DOBSON COMMUNICATIONS CORPORATION

                            8-7/8% SENIOR NOTES DUE 2013

                          REGISTRATION RIGHTS AGREEMENT

                               September 26, 2003



Lehman Brothers Inc.
745 Seventh Avenue, 19th Floor
New York, New York  10019

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

Bear, Stearns & Co. Inc.
383 Madison Avenue
New York, New York  10179

Ladies and Gentlemen:

     Dobson Communications Corporation, an Oklahoma corporation (the "Company"),
proposes to issue and sell (the "Initial Placement") to Lehman Brothers Inc.,
Morgan Stanley Co. Incorporated and Bear, Stearns & Co. Inc., as representatives
of the Initial Purchasers listed on Schedule I (the "Initial Purchasers") upon
terms set forth in a purchase agreement dated as of September 12, 2003 (the
"Purchase Agreement") among the Company and the Initial Purchasers, $650,000,000
of its 8-7/8% Senior Notes due 2013 (the "Initial Notes"). 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 agrees 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:

          "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 Notes, each
     date on which interest is paid in accordance with the Indenture.

          "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 proposed offer to the Holders to issue and
     deliver to such Holders, in exchange for the Notes, a like aggregate
     principal amount of Exchange Notes.

          "Exchange Offer Registration Period" means the longer of (A) the
     period until the consummation of the Exchange Offer and (B) two years 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 Notes (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 Notes" means securities issued by the Company, identical in
     all material respects to the Notes to be issued under the Indenture.

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

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

          "Indenture" means the Indenture, dated as of September 26, 2003,
     between the Company and The Bank of Oklahoma, National Association as
     trustee, pursuant to which the Notes are to be issued, as such Indenture is
     amended or supplemented from time to time in accordance with the terms
     thereof.

          "Initial Notes" means the 8-7/8% Senior Notes due 2013, of the same
     series under the Indenture as the Exchange Notes, for so long as such
     securities constitute Transfer Restricted Securities.

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

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

          "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 Notes registered under a Registration Statement.

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

          "Notes" means the Initial Notes and Exchange Notes.

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

          "Target Effectiveness Date" has the meaning set forth in Section 5(b)
     hereof.

          "Transfer Restricted Securities" means each Note until: (i) the date
     on which such Note has been exchanged by a Person other than a
     broker-dealer for an Exchange Note in the Exchange Offer; (ii) following
     the exchange by a broker-dealer in the Exchange Offer of a Note for an
     Exchange Note, the date on which such Exchange Note 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 Note 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 Note 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.

          "Trustee" means United States Trust Company of New York and any
     successors thereto.

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

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

     2. Exchange Offer; Resales of Exchange Notes by Exchanging Dealers; Private
Exchange.

          (a) The Company shall prepare and file with the Commission the
     Exchange Offer Registration Statement with respect to the Exchange Offer on
     or before the 90th calendar day after the Closing Date. The Company shall
     use its best efforts (i) to cause the Exchange Offer Registration Statement
     to be declared effective under the Securities Act on or prior to the 150th
     calendar day following the Closing Date and remain effective until the
     closing of the Exchange Offer and (ii) to consummate the Exchange Offer not
     later than the 30th calendar day after the effective date of the Exchange
     Offer Registration Statement, unless a longer time is required by the
     federal securities laws.

          (b) Upon the effectiveness of the Exchange Offer Registration
     Statement, the Company shall promptly commence the Exchange Offer, it being
     the objective of such Exchange Offer to enable each Holder electing to
     exchange Notes for Exchange Notes (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 Notes 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 Notes in the ordinary
     course of such Holder's business, is not participating in the distribution
     of the Exchange Notes and has no arrangements or understandings with any
     person to participate in the distribution of the Exchange Notes) to resell
     such Exchange Notes 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 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:

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

               (ii) the dates of acceptance for exchange;

               (iii) that any Notes not tendered will remain outstanding and
          continue to accrue interest, but will not retain any rights under this
          Agreement;

               (iv) that Holders electing to have Notes exchanged pursuant to
          the Exchange Offer will be required to surrender such Notes, together
          with the enclosed letters of transmittal, to the institution and at
          the address (located in the Borough of Manhattan, The City of New
          York) specified in the notice prior to the close of business on the
          last day of acceptance for exchange; and

