exv10w1



 






	 	 	 
	CONFIDENTIAL TREATMENT REQUESTED

	 	Exhibit 10.1 Redacted






TERMINATION AGREEMENT



This Termination Agreement (the “Agreement”) is made as of the 28th day of June 2005, by
and between AMDOCS SOFTWARE SYSTEMS LIMITED, a corporation incorporated under the Laws of Ireland
(“Amdocs”), and RURAL CELLULAR CORPORATION, a Minnesota corporation (“RCC”), and
amends the Master Agreement (defined below).




     WHEREAS, Amdocs and RCC are party to that certain CRM And Billing Managed Services Agreement
dated February 5, 2004, by and between Amdocs and RCC as such agreement was amended July 6, 2004,
July 30, 2004, and October 26, 2004 (as so amended, the “Master Agreement”—capitalized
terms not defined herein shall have the meanings set forth in the Master Agreement); and



     WHEREAS, Amdocs has been and is providing Services to RCC’s currently existing GSM customers
pursuant to the Master Agreement; and



     WHEREAS, Amdocs and RCC desire to terminate the Master Agreement and to end their present
disputes without further expenditure of time or expense or proceeding, and without an admission of
fault or liability by either party; and



     WHEREAS, the parties agree that Amdocs will continue to render Outsourcing Services to RCC’s
GSM customers during the Transition-Out Period (defined below);



     NOW THEREFORE, in consideration of the foregoing premises and mutual promises, covenants and
obligations, agreements and other undertakings set forth herein, and for other good and valuable
consideration, the receipt and sufficiency of which is acknowledged, the undersigned agree as
follows:



     1. Cessation of Implementation and Migration Services. Effective as of June 28, 2005
(the “Effective Date”), Amdocs and RCC shall immediately cease all further Implementation
and Migration Services described in Revised Schedule 10 of the Master Agreement. The parties
acknowledge and agree that Amdocs shall cease providing services with respect to Change Requests,
and that RCC shall have no payment obligations with respect to any Change Requests other than
payment of invoices for those three Change Requests identified in Exhibit A, which Change Requests
have been delivered to RCC, are hereby finally approved and accepted by RCC, and are payable by RCC
within forty-five (45) days from its receipt of Amdocs’ invoice therefor. All provisions of the
Master Agreement (including all schedules thereto), except as modified hereby, shall remain in
effect until the Transition-Out Period Expiration Date (defined below).



     2. Continuing Outsourcing Services. Amdocs will continue to provide Outsourcing
Services, as further set forth in Schedule 11 of the Master Agreement, to RCC for RCC’s current GSM
customers (which are presently billed by Amdocs) through the end of the Transition-Out Period.
Amdocs will also provide Outsourcing Services for future GSM customers of RCC which RCC places on
the Amdocs billing system through the end of the Transition-Out Period.





 




	
	**Information omitted and filed separately with the Securities and
Exchange Commission pursuant to a request for Confidential Treatment.




1









 










	 	 	 
	CONFIDENTIAL TREATMENT REQUESTED

	 	Exhibit 10.1 Redacted





Amdocs shall provide all Outsourcing Services from the Effective Date until the Transition-Out
Period Expiration Date **.




     3. Transition-Out Matters. The parties shall immediately move to implement the
provisions of Schedule 18 of the Master Agreement. The parties shall immediately proceed with
negotiation of the Transition-Out Work Plan and shall execute a final Transition-Out Work Plan
within fourteen (14) days from the date hereof (July 12, 2005). Notwithstanding anything to the
contrary in the Master Agreement, the Transition-Out Period shall commence on the Effective Date
and shall expire on the earlier to occur of (a) that date when no RCC customers remain on the
Amdocs Solution in accordance with the Transition-Out Work Plan or (b) 120 days after the Effective
Date; provided that, in either case, RCC shall have the right, at its sole discretion, to extend
this Transition-Out Period by a single additional thirty (30) day period ** upon ten (10) days’
prior written notice to Amdocs, in which case the Transition-Out Period shall expire at the end of
such thirty (30) day period (the “Transition-Out Period Expiration Date” meaning either the
earlier of the dates described in clauses (a) or (b) above, or, if applicable, the last day of the
(optional) additional thirty (30) day period). Amdocs shall provide all Termination Assistance
Services in accordance with the Transition-Out Work Plan **.



