##### 








---



##### 



PageARTICLE I DEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATION
    
    
    1Section 1.01 Definitions
    
    
    1Section 1.02 Compliance Certificates and Opinions
    
    
    32Section 1.03 Form of Documents Delivered to Trustee
    
    
    33Section 1.04 Acts of Holders; Record Date
    
    
    33Section 1.05 Notices, Etc., to Trustee and Company
    
    
    35Section 1.06 Notice to Holders; Waiver
    
    
    35Section 1.07 Conflict with Trust Indenture Act
    
    
    35Section 1.08 Effect of Headings and Table of Contents
    
    
    36Section 1.09 Successors and Assigns
    
    
    36Section 1.10 Separability Clause
    
    
    36Section 1.11 Benefits of Indenture and Securities
    
    
    36Section 1.12 Governing Law
    
    
    36Section 1.13 Legal Holidays
    
    
    36Section 1.14 No Personal Liability of Directors, Officers, Employees, and Shareholders
    
    
    37Section 1.15 Counterparts
    
    
    37ARTICLE II SECURITY FORMS
    
    
    37Section 2.01 Forms Generally
    
    
    37Section 2.02 Form of Face of Security
    
    
    38Section 2.03 Form of Reverse of Security
    
    
    41Section 2.04 Form of Trustees Certificate of Authentication
    
    
    46ARTICLE III THE SECURITIES
    
    
    47Section 3.01 Title and Terms
    
    
    47Section 3.02 Denominations
    
    
    48Section 3.03 Execution, Authentication, Delivery and Dating
    
    
    48Section 3.04 Temporary Securities
    
    
    49Section 3.05 Global Securities
    
    
    50Section 3.06
Registration; Registration of Transfer and Exchange Generally;
Certain Transfers and Exchanges;
Securities             Act Legends
    
    
    51Section 3.07 Mutilated, Destroyed, Lost and Stolen Securities
    
    
    55Section 3.08 Payment of Interest; Interest Rights Preserved
    
    
    56Section 3.09 Persons Deemed Owners
    
    
    57Section 3.10 Cancellation
    
    
    58Section 3.11 Computation of Interest
    
    
    58ARTICLE IV SATISFACTION AND DISCHARGE
    
    
    59Section 4.01 Satisfaction and Discharge of Indenture
    
    
    59
 i




---



##### 



PageSection 4.02 Application of Trust Money
    
    
    60ARTICLE V REMEDIES
    
    
    60Section 5.01 Events of Default
    
    
    60Section 5.02 Acceleration of Maturity; Rescission and Annulment
    
    
    62Section 5.03 Collection of Indebtedness and Suits for Enforcement by Trustee
    
    
    63Section 5.04 Trustee May File Proofs of Claim
    
    
    64Section 5.05 Trustee May Enforce Claims Without Possession of Securities
    
    
    64Section 5.06 Application of Money Collected
    
    
    64Section 5.07 Limitation on Suits
    
    
    65Section 5.08 Unconditional Right of Holders to Receive Principal, Premium, Interest and Liquidated Damages
    
