Exhibit 4

              DOBSON COMMUNICATIONS CORPORATION

                10-7/8% SENIOR NOTES DUE 2010

                          INDENTURE

                  Dated as of June 22, 2000

           UNITED STATES TRUST COMPANY OF NEW YORK

                           Trustee

<PAGE>

ARTICLE 1.  DEFINITIONS AND INCORPORATION BY REFERENCE                1
     Section 1.01. Definitions                                        1
     Section 1.02. Other Definitions                                  22
     Section 1.03. Incorporation by Reference of Trust Indenture Act  22
     Section 1.04. Rules Of Construction                              23
ARTICLE 2.  THE NOTES                                                 23
     Section 2.01. Form and Dating                                    23
     Section 2.02. Execution and Authentication                       24
     Section 2.03. Registrar and Paying Agent                         25
     Section 2.04. Paying Agent to Hold Money in Trust                25
     Section 2.05. Holder Lists                                       26
     Section 2.06. Transfer and Exchange                              26
     Section 2.07. Replacement Notes                                  40
     Section 2.08. Outstanding Notes                                  40
     Section 2.09. Treasury Notes                                     41
     Section 2.10. Temporary Notes                                    41
     Section 2.11. Cancellation                                       41
     Section 2.12. Defaulted Interest                                 42
     Section 2.13. CUSIP Numbers                                      42
ARTICLE 3.  REDEMPTION AND PREPAYMENT                                 42
     Section 3.01. Notices to Trustee                                 42
     Section 3.02. Selection of Notes to Be Redeemed                  42
     Section 3.03. Notice of Redemption                               43
     Section 3.04. Effect of Notice of Redemption                     44
     Section 3.05. Deposit of Redemption Price                        44
     Section 3.06. Notes Redeemed in Part                             44
     Section 3.07. Optional Redemption                                45
     Section 3.08. Mandatory Redemption                               45
     Section 3.09. Offer to Purchase                                  46
ARTICLE 4.  COVENANTS                                                 47
     Section 4.01. Payment of Notes                                   47
     Section 4.02. Maintenance of Office or Agency                    48
     Section 4.03. Reports                                            48
     Section 4.04. Compliance Certificate                             49
     Section 4.05. Taxes                                              50
     Section 4.06. Stay, Extension and Usury Laws                     50
     Section 4.07. Restricted Payments                                50
     Section 4.08. Dividend and Other Payment Restrictions Affecting
                   Subsidiaries                                       54
     Section 4.09. Incurrence of Indebtedness                         56
     Section 4.10. Issuance of Capital Stock of Restricted
                   Subsidiaries                                       59
     Section 4.11. Asset Sales                                        59
     Section 4.12. Transactions with Stockholders and Affiliates      60
     Section 4.13. Liens                                              61
     Section 4.14. Issuances of Guarantees by Restricted Subsidiaries 62
     Section 4.15. Corporate Existence                                63
     Section 4.16. Offer to Repurchase Upon Change of Control         63
     Section 4.17. Limitations on Line of Business                    64
     Section 4.18. Sale and Leaseback Transactions                    64
     Section 4.19. Issuance of Certain Capital Stock                  65
     Section 4.20. Payments for Consent                               65
     Section 4.21. Undertaking to Obtain Rating                       65
ARTICLE 5.  SUCCESSORS                                                66
     Section 5.01. Merger, Consolidation, or Sale of Assets           66
     Section 5.02. Successor Corporation Substituted                  66
ARTICLE 6.  DEFAULTS AND REMEDIES                                     67
     Section 6.01. Events of Default                                  67
     Section 6.02. Acceleration                                       68
     Section 6.03. Other Remedies                                     69
     Section 6.04. Waiver of Past Defaults                            69
     Section 6.05. Control by Majority                                70
     Section 6.06. Limitation on Suits                                70
     Section 6.07. Rights of Holders of Notes to Receive Payment      71
     Section 6.08. Collection Suit by Trustee                         71
     Section 6.09. Trustee May File Proofs of Claim                   71
     Section 6.10. Priorities                                         72
     Section 6.11. Undertaking for Costs                              72
     Section 6.12. Restoration of Rights and Remedies                 72
     Section 6.13. Rights and Remedies Cumulative                     72
     Section 6.14. Delay or Omission Not Waiver                       73
ARTICLE 7.  TRUSTEE                                                   73
     Section 7.01. Duties of Trustee                                  73
     Section 7.02. Rights of Trustee                                  74
     Section 7.03. Individual Rights of Trustee                       75
     Section 7.04. Trustee's Disclaimer                               75
     Section 7.05. Notice of Defaults                                 76
     Section 7.06. Reports by Trustee to Holders of the Notes         76
     Section 7.07. Compensation and Indemnity                         76
     Section 7.08. Replacement of Trustee                             77
     Section 7.09. Successor Trustee by Merger, etc                   78
     Section 7.10. Eligibility; Disqualification                      78
     Section 7.11. Preferential Collection of Claims Against Company  79
ARTICLE 8.  LEGAL DEFEASANCE AND COVENANT DEFEASANCE                  79
     Section 8.01. Option to Effect Legal Defeasance or Covenant
                   Defeasance                                         79
     Section 8.02. Legal Defeasance and Discharge                     79
     Section 8.03. Covenant Defeasance                                80
     Section 8.04. Conditions to Legal or Covenant Defeasance         80
     Section 8.05. Deposited Money and Government Securities to
                   Be Held in Trust; Other Miscellaneous Provisions   81
     Section 8.06. Repayment to Company                               82
     Section 8.07. Reinstatement                                      82
ARTICLE 9.  AMENDMENT, SUPPLEMENT AND WAIVER                          83
     Section 9.01. Without Consent of Holders of Notes                83
     Section 9.02. With Consent of Holders of Notes                   83
     Section 9.03. Compliance with Trust Indenture Act                85
     Section 9.04. Revocation and Effect of Consents                  85
     Section 9.05. Notation on or Exchange of Notes                   85
     Section 9.06. Trustee to Sign Amendments, etc                    86
ARTICLE 10. MISCELLANEOUS                                             86
     Section 10.01. Trust Indenture Act Controls                      86
     Section 10.02. Notices                                           86
     Section 10.03. Communication by Holders of Notes with
                    Other Holders of Notes                            88
     Section 10.04. Certificate and Opinion as to Conditions
                    Precedent                                         88
     Section 10.05. Statements Required in Certificate or Opinion     88
     Section 10.06. Rules by Trustee and Agents                       89
     Section 10.07. No Personal Liability of Directors, Officers,
                    Employees and Stockholders                        89
     Section 10.08. Governing Law                                     89
     Section 10.09. No Adverse Interpretation of Other Agreements     89
     Section 10.10. Successors                                        89
     Section 10.11. Severability                                      89
     Section 10.12. Counterpart Originals                             89
     Section 10.13. Table of Contents, Headings, etc                  90
EXHIBITS
Exhibit A   FORM OF NOTE
Exhibit B   FORM OF CERTIFICATE OF TRANSFER
Exhibit C   FORM OF CERTIFICATE OF EXCHANGE
Exhibit D   FORM OF CERTIFICATE FROM ACQUIRING
            INSTITUTIONAL ACCREDITED INVESTOR
<PAGE>

