<PAGE>




                                                                   EXHIBIT 10.35



                          DOBSON CELLULAR SYSTEMS, INC



       $250,000,000 of 8 3/8% FIRST PRIORITY SENIOR SECURED NOTES DUE 2011

   $250,000,000 of FIRST PRIORITY FLOATING RATE SENIOR SECURED NOTES DUE 2011

                                       and

      $325,000,000 of 9 7/8% SECOND PRIORITY SENIOR SECURED NOTES DUE 2012



                          REGISTRATION RIGHTS AGREEMENT



<PAGE>




                                                                November 8, 2004

Morgan Stanley & Co. Incorporated
Lehman Brothers Inc.
Bear, Stearns & Co. Inc.

c/o Morgan Stanley & Co. Incorporated
1585 Broadway
New York, New York  10036




Ladies and Gentlemen:

         Dobson Cellular Systems, Inc., an Oklahoma corporation (the "Company"),
proposes to issue and sell (the "Initial Placement") to Morgan Stanley Co.
Incorporated, Lehman Brothers Inc. and Bear, Stearns & Co. Inc. (the "Initial
Purchasers") upon terms set forth in a purchase agreement dated as of October
26, 2004 (the "Purchase Agreement") among the Company, Dobson Communications
Corporation, an Oklahoma corporation, the parent of the Company and a Guarantor
("Parent"), the Subsidiary Guarantors listed in Schedule II of the Purchase
Agreement, and the Initial Purchasers, (i) $250,000,000 of its First Priority
Floating Rate Senior Secured Notes due 2011 (the "Initial 2011 Floating Rate
Notes") and the guarantees thereof by the Guarantors (the "2011 Floating Rate
Guarantees"), (ii) $250,000,000 of its 8 3/8% First Priority Senior Secured
Notes due 2011 (the "Initial 2011 Fixed Rate Notes") and the guarantees thereof
by the Guarantors (the "2011 Fixed Rate Guarantees") and (iii) $325,000,000 of
its 9 7/8% Second Priority Senior Secured Notes due 2012 (the "Initial 2012
Notes" and together with the Initial 2011 Floating Rate Notes and the Initial
2011 Fixed Rate Notes, the "Initial Notes") and the guarantees thereof by the
Guarantors (the "2012 Guarantees" and together with the 2011 Floating Rate
Guarantees and the 2011 Fixed Rate Guarantees, the "Guarantees"). As an
inducement to you to enter into the Purchase Agreement and purchase the Initial
Notes and in satisfaction of a condition to your obligations under the Purchase
Agreement, the Company and the Guarantors agree with you for the benefit of the
holders from time to time of the Initial Notes (including the Initial
Purchasers) (each of the foregoing a "Holder" and together the "Holders"), as
follows:

         1. DEFINITIONS. Capitalized terms used herein without definition shall
have their respective meanings set forth in the Purchase Agreement. As used in
this Agreement, the following capitalized defined terms shall have the following
meanings:

                  "2011 Fixed Rate Guarantees" has the meaning set forth in the
         preamble hereto.

                  "2011 Floating Rate Guarantees" has the meaning set forth in
         the preamble hereto.

                  "2011 Indenture" means the indenture, dated as of November 8,
         2004, among the Company, the Guarantors and the Bank of Oklahoma as
         trustee, pursuant to which the


                                      -1-
<PAGE>


         2011 Notes are to be issued, as such 2011 Indenture is amended or
         supplemented from time to time in accordance with the terms thereof.

                  "2011 Trustee" means the Bank of Oklahoma and any successors
         thereto.

                  "2012 Guarantees" has the meaning set forth in the preamble
         hereto.

                  "2012 Indenture" means the indenture, dated as of November 8,
         2004, among the Company, the Guarantors and the Bank of New York
         Midwest Trust Company as trustee, pursuant to which the 2012 Notes are
         to be issued, as such 2012 Indenture is amended or supplemented from
         time to time in accordance with the terms thereof.

                  "2012 Trustee" means the Bank of New York Midwest Trust
         Company and any successor thereto.

                  "Affiliate" of any specified person means any other person
         that, directly or indirectly, is in control of, is controlled by, or is
         under common control with, such specified person. For purposes of this
         definition, control of a person means the power, direct or indirect, to
         direct or cause the direction of the management and policies of such
         person whether by contract or otherwise; and the terms "controlling"
         and "controlled" have meanings correlative to the foregoing.

                  "Closing Date" has the meaning set forth in the Purchase
Agreement.

                  "Commission" means the Securities and Exchange Commission.

                  "Company" has the meaning set forth in the preamble hereto.

                  "Damages Payment Date" means, with respect to the Initial
         Securities, each date on which interest is paid in accordance with the
         applicable Indenture.

                  "Effectiveness Target Date" has the meaning set forth in
         Section 2(a) hereof with respect to the Exchange Offer Registration
         Statement and in Section 3(a) hereof with respect to a Shelf
         Registration Statement.

                  "Exchange Act" means the Securities Exchange Act of 1934, as
         amended, and the rules and regulations of the Commission promulgated
         thereunder.

                  "Exchange Offer" means the registration by the Company and the
         Guarantors under the Securities Act of the Exchange Securities pursuant
         to a Registration Statement pursuant to which the Company and the
         Guarantors offer the Holders of all outstanding Initial Securities that
         make the representations set forth in Section 2(h) hereof if requested
         by the Company, the opportunity to exchange all such outstanding
         Initial Securities held by such Holder for Exchange Securities in an
         aggregate principal amount equal to the aggregate principal amount of
         Initial Securities tendered in such exchange offer by such Holders.



                                      -2-
<PAGE>


                  "Exchange Offer Registration Period" means the longer of (A)
         the period until the consummation of the Exchange Offer and (B) one
         year after effectiveness of the Exchange Offer Registration Statement,
         exclusive of any period during which any stop order shall be in effect
         suspending the effectiveness of the Exchange Offer Registration
         Statement; provided, however, that in the event that all resales of
         Exchange Securities (including, subject to the time periods set forth
         herein, any resales by Exchanging Dealers) covered by such Exchange
         Offer Registration Statement have been made, the Exchange Offer
         Registration Statement need not remain continuously effective for the
         period set forth in clause (B) above.

                  "Exchange Offer Registration Statement" means a Registration
         Statement of the Company on an appropriate form under the Securities
         Act with respect to the Exchange Offer, all amendments and supplements
         to such Registration Statement, including post-effective amendments, in
         each case including the Prospectus contained therein, all exhibits
         thereto and all material incorporated by reference therein.

                  "Exchange Securities" means (i) the First Priority Floating
         Rate Senior Secured Notes due 2011 of the same series under the 2011
         Indenture as the Initial 2011 Floating Rate Notes and the 2011 Floating
         Rate Guarantee attached hereto, (ii) the 8 3/8% First Priority Senior
         Secured Notes due 2011 of the same series under the 2011 Indenture as
         the Initial 2011 Fixed Rate Notes and the 2011 Fixed Rate Guarantee
         attached hereto, and (iii) the 9 7/8% Second Priority Senior Secured
         Notes due 2012 of the same series under the 2012 Indenture as the
         Initial 2012 Notes and the 2012 Guarantee attached hereto, to be issued
         in exchange for Initial Securities pursuant to this Agreement.

                  "Exchanging Dealer" means any Holder (which may include the
         Initial Purchasers) that is a broker-dealer, electing to exchange
         Initial Securities acquired for its own account as a result of
         market-making activities or other trading activities for Exchange
         Securities.

                  "Guarantors" means Parent and the Subsidiary Guarantors.

                  "Holder" has the meaning set forth in the preamble hereto.

                  "Indentures" means the 2011 Indenture and the 2012 Indenture.

                  "Initial 2011 Fixed Rate Notes" has the meaning set forth in
         the preamble hereto.

                  "Initial 2011 Floating Rate Notes" has the meaning set forth
         in the preamble hereto.

                  "Initial 2012 Fixed Rate Notes" has the meaning set forth in
         the preamble hereto.

                  "Initial Placement" has the meaning set forth in the preamble
         hereto.

                  "Initial Purchasers" has the meaning set forth in the preamble
         hereto.



                                      -3-
<PAGE>


                  "Initial Securities" means the Initial Notes, and the
         guarantees by the Guarantors attached to each Initial Note, of the same
         series under the applicable Indenture as the Exchange Securities, for
         so long as such securities constitute Transfer Restricted Securities.

                  "Losses" has the meaning set forth in Section 6(d) hereto.