    
    65Section 5.09 Restoration of Rights and Remedies
    
    
    66Section 5.10 Rights and Remedies Cumulative
    
    
    66Section 5.11 Delay or Omission Not Waiver
    
    
    66Section 5.12 Control by Holders
    
    
    66Section 5.13 Waiver of Past Defaults
    
    
    67Section 5.14 Undertaking for Costs
    
    
    67Section 5.15 Waiver of Stay or Extension Laws
    
    
    67ARTICLE VI THE TRUSTEE
    
    
    68Section 6.01 Certain Duties and Responsibilities
    
    
    68Section 6.02 Notice of Defaults
    
    
    68Section 6.03 Certain Rights of Trustee
    
    
    69Section 6.04 Not Responsible for Recitals or Issuance of Securities
    
    
    70Section 6.05 May Hold Securities
    
    
    70Section 6.06 Money Held in Trust
    
    
    71Section 6.07 Compensation and Reimbursement
    
    
    71Section 6.08 Disqualification; Conflicting Interests
    
    
    72Section 6.09 Corporate Trustee Required; Eligibility
    
    
    72Section 6.10 Resignation and Removal; Appointment of Successor
    
    
    72Section 6.11 Acceptance of Appointment by Successor
    
    
    73Section 6.12 Merger, Conversion, Consolidation or Succession to Business
    
    
    74Section 6.13 Preferential Collection of Claims Against Company
    
    
    74Section 6.14 Appointment of Authenticating Agent
    
    
    74ARTICLE VII HOLDERS LISTS AND REPORTS BY TRUSTEE AND COMPANY
    
    
    76Section 7.01 Company to Furnish Trustee Names and Addresses of Holders
    
    
    76Section 7.02 Preservation of Information; Communications to Holders
    
    
    76Section 7.03 Reports by Trustee
    
    
    77Section 7.04 Reports by Company
    
    
    77
 ii




---



##### 



PageARTICLE VIII CONSOLIDATION, MERGER, CONVEYANCE, TRANSFER OR LEASE
    
    
    78Section 8.01 Company May Consolidate, Etc. Only on Certain Terms
    
    
    78Section 8.02 Successor Substituted
    
    
    79ARTICLE IX SUPPLEMENTAL INDENTURES
    
    
    80Section 9.01 Supplemental Indentures Without Consent of Holders
    
    
    80Section 9.02 Supplemental Indentures with Consent of Holders
    
    
    80Section 9.03 Execution of Supplemental Indentures
    
    
    82Section 9.04 Effect of Supplemental Indentures
    
    
    82Section 9.05 Conformity with Trust Indenture Act
    
    
    82Section 9.06 Reference in Securities to Supplemental Indentures
    
    
    82Section 9.07 Notice of Supplemental Indenture
    
    
    82Section 9.08 Revocation and Effect of Consents
    
    
    82ARTICLE X COVENANTS
    
    
    83Section 10.01 Payment of Principal, Premium and Interest
    
    
    83Section 10.02 Maintenance of Office or Agency
    
    
    83Section 10.03 Money for Security Payments to be Held in Trust
    
    
    84Section 10.04 Existence
    
    
    85Section 10.05 Maintenance of Properties
    
    
    85Section 10.06 Payment of Taxes
    
    
    85Section 10.07 Maintenance of Insurance
    
    
    86Section 10.08 Limitation on Consolidated Indebtedness
    
    
    86Section 10.09 Limitation on Preferred Stock of Restricted Subsidiaries
    
    
    89Section 10.10 Limitation on Restricted Payments
    
    
    90Section 10.11 Limitations Concerning Distributions and Transfers By Restricted Subsidiaries
    
    
    92Section 10.12 Limitations on Liens
    
    
    94Section 10.13 Limitation on Transactions with Affiliates
    
    
    95Section 10.14 Limitation on Asset Sales and Sales of Subsidiary Stock
    
    
    96Section 10.15 Limitation on Activities of the Company and its Restricted Subsidiaries
    
    
    99Section 10.16 Change of Control
    
    
    99Section 10.17 Limitation on Certain Indebtedness
    
    
    100Section 10.18 Statement by Officers as to Default; Compliance Certificates
    
    
    101Section 10.19 Waiver of Certain Covenants
    
    
    101Section 10.20 Payments for Consent
    
    
    102Section 10.21 Covenants upon Attainment and Maintenance of an Investment Grade Rating
    
    
    102Section 10.22 Notification of Failure to Make an Asset Sale Offer or Change of Control Offer
    
