprint Nextel may be released from this Guarantee upon the sale or other transfer of the
capital stock of Alamosa or of all or substantially all of the assets of Alamosa to an entity that
is not Sprint Nextel or a Subsidiary of Sprint Nextel, which release shall be effective (a) only
upon (1) the execution and delivery by such transferee of a guarantee of the Guaranteed
Obligations, in form and substance substantially similar to this Guarantee, in favor of each Holder
of Securities and the Trustee, and (2) written notice by Sprint Nextel to the Trustee accompanied
by an Officer’s Certificate certifying as to compliance with this Section 12, and (b) without any
further action on the part of the Trustee or any Holder of Securities. Upon any such release in
compliance with the above requirements, the Trustee shall deliver an appropriate instrument
evidencing such release. Any actions taken pursuant to this Section 12 shall not release Alamosa
as a primary obligor under the Indenture or the Securities.



     13. Any invalidity or unenforceability of any provision or application of this Guarantee shall
not affect other lawful provisions and applications hereof, and to this end the provisions of this
Guarantee are declared to be severable. Except as otherwise provided herein, this Guarantee may
not be waived, amended, released or otherwise changed except with the consent of Sprint Nextel and
not less than a majority in aggregate principal amount of the then outstanding Securities.



     14. This Guarantee shall be construed according to the laws of the State of New York without
regard to conflicts of laws principles.



[Remainder
of Page Blank — Signature Page Follows]




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11% NOTES




     IN WITNESS WHEREOF, the undersigned has duly executed this Guarantee as of the date first
written above.



	 	 	 	 	 
	 	 	SPRINT NEXTEL CORPORATION
	 
	 	 	 	 
	 

	 	By:	 	 
	 

	 	 	 	 
	 

	 	Name:
	 	Gary D. Begeman
	 

	 	Title:
	 	Vice President