               (v) that Holders will be entitled to withdraw their election, not
          later than the close of business on the last day of acceptance for
          exchange, by sending to the institution and at the address (located in
          the Borough of Manhattan, The City of New York) specified in the
          notice a telegram, telex, facsimile transmission or letter setting
          forth the name of such Holder, the aggregate principal amount of Notes
          delivered for exchange and a statement that such Holder is withdrawing
          his election to have such Notes exchanged; and shall keep the Exchange
          Offer open for acceptance for not less than 30 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 shall:

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

               (ii) deliver to the Trustee for cancellation all Notes so
          accepted for exchange; and

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

          (e) The Initial Purchasers and the Company acknowledge that, pursuant
     to interpretations by the staff of the Commission of Section 5 of the
     Securities Act, 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 Notes received by such Exchanging Dealer
     pursuant to the Exchange Offer in exchange for Notes acquired for its own
     account as a result of market-making activities or other trading
     activities. Accordingly, the Company 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 its 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 Notes received pursuant to the Exchange Offer, as
          contemplated by Section 4(h) below; provided, however, that the
          Company 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 Notes 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 Notes 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
     shall issue and deliver to the Initial Purchasers, or to the party
     purchasing Initial Notes registered under the Shelf Registration Statement
     from the Initial Purchasers, in exchange for such Initial Notes, a like
     principal amount of Exchange Notes. The Company shall use its best efforts
     to cause the CUSIP Service Bureau to issue the same CUSIP number for such
     Exchange Notes as for Exchange Notes issued pursuant to the Exchange Offer.

          (g) The Company shall use its 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 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 and (iii) all
     governmental approvals shall have been obtained, which approvals the
     Company deems necessary for the 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 Notes 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 Transfer Restricted
     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 Notes to be issued in the Exchange Offer and
     (C) it is acquiring the Exchange Notes in its ordinary course of business.
     In addition, all such Holders of Transfer Restricted Securities shall
     otherwise cooperate in the Company's 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 Notes obtained by such Holder in exchange for
     Initial Notes 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, the Company determines upon
advice of its outside counsel that it is not permitted to effect the Exchange
Offer as contemplated by Section 2 hereof, or (ii) the Company is not required
to file the Exchange Offer Registration Statement for any reason other than
those specified in clause (i) above, or (iii) with respect to any Holder of
Transfer Restricted Securities (A) such Holder is prohibited by applicable law
or Commission policy from participating in the Exchange Offer, or (B) such
Holder may not resell the Exchange Notes 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) such Holder is an Exchanging Dealer and
holds Initial Notes 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 Notes acquired in exchange for such Notes
shall result in such Exchange Notes being not "freely tradeable" and (y) the
requirement that an Exchanging Dealer deliver a Prospectus in connection with
sales of Exchange Notes acquired in the Exchange Offer in exchange for Notes
acquired as a result of market-making activities or other trading activities
shall not result in such Exchange Notes being not "freely tradeable"), the
following provisions shall apply:

          (a) The Company shall, as promptly as practicable, file with the
     Commission a Shelf Registration Statement relating to the offer and sale of
     the Notes or the Exchange Notes, 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 Notes received by
     the Initial Purchasers in exchange for Initial Notes constituting any
     portion of an unsold allotment, the Company 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 its 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.

          (b) The Company shall use its best efforts to cause the Shelf
     Registration Statement to be filed on or prior to the 90th calendar day
     after the Closing Date and declared effective under the Securities Act on
     or prior to the 150th calendar day after the obligation to file a Shelf
     Registration Statement under this Section 3 arises and 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 Notes or Exchange Notes, as applicable, covered by the Shelf
     Registration Statement have been sold pursuant to the Shelf Registration
     Statement (in any such case, such period being called the "Shelf
     Registration Period"). The Company shall be deemed not to have used its
     best efforts to keep the Shelf Registration Statement effective during the
     requisite period if the Company voluntarily takes any action that would
     result in Holders of Notes covered thereby not being able to offer and sell
     such Notes during that period, unless (i) such action is required by
     applicable law, (ii) the Company complies with this Agreement or (iii) such
     action is taken by the Company or any Guarantors in good faith and for
     valid business reasons (not including avoidance of the Company's
     obligations hereunder), including the acquisition or divestiture of assets,
     so long as the Company promptly thereafter complies with the requirements
     of Section 4(m) hereof, if applicable.

     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:

          (a) The Company shall, within a reasonable time prior to the filing of
     any Registration Statement, any Prospectus, any amendment to a Registration
     Statement or amendment or supplement to a Prospectus or any document which
     is to be incorporated by reference into a Registration Statement or a
     Prospectus after initial filing of a Registration Statement, 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 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 or any document which is to be incorporated by reference into
     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 Holders or their
     counsel) shall 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, in the form of a written opinion, 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 is unable to comply with its obligations under
     Section 2.

