exv4w2



 




Exhibit 4.2


Execution Version




 





REGISTRATION RIGHTS AGREEMENT




Dated as of May 30, 2007

by and between




RURAL CELLULAR CORPORATION




and




BEAR, STEARNS & CO. INC.




      




 









 





     This Registration Rights Agreement (this “Agreement”) is made and entered into as of
May 30, 2007, by and between Rural Cellular Corporation, a Minnesota corporation (the
“Company”) and Bear, Stearns & Co. Inc. (the “Initial Purchaser”), who has agreed
to purchase the Company’s Floating Rate Senior Subordinated Notes due 2013 (the “Initial
Notes”) pursuant to the Purchase Agreement (as defined below).



     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).



     The parties hereby agree as follows:



SECTION 1. DEFINITIONS




     As used in this Agreement, the following capitalized terms shall have the following meanings:



     Act: The Securities Act of 1933, as amended.



     Affiliate: As defined in Rule 144.



     Broker-Dealer: Any broker or dealer registered under the Exchange Act.



     Business Day: Any day other than a Saturday, a Sunday or a day on which banking
institutions in the City of New York are authorized or obligated by law, regulation or executive
order to remain closed. If the time to perform any action hereunder falls on a day that is not a
Business Day, such time will be extended to the next Business Day.



     Closing Date: The date hereof.



     Commission: The United States Securities and Exchange Commission.



     Consummate: An Exchange Offer shall be deemed “Consummated” for purposes of this
Agreement upon the occurrence of (a) the filing and effectiveness under the Act of the Exchange
Offer Registration Statement relating to the Exchange Notes to be issued in the Exchange Offer, (b)
the maintenance of such Exchange Offer Registration Statement continuously effective and the
keeping of the Exchange Offer open for a period not less than the period required pursuant to
Section 3(b) hereof and (c) the delivery by the Company to the Registrar under the Indenture of
Exchange Notes in the same aggregate principal amount as the aggregate principal amount of Initial
Notes tendered by Holders thereof pursuant to the Exchange Offer.



     Consummation Deadline: As defined in Section 3(b) hereof.



 









 





     Exchange Act: The Securities Exchange Act of 1934, as amended.



     Exchange Notes: The Company’s Floating Rate Senior Subordinated Notes due 2013 to be
issued pursuant to the Indenture (i) in the Exchange Offer or (ii) as contemplated by Section 4
hereof.



     Exchange Offer: The exchange and issuance by the Company of a principal amount of
Exchange Notes (which shall be registered pursuant to the Exchange Offer Registration Statement)
equal to the outstanding principal amount of Initial Notes that are tendered by such Holders in
connection with such exchange and issuance.



     Exchange Offer Effectiveness Deadline: As defined in Section 3(a) hereof.



     Exchange Offer Registration Statement: The Registration Statement relating to the
Exchange Offer, including the related Prospectus.



     Filing Deadline: As defined in Section 3(a) hereof.



     Holders: As defined in Section 2 hereof.



     Prospectus: The prospectus included in a Registration Statement at the time such
Registration Statement is declared effective, as amended or supplemented by any prospectus
supplement and by all other amendments thereto, including post-effective amendments, and all
material incorporated by reference into such Prospectus.



     Recommencement Date: As defined in Section 6(d) hereof.



     Registration Default: As defined in Section 5 hereof.



     Registration Statement: Any registration statement of the Company relating to (a) an
offering of Exchange Notes pursuant to an Exchange Offer or (b) the registration for resale of
Transfer Restricted Securities pursuant to the Shelf Registration Statement, in each case, (i) that
is filed pursuant to the provisions of this Agreement, (ii) including the Prospectus included
therein, and (iii) including all amendments and supplements thereto (including post-effective
amendments) and all exhibits and material incorporated by reference therein.



     Rule 144: Rule 144 promulgated under the Act.



     Shelf Filing Deadline: As defined in Section 4(a) hereof.



     Shelf Registration Statement: As defined in Section 4 hereof.



     Shelf Registration Statement Effectiveness Deadline: As defined in Section 4(a)
hereof.



     Suspension Notice: As defined in Section 6(d) hereof.



     TIA: The Trust Indenture Act of 1939 (15 U.S.C. Section 77aaa-77bbbb) as in effect on
the date of the Indenture.



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     Transfer Restricted Securities: Each Initial Note until the earliest to occur of (a)
the date on which such Initial Note has been exchanged in the Exchange Offer by a Person other than
a Broker-Dealer for an Exchange Note which is entitled to be resold to the public by the Holder
thereof without complying with the prospectus delivery requirements of the Act, (b) following the
exchange by a Broker-Dealer in the Exchange Offer of an Initial Note for an Exchange Note, the date
on which such Exchange Note is sold to a purchaser who receives from such Broker-Dealer on or prior
to the date of such sale a copy of the Prospectus contained in the Exchange Offer Registration
Statement, (c) the date on which such Initial Note has been effectively registered under the Act
and disposed of in accordance with the Shelf Registration Statement (and the purchasers thereof
have been issued Exchange Notes) or (d) the date on which such Initial Note is distributed to the
public pursuant to Rule 144.



SECTION 2. HOLDERS




     A Person is deemed to be a holder of Transfer Restricted Securities (each, a “Holder”)
whenever such Person owns Transfer Restricted Securities.



SECTION 3. REGISTERED EXCHANGE OFFER




     (a) Unless the Exchange Offer shall not be permitted by applicable law or Commission policy
(after the procedures set forth in Section 6(a)(i) below have been complied with), the Company
shall (i) cause the Exchange Offer Registration Statement to be filed with the Commission as soon
as practicable after the Closing Date, but in no event later than 180 days after the Closing Date
(such 180th day being the “Filing Deadline”), (ii) use all of its commercially reasonable
efforts to cause such Exchange Offer Registration Statement to be declared effective by the
Commission on or prior to 240 days after the Closing Date (such 240th day being the “Exchange
Offer Effectiveness Deadline”), (iii) in connection with the foregoing, (A) file all
pre-effective amendments to such Exchange Offer Registration Statement as may be necessary in order
to cause the Exchange Offer Registration Statement to be declared effective, (B) file, if
applicable, a post-effective amendment to such Exchange Offer Registration Statement pursuant to
Rule 430A under the Act and (C) cause all necessary filings, if any, in connection with the
registration and qualification of the Exchange Notes to be made under the blue sky laws of such
jurisdictions as are necessary to permit Consummation of the Exchange Offer, and (iv) upon the
effectiveness of such Exchange Offer Registration Statement, commence and Consummate the Exchange
Offer. The Exchange Offer shall be on the appropriate form permitting (x) registration of the
Exchange Notes to be offered in exchange for the Initial Notes that are Transfer Restricted
Securities and (y) resales of Exchange Notes by Broker-Dealers that tendered into the Exchange
Offer Initial Notes that such Broker-Dealer acquired for its own account as a result of
market-making activities or other trading activities (other than Initial Notes acquired directly
from the Company or any of its Affiliates) as contemplated by Section 3(c) below.



