Exhibit 10.2

                 AMENDMENT, WAIVER, AND CONSENT

     THIS AMENDMENT, WAIVER, AND CONSENT (this "Amendment") is
entered into as of June 19, 2000, among DOBSON OPERATING CO.,
L.L.C., an Oklahoma limited liability company ("DOC"), the
Required Lenders under the Credit Agreement (hereinafter
defined), BANK OF AMERICA, N.A., in its capacity as
Administrative Agent for the Lenders under the Credit Agreement
("Administrative Agent"), and Guarantors under the Credit
Agreement (hereinafter defined).

     Reference is made to the Amended, Restated, and Consolidated
Revolving Credit and Term Loan Agreement, dated as of January 18,
2000 (as amended, modified, supplemented, or restated from time
to time, the ("Credit Agreement"), among DOC, as Borrower,
Administrative Agent, First Union National Bank and PNC Bank,
National Association, as Co-Documentation Agents, Toronto
Dominion (Texas), Inc. and Lehman Commercial Paper Inc., as Co-
Syndication Agents, certain Managing Agents, and Co-Agents
defined therein, and the Lenders party thereto.

     Unless otherwise defined in this Amendment, capitalized
terms used herein shall have the meaning set forth in the Credit
Agreement.  Unless otherwise indicated, all Paragraph references
herein are to Paragraphs in this Amendment.

                        R E C I T A L S

     A.   Dobson Communications Corporation ("Communications")
proposes to issue up to $300,000,000 of Senior Notes (the "New
Bond Debt"), a portion of the proceeds of which will be used as
follows: (i) to pay costs and expenses associated with the
issuance of the New Bond Debt and (ii) to fund a subordinated
loan to DOC which complies with the requirements of Section
9.12(d) of the Credit Agreement, which subordinated loan will, in
turn, be used to prepay the Revolver Principal Debt then
outstanding.

     B.   Borrower has informed Administrative Agent that it has
been unable to obtain the Consent of the General Partner and the
Initial Transaction Statement with respect to the Oklahoma RSA 3
Limited Partnership as required by Schedule 7.1A, item 6 and the
Security Agreement executed by Dobson Cellular Systems, Inc.

     C.   DOC and Communications have requested certain
amendments and waivers under the Credit Agreement, and Required
Lenders are willing to grant and agree to such amendments and
waivers, but only upon the conditions, among other things, that
DOC, Guarantors, and Required Lenders shall have executed and
delivered this Amendment and shall have agreed to the terms and
conditions of this Amendment.

     NOW, THEREFORE, in consideration of these premises and other
valuable consideration, the receipt and adequacy of which are
hereby acknowledged, the parties hereto agree, as follows:

Paragraph 1.   Amendments.

     1.1     Definitions.

     (a)  The definition of "Annualized Interest Expense" is
deleted in its entirety and replaced with the following
definition:

          "Annualized Interest Expense means (a) from
          the Closing Date through March 31, 2000, the
          Interest Expense of the Companies for the
          period from January 1, 2000, through March
          31, 2000, multiplied by four; (b) for the
          fiscal quarter ending June 30, 2000, (i) the
          sum of (x) the Debt of the Companies as of
          June 30, 2000, multiplied by the per annum
          average weighted interest rate on the Debt
          during such quarter plus (y) the aggregate
          principal amount of New Bond Debt as of June
          30, 2000, multiplied by the per annum
          interest rate on the New Bond Debt (such
          calculation in clause (y) being referred to
          herein, as the ("Communications Annualized
          Pro Forma Interest Expense"); (c) for the
          fiscal quarter ending September 30, 2000, the
          sum of (i) the Interest Expense of the
          Companies for the period from July 1, 2000,
          through September 30, 2000, multiplied by
          four plus (ii) the Communications Annualized
          Pro Forma Interest Expense; (d) for the
          fiscal quarter ending December 31, 2000, the
          sum of (i) the Interest Expense of the
          Companies for the period from July 1, 2000,
          through December 31, 2000, multiplied by two
          plus (ii) the Communications Annualized Pro
          Forma Interest Expense; and (e) for the
          fiscal quarter ending March 31, 2001, the sum
          of (i) the Interest Expense of the Companies
          for the period from July 1, 2000, through
          March 31, 2001, multiplied by 4/3 plus
          (ii) the Communications Annualized Pro Forma
          Interest Expense."

     (b)  The definition of "Applicable Margin" is amended as
follows: (i) by deleting the reference to "Leverage Ratio" in
such definition and substituting the words "Communications
Leverage Ratio" therefor, (ii) by deleting the reference to
"Permitted Acquisition Compliance Certificate for a Permitted
Acquisition" in clause(d)(i) and substituting therefor the words
"Permitted Acquisition Loan Closing Certificate for a Permitted
Acquisition," and (iii) by adding a proviso to clause (d)(i) as
follows:

          "; provided that if a Permitted Acquisition
          Loan Closing Certificate for a Permitted
          Acquisition is delivered after the end of a
          fiscal quarter but prior to the delivery of
          the Compliance Certificate for such quarter
          pursuant to Section 9.3, the Applicable
          Margin shall be based on the Permitted
          Acquisition Loan Closing Certificate for a
          Permitted Acquisition or the Compliance
          Certificate that results in the higher
          Applicable Margin."

     (c)  The definition of "Communications Bond Debt" is deleted
in its entirety and replaced with the following definition:

          "Communications Bond Debt means (i) the
          Existing Bond Debt and (ii) the New Bond
          Debt."

     (d)  Clauses (a) and (b) of the definition of "Interest
Coverage Ratio" are amended by deleting the reference to
"September 30, 2000" in such clauses and substituting therefor
the date "March 31, 2001".

     (e)  The definition of "Interest Expense" is amended by
adding the following sentence at the end of such definition:

          "With respect to the calculation of Interest
          Expense for the Companies, Interest Expense
          shall include (without duplication) the
          aggregate amount of interest on the
          Communications Bond Debt (whether accrued or
          actually paid in cash)."

     (f)  The following definitions of "Communications Leverage
          Ratio," "Communications Total Debt," "Communications Operating
          Cash Flow," "Existing Bond Debt," New Bond Debt," "Supplemental
          Capital Expenditures," and "Supplemental Capital Expenditures
          Budget" shall be alphabetically inserted in Section 1.1 to read,
          as follows:

          "Communications Leverage Ratio means, with
          respect to Communications and its Restricted
          Subsidiaries, the ratio of (a) Communications
          Total Debt to (b) Communications Operating
          Cash Flow."

