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REGISTRATION RIGHTS AGREEMENT




Dated as of November 7, 2005




by and among




Rural Cellular Corporation




as Issuer




and




Lehman Brothers Inc.




and




Morgan Stanley & Co. Incorporated




as the Initial Purchasers




 









 





          This Registration Rights Agreement (this “Agreement”) is dated as of November 7, 2005, by and
among Rural Cellular Corporation, a Minnesota corporation (the “Company”) and Lehman Brothers Inc.
and Morgan Stanley & Co. Incorporated (each, an “Initial Purchaser” and, collectively, the “Initial
Purchasers”), each of whom has agreed to purchase the $175,000,000 in aggregate principal amount of
the Company’s floating rate senior subordinated floating rate notes due 2012 (the “Securities”)
pursuant to the Purchase Agreement (as defined below).




          This Agreement is made pursuant to the Purchase Agreement, dated as of November 1, 2005 (the
"Purchase Agreement”), by and among the Company and the Initial Purchasers. In order to induce the
Initial Purchasers to purchase the Securities, 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 Purchasers set forth in Section 5 of the Purchase Agreement.
Capitalized terms used herein and not otherwise defined shall have the meanings assigned to them in
the Indenture, dated the date hereof (the “Indenture”), among the Company and Wells Fargo Bank,
National Association, as Trustee (the “Trustee”), relating to the Securities and the Exchange
Securities (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 U.S. Securities Act of 1933.




          Affiliate: As defined in Rule 144 of the Act.




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




          Closing Date: The date of this Agreement.




          Commission: The U.S. 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 Securities 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 minimum period required pursuant
to Section 3(b) hereof and (c) the delivery by the Company to the Registrar under the Indenture of
Exchange Securities in the same aggregate principal amount as the aggregate principal amount of
Securities of like class tendered by Holders thereof pursuant to the Exchange Offer.




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




 









 








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          Effectiveness Deadline: As defined in Section 3(a) and 4(a) hereof.




          Exchange Act: The U.S. Securities Exchange Act of 1934.




          Exchange Offer: The offer to exchange Exchange Securities (whose issuance shall be registered
pursuant to the Exchange Offer Registration Statement) for a like outstanding principal amount of
Securities that are tendered by the Holders thereof.




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




          Exempt Resales: The transactions in which the Initial Purchasers propose to sell the
Securities to certain “qualified institutional buyers,” as such term is defined in Rule 144A under
the Act, and pursuant to Regulation S under the Act.




          Exchange Securities: The Company’s senior subordinated floating rate notes due 2012, whose
issuance is registered under the Act, to be issued pursuant to the Indenture (a) in the Exchange
Offer or (b) as contemplated by Section 4 hereof.




          Filing Deadline: As defined in Sections 3(a) and 4(a) hereof.




          Holders: As defined in Section 2 hereof.




          Interest Payment Date: Each February 1, May 1, August 1 and November 1, commencing February
1, 2006.




          Person: As defined in the Indenture.




          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(e) hereof.




          Registration Default: As defined in Section 5 hereof.




          Registration Statement: Any registration statement of the Company relating to (a) an offering
of Exchange Securities 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 and (ii) including the Prospectus included therein,
all amendments and supplements thereto (including post-effective amendments) and all exhibits and
material incorporated by reference therein.




          Regulation S: Regulation S promulgated under the Act.




          Rule 144: Rule 144 promulgated under the Act.




 









 








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




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




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




          Transfer Restricted Securities: Each Security, until the earliest to occur of (a) the date on
which such Security has been exchanged by a Person other than a Broker-Dealer for an Exchange
Security in the Exchange Offer, (b) following the exchange by a Broker-Dealer in the Exchange Offer
of a Security for an Exchange Security, the date on which such Exchange Security 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
Security has been effectively registered under the Act and disposed of in accordance with the Shelf
Registration Statement, (d) the date on which such Security is distributed to the public pursuant
to Rule 144 under the Act, or is saleable pursuant to Rule 144(k) under the Act (or similar
provision then in effect), or (e) the date on which such Security ceases to be outstanding;
provided, however, that for purposes of this Agreement (other than Section 9 hereof), Securities
with respect to which the Company has caused to be filed and declared effective an Exchange Offer
Registration Statement and has Consummated an Exchange Offer, in each case pursuant to and in
accordance with Section 3 hereof, and which have not been tendered by the date such Exchange Offer
is Consummated by the holder thereof shall not be deemed to be Transfer Restricted Securities,
except to the extent the holder thereof provides the notice contemplated by Section 4(a)(ii).




