exv10w12xby



 






			
	 	 	 
	CONFIDENTIAL TREATMENT REQUESTED
	 	Exhibit 10.12 (b) Redacted






AMENDMENT NO. 1 TO INTERCARRIER MULTI-STANDARD

ROAMING AGREEMENT

BETWEEN

RURAL CELLULAR CORPORATION

AND

CINGULAR WIRELESS LLC




This Amendment No. 1 to the INTERCARRIER MULTI-STANDARD ROAMING AGREEMENT (hereinafter the
“Agreement”) is entered into by and between RURAL CELLULAR CORPORATION (“Rural”), on behalf of
itself and its Affiliates and CINGULAR WIRELESS LLC (“Cingular”), on behalf of itself and its
Affiliates.




WITNESSETH




WHEREAS, Rural and Cingular entered into the Agreement effective June 6, 2003; and




WHEREAS, Rural and Cingular desire to promote GSM technology generally and to increase the
availability of roaming services; and




WHEREAS, Rural and Cingular desire to amend the Agreement as hereinafter set forth (“the
Amendment”):




NOW, THEREFORE, in consideration of the premises and the covenants hereinafter contained, the
parties hereto agree as follows:





	 	1.  	Effective Date. This Amendment shall be effective as of the
date of signature by both Parties (“Effective Date”).
	 
	 	2.  	Term. The term of this Amendment shall be coterminous with
the Agreement. The initial term of the Agreement is hereby extended until **.
	 
	 	3.  	Definition of Affiliate. Section 1, Subsection a. of the
Agreement is hereby replaced in its entirety as follows:
	 
	 	   	1(a). “Affiliate” means **.
	 
	 	4.  	**.
	 
	 	5.  	**.
	 
	 	6.  	**.
	 
	 	7.  	Geographic Information. Section 4(f)(iii) of the Agreement
is hereby replaced in its entirety as follows:
	 
	 	   	The Parties agree to provide each other, on no less than a quarterly basis, maps
reflecting current GSM coverage **. Either Party may rely upon this data for
inclusion in marketing materials and for purposes of educating its employees and











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




1









 










			
	 	 	 
	CONFIDENTIAL TREATMENT REQUESTED
	 	Exhibit 10.12 (b) Redacted







customers where GSM services may be available or for use by the Operations
Council, unless a Party provides written consent to reliance for another use.




	 	8.  	Rates. Rural and Cingular agree that Exhibit 3, Roaming
Rates and Terms, attached to the Agreement is hereby deleted in its entirety, and
the Parties shall pay each other for the provision of roaming service to each
other’s subscribers as set forth below.






	 	A.  	GSM Rates for **:
	 
	 	B.  	GSM Rates for **: 
	 
	 	C.  	TDMA Rates:






*TDMA rates will be effective as of January 16th. GSM rates will be
effective as of January 1st.




** The first number listed applies to standard airtime and the second number
to domestic toll per minutes of use (MOUs).




**.




	 	D.  	GPRS/EDGE Rates: **.
	 
	 	E.  	SMS Rates: **.
	 
	 	F.  	Surcharges and Interconnect Fees. The Parties agree that there shall be
no charges for Daily Surcharges. Landline interconnect fees may apply to TDMA calls, but
will not apply to GSM calls.
	 
	 	G.  	Directory Assistance/International Toll Calls. Cingular will charge Rural
$ ** per Directory Assistance Call. Rural will charge Cingular $ ** per
Directory Assistance call until such time as Rural can affect a billing change to charge
Cingular $ ** per call. International Toll calls shall be at the rates set forth
in Exhibit 12.






	 	9.  	**.
	 
	 	10.  	**.
	 
	 	11.  	**.
	 