     4. Dispute Resolution Procedures. Notwithstanding the provisions of the Master
Agreement to the contrary, the parties agree that any dispute arising out of or relating to
continuing Outsourcing Services and Termination Assistance Services shall be referred to RCC’s
Senior Director, MIS and Amdocs’ Division Vice President for resolution, and if no resolution is
obtained within one (1) business day, the dispute shall be escalated to RCC’s Executive VP and COO
and Amdocs’ Division President. If the dispute is not resolved within an additional two (2)
business days, either party may submit the dispute to arbitration in accordance with the provisions
of the Master Agreement, subject to the terms hereof. The foregoing dispute resolution provision
shall not prevent the parties from seeking injunctive relief as permitted in the Master Agreement.



     5. Effect on Master Agreement. This Agreement modifies and amends the provisions of
the Master Agreement. Effective on the Transition-Out Period Expiration Date, all of the
provisions of the (i) Master Agreement; and (ii) performance guaranty signed by Amdocs Limited,
referenced in Section 16.7.5 of the Master Agreement, shall terminate and be without further force
or effect, except for those provisions which would, by their nature, survive expiration or
termination, including without limitation those provisions set forth on Exhibit B, which
shall remain in full force and effect indefinitely, solely with respect to the rights and
obligations of the parties for acts or omissions occurring after the Effective Date, in accordance
with their respective terms.



     6. Payments. ** RCC shall have no obligation to pay Amdocs any amounts for any
matters arising out of or related to the Master Agreement or this Agreement or for any Services
performed or provided by Amdocs to or for the benefit of RCC (including any Services provided
pursuant to the provisions hereof) except as set forth in this Agreement. **.



     7. Release by Amdocs. Subject to each party performing its obligations under the
Master Agreement and this Agreement, Amdocs on its own behalf and on behalf of its respective





 




	
	**Information omitted and filed separately with the Securities and Exchange
Commission pursuant to a request for Confidential Treatment.




2









 










	 	 	 
	CONFIDENTIAL TREATMENT REQUESTED

	 	Exhibit 10.1 Redacted





current and former directors, officers, shareholders, employees, agents, attorneys, insurers,
Affiliates, subsidiaries, parent companies, related companies (including without limitation Amdocs,
Inc., a Delaware corporation and Amdocs Champaign, Inc., a Delaware corporation and Amdocs Limited,
an Island of Guernsey corporation), successors and assigns, absolutely and unconditionally
releases, acquits and forever discharges RCC and RCC’s current and former directors, officers,
shareholders, employees, agents, attorneys, insurers, Affiliates, subsidiaries, related companies,
successors and assigns (collectively, the “RCC Released Parties”), of and from any and all
claims, demands, actions, damages and liabilities (including attorney fees), whether direct or
indirect, fixed or contingent, known or unknown, which Amdocs or any of its respective current and
former directors, officers, shareholders, employees, agents, attorneys, insurers, Affiliates,
subsidiaries, related companies, successors and assigns has ever had, has or claims to have
against the RCC Released Parties, prior to and through the Effective Date, arising from or related
to the Master Agreement and/or the relationship contemplated by the Master Agreement. Nothing
herein shall be deemed to release RCC or its Affiliates from any obligations arising under the
Master Agreement or this Agreement for matters occurring after the Effective Date.




