This is old but this is the same company that the SEC and Gerdeme had issues correct?
RCC Holdings INC
This Registration Rights Agreement (this “Agreement”) is dated as of March 25, 2004, by and among Rural Cellular Corporation, a Minnesota corporation (the "Company”), RCC Paging, Inc., RCC Atlantic, Inc., RCC Atlantic Long Distance, Inc., RCC Holdings, Inc., RCC Minnesota, Inc., RCC Network, Inc., TLA Spectrum, LLC, RGI Group, Inc., RCC Transport, Inc., BMCT Equipment Company, L.L.C., Ferry Equipment Company, L.L.C., Alexandria Indemnity Corporation (collectively, the “Guarantors”) and Lehman Brothers Inc., Banc of America Securities LLC and Lazard Frères & Co. LLC (each, an “Initial Purchaser” and, collectively, the “Initial Purchasers”), each of whom has agreed to purchase the $350,000,000 in aggregate principal amount of the Company’s 8¼% Senior Secured Notes due March 15, 2012 (the “2012 Notes”) and $160,000,000 in aggregate principal amount of the Company’s Senior Secured Floating Rate Notes due March 15, 2010 (the “2010 Notes,” and, together with the 2012 Notes, the "Notes”), which Notes are guaranteed by the Guarantors (the “Guarantees”), in each case, pursuant to the Purchase Agreement (as defined below). The Notes and the Guarantees are referred to together as the “Securities”. The 2010 Notes and the Guarantees thereof are referred to together as the “2010 Securities”, and the 2012 Notes and the Guarantees thereof are referred to together as the “2012 Securities”.
This Agreement is made pursuant to the Purchase Agreement, dated as of March 15, 2004, and amended as of March 25, 2004 (as amended, the “Purchase Agreement”), by and among the Company, the Guarantors 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, the Guarantors and U.S. 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.
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 (a) New 2012 Securities (whose issuance shall be registered pursuant to the Exchange Offer Registration Statement) for a like outstanding principal amount of 2012 Securities that are tendered by the Holders thereof, and (b) New 2010 Securities (whose issuance shall be registered pursuant to the Exchange Offer Registration Statement) for a like outstanding principal amount of 2010 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 New 2010 Securities (with respect to the 2010 Securities) and the New 2012 Securities (with respect to the 2012 Securities), each of 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.
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