    
    103ARTICLE XI REDEMPTION OF SECURITIES
    
    
    103Section 11.01 Right of Redemption
    
    
    103Section 11.02 Applicability of Article XI
    
    
    103
 iii




---



##### 



PageSection 11.03 Election to Redeem; Notice to Trustee
    
    
    103Section 11.04 Selection by Trustee of Securities to Be Redeemed
    
    
    104Section 11.05 Notice of Redemption
    
    
    104Section 11.06 Deposit of Redemption Price
    
    
    105Section 11.07 Securities Payable on Redemption Date
    
    
    105Section 11.08 Securities Redeemed in Part
    
    
    105ARTICLE XII SUBORDINATION OF SECURITIES
    
    
    106Section 12.01 Securities Subordinate to Senior Indebtedness
    
    
    106Section 12.02 Payment Over of Proceeds Upon Dissolution, Etc
    
    
    106Section 12.03 No Payment When Senior Indebtedness in Default
    
    
    107Section 12.04 Payment Permitted If No Default
    
    
    108Section 12.05 Subrogation to Rights of Holders of Senior Indebtedness
    
    
    108Section 12.06 Provisions Solely to Define Relative Rights
    
    
    108Section 12.07 Trustee to Effectuate Subordination
    
    
    109Section 12.08 No Waiver of Subordination Provisions
    
    
    109Section 12.09 Notice to Trustee
    
    
    109Section 12.10 Reliance on Judicial Order or Certificate of Liquidating Agent
    
    
    110Section 12.11 Trustee Not Fiduciary for Holders of Senior Indebtedness
    
    
    110Section 12.12 Rights of Trustee as Holder of Senior Indebtedness; Preservation of Trustees Rights
    
    
    111Section 12.13 Article XII Applicable to Paying Agents
    
    
    111Section 12.14 Defeasance of this Article XII
    
    
    111ARTICLE XIII DEFEASANCE AND COVENANT DEFEASANCE
    
    
    111Section 13.01 Companys Option to Effect Defeasance or Covenant Defeasance
    
    
    111Section 13.02 Defeasance and Discharge
    
    
    111Section 13.03 Covenant Defeasance
    
    
    112Section 13.04 Conditions to Defeasance or Covenant Defeasance
    
    
    112Section 13.05 Deposited Money and U.S. Government Obligations to be Held in Trust; Other Miscellaneous Provisions
    
    
    114Section 13.06 Reinstatement
    
    
    115
 iv




---



##### 



Indenture Company Trustee
  Original Securities Exchange Securities Securities
     DEFINITIONS AND OTHER PROVISIONS  OF GENERAL APPLICATION
 Definitions




---



##### 



Acquired Indebtedness
 Acquired Person
 Act
 Additional Securities
 Additional Senior Subordinated Exchange Debentures
 Adjusted Operating Cash Flow Ratio
 Administrative Agent
 Affiliate
 2




---



##### 



Affiliate Transaction
 Agent Member
 Applicable Procedures
 Asset Sale
          Asset Sale Offer
 Asset Sale Offer Amount
 3




---



##### 



Asset Sale Offer Period
 Asset Sale Purchase Date
 Attributable Debt
 Authenticating Agent
 Average Life
   Bankruptcy Law
 Board of Directors
 Board Resolution
 Business Day
 Calculation Agent
 Capital Lease Obligation
 4




---



##### 



Capital Stock provided ,
 Cash Equivalents
     Change of Control
    5




---



##### 



Change of Control Offer
 Change of Control Offer Period
 Change of Control Purchase Date
 Change of Domicile
 Class M Preferred Stock
 6




---



##### 



Clearstream société anonyme
 Commission
 Company
 Company Request Company Order
 Consolidated Indebtedness
 Consolidated Interest Expense
         7




---



##### 



Consolidated Net Income
      Consolidated Net Worth provided
 Cooperative Bank Equity
 Cooperative Banks
 8




---



##### 



Corporate Trust Office
 covenant defeasance
 Covenant Suspension
 Credit Agreement
 Cumulative Interest Expense provided however
 Cumulative Operating Cash Flow
 Daily Interest Amount
 Default
 Defaulted Interest
 defeasance
 9




---



##### 



Depositary
 Designated Senior Indebtedness
 Determination Date
 Distribution Compliance Period
 DTC
 DWAC
 Equity Offering
 Euroclear
 Event of Default
 Exchange Act
 Exchange Indentures
 Exchange Offer
 Exchange Registration Statement
 Exchange Securities
 10




---



##### 



Exchangeable
Preferred Stock 3 8
 Existing Indebtedness
 Existing Liens
 Existing Preferred Stock
 Existing Senior Subordinated Notes 3 4
 Expiration Date
 FCC
 Fair Market Value
 GAAP
 Global Securities
 Hedge Agreements
 11




---



##### 



Holder
 Incur
 Indebtedness
          12




---



##### 



Indenture
 Initial Purchasers
 Intercompany Indebtedness
 Interest Payment Date
 Interest Period
 13




---



##### 



Investment
       Investment
  Investment Grade
 14




---



##### 



Issue Date
 Junior Exchangeable Preferred Stock 1 4
 LIBOR
 Lien
 Liquidated Damages
 London Banking Day
 15