	 	12.  	Performance Liquidated Damages. The Parties agree to the
following performance liquidated damages which shall supersede the liquidated
damages set forth in Sections 4(f)(i)(A), 4(f)(i)(B) and 4(f)(i)(C) of the
Agreement:






**.







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



2









 





			
	 	 	 
	CONFIDENTIAL TREATMENT REQUESTED
	 	Exhibit 10.12 (b) Redacted







	 	13.  	Intersystem Handoff. The Parties agree to meet annually to
identify appropriate intersystem handoffs at cell sites that border each others
networks to improve each Party’s customer experience when roaming. The Parties
agree to then commence deployment of such intersystem handoffs as currently
specified in Exhibit 6 within ** of the Effective Date and to discuss on an annual
basis to deploy any additional intersystem handoffs as quickly as commercially
reasonable, but agree that this functionality will be deployed within ** from the
date the Parties agree to implement an intersystem handoff. The Parties will sign
the Intersystem Handoff agreement attached as Exhibit 7.
	 
	 	14.  	**.
	 
	 	15.  	**.
	 
	 	16.  	**.
	 
	 	17.  	**.
	 
	 	18.  	Operations Council. In addition to the duties of the
Operations Council set forth in Section 4(g) of the Agreement, the Operations
Council shall meet on a quarterly basis. **.
	 
	 	19.  	**.
	 
	 	20.  	**.
	 
	 	21.  	Successors and Assigns. Section 29 of the Agreement is
hereby replaced in its entirety as follows:






a. Neither Party may, directly or indirectly, sell, assign, transfer, or convey its
interest in this Agreement or any of its rights or obligations hereunder, including any
assignment or transfer occurring by operation of law, without the written consent of
both Parties, except that (i) either Party may assign or delegate its rights or
obligations hereunder, except as set forth in subsection (b) below, to an Affiliate of
such Party without consent of the other Party, but such assignment or delegation will
not relieve the Party of any of its obligations hereunder and (ii) a Party may assign
its rights and obligations hereunder to an assignee of its license or permit issued by
the FCC, provided that such assignee expressly assumes, by written instrument, all
obligations of such Party hereunder and thereby becomes a Party hereunder.




	 	b.  	**.
	 
	 	22.  	**.






23. Partial Invalidity . Wherever possible, each provision hereof
shall be interpreted in such manner as to be effective and valid under applicable law,
but in case any one or more of the provisions contained herein shall, for any reason, be
held to be invalid, illegal or unenforceable in any respect, such provision shall be
ineffective to the extent, but only to the extent, of such invalidity, illegality or
unenforceability without








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



3









 





			
	 	 	 
	CONFIDENTIAL TREATMENT REQUESTED
	 	Exhibit 10.12 (b) Redacted







invalidating the remainder of such invalid, illegal or
unenforceable provision or provisions or any other provisions hereof, unless such a
construction would be unreasonable. If the Agreement or this Amendment or any portion
thereof cannot be reasonably saved by rendering the contested provision(s) or portions
thereof ineffective, the Parties shall use their commercially reasonable efforts to
negotiate and to agree upon a cure to the problem if reasonably possible. If the
Agreement and the Amendment conflict, the Amendment will control.




24. Ratification. All other terms and conditions of the Agreement in all other
respects remain unmodified and in full force and effect.



IN WITNESS WHEREOF, Cingular and Rural have caused this Agreement to be executed in duplicate
counterparts, each of which will be deemed to be an original instrument.




	 	 	 	 	 	 	 	 	 	 	 
	RURAL CELLULAR CORPORATION	 	 	 	CINGULAR WIRELESS LLC	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	On behalf of itself and its Affiliates	 	 	 	On behalf of itself and its Affiliates	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	By:

	 	 	 	 	 	By:	 	 	 	 
	

	 	 
	 	 	 	 	 	 	 	 
	(Authorized Signature)	 	 	 	(Authorized Signature)	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	Name:	 	Ann K. Newhall	 	 	 	Name:	 	Tom Keathley	 	 
	(Print or type)	 	 	 	(Print or type)	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	Title: Executive Vice President and COO	 	 	 	Title: Executive Director – SCM	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	Date:

	 	 	 	 	 	Date:	 	 	 	 
	

	 	 
	 	 	 	 	 	 	 	 