          (b) The Company 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 shall advise the Initial Purchasers and, in the
     case of a Shelf Registration Statement, the Holders of Initial Notes
     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

                    (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 shall advise the
          Initial Purchasers and, in the case of a Shelf Registration Statement,
          the Holders of Initial Notes or Exchange Notes 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 of any notification with
               respect to the suspension of the qualification of the Initial
               Notes or Exchange Notes included therein for sale in any
               jurisdiction or the initiation or threatening of any proceeding
               for such purpose; and

                    (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).

          (d) The Company shall use its 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 Notes 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 Notes 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 the Company consents to the use of the Prospectus or any amendment or
     supplement thereto by each of the selling Holders of Notes in connection
     with the offering and sale of the Notes 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 Notes received by it pursuant to the Exchange
     Offer; and the Company 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 Notes and each Exchange Dealer agrees by its
     acquisition of such Notes or Exchange Notes to be sold by such Exchange
     Dealer, as the case may be, that, upon actual receipt of any notice from
     the Company of the happening of any event of the kind described in
     paragraph (c)(2)(i), (c)(2)(ii), or (c)(2)(iii) of this Section 4, such
     Holder will forthwith discontinue disposition of such Notes covered by such
     Registration Statement or Prospectus or Exchange Notes to be sold by such
     Holder or Exchange Dealer, as the case may be, until such Holder's or
     Exchange Dealer's receipt of the copies of the supplemented or amended
     Prospectus contemplated by Section 4(l) 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 event that the Company 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 Notes covered by
     such Registration Statement or Exchange Notes to be sold by such Exchange
     Dealer, as the case may be, shall have received (x) the copies of the
     supplemented or amended Prospectus contemplated by Section 4(l) hereof or
     (y) the advice in writing.

          (j) Prior to the Exchange Offer or any other offering of Initial Notes
     or Exchange Notes pursuant to any Registration Statement, the Company shall
     register or qualify or cooperate with the Holders of Notes included therein
     and their respective counsel in connection with the registration or
     qualification of such Initial Notes or Exchange Notes 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
     Notes covered by such Registration Statement; provided, however, that the
     Company will not 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 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 shall issue, upon the request of any Holder of Initial
     Notes covered by the Shelf Registration Statement, Exchange Notes, having
     an aggregate principal amount equal to the aggregate principal amount of
     Initial Notes surrendered to the Company by such Holder in exchange
     therefor or being sold by such Holder; such Exchange Notes to be registered
     in the name of such Holder or in the name of the purchaser(s) of such
     Exchange Notes, as the case may be; in return, the Initial Notes held by
     such Holder shall be surrendered to the Company for cancellation.

          (l) The Company shall cooperate with the Holders to facilitate the
     timely preparation and delivery of certificates representing Initial Notes
     or Exchange Notes 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 Notes or Exchange Notes pursuant to such Registration
     Statement.

          (m) Upon the occurrence of any event contemplated by paragraph
     (c)(2)(iii) of this Section 4, the Company 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 Notes or
     Exchange Notes 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 shall not be required to amend or supplement a Shelf
     Registration Statement, any related Prospectus or any document incorporated
     therein by reference, for a period not to exceed an aggregate of 30 days in
     any calendar year, if the Company determines in its good faith judgment
     that the disclosure of such event at such time would have a material
     adverse effect on the business, operations, or prospects of the Company or
     the disclosure otherwise related to a pending material business transaction
     that has not yet been publicly disclosed.

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

          (o) The Company shall use its best efforts to comply with all
     applicable rules and regulations of the Commission and shall make generally
     available to its 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 shall cause the Indenture 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 Trustee and the Holders of Initial Notes or
     Exchange Notes to effect such changes to the Indenture as may be required
     for such Indenture to be so qualified in accordance with the terms of the
     Trust Indenture Act; and to execute and use its best efforts to cause the
     Trustee 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 Indenture to be so qualified in a timely manner.

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

          (r) The Company 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 reasonably agree should be included therein, 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 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 Notes 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) with respect to all parties to be indemnified
     pursuant to Section 6.

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

               (i) make reasonably available for inspection by the Holders of
          Notes 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 any of its
          subsidiaries;

               (ii) cause the Company's officers, directors and employees 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 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, 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 such disclosure is made in
          connection with a court proceeding or required by law, or 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
          Notes 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 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 the Company (and, if
          necessary, any other independent certified public accountants of any
          subsidiary of the Company or of any business acquired by the Company
          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 Notes registered thereunder (to
          the extent consistent with Statement on Auditing Standards No. 100 of
          the American Institute of Certified Public Accountants (AICPA) ("SAS
          100")), 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 100 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(m) and with any conditions
          contained in the underwriting agreement or other agreement entered
          into by the Company.