          INDENTURE dated as of June 22, 2000 between Dobson
Communications Corporation, an Oklahoma corporation (the
"Company"), and United States Trust Company of New York, a
New York corporation, as Trustee (the "Trustee").

          The Company and the Trustee agree as follows for
the benefit of each other and for the equal and ratable
benefit of the Holders of the 10-7/8% Senior Notes due 2010
(the "Initial Notes") and the 10-7/8% Senior Notes due 2010
to be used in exchange for such Initial Notes in the
Exchange Offer (the "Exchange Notes" and, together with the
Initial Notes and any notes that may be issued in the future
in accordance with Section 2.01, the "Notes"):

                            ARTICLE 1.

              DEFINITIONS AND INCORPORATION BY REFERENCE

Section 1.01.  Definitions.

          "144A Global Note" means a global note in
substantially the form of Exhibit A hereto bearing the
Global Note Legend and the Private Placement Legend and
deposited with or on behalf of, and registered in the name
of, the Depositary or its nominee that shall be issued in a
denomination equal to the outstanding principal amount of
the Notes sold in reliance on Rule 144A.

          "Acquired Indebtedness" means Indebtedness of a
Person existing at the time such Person becomes a Restricted
Subsidiary or merges with or into the Company or which is
assumed in connection with an Asset Acquisition by a
Restricted Subsidiary or by the Company and not Incurred in
connection with, or in anticipation of, such Person becoming
a Restricted Subsidiary or such Asset Acquisition; provided,
however, that "Acquired Indebtedness" shall not include
Indebtedness of a Person which is redeemed, defeased,
retired or otherwise repaid at the time of or immediately
upon consummation of the transactions by which such Person
becomes a Restricted Subsidiary or merges with or into the
Company or such Asset Acquisition.

          "Additional Notes" means any additional notes that
the Company may issue pursuant to Section 2.01 of this
Indenture.

          "Adjusted Consolidated Net Income" means, for any
period, the aggregate consolidated net income (or loss) of
the Company and its Restricted Subsidiaries for such period
determined in conformity with GAAP; provided that the
following items shall be excluded in computing Adjusted
Consolidated Net Income, without duplication:  (1) the net
income of any Person other than net income attributable to a
Restricted Subsidiary in which any Person other than the
Company or any of its Restricted Subsidiaries has a joint
interest and the net income of any Unrestricted Subsidiary,
except to the extent of the amount of dividends or other
distributions actually paid to the Company or any of its
Restricted Subsidiaries by such other Person or such
Unrestricted Subsidiary during such period; (2) solely for
the purposes of calculating the amount of Restricted
Payments that may be made pursuant to Section 4.07 hereof
(and in such case, except to the extent includable pursuant
to clause (1) above), the net income or loss of any Person
accrued prior to the date it becomes a Restricted Subsidiary
or is merged into or consolidated with the Company or any of
its Restricted Subsidiaries or all or substantially all of
the property and assets of such Person are acquired by the
Company or any of its Restricted Subsidiaries; (3) except in
the case of any restriction or encumbrance permitted under
Section 4.08 hereof, the net income of any Restricted
Subsidiary to the extent that the declaration or payment of
dividends or similar distributions by such Restricted
Subsidiary of such net income is not at the time permitted
by the operation of the terms of its charter or any
agreement, instrument, judgment, decree, order, statute,
rule or governmental regulation applicable to such
Restricted Subsidiary; (4) any gains or losses on an after-
tax basis attributable to Asset Dispositions; and (5) all
extraordinary gains and extraordinary losses, net of tax.