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



4









 






			
	 	 	 
	CONFIDENTIAL TREATMENT REQUESTED
	 	Exhibit 10.12 (b) Redacted






EXHIBIT LIST





	1.  	**
	 
	2.  	**
	 
	3.  	Roaming Rates and Terms
	 
	4.  	**
	 
	5.  	**
	 
	6.  	Intersystem Handoffs
	 
	7.  	Intersystem Handoff Agreement
	 
	8.  	**
	 
	9.  	**
	 
	10.  	**
	 
	11.  	**
	 
	12.  	International Toll Rates for Rural and Cingular









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



5









 






			
	 	 	 
	CONFIDENTIAL TREATMENT REQUESTED
	 	Exhibit 10.12 (b) Redacted






EXHIBIT 1

**




**.










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




6









 










			
	 	 	 
	CONFIDENTIAL TREATMENT REQUESTED
	 	Exhibit 10.12 (b) Redacted






EXHIBIT 2

**




**.








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



7









 








			
	 	 	 
	CONFIDENTIAL TREATMENT REQUESTED
	 	Exhibit 10.12 (b) Redacted






EXHIBIT 3

ROAMING RATES AND TERMS




This Exhibit 3 is executed by and between Cingular Wireless LLC and its Affiliates (CINGULAR) and
Rural Cellular Corp. and its Affiliates (RCC). The following ** have been agreed to by both parties
and all other terms and conditions of the Intercarrier Multi-Standard Roaming Agreement dated June
6th, 2003 will remain in full effect unless otherwise noted.





	1.  	Cingular 2003 TDMA Rates.






	 	1.1.  	**.






	 	1.1.1.  	**.
	 
	 	1.1.2.  	**.
	 
	 	1.1.3.  	**.






	2.  	Cingular 2004 – 2007 TDMA Rates in **.






	 	2.1  	**.
	 
	 	2.2  	**.
	 
	 	2.3  	**.






	3.  	Cingular TDMA Rates in **.






	 	3.1  	**.
	 
	 	3.2  	**.






	4.  	Cingular GSM Rates.






	 	4.1  	**.
	 
	 	4.1  	**.
	 
	 	4.3  	**.
	 
	 	4.4  	**.
	 
	 	4.5  	**.






	5.  	RCC TDMA Rates. 






	 	5.1.  	**.
	 
	 	5.2.  	**.









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



8









 











			
	 	 	 
	CONFIDENTIAL TREATMENT REQUESTED
	 	Exhibit 10.12 (b) Redacted







	 	5.3.  	**.
	 
	 	5.4.  	**.






	6.  	RCC GSM Rates.






	 	6.1  	**.
	 
	 	6.2  	**.
	 
	 	6.3  	**.
	 
	 	6.4  	**.






	7.  	Short Message Service (SMS) Rates.






**.




	8.  	General Packet Radio Service (GPRS) Rates.






**.




	9.  	Surcharges and Interconnect Fees.






**.




	10.  	Markets.






**.




	11.  	**.





Concurred:




	 	 	 	 	 	 	 	 	 	 	 
	CINGULAR

	 	 	 	 	 	RCC
	 	 	 	 
	

	 	 
	 	 	 	 	 	 	 	 
	

	 	Initials
	 	 	 	 	 	Initials	 	 











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



9









 





			
	 	 	 
	CONFIDENTIAL TREATMENT REQUESTED
	 	Exhibit 10.12 (b) Redacted






EXHIBIT 4

**




•     * *.