          "Communications Operating Cash Flow, as of
          any date of determination,  means the
          Operating Cash Flow of Communications and its
          Restricted Subsidiaries on a consolidated
          basis adjusted as required, with respect to
          any Cellular Partnership, to take into
          account any minority ownership when (and only
          when) intercompany Debt to all Companies from
          such Cellular Partnerships has been paid in
          full."

          "Communications Total Debt means (without
          duplication), as of any date of
          determination, for Communications and its
          Restricted Subsidiaries on a consolidated
          basis, the sum of all obligations for
          borrowed money, all payments required under
          non-compete agreements, capital lease
          obligations, amounts required under
          installment sales purchases, all debt or
          other financial obligations of others
          guaranteed by such Person, any amounts for
          which such Person is contingently liable to
          provide, as equity or debt, advances to other
          Persons, any Preferred Stock after the
          applicable Cash-Pay Date, and any other class
          or series of capital stock that by its terms
          is required to be redeemed prior to its
          stated final redemption date or otherwise
          requires cash dividend payments to be made
          prior to the final redemption of such stock.
          Communications Total Debt shall exclude any
          Subordinated Debt owed by any Company to
          Communications."

          "Existing Bond Debt means the 11:% Senior
          Notes due 2007 issued by Communications
          pursuant to that certain Indenture dated as
          of February 28, 1997, between Communications
          and United States Trust Company of New York,
          in an aggregate original principal amount of
          $160,000,000, and the documents and
          agreements evidencing and establishing such
          Debt, as the same may be amended from time to
          time in accordance with the terms thereof and
          hereof."

          "New Bond Debt means Senior Notes issued by
          Communications in June 2000, so long as
          (a) the aggregate original principal amount
          of such Senior Notes does not exceed
          $300,000,000, (b) the maturity date of such
          Senior Notes is later than March 31, 2008,
          (c) at least $200,000,000 of the proceeds of
          such New Bond Debt is loaned to Borrower
          pursuant to a subordinated loan that
          satisfies the requirements of Section
          9.12(d), and (d) all terms and conditions of
          such New Bond Debt and the documents and
          agreements evidencing and establishing such
          New Bond Debt  are acceptable to
          Administrative Agent (in its sole
          discretion)."

          "Supplemental Capital Expenditures means,
          with respect to Permitted Acquisitions, for
          any period of determination, the aggregate
          projected Capital Expenditures reflected on
          the Supplemental Capital Expenditure Budgets
          delivered in connection with such Permitted
          Acquisitions, so long as each such
          Supplemental Capital Expenditure Budget has
          been approved by Administrative Agent, Co-
          Syndication Agents, and Co-Documentation
          Agents, and the related Permitted Acquisition
          has been consummated."

          "Supplemental Capital Expenditures Budget
          means, with respect to any Permitted
          Acquisition, the budget detailing projected
          Capital Expenditures to the latest
          Termination Date and delivered in connection
          with such Permitted Acquisition pursuant to
          Section 7.2."

     1.2     Mandatory Prepayments.

     (a)  A new Section 3.3(b)(vi) is added as follows:

          A    (vi) Concurrently with the incurrence of
          the Subordinated Debt owed to Communications
          funded with all or a portion of the proceeds
          of the New Bond Debt, the Revolver Principal
          Debt shall be prepaid by an amount equal to
          100% of the Net Cash Proceeds realized by any
          Company from such incurrence of Subordinated
          Debt.  Such mandatory prepayment of Revolver
          Principal Debt shall reduce the Revolver
          Principal Debt (but not the Revolver
          Commitment unless a Default then exists or
          arises) and shall be applied ratably among
          the Revolver Lenders in proportion to the
          amount of their respective Revolver Principal
          Debt (in the case of a mandatory prepayment)
          or Committed Sums under the Revolver Facility
          (in the case of a mandatory commitment
          reduction)."

     (b)  The first sentence in the paragraph following Section
3.3(b)(vi) shall be deleted in its entirety and replaced with the
following:

          "Each commitment reduction or prepayment
          under this Section 3.3(b) (other than Section
          3.3(b)(vi)) shall be applied as follows
          unless a Default or Potential Default then
          exists or arises as a result therefrom
          (whereupon the provisions of Section 3.12(b)
          shall apply):"

     1.3     Conditions Precedent to a Permitted Acquisition.
The third sentence of Section 7.2 is deleted in its entirety and
the following sentence is substituted therefor:

          "All documentation delivered and satisfaction
          of conditions pursuant to the requirements of
          Section 7.2 must be satisfactory to
          Administrative Agent (and in the case of the
          Supplemental Capital Expenditures Budget,
          must be acceptable to Administrative Agent,
          Co-Syndication Agents, and Co-Documentation
          Agents)."

     1.4     Use of Proceeds.  The reference to "Communications
Bond Debt" in clause (c) of Section 8.1 is deleted and the words
"Existing Bond Debt" is substituted therefor.

     1.5     Payment of Obligation.  The reference to "and
Section 9.21" in the second sentence of Section 9.6 shall be
deleted therefrom.

     1.6     Loans, Advances, Investments, and Restricted
Payments.

     (a)  Clause (m)(i) of Section 9.20 is amended by striking
the words "in effect on the Closing Date" from such clause.

     (b)  The reference to "Communications Bond Debt" in clause
(u) of Section 9.20 is deleted and the words "Existing Bond Debt"
is substituted therefor.

     1.7     Financial Covenants.

     (a)  The Pro Forma Debt Service Coverage covenant set forth
in Section 9.29(b) is amended by substituting the following table
for the table set forth at the end of such Section:


     Period                      Pro Forma Debt Service Ratio
     ------                      ----------------------------

     On and after the Closing    1.15 to 1
     Date to and including
     December 31, 2001

     On and after January 1,     1.25 to 1
     2002, to and including
     December 31, 2002

     On and after January 1,     1.50 to 1
     2003

     (b)  The Interest Coverage covenant set forth in Section
9.29(c) is amended by substituting the following table for the
table set forth at the end of such Section:


     Period                      Interest Coverage Ratio
     ------                      -----------------------

     On and after the Closing    1.40 to 1
     Date to and including
     June 29, 2000

     On and after June 30,       1.25 to 1
     2000, to and including
     December 30, 2000

     On and after December 31,   1.40 to 1
     2000, to and including
     June 29, 2001

     On and after June 30,       1.50 to 1
     2001, to and including
     December 30, 2001

     On and after December 31,   1.60 to 1
     2001, to and including
     September 29, 2002