---



##### 



Marketable Securities
 Maturity
 Moodys
 Net Cash Proceeds provided pari passu
 Non-Recourse Debt
      16




---



##### 



Notice of Default
 Offer
 Offer to Purchase Offer Expiration Date Purchase Date
    Purchase Amount
 Purchase
Price
    17




---



##### 



Offering Memorandum
 Officers Certificate
 Operating Cash Flow
    18




---



##### 



Operating Cash Flow Ratio Transaction Date
       19




---



##### 



Opinion of Counsel
 Original Securities
 Outstanding except
  provided
  20




---



##### 



provided however
 pari passu
 Paying Agent
 Payment Blockage Period
 Payment Default
 Permitted Investments
   Acquired Person
  21




---



##### 



22




---



##### 



Permitted Junior Securities
 Person
 Predecessor Security
 Preferred Stock
 Proceeding
 Purchase Agreement
 Purchase Amount
 Purchase Date
 Purchase Price
 Qualified Capital Stock
 23




---



##### 



Qualified Capital Stock Proceeds
   Redeemable Stock
    24




---



##### 



Redemption Date
 Redemption Price
 Reference Period
 Registered Securities
 Registration Rights Agreement
 Regular Record Date
 Regulation S
 Regulation S Global Security
 Regulation S Securities
 Representative Amount
 Restricted Global Security
 Restricted Payment
 25




---



##### 



provided
 Restricted Subsidiary
 Rule 144
 Rule 144A
 Rule 144A Securities
 26




---



##### 



S&P
 Sale and Leaseback Transaction
 Securities
 Securities Act
 Securities Act Legend
 Securities Payment
 Security Registrar Security Register
 Senior Indebtedness
  27




---



##### 



provided, however
     Senior Nonmonetary Default
 28




---



##### 



Senior Payment Default
 Senior Secured Notes 1 4
 Senior
Unsecured Notes 7 8
 Senior Subordinated Exchange Debentures
 SFAS 150
 Shelf Registration Statement
 Significant Subsidiary
 Special Record Date
 Stated Maturity
 Subordinated Indebtedness
 Subsidiary
 29




---



##### 



Successor Company
 Successor Security
 Telecommunications Business provided
 Telerate Page 3750
 Total Assets
 Transaction Date
 Trust Indenture Act provided however
 30




---



##### 



Trustee
 U.S. Government Obligations
 Unrestricted Subsidiary
        31




---



##### 



provided
    Voting Power
 Wholly Owned Restricted Subsidiary
 Wireless Alliance
 Wireless Communications Business FCC
 Compliance Certificates and Opinions
  32




---



##### 



Form of Documents Delivered to Trustee
    Acts of Holders; Record Date
  33




---



##### 



Act
     34




---



##### 



Notices, Etc., to Trustee and Company
    Notice to Holders; Waiver
   Conflict with Trust Indenture Act
  35




---



##### 



Effect of Headings and Table of Contents
  Successors and Assigns
  Separability Clause
  Benefits of Indenture and Securities
  Governing Law.
 THIS INDENTURE AND THE SECURITIES SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE
LAWS OF THE STATE OF NEW YORK WITHOUT REGARD TO PRINCIPLES OF CONFLICT OF LAWS THEREUNDER THAT
WOULD INDICATE THE APPLICABILITY OF THE LAWS OF ANY OTHER JURISDICTION.
 Legal Holidays
 provided ,
 36




---



##### 



Section 1.14
    
    No Personal Liability of Directors, Officers, Employees, and
Shareholders
  Counterparts
   SECURITY FORMS
 Forms Generally
   Restricted Global Security Regulation S Global Security Global Securities
 37




---



##### 



Form of Face of Security
   If the Security is a Global Security, then insert
 38




---



##### 



If the Security is a Global Security and The Depository Trust Company is to be the Depositary
therefor, then insert DTC
 1
 No.
    