          "Adjusted Consolidated Net Tangible Assets" means
the total amount of assets of the Company and its Restricted
Subsidiaries (less applicable depreciation, amortization and
other valuation reserves), except to the extent resulting
from write-ups of capital assets (excluding write-ups in
connection with accounting for acquisitions in conformity
with GAAP), after deducting therefrom:  (1) all current
liabilities of the Company and its Restricted Subsidiaries
(excluding intercompany items) and (2) all goodwill, trade
names, trademarks, patents, unamortized debt discount and
expense and other like intangibles (other than FCC license
acquisition costs), all as set forth on the most recent
quarterly or annual consolidated balance sheet of the
Company and its Restricted Subsidiaries, prepared in
conformity with GAAP and filed with the Commission pursuant
to Section 4.03 hereof.

          "Affiliate" means, as applied to any Person, any
other Person directly or indirectly controlling, controlled
by, or under direct or indirect common control with, such
Person. For purposes of this definition, "control"
(including, with correlative meanings, the terms
"controlling," "controlled by" and "under common control
with"), as applied to any Person, means the possession,
directly or indirectly, of the power to direct or cause the
direction of the management and policies of such Person,
whether through the ownership of voting securities, by
contract or otherwise.

          "Agent" means any Registrar, Paying Agent or co-
registrar.

          "Applicable Premium" means, with respect to a Note
at any redemption date, the greater of (i) 1.0% of the
principal amount of such Note and (ii) the excess of (A) the
present value at such time of (1) the redemption price of
such Note at July 1, 2005 plus (2) all required interest
payments due on such Note through July 1, 2005, computed
using a discount rate equal to the Treasury Rate plus 50
basis points, over (B) the principal amount of such Note.

          "Applicable Procedures" means, with respect to any
transfer or exchange of or for beneficial interests in any
Global Note, the rules and procedures of the Depositary that
apply to such transfer or exchange.

          "American Cellular Joint Venture Agreements" means
(1) the Amended and Restated Limited Liability Company
Agreement of ACC Acquisition LLC between AT&T Wireless
Services JV Co. and Dobson JV Company, dated as of
January 31, 2000, as amended, (2) the Management Agreement
between Dobson Cellular Systems, Inc. and ACC Acquisition
LLC dated as of January 31, 2000, as amended (including by
way of the Letter Agreement dated as January 31, 2000),
(3) the Operating Agreement dated January 31, 2000 by and
between AT&T Wireless Services, Inc. and ACC Acquisition LLC
and (4) the Operating Agreement dated January 31, 2000 by
and between Dobson Cellular Systems, Inc. and ACC
Acquisition LLC.

          "Asset Acquisition" means: (1) an Investment by
the Company or any of its Restricted Subsidiaries in any
other Person pursuant to which such Person shall become a
Restricted Subsidiary or shall be merged into or
consolidated with the Company or any of its Restricted
Subsidiaries but only if such Person's primary business is
related, ancillary or complementary to the businesses of the
Company and its Restricted Subsidiaries on the date of such
Investment, or (2) an acquisition by the Company or any of
its Restricted Subsidiaries of the property and assets of
any Person other than the Company or any of its Restricted
Subsidiaries that constitute all or substantially all of a
division, operating unit or line of business of such Person
but only if the property and assets acquired are related,
ancillary or complementary to the businesses of the Company
and its Restricted Subsidiaries on the date of such
acquisition.

          "Asset Disposition" means the sale or other
disposition by the Company or any Restricted Subsidiary
other than to the Company or to another Restricted
Subsidiary of:  (1) all or substantially all of the Capital
Stock of any Restricted Subsidiary, or (2) all or
substantially all of the assets that constitute a division,
operating unit or line of business of the Company or any of
its Restricted Subsidiaries.

          "Asset Sale" means any sale, transfer or other
disposition (including by way of merger, consolidation or
sale-leaseback transaction) in one transaction or a series
of related transactions by the Company or any of its
Restricted Subsidiaries to any Person other than the Company
or any of its Restricted Subsidiaries of:  (1) all or any of
the Capital Stock of any Restricted Subsidiary, (2) all or
substantially all of the property and assets of a division,
operating unit or line of business of the Company or any of
its Restricted Subsidiaries, or (3) any other property and
assets of the Company or any of its Restricted Subsidiaries
outside the ordinary course of business of the Company or
such Restricted Subsidiary and, in each case, that is not
governed by Section 5.01 hereof; provided, however, that the
term "Asset Sale" shall not include:  (1) sales, transfers
or other dispositions of inventory, receivables and other
current assets in the ordinary course, (2) sales, transfers
or other dispositions of assets, including capital stock of
Restricted Subsidiaries, for consideration at least equal to
the fair market value of the assets sold or disposed of, but
only if the consideration received consists of Capital Stock
of a Person that becomes a Restricted Subsidiary engaged in,
or property or assets (other than cash, except to extent
used as a bona fide means of equalizing the value of the
property or assets involved in the swap transaction) of a
nature or type or that are used in, a business having
property or assets of a nature or type, or engaged in a
business similar or related to the nature or type of the
property and assets of, or businesses of, the Company and
its Restricted Subsidiaries existing on the date of such
sale or other disposition, (3) sales, transfers or other
dispositions of assets constituting a Permitted Investment
(other than the sale, transfer or other disposition of all
or any of the Capital Stock of any Restricted Subsidiary) or
a Restricted Payment permitted to be made under Section 4.07
hereof, or (4) sales, transfers or other dispositions of
assets, including issuances of Capital Stock, between or
among the Company and its Restricted Subsidiaries.

