rural_ex4-1.htm


    Exhibit
4.1


     

    THIRD
AMENDMENT TO CLASS A SHARE RIGHTS AGREEMENT

     

     

    This
THIRD AMENDMENT (this “Third Amendment”) is
made and entered into as of this 6th day of July 2008 by and between Rural
Cellular Corporation, a Minnesota corporation (the “Company”), and Wells
Fargo Bank, N.A., successor to Norwest Bank Minnesota, National Association, as
rights agent (the “Rights
Agent”).  Capitalized terms used but not otherwise defined
herein shall have the respective meanings ascribed to such terms in the Rights
Agreement (as defined below).

     

    W I T N E S S E T
H

     

    WHEREAS,
the Company and the Rights Agent are parties to the Class A Share Rights
Agreement, dated as of April 30, 1999, as amended on March 31, 2000 and on July
29, 2007 (the “Rights
Agreement”);

     

    WHEREAS,
the Company entered into an Agreement and Plan of Merger, dated as of July 29,
2007, by and among Cellco Partnership, a Delaware general partnership doing
business as Verizon Wireless (“Parent”), Airtouch
Cellular, a California corporation (“Holdings”), and the
Company (the “Merger Agreement”), pursuant to which, among other things, a
Minnesota corporation to be formed in accordance with the Merger Agreement as a
wholly-owned subsidiary of Holdings (“Merger Sub”) will
merge with and into the Company (the “Merger”), with each
then issued and outstanding share of the Company’s class A common stock, par
value $.01 per share (“Class A Common
Stock”), and class B common stock, par value $.01 per share (“Class B Common Stock”
and, together with the Class A Common Stock, “Company Common
Stock”), excluding shares of Company Common Stock owned by the Company as
treasury stock, any shares of Company Common Stock owned by Parent, Merger Sub
or any direct or indirect subsidiary of Parent or shares of Company Common Stock
held by shareholders who validly perfect appraisal rights, being cancelled and
converted into the right to receive $45.00 in cash, without
interest;

     

    WHEREAS,
the Disinterested Director Committee of the Board of Directors of the Company
(the “Board”)
approved the Merger Agreement and the transactions contemplated thereby,
including the Merger;

     

    WHEREAS,
the Board and the shareholders of the Company have approved the Merger Agreement
and the transactions contemplated thereby, including the Merger;

     

    WHEREAS,
pursuant to Section 27 of the Rights Agreement, prior to the Distribution Date,
the Company may and the Rights Agent shall, if so directed by the Company, from
time to time supplement or amend the Rights Agreement without the approval of
any holders of Class A Common Stock or Class A Rights Certificates;
and

     

    WHEREAS,
the Board has determined that an amendment to the Rights Agreement as set forth
herein is necessary and desirable in connection with the foregoing.

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    NOW,
THEREFORE, in consideration of the premises and agreements set forth herein and
in the Rights Agreement, the parties hereto, intending to be legally bound,
agree as follows:

     

    Section
1.            Amendment to Definition of
Acquiring Person.  The definition of “Acquiring Person” set
forth in Section 1(a) of the Rights Agreement is hereby amended and supplemented
by adding the following sentence to the end thereof:

     

    Further,
and notwithstanding anything in this Agreement to the contrary, neither Parent
nor any of its existing or future Affiliates or Associates, including, without
limitation, Holdings, shall be deemed to be an Acquiring Person solely by virtue
of the purchase from the Company of shares of Class A common stock by Parent or
any of its existing or future Affiliates or Associates in connection with any
transactions relating to or contemplated by the Merger Agreement.

     

    Section
2.            Rights Agent
Direction.  The Rights Agent is directed to immediately execute
this Third Amendment.

     

    Section
3.            Effectiveness.  This
Third Amendment shall be deemed effective as of the date set forth
above.  Except as amended by this Third Amendment, the Rights
Agreement shall remain in full force and effect and shall be otherwise
unaffected by this Third Amendment.

     

    Section
4.            Severability.  If
any term, provision, covenant, or restriction of this Third Amendment is held by
a court of competent jurisdiction or other authority to be invalid, void, or
unenforceable, the remainder of the terms, provisions, covenants, or
restrictions of this Third Amendment shall remain in full force and effect and
shall in no way be affected, impaired, or invalidated.

     

    Section
5.            Counterparts.  This
Third Amendment may be executed in any number of counterparts, and each of such
counterparts shall for all purposes be deemed an original, and all such
counterparts shall together constitute but one and the same
instrument.

     

    Section
6.            Governing
Law.  This Third Amendment shall be deemed to be a contract
made under the laws of the State of Minnesota and for all purposes shall be
governed by and construed in accordance with the laws of the State of Minnesota
applicable to contracts to be made and performed entirely within such
state.

     

    Section
7.            Waiver of
Notice.  The Company and the Rights Agent hereby waive any
notice requirement under the Rights Agreement pertaining to the matters covered
by this Third Amendment.

     

    Section
8.            Descriptive
Headings.  Descriptive headings of the several sections of this
Third Amendment are inserted for convenience only and shall not control or
affect the meaning or construction of any of the provisions of this Third
Amendment.

     

    


    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    IN
WITNESS WHEREOF, the parties hereto have caused this Third Amendment to Class A
Share Rights Agreement to be duly executed as of the day and year first above
written.

     

    


    
      	 
      	
              RURAL
      CELLULAR CORPORATION

            
	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      
	 
      	
              By:

            	
                /s/  Richard
      P. Ekstrand

            	 
      
	 
      	
              Name:  
      Richard P. Ekstrand

            	 
      
	 
      	
              Title:  
      President and CEO

            	 
      
	 
      	 
      	 
      	 
      


    

    


    


    
      	 
      	
              WELLS
      FARGO BANK, N.A.,

            
	 
      	
              successor
      to

            
	 
      	
              NORWEST
      BANK MINNESOTA, NATIONAL

            
	 
      	
              ASSOCIATION

            
	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      
	 
      	
              By:

            	
                /s/
      Steven J. Hoffman

            	 
      
	 
      	
              Name: 
       Steven J. Hoffman

            	 
      
	 
      	
              Title:  
      Assistant Vice President