                  "Majority Holders" means the Holders of a majority of the
         aggregate principal amount of Securities registered under a
         Registration Statement considered as one class.

                  "Managing Underwriters" means the investment banker or
         investment bankers and manager or managers that shall administer an
         underwritten offering under a Shelf Registration Statement.

                  "Offering Memorandum" has the meaning set forth in the
         Purchase Agreement.

                  "Prospectus" means the prospectus included in any Registration
         Statement (including, without limitation, a prospectus that discloses
         information previously omitted from a prospectus filed as part of an
         effective registration statement in reliance upon Rule 430A under the
         Securities Act), as amended or supplemented by any prospectus
         supplement, with respect to the terms of the offering of any portion of
         the Securities covered by such Registration Statement, and all
         amendments and supplements to the Prospectus, including post-effective
         amendments.

                  "Purchase Agreement" has the meaning set forth in the preamble
         hereto.

                  "Registration Default" has the meaning set forth in Section
         5(b) hereof.

                  "Registration Statement" means any Exchange Offer Registration
         Statement or Shelf Registration Statement pursuant to the provisions of
         this Agreement, amendments and supplements to such registration
         statement, including post-effective amendments, in each case including
         the Prospectus contained therein, all exhibits thereto, and all
         material incorporated by reference therein.

                  "Securities" means the Initial Securities and the Exchange
         Securities.

                  "Securities Act" means the Securities Act of 1933, as amended,
         and the rules and regulations of the Commission promulgated thereunder.

                  "Shelf Registration" means a registration effected pursuant to
         Section 3 hereof.

                  "Shelf Registration Period" has the meaning set forth in
         Section 3(b) hereof.

                  "Shelf Registration Statement" means a "shelf" registration
         statement of the Company pursuant to the provisions of Section 3
         hereof, which covers some or all of the Initial Securities or Exchange
         Securities, as applicable, on an appropriate form under Rule 415 under
         the Securities Act, or any similar rule that may be adopted by the
         Commission, amendments and supplements to such registration statement,
         including



                                      -4-
<PAGE>


         post-effective amendments, in each case including the Prospectus
         contained therein, all exhibits thereto and all material incorporated
         by reference therein.

                  "Transfer Restricted Securities" means each Initial Security
         until the earliest to occur of (i) the date on which such Initial
         Security has been exchanged by a Person other than a broker-dealer for
         an Exchange Security in the Exchange Offer; (ii) following the exchange
         by a broker-dealer in the Exchange Offer of an Initial Security for an
         Exchange Security, the date on which such Exchange Security is sold to
         a purchaser who receives from such broker-dealer on or prior to the
         date of such sale a copy of the Prospectus contained in the Exchange
         Offer Registration Statement; (iii) the date on which such Initial
         Security has been effectively registered under the Securities Act and
         disposed of in accordance with the Shelf Registration Statement; or
         (iv) the date on which such Initial Security is distributed to the
         public pursuant to Rule 144 under the Securities Act.

                  "Trust Indenture Act" means the Trust Indenture Act of 1939,
         as amended.

                  "Trustees" means the 2011 Trustee and the 2012 Trustee.

                  "Underwriter" means any underwriter of Transfer Restricted
         Securities in connection with an offering thereof under a Shelf
         Registration Statement.

                  "Underwritten Registration" or "Underwritten Offering" means a
         registration in which the Securities of the Company are sold to an
         underwriter for reoffering to the public.

         2. EXCHANGE OFFER; RESALES OF EXCHANGE SECURITIES BY EXCHANGING
DEALERS; PRIVATE EXCHANGE.

         (a) The Company and the Guarantors shall prepare and file with the
Commission the Exchange Offer Registration Statement with respect to the
Exchange Offer and shall use their commercially reasonable efforts (i) to cause
the Exchange Offer Registration Statement to be declared effective under the
Securities Act on or prior to the 210th calendar day after the Closing Date (as
such date relates to the Exchange Offer Registration Statement, the
"Effectiveness Target Date") and remain effective until the closing of the
Exchange Offer and (ii) unless the Exchange Offer would not be permitted by
applicable law or Commission policy, to consummate the Exchange Offer no later
than the 240th calendar day after the Closing Date, unless a longer time is
required by the federal securities laws.

         (b) Unless the Exchange Offer would not be permitted by applicable law
or Commission policy, upon the effectiveness of the Exchange Offer Registration
Statement, the Company and the Guarantors shall promptly commence the Exchange
Offer, it being the objective of such Exchange Offer to enable each Holder
electing to exchange Initial Securities for Exchange Securities (assuming that
such Holder (x) is not an "affiliate" of the Company within the meaning of the
Securities Act, (y) is not a broker-dealer that acquired the Initial Securities
in a transaction other than as a part of its market-making or other trading
activities and (z) if such Holder is not a broker-dealer, acquires the Exchange
Securities in the ordinary course of such Holder's business, is not
participating in the distribution of the Exchange Securities and has no
arrangements or understandings with any person to participate in the
distribution of the



                                      -5-
<PAGE>


Exchange Securities) to resell such Exchange Securities from and after their
receipt without any limitations or restrictions under the Securities Act and
without material restrictions under the securities laws of a substantial
proportion of the several states of the United States.

         (c) In connection with the Exchange Offer, the Company shall:

         (i) mail to each Holder a copy of the Prospectus forming part of the
Exchange Offer Registration Statement, together with an appropriate letter of
transmittal and related documents, stating, in addition to such other
disclosures as are required by applicable law:

                  (A) that the Exchange Offer is being made pursuant to this
         Agreement and that all Initial Securities validly tendered will be
         accepted for exchange;

                  (B) the dates of acceptance for exchange;

                  (C) that any Initial Securities not tendered will remain
         outstanding and continue to accrue interest;

                  (D) that Holders electing to have Initial Securities exchanged
         pursuant to the Exchange Offer will be required to surrender such
         Initial Securities, together with the enclosed letters of transmittal,
         to the institution and at the address specified in the notice prior to
         the close of business on the last day of acceptance for exchange; and

                  (E) that Holders will be entitled to withdraw their election,
         not later than the close of business on the last day of acceptance for
         exchange, in accordance with the procedures specified therein; and

         (ii) keep the Exchange Offer open for acceptance for not less than 30
calendar days (or longer if required by applicable law) after the date notice
thereof is mailed to the Holders; utilize the services of a depositary for the
Exchange Offer with an address in the Borough of Manhattan, The City of New
York; and comply in all respects with all applicable laws relating to the
Exchange Offer.

         (d) As soon as practicable after the close of the Exchange Offer, the
Company and the Guarantors shall:

                  (i) accept for exchange all Initial Securities duly tendered
         and not validly withdrawn pursuant to the Exchange Offer;

                  (ii) deliver to the applicable Trustee for cancellation all
         Initial Securities so accepted for exchange; and

                  (iii) cause the applicable Trustee promptly to authenticate
         and deliver to each Holder Exchange Securities equal in principal
         amount to the Initial Securities of such Holder so accepted for
         exchange.

         (e) The Initial Purchasers, the Company and the Guarantors acknowledge
that, pursuant to interpretations by the staff of the Commission of Section 5 of
the Securities Act,




                                      -6-
<PAGE>


and in the absence of an applicable exemption therefrom, each Exchanging Dealer
is required to deliver a Prospectus in connection with a sale of any Exchange
Securities received by such Exchanging Dealer pursuant to the Exchange Offer in
exchange for Initial Securities acquired for its own account as a result of
market-making activities or other trading activities. Accordingly, the Company
and the Guarantors shall:

                  (i) include the information set forth in Annex A hereto on the
         cover of the Exchange Offer Registration Statement, in Annex B hereto
         in the forepart of the Exchange Offer Registration Statement in a
         section setting forth details of the Exchange Offer, in Annex C hereto
         in the underwriting or plan of distribution section of the Prospectus
         forming a part of the Exchange Offer Registration Statement, and in
         Annex D hereto in the letter of transmittal delivered pursuant to the
         Exchange Offer; and

                  (ii) use their reasonable best efforts to keep the Exchange
         Offer Registration Statement continuously effective under the
         Securities Act during the Exchange Offer Registration Period for
         delivery of the prospectus included therein by Exchanging Dealers in
         connection with sales of Exchange Securities received pursuant to the
         Exchange Offer, as contemplated by Section 4(h) below; provided,
         however, that the Company and the Guarantors shall not be required to
         maintain the effectiveness of the Exchange Offer Registration Statement
         for more than 30 days following the consummation of the Exchange Offer
         unless the Company has been notified in writing on or prior to the 30th
         day following the consummation of the Exchange Offer by one or more
         Exchanging Dealers that such Holder has received Exchange Securities as
         to which it will be required to deliver a prospectus upon resale.