          Underwritten Registration or Underwritten Offering: A registration in which securities of the
Company are sold to an underwriter for reoffering to the public.




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)(iii)(A) below have been complied with), the Company
shall (i) cause the Exchange Offer Registration Statement to be filed with the Commission on or
prior to 180 days after the Closing Date (the “Filing Deadline”), (ii) use its commercially
reasonable efforts to cause such Exchange Offer Registration Statement to become effective on or
prior to 60 days after the Exchange Offer Registration Statement is filed (the “Effectiveness
Deadline”), (iii) in connection with the foregoing, (A) file all pre-effective amendments to such
Exchange Offer Registration Statement as may be reasonably necessary in order to cause it to become
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

 









 









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Exchange Securities 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 use its commercially reasonable efforts to Consummate,
the Exchange Offer. The Exchange Offer shall be on the appropriate form permitting (I)
registration of the Exchange Securities to be offered in exchange for the Securities that are
Transfer Restricted Securities and (II) resales of Exchange Securities by Broker-Dealers that
tendered into the Exchange Offer Securities that such Broker-Dealer acquired for its own account as
a result of market making activities or other trading activities (other than Securities acquired
directly from the Company or any Affiliate of the Company) as contemplated by Section 3(c) below.




          (b) The Company shall use 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 Exchange Offer to comply with all
applicable federal and state securities laws. No securities other than the Exchange Securities
shall be included in the Exchange Offer Registration Statement. The Company shall use its
commercially reasonable efforts to cause the Exchange Offer to be Consummated no later than 30
Business Days thereafter (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 Transfer Restricted Securities
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.




          Because such a 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 Securities 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 Securities by Broker-Dealers, the Company agrees to
use its commercially reasonable efforts to keep the Exchange Offer Registration Statement
continuously effective, supplemented, amended and current as required by and subject to




 









 





5



the provisions of Section 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 of one year from the date on which the Exchange Offer is Consummated 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, at
any time during such period.




SECTION 4. SHELF REGISTRATION




          (a) Shelf Registration. If (i) the Exchange Offer Registration Statement is not
required to be filed or 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)(iii)(A) hereof) or
(ii) any Holder of Transfer Restricted Securities shall notify the Company within 20 Business Days
following the Consummation of the Exchange Offer that (A) such Holder was prohibited by applicable
law or Commission policy from participating in the Exchange Offer, (B) such Holder may not resell
the Exchange Securities 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 Securities acquired directly from the Company or any Affiliate of the Company, then the
Company shall:




               (I) cause to be filed, on or prior to 180 days after the earlier of (x) the date on which the
Company determines that the Exchange Offer Registration Statement cannot be filed as a result of
clause (a)(i) of this Section and (y) the date on which the Company receives the notice specified
in clause (a)(ii) of this Section (such earlier date, the “Filing Deadline”), a shelf registration
statement pursuant to Rule 415 under the Act (which may be an amendment to the Exchange Offer
Registration Statement (in either event, the “Shelf Registration Statement”)), relating to all
Transfer Restricted Securities; and



               (II) use its commercially reasonable efforts to cause such Shelf Registration Statement to be
declared effective on or prior to 60 days after the Filing Deadline for the Shelf Registration
Statement (the “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 under applicable law or
Commission policy, then the filing of the Exchange Offer Registration Statement shall be deemed to
satisfy the requirements of clause (I) above; provided that, in such event, the Company shall
remain obligated to meet the Effectiveness Deadline in the manner set forth in clause (II) above.




          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

 









 









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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 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(c)(i) hereof) following the Closing Date, or such
shorter period as will terminate when all Transfer Restricted Securities covered by such Shelf
Registration Statement have been sold pursuant thereto.