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



10









 





			
	 	 	 
	CONFIDENTIAL TREATMENT REQUESTED
	 	Exhibit 10.12 (b) Redacted






EXHIBIT 5

**




**.









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



11









 








			
	 	 	 
	CONFIDENTIAL TREATMENT REQUESTED
	 	Exhibit 10.12 (b) Redacted






Exhibit 6 — Intersystem Handoffs




	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	Market	 	Location Cingular	 	 	 	Location RCC
	Boston_Connecticut

	 	Bernadston CW
	 	to
	 	Catden (NH) Northfield (MA) West Brattleboro (VT)
	Boston_Connecticut

	 	Keene Rt 101
	 	to
	 	West Hill (NH) DT Keene (NH)
	Boston_Connecticut

	 	N. Woodstock NH
	 	to
	 	Lincoln (NH)
	Boston_Connecticut

	 	Plymouth NH
	 	to
	 	Plymouth (NH) Plymouth State University
	Boston_Connecticut

	 	West Lebanon NH
	 	to
	 	Hurricane Hill (VT) Craft Hill (NH)
Johstown (NY) Braodalbin (NY) Foutlon (NY)
	Upstate NY

	 	Albany NY
	 	to
	 	Gloversville (NY)
	Upstate NY

	 	Glen Falls NY
	 	to
	 	Scroon Lake (NY) Granpas Knob (VT)
	Upstate NY (New England)

	 	Athol. MA Rt 2
	 	to
	 	Greenfield (MA) Northfield (MA)
	Upstate NY (New England)

	 	Keene Rt 101
	 	to
	 	West Hill (NH) DT Keene (NH)
	Upstate NY (New England)

	 	N. Woodstock NH
	 	to
	 	Lincoln (NH)












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



12









 








			
	 	 	 
	CONFIDENTIAL TREATMENT REQUESTED
	 	Exhibit 10.12 (b) Redacted






EXHIBIT 7




INTERSYSTEM HANDOVER ATTACHMENT TO INTERCARRIER ROAMER AND LOCAL

WHOLESALE SERIVCE AGREEMENT




          This Inter-System Handover Attachment, including any appendices (the “Attachment”) is by and
between Rural Cellular Corporation (“Rural”) having an office at 3905 Dakota St SW, Alexandria, MN
56308, and Cingular Wireless LLC, on behalf of itself and its Affiliates (“Cingular”), having an
office at Glenridge Highlands Two, 5565 Glenridge Connector, Suite 1520, Atlanta, Georgia 30342
(hereafter collectively called “Cingular ”).




          WHEREAS, CARRIER and Cingular have entered into an MULTISTANDARD ROAMER SERVICE AGREEMENT as
of June 6, 2003 (hereinafter “Roaming Agreement”) which sets forth the obligations of each carrier
for handling roaming traffic of the other carrier; and




          WHEREAS, CARRIER and Cingular wish to establish a more detailed agreement regarding the
handover of GSM traffic between their respective networks;




          NOW THEREFORE, CARRIER and Cingular agree as follows:





	1.  	Attachment
	 
	   	This Attachment shall be appended to the Roaming Agreement as is fully set forth therein and all
terms and conditions of the Roaming Agreement shall apply to this Attachment, including but not
limited to the Term set forth in Section 2.
	 
	2.  	Definitions.
	 
	   	In addition to the Definitions contained in the Roaming Agreement, the following definitions
shall apply:






	 	A.  	Inter-System Handover: the process of transferring a GSM call from one switch to
another without service interruption. This definition includes handovers from 1900 MHz to
850 MHz, 850 MHz to 1900 MHz, 1900 MHz to 1900 MHz, or 850 MHz to 850 Mz systems. Handover
functionality requires interconnecting circuits between the switches and database updates
associated with Border Cell Site configurations.
	 
	 	B.  	Drive Test: the process by which a carrier’s representative analyzes how the
Inter-System Handover functionality is working by physically moving through the area to be
covered by that agreement and sampling the technical interface by causing the systems to
handover multiple times and verifying such according to the agreed-upon test parameters.
	 
	 	C.  	Border Cell Sites: a collection of cell sites physically located along the edges of
each carrier’s serving area that are involved in the Handover process. As a caller moves
outside the range of one MSC, the call must be handed off to another MSC. Border Cell
Sites will act as the interface point to facilitate handover between different switches.