         (f) In the event that an Initial Purchaser determines that it is not
eligible to participate in the Exchange Offer with respect to the exchange of
Initial Securities constituting any portion of an unsold allotment, upon the
effectiveness of the Shelf Registration Statement as contemplated by Section 3
hereof and at the request of the Initial Purchasers, the Company and the
Guarantors shall issue and deliver to the Initial Purchasers, or to the party
purchasing Initial Securities registered under the Shelf Registration Statement
from the Initial Purchasers, in exchange for such Initial Securities, a like
principal amount of Exchange Securities to the extent permitted by law. The
Company and the Guarantors shall use their reasonable best efforts to cause the
CUSIP Service Bureau to issue the same CUSIP number for such Exchange Securities
as for Exchange Securities issued pursuant to the Exchange Offer.

         (g) The Company and the Guarantors shall use their reasonable best
efforts to complete the Exchange Offer as provided above and shall comply with
the applicable requirements of the Securities Act, the Exchange Act and other
applicable laws and regulations in connection with the Exchange Offer. The
Exchange Offer shall not be subject to any conditions, other than that (i) the
Exchange Offer does not violate applicable law or any applicable interpretation
of the staff of the Commission, (ii) no action or proceeding shall have been
instituted or threatened in any court or by any governmental agency which might
materially impair the ability of the Company or the Guarantors to proceed with
the Exchange Offer, and no material adverse development shall have occurred in
any existing action or proceeding with respect to the Company or the Guarantors
and (iii) all governmental approvals shall have been obtained, which approvals
the Company and the Guarantors deem necessary or advisable for the



                                      -7-
<PAGE>



consummation of the Exchange Offer. The Company shall inform the Initial
Purchasers, upon their request, of the names and addresses of the Holders to
whom the Exchange Offer is made, and the Initial Purchasers shall have the
right, subject to applicable law, to contact such Holders and otherwise
facilitate the tender of Initial Securities in the Exchange Offer.

         (h) As a condition to its participation in the Exchange Offer pursuant
to the terms of this Agreement, each Holder of Initial Securities shall furnish,
upon the request of the Company, prior to the consummation thereof, a written
representation to the Company (which may be contained in the letter of
transmittal contemplated by the Exchange Offer Registration Statement) to the
effect that (A) it is not an affiliate of the Company, (B) it is not engaged in,
and does not intend to engage in, and has no arrangement or understanding with
any person to participate in, a distribution of the Exchange Securities to be
issued in the Exchange Offer and (C) it is acquiring the Exchange Securities in
its ordinary course of business, and (D) if such Holder is an Exchanging Dealer,
that it will deliver a Prospectus in connection with any resale of such Exchange
Security. In addition, all such Holders of Initial Securities shall otherwise
cooperate in the Company's and the Guarantors' preparations for the Exchange
Offer. Each Holder hereby acknowledges and agrees that any broker-dealer and any
such Holder using the Exchange Offer to participate in a distribution of the
securities to be acquired in the Exchange Offer (1) could not under Commission
policy as in effect on the date of this Agreement rely on the position of the
Commission enunciated in Morgan Stanley and Co., Inc. (available June 5, 1991)
and Exxon Capital Holdings Corporation (available May 13, 1988), as interpreted
in the Commission's letter to Shearman & Sterling dated July 2, 1993, and
similar no-action letters, and (2) must comply with the registration and
prospectus delivery requirements of the Securities Act in connection with a
secondary resale transaction and that such a secondary resale transaction should
be covered by an effective registration statement containing the selling
security holder information required by Item 507 or 508, as applicable, of
Regulation S-K if the resales are of Exchange Securities obtained by such Holder
in exchange for Initial Securities acquired by such Holder directly from the
Company.

         3. SHELF REGISTRATION. If (i) because of any change in law or
applicable interpretations thereof by the Commission's staff, either the Company
or the Guarantors determine upon advice of their outside counsel that it is not
permitted to effect the Exchange Offer as contemplated by Section 2 hereof, or
(ii) the Company and the Guarantors are not required to file the Exchange Offer
Registration Statement for any reason other than those specified in clause (i)
above, or (iii) for any reason, the Exchange Offer is not consummated within 240
calendar days after the Closing Date, or (iv) with respect to any Holder of
Transfer Restricted Securities, such Holder notifies the Company in writing
following effectiveness of the Exchange Offer Registration Statement and on or
prior to the 20th day following consummation of the Exchange Offer that (A) it
is prohibited by applicable law or Commission policy from participating in the
Exchange Offer, or (B) it may not resell the Exchange Securities acquired by it
in the Exchange Offer to the public without delivering a prospectus and that the
Prospectus contained in the Exchange Offer Registration Statement is not
appropriate or available for such resales by such Holder, or (C) it is an
Exchanging Dealer and holds Initial Securities acquired directly from the
Company or one of its affiliates (it being understood that, for purposes of this
Section 3, (x) the requirement that the Initial Purchasers deliver a Prospectus
containing the information required by Items 507 and/or 508 of Regulation S-K
under the Securities Act in connection with sales of Exchange Securities
acquired in exchange for such Securities shall



                                      -8-
<PAGE>



result in such Exchange Securities being not "freely tradeable" and (y) the
requirement that an Exchanging Dealer deliver a Prospectus in connection with
sales of Exchange Securities acquired in the Exchange Offer in exchange for
Initial Securities acquired as a result of market-making activities or other
trading activities shall not result in such Exchange Securities being not
"freely tradeable"), the following provisions shall apply (the date on which any
event specified in clauses (i) through (iv) above occurs, the "Shelf Filing
Deadline"):

         (a) The Company and the Guarantors shall use commercially reasonable
efforts to, on or prior to the 90th day after the Shelf Filing Deadline, file
with the Commission and have declared effective a Shelf Registration Statement
(as such date relates to the Shelf Registration Statement, the "Effectiveness
Target Date") relating to the offer and sale of the Initial Securities or the
Exchange Securities, as applicable, by the Holders from time to time in
accordance with the methods of distribution elected by such Holders and set
forth in such Shelf Registration Statement and Rule 415 under the Securities
Act, provided that, with respect to Exchange Securities received by the Initial
Purchasers in exchange for Initial Securities constituting any portion of an
unsold allotment, the Company and the Guarantors may, if permitted by current
interpretations by the Commission's staff, file a post-effective amendment to
the Exchange Offer Registration Statement containing the information required by
Regulation S-K Items 507 and/or 508, as applicable, in satisfaction of their
obligations under this paragraph (a) with respect thereto, and any such Exchange
Offer Registration Statement, as so amended, shall be referred to herein as, and
governed by the provisions herein applicable to, a Shelf Registration Statement.
The Company and the Guarantors shall not be required to file, cause to be
declared effective or maintain the effectiveness of any Shelf Registration
Statement required pursuant to clauses (ii) or (iii) above following
consummation of the Exchange Offer.

         (b) Subject to the next sentence, the Company and the Guarantors shall
use their reasonable best efforts to keep such Shelf Registration Statement
continuously effective in order to permit the Prospectus contained therein to be
usable by Holders for a period of two years from the date the Shelf Registration
Statement is declared effective by the Commission or such shorter period that
will terminate when all the Initial Securities or Exchange Securities, as
applicable, covered by the Shelf Registration Statement have been sold pursuant
to the Shelf Registration Statement or are no longer Transfer Restricted
Securities (in any such case, such period being called the "Shelf Registration
Period"). Notwithstanding the foregoing, the Company and the Guarantors may
suspend the use of the Prospectus that forms a part of the Shelf Registration
Statement for a period not to exceed 30 days in any six-month period or an
aggregate of 60 days in any twelve-month period for valid business reasons (as
determined by the Parent in good faith and not including avoidance of its
obligations hereunder), including to avoid premature public disclosure of a
pending material corporate transaction or development; provided, that (i) the
Company and the Guarantors promptly thereafter comply with the requirements of
Section 4(m) hereof, if applicable; and (ii) the period during which the Shelf
Registration Statement is required to be effective and usable shall be extended
by the number of days during which such Shelf Registration Statement was not
effective or usable pursuant to the foregoing provisions.