          (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. By its acceptance of Transfer Restricted Securities, each Holder agrees to promptly
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 (a) any Registration Statement required by this Agreement is not filed with the Commission
on or prior to the applicable Filing Deadline, (b) any such Registration Statement has not been
declared effective by the Commission on or prior to the applicable Effectiveness Deadline, (c) the
Exchange Offer has not been Consummated on or prior to the Consummation Deadline or (d) any
Registration Statement required by this Agreement is filed and declared effective but shall
thereafter cease to be effective or fail to be usable for its intended purpose during the periods
in which it is required to be effective pursuant to Section 3 or 4 without being succeeded within
two Business Days by a post-effective amendment to such Registration Statement that cures such
failure and that is itself declared effective within five Business Days after filing such
post-effective amendment to such Registration Statement (each such event referred to in clauses (a)
through (d), 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 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 of $0.50 per
week per $1,000 in principal amount of Transfer Restricted

 









 









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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, (i) upon filing of the Exchange Offer Registration Statement (and/or, if
applicable, the Shelf Registration Statement), in the case of (a) above, (ii) upon the
effectiveness of the Exchange Offer Registration Statement (and/or, if applicable, the Shelf
Registration Statement), in the case of (b) above, (iii) upon Consummation of the Exchange Offer,
in the case of (c) above, or (iv) 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 (d) above, the liquidated damages payable with respect to the
Transfer Restricted Securities as a result of such clause (a), (b), (c) or (d), as applicable,
shall cease to accrue.




          All accrued liquidated damages shall be paid to the Holders of a class of Transfer Restricted
Securities entitled thereto, in the manner provided for the payment of interest in the Indenture,
on each Interest Payment Date for such class of Transfer Restricted Securities, as more fully set
forth in the Indenture and the Securities and the Exchange Securities. 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.




SECTION 6. REGISTRATION PROCEDURES




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





     (A) 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 or Commission policy, the Company hereby
agrees 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 agrees 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
actions as may be requested by the Commission or otherwise required in connection with the
issuance of such decision, including without limitation (I) participating in telephonic
conferences with the



 









 





8





Commission staff, (II) 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 (III) diligently pursuing a
resolution (which need not be favorable) by the Commission staff.




     (B) 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
(I) it is not an Affiliate of the Company, (II) 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 Securities to be issued in the Exchange Offer, (III) it is
acquiring the Exchange Securities in its ordinary course of business and (IV) such other
representations as may be necessary under applicable Commission rules, regulations or
interpretations. Each Holder using the Exchange Offer to participate in a distribution of
the Exchange Securities will be required to acknowledge and agree that, if the resales are
of Exchange Securities obtained by such Holder in exchange for Securities 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 (A) 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 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.




     (C) Prior to effectiveness of the Exchange Offer Registration Statement, the Company
shall provide a supplemental letter to the Commission (I) 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 (A) above, (II) including a representation that the Company has
not entered into any arrangement or understanding with any Person to distribute the
Exchange Securities to be received in the Exchange Offer and that, to the best of the
Company’s information and belief, each Holder participating in the Exchange Offer is
acquiring the Exchange Securities in its ordinary course of business and has no arrangement
or understanding with any Person to participate in the distribution of the Exchange
Securities received in the Exchange Offer and



 









 





9




     (III) any other undertaking or representation required by the Commission as set forth
in any no-action letter obtained pursuant to clause (A) 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) and (d) below and use 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 Securities covered by any Shelf
Registration Statement contemplated by this Agreement, Exchange Securities of the same class having
an aggregate principal amount equal to the aggregate principal amount of Securities sold pursuant
to the Shelf Registration Statement and surrendered to the Company for cancellation; the Company
shall register the Exchange Securities on the Shelf Registration Statement for this purpose and
issue the Exchange Securities to the purchaser(s) of securities subject to the Shelf Registration
Statement in such names as the purchaser(s) shall designate.



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




               (i) use 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 necessary to make the statements therein not misleading or (B)
not to be effective and usable for resale of Transfer Restricted Securities during the periods
required by this Agreement, the Company shall file promptly an appropriate amendment to such
Registration Statement curing such defect, and, if Commission review is required, use its
commercially reasonable efforts to cause such amendment to be declared effective as soon as
practicable. If at any time the Commission shall issue any stop order suspending the effectiveness
of any 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 its
commercially reasonable efforts to obtain the withdrawal or lifting of such order at the earliest
possible time;



 









 





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               (ii) use its commercially reasonable efforts to 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; use its commercially reasonable efforts to 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 during the applicable period; 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) in connection with any sale of Transfer Restricted Securities that will result in such
securities no longer being Transfer Restricted Securities, cooperate with the Holders to facilitate
the timely preparation and delivery of certificates representing such 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;



               (iv) use 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; 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;



               (v) 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 certificates for the Transfer Restricted Securities which are in a
form eligible for deposit with the Depositary under the Indenture;



               (vi) otherwise (A) use its commercially reasonable efforts to comply with all applicable rules
and regulations of the Commission, and (B) make generally available to its security holders with
regard to any applicable Registration Statement, as soon as reasonably practicable, a consolidated
earnings statement meeting the requirements of Rule 158 (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); and



               (vii) cause the Indenture to be deemed qualified under the TIA upon the effectiveness of the
applicable Registration Statement required by this




 









 






11



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 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.