     On and after September      1.75 to 1
     30, 2002, to and
     including December 30,
     2002

     On and after December 31,   2.00 to 1
     2002, to and including
     March 30, 2003

     On and after March 31,      2.25 to 1
     2003

     (c)  The Fixed Charge Coverage covenant set forth in Section
9.29(d) is amended to change the commencement date thereof and
the compliance requirements as follows: (i) by deleting the
reference to "December 31, 2001" in the first clause thereof and
substituting therefor the date "June 30, 2002", and (ii) by
substituting the following table for the table set forth at the
end of such Section:


     Period                        Fixed Charge Coverage Ratio
     ------                        ---------------------------

     On and after June 30, 2002,   1.05 to 1
     to and including December
     31, 2002

     On and after January 1, 2003  1.15 to 1

     (d)  Section 9.29(e) is deleted in its entirety and the
following provision is substituted therefor:

     "(e) Capital Expenditures.  Borrower shall not permit
     Capital Expenditures for any period of determination to
     exceed the amount shown in the table below which
     corresponds to such period of determination:


          Period               Permitted Capital Expenditures
          ------               ------------------------------

          Calendar year 2000   $110,000,000

          Calendar year 2001   $80,000,000

     ; provided, however, (i) that the permitted Capital
     Expenditures of the Companies for any period of
     determination may be increased by an amount equal to
     the aggregate Supplemental Capital Expenditures for
     such period, but in no event shall the Capital
     Expenditures permitted by this Section 9.29(e) exceed
     $140,000,000 in calendar year 2000 and $100,000,000 in
     calendar year 2001 and (ii) that an amount equal to the
     lesser of (x) $20,000,000 and (y) the difference
     between $69,000,000 and the amount of Capital
     Expenditures of the Companies during calendar year 1999
     may be carried forward to fiscal year 2000, such that
     such amount may be used in fiscal year 2000 only after
     all permitted Capital Expenditures for fiscal year 2000
     (as set forth above) have been expended."

  1.8     Covenants of Communications.

  (a)    Section 9.30(a) is deleted in its entirety and the
following provision is substituted therefor:

     "(a) Debt.  Communications shall not borrow any monies
     or create any Debt, except (i) to the extent still
     outstanding after the Closing Date, up to $10,000,000
     of the Existing Bond Debt; (ii) Debt arising under the
     New Bond Debt; (iii) Debt arising under Financial
     Hedges permitted by, and in compliance with, Section
     9.26(c); and (iv) Debt of Communications owed to
     Borrower permitted by, and in compliance with, Sections
     9.20(m) and (p)."

  (b)    Section 9.30(e) is deleted in its entirety and the
following provision is substituted therefor:

     "(e) Communications Bond Debt, Preferred Stock, and
     Exchange Debentures.  Other than with respect to the
     tender offer and consent solicitation regarding the
     Existing Bond Debt occurring on the Closing Date,
     Communications shall not (i) amend or modify any
     provision of, or waive any condition under, any
     document or instrument evidencing or relating to the
     Communications Bond Debt, the Preferred Stock, or the
     Exchange Debentures, including, without limitation, the
     Indenture for either issuance of Communications Bond
     Debt, the Certificate of Designation for any Preferred
     Stock, and the related documents or indentures
     evidencing or creating any Exchange Debentures;
     (ii) make any optional redemptions, prepayments, or
     other payments on either issuance of Communications
     Bond Debt, any Preferred Stock, or any Exchange
     Debentures, other than (x) regularly scheduled interest
     payment on each issuance of Communications Bond Debt,
     (y) regularly-scheduled required cash dividends on each
     series of Preferred Stock on and after the respective
     Cash-Pay Date for such series of Preferred Stock, or
     (z) regularly scheduled dividends on the Preferred
     Stock, paid solely in the form of additional shares of
     Preferred Stock having an aggregate liquidation
     preference equal to the amount of such dividends;
     provided that, in lieu of issuing any partial shares of
     Preferred Stock to pay any non-cash dividend permitted
     by this clause (z), Communications may pay cash
     dividends in an amount not to equal or exceed $1,000
     for any quarterly dividend period; (iii) use Restricted
     Payments, loans, advances, or investments received from
     Borrower (other than Restricted Payments, loans,
     advances, or investments made pursuant to Sections
     9.20(p), (q), (s), (t), or (u)) for any purpose, other
     than (x) to make regularly scheduled interest payments
     on the Communications Bond Debt, or (y) after
     January 15, 2003, to pay regularly scheduled dividends
     on the Preferred Stock.  Upon receipt of any
     Distribution of the Class A Preferred Stock made
     pursuant to Section 9.20(t), Communications shall
     cancel and retire all of the Class A Preferred Stock
     consistent with its contemplated plan of
     recapitalization in connection with the initial public
     offering.  Upon the issuance of the New Bond Debt,
     Communications shall make a subordinated loan that
     satisfies the requirements of Section 9.12(d) to
     Borrower in an original principal amount of not less
     than $200,000,000."

  1.9     Exhibit E-2.  The Form of Permitted Acquisition
Compliance Certificate set forth on Exhibit E-2 to the Credit
Agreement, is deleted in its entirety and the document labeled
Exhibit E-2, Revised Form of Permitted Acquisition Compliance
Certificate attached hereto shall be substituted therefor.

Paragraph 2.   Waiver.  Subject to and upon the terms and
conditions herein specified, the Lenders agree not to exercise
their Rights under the Credit Agreement and related Loan
Documents solely as a result of noncompliance with the
requirements of the Security Agreement delivered by Dobson
Cellular Systems, Inc. and Schedule 7.1A, item 6 with respect to
the delivery of the Consent of the General Partner and the
Initial Transaction Statement with respect to the Oklahoma RSA 3
Limited Partnership; so long as, the Companies in the aggregate
own not more than a 5% limited partnership interest in Oklahoma
RSA 3 Limited Partnership.

Paragraph 3.   Amendment Fees.  On the Effective Date, Borrower
shall pay (a) to Administrative Agent (for the ratable benefit of
the Revolver Lenders consenting to this Amendment on or prior to
the Effective Date, the "Consenting Revolver Lenders"), an
amendment fee in an amount equal to 0.25% of the aggregate
Committed Sums under the Revolver Facility of each Consenting
Revolver Lender as of the Effective Date and (b) to
Administrative Agent (for the ratable benefit of the Term Loan A
Lenders, the Term Loan B Lenders, and the Discretionary Lenders
consenting to this Amendment on or prior to the Effective Date,
the "Consenting Term Loan Lenders"), an amendment fee in an
amount equal to 0.25% of the aggregate Term Loan A Principal
Debt, Term Loan B Principal Debt, or Discretionary Principal Debt
owed to the Consenting Term Loan Lenders as of the Effective
Date.  The failure of Borrower to comply with the provisions of
this Paragraph 3 shall constitute a payment Default entitling
Lenders to exercise their respective Rights under the Loan
Documents.