          The foregoing actions set forth in clauses (iii), (iv), (v) and (vi)
     of this Section 4(t) shall be performed at (A) the effectiveness of such
     Shelf Registration Statement and each post-effective amendment thereto and
     (B) each closing under any underwriting or similar agreement as and to the
     extent required thereunder.

          (u) The Company shall, in the case of a Shelf Registration, use their
     best efforts to cause all Notes to be listed on any securities exchange or
     any automated quotation system on which similar securities issued by the
     Company are then listed if requested by the Majority Holders, to the extent
     such Notes satisfy applicable listing requirements.

     5. Registration Expenses; Remedies.

          (a) The Company shall bear all expenses incurred in connection with
     the performance of its 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 Exchange Notes or Initial Notes),
     (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) the fees and
     disbursements of the Trustee and its counsel, (v) the fees and
     disbursements of counsel for the Company and, in the case of a Shelf
     Registration Statement, the 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, the fees and expenses of counsel
     to the Initial Purchasers acting in connection therewith and (vi) the fees
     and disbursements of the independent public accountants of the Company
     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 the Holders and underwriting
     discounts and commissions and transfer taxes, if any, relating to the sale
     or disposition of Notes by a Holder.

          (b) In the event that the Company:

               (i) fails to file the Exchange Offer Registration Statement or
          Shelf Registration Statement, as the case may be, on or before the
          date specified for either such filing;

               (ii) either such registration statement is not declared effective
          by the Commission on or prior to the date specified for such
          effectiveness (the "Effectiveness Target Date");

               (iii) the Company fails to consummate the Exchange Offer within
          30 days of the Effectiveness Target Date with respect to the Exchange
          Offer Registration Statement; 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 (iv) above, a "Registration Default"),

     then the Company will pay additional interest ("Additional Interest") to
     each holder of Initial Notes or Exchange Notes, 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 Notes or Exchange Notes 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 Notes or Exchange Notes
     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 Notes or Exchange Notes.

          (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 Notes 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 acknowledges that any failure by the Company
     to comply with its 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 Company's obligations under
     Sections 2 and 3 hereof.

     6. Indemnification and Contribution.

          (a) In connection with any Registration Statement, the Company agrees
     to indemnify and hold harmless each Holder of Notes 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 under the Securities Act, the Exchange Act or other federal
     or state statutory law or regulation, at common law or otherwise, 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 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 the
     Company will not 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 by or on behalf of any such indemnified party
     specifically for inclusion therein; provided further, however, that the
     Company will not 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
     Notes or Exchange Notes 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, if the Company had previously complied
     with the provisions of Section 4(c)(2) and 4(f) or 4(h) hereof 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. This indemnity agreement will be in addition to any liability
     that the Company may otherwise have.

          The Company also agrees to indemnify or contribute to Losses of, as
     provided in Section 6(d) hereof, any underwriters of Notes 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 Notes 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,
     (ii) each of the directors of the Company, (iii) each of the officers of
     the Company who signs such Registration Statement and (iv) each Person who
     controls the Company within the meaning of either the Securities Act or the
     Exchange Act to the same extent as the foregoing indemnity from the Company
     to each such Holder, but only with respect to written information furnished
     to the Company 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 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. 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; provided, however, that in no case shall the
     Initial Purchasers or any subsequent Holder of any Security or Exchange
     Security be responsible, in the aggregate, for any amount in excess of the
     purchase discount or commission applicable to such Security, or in the case
     of an Exchange Note, applicable to the Security that was exchangeable into
     such Exchange Security, as set forth on the cover page of the Final
     Memorandum, nor shall any underwriter be responsible for any amount in
     excess of the underwriting discount or commission applicable to the Notes
     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 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 Final 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 Final Memorandum, and benefits received by any other Holders shall
     be deemed to be equal to the value of receiving Notes or Exchange Notes, 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 within the meaning of
     either the Securities Act or the Exchange Act, each officer of the Company
     who shall have signed the Registration Statement and each director of the
     Company shall have the same rights to contribution as the Company, 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
     or the Company or any of the officers, directors or controlling persons
     referred to in Section 6 hereof, and will survive the sale by a Holder of
     Notes covered by a Registration Statement.