          (d) Additional Provisions Applicable to Shelf Registration Statements and Certain Exchange
Offer Prospectuses. In connection with each Shelf Registration Statement, and each Exchange
Offer Registration Statement if and to the extent that an Initial Purchaser has notified the
Company that it is a holder of Exchange Securities that are Transfer Restricted Securities (for so
long as such Exchange Securities are Transfer Restricted Securities or for the period provided in
Section 3 hereof, whichever is shorter), the Company shall:




               (i) advise each selling Holder promptly 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, (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 (it being understood that in the case of this clause 6(d)(i)(D), only the existence
of the fact or event must be disclosed and the nature of the facts or events may be kept
confidential for such period as reasonably required for bona fide business reasons);



               (ii) if any fact or event contemplated by Section 6(d)(i)(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;











 








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               (iii) subject to Section 6(e), furnish to each selling 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 (except the Prospectus included in the Exchange Offer Registration
Statement at the time it was declared effective) 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, 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 a Holder of Transfer Restricted Securities covered by
such Registration Statement shall reasonably object in writing 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
necessary to make the statements therein not misleading or fails to comply with the applicable
requirements of the Act;



               (iv) promptly prior to the filing of any document that is to be incorporated by reference into
a Registration Statement or Prospectus, provide copies of such document to each selling Holder
named in the Registration Statement in connection with such exchange or sale, if any, make the
Company’s representatives available as may be reasonably necessary 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;



               (v) make available, subject to appropriate confidentiality agreements, during reasonable
business hours, for inspection in the offices where such records are normally maintained by each
selling Holder and any attorney or accountant retained by such selling Holders, all relevant
financial and other records, pertinent corporate documents of the Company as may be reasonably
necessary to enable them to exercise the appropriate due diligence responsibility, and cause the
Company’s officers, directors and employees to supply all information that is (a) reasonably
requested by any such selling 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 and (b) customarily furnished in transactions of the type contemplated by such
Registration Statement;



               (vi) if requested by any selling 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 selling 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;












 





13


               (vii) furnish to each selling 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);



               (viii) deliver to each selling Holder without charge, as many copies of the Prospectus
(including each preliminary prospectus) and any amendment or supplement thereto as such Holders
reasonably may request; the Company hereby consents 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;



               (ix) upon the request of any selling Holder, enter into such agreements (including
underwriting agreements) and make such reasonable representations and warranties and take all such
other reasonable 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 contemplated by this Agreement,
which agreements must be in customary form. In such connection, the Company shall:




     (A) upon request of any selling Holder, furnish (or in the case of paragraphs (2) and
(3), use its commercially reasonable efforts to cause to be furnished) to each selling
Holder, upon Consummation of the Exchange Offer or upon the effectiveness of the Shelf
Registration Statement, as the case may be:




          (1) a certificate, dated such date, signed on behalf of the Company by an appropriate
officer of the Company confirming, as of the date thereof, the accuracy of the
representations and warranties made by the Company in the Purchase Agreement as if made on
such date, the matters set forth in Sections 5(p), 5(q) and 5(s) of the Purchase Agreement,
and such other similar matters as such Holders may reasonably request;




          (2) 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 (which may include in-house counsel of the Company) covering matters customarily
covered in such opinions as such parties may reasonably request, and in any event including
a statement to the effect that such counsel has participated in conferences with officers
and other representatives of the Company and representatives of the independent public
accountants for the Company, and has considered the matters required to be stated therein
and the statements contained therein, although such counsel has not independently verified
the accuracy, completeness or fairness of such statements; and that such counsel advises
that, on the basis of the foregoing, no facts came to












 





14


such counsel’s attention that caused such counsel to believe that the applicable
Registration Statement, at the time such Registration Statement or any post-effective
amendment thereto became effective and, in the case of the Exchange Offer Registration
Statement, as of the date of Consummation of the Exchange Offer, contained an untrue
statement of a material fact or omitted to state a material fact required to be stated
therein or necessary to make the statements therein not misleading, or that the Prospectus
contained in such Registration Statement as of its date and, in the case of the opinion
dated the date of Consummation of the Exchange Offer, as of the date of Consummation,
contained an untrue statement of a material fact or omitted to state a material fact
necessary in order to make the statements therein, in the light of the circumstances under
which they were made, not misleading. 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