     8. Release by RCC. Subject to each party performing its obligations under the Master
Agreement and this Agreement, RCC, on its own behalf and on behalf of its current and former
directors, officers, shareholders, employees, agents, attorneys, insurers, Affiliates,
subsidiaries, related companies (including without limitation Amdocs, Inc., a Delaware corporation,
Amdocs Champaign, Inc., a Delaware corporation and Amdocs Limited, an Island of Guernsey
corporation (under the performance guaranty referenced in Section 16.7.5 of the Master Agreement),
predecessors, successors and assigns, absolutely and unconditionally releases, acquits and forever
discharges Amdocs and Amdocs’ current and former directors, officers, shareholders, employees,
agents, attorneys, insurers, Affiliates, subsidiaries, parent companies, related companies,
successors and assigns (collectively, the “Amdocs Released Parties”), of and from any and
all claims, demands, actions, damages and liabilities (including attorney fees), whether direct or
indirect, fixed or contingent, known or unknown, which RCC or any of its respective current and
former directors, officers, shareholders, employees, agents, attorneys, insurers, Affiliates,
subsidiaries, related companies, successors and assigns has ever had, has or claims to have
against the Amdocs Released Parties, prior to and through the Effective Date, arising from or
related to the Master Agreement and/or the relationship contemplated by the Master Agreement.
Nothing herein shall be deemed to release Amdocs or its Affiliates from any obligations arising
under the Master Agreement, the above-referenced guaranty, or this Agreement for matters occurring
after the Effective Date.



     9. No Admission. This Agreement is made and entered into for the purpose of resolving
outstanding disputes between the parties and is not, and shall not be construed as, an admission of
any sort on the part of Amdocs or RCC.



     10. Attorneys Fees. In the event that arbitration, injunction or other proceedings
are commenced or brought to enforce the terms of the Master Agreement and this Agreement, the
prevailing party shall be entitled to recover its costs and reasonable attorneys’ fees incurred in
any such proceeding, in addition to actual damages.





 




	
	**Information omitted and filed separately with the Securities and Exchange
Commission pursuant to a request for Confidential Treatment.




3









 










	 	 	 
	CONFIDENTIAL TREATMENT REQUESTED

	 	Exhibit 10.1 Redacted






     11. Publicity; Confidentiality. The terms and circumstances surrounding this
Agreement are confidential and shall not be disclosed to any third party or a party’s personnel,
except as provided below. Each party consents to the statement regarding the termination of the
relationship contemplated by the Master Agreement in substantially the form of Exhibit C.
Except for disclosures in substantially the form of Exhibit C and disclosure by each party
to its Board of Directors, executives and auditors, and the other disclosures described in this
Section 11, each of Amdocs and RCC agrees that it must obtain the other’s prior written consent
before publicly using or publicly disclosing any advertising, written sales promotion materials,
press releases, information or other publicity matters relating to the Master Agreement and this
Agreement (including, without limitation, the negotiation, execution and delivery hereof but not
the enforcement hereof). Notwithstanding the foregoing restrictions, RCC and Amdocs Limited shall
each have the right to make public disclosures to its shareholders, investors and investment
analysts and representatives and as required by law, which disclosures both parties agree shall be
not inconsistent with the statements set forth in Exhibit C; in addition, RCC and Amdocs shall each
have the right to make internal disclosures not inconsistent with the statements set forth in
Exhibit C to its employees, vendors, consultants and retained professionals (such as lawyers and
accountants). RCC shall file a copy of this Agreement with its required securities filings,
redacted to be in the form attached hereto as Exhibit D.



     12. Entire Agreement. Each of the undersigned parties to this Agreement declares and
represents that no promise, inducement or agreement not expressed herein has been made to it, and
that the Master Agreement (and any agreement referred to in the Master Agreement), this Agreement
and the Transition-Out Work Plan contains the entire agreement between the parties hereto and,
further, each party declares and represents that in entering into this Agreement, it understands
and agrees that it is relying wholly upon its own judgment, belief and knowledge as to the nature,
extent and duration of any damages that they may have or will incur. This Agreement may not be
changed, supplemented or amended, except in a writing executed by the parties hereto.



     13. Interpretation. This Agreement shall be construed as drafted jointly by the
parties and shall not be construed or interpreted for or against any party hereto because that
party drafted or caused the party’s legal representative to draft any of its provisions.



     14. Counterparts. This Agreement may be executed in any number of counterparts, each
of which shall constitute an original, and all of which, when taken together, shall constitute one
and the same instrument and any of the parties hereto may execute this Agreement by signing any
such counterpart.



     15. Authority. Each party represents that the person signing this Agreement has
authority to bind that party.



     16. Governing Law. This Agreement shall be governed by, construed and enforced in
accordance with applicable provisions of the Master Agreement and this Agreement.