Paragraph 4.   Conditions.  Notwithstanding any contrary
provision, this Amendment is not effective until the date upon
which (a) the representations and warranties in this Amendment
are true and correct; (b) Administrative Agent receives an
opinion of counsel acceptable to Administrative Agent addressed
to Administrative Agent and the Lenders that the issuance of the
New Bond Debt does not constitute a "default" or "event of
default" or other breach or noncompliance with the terms and
provisions of the existing Communications Bond Debt, the Exchange
Debentures, or the Preferred Stock, including any event which
would create voting rights in the holders of the Preferred Stock;
(c) Administrative Agent receives counterparts of this Amendment
executed by DOC, each Guarantor, and Required Lenders;
(d) evidence satisfactory to Administrative Agent that
Communications has received a minimum of $300,000,000 in proceeds
from the issuance of the New Bond Debt, and that Communications
has loaned at least $200,000,000 to DOC pursuant to a
subordinated loan that satisfies the requirements of Section
9.12(d); and (e) payment of the amendment fees required to be
paid to consenting Lenders and Administrative Agent on the
Effective Date pursuant to Paragraph 3 hereof.  On the Business
Day upon which all of the preceding conditions precedent are
satisfied, this Amendment shall be effective (the "Effective
Date").

Paragraph 5.   Compliance with Amendment Requirements.  The
failure of DOC, its Subsidiaries, or any Guarantor to comply with
the conditions (including, without limitation, the conditions set
forth in Paragraph 4(a)) or limitations set forth in this
Amendment on and after the Effective Date hereof shall constitute
a Default under the Credit Agreement, entitling the Lenders to
exercise their Rights under the Loan Documents.

Paragraph 6.   Acknowledgment and Ratification.  As a material
inducement to Administrative Agent and  the Lenders to execute
and deliver this Amendment, DOC and each Guarantor (i) consent to
the agreements in this Amendment and (ii) agree and acknowledge
that the execution, delivery, and performance of this Amendment
shall in no way release, diminish, impair, reduce, or otherwise
affect the respective obligations of DOC or Guarantors under
their respective Collateral Documents, which Collateral Documents
shall remain in full force and effect, and all Liens, guaranties,
and Rights thereunder are hereby ratified and confirmed.

Paragraph 7.   Representations.  As a material inducement to
Administrative Agent and Lenders to execute and deliver this
Amendment, DOC and each Guarantor represent and warrant to such
parties (with the knowledge and intent that the Lenders and
Administrative Agent are relying upon the same in entering into
this Amendment) that as of the Effective Date of this Amendment
and as of the date of execution of this Amendment:  (a) all
representations and warranties in the Loan Documents are true and
correct in all material respects as though made on the date
hereof, except to the extent that (i) any of them speak to a
different specific date or (ii) the facts on which any of them
were based have been changed by transactions permitted by the
Loan Documents; (b) no Default or Potential Default exists; and
(c) this Amendment has been duly authorized and approved by all
necessary corporate action and requires the consent of no other
Person, and upon execution and delivery, this Amendment shall be
binding and enforceable against DOC and each Guarantor in
accordance with its terms.

Paragraph 8.   Expenses.  DOC shall pay all costs, fees, and
expenses paid or incurred by Administrative Agent incident to
this Amendment, including, without limitation, the reasonable
fees and expenses of Administrative Agent's counsel in connection
with the negotiation, preparation, delivery, and execution of
this Amendment and any related documents.

Paragraph 9.   Miscellaneous.

  9.1    This Amendment is a "Loan Document" referred to in the
Credit Agreement, and the provisions of Sections 13 of the Credit
Agreement are incorporated herein by reference. Unless stated
otherwise (a) the singular number includes the plural and vice
versa and words of any gender include each other gender, in each
case, as appropriate, (b) headings and captions may not be
construed in interpreting provisions, (c) this Amendment must be
construed, and its performance enforced, under New York law, and
(d) this Amendment may be executed in any number of counterparts
with the same effect as if all signatories had signed the same
document, and all of those counterparts must be construed
together to constitute the same document.

  9.2    The Loan Documents shall remain unchanged and in full
force and effect, except as provided in this Amendment, and are
hereby ratified and confirmed.  On and after the Effective Date,
all references to the "Credit Agreement" shall be to the Credit
Agreement as herein amended.  The execution, delivery, and
effectiveness of this Amendment shall not, except as expressly
provided herein, operate as a waiver of any Rights of Lenders
under any Loan Document, nor constitute a waiver under any of the
Loan Documents.

Paragraph 10.  Entireties.  This Amendment represents the final
agreement between the parties about the subject matter of this
Amendment and may not be contradicted by evidence of prior,
contemporaneous, or subsequent oral agreements of the parties.
There are no unwritten oral agreements between the parties.

Paragraph 11.  Parties.  This Amendment binds and inures to DOC,
Administrative Agent, Lenders, Guarantors, and their respective
successors and assigns.

  The parties hereto have executed this Amendment in multiple
counterparts on the date stated on the signature pages hereto,
but effective as of Effective Date.

            [Remainder of Page Intentionally Blank.
                    Signature Pages Follow.]

<PAGE>
                         DOBSON OPERATING CO., L.L.C.,
                         as Borrower

                         By:  RICHARD D. SEWELL JR.
                              Name:    Richard D. Sewell Jr.
                              Title:   Treasurer

                         DOBSON COMMUNICATIONS CORPORATION,
                         as Guarantor

                         By:  RICHARD D. SEWELL JR.
                              Name:    Richard D. Sewell Jr.
                              Title:   Treasurer



                         DOBSON CELLULAR SYSTEMS, INC., as Guarantor

                         By:  RICHARD D. SEWELL JR.
                              Name:    Richard D. Sewell Jr.
                              Title:   Treasurer

                         OKLAHOMA RSA 5 LIMITED PARTNERSHIP, as
                         Guarantor

                         By:  OKLAHOMA INDEPENDENT RSA 5
                              PARTNERSHIP, its Managing General
                              Partner

                              By:  DOBSON CELLULAR SYSTEMS, INC.,
                                   as Managing General Partner

