**CONFIDENTIAL TREATMENT REQUESTED** Exhibit 10.11(b) Redacted
ADDENDUM
Dated August 4, 2003
Addendum to the Master Purchase Agreement dated March 14, 2002 between EricssonInc. and Rural Cellular Corporation (the “Agreement”).
WHEREAS the parties wish to extend the term of the Agreement and to add certainprovisions to it with respect to the purchase of CDMA and GSM equipment,software and related services.
The parties have agreed:
1. All capitalized terms used in this Addendum will have the meaning set outin the Agreement, unless otherwise specified. All provisions of theAgreement remain unchanged except as set forth below. 2. Section 2 of the Agreement is amended as follows:   The words “for a period of four (4) years” in the first and second linesare replaced by “until August 3, 2008”. 3. Section 3 of the Agreement is amended by adding the followingsubsections:   Subsections (g) and (h) are added:   (g) A process to manage change with respect to the products, services anddeliverables.   (h) With respect to the Eligible Products (as defined below) theAcceptance Tests that will be applicable. 4. Section 15 of the Agreement is replaced by the following:
15. Invoicing and Payment: Unless otherwise provided in theapplicable Statement of Work, Ericsson will, with respect to allthe CDMA and GSM equipment, software and related services listed inAttachment 4 to the proposal (which Attachment 4 is attached heretoand incorporated herein as Exhibit A), as updated by Ericsson fromtime to time to include new CDMA and GSM equipment, software andrelated services (all of the CDMA and GSM equipment, software andrelated services aforementioned in this sentence hereinaftercollectively referred to as the “Eligible Products”) associatedwith the Initial Build Out of a particular market (as such termsare defined in the applicable Statement of Work), invoice Customer* of the purchase order value at receipt of the purchase order, *at delivery and * at Acceptance (as defined below). Support willbe invoiced annually in advance. All other equipment, software andrelated services will be invoiced * at delivery or performance.Each such invoice will be due and payable to Ericsson withinfifteen (15) days from the date of the invoice. Any sum due toEricsson hereunder that is not paid when due will bear interest

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thereafter until paid at a rate equal to the lesser of 1.5% permonth or the maximum rate allowed by applicable law.
5. Section 10 of the Agreement is hereby amended and replaced in itsentirety as follows:   “10. Products. With respect to each product provided by Ericssonto Customer hereunder (the “Product”), Ericsson will deliver theProduct to Customer, F.O.B., Customer’s facilities (or such otherfacilities contracted by Customer), no later than the datemutually agreed in writing by the parties. Title and risk of lossor damage to the Product will pass to Customer upon Ericsson’sdelivery to Customer.” 6. Section 11 is amended as follows:   Subsection (e) is added to Section 11 of the Agreement to read “(e)Customer may make copies of the Software-related documentation solely forinternal purposes.” 7. Section 16 of the Agreement is amended as follows:   The following words are added after the word “product)” in the ninthline: “(unless it is an Eligible Product, in which case the warrantyperiod will be * months following (i) Ericsson’s delivery of the Product(if Ericsson does not install the Eligible Product) or (ii) Acceptance ofthe Eligible Product (if Ericsson installs the Eligible Product))” 8. The following provisions are added to the Agreement:
27. CDMA and GSM Purchase Commitment: During the term of theAgreement, which term is defined in Section 2 of the Agreement andmodified by this Addendum, Customer will purchase from Ericssonboth CDMA and GSM equipment, software and related services that areEligible Products in the amount of at least * (*) (the “CommittedAmount”). During the term of the Agreement, Customer will satisfythe Committed Amount by issuing purchase orders for both CDMA andGSM equipment, software and related services. Customer’s obligationto purchase the Committed Amount is calculated in Customer’spricing as defined in Exhibit A (“Unit Pricing”) prior to theapplication of any credits or discounts for which the Customer iseligible to receive.
28. Discounts: In exchange for Customer’s agreement to purchase theCommitted Amount, Ericsson will provide Customer with discountstotaling * (*) on Eligible Products, as follows:Until Customer purchases the Committed Amount hereunder, Customerwill receive a discount of * on the Unit Price of all EligibleProducts.
29. Credits: In addition to discounts described inSection 28 above, Customer will receive credits totaling *(*), in exchange for Customer’s agreement to