     IN WITNESS WHEREOF, the parties hereto have executed this Agreement effective as of the
Effective Date.





 




	
	**Information omitted and filed separately with the Securities and Exchange
Commission pursuant to a request for Confidential Treatment.




4









 










	 	 	 
	CONFIDENTIAL TREATMENT REQUESTED

	 	Exhibit 10.1 Redacted






	 	 	 	 	 	 	 	 	 
	AMDOCS SOFTWARE
SYSTEMS 
LIMITED,	 	 	 	RURAL
CELLULAR CORPORATION,
a Minnesota corporation
	a corporation incorporated under
the Laws of Ireland	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	By

	 	/s/ Burt Podhere
	 	 	 	By
	 	/s/ Ann K. Newhall
	 

	 	 
	 	 	 	 	 	 
	Name: Burt Podhere	 	 	 	Name: Ann K. Newhall
	Title: General Manager	 	 	 	Title: EVP/COO and Secretary








 




	
	**Information omitted and filed separately with the Securities and Exchange
Commission pursuant to a request for Confidential Treatment.




5









 










	 	 	 
	CONFIDENTIAL TREATMENT REQUESTED

	 	Exhibit 10.1 Redacted






EXHIBIT A




PERMITTED CHANGE REQUESTS


CR 0141

CR 0144

CR 0152





 




	
	**Information omitted and filed separately with the Securities and Exchange
Commission pursuant to a request for Confidential Treatment.




1









 










	 	 	 
	CONFIDENTIAL TREATMENT REQUESTED

	 	Exhibit 10.1 Redacted






EXHIBIT B




SURVIVING MASTER AGREEMENT PROVISIONS


IP rights (§16.2)



Confidentiality and data privacy (§§16.3-16.4) and Schedule 19 to MSA



Liability (§16.7)



Governing Law (§16.13.1)



Indemnification (§§ 16.17.3 through 16.17.6)



Employee non-solicitation (§16.5)



Parent Guaranties (only as to the portions of the Master Agreement remaining in effect)



Such other provisions of the MSA, if any, as the parties may agree as a part of the Transition-Out
Work Plan






 




	
	**Information omitted and filed separately with the Securities and Exchange
Commission pursuant to a request for Confidential Treatment.




1









 










	 	 	 
	CONFIDENTIAL TREATMENT REQUESTED

	 	Exhibit 10.1 Redacted






EXHIBIT C




8K PRESS RELEASE





 




	
	**Information omitted and filed separately with the Securities and Exchange
Commission pursuant to a request for Confidential Treatment.




1









 










	 	 	 
	CONFIDENTIAL TREATMENT REQUESTED

	 	Exhibit 10.1 Redacted
	 
	 	 





 

 








EXHIBIT C TO TERMINATION AGREEMENT








SECURITIES AND EXCHANGE COMMISSION



Washington, D.C. 20549




FORM 8-K




Current Report Pursuant

to Section 13 or 15(d) of the

Securities Exchange Act of 1934




Date
of Report (Date of earliest event reported): June 28, 2005



RURAL CELLULAR CORPORATION



(Exact name of Registrant as Specified in its Charter)




	 	 	 
	Minnesota
	 

	(State or other Jurisdiction of Incorporation)






	 	 	 
	0-27416
	 	41-1693295
	 
	 	 
	(Commission File Number)
	 	(IRS Employer Identification No.)






	 	 	 
	3905 Dakota Street S.W.,

Alexandria, Minnesota
	 	56308
	 
	 	 
	(Address of Principal Executive Offices)
	 	(Zip Code)






	 	 	 
	Registrant’s Telephone
Number, Including Area Code (320) 762-2000









			
	 

	Former Name or Former Address, if Changed Since Last Report






     Check the appropriate box below if the Form 8-K filing is intended to simultaneously
satisfy the filing obligation of the registrant under any of the following provisions (see General
Instruction A.2. below):



     o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)



     o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)



     o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17
CFR 240.14d-2(b))



     o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17
CFR 240.13e-4(c))










 




	
	**Information omitted and filed separately with the Securities and Exchange
Commission pursuant to a request for Confidential Treatment.