     (b) The Company shall use all of its commercially reasonable efforts to cause the Exchange
Offer Registration Statement to be effective continuously, and shall keep the Exchange Offer open
for a period of not less than the minimum period required under applicable federal and state
securities laws to Consummate the Exchange Offer; provided, however, that in no event shall such
period be less than 20 Business Days. The Company shall cause the



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Exchange Offer to comply with all applicable federal and state securities laws. No securities
other than the Exchange Notes shall be included in the Exchange Offer Registration Statement. The
Company shall use all of its commercially reasonable efforts to cause the Exchange Offer to be
Consummated on the earliest practicable date after the Exchange Offer Registration Statement has
become effective, but in no event later than 40 Business Days thereafter, or longer, if required by
the federal securities laws (such 40th (or longer) day being the “Consummation Deadline”).



     (c) The Company shall include a “Plan of Distribution” section in the Prospectus contained in
the Exchange Offer Registration Statement and indicate therein that any Broker-Dealer who holds
Transfer Restricted Securities that were acquired for the account of such Broker-Dealer as a result
of market-making activities or other trading activities (other than Initial Notes acquired directly
from the Company or any Affiliate of the Company), may exchange such Transfer Restricted Securities
pursuant to the Exchange Offer. Such “Plan of Distribution” section shall also contain all other
information with respect to such sales by such Broker-Dealers that the Commission may require in
order to permit such sales pursuant thereto, but such “Plan of Distribution” shall not name any
such Broker-Dealer or disclose the amount of Transfer Restricted Securities held by any such
Broker-Dealer, except to the extent required by the Commission as a result of a change in policy,
rules or regulations after the date of this Agreement. See the Shearman & Sterling
no-action letter (available July 2, 1993).



     Because such Broker-Dealer may be deemed to be an “underwriter” within the meaning of the Act
and must, therefore, deliver a prospectus meeting the requirements of the Act in connection with
its initial sale of any Exchange Notes received by such Broker-Dealer in the Exchange Offer, the
Company shall permit the use of the Prospectus contained in the Exchange Offer Registration
Statement by such Broker-Dealer to satisfy such prospectus delivery requirement. To the extent
necessary to ensure that the Prospectus contained in the Exchange Offer Registration Statement is
available for sales of Exchange Notes by Broker-Dealers, the Company agrees to use all of its
commercially reasonable efforts to keep the Exchange Offer Registration Statement continuously
effective, supplemented, amended and current as required by and subject to the provisions of
Sections 6(a) and (c) hereof and in conformity with the requirements of this Agreement, the Act and
the policies, rules and regulations of the Commission as announced from time to time, for a period
not exceeding 180 days from the Consummation Deadline or such shorter period as will terminate when
all Transfer Restricted Securities covered by such Registration Statement have been sold pursuant
thereto. The Company shall provide sufficient copies of the latest version of such Prospectus to
such Broker-Dealers, promptly upon request, and in no event later than two Business Day after such
request, at any time during such period.



SECTION 4. SHELF REGISTRATION




     (a) Shelf Registration. If (i) the Company is not (A) required to file the Exchange
Offer Registration Statement or (B) permitted to Consummate the Exchange Offer because the Exchange
Offer is not permitted by applicable law or Commission policy (after the Company has complied with
the procedures set forth in Section 6(a)(i) below) or (ii) any Holder of Transfer Restricted
Securities notifies (the “Holder Notice”) the Company within 20 Business Days following
Consummation of the Exchange Offer that (A) such Holder was prohibited by law or



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Commission policy from participating in the Exchange Offer, (B) such Holder may not resell the
Exchange Notes acquired by it in the Exchange Offer to the public without delivering a prospectus
and the Prospectus contained in the Exchange Offer Registration Statement is not appropriate or
available for such resales by such Holder or (C) such Holder is a Broker-Dealer and holds Initial
Notes acquired directly from the Company or any of its Affiliates, then the Company shall:



     (x) use all commercially reasonable efforts to file a shelf registration statement pursuant to
Rule 415 under the Act (which may be an amendment to the Exchange Offer Registration Statement (
the “Shelf Registration Statement”) relating to all Transfer Restricted Securities on or
prior to the later of (A) 30 days after, in the case of (a)(i), the date as of which the Company
determines that the Exchange Offer Registration Statement will not be or cannot be filed, and in
the case of (a)(ii) such date as the Company receives the Holder Notice and (B) 180 days after the
closing of this offering (the “Shelf Filing Deadline”), and to cause the Shelf Registration
to be declared effective by the SEC on or prior to the later of 90 days after such obligation
arises and 240 days after the closing of this offering (the “Shelf Registration Statement
Effectiveness Deadline”).



     If, after the Company has filed an Exchange Offer Registration Statement that satisfies the
requirements of Section 3(a) above, the Company is required to file and make effective a Shelf
Registration Statement solely because the Exchange Offer is not permitted as a result of the
circumstances described under applicable federal law (i.e., clause (a)(i)(B) above), then the
filing of the Exchange Offer Registration Statement shall be deemed to satisfy the requirements of
clause (x) above; provided that, in such event, the Company shall remain obligated to meet the
Shelf Registration Statement Effectiveness Deadline.



     To the extent necessary to ensure that the Shelf Registration Statement is available for sales
of Transfer Restricted Securities by the Holders thereof entitled to the benefit of this Section
4(a) and the other securities required to be registered therein pursuant to Section 6(b)(ii)
hereof, the Company shall use all of its commercially reasonable efforts to keep any Shelf
Registration Statement required by this Section 4(a) continuously effective, supplemented, amended
and current as required by and subject to the provisions of Sections 6(b) and (c) hereof and in
conformity with the requirements of this Agreement, the Act and the policies, rules and regulations
of the Commission as announced from time to time, for a period of at least two years (as extended
pursuant to Section 6(d) hereof) following the Closing Date, or such shorter period as will
terminate at such time there are no longer any Transfer Restricted Securities that are covered by
such Shelf Registration Statement outstanding.