         4. REGISTRATION PROCEDURES. In connection with any Shelf Registration
Statement and, to the extent applicable, any Exchange Offer Registration
Statement, the following provisions shall apply:




                                      -9-
<PAGE>



         (a) The Company and the Guarantors shall, within five business days
prior to the filing with the Commission of any Registration Statement, any
Prospectus, any amendment to a Registration Statement or amendment or supplement
to a Prospectus, provide copies of such document to the Initial Purchasers and
their counsel (and, in the case of a Shelf Registration Statement, the Holders
and their counsel, upon their request) and make such representatives of the
Company and the Guarantors as shall be reasonably requested by the Initial
Purchasers or their counsel (and, in the case of a Shelf Registration Statement,
the Majority Holders or their counsel) available for discussion of such
document, and shall not at any time file or make any amendment to the
Registration Statement, any Prospectus or any amendment of or supplement to a
Registration Statement or a Prospectus of which the Initial Purchasers and their
counsel (and, in the case of a Shelf Registration Statement, the Holders and
their counsel) shall not have previously been advised and furnished a copy or to
which the Initial Purchasers or their counsel (and, in the case of a Shelf
Registration Statement, the Majority Holders or their counsel) shall reasonably
object, except for any amendment or supplement or document (a copy of which has
been previously furnished to the Initial Purchasers and their counsel (and, in
the case of a Shelf Registration Statement, the Majority Holders and their
counsel, upon their request)) which counsel to the Company shall advise the
Company is required in order to comply with applicable law; the Initial
Purchasers agree that, if it receives timely notice and drafts under this clause
(a), it will not take actions or make objections pursuant to this clause (a)
such that the Company and the Guarantors are unable to comply with their
obligations under this Agreement.

         (b) The Company and the Guarantors shall ensure that:

                  (i) any Registration Statement and any amendment thereto and
         any Prospectus contained therein and any amendment or supplement
         thereto complies in all material respects with the Securities Act and
         the rules and regulations thereunder;

                  (ii) any Registration Statement and any amendment thereto does
         not, when it becomes effective, contain an untrue statement of a
         material fact or omit to state a material fact required to be stated
         therein or necessary to make the statements therein not misleading; and

                  (iii) any Prospectus forming part of any Registration
         Statement, including any amendment or supplement to such Prospectus,
         does not include an untrue statement of a material fact or omit to
         state a material fact necessary in order to make the statements
         therein, in light of the circumstances under which they were made, not
         misleading.

         (c) (1) The Company and the Guarantors shall advise the Initial
Purchasers and, in the case of a Shelf Registration Statement, the Holders of
Securities covered thereby, and, if requested by the Initial Purchasers or any
such Holder, confirm such advice in writing:

                  (i) when a Registration Statement and any amendment thereto
         has been filed with the Commission and when the Registration Statement
         or any post-effective amendment thereto has become effective; and



                                      -10-
<PAGE>


                  (ii) of any request by the Commission for amendments or
         supplements to the Registration Statement or the Prospectus included
         therein or for additional information.

                           (2) During the Shelf Registration Period or the
         Exchange Offer Registration Period, as applicable, the Company and the
         Guarantors shall advise the Initial Purchasers and, in the case of a
         Shelf Registration Statement, the Holders of Securities covered
         thereby, and, in the case of an Exchange Offer Registration Statement,
         any Exchanging Dealer that has provided in writing to the Company a
         telephone or facsimile number and address for notices, and, if
         requested by the Initial Purchasers or any such Holder or Exchanging
         Dealer, confirm such advice in writing:

                  (i) of the issuance by the Commission of any stop order
         suspending the effectiveness of the Registration Statement or the
         initiation of any proceedings for that purpose;

                  (ii) of the receipt by the Company or the Guarantors of any
         notification with respect to the suspension of the qualification of the
         Initial Securities or Exchange Securities included therein for sale in
         any jurisdiction or the initiation or threatening of any proceeding for
         such purpose;

                  (iii) of the happening of any event that requires the making
         of any changes in the Registration Statement or the Prospectus so that,
         as of such date, the Registration Statement or the Prospectus does not
         include an untrue statement of a material fact or omit to state a
         material fact necessary to make the statements therein (in the case of
         the Prospectus, in light of the circumstances under which they were
         made) not misleading (which advice shall be accompanied by an
         instruction to suspend the use of the Prospectus until the requisite
         changes have been made); and

                  (iv) of the determination by the Company or a Guarantor to
         suspend the availability of a Shelf Registration Statement or the use
         of the prospectus for resales of Securities in accordance with Section
         3(b).

         (d) The Company and the Guarantors shall use their reasonable best
efforts to obtain the withdrawal of any order suspending the effectiveness of
any Registration Statement at the earliest possible time.

         (e) The Company shall furnish to each Holder of Securities covered by
any Shelf Registration Statement that so requests, without charge, at least one
copy of such Shelf Registration Statement and any post-effective amendment
thereto, including financial statements and schedules, and, if the Holder so
requests in writing, all exhibits thereto.

         (f) The Company shall, during the Shelf Registration Period, deliver to
each Holder of Securities covered by any Shelf Registration Statement, without
charge, as many copies of the Prospectus (including each preliminary Prospectus)
included in such Shelf Registration Statement and any amendment or supplement
thereto as such Holder may reasonably request; and, subject to the terms of this
Agreement, each of the Company and the Guarantors consents to the use of the
Prospectus or any amendment or supplement thereto by




                                      -11-
<PAGE>

each of the selling Holders of Securities in connection with the offering and
sale of the Securities covered by the Prospectus or any amendment or supplement
thereto.

         (g) The Company shall furnish to each Exchanging Dealer that so
requests, without charge, at least one copy of the Exchange Offer Registration
Statement and any post-effective amendment thereto, including financial
statements and schedules, any documents incorporated by reference therein and,
if the Exchanging Dealer so requests in writing, all exhibits thereto.

         (h) The Company shall, during the Exchange Offer Registration Period,
promptly deliver to each Exchanging Dealer, without charge, as many copies of
the Prospectus included in such Exchange Offer Registration Statement and any
amendment or supplement thereto as such Exchanging Dealer may reasonably request
for delivery by such Exchanging Dealer in connection with a sale of Exchange
Securities received by it pursuant to the Exchange Offer; and, subject to the
terms of this Agreement, each of the Company and the Guarantors consents to the
use of the Prospectus or any amendment or supplement thereto by any such
Exchanging Dealer, as provided in Section 2(e) above.

         (i) Each Holder of Securities and each Exchanging Dealer agrees by its
acquisition of such Initial Securities or Exchange Securities to be sold by such
Exchanging Dealer, as the case may be, that, upon actual receipt of any notice
from the Company or the Guarantors of the happening of any event of the kind
described in paragraph (c)(2)(i), (c)(2)(ii), (c)(2)(iii), or (c)(2)(iv) of this
Section 4, such Holder will forthwith discontinue disposition of such Securities
covered by such Registration Statement or Prospectus or Exchange Securities to
be sold by such Holder or Exchanging Dealer, as the case may be, until such
Holder's or Exchanging Dealer's receipt of the copies of the supplemented or
amended Prospectus contemplated by Section 4(m) hereof, or until it is advised
in writing by the Company that the use of the applicable Prospectus may be
resumed, and has received copies of any amendments or supplements thereto. In
the case of the Exchange Offer Registration Statement, in the event that the
Company or the Guarantors shall give any such notice, the Exchange Offer
Registration Period shall be extended by the number of days during such periods
from and including the date of the giving of such notice to and including the
date when each seller of the Exchange Securities covered by such Registration
Statement or the Exchange Securities to be sold by such Exchanging Dealer, as
the case may be, shall have received (x) the copies of the supplemented or
amended Prospectus contemplated by Section 4(m) hereof or (y) the advice in
writing.

         (j) Prior to the Exchange Offer or any other offering of Initial
Securities or Exchange Securities pursuant to any Registration Statement, the
Company and the Guarantors shall register or qualify or cooperate with the
Holders of Securities included therein and their respective counsel in
connection with the registration or qualification of such Initial Securities or
Exchange Securities for offer and sale under the securities or blue sky laws of
such states as any such Holders reasonably request in writing and do any and all
other acts or things necessary or advisable to enable the offer and sale in such
states of the Securities covered by such Registration Statement; provided,
however, that none of the Company or the Guarantors will be required to qualify
as a foreign corporation or as a dealer in securities in any jurisdiction in
which it is not then so qualified, to file any general consent to service of
process or to take any action that would subject it to general service of
process in any such jurisdiction where it is not



                                      -12-
<PAGE>


then so subject or to subject itself to taxation in respect of doing business in
any jurisdiction in which it is not otherwise so subject.

