Third Amendment to Credit Agreement

Exhibit 10.1

THIRD AMENDMENT

          THIRD AMENDMENT, dated as of April 13, 2007 (this “Amendment”), with respect to the Credit Agreement, dated as of March 25, 2004 (as amended by that certain First Amendment, dated as of October 18, 2005 and by that certain Second Amendment, dated as of May 22, 2006, and as may be further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Rural Cellular Corporation, a Minnesota corporation (the “Borrower”), the lenders from time to time parties thereto (the “Lenders”), Lehman Commercial Paper Inc., as administrative agent (in such capacity, the “Administrative Agent”), and Bank of America, N.A. as documentation agent.

WITNESSETH:

          WHEREAS, capitalized terms undefined herein shall have the meaning ascribed to them in the Credit Agreement;

          WHEREAS, pursuant to the Credit Agreement, the Lenders have agreed to make certain loans and other extensions of credit to the Borrower;

          WHEREAS, the Borrower wishes to be able to make one-time cash dividend payments on certain Existing Preferred Stock in accordance with Section 6.08 of the Credit Agreement and, in connection therewith, has requested that Section 6.08 of the Credit Agreement be amended in the manner provided for in this Amendment;

          WHEREAS, the Borrower has requested a reduction in the interest rates applicable to the Loans and, in connection therewith, has requested that the definition of “Applicable Margin” contained in the Credit Agreement be amended in the manner provided for in this Amendment;

          WHEREAS, the Borrower has requested the removal of certain financial covenants contained in the Credit Agreement and, in connection therewith, has requested that Section 6.12 of the Credit Agreement and the definition of “Pro Forma Compliance” contained in the Credit Agreement be amended in the manner provided for in this Amendment;

          NOW, THEREFORE, for valuable consideration, the receipt and sufficiency of which are hereby acknowledged, and in consideration of the premises contained herein, the parties hereto hereby agree as follows:

SECTION I AMENDMENT

     1.1. Amendments to Section 1.01. (a) The following defined terms are hereby inserted in appropriate alphabetical order:

     “Senior Secured First Lien Debt” shall mean all Indebtedness for Borrowed Money of the Borrower and the Subsidiaries Incurred under the Credit Agreement.

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     “2007 Permitted One-Time Cash Dividends” means (i) a one-time cash dividend payment on the 11 3/8% Senior Exchangeable Preferred Stock of the Borrower in an aggregate amount not to exceed $47 million in payment of previously accrued and current dividends (including any interest accrued on such dividends) thereon and (ii) a one-time cash dividend payment on the 12 1/4% Junior Exchangeable Preferred Stock of the Borrower in an aggregate amount not to exceed $42 million in payment of previously accrued and current dividends (including any interest accrued on such dividends) thereon, provided that, in each case, such payment is made on or before August 15, 2007 and that such payment is otherwise permitted to be made as a Restricted Payment pursuant to Section 6.08.

          (b) The following defined terms are hereby amended and restated in their entirety to read as follows:

     “Applicable Margin” means, for any day, with respect to any ABR Loan (but subject to Section 2.12(a) for any Swing Line Loan) or Eurodollar Loan, as the case may be, the applicable rate per annum set forth below under the caption “ABR Spread” or “Eurodollar Spread”, as the case may be, based upon the Applicable Ratio determined as set forth below:

		ABR				Eurodollar
Applicable Ratio		Spread				Spread
Category 1
Ratio is greater than 1.75 to 1.00			1.00	%			2.00	%
Category 2
Ratio is less than or equal to 1.75 to 1.00			0.75	%			1.75	%

     For purposes of the foregoing, (i) the Applicable Ratio shall be determined as of the end of each fiscal quarter of the Borrower’s fiscal year based upon the Borrower’s consolidated financial statements delivered pursuant to Section 5.01(a) or (b) and (ii) each change in the Applicable Margin resulting from a change in the Applicable Ratio shall be effective during the period commencing on and including the date that is three Business Days after the date of delivery to the Administrative Agent of such consolidated financial statements indicating such change and ending on the date immediately preceding the effective date of the next such change; provided that the Applicable Ratio shall be deemed to be (A) 1.75% in the case of the “ABR Spread” and 2.75% in the case of the “Eurodollar Spread”, at the option of the Administrative Agent or at the request of the Required Lenders, at any time that an Event of Default has occurred and is continuing and (B) in Category 1, at the option of the Administrative Agent or at the request of the Required Lenders, if the Borrower fails to deliver the consolidated financial statements required to be delivered by it pursuant to Section 5.01(a) or (b), during the period from the expiration of the time for delivery thereof until the tenth Business Day after such consolidated financial statements are delivered.

