Exhibit 4.1(c)
SECOND AMENDMENT
TO
RECAPITALIZATION AGREEMENT
This Second Amendment to Recapitalization Agreement (the "Amendment")
is made and entered into as of the 31st day of March 2000, by and between
Rural Cellular Corporation, a Minnesota corporation (including its
successors, assigns and affiliates "RCC") and Telephone and Data Systems,
Inc., a Delaware corporation, (including its successors, permitted assigns
and affiliates, "TDS").
R E C I T A L S:
A. RCC and TDS entered into that certain Recapitalization Agreement
dated the 31st day of October 1999, as amended by that certain First
Amendment to Recapitalization Agreement dated December 6, 1999
(collectively the "Agreement"); and
B. The Parties desire to further amend the Agreement for the purpose of
(i) establishing the number of shares of Class A Common Stock and
Class B Common Stock which shall constitute the Excess Shares to be
exchanged by TDS for Class T Preferred Stock, Series A and Series B
of RCC, as such securities are more fully described in the
Certificate of Designation of Voting Power thereof (herein "Class T
Preferred Stock") in consummating the FCC Recapitalization; (ii)
incorporating provisions which will ensure the parties continued
compliance with the Cross Ownership Rule, as required by the FCC in
approving the FCC Recapitalization as a remedy for the
Cross-Ownership Issues; and (iii) to provide registration rights to
TDS with respect to the shares of Class T Preferred Stock to be
issued to TDS in exchange for the Excess Shares; all on the terms
and conditions set forth in this Amendment.
AGREEMENT:
NOW, THEREFORE, in consideration of the foregoing premises, the mutual
covenants contained herein and for other good and valuable consideration, the
receipt and sufficiency of which are hereby acknowledged, the parties do hereby
agree as follows:
1. Defined Terms. Capitalized terms used, but not defined herein, shall
have the meaning ascribed thereto in the Agreement.
2. Shares Exchanged. Notwithstanding the provisions of the Agreement to
the contrary, the number of shares of Class A Common Stock and Class B Common
Stock to be exchanged by TDS in consummating the FCC Recapitalization shall be
43,000 shares of Class A Common Stock and 105,940 shares of the Class B Common
Stock, which shares shall be exchanged by the TDS affiliates as shown on Exhibit
A hereto.
3. Continued Compliance. In addition to the provisions of Article 5 of the
Agreement, in order to further ensure continued compliance of RCC and TDS with
respect to the Cross-Ownership Rule, if, following the FCC Closing: (i) TDS and
its affiliates own Excess Shares; and (ii) as a result thereof, RCC and TDS fail
to comply with the Cross Ownership Rule, then TDS agrees to exchange the Excess
Shares for shares of Class T Preferred Stock, Series A or Series B,
respectively, as necessary to bring RCC and TDS into compliance with the
Cross-Ownership Rule. The closing of such transaction shall occur in accordance
with the provisions of the Agreement, as the same relate to the Closing of the
FCC Recapitalization. RCC's obligation to effect an Exchange of the Excess
Shares in the manner contemplated by the Agreement shall apply only to the
issued and outstanding shares of Class A Common Stock and Class B Common Stock
owned by TDS as of the date hereof, as reflected on Exhibit A.
4. Certificate of Designation. TDS hereby acknowledges that the
Certificate of Designations attached hereto as Exhibit B constitutes the terms
and relative rights and preferences of the Class T Preferred Stock in accordance
with the provisions of the Agreement. RCC shall file the Certificate of
Designations with the Minnesota Secretary of State on or prior to the FCC
Closing Date.
5. Registration Rights. RCC hereby agrees to provide TDS with registration
rights with respect to the Class T Preferred Stock in accordance with the
provisions of the Registration Agreement for Class T Preferred Stock attached
hereto as Exhibit C.
6. Confirmation of Agreement. Except as modified by this Amendment, the
provisions of the Agreement are hereby ratified, confirmed and shall remain in
full force and effect.
7. Reimbursement. Without limiting any further obligations under Section
____ of the Recapitalization Agreement, RCC confirms that it will promptly
reimburse United States Cellular Corporation in the amount of $33,455.49 for
fees and disbursements of Sidley & Austin incurred in connection herewith
through February 29, 2000.
IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be
executed by duly authorized representatives as of the day, month and year first
above written.
RURAL CELLUAR CORPORATION TELEPHONE AND DATA SYSTEMS, INC.
By /s/ ▇▇▇ ▇. ▇▇▇▇▇▇▇ By /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
Its Sr. Vice President Its Chairman
Signature page to Second Amendment to Recapitalization Agreement relating
to Telephone & Data Systems, Inc.'s ownership interest in Rural
Cellular Corporation
dated March 31, 2000.
2
EXHIBIT A
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BEFORE EXCHANGE AFTER
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A B A B A B
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▇▇▇▇▇ 172,348 70,243 0 61,356 172,348 8,887
================================================================================
Mid State 74,746 31,177 0 22,292 74,746 8,885
================================================================================
MN Invco 339,705 31,177 43,000 22,292 296,705 8,885
------- ------- ------ ------- ------- ------
================================================================================
586,799 132,597 43,000 105,940 543,799 26,657
======= ======= ====== ======= ======= ======
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EXHIBIT B
CERTIFICATE OF DESIGNATION
CLASS T PREFERRED STOCK
[Included as Exhibit 4.1(e) to Report on Form 8-K dated April 1, 2000]
EXHIBIT C
REGISTRATION AGREEMENT FOR CLASS T PREFERRED STOCK
[Included as Exhibit 4.1(d) to Report on Form 8-K dated April 1, 2000]