         (k) The Company and the Guarantors shall issue, upon the request of any
Holder of Initial Securities covered by the Shelf Registration Statement,
Exchange Securities, having an aggregate principal amount equal to the aggregate
principal amount of Initial Securities surrendered to the Company by such Holder
in exchange therefor or being sold by such Holder; such Exchange Securities to
be registered in the name of such Holder or in the name of the purchaser(s) of
such Exchange Securities, as the case may be; in return, the Initial Securities
held by such Holder shall be surrendered to the Company for cancellation.

         (l) The Company and the Guarantors shall cooperate with the Holders to
facilitate the timely preparation and delivery of certificates representing
Initial Securities or Exchange Securities to be sold pursuant to any
Registration Statement free of any restrictive legends and in denominations of
$1,000 or an integral multiple thereof and registered in such names as Holders
may request prior to sales of Initial Securities or Exchange Securities pursuant
to such Registration Statement.

         (m) Upon the occurrence of any event contemplated by paragraph
(c)(2)(iii) of this Section 4, the Company and the Guarantors shall promptly
prepare and file a post-effective amendment to any Registration Statement or an
amendment or supplement to the related Prospectus or any other required document
so that, as thereafter delivered to purchasers of the Initial Securities or
Exchange Securities included therein, the Prospectus will not include an untrue
statement of a material fact or omit to state any material fact necessary to
make the statements therein, in light of the circumstances under which they were
made, not misleading and, in the case of a Shelf Registration Statement, notify
the Holders to suspend use of the Prospectus as promptly as practicable after
the occurrence of such an event. Notwithstanding the foregoing, the Company and
the Guarantors shall not be required to amend or supplement a Shelf Registration
Statement, any related Prospectus or any document incorporated therein by
reference, during the periods specified in Section 3(b) hereof.

         (n) Not later than the effective date of any such Registration
Statement hereunder, the Company shall provide a CUSIP number for the Initial
Securities or Exchange Securities, as the case may be, registered under such
Registration Statement, and provide the Trustees with certificates for such
Initial Securities or Exchange Securities, in a form eligible for deposit with
The Depository Trust Company.

         (o) The Company and the Guarantors shall use their reasonable best
efforts to comply with all applicable rules and regulations of the Commission
and the Company and Parent shall make generally available to the Company's
security holders as soon as practicable after the effective date of the
applicable Registration Statement an earnings statement meeting the requirements
of Rule 158 under the Securities Act.

         (p) The Company and the Guarantors shall cause the Indentures to be
qualified under the Trust Indenture Act not later than the effective date of the
first Registration Statement required by this Agreement, and, in connection
therewith, cooperate with the Trustees and the Holders of Securities to effect
such changes to the Indentures as may be required for




                                      -13-
<PAGE>


such Indentures to be so qualified in accordance with the terms of the Trust
Indenture Act; and to execute and use their reasonable best efforts to cause the
Trustees to execute, all documents that may be required to effect such changes
and all other forms and documents required to be filed with the Commission to
enable such Indentures to be so qualified in a timely manner.

         (q) The Company and the Guarantors may require each Holder of
Securities to be sold pursuant to any Shelf Registration Statement to furnish to
the Company such information regarding the Holder and the distribution of such
Securities as the Company and the Guarantors may from time to time reasonably
require for inclusion in such Registration Statement.

         (r) The Company and the Guarantors shall, if requested, promptly
incorporate in a Prospectus supplement or post-effective amendment to a Shelf
Registration Statement, such information as the Managing Underwriters, if any,
and Majority Holders agree should reasonably be included therein concerning such
Holders or the distribution of such Holders' Securities, and shall make all
required filings of such Prospectus supplement or post-effective amendment
promptly upon notification of the matters to be incorporated in such Prospectus
supplement or post-effective amendment.

         (s) In the case of any Shelf Registration Statement, the Company and
the Guarantors shall enter into such agreements (including underwriting
agreements) and take all other appropriate actions in order to expedite or to
facilitate the registration or the disposition of any Initial Securities
included therein, and in connection therewith, if an underwriting agreement is
entered into, cause the same to contain indemnification provisions and
procedures no less favorable than those set forth in Section 6 (or such other
provisions and procedures acceptable to the Majority Holders and the Managing
Underwriters, if any).

         (t) In the case of any Shelf Registration Statement, the Company and
the Guarantors shall:

                  (i) make reasonably available for inspection by the Holders of
         Securities to be registered thereunder, any underwriter participating
         in any disposition pursuant to such Shelf Registration Statement, and
         any attorney, accountant or other agent retained by the Holders or any
         such underwriter all relevant financial and other records, pertinent
         corporate documents and properties of the Company and the Guarantors
         and any of their subsidiaries;

                  (ii) cause the officers, directors and employees of the
         Company and the Guarantors to supply all relevant information
         reasonably requested by the Holders or any such underwriter, attorney,
         accountant or agent in connection with any such Registration Statement
         as is customary for similar due diligence examinations and make such
         representatives of the Company and the Guarantors as shall be
         reasonably requested by the Initial Purchasers or Managing
         Underwriters, if any, available for discussion of any such Registration
         Statement; provided, however, that any non-public information that is
         designated in writing by the Company and the Guarantors, in good faith,
         as confidential at the time of delivery of such information shall be
         kept confidential by the Holders or any such underwriter, attorney,
         accountant or agent, unless (x) such disclosure



                                      -14-
<PAGE>


         is made in connection with a court proceeding or required by law,
         provided that each Holder and any such Managing Underwriter, attorney,
         accountant or agent will, upon learning that disclosure of such
         information is sought in a court proceeding or required by law, give
         written notice to the Company and the Guarantors to allow the Company
         and the Guarantors to undertake appropriate action to prevent
         disclosure or (y) such information becomes available to the public
         generally or through a third party without an accompanying obligation
         of confidentiality other than as a result of a disclosure of such
         information by any such Holder, underwriter, attorney, accountant or
         agent;

                  (iii) make such representations and warranties to the Holders
         of Securities registered thereunder and the underwriters, if any, in
         form, substance and scope as are customarily made by issuers to
         underwriters in similar underwritten offerings as may be reasonably
         requested by them;

                  (iv) obtain opinions of counsel to the Company and the
         Guarantors and updates thereof (which counsel and opinions (in form,
         scope and substance) shall be reasonably satisfactory to the Managing
         Underwriters, if any) addressed to each selling Holder and the
         underwriters, if any, covering such matters as are customarily covered
         in opinions requested in similar underwritten offerings and such other
         matters as may be reasonably requested by such Holders and
         underwriters;

                  (v) obtain "cold comfort" letters and updates thereof from the
         independent certified public accountants of Parent (and, if necessary,
         any other independent certified public accountants of any subsidiary of
         the Company or Parent or of any business acquired by the Company or
         Parent for which financial statements and financial data are, or are
         required to be, included in the Registration Statement), addressed to
         the underwriters, if any, and use reasonable efforts to have such
         letter addressed to the selling Holders of Securities registered
         thereunder (to the extent consistent with Statement on Auditing
         Standards No. 72 of the American Institute of Certified Public
         Accountants (AICPA) ("SAS 72")), in customary form and covering matters
         of the type customarily covered in "cold comfort" letters in connection
         with similar underwritten offerings, or if the provision of such "cold
         comfort" letters is not permitted by SAS 72 or if requested by the
         Initial Purchasers or their counsel in lieu of a "cold comfort" letter,
         an agreed-upon procedures letter under Statement on Auditing Standards
         No. 75 of the AICPA, covering matters requested by the Initial
         Purchasers or their counsel; and

                  (vi) deliver such documents and certificates as may be
         reasonably requested by the Majority Holders and the Managing
         Underwriters, if any, and customarily delivered in similar offerings,
         including those to evidence compliance with Section 4(j) and with any
         conditions contained in the underwriting agreement or other agreement
         entered into by the Company and the Guarantors.

         The foregoing actions set forth in clauses (iii), (iv), (v) and (vi) of
this Section 4(t) shall, to the extent reasonably requested by the Managing
Underwriters be performed at (A) the effectiveness of such Shelf Registration
Statement and each post-effective amendment thereto



                                      -15-
<PAGE>


and (B) each closing under any underwriting or similar agreement as and to the
extent required thereunder.