          "Attributable Debt" in respect of a sale and
leaseback transaction means, at the time of determination,
the present value, discounted at the rate of interest
implicit in the transaction, determined in accordance with
GAAP, of the obligation of the lessee for net rental
payments during the remaining term of the lease included in
such sale and leaseback transaction, including any period
for which the lease has been extended or may, at the option
of the lessor, be extended.

          "Average Life" means, at any date of determination
with respect to any debt security, the quotient obtained by
dividing (1) the sum of the products of (a) the number of
years from such date of determination to the dates of each
successive scheduled principal payment of such debt security
and (b) the amount of such principal payment by (2) by the
sum of all such principal payments.

          "Bankruptcy Law" means Title 11, U.S. Code or any
similar federal or state law for the relief of debtors.

          "Board of Directors" means (1) in respect of a
limited liability company, the board of advisors of the
limited liability company; (2) in respect of a corporation,
the Board of Directors of the corporation, or any authorized
committee thereof; and (3) in respect of any other Person,
the board or committee of that Person serving a similar
function.

          "Board Resolution" means a copy of a resolution,
certified by the Secretary or Assistant Secretary of the
Company to have been duly adopted by the Board of Directors
and to be in full force and effect on the date of such
certification, and delivered to the Trustee.

          "Broker Dealer" has the meaning set forth in the
Registration Rights Agreement.

          "Business Day" means any day other than a Legal
Holiday.

          "Capital Stock" means, with respect to any Person,
any and all shares, interests, participations or other
equivalents (however designated, whether voting or non-
voting) in equity of such Person, including, without
limitation, all Common Stock and Preferred Shares.

          "Capitalized Lease" means, as applied to any
Person, any lease of any property (whether real, personal or
mixed) of which the discounted present value of the rental
obligations of such Person as lessee, in conformity with
GAAP, is required to be capitalized on the balance sheet of
such Person.

          "Capitalized Lease Obligations" means the
discounted present value of the rental obligations under a
Capitalized Lease.

          "Change of Control" means:  (1) any "person" or
"group", within the meaning of Section 13(d) of 14(d)(2) of
the Exchange Act, becomes the ultimate "beneficial owner",
as defined in Rule 13d-3 under the Exchange Act, of more
than 35% of the total voting power of the Voting Stock of
the Company on a fully diluted basis and such ownership
represents a greater percentage of the total voting power of
the Voting Stock of the Company, on a fully diluted basis,
than is held by the Controlling Stockholder and his
Affiliates on such date; (2) Individuals who on the Issue
Date constituted the Board of Directors, together with any
new directors whose election by the Board of Directors or
whose nomination for election by the Company's stockholders
was approved by a vote of at least a majority of the members
of the Board of Directors then in office who either were
members of the Board of Directors on the Issue Date or whose
election or nomination for election was previously so
approved, cease for any reason to constitute a majority of
the members of the Board of Directors then in office; (3)
the sale, lease, transfer, conveyance or other disposition
(other than by way of merger or consolidation), in one or a
series of related transactions, of all or substantially all
the combined assets of the Company and its Restricted
Subsidiaries, taken as a whole, to any Person other than a
Wholly Owned Restricted Subsidiary or the Controlling
Stockholder or any Affiliate thereof; or (4) the adoption of
a plan of liquidation or dissolution of the Company.

          "Clearstream" means Clearstream Banking, S.A.

          "Closing Price" on any trading day with respect to
the per share price of any shares of common stock means the
last reported sale price regular way or, in case no such
reported sale takes place on such day, the average of the
reported closing bid and asked prices regular way, in either
case on the New York Stock Exchange or, if the shares of
common stock are not listed or admitted to trading on that
exchange, on the principal national securities exchange on
which the shares are listed or admitted to trading or, if
not listed or admitted to trading on any national securities
exchange, on the National Association of Securities Dealers
Automated Quotations National Market System or, if the
shares are not listed or admitted to trading on any national
securities exchange or quoted on such automated quotation
system but such Person is a Foreign Issuer, as defined in
Rule 3b-4(b) under the Exchange Act, and the principal
securities exchange on which the shares are listed or
admitted to trading is a Designated Offshore Securities
Market, as defined in Rule 902(a) under the Securities Act,
the average of the reported closing bid and asked prices
regular way on that principal exchange, or, if the shares
are not listed or admitted to trading on any national
securities exchange or quoted on that automated quotation
system and the Company and principal securities exchange do
not meet such requirements, the average of the closing bid
and asked prices in the over-the-counter marked as furnished
by any New York Stock Exchange member firm that is selected
from time to time by the Company for that purpose and is
reasonably acceptable to the Trustee. In the event a Person
has more than one class of common stock outstanding, and
only one of such classes has a Closing Price, the Closing
Price for that class shall be deemed to be the Closing Price
for all classes of such Person's common stock.

          "Commission" means the Securities and Exchange
Commission.

          "Common Stock" means, with respect to any Person,
any and all shares, interests, participations or other
equivalents (however designated, whether voting or non-
voting) of such Person's equity, other than Preferred Shares
of such Person, whether now outstanding or issued after the
Issue Date, including without limitation, all series and
classes of such Common Stock.