    $
 
 Company if the Security is a Global
Security, then insert 
  
 1
    
    Include only for Exchange Securities. 39




---



##### 



if the Security is an Original Security, then insert if the Security is an Original Security, then
insert 
 provided, however
   40




---



##### 



RURAL CELLULAR CORPORATIONBy:Name:Title:
 Form of Reverse of Security
 2 Securities Indenture Trustee
   Year
    
    Redemption Price2007
    
    
    102.000
    %2008
    
    
    101.000
    %2009 and thereafter
    
    
    100.000
    %
 
 2
    
    Include only for Exchange Securities. 41




---



##### 



provided
       42




---



##### 



43




---



##### 



Daily
Interest Amount
    44




---



##### 



if the Security is an Original Security, then insert
   45




---



##### 



Choose one
  ̈
  Dated:
    
    Your Signature:(Sign exactly as name appears onthe other side of this Security)
 Signature Guarantee:(Signature must be guaranteedby a member firm of the New YorkStock Exchange or a commercialbank or trust company)
 Section 2.04
    
    Form of Trustees Certificate of Authentication.
  WELLS FARGO BANK,
NATIONAL ASSOCIATION,as TrusteeBy:Authorized Officer
 46




---



##### 



THE SECURITIES
 Title and Terms
 Additional Securities
    provided however
 47




---



##### 



provided however
     Denominations
  Execution, Authentication, Delivery and Dating
    48




---



##### 



Temporary Securities
  49




---



##### 



Global Securities
    50




---



##### 



Section 3.06
    
    Registration; Registration of Transfer and
Exchange Generally; Certain Transfers and
Exchanges; Securities Act Legends.
 Security Register Security Registrar
  51




---



##### 



Certain Transfers and Exchanges
 52




---



##### 



DWAC
 53




---



##### 



Exchanges of Global Securities for Certificated Securities
 Securities Act Legends
       54




---



##### 



Section 3.07
    
    Mutilated, Destroyed, Lost and Stolen Securities.
  55




---



##### 



Section 3.08
    
    Payment of Interest; Interest Rights Preserved.
  Defaulted Interest
 56




---



##### 



Special Record Date
   Section 3.09
    
    Persons Deemed Owners.
  57




---



##### 



Section 3.10
    
    Cancellation.
  Section 3.11
    
    Computation of Interest.
     58




---



##### 



SATISFACTION AND DISCHARGE
 Section 4.01
    
    Satisfaction and Discharge of Indenture.
        59




---



##### 



Section 4.02
    
    Application of Trust Money.
   REMEDIES
 Section 5.01
    
    Events of Default.
 Event of Default
      60




---



##### 



Notice of Default
 Payment Default
  Bankruptcy Law
  61




---



##### 



Section 5.02
    
    Acceleration of Maturity; Rescission and Annulment.
 ipso facto
      62




---



##### 



Year
    
    Percentage2005
    
    
    4.000
    %2006
    
    
    3.000
    %
 Section 5.03
    
    Collection of Indebtedness and Suits for Enforcement by Trustee.
  63




---



##### 



Section 5.04
    
    Trustee May File Proofs of Claim.
  provided , however
 Section 5.05
    
    Trustee May Enforce Claims Without Possession of Securities.
  Section 5.06
    
    Application of Money Collected.
   64




---



##### 



Section 5.07
    
    Limitation on Suits.
       Section 5.08
    
    Unconditional Right of Holders to Receive Principal, Premium, Interest and Liquidated Damages.
  65