 

 








2









 
















	 	 	 
	CONFIDENTIAL TREATMENT REQUESTED

	 	Exhibit 10.1 Redacted






Item 1.02. Termination of a Material Definitive Agreement.



Effective on June 28, 2005, the Customer Relationship Management and Billing Managed Services
Agreement dated February 5, 2004 (the “Agreement”), between Rural Cellular Corporation (“RCC” or
the “Company”) and Amdocs Software Systems Limited (the “Vendor”) was mutually terminated.



The termination was based upon the Company’s decision that the proposed systems would not meet its
requirements given that the Vendor’s focus has become more orientated to national wireless
providers. Under these circumstances, it was determined that the systems would not have been
cost-effective to adapt and maintain over the long term.



Under the Agreement, the Vendor was to have adapted its proprietary systems for use by the Company,
provide support services for the migration of the Company’s existing subscriber base to the
Vendor’s systems, and provide ongoing services for the operation, support, and maintenance of the
Vendor’s systems over an operating period of 7 years.



The Company’s GSM customers (approximately 75,000) have been served through a transitional Vendor
system since earlier this year. The Company expects that current and new GSM customers will be
serviced through this transitional system until another replacement billing system becomes
available. There will be no further development or implementation of the Vendor billing system to
serve the Company’s legacy or CDMA customers. The Company is currently evaluating alternative
billing systems.



Reflecting the termination of the Agreement, RCC anticipates recording a charge to operations
during the second quarter of 2005 of approximately
$     million, reflecting the write down of
certain development costs previously capitalized. RCC did not incur early termination penalties.






 




	
	**Information omitted and filed separately with the Securities and Exchange
Commission pursuant to a request for Confidential Treatment.




3









 










	 	 	 
	CONFIDENTIAL TREATMENT REQUESTED

	 	Exhibit 10.1 Redacted






SIGNATURES




     Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly
caused this report to be signed on its behalf by the undersigned thereunto duly authorized.



	 	 	 	 	 
	 	 	RURAL CELLULAR CORPORATION
	 
	 	 	 	 
	 

	 	 	 	/s/ Richard P. Ekstrand
	 

	 	 	 	 
	 

	 	 	 	Richard P. Ekstrand
	 

	 	 	 	President and Chief Executive Officer
	Date: June 30, 2005
	 	 	 	 








 




	
	**Information omitted and filed separately with the Securities and Exchange
Commission pursuant to a request for Confidential Treatment.




4









 










	 	 	 
	CONFIDENTIAL TREATMENT REQUESTED

	 	Exhibit 10.1 Redacted






EXHIBIT D




REDACTED AMENDMENT FOR REQUIRED FILING






 




	
	**Information omitted and filed separately with the Securities and Exchange
Commission pursuant to a request for Confidential Treatment.




1









 










	 	 	 
	CONFIDENTIAL TREATMENT REQUESTED

	 	Exhibit 10.1 Redacted






EXHIBIT D TO TERMINATION AGREEMENT




REDACTED AMENDMENT FOR REQUIRED FILING



TERMINATION AGREEMENT


This Termination Agreement (the “Agreement”) is made as of the 28th day of June
2005, by and between AMDOCS SOFTWARE SYSTEMS LIMITED, a corporation incorporated under the Laws of
Ireland (“Amdocs”), and RURAL CELLULAR CORPORATION, a Minnesota corporation (“RCC”), and amends the
Master Agreement (defined below).




     WHEREAS, Amdocs and RCC are party to that certain CRM And Billing Managed Services Agreement
dated February 5, 2004, by and between Amdocs and RCC as such agreement was amended July 6, 2004,
July 30, 2004, and October 26, 2004 (as so amended, the “Master Agreement” – capitalized
terms not defined herein shall have the meanings set forth in the Master Agreement); and



     WHEREAS, Amdocs has been and is providing Services to RCC’s currently existing GSM customers
pursuant to the Master Agreement; and



     WHEREAS, Amdocs and RCC desire to terminate the Master Agreement and to end their present
disputes without further expenditure of time or expense or proceeding, and without an admission of
fault or liability by either party; and