         5. REGISTRATION EXPENSES; REMEDIES.

         (a) The Company and the Guarantors shall, jointly and severally, bear
all expenses incurred in connection with the performance of their obligations
under Sections 2, 3 and 4 hereof, including without limitation: (i) all
Commission, stock exchange or National Association of Securities Dealers, Inc.
registration and filing fees, (ii) all fees and expenses incurred in connection
with compliance with state securities or blue sky laws (including reasonable
fees and disbursements of counsel for any underwriters or Holders in connection
with blue sky qualification of any of the Securities), (iii) all expenses of any
persons in preparing or assisting in preparing, word processing, printing and
distributing any Registration Statement, any Prospectus, any amendments or
supplements thereto, any underwriting agreements, securities sales agreements
and other documents relating to the performance of and compliance with this
Agreement, (iv) reasonable fees and disbursements of the Trustees and their
respective counsel, (v) fees and disbursements of counsel for the Company and
the Guarantors, (vi) in the case of a Shelf Registration Statement, reasonable
fees and disbursements of one counsel for the Holders (which counsel shall be
selected by the Majority Holders and which counsel may also be counsel for the
Initial Purchasers) and in the case of any Exchange Offer Registration
Statement, reasonable fees and expenses of counsel to the Initial Purchasers
acting in connection therewith and (vii) the fees and disbursements of the
independent public accountants of the Company and Parent including the expenses
of any special audits or "cold comfort" letters required by or incident to such
performance and compliance, but excluding fees and expenses of counsel to the
underwriters (other than fees and expenses set forth in clause (ii) above) or,
except as otherwise provided in clause (vi), the Holders and underwriting
discounts and commissions and transfer taxes, if any, relating to the sale or
disposition of Securities by a Holder.

         (b) In the event that:

                  (i) The Exchange Offer Registration Statement is not declared
         effective by the Commission on or prior to the applicable Effectiveness
         Target Date;

                  (ii) The Shelf Registration Statement is not declared
         effective by the Commission on or prior to (A) the applicable
         Effectiveness Target Date with respect to clauses (i) and (ii) of
         Section 3 hereof, or (B) the later of 240 calendar days of the Closing
         Date with respect to clauses (iii) and (iv) of Section 3 hereof and the
         applicable Effectiveness Target Date;

                  (iii) the Company and the Guarantors fail to consummate the
         Exchange Offer within 240 calendar days of the Closing Date (if
         required); or

                  (iv) the Shelf Registration Statement or the Exchange Offer
         Registration Statement is declared effective but thereafter ceases to
         be effective or usable in connection with the resales of Transfer
         Restricted Securities during the periods specified in this Registration
         Rights Agreement (each such event referred to in clauses (i) through
         (iii) above, a "Registration Default"),



                                      -16-
<PAGE>



         then the Company will pay additional interest ("Additional Interest")
         to each holder of Initial Securities or Exchange Securities affected
         hereby, with respect to the first 90-day period immediately following
         the occurrence of the first Registration Default in an amount equal to
         $0.05 per week per $1,000 principal amount of Initial Securities or
         Exchange Securities held by that holder. The amount of the Additional
         Interest will increase by an additional $0.05 per week per $1,000
         principal amount of Initial Securities or Exchange Securities with
         respect to each subsequent 90-day period until all Registration
         Defaults have been cured, up to a maximum amount of Additional Interest
         for all Registration Defaults of $0.50 per week per $1,000 principal
         amount of Initial Securities or Exchange Securities. Additional
         Interest shall not accrue or be payable for more than one Registration
         Default at any given time, and shall accrue only for those days that a
         Registration Default occurs and is continuing.

         (c) The Company shall pay all accrued Additional Interest on each
Damages Payment Date to the Global Note Holder by wire transfer of immediately
available funds and to holders of Certificate Securities by wire transfer to the
accounts specified by them or by mailing checks to their registered addresses if
no such accounts have been specified.

         (d) Following the cure of all Registration Defaults, the accrual of
Additional Interest will cease.

         (e) Without limiting the remedies available to the Initial Purchasers
and the Holders, the Company and the Guarantors acknowledge that any failure by
the Company and the Guarantors to comply with their obligations under Sections 2
and 3 hereof may result in material irreparable injury to the Initial Purchasers
or the Holders for which there is no adequate remedy at law, that it will not be
possible to measure damages for such injuries precisely and that, in the event
of any such failure, the Initial Purchasers or any Holder may obtain such relief
as may be required to specifically enforce the obligations of the Company and
the Guarantors under Sections 2 and 3 hereof.

         6. INDEMNIFICATION AND CONTRIBUTION.

         (a) In connection with any Registration Statement, the Company and the
Guarantors, jointly and severally, agree to indemnify and hold harmless each
Holder of Securities covered thereby (including the Initial Purchasers and, with
respect to any Prospectus delivery as contemplated by Sections 2(e) and 4(h)
hereof, each Exchanging Dealer) the directors, officers, employees and agents of
such Holder and each person who controls such Holder within the meaning of
either the Securities Act or the Exchange Act, against any and all losses,
claims, damages or liabilities, joint or several, to which they or any of them
may become subject, insofar as such losses, claims, damages or liabilities (or
actions in respect thereof) arise out of or are based upon any untrue statement
or alleged untrue statement of a material fact contained in such Registration
Statement as originally filed or in any amendment thereof, or in any preliminary
Prospectus or Prospectus, or in any amendment thereof or supplement thereto, or
arise out of or are based upon the omission or alleged omission to state therein
a material fact required to be stated therein or necessary to make the
statements therein (in the case of the Prospectus, in light of the circumstances
under which they were made) not misleading, and



                                      -17-
<PAGE>


agrees to reimburse each such indemnified party, as incurred, for any legal or
other expenses reasonably incurred by them in connection with investigating or
defending any such loss, claim, damage or liability (or action in respect
thereof); provided, however, that none of the Company or the Guarantors will be
liable in any case to the extent that any such loss, claim, damage or liability
arises out of or is based upon any such untrue statement or alleged untrue
statement or omission or alleged omission made therein in reliance upon and in
conformity with written information furnished to the Company or the Guarantors
by or on behalf of any such indemnified party specifically for inclusion
therein; provided further, however, that none of the Company or the Guarantors
will be liable in any case with respect to any untrue statement or omission or
alleged untrue statement or omission made in any preliminary Prospectus or
Prospectus, or in any amendment thereof or supplement thereto to the extent that
any such loss, claim, damage or liability (or action in respect thereof)
resulted from the fact that any indemnified party sold Initial Securities or
Exchange Securities to a person to whom there was not sent or given, at or prior
to the written confirmation of such sale, a copy of the Prospectus as then
amended or supplemented, and if the untrue statement contained in or omission
from such preliminary Prospectus or Prospectus was corrected in the Prospectus
as then amended or supplemented unless such failure is the result of
noncompliance by the Company and the Guarantors with the provisions of Section
4(f) or 4(h) hereof. This indemnity agreement will be in addition to any
liability that each of the Company and the Guarantors may otherwise have.

         The Company and the Guarantors, jointly and severally, also agree to
indemnify or contribute to Losses of, as provided in Section 6(d) hereof, any
underwriters of Securities registered under a Shelf Registration Statement,
their employees, officers, directors and agents and each person who controls
such underwriters on the same basis as that of the indemnification of the
Initial Purchasers and the selling Holders provided in this Section 6(a) and
shall, if requested by any Holder, enter into an underwriting agreement
reflecting such agreement, as provided in Section 4(s) hereof.

         (b) Each Holder of Securities covered by a Registration Statement
(including the Initial Purchasers and, with respect to any Prospectus delivery
as contemplated by Sections 2(e) and 4(h) hereof, each Exchanging Dealer)
severally agrees to indemnify and hold harmless (i) the Company and the
Guarantors, (ii) each of the directors of the Company and the Guarantors, (iii)
each of the officers of the Company and the Guarantors who signs such
Registration Statement and (iv) each Person who controls the Company or the
Guarantors within the meaning of either the Securities Act or the Exchange Act
to the same extent as the foregoing indemnity from the Company and the
Guarantors to each such Holder, but only with respect to written information
furnished to the Company or the Guarantors by or on behalf of such Holder
specifically for inclusion in the documents referred to in the foregoing
indemnity. This indemnity agreement will be in addition to any liability that
any such Holder may otherwise have.