---



##### 



Section 5.09
    
    Restoration of Rights and Remedies.
  Section 5.10
    
    Rights and Remedies Cumulative.
  Section 5.11
    
    Delay or Omission Not Waiver.
  Section 5.12
    
    Control by Holders.
 provided
  66




---



##### 



Section 5.13
    
    Waiver of Past Defaults.
     Section 5.14
    
    Undertaking for Costs.
  Section 5.15
    
    Waiver of Stay or Extension Laws.
  67




---



##### 



THE TRUSTEE
 Section 6.01
    
    Certain Duties and Responsibilities.
      Section 6.02
    
    Notice of Defaults.
  68




---



##### 



Section 6.03
    
    Certain Rights of Trustee.
   provided
  provided
   69




---



##### 



Section 6.04
    
    Not Responsible for Recitals or Issuance of Securities.
  Section 6.05
    
    May Hold Securities.
  70




---



##### 



Section 6.06
    
    Money Held in Trust.
  Section 6.07
    
    Compensation and Reimbursement.
      71




---



##### 



Section 6.08
    
    Disqualification; Conflicting Interests.
  Section 6.09
    
    Corporate Trustee Required; Eligibility.
  Section 6.10
    
    Resignation and Removal; Appointment of Successor.
      72




---



##### 



Section 6.11
    
    Acceptance of Appointment by Successor.
  73




---



##### 



Section 6.12
    
    Merger, Conversion, Consolidation or Succession to Business.
  Section 6.13
    
    Preferential Collection of Claims Against Company.
  Section 6.14
    
    Appointment of Authenticating Agent.
  74




---



##### 



75




---



##### 



WELLS FARGO BANK, NATIONAL ASSOCIATION,as TrusteeBy:As Authenticating AgentBy:Authorized Officer
  HOLDERS LISTS AND REPORTS  BY TRUSTEE AND COMPANY
 Section 7.01
    
    Company to Furnish Trustee Names and Addresses of Holders.
    excluding
 Section 7.02
    
    Preservation of Information; Communications to Holders.
   76




---



##### 



Reports by Trustee
   Section 7.04
    
    Reports by Company.
      77




---



##### 



CONSOLIDATION, MERGER,  CONVEYANCE, TRANSFER OR LEASE
 Section 8.01
    
    Company May Consolidate, Etc. Only on Certain Terms.
   Successor Company
 78




---



##### 



Section 8.02
    
    Successor Substituted.
  79




---



##### 



SUPPLEMENTAL INDENTURES
 Section 9.01
    
    Supplemental Indentures Without Consent of Holders.
         Section 9.02
    
    Supplemental Indentures with Consent of Holders.
 provided however
 80




---



##### 



81




---



##### 



Section 9.03
    
    Execution of Supplemental Indentures.
  Section 9.04
    
    Effect of Supplemental Indentures.
  Section 9.05
    
    Conformity with Trust Indenture Act.
  Section 9.06
    
    Reference in Securities to Supplemental Indentures.
  Section 9.07
    
    Notice of Supplemental Indenture.
  Section 9.08
    
    Revocation and Effect of Consents.
  82




---



##### 



COVENANTS
 Section 10.01
    
    Payment of Principal, Premium and Interest.
   Section 10.02
    
    Maintenance of Office or Agency.
  provided however
 83




---



##### 



Section 10.03
    
    Money for Security Payments to be Held in Trust.
        84




---



##### 



provided however
 Section 10.04
    
    Existence.
 provided however provided further
 Section 10.05
    
    Maintenance of Properties.
 provided however
 Section 10.06
    
    Payment of Taxes.
  85




---



##### 



provided however
 Section 10.07
    
    Maintenance of Insurance.
  Section 10.08
    
    Limitation on Consolidated Indebtedness.
     Intercompany Indebtedness
  86




---



##### 



provided however
    Refinanced Preferred Stock
  provided
 87




---



##### 



Existing
Indebtedness
  provided
     88




---



##### 



provided
     Section 10.09
    
    Limitation on Preferred Stock of Restricted Subsidiaries.
  Existing Preferred Stock
 89




---



##### 



provided
  Section 10.10
    
    Limitation on Restricted Payments.
     90




---



##### 



provided provided
  provided
 provided
 provided
 91




---



##### 



provided
 provided
 Section 10.11
    
    Limitations Concerning Distributions and Transfers By Restricted Subsidiaries.
    92




---



##### 



provided
 provided
         93




---



##### 



provided
 Section 10.12
    
    Limitations on Liens.
     Existing
Liens
  provided , however
  94




---



##### 



Section 10.13
    
    Limitation on Transactions with Affiliates.
 Affiliate
Transaction
      95




---



##### 



Section 10.14
    
    Limitation on Asset Sales and Sales of Subsidiary Stock.
 Marketable Securities Asset Sale Offer
 96




---



##### 



97




---



##### 



Asset Sale Offer Period Asset Sale Purchase Date Asset Sale Offer
Amount
   98




---



##### 



provided
 Section 10.15
    
    Limitation on Activities of the Company and its Restricted
Subsidiaries.
  Section 10.16
    
    Change of Control.
 Change of Control Offer
 provided Change of Control Offer Period Change of Control Purchase Date
 99