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



13









 











			
	 	 	 
	CONFIDENTIAL TREATMENT REQUESTED
	 	Exhibit 10.12 (b) Redacted







	 	D.  	Affiliate: any entity that directly or indirectly, through one or more intermediaries,
controls, is controlled by or is under common control with another entity. A Party’s
Affiliates also include any entities that control, are controlled by, or are under common
control with, any other Affiliate of that Party. **.






	3.  	Initial Requests
	 
	   	Either party may request GSM Inter-system Handover capability from the other party in areas
served by Border Cell Sites. Requests must be made in writing and submitted to the designated
contact for the party. The Party receiving the request shall have up to ** to approve
or disapprove the request. Upon approval of the Party receiving the request, the request will
then be coordinated and implemented by the respective local market network personnel.
	 
	4.  	Operational Requirements






	 	A.  	Implementation
	 
	 	   	Inter-System Handover implementations will be monitored by the Operations Council as
established in Section 4.g of the Roaming Agreement. Each party will use commercially
reasonable efforts to implement Inter-System Handover capability within ** of the
approval of a request. Requests should be submitted with enough advance notice to ensure
adequate time to install, integrate and test Inter-System Handover functionality. All
information will be kept private and confidential in accordance with the confidentiality
provisions of the Roaming Agreement.
	 
	 	B.  	Interconnect Costs
	 
	 	  	**.
	 
	 	C.  	Integration
	 
	 	   	Both parties will work together to develop a reasonable implementation schedule and test
plan for Inter-System Handovers.
	 
	 	D.  	Testing
	 
	 	   	Both parties will mutually agree upon the Drive Test routes to measure and ensure that the
performance metrics are met. Drive test routes shall be developed to ensure that all major
roadways in the coverage area will be measured, as practically as possible, while
representing the mobility patterns of typical subscribers at the time of the data
collection. Data samples collected during the Drive Test shall be evenly distributed along
the Drive Test route to avoid over-collection of samples in any one specific area to the
extent of practicability. Each party will work together to verify handover functionality and
use commercially reasonable efforts to resolve problems in a timely manner.
	 
	 	E.  	**
	 
	 	   	**
	 
	 	F.  	Charges for Handover calls
	 
	 	  	**.






	5.  	Operational Performance






	 	A.  	Service Level Agreement
	 
	 	  	**.









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



14









 











			
	 	 	 
	CONFIDENTIAL TREATMENT REQUESTED
	 	Exhibit 10.12 (b) Redacted







	 	   	The party receiving the handover will use commercially reasonable efforts to maintain trunk
group availability at ** %.
	 
	 	   	The Parties agree to use commercially reasonable efforts to add necessary trunk group
capacity as needed to support traffic growth.
	 
	 	B.  	Network Modifications
	 
	 	   	Each party agrees to notify the other party ** in advance of all new Border Cell
Site Additions and provide the appropriate information to ensure new sites will handover
properly.
	 
	 	   	Each party agrees to notify the other party thirty (30) days in advance of all Border Cell
Site modifications that may affect Inter-System Handovers. These include, but are not
limited to, changes of antenna type, ERP, antenna height and frequency re-tunes.
	 
	 	C.  	Sharing of Information
	 
	 	   	Each party agrees to meet regularly to discuss network performance and operational issues.
These meetings will be scheduled at the discretion of the local market network teams. The
local market teams will share and maintain contact information and escalation procedures for
problem resolution. Any issues that are not resolved at the local market level will be
escalated to the Operations Council for resolution.
	 
	 	D.  	Trouble Reporting
	 
	 	   	Each party will directly notify the other party of system performance issues. Each party
agrees to respond with commercially reasonable efforts upon notification of problems
affecting this service. Notification shall be sent in accordance with the procedures to be
established by the Operations Council.






	6.  	Dispute Resolution Process
	 
	   	Disputes arising under this Attachment shall be handled in accordance with Section 4.g.2 of
the Roaming Agreement. A party may not terminate the Roaming Agreement or this Attachment for
a violation of a term contained in this Attachment until the parties have first brought the
matter to the attention of the Operations Council and exhausted the dispute resolution
process.
	 