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purchase the Committed Amount. Such credits shall be appliedas follows: Until Customer has purchased the Committed Amount,it will receive a credit equal to * on the Unit Price of allEligible Products purchased, subject to adjustment as set outbelow. Credits will be calculated and issued on January 31,2004 based on all Customer purchases of Eligible Productsduring the period ending December 31, 2003. Thereafter,credits will be calculated and issued to Customer no later thanJanuary 31st for the preceding period of June 30 to December 31and July 31st for the preceding period of January 1 to June 30.Credits must be used within * after they are issued and may beused by Customer against current accounts receivable or againstfuture purchases of Eligible Products from Ericsson. Thesediscounts and credits are provided to Customer in lieu of theincentives referred to in section 8 of the Agreement.
After the Committed Amount has been purchased by Customer, Customerwill be eligible to receive at a minimum the discounts and thecredits set out in Table 1 below.
Table 1 – Discounts and Credits after Committed Amount has beenpurchased. This table is presented in a step fashion. Discountand credit rates are not retroactive.             **Millions of Dollars** **Discounts** **Credits** **Total***  *   *   * *  *   *   * *  *   *   * 
30. CDMA and GSM Prices and Fees: Unless otherwise mutually agreedin writing by the parties in the applicable Statement of Work orpurchase order accepted by Ericsson, the purchase prices of theEligible Products are set forth in Exhibit A. The prices set outin Exhibit A do not include discounts and credits.
31. Preferred Supplier: During the term of this Agreement,Ericsson shall be the preferred supplier of CDMA and GSM equipmentand software purchased by Customer. For purposes of thisparagraph, “preferred supplier” means that during the term of thisAgreement, Customer shall purchase CDMA and GSM equipment andsoftware from Ericsson, provided that Ericsson’s rates, terms andconditions are competitive with the rates, terms and conditionsoffered by third parties for substantially similar CDMA and GSMequipment and software.
32. Acceptance. The following provisions apply with respect to theacceptance of Eligible Products:
 32.1 Acceptance Tests set out in the relevantStatement of Work (the “Acceptance Tests”) will be carried outin respect of the Eligible Products specified therein that areinstalled by Ericsson, to verify that they will

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   operate and perform in accordance with the relevantspecifications provided by Ericsson (the “Specifications”).  32.2 Ericsson will notify Customer when it determinesthat the Eligible Product is ready for Acceptance Tests, suchnotice to be given no less than seventy-two (72) hours beforecommencement of the Acceptance Tests. Customer and Ericssonwill jointly commence the Acceptance Tests on the datemutually agreed upon by both parties and specified inEricsson’s notice (or other determined date). Representativesof Ericsson and Customer will sign off on the form provided byEricsson for the Acceptance Tests (the “Tests Results Form”)as to whether each item of the test was passed or failed. IfCustomer does not have a representative attend the AcceptanceTests on the mutually scheduled date, Ericsson will proceedwith those tests and immediately forward the Test Results Formto Customer. No later than five (5) days after the effectivereceipt (in accordance with Section 21 of the Agreement) byCustomer of the Test Results Form, Customer will give Ericssona written notice confirming that the Eligible Product isaccepted or refusing acceptance, in which case Customer’snotice will state the particulars of the alleged deviation.If Customer fails to notify Ericsson during this period,Ericsson will, at its discretion but acting reasonably,determine whether or not the Eligible Product is accepted andthe Eligible Product is deemed to have been accepted on thedate upon which the Acceptance Tests were successfullycompleted.  32.3 If the Acceptance Tests results indicate that theEligible Product does not fulfill the requirements of theSpecifications, Ericsson will diligently correct these defectsat no additional cost to Customer. Acceptance of the EligibleProduct will not be unreasonably refused because of minordeviations that do not prevent the Eligible Product from beingput into operation, although this will not relieve Ericssonfrom its obligation to remedy the deviations without unduedelay. As used in the previous sentence “minor deviation”means that both parties agree that the defect will not affectend users quality of service. Upon correction of the defects,the relevant Acceptance Tests will be repeated on the relevantEligible Products in accordance with the procedures set out inthis Article. Upon successful completion of the AcceptanceTests, the Eligible Product will be deemed accepted byCustomer and Acceptance will be deemed to have taken place asof that completion.  32.4 If the date the Acceptance Tests are successfullycompleted is delayed as the result of the failure of Customerto fulfill its obligations under this Agreement, Acceptancewill be deemed to have occurred on the date it wouldreasonably have taken place if Customer had fulfilled thoseobligations.