                                   By:  RICHARD D. SEWELL JR.
                                        Name:  Richard D. Sewell Jr.
                                        Title: Treasurer


                         OKLAHOMA RSA 7 LIMITED PARTNERSHIP, as
                         Guarantor

                         By:  OKLAHOMA INDEPENDENT RSA 7
                              PARTNERSHIP, its Managing General
                              Partner

                              By:  DOBSON CELLULAR SYSTEMS, INC.,
                                   its Managing General Partner

                                   By:  RICHARD D. SEWELL JR.
                                        Name:  Richard D. Sewell Jr.
                                        Title: Treasurer

                         TEXAS RSA NO. 2 LIMITED PARTNERSHIP, as
                         Guarantor

                         By:  DOBSON CELLULAR SYSTEMS, INC., its
                              Managing General Partner

                              By:  RICHARD D. SEWELL JR.
                                   Name:    Richard D. Sewell Jr.
                                   Title:   Treasurer

                         SANTA CRUZ CELLULAR TELEPHONE, INC., as Guarantor

                         By:  RICHARD D. SEWELL JR.
                              Name:    Richard D. Sewell Jr.
                              Title:   Treasurer

                         BANK OF AMERICA, N.A., as Administrative
                         Agent and a Lender

                         By:  JULIE A. SCHELL
                              Name:    Julie A. Schell
                              Title:   Principal

                         ARCHIMEDES FUNDING III LTD

                         By:  ING Capital Advisors LLC, as
                              Collateral Manager

                              By:  JONATHAN DAVID
                                   Name:  Jonathan David
                                   Title: Vice President

                         AVALON CAPITAL LTD.

                         By:  INVESCO Senior Secured Management,
                              Inc., as Portfolio Advisor

                              By:  KATHLEEN A. LENARCIC
                                   Name:  Kathleen A. Lenarcic
                                   Title: Authorized Signatory

                         AVALON CAPITAL LTD. 2

                         By:  INVESCO Senior Secured Management,
                              Inc., as Portfolio Advisor

                              By:  KATHLEEN A. LENARCIC
                                   Name:  Kathleen A. Lenarcic
                                   Title: Authorized Signatory

                         THE BANK OF NOVA SCOTIA, as a Lender

                              By:  VINCENT J. FITZGERALD JR.
                                   Name:  Vincent J. Fitzgerald Jr.
                                   Title: Authorized Signatory

                         BARCLAYS BANK PLC, as a Lender

                              By:  DANIELE IACOVONE
                                   Name:  Daniele Iacovone
                                   Title: Director

                         BEDFORD CDO, LIMITED

                         By:  Pacific Investment Management
                              Company LLC, as its investment
                              advisor

                              By:  MOHAN V. PHANSALKAR
                                   Name:  Mohan V. Phansalkar
                                   Title: Senior Vice President

                         CATALINA CDO LTD.

                         By:  Pacific Investment Management
                              Company LLC, as its investment
                              advisor

                              By:  MOHAN V. PHANSALKAR
                                   Name:  Mohan V. Phansalkar
                                   Title: Senior Vice President

                         CERES II FINANCE LTD.

                         By:  INVESCO Senior Secured Management
                              Inc., as Sub-Managing Agent
                              (Financial)

                              By:  KATHLEEN A. LENARCIC
                                   Name:  Kathleen A. Lenarcic
                                   Title: Authorized Signatory

                         CANADIAN IMPERIAL BANK OF COMMERCE, as a
                         Lender

                              By:  LAURA HORN
                                   Name:    Laura Horn
                                   Title:   Executive Director,
                                   CIBC World Markets Corp. as
                                   Agent

                         CIBC INC., as a Lender

                              By:  LAURA HORN
                                   Name:  Laura Horn
                                   Title: Executive Director,
                                   CIBC World Markets Corp. as
                                   Agent

                         THE CIT GROUP - EQUIPMENT FINANCING, as
                         a Lender

                              By:  KARATIE J. SAUNDERS
                                   Name:  Karatie J. Saunders
                                   Title: Analyst

                         CN LOAN FUND, as a Lender

                              By:  AARON COHEN
                                   Name:  Aaron Cohen
                                   Title: Vice President

                         COBANK ACB, as a Lender

                              By:  ANITA YOUNGBLOOD
                                   Name:  Anita Youngblood
                                   Title: Vice President

                         COLUMBUS LOAN FUNDING LTD., as a Lender

                         By:  Travelers Asset Management
                              International Company LLC

                              By:  JOHN W. PETCHILER
                                   Name:  John W. Petchiler
                                   Title: Second Vice President

                         CONTINENTAL ASSURANCE COMPANY SEPARATE
                         ACCOUNT (E)

                         By:  TWC Asset Management Company as
                              Attorney-in-Fact

                              By:  MARK L. GOLD
                                   Name:  Mark L. Gold
                                   Title: Managing Director

                              By:  JONATHAN R. INSULL
                                   Name:  Jonathan R. Insull
                                   Title: Senior Vice President

                         CREDIT LYONNAIS NEW YORK BRANCH, as a
                         Lender

                         By:  MARK A. CONDELLONE
                              Name:  Mark A. Condellone
                              Title: FVP

                         DELANO COMPANY

                         By:  Pacific Investment Management
                              Company LLC, as its investment
                              advisor

                              By:  MOHAN V. PHANSALKAR
                                   Name:  Mohan V. Phansalkar
                                   Title: Senior Vice President

                         BANKERS TRUST CO., as a Lender

                         By:  GREGORY P. SHIELDS
                              Name:  Gregory P. Shields
                              Title: Director

                         THE DAI-ICHI KANGYO BANK, LTD as a
                         Lender

                         By:  DANIEL GUEVARA
                              Name:  Daniel Guevara
                              Title: Assistant Vice President

                         DRESDNER BANK AG NEW YORK AND GRAND
                         CAYMAN BRANCHES, as a Lender

                         By:  WILLIAM E. LAMBART
                              Name:  William E. Lambart
                              Title: Vice President

                         By:  BRIAN SCHNEIDER
                              Name:  Brian Schneider
                              Title: Assistant Vice President

                         EATON VANCE INSTITUTIONAL SENIOR LOAN
                         FUND, as a Lender

                         By:  Eaton Vance Management As
                              Investment Advisor

                              By:  SCOTT H. PAGE
                                   Name:  Scott H. Page
                                   Title: Vice President

                         EATON VANCE SENIOR INCOME TRUST, as a
                         Lender

                         By:  Eaton Vance Management As
                              Investment Advisor

                              By:  SCOTT H. PAGE
                                   Name:  Scott H. Page
                                   Title: Vice President