---



##### 



provided
  Section 10.17
    
    Limitation on Certain Indebtedness.
 pari passu
 100




---



##### 



Section 10.18 Statement by Officers as to Default; Compliance Certificates.
    Section 10.19 Waiver of Certain Covenants.
  101




---



##### 



provided however
 Section 10.20 Payments for Consent.
  Section 10.21 Covenants upon Attainment and
Maintenance of an Investment Grade Rating.
 Covenant
Suspension
     102




---



##### 



provided however
 Notification of Failure to Make an Asset Sale Offer or Change of Control
Offer.
   REDEMPTION OF SECURITIES
 Right of Redemption
  Applicability of Article XI
  Election to Redeem; Notice to Trustee
  103




---



##### 



Selection by Trustee of Securities to Be Redeemed
    Notice of Redemption
        104




---



##### 



Deposit of Redemption Price
  Securities Payable on Redemption Date
 provided however
  Securities Redeemed in Part
  105




---



##### 



SUBORDINATION OF SECURITIES
 Securities Subordinate to Senior Indebtedness
  Payment Over of Proceeds Upon Dissolution, Etc.
 Proceeding
  106




---



##### 



No Payment When Senior Indebtedness in Default
  Payment Blockage Period
 107




---



##### 



Payment Permitted If No Default
  Subrogation to Rights of Holders of Senior Indebtedness
  Provisions Solely to Define Relative Rights
  108




---



##### 



Trustee to Effectuate Subordination
  No Waiver of Subordination Provisions
   Notice to Trustee
 provided , however
 109




---



##### 



Reliance on Judicial Order or Certificate of Liquidating Agent
  Trustee Not Fiduciary for Holders of Senior Indebtedness
  110




---



##### 



Section 12.12 Rights of Trustee as Holder of Senior Indebtedness; Preservation
of Trustees Rights.
   Section 12.13 Article XII Applicable to Paying Agents.
 provided however
 Section 12.14 Defeasance of this Article XII.
   DEFEASANCE AND COVENANT DEFEASANCE
 Section 13.01 Companys Option to Effect
Defeasance or Covenant Defeasance.
  Section 13.02 Defeasance and Discharge.
  111




---



##### 



defeasance
 Covenant Defeasance
 covenant defeasance
 Conditions to Defeasance or Covenant Defeasance
   112




---



##### 



U.S.
Government Obligations provided
   113




---



##### 



Section 13.05 Deposited Money and U.S. Government Obligations to be Held in
Trust; Other Miscellaneous Provisions.
 Trustee
  114




---



##### 



Reinstatement
 provided however
 115




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##### 



RURAL CELLULAR CORPORATIONBy:Name:
    
    Wesley E. SchultzTitle:
    
    Executive Vice President &
Chief Financial OfficerWELLS FARGO BANK,NATIONAL ASSOCIATIONBy:Name:Title:(Authorized Officer)
  116




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##### 



Trust Indenture
    
    IndentureAct Section
    
    Section§310(a)(1)
    
    6.09(a)(2)
    
    6.09(a)(3)
    
    Not applicable(a)(4)
    
    Not applicable(a)(5)
    
    6.086.09(b)
    
    6.086.10(c)
    
    Not applicable§311(a)
    
    6.13(b)
    
    6.13(c)
    
    Not applicable§312(a)
    
    7.017.02(a)(b)
    
    7.02(b)(c)
    
    7.02(c)§313(a)
    
    7.03(a)(b)(1)
    
    Not applicable(b)(2)
    
    7.03(a)(c)
    
    7.03(a)1.06(d)
    
    7.03(b)§314(a)
    
    7.0410.18(b)
    
    Not applicable(c)(1)
    
    1.02(c)(2)
    
    1.02(c)(3)
    
    Not applicable(d)
    
    Not applicable(e)
    
    1.02§315(a)
    
    6.016.03(b)
    
    6.021.06(c)
    
    6.01(a)(d)
    
    6.01(b)(e)
    
    5.14§316(a)(last sentence)
    
    1.01(a)(1)(A)
    
    5.12
 A-1




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##### 



Trust Indenture
    
    IndentureAct Section
    
    Section(a)(1)(B)
    
    5.13(a)(2)
    
    Not applicable(b)
    
    5.08§317(a)(1)
    
    5.03(a)(2)
    
    5.04(b)
    
    10.03§318(a)
    
    1.07
  A-2