     (b) Provision by Holders of Certain Information in Connection with the Shelf Registration
Statement. No Holder of Transfer Restricted Securities may include any of its Transfer
Restricted Securities in any Shelf Registration Statement pursuant to this Agreement unless and
until such Holder furnishes to the Company in writing, within 20 days after receipt of a request
therefor, the information specified in Item 507 or 508 of Regulation S-K, as applicable, of the Act
for use in connection with any Shelf Registration Statement or Prospectus or preliminary prospectus
included therein. No Holder of Transfer Restricted Securities shall be entitled to liquidated
damages pursuant to Section 5 hereof unless and until such Holder shall have provided all such
information in the required times. Each selling Holder agrees to promptly



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furnish additional information required to be disclosed in order to make the information
previously furnished to the Company by such Holder not materially misleading.



SECTION 5. LIQUIDATED DAMAGES




     If (i) any Registration Statement required by this Agreement is not filed with the Commission
on or prior to the applicable Filing Deadline or Shelf Filing Deadline, as applicable, (ii) any of
such Registration Statements is not declared effective by the Commission on or prior to the
Exchange Offer Effectiveness Deadline or the Shelf Registration Statement Effectiveness Deadline,
as applicable, (iii) the Exchange Offer has not been Consummated on or prior to the Consummation
Deadline or (iv) any Registration Statement required by this Agreement is filed and declared
effective but thereafter ceases to be effective or usable for its intended purpose (each such event
referred to in clauses (i) through (iv), a “Registration Default”), then the Company hereby
agrees to pay to each Holder of Transfer Restricted Securities affected thereby liquidated damages
in an amount equal to $0.05 per week per $1,000 in principal amount of Transfer Restricted
Securities held by such Holder for each week or portion thereof that the Registration Default
continues for the first 90-day period immediately following the occurrence of such Registration
Default. The amount of the liquidated damages shall increase by an additional $0.05 per week per
$1,000 in principal amount of Transfer Restricted Securities with respect to each subsequent 90-day
period until all Registration Defaults have been cured, up to a maximum amount of liquidated
damages for all Registration Defaults of $0.50 per week per $1,000 in principal amount of Transfer
Restricted Securities; provided that the Company shall in no event be required to pay liquidated
damages for more than one Registration Default at any given time. Notwithstanding anything to the
contrary set forth herein, (1) upon filing of the Exchange Offer Registration Statement (and/or, if
applicable, the Shelf Registration Statement), in the case of (i) above, (2) upon the effectiveness
of the Exchange Offer Registration Statement (and/or, if applicable, the Shelf Registration
Statement), in the case of (ii) above, (3) upon Consummation of the Exchange Offer, in the case of
(iii) above, or (4) upon the filing of a post-effective amendment to the Registration Statement or
an additional Registration Statement that causes the Exchange Offer Registration Statement (and/or,
if applicable, the Shelf Registration Statement) to again be declared effective or made usable in
the case of (iv) above, the liquidated damages payable with respect to the Transfer Restricted
Securities as a result of such clause (i), (ii), (iii) or (iv), as applicable, shall cease.



     All accrued liquidated damages shall be paid to the Holders entitled thereto, in the manner
provided for the payment of interest in the Indenture, on each Interest Payment Date (as defined in
the Indenture), as more fully set forth in the Indenture and the Notes. Notwithstanding the fact
that any securities for which liquidated damages are due cease to be Transfer Restricted
Securities, all obligations of the Company to pay liquidated damages with respect to securities
shall survive until such time as such obligations with respect to such securities shall have been
satisfied in full. Notwithstanding anything contained herein or in the Indenture to the contrary,
the payment of liquidated damages shall be the only remedy available to Holders for a Registration
Default.



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SECTION 6. REGISTRATION PROCEDURES




     (a) Exchange Offer Registration Statement. In connection with the Exchange Offer, the
Company shall (x) comply with all applicable provisions of Section 6(c) below, (y) use all of its
commercially reasonable efforts to effect such exchange and to permit the resale of Exchange Notes
by Broker-Dealers that tendered in the Exchange Offer Initial Notes that such Broker-Dealer
acquired for its own account as a result of its market-making activities or other trading
activities (other than Initial Notes acquired directly from the Company or any of its Affiliates)
being sold in accordance with the intended method or methods of distribution thereof, and (z)
comply with all of the following provisions:




     (i) If, following the date hereof there has been announced a change in Commission
policy with respect to exchange offers such as the Exchange Offer, that in the reasonable
opinion of counsel to the Company raises a substantial question as to whether the Exchange
Offer is permitted by applicable federal law, the Company hereby agrees to use commercially
reasonable efforts to seek a no-action letter or other favorable decision from the
Commission allowing the Company to Consummate an Exchange Offer for such Transfer Restricted
Securities. The Company hereby agree to pursue the issuance of such a decision to the
Commission staff level. In connection with the foregoing, the Company hereby agrees to take
all such other commercially reasonable actions as may be requested by the Commission or
otherwise required in connection with the issuance of such decision, including without
limitation (A) participating in telephonic conferences with the Commission, (B) delivering
to the Commission staff an analysis prepared by counsel to the Company setting forth the
legal bases, if any, upon which such counsel has concluded that such an Exchange Offer
should be permitted and (C) diligently pursuing a resolution (which need not be favorable)
by the Commission staff.




     (ii) As a condition to its participation in the Exchange Offer, each Holder of Transfer
Restricted Securities (including, without limitation, any Holder who is a Broker-Dealer)
shall furnish, upon the request of the Company, prior to the Consummation of the Exchange
Offer, a written representation to the Company (which may be contained in the letter of
transmittal contemplated by the Exchange Offer Registration Statement) to the effect that
(A) it is not an Affiliate of the Company, (B) it is not engaged in, and does not intend to
engage in, and has no arrangement or understanding with any person to participate in, a
distribution of the Exchange Notes to be issued in the Exchange Offer and (C) it is
acquiring the Exchange Notes in its ordinary course of business. As a condition to its
participation in the Exchange Offer each Holder using the Exchange Offer to participate in a
distribution of the Exchange Notes shall acknowledge and agree that, if the resales are of
Exchange Notes obtained by such Holder in exchange for Initial Notes acquired directly from
the Company or an Affiliate thereof, it (1) could not, under Commission policy as in effect
on the date of this Agreement, rely on the position of the Commission enunciated in
Morgan Stanley and Co., Inc. (available June 5, 1991) and Exxon Capital Holdings
Corporation (available May 13, 1988), as interpreted in the Commission’s letter to
Shearman & Sterling dated July 2, 1993, and similar no-action letters (including, if
applicable, any no-action letter obtained pursuant to clause (i) above), and (2) must comply
with the registration and prospectus delivery requirements of the Act in connection with a
secondary resale transaction and that such a secondary



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resale transaction must be covered by an effective registration statement containing
the selling security holder information required by Item 507 or 508, as applicable, of
Regulation S-K.