          "Company" means Dobson Communications Corporation,
an Oklahoma corporation, and any and all successors thereto.

          "Consolidated EBITDA" means, for any period,
Adjusted Consolidated Net Income for such period plus, to
the extent such amount was deducted in calculating Adjusted
Consolidated Net Income:  (1) Consolidated Interest Expense,
(2) income taxes, other than income taxes (either positive
or negative) attributable to extraordinary and non-recurring
gains or losses or sales of assets, (3) depreciation
expense, (4) amortization expense, and (5) all other non-
cash items reducing Adjusted Consolidated Net Income other
than items that will require cash payments and for which an
accrual or reserve is, or is required by GAAP to be, made,
less all non-cash items increasing Adjusted Consolidated Net
Income, all as determined on a consolidated basis for the
Company and its Restricted Subsidiaries in conformity with
GAAP; provided that if any Restricted Subsidiary is not a
Wholly Owned Restricted Subsidiary, Consolidated EBITDA
shall be reduced to the extent not otherwise reduced in
accordance with GAAP by an amount equal to the amount of the
Adjusted Consolidated Net Income attributable to such
Restricted Subsidiary multiplied by the quotient of:  (1)
the number of shares of outstanding Common Stock of such
Restricted Subsidiary not owned on the last day of such
period by the Company or any of its Restricted Subsidiaries,
divided by (2) the total number of shares of outstanding
Common Stock of such Restricted Subsidiary on the last day
of such period.

          "Consolidated Interest Expense" means, for any
period, the aggregate amount of interest in respect of
Indebtedness including, without limitation, (1) amortization
of original issue discount on any Indebtedness and the
interest portion of any deferred payment obligation,
calculated in accordance with the effective interest method
of accounting; (2) all commissions, discounts and other fees
and charges owed with respect to letters of credit and
bankers' acceptance financing; and (3) the net costs
associated with Interest Rate Agreements and the interest
expense in respect of Indebtedness that is Guaranteed or
secured by the Company or any of its Restricted Subsidiaries
and all but the principal component of rentals in respect of
Capitalized Lease Obligations paid, accrued or scheduled to
be paid or to be accrued by the Company and its Restricted
Subsidiaries during such period; excluding, however, any
amount of such interest of any Restricted Subsidiary if the
net income of such Restricted Subsidiary is excluded in the
calculation of Adjusted Consolidated Net Income pursuant to
clause (3) of the definition thereof (but only in the same
proportion as the net income of such Restricted Subsidiary
is excluded from the calculation of Adjusted Consolidated
Net Income pursuant to clause (3) of the definition
thereof).

          "Consolidated Leverage Ratio" means, on any
Transaction Date, the ratio of:  (1) the aggregate amount of
Indebtedness of the Company and its Restricted Subsidiaries
on a consolidated basis outstanding on such Transaction
Date, to (2) the product of (A) the aggregate amount of
Consolidated EBITDA of the Company and its Restricted
Subsidiaries for the then most recent two fiscal quarters
for which consolidated financial statements of the Company
have been filed with the Commission and (B) two (such two
fiscal quarter period being the "Two Quarter Period").

          In determining the Consolidated Leverage Ratio,
pro forma effect shall be given to:  (i) any Indebtedness
that is to be Incurred or repaid on the Transaction Date as
if such Incurrence or repayment had occurred on the first
day of such Two Quarter Period; (ii) Asset Dispositions and
Asset Acquisitions (including giving pro forma effect to the
application of proceeds of any Asset Disposition) that occur
during the period beginning on the first day of the Two
Quarter Period and ending on the Transaction Date (the
"Reference Period") as if they had occurred and such
proceeds had been applied on the first day of such Reference
Period; and (iii) Asset Dispositions and Asset Acquisitions
(including giving pro forma effect to the application of
proceeds of any Asset Disposition) that have been made by
any Person that has become a Restricted Subsidiary or has
been merged with or into the Company or any Restricted
Subsidiary during such Reference Period and that would have
constituted Asset Dispositions or Asset Acquisitions had
such transactions occurred when such Person was a Restricted
Subsidiary as if such asset dispositions or asset
acquisitions were Asset Dispositions or Asset Acquisitions
that occurred on the first day of such Reference Period.  To
the extent that pro forma effect is given to an Asset
Acquisition or Asset Disposition, such pro forma calculation
shall be based upon the two full fiscal quarters immediately
preceding the Transaction Date of the Person, or division,
operating unit or line of business of the Person, that is
acquired or disposed of for which financial information is
available.

          "Controlling Stockholder" means Everett R. Dobson.

          "Corporate Trust Office of the Trustee" shall be
at the address of the Trustee specified in Section 10.02
hereof or such other address as to which the Trustee may
give notice to the Company.

          "Credit Agreement" means one or more debt
facilities (including, without limitation, the Credit
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, in each case
together with all other agreements, instruments, and
documents executed or delivered pursuant thereto or in
connection therewith, in each case as such agreement, other
agreements, instruments or documents may be amended,
supplemented, extended, renewed, refinanced or otherwise
modified from time to time, including without limitation,
increases and decreases from time to time in the amounts
available for borrowings thereunder.

          "Credit Facilities" means the DOC Facility and the
Sygnet Facility.

          "Currency Agreement" means any foreign exchange
contract, currency swap agreement or other similar agreement
or arrangement.

          "Custodian" means the Trustee, as custodian with
respect to the Notes in global form, or any successor entity
thereto.