	7.  	Entire Agreement
	 
	   	This Attachment may not be modified or otherwise amended except by a written consent of both
parties signed by an authorized representative of each party. No course of dealing or failure
of either party to strictly enforce any term, right or condition of this Attachment shall be
construed as a general waiver or relinquishment of such term, right or condition. A waiver by
either party of any default shall not be deemed a wavier of any other default.









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



15









 











			
	 	 	 
	CONFIDENTIAL TREATMENT REQUESTED
	 	Exhibit 10.12 (b) Redacted







	8.  	Partial Invalidity
	 
	   	Wherever possible, each provision hereof shall be interpreted in such manner as to be
effective and valid under applicable law, but in case any one or more of the provisions
contained herein shall, for any reason, be held to be invalid, illegal or unenforceable in any
respect, such provision shall be ineffective to the extent, but only to the extent, of such
invalidity, illegality or unenforceability without invalidating the remainder of such invalid,
illegal or unenforceable provision or provisions or any other provisions hereof, unless such a
construction would be unreasonable. If the Attachment or any amendment hereto, or any portion
thereof cannot be reasonably saved by rendering the contested provision(s) or portions thereof
ineffective, the Parties shall use their commercially reasonable efforts to negotiate and to
agree upon a cure to the problem if reasonably possible.
	 
	9.  	Ratification
	 
	   	All other terms and conditions of the Roaming Agreement continue to govern the general roaming
relationship of the parties and Inter-System Handover to the extent not set forth above. Such
terms and conditions include, but are not limited to, additional definitions, default, dispute
resolution, confidentiality, and rates. In the event of a conflict between the terms and
conditions of that Roaming Agreement and this Attachment, this Attachment shall control.





     IN WITNESS WHEREOF, CARRIER and Cingular have caused this Attachment to be executed in
duplicate counterparts, each of which will be deemed to be an original instrument.



	 	 	 	 	 	 	 	 	 	 	 
	CARRIER	 	 	 	CINGULAR WIRELESS LLC	 	 
	 	 	 	 	 	 	On behalf of itself and its Affiliates	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	By:

	 	 	 	 	 	By:	 	 	 	 
	

	 
	 	 	 	 	 	 	 
	
(Authorized Signature)	 	 	 	(Authorized Signature)
	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	Name:

	 	 	 	 	 	Name:	 	 	 	 
	

	 	 
	 	 	 	 	 	 	 	 
	(Print or type)	 	 	 	(Print or type)	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	Title:

	 	 	 	 	 	Title:
	 	 	 	 
	

	 	 
	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	Date:

	 	 	 	 	 	Date:	 	 	 	 
	

	 	 
	 	 	 	 	 	 	 	 











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



16









 






			
	 	 	 
	CONFIDENTIAL TREATMENT REQUESTED
	 	Exhibit 10.12 (b) Redacted






EXHIBIT 8

**







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




17









 








			
	 	 	 
	CONFIDENTIAL TREATMENT REQUESTED
	 	Exhibit 10.12 (b) Redacted






EXHIBIT 9

**







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




18









 








			
	 	 	 
	CONFIDENTIAL TREATMENT REQUESTED
	 	Exhibit 10.12 (b) Redacted






EXHIBIT 10

**







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




19









 








			
	 	 	 
	CONFIDENTIAL TREATMENT REQUESTED
	 	Exhibit 10.12 (b) Redacted






EXHIBIT 11

**







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




20









 








			
	 	 	 
	CONFIDENTIAL TREATMENT REQUESTED
	 	Exhibit 10.12 (b) Redacted






EXHIBIT 12

Cingular’s Schedule — International Toll Charges




	 	 	 	 	 	 	 	 	 	 	 	 
	 	1

	 	 	Australia; Austria;
Bahamas; Belgium;
Bermuda; Denmark;
Finland; France;
Germany; Hong Kong;
Ireland; Italy/Vatican
City; Israel; Japan;
Luxembourg; Monaco;
Netherlands; New
Zealand; Norway;
Singapore; South
Africa; Sweden;
Switzerland; Taiwan;
United Kingdom
	 	 	$**
	 	 	$**	 
	 	2