         (c) Promptly after receipt by an indemnified party under this Section 6
of notice of the commencement of any action, such indemnified party will, if a
claim in respect thereof is to be made against the indemnifying party under this
Section 6, notify the indemnifying party in writing of the commencement thereof;
but the failure so to notify the indemnifying party (i) will not relieve the
indemnifying party from liability under paragraph (a) or (b) above unless and to
the extent it did not otherwise learn of such action and such failure



                                      -18-
<PAGE>


results in the forfeiture by the indemnifying party of substantial rights and
defenses, and (ii) will not, in any event, relieve the indemnifying party from
any obligations to any indemnified party other than the indemnification
obligation provided in paragraph (a) or (b) above. The indemnifying party shall
be entitled to appoint counsel (including local counsel) of the indemnifying
party's choice at the indemnifying party's expense to represent the indemnified
party in any action for which indemnification is sought (in which case the
indemnifying party shall not thereafter be responsible for the fees and expenses
of any separate counsel retained by the indemnified party or parties except as
set forth below); provided, however, that such counsel shall be reasonably
satisfactory to the indemnified party. The indemnifying party shall not be
liable for any settlement of any proceeding effected without its written consent
but, if settled with such consent or if there be a final judgment for the
plaintiff, the indemnifying party agrees to indemnify the indemnified party from
and against any loss or liability by reason of such settlement or judgment.
Notwithstanding the indemnifying party's election to appoint counsel to
represent the indemnified party in an action, the indemnified party shall have
the right to employ separate counsel (including local counsel), and the
indemnifying party shall bear the reasonable fees, costs and expenses of such
separate counsel (and local counsel) if (i) the use of counsel chosen by the
indemnifying party to represent the indemnified party would present such counsel
with a conflict of interest, (ii) the actual or potential defendants in, or
targets of, any such action include both the indemnified party and the
indemnifying party and the indemnified party shall have reasonably concluded
that there may be legal defenses available to it and/or other indemnified
parties that are different from or additional to those available to the
indemnifying party, (iii) the indemnifying party shall not have employed counsel
satisfactory to the indemnified party to represent the indemnified party within
a reasonable time after notice of the institution of such action or (iv) the
indemnifying party shall authorize the indemnified party to employ separate
counsel at the expense of the indemnifying party. It is understood that the
indemnifying party shall not, in connection with any proceeding or related
proceedings in the same jurisdiction, be liable for the fees and expenses of
more than one separate firm (in addition to any local counsel) for all such
indemnified parties and that all such fees and expenses shall be reimbursed as
they are incurred. An indemnifying party will not, without the prior written
consent of the indemnified parties, settle or compromise or consent to the entry
of any judgment with respect to any pending or threatened claim, action, suit or
proceeding in respect of which indemnification or contribution may be sought
hereunder (whether or not the indemnified parties are actual or potential
parties to such claim or action) unless such settlement, compromise or consent
includes an unconditional release of each indemnified party from all liability
arising out of such claim, action, suit or proceeding.

         (d) In the event that the indemnity provided in paragraph (a) or (b) of
this Section 6 is unavailable to or insufficient to hold harmless an indemnified
party for any reason, then each applicable indemnifying party, in lieu of
indemnifying such indemnified party, shall have a joint and several obligation
to contribute to the aggregate losses, claims, damages and liabilities
(including legal or other expenses reasonably incurred in connection with
investigating or defending the same) (collectively "Losses") to which such
indemnified party may be subject in such proportion as is appropriate to reflect
the relative benefits received by such indemnifying party, on the one hand, and
such indemnified party, on the other hand, from the Initial Placement and the
Registration Statement that resulted in such Losses; no Holder shall in any case
be required to contribute any amount in excess of the amount by which the total
price at which the Initial Securities were sold by such Holder exceeds the
amount of damages which such Holder


                                      -19-
<PAGE>



has otherwise been required to pay by reason of such untrue or alleged untrue
statement or omission or alleged omission, nor shall any underwriter be
responsible for any amount in excess of the underwriting discount or commission
applicable to the Securities purchased by such underwriter under the
Registration Statement that resulted in such Losses. If the allocation provided
by the immediately preceding sentence is unavailable for any reason, the
indemnifying party and the indemnified party shall contribute in such proportion
as is appropriate to reflect not only such relative benefits but also the
relative fault of such indemnifying party, on the one hand, and such indemnified
party, on the other hand, in connection with the statements or omissions that
resulted in such Losses as well as any other relevant equitable considerations.
Benefits received by the Company and the Guarantor shall be deemed to be equal
to the total net proceeds from the Initial Placement (before deducting expenses)
as set forth on the cover page of the Offering Memorandum. Benefits received by
the Initial Purchasers shall be deemed to be equal to the total purchase
discounts and commissions as set forth on the cover page of the Offering
Memorandum, and benefits received by any other Holders shall be deemed to be
equal to the value of receiving Initial Securities or Exchange Securities, as
applicable, registered under the Securities Act. Benefits received by any
underwriter shall be deemed to be equal to the total underwriting discounts and
commissions, as set forth on the cover page of the Prospectus forming a part of
the Registration Statement that resulted in such Losses. Relative fault shall be
determined by reference to whether any alleged untrue statement or omission
relates to information provided by the indemnifying party, on the one hand, or
by the indemnified party, on the other hand. The parties agree that it would not
be just and equitable if contribution were determined by pro rata allocation or
any other method of allocation that did not take account of the equitable
considerations referred to above. Notwithstanding the provisions of this
paragraph (d), no person guilty of fraudulent misrepresentation (within the
meaning of Section 11(f) of the Securities Act) shall be entitled to
contribution from any person who was not guilty of such fraudulent
misrepresentation. For purposes of this Section 6, each person who controls a
Holder within the meaning of either the Securities Act or the Exchange Act and
each director, officer, employee and agent of such Holder shall have the same
rights to contribution as such Holder, and each person who controls the Company
or any Guarantor within the meaning of either the Securities Act or the Exchange
Act, each officer of the Company and the Guarantors who shall have signed the
Registration Statement and each director of the Company and the Guarantors shall
have the same rights to contribution as the Company and the Guarantors, subject
in each case to the applicable terms and conditions of this paragraph (d).

         (e) The provisions of this Section 6 will remain in full force and
effect, regardless of any investigation made by or on behalf of any Holder, the
Company, the Guarantors or any of the officers, directors or controlling persons
referred to in Section 6 hereof, and will survive the sale by a Holder of
Securities covered by a Registration Statement.

         7. RULE 144A. The Company and the Guarantors each hereby agrees with
each Holder, for so long as any Initial Securities remain outstanding, to make
available to any Holder or beneficial owner of Transfer Restricted Securities in
connection with any sale thereof and any prospective purchaser of such Transfer
Restricted Securities from such Holder or beneficial owner, the information
required by Rule 144A(d)(4) under the Securities Act in order to permit resales
of such Initial Securities pursuant to Rule 144A.



                                      -20-
<PAGE>



         8. PARTICIPATION IN UNDERWRITTEN REGISTRATIONS. No Holder may
participate in any Underwritten Registration hereunder unless such Holder (a)
agrees to sell such Holder's Initial Securities on the basis provided in any
underwriting arrangements approved by the Persons entitled hereunder to approve
such arrangements and (b) completes and executes all reasonable questionnaires,
powers of attorney, indemnities, underwriting agreements, lock-up letters and
other documents required under the terms of such underwriting arrangements.

         9. SELECTION OF UNDERWRITERS. The Holders of Initial Securities covered
by the Shelf Registration Statement who desire to do so may sell such Initial
Securities in an Underwritten Offering. In any such Underwritten Offering, the
investment banker or investment bankers and manager or managers that will
administer the offering will be selected by the Holders of a majority in
aggregate principal amount of the Initial Securities included in such offering;
provided, that such investment bankers and managers must be reasonably
satisfactory to the Company and the Guarantors.

         10. MISCELLANEOUS.

         (a) No Inconsistent Agreement. None of the Company or the Guarantors
has, as of the date hereof, entered into, nor shall it, on or after the date
hereof, enter into, any agreement that conflicts with the rights granted to the
Holders herein or otherwise conflicts with the provisions hereof.

         (b) Amendments and Waivers. The provisions of this Agreement, including
the provisions of this sentence, may not be amended, qualified, modified or
supplemented, and waivers or consents to departures from the provisions hereof
may not be given, unless the Company has obtained the written consent of the
Holders of at least a majority of the then outstanding aggregate principal
amount of Transfer Restricted Securities considered as one class; provided that,
with respect to any matter that directly or indirectly affects the rights of the
Initial Purchasers hereunder, the Company shall obtain the written consent of
the Initial Purchasers. Notwithstanding the foregoing (except the foregoing
proviso), a waiver or consent to departure from the provisions hereof with
respect to a matter that relates exclusively to the rights of Holders whose
Initial Securities or Exchange Securities are being sold pursuant to a
Registration Statement and that does not directly or indirectly affect the
rights of other Holders may be given by the Majority Holders, determined on the
basis of Securities being sold rather than registered under such Registration
Statement.