          "Default" means any event that is or with the
passage of time or the giving of notice or both would be an
Event of Default.

          "Definitive Note" means a certificated Note
registered in the name of the Holder thereof and issued in
accordance with Section 2.06 hereof, in substantially the
form of Exhibit A hereto except that such Note shall not
bear the Global Note Legend and shall not have the "Schedule
of Exchanges of Interests in the Global Note" attached
thereto.

          "Depositary" means, with respect to the Notes
issuable or issued in whole or in part in global form, the
Person specified in Section 2.03 hereof as the Depositary
with respect to the Notes, and any and all successors
thereto appointed as depositary hereunder and having become
such pursuant to the applicable provision of this Indenture.

          "Disqualified Stock" means any class or series of
Capital Stock of any Person that by its terms or otherwise
is:  (1) required to be redeemed prior to the final Stated
Maturity of the Notes, (2) redeemable at the option of the
Holder of such class or series of Capital Stock at any time
prior to the final Stated Maturity of the Notes, or (3)
convertible into or exchangeable for Capital Stock referred
to in (1) or (2) above or Indebtedness having a scheduled
maturity prior to the final Stated Maturity of the Notes.

          Any Capital Stock that would not constitute
Disqualified Stock but for provisions thereof giving Holders
thereof the right to require such Person to repurchase or
redeem such Capital Stock upon the occurrence of a "change
of control" occurring prior to the final Stated Maturity of
the Notes shall not constitute Disqualified Stock if the
"change of control" provisions applicable to such Capital
Stock are no more favorable to the Holders of such Capital
Stock than the provisions contained in the "Change of
Control" covenant and such Capital Stock specifically
provides that the Company of such Capital Stock will not
repurchase or redeem any such Capital Stock pursuant to such
provision prior to the Company's repurchase of such Notes as
are required to be repurchased pursuant to the Section 4.16
hereof; provided that in no event shall the Senior Preferred
Stock be deemed to be Disqualified Stock for any purpose of
this Indenture.

          "Dobson/Sygnet" means Dobson/Sygnet Communications
Company.

          "Dobson/Sygnet Indenture" means the Indenture
dated as of December 23, 1998 between Dobson/Sygnet and
United States Trust Company of New York, relating to the
Dobson/Sygnet Notes, as such indenture may be amended,
supplemented, extended, renewed, replaced or otherwise
modified from time to time.

          "Dobson/Sygnet Notes" means the 121/4% Senior
Notes due 2008 issued by Dobson/Sygnet under the
Dobson/Sygnet Indenture.

          "DOC Facility"  means that certain credit facility
created and established by the DOC Facility Agreement.

          "DOC Facility Agreement"  means the Amended,
Restated, and Consolidated Revolving Credit and Term Loan
Agreement among Dobson Operating Co., L.L.C., Banc of
America Securities LLC, as sole lead arranger and book
running manager, Bank of America, N.A., as Administrative
Agent, Lehman Commercial Paper Inc. and Toronto Dominion
(Texas), Inc., as Co-Syndication Agents, First Union
National Bank and PNC Bank, National Association, as Co-
Documentation Agents, and the lenders named therein, dated
as of January 18, 2000, together with all other agreements,
instruments and documents executed or delivered pursuant
thereto or in connection therewith, in each case as such
agreements, instruments or documents may be amended,
supplemented, extended, renewed, refinanced, replaced or
otherwise modified from time to time, including without
limitation, increases and decreases from time to time in the
amounts available for borrowings thereunder.

          "Equity Market Capitalization" of any Person
means, as of any day of determination, the average Closing
Price of that Person's common stock over the 20 consecutive
trading days immediately preceding that day for which a
Closing Price can be determined multiplied by the total
number of shares of common stock of such Person at the time
outstanding.

          "Euroclear" means Morgan Guaranty Trust Company of
New York, Brussels office, as operator of the Euroclear
System.

          "Exchange Act" means the Securities Exchange Act
of 1934, as amended, or any successor statute.

          "Exchange Notes" means the Notes to be issued in
the Exchange Offer pursuant to Section 2.06(f) hereof.

          "Exchange Offer" has the meaning set forth in the
Registration Rights Agreement.

          "Exchange Offer Registration Statement" has the
meaning set forth in the Registration Rights Agreement.

          "fair market value" means the price that would be
paid in an arm's-length transaction between an informed and
willing seller under no compulsion to sell and an informed
and willing buyer under no compulsion to buy, as determined
in good faith by the Board of Directors, whose determination
shall be conclusive if evidenced by a Board Resolution. For
purposes of clause (vi)(B) of Section 4.09(b) hereof, (1)
the fair market value of any security registered under the
Exchange Act shall be the average of the closing prices,
regular way, of such security for the 20 consecutive trading
days immediately preceding the sale of Capital Stock and (2)
in the event the aggregate fair market value of any other
property received by the Company exceeds $10 million, the
fair market value of such property shall be determined by a
nationally recognized investment banking firm and set forth
in their written opinion which shall be delivered to the
Trustee.

          "FCC" means the Federal Communications Commission.

          "GAAP" means generally accepted accounting
principles in the United States of America as in effect as
of the Issue Date, including, without limitation, those set
forth in the opinions and pronouncements of the Accounting
Principles Board of the American Institute of Certified
Public Accountants and statements and pronouncements of the
Financial Accounting Standards Board or in such other
statements by such other entity as approved by a significant
segment of the accounting profession. All ratios and
computations contained or referred to in this Indenture
shall be computed in conformity with GAAP applied on a
consistent basis.