     WHEREAS, the parties agree that Amdocs will continue to render Outsourcing Services to RCC’s
GSM customers during the Transition-Out Period (defined below);



     NOW THEREFORE, in consideration of the foregoing premises and mutual promises, covenants and
obligations, agreements and other undertakings set forth herein, and for other good and valuable
consideration, the receipt and sufficiency of which is acknowledged, the undersigned agree as
follows:



     1. Cessation of Implementation and Migration Services. Effective as of June 28, 2005
(the “Effective Date”), Amdocs and RCC shall immediately cease all further Implementation
and Migration Services described in Revised Schedule 10 of the Master Agreement. The parties
acknowledge and agree that Amdocs shall cease providing services with respect to Change Requests,
and that RCC shall have no payment obligations with respect to any Change Requests other than
payment of invoices for those three Change Requests identified in Exhibit A, which Change Requests
have been delivered to RCC, are hereby finally approved and accepted by RCC, and are payable by RCC
within forty-five (45) days from its receipt of Amdocs’ invoice therefor. All provisions of the
Master Agreement (including all schedules thereto), except as modified hereby, shall remain in
effect until the Transition-Out Period Expiration Date (defined below).





 




	
	**Information omitted and filed separately with the Securities and Exchange
Commission pursuant to a request for Confidential Treatment.




1









 










	 	 	 
	CONFIDENTIAL TREATMENT REQUESTED

	 	Exhibit 10.1 Redacted






     2. Continuing Outsourcing Services. Amdocs will continue to provide Outsourcing
Services, as further set forth in Schedule 11 of the Master
Agreement, to RCC for RCC’s current GSM customers (which are presently billed by Amdocs) through the end of the Transition-Out Period.
Amdocs will also provide Outsourcing Services for future GSM customers of RCC which RCC places on
the Amdocs billing system through the end of the Transition-Out Period. Amdocs shall provide all
Outsourcing Services from the Effective Date until the Transition-Out Period Expiration Date* * * *
* * * * * * * * * *.



     3. Transition-Out Matters. The parties shall immediately move to implement the
provisions of Schedule 18 of the Master Agreement. The parties shall immediately proceed with
negotiation of the Transition-Out Work Plan and shall execute a final Transition-Out Work Plan
within fourteen (14) days from the date hereof (July 12, 2005). Notwithstanding anything to the
contrary in the Master Agreement, the Transition-Out Period shall commence on the Effective Date
and shall expire on the earlier to occur of (a) that date when no RCC customers remain on the
Amdocs Solution in accordance with the Transition-Out Work Plan or (b) 120 days after the Effective
Date; provided that, in either case, RCC shall have the right, at its sole discretion, to extend
this Transition-Out Period by a single additional thirty (30) day period * * * * * * * * * * upon
ten (10) days’ prior written notice to Amdocs, in which case the Transition-Out Period shall expire
at the end of such thirty (30) day period (the “Transition-Out Period Expiration Date”
meaning either the earlier of the dates described in clauses (a) or (b) above, or, if applicable,
the last day of the (optional) additional thirty (30) day period). Amdocs shall provide all
Termination Assistance Services in accordance with the Transition-Out Work Plan * * * * * * * * * *
* * * * * *.



     4. Dispute Resolution Procedures. Notwithstanding the provisions of the Master
Agreement to the contrary, the parties agree that any dispute arising out of or relating to
continuing Outsourcing Services and Termination Assistance Services shall be referred to RCC’s
Senior Director, MIS and Amdocs’ Division Vice President for resolution, and if no resolution is
obtained within one (1) business day, the dispute shall be escalated to RCC’s Executive VP and COO
and Amdocs’ Division President. If the dispute is not resolved within an additional two (2)
business days, either party may submit the dispute to arbitration in accordance with the provisions
of the Master Agreement, subject to the terms hereof. The foregoing dispute resolution provision
shall not prevent the parties from seeking injunctive relief as permitted in the Master Agreement.