                         ELC CAYMAN LTD. 2000-I, as a Lender

                         By:  ADRIENNE MUSGNUG
                              Name:  Adrienne Musgnug
                              Title: Director

                         FIRSTRUST BANK, as a Lender

                         By:  E. A. D'ANCONA
                              Name:  E. A. D'Ancona
                              Title: Executive Vice President

                         FIRST UNION NATIONAL BANK, as a Lender

                         By:  HARRY E. ELLIS
                              Name:  Harry E. Ellis
                              Title: Managing Director, Senior
                              Vice President

                         GALAXY CLO 1999-1, LTD, as a Lender

                         By:  SAL Investment Advisor, Inc., as
                              its Collateral Manager

                              By:  JOHN LAPHAM
                                   Name:  John Lapham
                                   Title: Authorized Agent

                         KZH CRESCENT LLC, as a Lender

                         By:  SUSAN LEE
                              Name:  Susan Lee
                              Title: Authorized Agent

                         KZH CRESCENT-3 LLC, as a Lender

                         By:  SUSAN LEE
                              Name:  Susan Lee
                              Title: Authorized Agent

                         KZH CYPRESS TREE - 1 LLC, as a Lender

                         By:  SUSAN LEE
                              Name:  Susan Lee
                              Title: Authorized Agent

                         KZH RIVERSIDE LLC, as a Lender

                         By:  SUSAN LEE
                              Name:  Susan Lee
                              Title: Authorized Agent

                         KZH SOLEIL LLC, as a Lender

                         By:  SUSAN LEE
                              Name:  Susan Lee
                              Title: Authorized Agent

                         KZH SOLEIL - 2 LLC, as a Lender

                         By:  SUSAN LEE
                              Name:  Susan Lee
                              Title: Authorized Agent

                         KZH ING - 3 LLC, as a Lender

                         By:  SUSAN LEE
                              Name:  Susan Lee
                              Title: Authorized Agent

                         LEHMEN COMMERCIAL PAPER INC. , as a
                         Lender

                         By:  MICHELE SWANSON
                              Name:  Michele Swanson
                              Title: Authorized Signatory

                         FIRSTAR BANK, N.A. , as a Lender

                         By:  MICHAEL J. HOMEYER
                              Name:  Michael J. Homeyer
                              Title: Vice President

                         MORGAN STANLEY DEAN WITTER PRIME INCOME
                         TRUST, as a Lender

                         By:  SHEILA FINNERTY
                              Name:  Sheila Finnerty
                              Title: Senior Vice President

                         NATEXIS BANQUE, as a Lender

                         By:  EVAN S. KRAUS
                              Name:  Evan S. Kraus
                              Title: Assistant Vice President

                         By:  CYNTHIA F. SACHS
                              Name:  Cynthia F. Sachs
                              Title: VP, Group Manager

                         NORTH AMERICAN SENIOR FLOATING RATE FUND

                         By:  CypressTree Investment Management
                              Company, Inc., as Portfolio Manager

                              By:  JONATHAN D. SHARKEY
                                   Name:  Jonathan D. Sharkey
                                   Title: Principal

                         OLYMPIC FUNDING TRUST SERIES 1991-1, as
                         a Lender

                         By:  ASHLEY R. HAMILTON
                              Name:  Ashley R. Hamilton
                              Title: Authorized Agent

                         OXFORD STRATEGIC INCOME FUND, as a
                         Lender

                         By:  Eaton Vance Management As
                              Investment Advisor

                              By:  SCOTT H. PAGE
                                   Name:  Scott H. Page
                                   Title: Vice President

                         BNP PARIBAS, as a Lender

                         By:  DARLYNN ERNST KITCHER
                              Name:  Darlynn Ernst Kitcher
                              Title: Vice President

                         By:  JOHN W. KOOCHE
                              Name:  John W. Kooche
                              Title: Director

                         PILGRIM PRIME RATE TRUST, as a Lender

                         By:  Pilgrim Investments Inc. as its
                              investment manager

                              By:  ELIZABETH O. MACLEAN
                                   Name:  Elizabeth O. MacLean
                                   Title: Vice President

                         PNC BANK, NATIONAL ASSOCIATION, as a
                         Lender

                         By:  STEVEN J. MCGEHRIN
                              Name:  Steven J. McGehrin
                              Title: Vice President

                         PPM SPYGLASS FUNDING TRUST, as a Lender

                         By:  ASHLEY R. HAMILTON
                              Name:  Ashley R. Hamilton
                              Title: Authorized Agent

                         SENIOR DEBT PORTFOLIO, as a Lender

                         By:  Boston Management and Research as
                              Investment Advisor

                              By:  SCOTT M. PAGE
                                   Name:  Scott M. Page
                                   Title: Vice President

                         SEQUILS I, LTD, as a Lender

                         By:  TCW Advisors Inc., as its
                              Collateral Manager

                              By:  MARK L. GOLD
                                   Name:  Mark L. Gold
                                   Title: Managing Director

                              By:  JONATHAN R. INSULL
                                   Name:  Jonathan R. Insull
                                   Title: Senior Vice
                                   President

                         SEQUILS-ING I (HBDGM), LTD

                         By:  ING Capital Advisors LLC as
                              Collateral Manager

                              By:  JONATHAN DAVID
                                   Name:  Jonathan David
                                   Title: Vice President

                         SRF TRADING, INC., as a Lender

                         By:  ASHLEY R. HAMILTON
                              Name:  Ashley R. Hamilton
                              Title:    Assistant Vice President

                         LIBERTY-STEIN ROE ADVISOR FLOATING RATE
                         ADVANTAGE FUND, as a Lender

                         By:  Stein Roe & Farnham Incorporated,
                              as Advisor

                              By:  BRIAN W. GOOD
                                   Name:  Brian W. Good
                                   Title: Senior Vice
                                   President & Portfolio Manager

                         STEIN ROE FLOATING RATE LIMITED
                         LIABILITY COMPANY, as a Lender

                         By:  BRIAN W. GOOD
                              Name:  Brian W. Good
                              Title: Senior Vice President
                                   Stein Roe & Farnham
                                   Incorporated, as Advisor to
                                   the Stein Roe Floating Rate
                                   Limited Liability Company

                         SUMMIT BANK, as a Lender

                         By:  DONALD J. OBERG, JR.
                              Name:  Donald J. Oberg, Jr.
                              Title: Vice President