	 	 	Andorra; Anguilla;
Antigua/Barbuda;
Argentina; Aruba;
Barbados; Belize;
Bolivia;
Bosnia-Herzegovina;
Brazil; British Virgin
Islands; Bulgaria;
Cayman Islands; Chile;
Colombia; Costa Rica;
Croatia; Cyprus; Czech
Republic; Dominica;
Dominican Republic;
Ecuador; El Salvador;
Faeroe Islands; French
Antilles (Guadeloupe,
Martinique,
Montserrat); French
Guyana; Gibraltar;
Greece; Greenland;
Grenada; Guatemala;
Honduras; Hungary;
Iceland; Jamaica;
Liechtenstein; Macau;
Malaysia; Malta;
Mexico; Netherlands
Antilles; Nicaragua;
Panama; Paraguay;
Peru; Philippines;
Poland; Portugal;
Slovak Republic;
Slovenia; South Korea;
Spain; St. Kitts &
Nevis; St. Lucia; St.
Pierre & Miquelon; St.
Vincent & the
Grenadines; Trinidad &
Tobago; Turkey;
Turkish Republic of
Northern Cyprus; Turks
& Caicos Islands;
Uruguay; Venezuela;
Yugoslavia
	 	 	$**
	 	 	$**	 
	 	3

	 	 	Albania; Bahrain;
Belarus; Brunei; Cape
Verde; China;
Comoros/Mayotte;
Egypt; Estonia;
Falkland Islands
(Malvinas); French
Polynesia; Haiti;
India; Indonesia;
Jordan; Kuwait;
Latvia; Lebanon;
Libya; Lithuania;
Macedonia; Mariana
Islands; Marshall
Islands; Mauritius;
Moldova; Morocco;
Namibia; Norfolk &
Antarctica; Oman;
Pakistan; Palau; Papua
New Guinea; Qatar;
Reunion; Romania; San
Marino; Saudi Arabia;
Seychelles; Syria;
Thailand; United Arab
Emirates
	 	 	$**
	 	 	$**	 
	 	4

	 	 	Republic; Guyana;
Angola; Armenia;
Ascension; Azerbaijan;
Bangladesh; Benin;
Bhutan; Botswana;
Burkina Faso; Burundi;
Cambodia; Cameroon;
Central African
Republic; Chad; Congo;
Cook Islands; Cuba;
Diego Garcia;
Djibouti; Equatorial
Guinea; Eritrea;
Ethiopia; Fiji; Gabon;
Gambia; Georgia;
Ghana; Guinea -
Bissau; Guinea Iran; Iraq; Côte
d’Ivoire; Kazakhstan;
Kenya; Kiribati;
Kyrgyzstan; Laos;
Lesotho; Liberia;
Madagascar; Malawi;
Maldives; Mali;
Mauritania;
Micronesia; Mongolia;
Mozambique; Myanmar;
Nauru; Nepal; New
Caledonia; Niger;
Nigeria; Niue Island;
North Korea; Russia;
Rwanda; Sao Tome &
Principe; Senegal;
Sierra Leone; Solomon
Islands; Somali
Republic; Sri Lanka;
St. Helena; Sudan;
Surinam; Swaziland;
Tajikistan; Tanzania;
Togo; Tokelau; Tonga;
Tunisia; Turkmenistan;
Tuvalu; Uganda;
Ukraine; Uzbekistan;
Vanuatu; Vietnam;
Wallis-Futuna; Western
Samoa; Yemen Arab
Republic; Dem. Rep. of
Congo; Zambia;
Zimbabwe
	 	 	$**
	 	 	$**	 
	 










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



21









 






			
	 	 	 