     5. Effect on Master Agreement. This Agreement modifies and amends the provisions of
the Master Agreement. Effective on the Transition-Out Period Expiration Date, all of the
provisions of the (i) Master Agreement; and (ii) performance guaranty signed by Amdocs Limited,
referenced in Section 16.7.5 of the Master Agreement, shall terminate and be without further force
or effect, except for those provisions which would, by their nature, survive expiration or
termination, including without limitation those provisions set forth on Exhibit B, which
shall remain in full force and effect indefinitely, solely with respect to the rights and
obligations of the parties for acts or omissions occurring after the Effective Date, in accordance
with their respective terms.





 




	
	**Information omitted and filed separately with the Securities and Exchange
Commission pursuant to a request for Confidential Treatment.




2









 










	 	 	 
	CONFIDENTIAL TREATMENT REQUESTED

	 	Exhibit 10.1 Redacted






     6. Payments. * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * *.
RCC shall have no obligation to pay Amdocs any amounts for any matters arising out of or related to
the Master Agreement or this Agreement or for any Services performed or provided by Amdocs to or
for the benefit of RCC (including any Services provided pursuant to the provisions hereof) except
as set forth in this Agreement. * * * * * * * * * * * * * * * * * * * * * * * *.



     7. Release by Amdocs. Subject to each party performing its obligations under the
Master Agreement and this Agreement, Amdocs on its own behalf and on behalf of its respective
current and former directors, officers, shareholders, employees, agents, attorneys, insurers,
Affiliates, subsidiaries, parent companies, related companies (including without limitation Amdocs,
Inc., a Delaware corporation and Amdocs Champaign, Inc., a Delaware corporation and Amdocs Limited,
an Island of Guernsey corporation), successors and assigns, absolutely and unconditionally
releases, acquits and forever discharges RCC and RCC’s current and former directors, officers,
shareholders, employees, agents, attorneys, insurers, Affiliates, subsidiaries, related companies,
successors and assigns (collectively, the “RCC Released Parties”), of and from any and all
claims, demands, actions, damages and liabilities (including attorney fees), whether direct or
indirect, fixed or contingent, known or unknown, which Amdocs or any of its respective current and
former directors, officers, shareholders, employees, agents, attorneys, insurers, Affiliates,
subsidiaries, related companies, successors and assigns has ever had, has or claims to have against
the RCC Released Parties, prior to and through the Effective Date, arising from or related to the
Master Agreement and/or the relationship contemplated by the Master Agreement. Nothing herein
shall be deemed to release RCC or its Affiliates from any obligations arising under the Master
Agreement or this Agreement for matters occurring after the Effective Date.



     8. Release by RCC. Subject to each party performing its obligations under the Master
Agreement and this Agreement, RCC, on its own behalf and on behalf of its current and former
directors, officers, shareholders, employees, agents, attorneys, insurers, Affiliates,
subsidiaries, related companies (including without limitation Amdocs, Inc., a Delaware corporation,
Amdocs Champaign, Inc., a Delaware corporation and Amdocs Limited, an Island of Guernsey
corporation (under the performance guaranty referenced in Section 16.7.5 of the Master Agreement),
predecessors, successors and assigns, absolutely and unconditionally releases, acquits and forever
discharges Amdocs and Amdocs’ current and former directors, officers, shareholders, employees,
agents, attorneys, insurers, Affiliates, subsidiaries, parent companies, related companies,
successors and assigns (collectively, the “Amdocs Released Parties”), of and from any and
all claims, demands, actions, damages and liabilities (including attorney fees), whether direct or
indirect, fixed or contingent, known or unknown, which RCC or any of its respective current and
former directors, officers, shareholders, employees, agents, attorneys, insurers, Affiliates,
subsidiaries, related companies, successors and assigns has ever had, has or claims to have
against the Amdocs Released Parties, prior to and through the Effective Date, arising from or
related to the Master Agreement and/or the relationship contemplated by the Master Agreement.
Nothing herein shall be deemed to release Amdocs or its Affiliates from any obligations arising
under the Master Agreement, the above-referenced guaranty, or this Agreement for matters occurring
after the Effective Date.





 




	
	**Information omitted and filed separately with the Securities and Exchange
Commission pursuant to a request for Confidential Treatment.




