REGISTRATION RIGHTS AGREEMENT Dated as of May 30, 2007 by and between RURAL CELLULAR CORPORATION and BEAR, STEARNS & CO. INC.Registration Rights Agreement • August 9th, 2007 • Rural Cellular Corp • Radiotelephone communications • New York
This Agreement is made pursuant to the Purchase Agreement, dated May 24, 2007 (the “Purchase Agreement”), by and between the Company and the Initial Purchaser. In order to induce the Initial Purchaser to purchase the Initial Notes, the Company has agreed to provide the registration rights set forth in this Agreement. The execution and delivery of this Agreement is a condition to the obligations of the Initial Purchaser set forth in Section 10 of the Purchase Agreement. Capitalized terms used herein and not otherwise defined shall have the meaning assigned to them in the Indenture, dated as of the date hereof (the “Indenture”), between the Company and Wells Fargo Bank, N.A., as trustee, relating to the Initial Notes and the Exchange Notes (as defined below).
AMENDED AND RESTATED EMPLOYMENT AGREEMENTEmployment Agreement • August 9th, 2007 • Rural Cellular Corp • Radiotelephone communications • Minnesota
THIS AMENDED AND RESTATED EMPLOYMENT AGREEMENT (the “Agreement”) is entered into as of the 21st day of June, 2007 (“Effective Date”), by and between Rural Cellular Corporation (“RCC” or “Company”) and Richard P. Ekstrand (the “Employee”).
THIRD AMENDMENTThird Amendment • August 9th, 2007 • Rural Cellular Corp • Radiotelephone communications • New York
THIRD AMENDMENT, dated as of April 13, 2007 (this “Amendment”), with respect to the Credit Agreement, dated as of March 25, 2004 (as amended by that certain First Amendment, dated as of October 18, 2005 and by that certain Second Amendment, dated as of May 22, 2006, and as may be further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Rural Cellular Corporation, a Minnesota corporation (the “Borrower”), the lenders from time to time parties thereto (the “Lenders”), Lehman Commercial Paper Inc., as administrative agent (in such capacity, the “Administrative Agent”), and Bank of America, N.A. as documentation agent.
AMENDMENT THREE TO THE BILLING SERVICES AND LICENSE AGREEMENT BETWEEN VERISIGN, INC. AND RURAL CELLULAR CORPORATIONBilling Services and License Agreement • August 9th, 2007 • Rural Cellular Corp • Radiotelephone communications
THIS AMENDMENT THREE by and between VeriSign, Inc. (“VeriSign”) and Rural Cellular Corporation (“RCC”) is made and entered into to be effective the date of the last signature hereto.
AMENDED AND RESTATED CHANGE IN CONTROL AGREEMENTChange in Control Agreement • August 9th, 2007 • Rural Cellular Corp • Radiotelephone communications • Minnesota
THIS AMENDED AND RESTATED AGREEMENT, entered into effective as of the 21st day of June, 2007 (“Effective Date”), by and between Rural Cellular Corporation (the “Company”) and David J. Del Zoppo (the “Employee”).
SCHEDULE NO. 1Rural Cellular Corp • August 9th, 2007 • Radiotelephone communications
This Schedule No. 1 for SMS Hosted Managed Service (this “Schedule”), is dated April 25, 2007 (the “Effective Date”) and is entered into by and between Rural Cellular Corporation (“Customer”) and Ericsson Inc. (“Ericsson”). This Schedule replaces in its entirely Schedule 1 for SMS Hosted Managed Services, which formed a part of the Hosted Managed Services Statement of Work, both documents being dated August 12, 2005 and previously entered into by and between Customer and Ericsson (the “Prior Schedule 1 ” and the “Prior SOW” respectively). The Prior SOW is replaced by the Hosted Managed Services Agreement, effective as of April 25, 2007 between Customer and Ericsson (“HMS Agreement”) This Schedule is part of and subject to the terms and conditions set forth in the HMS Agreement. In the event of a conflict between the terms of the HMS Agreement and those of this Schedule, the terms of this Schedule will prevail.
AMENDED AND RESTATED BYLAWS OF RURAL CELLULAR CORPORATION (as amended through May 3, 2007)And Shareholder Control Agreement • August 9th, 2007 • Rural Cellular Corp • Radiotelephone communications
SCHEDULE NO. 2Rural Cellular Corp • August 9th, 2007 • Radiotelephone communications
This Schedule No. 2 for Managed Content Hosted Managed Service (this “Schedule”), effective as of April 25, 2007, (“Effective Date”) is entered into by and between Rural Cellular Corporation (“Customer”) and Ericsson Inc. (“Ericsson”). As of the Effective Date, this Schedule replaces in its entirety the Statement of Work – Managed Content Services effective as of January 19, 2005, as amended (the “Managed Content SOW”). This Schedule is a part of and subject to the terms and conditions set forth in the Hosted Managed Services Agreement, effective as of April 25, 2007 between Customer and Ericsson (“HMS Agreement”). In the event of a conflict between the terms of the HMS Agreement and those of this Schedule, the terms of this Schedule will prevail.
MASTER HOSTED SERVICES AGREEMENTMaster Hosted Services Agreement • August 9th, 2007 • Rural Cellular Corp • Radiotelephone communications • New York
THIS MASTER HOSTED SERVICES AGREEMENT (this “Agreement”), is dated April 25, 2007 (the “Effective Date”) and is entered into by and between Ericsson Inc., a Delaware corporation (“Ericsson”), and Rural Cellular Corporation, a Minnesota corporation, having a place of business at 3905 Dakota Street, Alexandria, MN 56308 (“Customer”).