     7. Rule 144A

     The Company hereby agrees with each Holder, for so long as any Transfer
Restricted 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 Transfer
Restricted Securities pursuant to Rule 144A.

     8. Participation In Underwritten Registrations

     No Holder may participate in any Underwritten Registration hereunder unless
such Holder (a) agrees to sell such Holder's Transfer Restricted 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 Transfer Restricted Securities covered by the Shelf
Registration Statement who desire to do so may sell such Transfer Restricted
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 Transfer Restricted Securities included in
such offering; provided, that such investment bankers and managers must be
reasonably satisfactory to the Company.

     10. Miscellaneous.

          (a) No Inconsistent Agreement. The Company has not, 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 Notes (or, after the consummation
     of any Exchange Offer in accordance with Section 2 hereof, of Exchange
     Notes); 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 Notes or
     Exchange Notes 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 Notes 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 Lehman Brothers LLC.;

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

                    1. Lehman Brothers Inc., 745 Seventh Avenue, 19th Floor New
               York, New York 10019, Attention: Syndicate Department (Fax:
               212-526-6588), with a copy, in the case of any notice pursuant to
               Section 8(d), to the Director of Litigation, Office of the
               General Counsel, Lehman Brothers Inc., 745 Seventh Avenue, New
               York, NY 10019;

                    2. 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

                    3. with a copy to Weil, Gotshal & Manges LLP, 767 Fifth
               Avenue, New York, New York 10153, Attention: Rod Miller, Esq.
               (Fax: 212-310-8007);

               (iii) if to the Company, 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: Bruce R. Knooihuizen, Executive Vice
               President and Chief Financial Officer/Ronald L. Ripley, Vice
               President and Senior Corporate Counsel (Fax: 405-529-8515),

                    2. with a copy to McAfee & Taft, A Professional Corporation,
               211 North Robinson, Suite 1000, Oklahoma City, Oklahoma 73102,
               Attention: Theodore M. Elam, Esq. (Fax: 405-235-0439); and

               (iv) 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 Lehman Brothers Inc. and 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, 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 thereto, subsequent Holders of Initial Notes and/or Exchange Notes.
     The Company hereby agrees to extend the benefits of this Agreement to any
     Holder of Initial Notes and/or Exchange Notes 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.

          (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 Notes Held by the Company, Etc. Whenever the consent or
     approval of Holders of a specified percentage of the aggregate principal
     amount of Initial Notes or Exchange Notes is required hereunder, Initial
     Notes or Exchange Notes, as applicable, held by the Company or its
     Affiliates (other than subsequent Holders of Initial Notes or Exchange
     Notes if such subsequent Holders are deemed to be Affiliates solely by
     reason of their holdings of such Initial Notes or Exchange Notes) 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]


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

                                   Very truly yours,

                                   DOBSON COMMUNICATIONS CORPORATION

                                   By:    BRUCE R. KNOOIHUIZEN
                                   Name:  Bruce R. Knooihuizen
                                   Title: Executive Vice President and
                                            Chief Financial Officer

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

LEHMAN BROTHERS INC.

By:        ANTHONY W. MANISCALCO
    Name:  Anthony W. Maniscalco
    Title: Sr. Vice President



MORGAN STANLEY & CO. INCORPORATED

By:        ANDREW W. EARLS
    Name:  Andrew W. Earls
    Title: Vice President

For themselves and as representative of the
several Initial Purchasers named in
Schedule I hereto
<PAGE>
                                   SCHEDULE I

Initial Purchasers

Lehman Brothers Inc.
Morgan Stanley & Co. Incorporated
Bear, Stearns & Co. Inc.
Rabo Securities USA, Inc.
SG Cowen Securities Corporation
Dresdner Kleinwort Wasserstein Securities LLC

<PAGE>
                                                                         ANNEX A


     Each broker-dealer that receives Exchange Notes 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 Notes. 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 Notes received in exchange for Notes where such Notes
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."

<PAGE>
                                                                        ANNEX B


     Each broker-dealer that receives Exchange Notes for its own account in
exchange for Notes, where such Notes 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
Notes. See "Plan of Distribution."

<PAGE>
                                                                         ANNEX C


     Each broker-dealer that receives Exchange Notes 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 Notes. 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 Notes received in
exchange for Notes where such Notes 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
Notes may be required to deliver a prospectus.

<PAGE>
                                                                         ANNEX D


     If the undersigned is a broker-dealer that will receive Exchange Notes for
its own account in exchange for Notes, it represents that the Notes to be
exchanged for the Exchange Notes 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 Notes;
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.