     (iii) Prior to effectiveness of the Exchange Offer Registration Statement, the Company
shall provide a supplemental letter to the Commission (A) stating that the Company is
registering the Exchange Offer in reliance on the position of the Commission enunciated in
Exxon Capital Holdings Corporation (available May 13, 1988), Morgan Stanley and
Co., Inc. (available June 5, 1991) as interpreted in the Commission’s letter to
Shearman & Sterling dated July 2, 1993, and, if applicable, any no-action letter
obtained pursuant to clause (i) above, (B) including a representation that the Company has
not entered into any arrangement or understanding with any Person to distribute the Exchange
Notes to be received in the Exchange Offer and that, to the Company’s knowledge and belief,
each Holder participating in the Exchange Offer is acquiring the Exchange Notes in its
ordinary course of business and has no arrangement or understanding with any Person to
participate in the distribution of the Exchange Notes received in the Exchange Offer and (C)
any other commercially reasonable undertaking or representation required by the Commission
as set forth in any no-action letter obtained pursuant to clause (i) above, if applicable.



     (b) Shelf Registration Statement. In connection with the Shelf Registration Statement,
the Company shall:




     (i) comply with all the provisions of Section 6(c) below and use all of its
commercially reasonable efforts to effect such registration to permit the sale of the
Transfer Restricted Securities being sold in accordance with the intended method or methods
of distribution thereof (as indicated in the information furnished to the Company pursuant
to Section 4(b) hereof), and pursuant thereto the Company will prepare and file with the
Commission a Registration Statement relating to the registration on any appropriate form
under the Act, which form shall be available for the sale of the Transfer Restricted
Securities in accordance with the intended method or methods of distribution thereof within
the time periods and otherwise in accordance with the provisions hereof, and




     (ii) issue, upon the request of any Holder or purchaser of Initial Notes covered by
any Shelf Registration Statement contemplated by this Agreement, Exchange Notes having an
aggregate principal amount equal to the aggregate principal amount of Initial Notes sold
pursuant to the Shelf Registration Statement and surrendered to the Company for
cancellation; the Company shall register Exchange Notes on the Shelf Registration Statement
for this purpose and issue the Exchange Notes to the purchaser(s) of securities subject to
the Shelf Registration Statement in the names as such purchaser(s) shall designate.



     (c) General Provisions. In connection with any Registration Statement and any related
Prospectus required by this Agreement, the Company shall:



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     (i) use all of its commercially reasonable efforts to keep such Registration Statement
continuously effective and provide all requisite financial statements for the period
specified in Section 3 or 4 hereof, as applicable. Upon the occurrence of any event that
would cause any such Registration Statement or the Prospectus contained therein (A) to
contain an untrue statement of material fact or omit to state any material fact required to
be stated therein or necessary to make the statements therein, in the light of the
circumstances under which they were made, not misleading or (B) not to be effective and
usable for resale of Transfer Restricted Securities during the period required by this
Agreement, the Company shall file as promptly as practicable an appropriate amendment to
such Registration Statement curing such defect, and, if Commission review is required, use
all commercially reasonable efforts to cause such amendment to be declared effective as soon
as practicable;




     (ii) prepare and file with the Commission such amendments and post-effective amendments
to the applicable Registration Statement as may be necessary to keep such Registration
Statement effective for the applicable period set forth in Section 3 or 4 hereof, as the
case may be; cause the Prospectus to be supplemented by any required Prospectus supplement,
and as so supplemented to be filed pursuant to Rule 424 under the Act, and to comply fully
with Rules 424, 430A and 462, as applicable, under the Act in a timely manner; and comply
with the provisions of the Act with respect to the disposition of all securities covered by
such Registration Statement during the applicable period in accordance with the intended
method or methods of distribution by the sellers thereof set forth in such Registration
Statement or supplement to the Prospectus;




     (iii) advise each Holder as promptly as practicable and, if requested by such Holder,
confirm such advice in writing, (A) when the Prospectus or any Prospectus supplement or
post-effective amendment has been filed, and, with respect to any applicable Registration
Statement or any post-effective amendment thereto, when the same has become effective, (B)
of any request by the Commission for amendments to the Registration Statement or amendments
or supplements to the Prospectus or for additional information relating thereto, (C) of the
issuance by the Commission of any stop order suspending the effectiveness of the
Registration Statement under the Act or of the suspension by any state securities commission
of the qualification of the Transfer Restricted Securities for offering or sale in any
jurisdiction, or the initiation of any proceeding for any of the preceding purposes, and (D)
of the existence of any fact or the happening of any event that makes any statement of a
material fact made in the Registration Statement, the Prospectus, any amendment or
supplement thereto or any document incorporated by reference therein untrue, or that
requires the making of any additions to or changes in the Registration Statement in order to
make the statements therein not misleading, or that requires the making of any additions to
or changes in the Prospectus in order to make the statements therein, in the light of the
circumstances under which they were made, not misleading. If at any time the Commission
shall issue any stop order suspending the effectiveness of the Registration Statement, or
any state securities commission or other regulatory authority shall issue an order
suspending the qualification or exemption from qualification of the Transfer Restricted
Securities under state securities or blue sky laws, the Company shall use all of its
commercially



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reasonable efforts to obtain the withdrawal or lifting of such order at the earliest
possible time;




     (iv) subject to Section 6(c)(i), if any fact or event contemplated by Section
6(c)(iii)(D) above shall exist or have occurred, prepare a supplement or post-effective
amendment to the Registration Statement or related Prospectus or any document incorporated
therein by reference or file any other required document so that, as thereafter delivered to
the purchasers of Transfer Restricted Securities, the Prospectus will not contain an untrue
statement of a material fact or omit to state any material fact necessary to make the
statements therein, in the light of the circumstances under which they were made, not
misleading;