          "Global Note Legend" means the legend set forth in
Section 2.06(g)(ii), which is required to be placed on all
Global Notes issued under this Indenture.

          "Global Notes" means, individually and
collectively, each of the Restricted Global Notes and the
Unrestricted Global Notes in the form of Exhibit A hereto
issued in accordance with Section 2.01, 2.06(b)(iv), 2.06(c)
or 2.06(f) hereof.

          "Government Securities" means direct obligations
of, or obligations guaranteed by, the United States of
America, and the payment for which the United States pledges
its full faith and credit.

          "Guarantee" means any obligation, contingent or
otherwise, of any Person directly or indirectly guaranteeing
any Indebtedness or other obligation of any other Person
and, without limiting the generality of the foregoing, any
obligation, direct or indirect, contingent or otherwise, of
such Person (1) to purchase or pay, or advance or supply
funds for the purchase or payment of, such Indebtedness or
other obligation of such other Person, whether arising by
virtue of partnership arrangements, or by agreements to keep-
well, to purchase assets, goods, securities or services, to
take-or-pay, or to maintain financial statement conditions
or otherwise, or (2) entered into for purposes of assuring
in any other manner the obligee of such Indebtedness or
other obligation of the payment thereof or to protect such
obligee against loss in respect thereof, in whole or in
part; provided, however, that the term "Guarantee" shall not
include endorsements for collection or deposit in the
ordinary course of business. The term "Guarantee" used as a
verb has a corresponding meaning.

          "Holder" means a Person in whose name a Note is
registered.

          "Incur" means, with respect to any Indebtedness,
to incur, create, issue, assume, Guarantee or otherwise
become liable for or with respect to, or become responsible
for, the payment of, contingently or otherwise, such
Indebtedness, including an "Incurrence" of Indebtedness by
reason of a Person becoming a Restricted Subsidiary.

          "Indebtedness" means, with respect to any Person
at any date of determination, without duplication, (1) all
Indebtedness of such Person for borrowed money, (2) all
obligations of such Person evidenced by bonds, debentures,
notes or other similar instruments, (3) all obligations of
such Person in respect of letters of credit or other similar
instruments (including reimbursement obligations with
respect thereto, but excluding obligations with respect to
letters of credit (including trade letters of credit)
securing obligations (other than obligations described in
(1) or (2) above or (5), (6), (7) or (8) below) entered into
in the ordinary course of business of such Person to the
extent such letters of credit are not drawn upon or, if
drawn upon, to the extent such drawing is reimbursed no
later than the third Business Day following receipt by such
Person of a demand for reimbursement), (4) all obligations
of such Person to pay the deferred and unpaid purchase price
of property or services, which purchase price is due more
than six months after the date of placing such property in
service or taking delivery and title thereto or the
completion of such services, except Trade Payables, (5) all
obligations of such Person as lessee under Capitalized
Leases, (6) all Indebtedness of other Persons secured by a
Lien on any asset of such Person, whether or not such
Indebtedness is assumed by such Person; but only to the
extent of the lesser of (a) the fair market value of such
asset at such date of determination, and (b) the amount of
such Indebtedness, (7) all Indebtedness of other Persons
Guaranteed by such Person to the extent such Indebtedness is
Guaranteed by such Person, (8) the maximum fixed redemption
or repurchase price of Disqualified Stock (or, in the case
of any Restricted Subsidiary, of Preferred Shares) of such
Person outstanding at the time of determination and (9) to
the extent not otherwise included in this definition,
obligations under Currency Agreements and Interest Rate
Agreements.

          The amount of Indebtedness of any Person at any
date shall be the outstanding balance at such date of all
unconditional obligations as described above and, with
respect to contingent obligations, the maximum liability
upon the occurrence of the contingency giving rise to the
obligation, provided (1) the amount outstanding at any time
of any Indebtedness issued with original issue discount is
the face amount of such Indebtedness less the unamortized
portion of the original issue discount of such Indebtedness
at the time of its issuance as determined in conformity with
GAAP, and (2) money borrowed at the time of the Incurrence
of any Indebtedness in order to pre-fund the payment of
interest on such Indebtedness shall be deemed not to be
"Indebtedness."

          "Indenture" means this Indenture, as amended or
supplemented from time to time in accordance with Article 9
hereof.

          "Indirect Participant" means a Person who holds a
beneficial interest in a Global Note through a Participant.

          "Initial Notes" means $300.0 million in aggregate
principal amount of Notes issued under this Indenture on the
date hereof.

          "Initial Purchasers" means Banc of America
Securities LLC, Lehman Brothers Inc. and Deutsche Bank
Securities Inc.

          "Institutional Accredited Investor" means an
"accredited investor" within the meaning of Rule 501(a)(1),
(2), (3) or (7) under the Securities Act.

          "Interest Rate Agreement" means any interest rate
protection agreement, interest rate future agreement,
interest rate option agreement, interest rate swap
agreement, interest rate cap agreement, interest rate collar
agreement, interest rate hedge agreement, option or future
contract or other similar agreement or arrangement.