3









 










	 	 	 
	CONFIDENTIAL TREATMENT REQUESTED

	 	Exhibit 10.1 Redacted






     9. No Admission. This Agreement is made and entered into for the purpose of resolving
outstanding disputes between the parties and is not, and shall not be construed as, an admission of
any sort on the part of Amdocs or RCC.



     10. Attorneys Fees. In the event that arbitration, injunction or other proceedings
are commenced or brought to enforce the terms of the Master Agreement and this Agreement, the
prevailing party shall be entitled to recover its costs and reasonable attorneys’ fees incurred in
any such proceeding, in addition to actual damages.



     11. Publicity; Confidentiality. The terms and circumstances surrounding this
Agreement are confidential and shall not be disclosed to any third party or a party’s personnel,
except as provided below. Each party consents to the statement regarding the termination of the
relationship contemplated by the Master Agreement in substantially the form of Exhibit C.
Except for disclosures in substantially the form of Exhibit C and disclosure by each party
to its Board of Directors, executives and auditors, and the other disclosures described in this
Section 11, each of Amdocs and RCC agrees that it must obtain the other’s prior written consent
before publicly using or publicly disclosing any advertising, written sales promotion materials,
press releases, information or other publicity matters relating to the Master Agreement and this
Agreement (including, without limitation, the negotiation, execution and delivery hereof but not
the enforcement hereof). Notwithstanding the foregoing restrictions, RCC and Amdocs Limited shall
each have the right to make public disclosures to its shareholders, investors and investment
analysts and representatives and as required by law, which disclosures both parties agree shall be
not inconsistent with the statements set forth in Exhibit C; in addition, RCC and Amdocs shall each
have the right to make internal disclosures not inconsistent with the statements set forth in
Exhibit C to its employees, vendors, consultants and retained professionals (such as lawyers and
accountants). RCC shall file a copy of this Agreement with its required securities filings,
redacted to be in the form attached hereto as Exhibit D.



     12. Entire Agreement. Each of the undersigned parties to this Agreement declares and
represents that no promise, inducement or agreement not expressed herein has been made to it, and
that the Master Agreement (and any agreement referred to in the Master Agreement), this Agreement
and the Transition-Out Work Plan contains the entire agreement between the parties hereto and,
further, each party declares and represents that in entering into this Agreement, it understands
and agrees that it is relying wholly upon its own judgment, belief and knowledge as to the nature,
extent and duration of any damages that they may have or will incur. This Agreement may not be
changed, supplemented or amended, except in a writing executed by the parties hereto.



     13. Interpretation. This Agreement shall be construed as drafted jointly by the
parties and shall not be construed or interpreted for or against any party hereto because that
party drafted or caused the party’s legal representative to draft any of its provisions.



     14. Counterparts. This Agreement may be executed in any number of counterparts, each
of which shall constitute an original, and all of which, when taken together, shall constitute one
and the same instrument and any of the parties hereto may execute this Agreement by signing any
such counterpart.





 




	
	**Information omitted and filed separately with the Securities and Exchange
Commission pursuant to a request for Confidential Treatment.




4









 










	 	 	 
	CONFIDENTIAL TREATMENT REQUESTED

	 	Exhibit 10.1 Redacted






     15. Authority. Each party represents that the person signing this Agreement has
authority to bind that party.



     16. Governing Law. This Agreement shall be governed by, construed and enforced in
accordance with applicable provisions of the Master Agreement and this Agreement.



     IN WITNESS WHEREOF, the parties hereto have executed this Agreement effective as of the
Effective Date.



	 	 	 	 	 	 	 	 	 
	AMDOCS SOFTWARE
SYSTEMS LIMITED, a corporation incorporated under the
Laws of Ireland	 	 	 	RURAL CELLULAR
CORPORATION, a Minnesota corporation
	 
	 	 	 	 	 	 	 	 
	By

	 	 	 	 	 	By	 	 
	 

	 	 
	 	 	 	 	 	 
	Name:

	 	 	 	 	 	Name:	 	 
	 

	 	 
	 	 	 	 	 	 
	Title:

	 	 	 	 	 	Title:	 	 
	 

	 	 
	 	 	 	 	 	 







 




	
	**Information omitted and filed separately with the Securities and
Exchange Commission pursuant to a request for Confidential Treatment.






5