     (v) if requested by an Initial Purchaser or a Holder, furnish to each Holder in
connection with such exchange or sale, if any, before filing with the Commission, copies of
any Registration Statement or any Prospectus included therein or any amendments or
supplements to any such Registration Statement or Prospectus (including all documents
incorporated by reference after the initial filing of such Registration Statement), which
documents will be subject to the review and comment of such Holders in connection with such
sale, if any, for a period of at least five Business Days prior to such filing, and the
Company will not file any such Registration Statement or Prospectus or any amendment or
supplement to any such Registration Statement or Prospectus (including all such documents
incorporated by reference) to which such Holders shall reasonably object within five
Business Days after the receipt thereof. A Holder shall be deemed to have reasonably
objected to such filing if such Registration Statement, amendment, Prospectus or supplement,
as applicable, as proposed to be filed, contains an untrue statement of a material fact or
omits to state any material fact required to be stated therein, in light of the
circumstances under which they were made, or necessary to make the statements therein not
misleading or fails to comply with the applicable requirements of the Act;




     (vi) promptly prior to the filing of any document that is to be incorporated by
reference into a Registration Statement or Prospectus, provide a copy of such document to
each Holder that made a request described in Section 6(c)(v) above in connection with such
exchange or sale, if any, make the Company’s representatives available for discussion of
such document and other customary due diligence matters, and include such information in
such document prior to the filing thereof as such Holders may reasonably request;




     (vii) make available, at reasonable times, for inspection by each Holder and any
attorney or accountant retained by such Holders, all financial and other records, pertinent
corporate documents of the Company and cause the Company’s officers, directors and employees
to supply all information reasonably requested by any such Holder, attorney or accountant in
connection with such Registration Statement or any post-effective amendment thereto
subsequent to the filing thereof and prior to its effectiveness; provided, however, that any
information that is designated in writing by the Company as confidential at the time of
delivery of such information shall be kept confidential by the Holders or any such attorney
or accountant, unless such disclosure is made in connection with a court proceeding or
required by law;



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     (viii) if requested by any Holders in connection with such exchange or sale, promptly
include in any Registration Statement or Prospectus, pursuant to a supplement or
post-effective amendment if necessary, such information as such Holders may reasonably
request to have included therein, including, without limitation, information relating to the
“Plan of Distribution” of the Transfer Restricted Securities; and make all required filings
of such Prospectus supplement or post-effective amendment as soon as practicable after the
Company is notified of the matters to be included in such Prospectus supplement or
post-effective amendment;




     (ix) furnish to each Holder in connection with such exchange or sale, without charge,
at least one copy of the Registration Statement, as first filed with the Commission, and of
each amendment thereto, including all documents incorporated by reference therein and all
exhibits (including exhibits incorporated therein by reference);




     (x) deliver to each Holder without charge, as many copies of the Prospectus (including
each preliminary prospectus) and any amendment or supplement thereto as such Persons
reasonably may request; the Company hereby consent to the use (in accordance with law) of
the Prospectus and any amendment or supplement thereto by each selling Holder in connection
with the offering and the sale of the Transfer Restricted Securities covered by the
Prospectus or any amendment or supplement thereto;




     (xi) upon the request of any Holder, enter into such agreements (including underwriting
agreements) and make such representations and warranties customary for offerings of such
type as may be reasonably requested and take all such other actions in connection therewith
in order to expedite or facilitate the disposition of the Transfer Restricted Securities
pursuant to any applicable Registration Statement contemplated by this Agreement as may be
reasonably requested by any Holder in connection with any sale or resale pursuant to any
applicable Registration Statement. In such connection, the Company shall:




     (A) upon request of any Holder, use all of its commercially reasonable efforts
to cause to be furnished to such Holder, upon Consummation of the Exchange Offer or
upon the effectiveness of the Shelf Registration Statement, as the case may be:




     (1) an opinion, dated the date of Consummation of the Exchange Offer or
the date of effectiveness of the Shelf Registration Statement, as the case
may be, of counsel for the Company in customary form and covering such other
matters as such Holder may reasonably request. Without limiting the
foregoing, such counsel may state further that such counsel assumes no
responsibility for, and has not independently verified, the accuracy,
completeness or fairness of the financial statements, notes and schedules
and other financial data included in any Registration Statement contemplated
by this Agreement or the related Prospectus; and




     (2) a customary comfort letter, dated the date of Consummation of the
Exchange Offer, or as of the date of effectiveness of



11









 







the Shelf Registration Statement, as the case may be, from the
Company’s independent accountants, in the customary form and covering
matters of the type customarily covered in comfort letters to underwriters
in connection with underwritten offerings, and affirming the matters set
forth in the comfort letters delivered pursuant to Section 10(i) of the
Purchase Agreement; and




     (B) deliver such other documents and certificates as may be reasonably
requested by the selling Holders to evidence compliance with the matters covered in
clause (A) above and with any customary conditions contained in any agreement
entered into by the Company pursuant to this clause (B);




     (xii) prior to any public offering of Transfer Restricted Securities, cooperate with
the selling Holders and their counsel in connection with the registration and qualification
of the Transfer Restricted Securities under the securities or blue sky laws of such
jurisdictions as the selling Holders may request and do any and all other acts or things
necessary or advisable to enable the disposition in such jurisdictions of the Transfer
Restricted Securities covered by the applicable Registration Statement, but in no event for
longer than 365 days from the effective date of the Registration Statement; provided,
however, that the Company shall not be required to register or qualify as a foreign
corporation where it is not now so qualified or to take any action that would subject it to
the service of process in suits or to taxation, other than as to matters and transactions
relating to the Registration Statement, in any jurisdiction where it is not now so subject;




     (xiii) in connection with any sale of Transfer Restricted Securities that will result
in such securities no longer being Transfer Restricted Securities, reasonably cooperate with
the Holders to facilitate the timely preparation and delivery of certificates representing
Transfer Restricted Securities to be sold and not bearing any restrictive legends; and to
register such Transfer Restricted Securities in such denominations and such names as the
selling Holders may request at least two Business Days prior to such sale of Transfer
Restricted Securities;




     (xiv) use all of its commercially reasonable efforts to cause the disposition of the
Transfer Restricted Securities covered by the Registration Statement to be registered with
or approved by such other governmental agencies or authorities as may be necessary to enable
the seller or sellers thereof to consummate the disposition of such Transfer Restricted
Securities, but in no event for longer than 365 days from the effective date of the
Registration Statement, subject to the proviso contained in clause (xii) above;




     (xv) provide a CUSIP number for all Transfer Restricted Securities not later than the
effective date of a Registration Statement covering such Transfer Restricted Securities and
provide the Trustee under the Indenture with printed certificates for the Transfer
Restricted Securities which are in a form eligible for deposit with the Depository Trust
Company;



