exv10w7



 





			
	CONFIDENTIAL TREATMENT REQUESTED
	 	EXHIBIT 10.7 REDACTED






AMENDMENT THREE



TO THE




BILLING SERVICES AND LICENSE AGREEMENT




BETWEEN




VERISIGN, INC.




AND




RURAL CELLULAR CORPORATION




     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.



     WHEREAS, VeriSign and RCC are parties to that certain Billing Services and License Agreement,
dated to be effective July 21, 2005, as amended by that Amendment One between the parties,
effective June 20, 2006, and that Amendment Two between the parties, effective October 5, 2006
(hereinafter collectively referred to as “Agreement”); and



     WHEREAS, the parties hereto desire to amend the Agreement as provided herein;




     NOW, THEREFORE, in consideration of the premises and the covenants and undertakings set forth
herein, VeriSign and RCC agree as follows:



     1.       Section 3.B. Effective April 1, 2007, Section 3.B of the Agreement is replaced in its entirety
with the following:



                B. ***.



      



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	RCC Billing Services and License Agreement — Amendment Three
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*** Information omitted and filed separately with the Securities and Exchange Commission
pursuant to a request for confidential treatment.





 









 








			
	CONFIDENTIAL TREATMENT REQUESTED
	 	EXHIBIT 10.7 REDACTED





2. Section 8.B. Effective April 1, 2007, the paragraph entitled “Hardware/Software Fee” in
Section 8.B of the Agreement shall be deleted in its entirety and replaced with the following:
“Hardware/Software Fee. ***.



3. Section 8.C. Effective April 1, 2007, ***.



4. ***.



5. Miscellaneous. The parties acknowledge and agree that this Amendment Three constitutes the
entire understanding and agreement between VeriSign and RCC with respect to the subject matter
hereof, and supersedes any and all prior or contemporaneous oral or written representation,
understanding, agreement or communication relating thereto. Capitalized terms used without
definition in this Amendment Three shall be given the meanings ascribed to them in the Agreement.
Except as hereby modified, the Agreement shall remain in full force and effect in all aspects
throughout the remainder of the term thereof.




     IN WITNESS WHEREOF, each of the parties hereto has made and caused this Amendment Three to be
duly executed for it on its behalf by its authorized representative, to be effective the date of
the last signature hereto.



     The signatories to this Amendment Three hereby warrant and represent that they have the
authority to execute this Amendment Three on behalf of the entity or entities for which they sign.



      



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	RCC Billing Services and License Agreement — Amendment Three
	 	VeriSign Proprietary





*** Information omitted and filed separately with the Securities and Exchange Commission
pursuant to a request for confidential treatment.





 









 








			
	CONFIDENTIAL TREATMENT REQUESTED
	 	EXHIBIT 10.7 REDACTED






     This Amendment Three does not bind or obligate either party in any manner unless duly
executed by an authorized representative.



	 	 	 
	VERISIGN, INC	 	
RURAL CELLULAR CORPORATION
	By: /s/ Mitch Peterson	 	
By: /s/ Ann Newhall
	Name: Mitch Peterson	 	
Name: Ann Newhall
	Title: Director of Operations	 	
Title: EVP/COO
	Date: 5-12-07	 	
Date: 5-7-02






 




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	RCC Billing Services and License Agreement — Amendment Three
	 	VeriSign Proprietary





*** Information omitted and filed separately with the Securities and Exchange Commission
pursuant to a request for confidential treatment.





 









 








			
	CONFIDENTIAL TREATMENT REQUESTED
	 	EXHIBIT 10.7 REDACTED






Exhibit A




***




I. ***.




II. ***.




III. ***.




IV. ***.




V. SPEEDNET



RCC shall have the option until *** to contract for speedNET Service ***. Should RCC select this
option, *** “speedNet Service” shall mean the modules and services described below:





	 	•	 	Direct Network Mediation or Secondary Mediation of all existing voice and content
feeds excluding GPRS nodes
	 
	 	•	 	Near real-time Pre-Processing of all existing voice and content feeds to include GPRS
formatting
	 
	 	•	 	Real-Time Audit Reporting of all existing voice and content feeds to include GPRS
	 
	 	•	 	Batch Analysis of all existing voice and content feeds excluding GPRS
	 
	 	•	 	UDR Search for all existing voice and content feeds excluding GPRS
	 
	 	•	 	Raw Record Search for all existing voice and content feeds excluding GPRS
	 
	 	•	 	CIBER Search for all Incollect and Outcollect usage
	 
	 	•	 	TAP Search for all Incollect and Outcollect usage
	 
	 	•	 	Subpoena Search for all existing voice feeds
	 
	 	•	 	Mutual/Reciprocal Compensation Reporting for all existing voice feeds
	 
	 	•	 	Network Reporting for all existing voice feeds
	 
	 	•	 	Up to 200 hours annually for support of switch upgrades for all existing voice and
content feeds including GPRS
	 
	 	•	 	Up to 200 hours annually for support of new enhancement requests and other product
support




VeriSign and RCC will negotiate in good faith the fees, if any, for services that are not included
above and that may be provided for GPRS Mediation in the event RCC is able to facilitate
discussions with the relevant third party switch vendor that will allow a feasibility
determination.




VI. ***.




 




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	RCC Billing Services and License Agreement — Amendment Three
	 	VeriSign Proprietary





*** Information omitted and filed separately with the Securities and Exchange Commission
pursuant to a request for confidential treatment.