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SECURITIES AND EXCHANGE COMMISSION
 Washington, D.C. 20549
 FORM 10-K/A-2
  þ
    
    ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 for the year ended December 31, 2006.
 o
    
    TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
for the transition period from to.
 Commission File Number 0-27416
 
 RURAL CELLULAR CORPORATION
 (Exact name of Registrant as specified in its charter)
 Minnesota(State or other jurisdiction of incorporation or organization)
    
    41-1693295(I.R.S. Employer Identification No.)
 PO Box 2000
3905 Dakota Street SW
Alexandria, Minnesota 56308
(320) 762-2000
 (Address, including zip code, and telephone number, including area code, of Registrants principal executive offices)
 Securities registered pursuant to Section 12(b) of the Act:
Class A Common Stock, par value $.01 per share
Series A Preferred Share Purchase Rights  (Title of class)
 Securities registered pursuant to Section 12(g) of the Act:
NONE
  o þ
  o þ
  þ o
 o
  o þ o
  o þ
   Class A
    
    15,092,384Class B
    
    398,727
 Documents incorporated by reference:




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Explanatory Note




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TABLE OF CONTENTS
 Part IV
    
    
    4Item 15. Exhibits and Financial Statement Schedules
    
    
    4SIGNATURES
    
    
    5EXHIBIT INDEX
    
    
    6Amendment Two to Billing Services and License Agreement with VeriSign, Inc.




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PART IV
 
 Item 15. Exhibits and Financial Statement Schedules  (a)
 (1) Consolidated Financial Statements included in original Report on Form 10-KRural Cellular CorporationREPORTS OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRMConsolidated Balance Sheets as of December 31, 2006 and 2005Consolidated Statements of Operations for the Years Ended December 31, 2006, 2005,
and 2004Consolidated Statements of Cash Flows for the Years Ended December 31, 2006, 2005,
and 2004Notes to Consolidated Financial StatementsRCC Minnesota, Inc.REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRMBalance Sheets as of December 31, 2006 and 2005Statements of Operations for the Years Ended December 31, 2006, 2005, and 2004Statements of Shareholders Deficit for the Years Ended December 31, 2006, 2005,
and 2004Statements of Cash Flows for the Years Ended December 31, 2006, 2005, and 2004Notes to Financial Statements(2) Financial Statement Schedules included in original Report on Form 10-KThe following financial statement schedule is filed as part of this Form 10-K:Schedule II  Valuation and Qualifying AccountsAll schedules not included are omitted either because they are not applicable or because the
  information required therein is included in Notes to Consolidated Financial Statements.(3) ExhibitsSee Exhibit Index.
 (b) ExhibitsSee Exhibit Index.(c) Financial Statement SchedulesSee Item 15(a)(2), above.




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SIGNATURES
  RURAL CELLULAR CORPORATION
(Registrant)Dated: August 8, 2007
    
    /s/ Richard P. Ekstrand
Richard P. EkstrandPresident and Chief Executive OfficerDated: August 8, 2007
    
    /s/ Wesley E. Schultz
Wesley E. SchultzChief Financial Officer (Principal Financial Officer),
and Director




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EXHIBIT INDEXExhibit No.
    
    Document**2.1
    
    Purchase Agreement with Alltel Communications, Inc. dated December 13, 2006
    
    [24]3.1(a)
    
    Articles of Incorporation
    
    [1]3.1(b)
    
    Amendment to Articles of Incorporation effective March 24, 2000
    
    [1]3.2(a)
    
    Amended and Restated Bylaws
    
    [1]3.2(b)
    
    Amendment to Amended and Restated Bylaws effective March 22, 2000
    
    [1]4.1(a)
    
    Indenture dated March 25, 2004, between Rural Cellular Corporation, as Issuer, and
U.S. Bank National Association, as trustee, with respect to the senior secured notes,
including the forms of Senior Secured Notes
    
    [2]4.1(b)
    
    Collateral Agreement dated as of March 25, 2004, made by Rural Cellular Corporation
and each of its subsidiaries that are signatories in favor of U.S. Bank National
Association, as Collateral Trustee
    
