AMENDMENT NO. 1 TO INTERCARRIER MULTI-STANDARD ROAMING AGREEMENT BETWEEN RURAL CELLULAR CORPORATION AND CINGULAR WIRELESS LLC

AMENDMENT NO. 1 TO INTERCARRIER MULTI-STANDARD
ROAMING AGREEMENT
BETWEEN
RURAL CELLULAR CORPORATION
AND
CINGULAR WIRELESS LLC

This Amendment No. 1 to the INTERCARRIER MULTI-STANDARD ROAMING AGREEMENT (hereinafter the “Agreement”) is entered into by and between RURAL CELLULAR CORPORATION (“Rural”), on behalf of itself and its Affiliates and CINGULAR WIRELESS LLC (“Cingular”), on behalf of itself and its Affiliates.

WITNESSETH

WHEREAS, Rural and Cingular entered into the Agreement effective June 6, 2003; and

WHEREAS, Rural and Cingular desire to promote GSM technology generally and to increase the availability of roaming services; and

WHEREAS, Rural and Cingular desire to amend the Agreement as hereinafter set forth (“the Amendment”):

NOW, THEREFORE, in consideration of the premises and the covenants hereinafter contained, the parties hereto agree as follows:

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customers where GSM services may be available or for use by the Operations Council, unless a Party provides written consent to reliance for another use.

*TDMA rates will be effective as of January 16^th. GSM rates will be effective as of January 1^st.

** The first number listed applies to standard airtime and the second number to domestic toll per minutes of use (MOUs).

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a. Neither Party may, directly or indirectly, sell, assign, transfer, or convey its interest in this Agreement or any of its rights or obligations hereunder, including any assignment or transfer occurring by operation of law, without the written consent of both Parties, except that (i) either Party may assign or delegate its rights or obligations hereunder, except as set forth in subsection (b) below, to an Affiliate of such Party without consent of the other Party, but such assignment or delegation will not relieve the Party of any of its obligations hereunder and (ii) a Party may assign its rights and obligations hereunder to an assignee of its license or permit issued by the FCC, provided that such assignee expressly assumes, by written instrument, all obligations of such Party hereunder and thereby becomes a Party hereunder.

23. Partial Invalidity . Wherever possible, each provision hereof shall be interpreted in such manner as to be effective and valid under applicable law, but in case any one or more of the provisions contained herein shall, for any reason, be held to be invalid, illegal or unenforceable in any respect, such provision shall be ineffective to the extent, but only to the extent, of such invalidity, illegality or unenforceability without

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invalidating the remainder of such invalid, illegal or unenforceable provision or provisions or any other provisions hereof, unless such a construction would be unreasonable. If the Agreement or this Amendment or any portion thereof cannot be reasonably saved by rendering the contested provision(s) or portions thereof ineffective, the Parties shall use their commercially reasonable efforts to negotiate and to agree upon a cure to the problem if reasonably possible. If the Agreement and the Amendment conflict, the Amendment will control.

24. Ratification. All other terms and conditions of the Agreement in all other respects remain unmodified and in full force and effect.

IN WITNESS WHEREOF, Cingular and Rural have caused this Agreement to be executed in duplicate counterparts, each of which will be deemed to be an original instrument.

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EXHIBIT LIST

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EXHIBIT 1
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EXHIBIT 2
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EXHIBIT 3
ROAMING RATES AND TERMS

This Exhibit 3 is executed by and between Cingular Wireless LLC and its Affiliates (CINGULAR) and Rural Cellular Corp. and its Affiliates (RCC). The following ** have been agreed to by both parties and all other terms and conditions of the Intercarrier Multi-Standard Roaming Agreement dated June 6th, 2003 will remain in full effect unless otherwise noted.

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Concurred:

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EXHIBIT 4
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•     ^{* *}.

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EXHIBIT 5
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Exhibit 6 — Intersystem Handoffs

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EXHIBIT 7

INTERSYSTEM HANDOVER ATTACHMENT TO INTERCARRIER ROAMER AND LOCAL
WHOLESALE SERIVCE AGREEMENT

          This Inter-System Handover Attachment, including any appendices (the “Attachment”) is by and between Rural Cellular Corporation (“Rural”) having an office at ▇▇▇▇ ▇▇▇▇▇▇ ▇▇ ▇▇, ▇▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇, and Cingular Wireless LLC, on behalf of itself and its Affiliates (“Cingular”), having an office at Glenridge Highlands Two, ▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇ (hereafter collectively called “Cingular ”).

          WHEREAS, CARRIER and Cingular have entered into an MULTISTANDARD ROAMER SERVICE AGREEMENT as of June 6, 2003 (hereinafter “Roaming Agreement”) which sets forth the obligations of each carrier for handling roaming traffic of the other carrier; and

          WHEREAS, CARRIER and Cingular wish to establish a more detailed agreement regarding the handover of GSM traffic between their respective networks;

          NOW THEREFORE, CARRIER and Cingular agree as follows:

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     IN WITNESS WHEREOF, CARRIER and Cingular have caused this Attachment to be executed in duplicate counterparts, each of which will be deemed to be an original instrument.

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EXHIBIT 8
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EXHIBIT 9
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EXHIBIT 10
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EXHIBIT 11
**

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EXHIBIT 12
Cingular’s Schedule — International ▇▇▇▇ ▇▇▇▇▇▇▇

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EXHIBIT 12

Rural’s Schedule

     The toll (long distance) rate for International Calls is as follows and does not include taxes or airtime. Any exception toll rates that exist for the countries below will take precedence over the standard rate shown. All shown rates are in U.S Dollars and include both peak and off peak times:

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