12









 






     (xvi) otherwise use all of its commercially reasonable efforts to comply with all
applicable rules and regulations of the Commission, and with regard to any Shelf
Registration Statement for which an underwriter has been engaged, use all of its
commercially reasonable efforts to make generally available to its security holders, as soon
as practicable, a consolidated earnings statement meeting the requirements of Rule 158 under
the Act (which need not be audited) covering a twelve-month period beginning after the
effective date of the Registration Statement (as such term is defined in paragraph (c) of
Rule 158 under the Act);




     (xvii) cause the Indenture to be qualified under the TIA not later than the effective
date of the first Registration Statement required by this Agreement and, in connection
therewith, cooperate with the Trustee and the Holders to effect such changes to the
Indenture as may be required for such Indenture to be so qualified in accordance with the
terms of the TIA; and execute and use all of its commercially reasonable efforts to cause
the Trustee to execute, all documents that may be required to effect such changes and all
other forms and documents required to be filed with the Commission to enable such Indenture
to be so qualified in a timely manner; and




     (xviii) unless otherwise available through the Commission’s EDGAR System, provide
promptly to each Holder, upon request, each document filed with the Commission pursuant to
the requirements of Section 13 or Section 15(d) of the Exchange Act.



     (d) Restrictions on Holders. Each Holder agrees by acquisition of a Transfer
Restricted Security that, upon receipt of the notice referred to in Section 6(c)(iii)(C) or any
notice from the Company of the existence of any fact of the kind described in Section 6(c)(iii)(D)
hereof (in each case, a “Suspension Notice”), such Holder will forthwith discontinue
disposition of Transfer Restricted Securities pursuant to the applicable Registration Statement
until (i) such Holder has received copies of the supplemented or amended Prospectus contemplated by
Section 6(c)(iv) hereof, or (ii) such Holder is advised in writing by the Company that the use of
the Prospectus may be resumed, and has received copies of any additional or supplemental filings
that are incorporated by reference in the Prospectus (in each case, the “Recommencement
Date”). Each Holder receiving a Suspension Notice hereby agrees that it will either (i)
destroy any Prospectuses, other than permanent file copies, then in such Holder’s possession which
have been replaced by the Company with more recently dated Prospectuses or (ii) deliver to the
Company (at the Company’s expense) all copies, other than permanent file copies, then in such
Holder’s possession of the Prospectus covering such Transfer Restricted Securities that was current
at the time of receipt of the Suspension Notice. The time period regarding the effectiveness of
such Registration Statement set forth in Section 3 or 4 hereof, as applicable, shall be extended by
a number of days equal to the number of days in the period from and including the date of delivery
of the Suspension Notice to the Recommencement Date; provided, however, no such extension shall be
taken into account in determining whether liquidated damages are due pursuant to Section 5 hereof
or the amount of such liquidated damages.



13









 





SECTION 7. REGISTRATION EXPENSES




     (a) All expenses incident to the Company’s performance of or compliance with this Agreement
will be borne by the Company, regardless of whether a Registration Statement becomes effective,
including without limitation: (i) all registration and filing fees and expenses; (ii) all fees and
expenses of compliance with federal securities and state Blue Sky or securities laws; (iii) all
expenses of printing (including printing certificates for the Exchange Notes to be issued in the
Exchange Offer and printing of Prospectuses), messenger and delivery services and telephone; (iv)
all fees and disbursements of outside counsel for the Company and one outside counsel (in addition
to one local counsel) for the Holders of Transfer Restricted Securities; (v) all application and
filing fees in connection with listing the Exchange Notes on a national securities exchange or
automated quotation system pursuant to the requirements hereof; and (vi) all fees and disbursements
of independent certified public accountants of the Company (including the expenses of any special
audit letters required by or incident to such performance).



     The Company will, in any event, bear its internal expenses (including, without limitation, all
salaries and expenses of its officers and employees performing legal or accounting duties), the
expenses of any annual audit and the fees and expenses of any Person, including special experts,
retained by the Company.



     (b) In connection with any Registration Statement required by this Agreement (including,
without limitation, the Exchange Offer Registration Statement and the Shelf Registration Statement)
regardless of whether a Registration Statement becomes effective, the Company will reimburse the
Initial Purchaser and the Holders of Transfer Restricted Securities who are tendering Initial Notes
in the Exchange Offer and/or selling or reselling Initial Notes or Exchange Notes pursuant to the
“Plan of Distribution” contained in the Exchange Offer Registration Statement or the Shelf
Registration Statement, as applicable, for the reasonable and actual documented fees and
disbursements of not more than one counsel, who shall be Latham & Watkins LLP, unless another firm
shall be chosen by the Holders of a majority in principal amount of the Transfer Restricted
Securities for whose benefit such Registration Statement is being prepared.



SECTION 8. INDEMNIFICATION




     (a) The Company agrees to indemnify and hold harmless each Holder, its directors, officers and
each Person, if any, who controls such Holder (within the meaning of Section 15 of the Act or
Section 20 of the Exchange Act), from and against any and all losses, claims, damages, liabilities,
judgments, and expenses (including without limitation, any legal or other expenses incurred in
connection with investigating, preparing or defending any matter, including any action that could
give rise to any such losses, claims, damages, liabilities or judgments) caused by any untrue
statement or alleged untrue statement of a material fact contained in any Registration Statement,
preliminary prospectus or Prospectus (or any amendment or supplement thereto) provided by the
Company to any Holder or any prospective purchaser of Exchange Notes or registered Initial Notes,
or caused by any omission or alleged omission to state therein a material fact required to be
stated therein or necessary to make the statements therein, in light of the circumstances under
which they were made, not misleading, except insofar as such losses, claims, damages, liabilities
or judgments are caused by an untrue statement or omission or



14









 







alleged untrue statement or omission that is based upon information relating to any of the
Holders furnished in writing to the Company by any of the Holders.



     (b) Each Holder of Transfer Restricted Securities agrees, severally and not jointly, to
indemnify and hold harmless the Company, and its directors and officers, and each person, if any,
who controls (within the meaning of Section 15 of the Act or Section 20 of the Exchange Act) the
Company to the same extent as the foregoing indemnity from the Company set forth in Section 8(a)
above, but only with reference to information relating to such Holder furnished in writing to the
Company by such Holder expressly for use in any Registration Statement, preliminary prospectus or
Prospectus (or any amendment or supplement thereto). In no event shall any Holder, its directors,
officers or any Person who controls such Holder be liable or responsible for any amount in excess
of the amount by which the total amount received by such Holder with respect to its sale of
Transfer Restricted Securities pursuant to a Registration Statement exceeds (i) the amount paid by
such Holder for such Transfer Restricted Securities and (ii) the amount of any damages that such
Holder, its directors, officers or any Person who controls such Holder has otherwise been required
to pay by reason of such untrue or alleged untrue statement or omission or alleged omission.