         (c) Notices. All notices and other communications provided for or
permitted hereunder shall be made in writing by hand-delivery, first-class mail,
telex, telecopier, or air courier guaranteeing overnight delivery:

                  (i) if to a Holder, at the most current address given by such
         Holder to the Company in accordance with the provisions of this Section
         7(c), which address initially is, with respect to each Holder, the
         address of such Holder maintained by the Trustee, with a copy in like
         manner to Morgan Stanley & Co. Incorporated;

                  (ii) if to the Initial Purchasers, shall be delivered or sent
         by mail, telex or facsimile transmission to:



                                      -21-
<PAGE>



                           1. Morgan Stanley & Co. Incorporated, 1585 Broadway,
                  New York, New York 10036, Attention: Global Capital Markets
                  Syndicate Desk (Fax: 212-761-0538), with a copy, in the case
                  of any notice pursuant to Section 8(d), to Director of
                  Litigation, Law Division, Morgan Stanley & Co. Incorporated,
                  1221 Avenue of the Americas, New York, New York 10020; and

                           2. with a copy to Shearman & Sterling LLP, 599
                  Lexington Avenue, New York, New York 10022, Attention: Andrew
                  Schleider, Esq. (Fax: 212-848-7179);

                  (iii) if to the Company and the Guarantors, shall be delivered
         or sent by mail, telex or facsimile transmission to:

                           1. the address of the Company set forth in the
                  Offering Memorandum, Attention: Ronald L. Ripley, Vice
                  President and Senior Corporate Counsel (Fax: 405-529-8515),

                           2. with a copy to Mayer Brown Rowe & Maw, LLP, 190 S.
                  LaSalle Street Chicago, Illinois 60603, Attention: Paul
                  Theiss, Esq. (Fax: 312-706-8218);

                           3. if to a Holder, at the most current address given
                  by such Holder to the Company in accordance with the
                  provisions of this Section 7(c), which address initially is,
                  with respect to each Holder, the address of such Holder
                  maintained by the Trustee, with a copy in like manner to
                  Morgan Stanley & Co. Incorporated;

         All such notices and communications shall be deemed to have been duly
given when received. The Initial Purchasers, on the one hand, or the Company and
the Guarantors, on the other, by notice to the other party or parties may
designate additional or different addresses for subsequent notices or
communications.

         (d) Successors and Assigns. This Agreement shall inure to the benefit
of and be binding upon the successors and assigns of each of the parties,
including, without the need for an express assignment or any consent by the
Company or the Guarantors thereto, subsequent Holders of Initial Securities
and/or Exchange Securities. The Company and the Guarantors hereby agrees to
extend the benefits of this Agreement to any Holder of Initial Securities and/or
Exchange Securities and any such Holder may specifically enforce the provisions
of this Agreement as if an original party hereto.

         (e) Counterparts. This Agreement may be executed in any number of
counterparts and by the parties hereto in separate counterparts, each of which
when so executed shall be deemed to be an original and all of which taken
together shall constitute one and the same Agreement.

         (f) Headings. The headings in this Agreement are for convenience of
reference only and shall not limit or otherwise affect the meaning hereof.



                                      -22-
<PAGE>



         (g) Governing Law. THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN
ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK.

         (h) Severability. In the event that any one or more of the provisions
contained herein, or the application thereof in any circumstances, is held
invalid, illegal or unenforceable in any respect for any reason, the validity,
legality and enforceability of any such provision in every other respect and of
the remaining provisions hereof shall not be in any way impaired or affected
thereby, it being intended that all of the rights and privileges of the parties
shall be enforceable to the fullest extent permitted by law.

         (i) Initial Securities Held by the Company, Etc. Whenever the consent
or approval of Holders of a specified percentage of the aggregate principal
amount of Initial Securities or Exchange Securities is required hereunder,
Initial Securities or Exchange Securities, as applicable, held by the Company or
its Affiliates (other than subsequent Holders of Initial Securities or Exchange
Securities if such subsequent Holders are deemed to be Affiliates solely by
reason of their holdings of such Initial Securities or Exchange Securities)
shall not be counted in determining whether such consent or approval was given
by the Holders of such required percentage.

                  [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]




                                      -23-
<PAGE>



         Please confirm that the foregoing correctly sets forth the agreements
under the Registration Rights Agreement, the Company, the Guarantors and you.

                                   Very truly yours,

                                   DOBSON CELLULAR SYSTEMS, INC.

                                   By:
                                       ----------------------------------------
                                       Name:  Ronald L. Ripley
                                       Title: Vice President




                                   DOBSON COMMUNICATIONS CORPORATION

                                   By:
                                       ----------------------------------------
                                       Name:  Ronald L. Ripley
                                       Title: Vice President



                                   DOBSON OPERATING CO., LLC

                                   By:
                                       ----------------------------------------
                                       Name:  Ronald L. Ripley
                                       Title: Co-Manager



                                   DOC LEASE CO., LLC

                                   By:
                                       ----------------------------------------
                                       Name:  Ronald L. Ripley
                                       Title: Co-Manager


                                      -24-
<PAGE>



                                          The foregoing Agreement is
                                          hereby accepted as of the
                                          date first above written.






MORGAN STANLEY & CO. INCORPORATED


By:
    -----------------------------
    Name:
    Title:


For itself and as a representative of the
several Initial Purchasers named in
Schedule I hereto




                                      -25-
<PAGE>



                                   SCHEDULE I

                               INITIAL PURCHASERS

Morgan Stanley & Co. Incorporated
Lehman Brothers Inc.
Bear, Stearns & Co. Inc.







                                      -26-
<PAGE>



                                                                         ANNEX A

         Each broker-dealer that receives Exchange Securities for its own
account pursuant to the Exchange Offer must acknowledge that it will deliver a
prospectus in connection with any resale of such Exchange Securities. The Letter
of Transmittal states that by so acknowledging and by delivering a prospectus, a
broker-dealer will not be deemed to admit that it is an "underwriter" within the
meaning of the Securities Act. This Prospectus, as it may be amended or
supplemented from time to time, may be used by a broker-dealer in connection
with resales of Exchange Securities received in exchange for Initial Securities
where such Initial Securities were acquired by such broker-dealer as a result of
market-making activities or other trading activities. The Company has agreed
that, starting on the Expiration Date (as defined herein) and ending on the
close of business one year after the Expiration Date, it will make this
Prospectus available to any broker-dealer for use in connection with any such
resale. See "Plan of Distribution."





                                      -27-
<PAGE>



                                                                         ANNEX B

         Each broker-dealer that receives Exchange Securities for its own
account in exchange for Initial Securities, where such Initial Securities were
acquired by such broker-dealer as a result of market-making activities or other
trading activities, must acknowledge that it will deliver a prospectus in
connection with any resale of such Exchange Securities. See "Plan of
Distribution."





                                      -28-
<PAGE>



                                                                         ANNEX C

         Each broker-dealer that receives Exchange Securities for its own
account pursuant to the Exchange Offer must acknowledge that it will deliver a
prospectus in connection with any resale of such Exchange Securities. This
Prospectus, as it may be amended or supplemented from time to time, may be used
by a broker-dealer in connection with resales of Exchange Securities received in
exchange for Initial Securities where such Initial Securities were acquired as a
result of market-making activities or other trading activities. The Company has
agreed that, starting on the Expiration Date and ending on the close of business
one year after the Expiration Date, it will make this Prospectus, as amended or
supplemented, available to any broker-dealer for use in connection with any such
resale. In addition, until such date all dealers effecting transactions in the
Exchange Securities may be required to deliver a prospectus.





                                      -29-
<PAGE>


                                                                         ANNEX D

         If the undersigned is a broker-dealer that will receive Exchange
Securities for its own account in exchange for Initial Securities, it represents
that the Initial Securities to be exchanged for the Exchange Securities were
acquired by it as a result of market-making activities or other trading
activities and acknowledges that it will deliver a prospectus in connection with
any resale of such Exchange Securities; however, by so acknowledging and by
delivering a prospectus, the undersigned will not be deemed to admit that it is
an "underwriter" within the meaning of the Securities Act.






                                      -30-