SUPPLEMENTAL INDENTURE


SUPPLEMENTAL INDENTURE (this "Supplemental Indenture"), effective as of November
5, 2004, among Dobson Communications Corporation, an Oklahoma corporation (the
"Company"), and Bank of Oklahoma, National Association, as successor to United
States Trust Company of New York, as trustee under the indenture referred to
below (the "Trustee").

                               W I T N E S S E T H

WHEREAS, the Company has heretofore executed and delivered to the Trustee an
indenture (the "Indenture"), dated as of June 22, 2000 providing for the
issuance of $600 million aggregate principal amount of up of 10-7/8% Senior
Notes due 2010 (the "Notes"); and

WHEREAS, Section 9.01 of the Indenture provides that the Company and the Trustee
may amend or supplement the Indenture without the consent of any Holder of a
Note to cure any ambiguity, defect or inconsistency; and

WHEREAS, the Trustee has been provided with an Officers' Certificate that the
definition of a "Credit Agreement" contained in the Indenture is ambiguous and
defective in that it does not clearly reflect that a "Credit Agreement" may be
renewed, replaced or refinanced with proceeds derived through the sale of debt
securities to institutional and other investors; and

WHEREAS, pursuant to Section 9.01 of the Indenture, the Trustee is authorized to
execute and deliver this Supplemental Indenture.

NOW THEREFORE, in consideration of the foregoing and for other good and valuable
consideration, the receipt of which is hereby acknowledged, the Guaranteeing
Subsidiaries and the Trustee mutually covenant and agree for the equal and
ratable benefit of the Holders of the Notes as follows:

     1. CAPITALIZED TERMS. Capitalized terms used herein without definition
shall have the meanings assigned to them in the Indenture.

     2. DEFINITION OF CREDIT AGREEMENT. The definition of a "Credit
Agreement" contained in the Indenture is hereby amended to provide, in its
entirety, as follows:

     "Credit Agreement" means one or more debt facilities or commercial
     paper facilities with banks or other institutional lenders providing
     for revolving credit loans, term loans, receivables financing
     (including through the sale of receivables to such lenders or to
     special purpose entities formed to borrow from such lenders against
     such receivables) or letters of credit, or one or more indentures or
     similar agreements including any related bonds, notes, debentures,
     guarantees, collateral documents, instruments and agreements executed
     in connection therewith, in each case as such agreement, other
     agreements, instruments or documents may be amended, modified,
     supplemented, extended, renewed or refinanced (including by means of
     sales of debt securities to institutional investors) from time to
     time, including without limitation, increases or decreases from time
     to time in the amounts available for borrowings thereunder.

     3. NO RECOURSE AGAINST OTHERS. No past, present or future director,
officer, employee, incorporator, stockholder or agent of the Company, as
such, shall have any liability for any obligations of the Company under the
Notes, the Indenture or this Supplemental Indenture or for any claim based
on, in respect of, or by reason of, such obligations or their creation.

     4. NEW YORK LAW TO GOVERN. THE INTERNAL LAW OF THE STATE OF NEW YORK
SHALL GOVERN AND BE USED TO CONSTRUE THIS SUPPLEMENTAL INDENTURE BUT
WITHOUT GIVING EFFECT TO APPLICABLE PRINCIPLES OF CONFLICTS OF LAW TO THE
EXTENT THAT THE APPLICATION OF THE LAWS OF ANOTHER JURISDICTION WOULD BE
REQUIRED THEREBY.

     5. COUNTERPARTS. The parties may sign any number of copies of this
Supplemental Indenture. Each signed copy shall be an original, but all of
them together represent the same agreement.

     6. EFFECT OF HEADINGS. The Section headings herein are for convenience
only and shall not affect the construction hereof.

     7. THE TRUSTEE. The Trustee shall not be responsible in any manner
whatsoever for or in respect of the validity or sufficiency of this
Supplemental Indenture or for or in respect of the recitals contained
herein, all of which recitals are made solely by the Company.

     IN WITNESS WHEREOF, the parties hereto have caused this Supplemental
Indenture to be duly executed and attested, all as of the date first above
written.

Dated: November 5, 2004

                                    Dobson Communications Corporation


                                    By:         BRUCE R. KNOOIHUIZEN
                                          Name: Bruce R. Knooihuizen
                                          Title: Executive Vice President


                                    Bank of Oklahoma, National Association,
                                     as Trustee


                                    By:   RACHEL REDD-SINGLETON
                                          Authorized Signatory