     “Pro Forma Compliance” means, on the Reference Date with respect to any Pro Forma Event, that the following ratio test has been met on such Reference Date on a pro

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forma basis after giving effect to such Pro Forma Event: the ratio of (x) Senior Secured First Lien Debt outstanding on such Reference Date (after giving pro forma effect to the Incurrence or discharge of all Indebtedness Incurred or discharged during the Related Measurement Period) to (y) Adjusted EBITDA for the Reference Period for such Pro Forma Event is not greater than 1.00 to 1.00; provided, that for purposes of any such computation, the Pro Forma Event giving rise to the need to make such computation (other than a Pro Forma Event consisting of a New Extension of Revolver Credit) will be assumed to have occurred (on a pro forma basis) on the first day of the Reference Period for such Pro Forma Event.

     1.2. Amendments to Section 6.08. Section 6.08 of the Credit Agreement is hereby amended by (i) deleting the word “and” appearing at the end of clause (viii) of such Section, (ii) replacing the period at the end of clause (ix) of such Section with “; and” and (iii) adding a new clause (x) at the end of such Section as follows:

                    “(x) if no Default or Event of Default has occurred and is continuing on the date such Restricted Payment is made (or, in the case of any dividend, on the date of declaration thereof so long as such dividend is paid within 60 days thereafter) or would result therefrom, the 2007 Permitted One-Time Cash Dividends.”

     1.3. Amendments to Section 6.12. Section 6.12 of the Credit Agreement is hereby amended and restated in its entirety to read as follows:

          “Financial Covenants. On any day when any Loan, or any interest accrued on any Loan, is outstanding or any Letter of Credit has been issued but has not been Fully Satisfied, the following covenant of this Section 6.12 will apply to the Borrower and the Subsidiaries with respect to the fiscal quarter most recently ended on or prior to such day (regardless of whether any Loans or Letters of Credit were outstanding as of such day): the Borrower will not permit the ratio as of the last day of any such quarter of (x) Senior Secured First Lien Debt outstanding on such day to (y) Adjusted EBITDA for the Reference Period ending on such day to exceed 1.00 to 1.00.”

SECTION II MISCELLANEOUS

     2.1. Conditions to Effectiveness of Amendment. This Amendment shall become effective as of the date first set forth above upon satisfaction of the following conditions:

     (a) the Administrative Agent shall have received (i) counterparts of this Amendment duly executed and delivered by the Borrower, the Guarantors and the Administrative Agent and (ii) in the case of the Lenders, either (x) counterparts of this Amendment that, when taken together, bear the signatures of all Lenders or (y) (A) counterparts of this Amendment that, when taken together, bear the signatures of the Required Lenders and all Lenders other than each Lender not consenting to and approving this Amendment and (B) evidence satisfactory to the Administrative Agent that (i) the Revolving Commitment of each Lender not consenting to and approving this Amendment shall either (x) terminate upon the effectiveness of this Amendment in accordance with Section 9.02(b) of the Credit Agreement or (y) be assigned to an assignee that shall assume such obligations (which assignee may be another Lender, if such Lender accepts

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such assignment) in accordance with Section 2.18(b) of the Credit Agreement and (ii) at the time this Amendment becomes effective, each Lender not consenting to and approving this Amendment receives payment in full of the principal of and interest accrued on each Loan made by it and all other amounts owing to it or accrued for its account under the Credit Agreement, in each case, pursuant to Section 2.18(b) or Section 9.02(b) of the Credit Agreement, as applicable; and

     (b) the Administrative Agent shall have received, for the account of each Lender consenting to this Amendment, an amendment fee equal to 0.075% of each such consenting Lender’s Revolving Commitment then in effect.

     2.2. Representations and Warranties. The Borrower represents and warrants to each Lender that as of the effective date of this Amendment: (a) this Amendment constitutes the legal, valid and binding obligation of the Borrower, enforceable in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium or other laws affecting creditors’ rights generally and subject to general principles of equity, regardless of whether considered in a proceeding in equity or at law; (b) no Default or Event of Default shall have occurred and be continuing as of the date hereof; and (c) the Guarantors signing this Amendment include each Person who is a Subsidiary of the Borrower as of the date hereof.

     2.3. Counterparts. This Amendment may be executed by one or more of the parties to this Amendment on any number of separate counterparts (including by facsimile transmission), and all of said counterparts taken together shall be deemed to constitute one and the same instrument.

     2.4. Continuing Effect; No Other Amendments. Except to the extent the Credit Agreement is expressly modified hereby, all of the terms and provisions of the Credit Agreement and the other Loan Documents are and shall remain in full force and effect. This Amendment shall constitute a Loan Document.

     2.5. Payment of Expenses. The Borrower agrees to pay and reimburse the Administrative Agent for all of its out-of-pocket costs and reasonable expenses incurred to date in connection with this Amendment and the other Loan Documents, including, without limitation, the reasonable fees and disbursements of legal counsel to the Administrative Agent.

     2.6. GOVERNING LAW. THIS AMENDMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES HEREUNDER SHALL BE GOVERNED BY, AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK.

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          IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly executed and delivered by their respective proper and duly authorized officers as of the day and year first above written.

     THE UNDERSIGNED GUARANTORS HEREBY CONSENT AND AGREE TO THE FOREGOING AMENDMENT AS OF THE DATE HEREOF.