          (3) a customary comfort letter, dated the date of Consummation of the Exchange Offer,
or as of the date of effectiveness of the Shelf Registration Statement, as the case may be,
from the independent accountants for the Company, in the customary form and covering
matters of the type customarily covered in comfort letters to underwriters in connection
with underwritten offerings;




     (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 (ix);



               (x) 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 reasonably request and do any and all other acts or things reasonably necessary or
advisable to enable the disposition in such jurisdictions of the Transfer Restricted Securities
covered by the applicable 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; and



               (xi) 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.












 





15


          (e) Restrictions on Holders. Each Holder’s acquisition of a Transfer Restricted
Security constitutes such Holder’s agreement that, upon receipt of the notice referred to in
Section 6(d)(i)(C) or any notice from the Company of the existence of any fact of the kind
described in Section 6(d)(i)(D) hereof (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(d)(ii) 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 shall be required to 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 Prospectus 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 Prospectuses covering such Transfer Restricted Securities that were
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.




SECTION 7. REGISTRATION EXPENSES




          (a) All expenses incident to the performance of or compliance with this Agreement by the
Company 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 certificates for the Exchange Securities to be issued in
the Exchange Offer and printing of Prospectuses), messenger and delivery services and telephone;
(iv) all fees and disbursements of counsel for the Company and one counsel for the Holders of
Transfer Restricted Securities (which shall be Paul, Weiss, Rifkind, Wharton & Garrison LLP or such
other counsel as may be selected by the Holders of a majority in principal amount of the Transfer
Restricted Securities for whose benefit such Registration Statement is being prepared); (v) all
application and filing fees in connection with listing the Exchange Securities 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 and comfort 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










 




16





the Shelf Registration Statement), the Company will reimburse the Initial Purchasers and the
Holders of Transfer Restricted Securities who are tendering Securities into the Exchange Offer
and/or selling or reselling Securities or Exchange Securities pursuant to the “Plan of
Distribution” contained in the Exchange Offer Registration Statement or the Shelf Registration
Statement, as applicable, for the reasonable fees and disbursements of not more than one counsel
(who shall be Paul, Weiss, Rifkind, Wharton & Garrison LLP unless another firm shall be chosen by
the Initial Purchasers or the Holders of a majority in principal amount of the Transfer Restricted
Securities for whose benefit such Registration Statement is being prepared). Each Holder shall pay
all expenses of its counsel except as set forth in this Section, all underwriting discounts and
commissions and transfer taxes, if any, relating to the sale or disposition of such Holder’s
Transfer Restricted Securities pursuant to a Shelf Registration Statement.




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
or judgments (including without limitation, any legal or other expenses incurred in connection with
investigating 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 Securities or registered Securities, 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 not misleading, except insofar as such losses, claims, damages,
liabilities or judgments are caused by an untrue statement or omission or 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 expressly for use in any Registration Statement; provided,
however, that the Company shall not be liable to any indemnified party (as defined below) under
this Section 8 to the extent, but only to the extent, that (i) such loss, claim, damage or
liability of such indemnified party results in connection with an initial resale by such
indemnified party, (ii) such loss, claim, damage or liability of such indemnified party results
from an untrue statement of a material fact or an omission of a material fact contained in the
preliminary prospectus, which untrue statement or omission was completely corrected in the
Prospectus, (iii) the Company had previously furnished sufficient quantities of the Prospectus to
such indemnified party within a reasonable amount of time prior to such sale, (iv) such indemnified
party failed to deliver the Prospectus in connection with such initial resale and (v) the Company
sustains the burden of proving that such indemnified party sold the Securities or Exchange
Securities to the person alleging such loss, claim, damage or liability without sending or giving,
at or prior to written confirmation of such sale, a copy of the Prospectus.