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 32.5 Acceptance of the Eligible Product may involvetesting the Eligible Product itself and interfaces (standardor agreed) to equipment not supplied by Ericsson under thisAgreement. For this reason, tests of all products notsupplied by Ericsson must be completed by Customer prior tocommencement of Acceptance Tests and in the event that testsof applicable external products are incomplete, Customer willallow Ericsson to exclude affected tests, and the Test ResultsForm will indicate that tests have been excluded. In the eventthe Eligible Product passes the other relevant tests, theEligible Product will be deemed accepted. Ericsson will helpco-ordinate integration testing with products not supplied byEricsson and may require the participation of the suppliers ofsuch products in the testing process.  32.6 If Customer commences use of the EligibleProduct, other than for the express purpose of training ortesting as agreed between Ericsson and Customer in writingprior to Acceptance, the Eligible Product will be deemedaccepted by Customer.
33. Late Performance Payment: If and to the extent that there are lessthan forty-two (42) GSM sites accepted by Customer on or before December31, 2003 due to Ericsson’s failure to perform its obligations hereunder,Ericsson will, as its sole and exclusive liability, pay to Customer alate performance payment (as liquidated damages) equal to [* (*)] of thepurchase price (net of any and all applicable discounts and credits) ofthe equipment and software to be provided by Ericsson to Customerhereunder for each such delayed GSM site, per week, for each full week ofdelay, up to a maximum of * (*) of the purchase price (net of anyapplicable discounts and credits) of such equipment and software.Notwithstanding the foregoing, the late performance payment provided inthis Section 33 will not apply to the extent that the delay isattributable to any act or omission of Customer or third parties underCustomer’s control (including, without limitation, its agents,subcontractors or vendors (other than Ericsson)), or force majeureevents.
34. CDMA Commitment: In the event that during the term of the Agreement,the Chief Executive Office of Ericsson declares in writing that Ericssonhas decided to cease its CDMA infrastructure business in the UnitedStates, then Customer will, within * following such written declaration,notify Ericsson whether or not Customer will exercise its option toreturn the CDMA equipment and software then already purchased fromEricsson hereunder. If Customer notifies Ericsson in writing within such* period that Customer will exercise such option (such written noticehereinafter referred to as the “Exercise Notice”), then Customer will,within * following Ericsson’s receipt of the Exercise Notice, return theCDMA equipment, and software to Ericsson, in which event Ericsson willprovide Customer with a refund, as follows:
 (i) Upon Ericsson’s receipt of the Exercise Notice, Ericsson willprovide Customer with a refund equal to * of the Net Purchase Priceof such CDMA equipment and software.

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 (ii) Upon Ericsson’s receipt of the CDMA equipment and software, *(*) of the Net Purchase Price of such CDMA equipment and software.
For purposes of this Section 34, “Net Purchase Price” is calculated asfollows:
 (1) If Ericsson receives the Exercise Notice within the first twoyears following the Addendum Effective Date, the Net Purchase Pricewill be * (*) of the purchase price (that is net of any applicablediscounts and credits) paid by Customer to Ericsson.  (2) If Ericsson receives the Exercise Notice within the thirdyear following the Addendum Effective Date, the Net Purchase Pricewill be * (*) of the purchase price (that is net of any applicablediscounts and credits) paid by Customer to Ericsson.  (3) If Ericsson receives the Exercise Notice within the fourthyear following the Addendum Effective Date, the Net Purchase Pricewill be * (*) of the purchase price (that is net of any applicablediscounts and credits) paid by Customer to Ericsson.  (4) If Ericsson receives the Exercise Notice within the fifthyear following the Addendum Effective Date, the Net Purchase Pricewill be * (*) of the purchase price (that is net of any applicablediscounts and credits) paid by Customer to Ericsson.  (5) If Ericsson receives the Exercise Notice after the fifth yearfollowing the Addendum Effective Date, the Net Purchase Price willbe * (*) of the purchase price (that is net of any applicablediscounts and credits) paid by Customer to Ericsson.
35. Product Features: Ericsson represents and warrants that the EligibleProducts, as represented in the RFP response dated July 15, 2003 and asset forth in Exhibit B will perform as described in these documents. TheRFP response dated July 15, 2003 and Exhibit B are herein incorporatedinto this Agreement.
9. This Addendum will be governed and construed in accordance with the Lawsof the State of New York, other than the choice of law rules. 10. This Addendum, the Agreement, each Statement of Work, and all exhibitsattached hereto or thereto, each of which is hereby incorporated herein ortherein, as applicable, for all purposes, constitute, as of the EffectiveDate or the effective date of the applicable Statement of Work, asapplicable, the entire agreement between Ericsson and Customer withrespect to the subject matter hereof and thereof, and there are nounderstandings or agreements relative hereto or thereto that are not fullyexpressed herein or therein. 11. Ericsson hereby acknowledges and agrees that Customer has satisfied thepurchase commitment set forth in Section 5 of the Agreement.

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       ERICSSON INC. RURAL CELLULAR CORPORATION       By:   By:             Name:   Name:             Title:   Title:         EXHIBITS:     *Exhibit A Eligible Products   *Exhibit B Features of Eligible Products

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