                         FRANKLIN FLOATING RATE MASTER SERIES, as
                         a Lender

                         By:  CHAUNCEY LUFKIN
                              Name:  Chauncey Lufkin
                              Title: Vice President

                         FRANKLIN FLOATING RATE TRUST, as a
                         Lender

                         By:  CHAUNCEY LUFKIN
                              Name:  Chauncey Lufkin
                              Title: Vice President

                         THE FUJI BANK, LIMITED, as a Lender

                         By:  MASAHITO EUKUDA
                              Name:  Masahito Eukuda
                              Title: Senior Vice President

                         KEY CORPORATE CAPITAL INC. , as a Lender

                         By:  LAURA E. FINLIN
                              Name:  Laura E. Finlin
                              Title: Corporate Banking Officer

                         FRANKLIN FLOATING RATE MASTER SERIES, as
                         a Lender

                         By:  CHAUNCEY LUFKIN
                              Name:  Chauncey Lufkin
                              Title: Vice President

                         SUNTRUST BANK, as a Lender

                         By:  W. DAVID WISDOM
                              Name:  W. David Wisdom
                              Title: Vice President

                         SWISS LIFE US RAINBOW LIMITED

                         By:  ING Capital Advisors LLC, as
                         Investment Manager

                              By:  JONATHAN DAVID
                                   Name:  Jonathan David
                                   Title: Vice President

                         SYNDICATED LOAN FUNDING TRUST, as a
                         Lender

                         By:  Lehman Commercial Paper Inc., not
                              in its individual capacity, but
                              solely as Asset Manager

                              By:  G. ANDREW KEITH
                                   Name:  G. Andrew Keith
                                   Title: Authorized Signatory

                         TORONTO DOMINION (TEXAS), INC. , as a
                         Lender

                         By:  ANN S. SLANIS
                              Name:  Ann S. Slanis
                              Title: Vice President

                         TRAVELERS CORPORATE LOAN FUND INC., as a
                         Lender

                         By:  Travelers Asset Management
                              International Company LLC

                              By:  JOHN W. PETCHLER
                                   Name:  John W. Petchler
                                   Title: Second Vice
                                   President

                         THE TRAVELERS INSURANCE COMPANY, as a
                         Lender

                         By:  JOHN W. PETCHLER
                              Name:  John W. Petchler
                              Title: Second Vice President

                         UNION BANK OF CALIFORNIA, N.A., as a
                         Lender

                         By:  CRAIG R. COPPER
                              Name:  Craig R. Copper
                              Title: Assistant Vice President

                         UNITED OF OMAHA LIFE INSURANCE COMPANY

                         By:  TCW Asset Management Company, its
                              Investment Advisor

                              By:  MARK L. GOLD
                                   Name:  Mark L. Gold
                                   Title: Managing Director

                              By:  JONATHAN R. INSULL
                                   Name:  Jonathan R. Insull
                                   Title: Senior Vice
                                   President

                         U.S. BANK NATIONAL ASSOCIATION, as a
                         Lender

                         By:  ANDY MCDONALD
                              Name:  Andy McDonald
                              Title: Senior Vice President

                         VAN KAMPEN PRIME RATE INCOME TRUST

                         By:  Van Kampen Investment Advisory
                              Corp.

                              By:  DARVIN D. PIERCE
                                   Name:  Darvin D. Pierce
                                   Title: Vice President

                         WEBSTER BANK, as a Lender

                         By:  TCW Asset Management Company, its
                              Investment Advisor

                              By:  BARBARA E. HILLMEYER
                                   Name:  Barbara E. Hillmeyer
                                   Title: Vice President

                         KEMPER FLOATING RATE FUND, as a Lender

                         By:  KELLY D. BABSON
                                   Name:  Kelly D. Babson
                                   Title: Managing Director

<PAGE>

                          EXHIBIT E-2

  REVISED FORM OF PERMITTED ACQUISITION COMPLIANCE CERTIFICATE

                    DATE:               ,

ADMINISTRATIVE AGENT:         Bank of America, N.A.

BORROWER:                     Dobson Operating Co., L.L.C.
                              (successor by merger with Dobson
                              Operating Company and Dobson
                              Cellular Operations Company)


   This Permitted Acquisition Compliance Certificate (the
"Certificate") is delivered under the Amended, Restated, and
Consolidated Revolving Credit and Term Loan Agreement, dated as
of January 18, 2000 (as amended, modified, supplemented, or
restated from time to time, the "Credit Agreement"), among
Borrower, Administrative Agent, and Lenders party thereto.
Capitalized terms used herein and not otherwise defined herein
shall have the meanings given to such terms in the Credit
Agreement.

1. Notification of Proposed Acquisition.

   Borrower hereby notifies Administrative Agent that
                                [Borrower or any Restricted
Subsidiary of Borrower] intends to acquire the [stock/assets] of
(the "Subject Acquisition"), on                     , 20
(the "Acquisition Date") [in exchange for                    ].
In connection with the Subject Acquisition and in satisfaction of
certain conditions precedent to the qualification of the Subject
Acquisition as a "Permitted Acquisition" under the Loan
Documents, the following is attached hereto:

   Annex A:    which demonstrates compliance with the Purchase
               Price requirements for a "Permitted Acquisition" and
               the required availability under the Revolver Facility;

   Annex B:    which sets forth calculations demonstrating pro
               forma compliance with the financial covenants in
               Section 9.29 and additional covenants in Sections 9.12,
               9.13, 9.20, and 9.22 of the Credit Agreement, after
               giving effect to the Subject Acquisition;

   Annex C:    which sets forth a pro forma income and balance
               sheet for the Companies, after giving effect to the
               Subject Acquisition;

   Annex D:    which sets forth cash flow projections for
               the Subject Acquisition through the last-to-occur of
               the then-effective Termination Dates ; and

   Annex E:    which sets forth the Capital Expenditures
               projected for the Subject Acquisition from the
               consummation date of the Subject Acquisition through
               the last-to occur of the then-effective Termination
               Dates (the "Supplemental Capital Expenditures Budget").