          (b) By its acquisition of Transfer Restricted Securities, each Holder of Transfer Restricted
Securities agrees, severally and not jointly, to indemnify and hold













 





17


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) hereof, 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. 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 Section 8(a) or (b) hereof (the “indemnified party”), the indemnified
party shall promptly notify the Person against whom such indemnity may be sought (the “indemnifying
party”) 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 (b) hereof, 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 (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 its 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 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 reasonable 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) hereof, and by the Company, in the case of parties indemnified pursuant to Section
8(b) hereof. The indemnifying party shall indemnify and hold harmless the indemnified party from
and against any and all losses, claims, damages, liabilities and judgments by reason of any
settlement of any action (A) effected with its written consent or (B) effected without its written
consent if the settlement is entered into more than 20 Business Days














 





18


after the indemnifying party shall have received a request from the indemnified party for
reimbursement for the fees and expenses of counsel (in any case where such fees and expenses are at
the expense of the indemnifying party) and, prior to the date of such settlement, the indemnifying
party shall have failed to comply with such reimbursement request. 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 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 or could have been 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.




          (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
herein, 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 initial sale of Transfer Restricted Securities (or in the case of Exchange Securities
that are Transfer Restricted Securities, the sale of the Securities for which such Exchange
Securities were exchanged) 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 such clause 8(d)(i) 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 amount paid or payable by a party as a result
of the losses, claims, damages, liabilities and judgments referred to above shall be deemed to
include, subject to the limitations set forth in Section 8(c) hereof, any legal or other fees or
expenses reasonably incurred by such party in connection with investigating or defending any action
or claim.




          The Company, on the one hand, and each Holder (by its acquisition of Transfer Restricted
Securities), on the other hand, 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














 





19


referred to in the immediately preceding paragraph shall be deemed to include, subject to the
limitations set forth above, any legal 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.




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 (a) is not subject to Section 13 or 15(d) of
the Exchange Act, to make available, upon request of any Holder of Transfer Restricted Securities,
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, and (b) 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. UNDERWRITTEN REGISTRATIONS




          No Holder may participate in any Underwritten Registration unless such Holder (a) agrees to
sell such Holder’s Transfer Restricted Securities proposed to be included in such Underwritten
Registration on the basis provided in customary underwriting arrangements entered into in
connection therewith and (b) completes and executes all reasonable questionnaires, powers of
attorney, and other documents required under the terms of such underwriting arrangements.




SECTION 11. SELECTION OF UNDERWRITERS




          For any Underwritten Offering, the investment banker or investment bankers and manager or
managers for any Underwritten Offering that will administer such offering will be selected by the
Holders of a majority in aggregate principal amount of the Transfer Restricted Securities included
in such offering and consented to by the













 





20


Company, which consent shall not be unreasonably withheld. Such investment bankers and
managers are referred to herein as the “underwriters.”




SECTION 12. 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 Purchasers 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 Purchasers 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 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 any of 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.




          (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 Purchasers, 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 their rights hereunder.













 





21



          (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, S.W.
	 

	 	Alexandria, Minnesota 56308
	 

	 	Telecopier No.: 320-808-2102
	 

	 	Attention: President
	 
	 	 
	 

	 	With a copy to:
	 
	 	 
	 

	 	Moss & Barnett, P.A.
	 

	 	4800 Wells Fargo Center
	 

	 	90 South Seventh Street
	 

	 	Minneapolis, Minnesota 55402
	 

	 	Telecopier No.: 612-339-6686
	 

	 	Attention: Richard J. Kelber






          All such notices and communications shall be deemed to have been duly given at the time
delivered by hand, 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, however, that this
Agreement shall not inure to the benefit of or be binding upon a successor or assign of a Holder
unless and to the extent such successor or assign acquired Transfer Restricted Securities;
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 Person shall be conclusively deemed to have agreed to be
bound by and to perform all of the terms and provisions of this Agreement,













 





22


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 RULES OF CONFLICT OF LAWS OF THE
STATE OF NEW YORK OR ANY OTHER STATE THAT WOULD INDICATE THE APPLICABILITY OF THE LAWS OF ANY OTHER
JURISDICTION.




          (i) 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.




          (j) 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.













 





23



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




	 	 	 	 	 	 	 
	 	 	RURAL CELLULAR CORPORATION
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 	 	 	 	 
	 

	 	 	 	Name:
	 	Wesley E. Schultz
	 

	 	 	 	Title:
	 	Executive Vice President and Chief Financial Officer






LEHMAN BROTHERS INC.

MORGAN STANLEY & CO. INCORPORATED




Acting severally on behalf of themselves and the several Initial Purchasers




     By: LEHMAN BROTHERS INC., as representative



	 	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	 	 	 

Name:
	 	 
	 

	 	 	 	Title:	 	 






[Signature Pate to Registered Rights Agreement]