    [2]4.2
    
    Indenture dated August 1, 2003 between Rural Cellular Corporation, as Issuer, and
U.S. Bank National Association, as Trustee, with respect to the 9 7/8% Senior Notes
Due 2010, including the form of 9 7/8% Senior Notes Due 2010
    
    [3]4.3
    
    Indenture dated January 16, 2002 between Rural Cellular Corporation, as Issuer, and
Wells Fargo Bank Minnesota, N.A., as Trustee, with respect to the 9 3/4% Senior
Subordinated Notes Due 2010, including form of 9 3/4% Senior Subordinated Notes Due
2010
    
    [4]4.4
    
    Indenture dated November 7, 2005 between Rural Cellular Corporation, as Issuer, and
Wells Fargo Bank, National Association, as Trustee, with respect to the Senior
Subordinated Floating Rate Notes Due 2012, including form of Senior Subordinated
Floating Rate Notes Due 2012
    
    [5]4.5
    
    Certificate of Designation of 11 3/8% Senior Exchangeable Preferred Stock
    
    [6]4.6
    
    Certificate of Designation of 12 1/4% Junior Exchangeable Preferred Stock
    
    [1]4.7(a)
    
    Class A Share Rights Agreement dated April 30, 1999
    
    [7]4.7(b)
    
    Amendment to the Class A Share Rights Agreement dated March 31, 2000
    
    [8]4.8(a)
    
    Registration Rights Agreement dated March 31, 2000 by and between Rural Cellular
Corporation and Telephone and Data Systems, Inc.
    
    [9]4.8(b)
    
    Certificate of Designation of Voting Power, Preferences and Relative Participating,
Optional and Other Special Rights, Qualifications and Restrictions of Class T
Convertible Preferred Stock of Rural Cellular Corporation
    
    [9]4.9(a)
    
    Preferred Stock Purchase Agreement dated April 3, 2000 among Rural Cellular
Corporation, Madison Dearborn Capital Partners III, L.P., Madison Dearborn Special
Equity III, L.P., Special Advisors Fund I, LLC, Boston Ventures Limited Partnership V
and Toronto Dominion Investment, Inc. (collectively Class M Investors)
    
    [9]4.9(b)
    
    Certificate of Designation of Voting Power, Preferences and Relative Participating,
Optional and Other Special Rights, Qualifications and Restrictions of Class M
Redeemable Voting Convertible Preferred Stock of Rural Cellular Corporation
    
    [9]4.9(c)
    
    Registration Rights Agreement dated April 3, 2000 among Rural Cellular Corporation
and Class M Investors
    
    [9]10.1(a)
    
    Credit facility dated as of March 25, 2004 among Rural Cellular Corporation, Lehman
Commercial Paper, Inc., as Administrative Agent, and Bank of America, N.A., as
Documentation Agent
    
    [2]10.1(b)
    
    Guarantee and Collateral Agreement dated as of March 25, 2004 among Rural Cellular
Corporation, Lehman Commercial Paper Inc., as Administrative Agent, and Bank of
America, N.A., as Documentation Agent
    
    [2]10.1(c)
    
    Intercreditor Agreement, dated as of March 25, 2004, among Lehman Commercial Paper
Inc., as Senior Agent and Account Agent, U.S. Bank National Association, as Indenture
Trustee and Collateral Trustee, Rural Cellular Corporation, a Minnesota corporation,
and the Guarantors
    
    [2]10.1(d)
    
    First Amendment to Credit Agreement dated October 18, 2005
    
    [10]10.1(e)
    
    Second Amendment to Credit Agreement dated as of May 22, 2006
    
    [10]*  10.2
    
    1995 Stock Compensation Plan, as amended to date
    
    [11]*  10.2(a)
    
    Form of Restricted Stock Agreement pursuant to 1995 Stock Compensation Plan
    
    [2]*  10.3
    
    Rural Cellular Corporation 2006 Omnibus Incentive Plan
    
    [12]*  10.3(a)
    
    Performance Restricted Stock Unit Agreement Pursuant to 2006 Omnibus Incentive Plan
    
    [13]*  10.3(b)
    
    Restricted Stock Unit Agreement pursuant to 2006 Omnibus Incentive Plan
    
    [13]*  10.4
    
    Stock Option Plan for Nonemployee Directors, as amended to date
    
    [14]




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Exhibit No.
    