     (c) In case any action shall be commenced involving any person in respect of which indemnity
may be sought pursuant to Sections 8(a) or 8(b) (the “indemnified party”), the indemnified
party shall promptly notify the person against whom such indemnity may be sought (the
“indemnifying person”) in writing and the indemnifying party shall assume the defense of
such action, including the employment of counsel reasonably satisfactory to the indemnified party
and the payment of all fees and expenses of such counsel, as incurred (except that in the case of
any action in respect of which indemnity may be sought pursuant to both Sections 8(a) and 8(b), a
Holder shall not be required to assume the defense of such action pursuant to this Section 8(c),
but may employ separate counsel and participate in the defense thereof, but the fees and expenses
of such counsel, except as provided below, shall be at the expense of the Holder). Any indemnified
party shall have the right to employ separate counsel in any such action and participate in the
defense thereof, but the fees and expenses of such counsel shall be at the expense of the
indemnified party unless (i) the employment of such counsel shall have been specifically authorized
in writing by the indemnifying party, (ii) the indemnifying party shall have failed to assume the
defense of such action or employ counsel reasonably satisfactory to the indemnified party or (iii)
the named parties to any such action (including any impleaded parties) include both the indemnified
party and the indemnifying party, and the indemnified party shall have been advised by such counsel
that there may be one or more legal defenses available to it which are different from or additional
to those available to the indemnifying party (in which case the indemnifying party shall not have
the right to assume the defense of such action on behalf of the indemnified party). In any such
case, the indemnifying party shall not, in connection with any one action or separate but
substantially similar or related actions in the same jurisdiction arising out of the same general
allegations or circumstances, be liable for the fees and expenses of more than one separate firm of
attorneys (in addition to any local counsel) for all indemnified parties and all such fees and
expenses shall be reimbursed as they are incurred. Such firm shall be designated in writing by a
majority of the Holders, in the case of the parties indemnified pursuant to Section 8(a), and by
the Company, in the case of parties indemnified pursuant to Section 8(b). No indemnifying party
shall, without the prior written consent of the indemnified party, effect any settlement or
compromise of, or consent to the entry of judgment with respect



15









 







to, any pending or threatened action in respect of which the indemnified party is or could
have been a party and indemnity or contribution may be or could have been sought hereunder by the
indemnified party, unless such settlement, compromise or judgment (i) includes an unconditional
release of the indemnified party from all liability on claims that are the subject matter of such
action and (ii) does not include a statement as to or an admission of fault, culpability or a
failure to act, by or on behalf of the indemnified party. No indemnifying person shall be liable
for any settlement on its behalf, effectuated without its consent.



     (d) To the extent that the indemnification provided for in this Section 8 is unavailable to an
indemnified party in respect of any losses, claims, damages, liabilities or judgments referred to
therein, then each indemnifying party, in lieu of indemnifying such indemnified party, shall
contribute to the amount paid or payable by such indemnified party as a result of such losses,
claims, damages, liabilities or judgments (i) in such proportion as is appropriate to reflect the
relative benefits received by the Company, on the one hand, and the Holders, on the other hand,
from their sale of Transfer Restricted Securities or (ii) if the allocation provided by clause
8(d)(i) above is not permitted by applicable law, in such proportion as is appropriate to reflect
not only the relative benefits referred to in clause 8(d)(i) above but also the relative fault of
the Company, on the one hand, and of the Holder, on the other hand, in connection with the
statements or omissions which resulted in such losses, claims, damages, liabilities or judgments,
as well as any other relevant equitable considerations. The relative fault of the Company, on the
one hand, and of the Holder, on the other hand, shall be determined by reference to, among other
things, whether the untrue or alleged untrue statement of a material fact or the omission or
alleged omission to state a material fact relates to information supplied by the Company, on the
one hand, or by the Holder, on the other hand, and the parties’ relative intent, knowledge, access
to information and opportunity to correct or prevent such statement or omission.



     The Company and each Holder agree that it would not be just and equitable if contribution
pursuant to this Section 8(d) were determined by pro rata allocation (even if the Holders were
treated as one entity for such purpose) or by any other method of allocation which does not take
account of the equitable considerations referred to in the immediately preceding paragraph. The
amount paid or payable by an indemnified party as a result of the losses, claims, damages,
liabilities or judgments referred to in the immediately preceding paragraph shall be deemed to
include, subject to the limitations set forth above, any outside legal counsel or other expenses
reasonably incurred by such indemnified party in connection with investigating or defending any
matter, including any action that could have given rise to such losses, claims, damages,
liabilities or judgments. Notwithstanding the provisions of this Section 8, no Holder, its
directors, its officers or any Person, if any, who controls such Holder shall be required to
contribute, in the aggregate, any amount in excess of the amount by which the total received by
such Holder with respect to the sale of Transfer Restricted Securities pursuant to a Registration
Statement exceeds (i) the amount paid by such Holder for such Transfer Restricted Securities and
(ii) the amount of any damages which such Holder has otherwise been required to pay by reason of
such untrue or alleged untrue statement or omission or alleged omission. No person guilty of
fraudulent misrepresentation (within the meaning of Section 11(f) of the Act) shall be entitled to
contribution from any person who was not guilty of such fraudulent misrepresentation. The Holders’
obligations to contribute pursuant to this Section 8(d) are several in proportion to the respective
principal amount of Transfer Restricted Securities held by each Holder hereunder and not joint.



16









 





SECTION 9. RULE 144A AND RULE 144




     The Company agrees with each Holder, for so long as any Transfer Restricted Securities remain
outstanding and during any period in which the Company (i) is not subject to Section 13 or 15(d) of
the Exchange Act, to make available, upon request of any Holder, to such Holder or beneficial owner
of Transfer Restricted Securities in connection with any sale thereof and any prospective purchaser
of such Transfer Restricted Securities designated by such Holder or beneficial owner, the
information required by Rule 144A(d)(4) under the Act in order to permit resales of such Transfer
Restricted Securities pursuant to Rule 144A under the Act, and (ii) is subject to Section 13 or
15(d) of the Exchange Act, to make all filings required thereby in a timely manner in order to
permit resales of such Transfer Restricted Securities pursuant to Rule 144.