	CONFIDENTIAL TREATMENT REQUESTED
	 	Exhibit 10.12 (b) Redacted






EXHIBIT 12




Rural’s Schedule




     The toll (long distance) rate for International Calls is as follows and does not include taxes or
airtime. Any exception toll rates that exist for the countries below will take precedence over the
standard rate shown. All shown rates are in U.S Dollars and include both peak and off peak times:



	 	 	 	 	 	 
	 
	 	Country	 	 	Standard Rate (USD)	 
	 	Australia, Austria, Bahamas, Barbados, Belgium,
Bermuda, Canada, Cayman Islands, Denmark, Finland,
France, Germany, Hong Kong, Ireland, Italy, Jamaica,
Japan, Netherlands, New Zealand, Norway, Singapore,
Spain, Sweden, Switzerland, Taiwan, United Kingdom
	 	 	$**	 
	 	Albania, Algeria, American Samoa, Andorra, Angola,
Anguilla, Antigua/Barbuda, Argentina, Aruba,
Azerbaijan, Bahrain, Bangladesh, Belarus, Benin,
Bhutan, Bolivia, Bosnia/Herzegovina, Botswana, Brazil,
Burnei, Bulgaria, Burkina Faso, Burundi, BVI
(Tortola), Central African Republic, Chile, China,
Colombia, Congo, Costa Rica, Cyprus, Czech Republic,
Dominica, Dominican Republic, Ecuador, Egypt, El
Salvador, Faroe Islands, French Guiana, Gabon, Gambia,
Georgia, Ghana, Gibraltar, Greece, Grenada,
Guadeloupe, Guatemala, Guinea, Hungary, Iceland,
Indonesia, Iran, Israel, Ivory Coast, Jordan,
Kazakhstan, Korea (South), Kuwait, Kyrgyzstan, Latvia,
Lesotho, Liberia, Libya, Liechtenstein, Lithuania,
Luxembourg, Macau, Macedonia, Malawi, Malaysia, Mali,
Malta Republic, Martinique, Mauritania, Mexico,
Moldova, Mongolia, Montserrat, Mozambique, Namibia,
Netherlands Antilles, Niger, Papua New Guinea,
Paraguay, Philippines, Portugal, Reunion Island,
Romania, Russia, Rwanda, San Marino, Senegal,
Slovakia, Slovenia, St Kitts/Nevis, St Lucia, St
Pierre/Miquelon, St Vincent/Grenadine, Swaziland,
Tajikistan, Thailand, Togo, Trinidad/Tobago, Turkey,
Turkmenistan, Turks/Caicos, Uganda, Ukraine, Uruguay,
Uzebekistan, Yugoslavia, Zambia, Zimbabwe
	 	 	$**	 
	 	Afghanistan, Armenia, Ascension Island, Belize,
Cambodia, Cameroon, Cape Verde Islands, Chad, Congo
Dem Rep (Zaire), Croatia, Djibouti, Equatorial Guinea,
Eritrea, Estonia, Ethiopia, Fiji, French Polynesia,
Greenland, Guyana, Haiti, Honduras, India, Iraq,
Kenya, Kiribati, Korea (North), Laos, Lebanon,
Madagascar, Maldives Republic, Marshall Islands,
Mauritius, Mayotte Islands, Micronesia, Monaco,
Morocco, Myanmar (Burma), Nepal, New Caledonia,
Nicaragua, Nigeria, Oman, Pakistan, Palau, Panama,
Peru, Poland, Qatar, Saudi Arabia, Seychelles, Sierra
Leone, South Africa, Sri Lanka, Sudan, Suriname,
Syria, Tanzania, Tonga, Tunisia, United Arab Emirates,
Venezuela, Vietnam, Western Samoa, Yemen Republic
	 	 	$**	 
	 	Australian Territories, Cook Islands, Cuba, Diego
Garcia, East Timor, Falkland Islands, Guinea-Bissau,
Nauru, Niue Islands, Sao Tome/Principe, Solomon
Islands, Somalia, St Helena, Tokelau, Tuvalu, Vanuatu,
Wallis/Futuna Island
	 	 	$**	 
	 










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



22