    Document*  10.5(a)
    
    Employment Agreement with Richard P. Ekstrand effective January 22, 1999
    
    [15]*  10.5(b)
    
    Amendment to Employment Agreement with Richard P. Ekstrand effective January 1, 2001
    
    [16]*  10.5(c)
    
    Second Amendment to Employment Agreement with Richard P. Ekstrand effective July 24,
2001
    
    [17]*  10.5(d)
    
    Third Amendment to Employment Agreement with Richard P. Ekstrand effective August 23,
2001
    
    [17]*  10.5(e)
    
    Fourth Amendment to Employment Agreement with Richard P. Ekstrand effective February
27, 2003
    
    [18]*  10.5(f)
    
    Fifth Amendment to Employment Agreement with Richard P. Ekstrand effective February
17, 2005
    
    [19]*  10.6(a)
    
    Employment Agreement with Wesley E. Schultz effective January 22, 1999
    
    [15]*  10.6(b)
    
    Amendment to Employment Agreement with Wesley E. Schultz effective January 1, 2001
    
    [16]*  10.6(c)
    
    Second Amendment to Employment Agreement with Wesley E. Schultz effective July 24,
2001
    
    [17]*  10.6(d)
    
    Third Amendment to Employment Agreement with Wesley E. Schultz effective August 23,
2001
    
    [17]*  10.6(e)
    
    Fourth Amendment to Employment Agreement with Wesley E. Schultz effective February
17, 2005
    
    [19]*  10.7(a)
    
    Employment Agreement with Ann K. Newhall effective February 6, 1999
    
    [20]*  10.7(b)
    
    Amendment to Employment Agreement with Ann K. Newhall effective January 1, 2001
    
    [16]*  10.7(c)
    
    Second Amendment to Employment Agreement with Ann K. Newhall effective July 24, 2001
    
    [17]*  10.7(d)
    
    Third Amendment to Employment Agreement with Ann K. Newhall effective August 23, 2001
    
    [17]*  10.7(e)
    
    Fourth Amendment to Employment Agreement with Ann K. Newhall effective February 17,
2005
    
    [19]*  10.8(a)
    
    Change of Control Agreement with David Del Zoppo effective January 2, 2001
    
    [16]*  10.8(b)
    
    Amendment to Change of Control Agreement with David Del Zoppo effective July 24, 2001
    
    [17]*  10.9(a)
    
    Key Employee Deferred Compensation Plan
    
    [21]*  10.9(b)
    
    Amendment to Key Employee Deferred Compensation Plan
    
    [22]*  10.9(c)
    
    Second Amendment to Key Employee Deferred Compensation Plan
    
    [5]*  10.10
    
    Key Employee Deferred Compensation Plan II
    
    [5]**10.11(a)
    
    Master Purchase Agreement dated March 14, 2002 by and between Rural Cellular
Corporation and Ericsson Inc.
    
    [23]**10.11(b)
    
    Addendum dated August 4, 2003 to Master Purchase Agreement
    
    [23]**10.11(c)
    
    Restated and Amended Master Purchase Agreement with Ericsson, Inc.
    
    [24]**10.12(a)
    
    Intercarrier Multi-Standard Roaming and Colocation Agreement by and between Cingular
Wireless LLC and Rural Cellular Corporation effective June 6, 2003 (Roaming
Agreement)
    
    [10]**10.12(b)
    
    Amendment No. 1 to Roaming Agreement
    
    [10]**10.13(a)
    
    Billing Services and License Agreement between VeriSign, Inc and Rural Cellular
Corporation.
    
    [25]**10.13(b)
    
    Amendment One to Billing Services and License Agreement
    
    [26]**10.13(c)
    
    Amendment Two to Billing Services and License Agreement
    
    *****10.14
    
    Purchase and License Agreement with Nortel Networks Incorporated
    
    [24]21
    
    Subsidiaries of Registrant
    
    [27]23.1
    
    Consent of Deloitte & Touche LLP regarding financial statements of Rural Cellular
Corporation
    
    [27]23.2
    
    Consent of Deloitte & Touche LLP regarding financial statements of RCC Minnesota, Inc.
    