SECTION 10. MISCELLANEOUS




     (a) Remedies. The Company acknowledges and agrees that any failure by the Company to
comply with its obligations under Sections 3 and 4 hereof may result in material irreparable injury
to the Initial Purchaser or the Holders for which there is no adequate remedy at law, that it will
not be possible to measure damages for such injuries precisely and that, in the event of any such
failure, the Initial Purchaser or any Holder may obtain such relief as may be required to
specifically enforce the Company’s obligations under Sections 3 and 4 hereof. The Company further
agrees to waive the defense in any action for specific performance that a remedy at law would be
adequate.



     (b) No Inconsistent Agreements. The Company will not, on or after the date of this
Agreement, enter into any agreement with respect to its securities that is inconsistent with the
rights granted to the Holders in this Agreement or otherwise conflicts with the provisions hereof.
The Company has not previously entered into, nor is it currently a party to, any agreement granting
any registration rights with respect to its securities to any Person that would require such
securities to be included in any Registration Statement filed hereunder. The rights granted to the
Holders hereunder do not in any way conflict with and are not inconsistent with the rights granted
to the holders of the Company’s securities under any agreement in effect on the date hereof.



     (c) Amendments and Waivers. The provisions of this Agreement may not be amended,
modified or supplemented, and waivers or consents to or departures from the provisions hereof may
not be given unless (i) in the case of Section 5 hereof and this Section 10(c)(i), the Company has
obtained the written consent of Holders of all outstanding Transfer Restricted Securities and (ii)
in the case of all other provisions hereof, the Company has obtained the written consent of Holders
of a majority of the outstanding principal amount of Transfer Restricted Securities (excluding
Transfer Restricted Securities held by the Company or its Affiliates). Notwithstanding the
foregoing, a waiver or consent to departure from the provisions hereof that relates exclusively to
the rights of Holders whose Transfer Restricted Securities are being tendered pursuant to the
Exchange Offer, and that does not affect directly or indirectly the rights of other Holders whose
Transfer Restricted Securities are not being tendered pursuant to such Exchange Offer, may be given
by the Holders of a majority of the outstanding principal amount of Transfer Restricted Securities
subject to such Exchange Offer.



17









 





     (d) Third Party Beneficiary. The Holders shall be third party beneficiaries to the
agreements made hereunder between the Company, on the one hand, and the Initial Purchaser, on the
other hand, and shall have the right to enforce such agreements directly to the extent they may
deem such enforcement necessary or advisable to protect its rights or the rights of Holders
hereunder.



     (e) Notices. All notices and other communications provided for or permitted hereunder
shall be made in writing by hand-delivery, first-class mail (registered or certified, return
receipt requested), telecopier or air courier guaranteeing overnight delivery:




     (i) if to a Holder, at the address set forth on the records of the Registrar under the
Indenture, with a copy to the Registrar under the Indenture; and




     (ii) if to the Company:


Rural Cellular Corporation

P.O. Box 2000

3905 Dakota Street SW

Alexandria, Minnesota 56308

Telecopier No.: (320) 808-1202

Attention: Suzanne S. Allen



With a copy to:



Skadden, Arps, Slate, Meagher & Flom LLP

333 West Wacker Drive

Chicago, Illinois 60606

Telecopier No.: (312) 407-0411

Attention: Gary Cullen, Esq.




     All such notices and communications shall be deemed to have been duly given: at the time
delivered by hand, if personally delivered; five Business Days after being deposited in the mail,
postage prepaid, if mailed; when receipt acknowledged, if telecopied; and on the next Business Day,
if timely delivered to an air courier guaranteeing overnight delivery.



     Copies of all such notices, demands or other communications shall be concurrently delivered by
the Person giving the same to the Trustee at the address specified in the Indenture.



     (f) Successors and Assigns. This Agreement shall inure to the benefit of and be
binding upon the successors and assigns of each of the parties, including without limitation and
without the need for an express assignment, subsequent Holders; provided that nothing herein shall
be deemed to permit any assignment, transfer or other disposition of Transfer Restricted Securities
in violation of the terms hereof or of the Purchase Agreement or the Indenture. If any transferee
of any Holder shall acquire Transfer Restricted Securities in any manner, whether by operation of
law or otherwise, such Transfer Restricted Securities shall be held subject to all of the terms of
this Agreement, and by taking and holding such Transfer Restricted Securities such



18









 







Person shall be conclusively deemed to have agreed to be bound by and to perform all of the
terms and provisions of this Agreement, including the restrictions on resale set forth in this
Agreement and, if applicable, the Purchase Agreement, and such Person shall be entitled to receive
the benefits hereof.



     (g) Counterparts. This Agreement may be executed in any number of counterparts and by
the parties hereto in separate counterparts, each of which when so executed shall be deemed to be
an original and all of which taken together shall constitute one and the same agreement.



     (h) Headings. The headings in this Agreement are for convenience of reference only
and shall not limit or otherwise affect the meaning hereof.



     (i) Governing Law. THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE
WITH THE LAWS OF THE STATE OF NEW YORK, WITHOUT REGARD TO THE CONFLICT OF LAW RULES THEREOF.



     (j) Severability. In the event that any one or more of the provisions contained
herein, or the application thereof in any circumstance, is held invalid, illegal or unenforceable,
the validity, legality and enforceability of any such provision in every other respect and of the
remaining provisions contained herein shall not be affected or impaired thereby.



     (k) Entire Agreement. This Agreement is intended by the parties as a final expression
of their agreement and intended to be a complete and exclusive statement of the agreement and
understanding of the parties hereto in respect of the subject matter contained herein. There are
no restrictions, promises, warranties or undertakings, other than those set forth or referred to
herein with respect to the registration rights granted with respect to the Transfer Restricted
Securities. This Agreement supersedes all prior agreements and understandings between the parties
with respect to such subject matter.



(Signature Pages Follow)




19









 





     IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first written
above.



	 	 	 	 	 
	 	RURAL CELLULAR CORPORATION

 	 
	 	By:  	/s/ Wesley E. Schultz
 	 
	 	 	Name:  	Wesley E. Schultz 	 
	 	 	Title:  	Executive Vice President and Chief Financial Officer 	 
	 



Bear, Stearns & Co. Inc.




	 	 	 	 	 
	By:

	 	/s/ Fred Turpin	 	 
	 

	 	 	 	 
	 

	 	Name: Fred Turpin	 	 
	 

	 	Title: SMD