2. Certifications.     On and as of the date of this
   Certificate, Borrower certifies to Administrative Agent and
   Lenders that the following statements are true and correct on
   the date hereof and will be true and correct on the closing
   date of the Subject Acquisition:

   (a)        All of the representations and warranties in the
          Credit Agreement are true and correct (except to the
          extent that (i) the representations and warranties
          speak to a specific date or (ii) the facts on which
          such representations and warranties are based have been
          changed by transactions permitted by the Loan Documents
          and, if applicable, supplemental Schedules have been
          delivered with respect thereto and, when necessary,
          approved by Required Lenders);

   (b)        No Default or Potential Default exists nor will
          occur as a result of, and after giving effect to, the
          Subject Acquisition;

   (c)        The company(ies) being acquired is (are) engaged
          in, or the assets being acquired are used in, the
          domestic cellular industry;

   (d)        To the extent the Subject Acquisition is
          structured as a merger, Borrower (or if such merger is
          with any Restricted Subsidiary of Borrower, then a
          domestic entity that is or becomes a Restricted
          Subsidiary) is the surviving entity after giving effect
          to such merger;

   (e)        To the extent that the Subject Acquisition is
          structured as a stock/equity acquisition, the acquiring
          Company will own not less than 75% of the entity being
          acquired and such acquired entity will be a domestic
          entity that is or becomes a Restricted Subsidiary;

   (f)        A true and correct copy of the Purchase Agreement
          and all amendments, exhibits, and schedules thereto
          (the "Purchase Documents") have been delivered to
          Administrative Agent no later than the dates required
          by the Loan Documents and such Purchase Documents
          continue to be true and correct, and except for
          amendments, modifications, or supplements attached
          hereto as Annex F, such Purchase Documents have not
          been amended, modified, or supplemented since delivered
          to Administrative Agent;

   (g)        The Purchase Price for the Subject Acquisition
          does not exceed $200,000,000, and when aggregated with
          the purchase prices of all other Acquisitions and
          Permitted Asset Swaps consummated during the calendar
          year, does not exceed $400,000,000;

   (h)        To the extent the Subject Acquisition is a
          Permitted Asset Swap, the Subject Acquisition satisfies
          the requirements for a Permitted Asset Swap; and

   (i)        Immediately prior to the Subject Acquisition and
          after giving effect thereto and all Borrowings under
          the Revolver Facility to be made in connection
          therewith, there is at least $25 million of
          availability under the Revolver Commitment and all
          calculations required by Administrative Agent showing
          the same are attached hereto.

3. Acknowledgments and Confirmation.

   Borrower acknowledges that this Certificate and the attached
documents are being delivered in partial satisfaction of the
requirements for a "Permitted Acquisition," and further confirms
its understanding that the Subject Acquisition will not be a
"Permitted Acquisition" until satisfaction of each of the
criteria specified in the definition of "Permitted Acquisition"
in Section 1.1 of the Credit Agreement, including, without
limitation, satisfaction of the conditions precedent set forth in
Section 7.2 and on Schedule 7.2.

4. Further Assurances.

   Borrower shall timely deliver to Administrative Agent, upon
reasonable request by Administrative Agent, any documents,
certificates, or information relating to the Subject Acquisition
(including, without limitation, all information necessary to
enable Administrative Agent to complete any due diligence related
to the Company(ies) or the assets being acquired), which
documents or certificates shall be in form and substance
acceptable to Administrative Agent.

                              DOBSON OPERATING CO., L.L.C.
                              (successor by merger with Dobson
                              Operating Company and Dobson
                              Cellular Operations Company)


                              By:
                                   Name:
                                   Title:

<PAGE>
                            ANNEX A
        TO PERMITTED ACQUISITION COMPLIANCE CERTIFICATE

          Compliance with Purchase Price Requirements

A.   Purchase Price

     1.   Purchase Price of Subject Acquisition (not to exceed $200,000,000),
          the components of which are, as follows:          $____________

          A.   Cash                           $____________
          B.   Value of Capital Stock         $____________
          C.   Assumed Liabilities            $____________
          D.   Value of Property Exchanged
               (excluded from Purchase Price
                calculation for Permitted Asset
               Swaps only)                    $____________
          E.   Consulting Contracts           $____________
          F.   Non-Compete Agreements         $____________
     2.   Purchase Price of all other Permitted Acquisitions and
          Permitted Asset Swaps consummated in the calendar
          year                                              $____________
     3.   The sum of Lines 1 and 2 does not exceed $400,000,000    Yes/No
     4.   The fair market value of the Cellular Assets of the Companies
          exchanged in the Subject Acquisition              $____________
     5.   The fair market value of the Cellular Assets of the Companies
          exchanged in all other Permitted Asset Swaps since the
          Closing Date                                      $____________
     6.   The sum of Lines 5 and 6 does not exceed $200,000,000    Yes/No

B.   Revolver Availability

     1.   Availability under the Revolver Commitment immediately prior to the
          consummation of the Subject Acquisition           $____________
     2.   Principal amount of Borrowings under the Revolver Facility on the
          closing date of the Subject Acquisition           $____________
     3.   The difference between Lines 1 and 2 does not exceed $25,000,000
                                                                      Yes/No

<PAGE>
                                 ANNEX B
        TO PERMITTED ACQUISITION COMPLIANCE CERTIFICATE

                      FINANCIAL COVENANTS

Status of Compliance with Sections 9.12, 9.13, 9.20, 9.22, and 9.29
                    of the Credit Agreement(1)

(Unless otherwise indicated, all calculations are made on a consolidated
pro forma basis for the Companies (after giving effect to the Subject
Acquisition) with respect to the most recently-ended Rolling Period)

Calculations are to be submitted in a form substantially similar
to those utilized in the Compliance Certificate and in detail and
scope acceptable to Administrative Agent.

---------------

(1) All as more particularly determined in accordance with the terms of
    the Credit Agreement, which control in the event of conflicts with
    this form.

<PAGE>
                            ANNEX C
        TO PERMITTED ACQUISITION COMPLIANCE CERTIFICATE


Date:

Subject Acquisition:

               PRO FORMA INCOME AND BALANCE SHEET

                  (TO BE PROVIDED BY BORROWER)

<PAGE>

                            ANNEX D
        TO PERMITTED ACQUISITION COMPLIANCE CERTIFICATE


Date:

Subject Acquisition:

                     CASH FLOW PROJECTIONS

                  (TO BE PROVIDED BY BORROWER)

<PAGE>
                            ANNEX E
        TO PERMITTED ACQUISITION COMPLIANCE CERTIFICATE


Date:

Subject Acquisition:

            SUPPLEMENTAL CAPITAL EXPENDITURE BUDGET

                  (TO BE PROVIDED BY BORROWER)
<PAGE>
                            ANNEX F
        TO PERMITTED ACQUISITION COMPLIANCE CERTIFICATE


Date:

Subject Acquisition:

                       PURCHASE AGREEMENT

                  (TO BE PROVIDED BY BORROWER)