    [27]31.1
    
    Section 302 Certification Sarbanes-Oxley Act of 2002
    
    [27]31.2
    
    Section 302 Certification Sarbanes-Oxley Act of 2002
    
    [27]32.1
    
    Certification of principal executive officer and principal financial officer pursuant
to Section 906 of Sarbanes-Oxley Act
    
    [27]
 
 [1]
    
    Filed as an exhibit to Report on Form 10-K for the year ended December 31, 1999 and incorporated herein
by reference.[2]
    
    Filed as an exhibit to Report on Form 10-Q for the quarter ended March 31, 2004 and incorporated herein
by reference.[3]
    
    Filed as an exhibit to Report on Form 10-Q for quarter ended June 30, 2003 and incorporated herein by
reference.[4]
    
    Filed as an exhibit to Report on Form 10-K for year ended December 31, 2001 and incorporated herein by
reference.[5]
    
    Filed as an exhibit to Report on Form 10-K for the year ended December 31, 2005 and incorporated herein
by reference.[6]
    
    Filed as an exhibit to Registration Statement on Form S-4 (SEC No. 333-57677), filed June 25, 1998 and
incorporated herein by reference.




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[7]
    
    Filed as an exhibit to Registration Statement on Form 8-A filed May 19, 1999 and incorporated herein by
reference.[8]
    
    Filed as an exhibit to Registration Statement on Form 8-A/A-1 filed April 18, 2000 and incorporated
herein by reference.[9]
    
    Filed as an exhibit to Report on Form 8-K dated April 1, 2000 and incorporated herein by reference.[10]
    
    Filed as an exhibit to Amendment No. 1 to Registration Statement on Form S-4 (SEC No. 333-132744) filed
June 7, 2006, and incorporated herein by reference.[11]
    
    Filed with definitive Proxy Statement for 2000 Annual Meeting on April 7, 2000 and incorporated herein
by reference.[12]
    
    Filed as an exhibit to Report on Form 8-K dated May 22, 2006 and incorporated herein by reference.[13]
    
    Filed as an exhibit to Report on Form 10-Q for quarter ended June 30, 2006 and incorporated herein by
reference.[14]
    
    Filed with definitive Proxy Statement for 2002 Annual Meeting on April 8, 2002 and incorporated herein
by reference.[15]
    
    Filed as an exhibit to Report on Form 10-K for the year ended December 31, 1998 and incorporated herein
by reference.[16]
    
    Filed as an exhibit to Report on Form 10-K for the year ended December 31, 2000 and incorporated herein
by reference.[17]
    
    Filed as an exhibit to Report on Form 10-Q/A for the quarter ended September 30, 2001 and incorporated
herein by reference.[18]
    
    Filed as an exhibit to Report on Form 10-K for the year ended December 31, 2004 and incorporated
herein by reference.[19]
    
    Filed as an exhibit to Report on Form 10-Q for the quarter ended March 31, 2005 and incorporated herein
by reference.[20]
    
    Filed as an exhibit to Report on Form 10-Q for the quarter ended March 31, 1999 and incorporated herein
by reference.[21]
    
    Filed as an exhibit to Report on Form 10-Q/A for the quarter ended June 30, 2001 and incorporated
herein by reference.[22]
    
    Filed as an exhibit to Report on Form 10-K for year ended December 31, 2002 and incorporated herein by
reference.[23]
    
    Filed as an exhibit to Report on Form 10-K/A for the year ended December 31, 2003 and incorporated
herein by reference.[24]
    
    Filed as an exhibit to Report on Form 10-K/A for the year ended December 31, 2006 and incorporated
herein by reference.[25]
    
    Filed as an exhibit to Report on Form 10-Q for the quarter ended September 30, 2005 and incorporated
herein by reference.[26]
    
    Filed as an exhibit to Report on Form 10-Q/A for the quarter ended June 30, 2006 and incorporated
herein by reference.[27]
    
    Filed as an exhibit to Report on Form 10-K for the year ended December 31, 2006 and incorporated herein
by reference.*
    
    Management contract or compensation plan or arrangement required to be filed as an exhibit to this Form.**
    
    Portions of this exhibit have been omitted and filed separately with the Secretary of the Securities
and Exchange Commission pursuant to Registrants request for confidential treatment of such information
under Rule 24b-2 of the Securities Exchange Act of 1934.***
    
    Filed herewith.