REGISTRATION RIGHTS AGREEMENT Dated as of May 5, 2006 by and among Rural Cellular Corporation as Issuer, the Guarantors and Lehman Brothers Inc., Morgan Stanley & Co. Incorporated and Lazard Capital Markets as the Initial PurchasersRegistration Rights Agreement • June 29th, 2006 • Alexandria Indemnity CORP • Radiotelephone communications • New York
This Registration Rights Agreement (this “Agreement”) is dated as of May 5, 2006, by and among Rural Cellular Corporation, a Minnesota corporation (the “Company”), RCC Atlantic, Inc., RCC Atlantic Licenses, Inc., RCC Minnesota, Inc., TLA Spectrum, LLC, RCC Transport, Inc., Alexandria Indemnity Corporation (collectively, the “Guarantors”) and Lehman Brothers Inc., Morgan Stanley & Co. Incorporated and Lazard Capital Markets (each, an “Initial Purchaser” and, collectively, the “Initial Purchasers”), each of whom has agreed to purchase the $160,000,000 in aggregate principal amount of the Company’s 81/4% Senior Secured Notes due March 15, 2012 (the “Notes”), which Notes are guaranteed by the Guarantors (the “Guarantees”), in each case, pursuant to the Purchase Agreement (as defined below). The Notes and the Guarantees are referred to together as the “Securities”.