          "Investment" in any Person means any direct or
indirect advance, loan or other extension of credit
(including, without limitation, by way of Guarantee or
similar arrangement; but excluding advances to customers in
the ordinary course of business that are, in conformity with
GAAP, recorded as accounts receivable on the balance sheet
of the Company or its Restricted Subsidiaries) or a capital
contribution to (by means of any transfer of cash or other
property to others or any payment for property or services
for the account or use of others), or any purchase or
acquisition of Capital Stock, bonds, notes, debentures or
other similar instruments issued by, such Person and shall
include (1) the designation of a Restricted Subsidiary as an
Unrestricted Subsidiary, and (2) the fair market value of
the Capital Stock or any other Investment held by the
Company or any of its Restricted Subsidiaries, of or in any
Person that has ceased to be a Restricted Subsidiary other
than as a result of being designated as an Unrestricted
Subsidiary, including without limitation, by reason of any
transaction permitted under Section 4.10 hereof.

          For purposes of the definition of "Unrestricted
Subsidiary" and Section 4.07 hereof, (1) "Investment" shall
include the fair market value of the assets (net of
liabilities (other than liabilities to the Company or any of
its Subsidiaries)) of any Restricted Subsidiary at the time
that such Restricted Subsidiary is designated an
Unrestricted Subsidiary, (2) the fair market value of the
assets (net of liabilities (other than liabilities to the
Company or any of its Subsidiaries)) of any Unrestricted
Subsidiary at the time that such Unrestricted Subsidiary is
designated a Restricted Subsidiary shall be considered a
reduction in outstanding Investments and (3) any property
transferred to or from an Unrestricted Subsidiary shall be
valued at its fair market value at the time of such
transfer.

          "Issue Date" means June 22, 2000.

          "Legal Holiday" means a Saturday, a Sunday or a
day on which banking institutions in The City of New York or
at a place of payment are authorized by law, regulation or
executive order to remain closed.  If a payment date is a
Legal Holiday at a place of payment, payment may be made at
that place on the next succeeding day that is not a Legal
Holiday, and no interest shall accrue on such payment for
the intervening period.

          "Letter of Transmittal" means the letter of
transmittal to be prepared by the Company and sent to all
Holders of the Notes for use by such Holders in connection
with the Exchange Offer.

          "Lien" means any mortgage, pledge, security
interest, encumbrance, lien or charge of any kind
(including, without limitation, any conditional sale or
other title retention agreement or lease in the nature
thereof or any agreement to give any security interest).

          "Liquidated Damages" means the Registration Rights
Liquidated Damages and the Ratings Liquidated Damages.

          "Moody's" means Moody's Investors Service, Inc.
and its successors.

          "Net Cash Proceeds" means, (1) with respect to any
Asset Sale, the proceeds of such Asset Sale in the form of
cash or cash equivalents, including payments in respect of
deferred payment obligations (to the extent corresponding to
the principal, but not interest, component thereof) when
received in the form of cash or cash equivalents (except to
the extent such obligations are financed or sold with
recourse to the Company or any Restricted Subsidiary) and
proceeds from the conversion of other property received when
converted to cash or cash equivalents, net of (a) brokerage
commissions and other fees and expenses (including fees and
expenses of counsel and investment bankers) related to such
Asset Sale, (b) provisions for all taxes (whether or not
such taxes will actually be paid or are payable) as a result
of such Asset Sale without regard to the consolidated
results of operations of the Company and its Restricted
Subsidiaries, taken as a whole, (c) payments made to repay
Indebtedness or any other obligation (owing to a Person
other than the Company or any Subsidiary of the Company)
outstanding at the time of such Asset Sale that either (i)
is secured by a Lien on the property or assets sold, or (ii)
is required to be paid as a result of such sale, and (d)
appropriate amounts to be provided by the Company or any
Restricted Subsidiary as a reserve against any liabilities
associated with such Asset Sale, including, without
limitation, pension and other post-employment benefit
liabilities, liabilities related to environmental matters
and liabilities under any indemnification obligations
associated with such Asset Sale, all as determined in
conformity with GAAP, and (2) with respect to any issuance
or sale of Capital Stock or the incurrence of any
indebtedness, the proceeds of such issuance or sale in the
form of cash or cash equivalents, including payments in
respect of deferred payment obligations to the extent
corresponding to the principal, but not interest, component
thereof when received in the form of cash or cash
equivalents (except to the extent such obligations are
financed or sold with recourse to the Company or any
Restricted Subsidiary of the Company) and proceeds from the
conversion of other property received when converted to cash
or cash equivalents, net of attorney's fees, accountants'
fees, underwriters' or placement agents' fees, discounts or
commissions and brokerage, consultant and other fees
incurred in connection with such issuance or sale and net of
taxes paid or payable as a result thereof.

          "Non-U.S. Person" means a Person who is not a U.S.
Person.

          "Notes" has the meaning assigned to it in the
preamble to this Indenture.

          "Obligations" means any principal, interest,
penalties, fees, indemnifications, reimbursements, damages
and other liabilities payable under the documentation
governing any Indebtedness.

          "Offering" means the offering of the Notes by the
Company pursuant to the Offering Memorandum.

          "Offering Memorandum" means the offering
memorandum of the Company, dated June 15, 2000, relating to
the Initial Notes.

          "Officer" means, with respect to any Person, the
Chairman of the Board, the Chief Executive Officer, the
President, the Chief Operating Officer, the Chief Financial
Officer, the Treasurer, any Assistant Treasurer, the
Controller, the Secretary, any Assistant Secretary or any
Vice-President of such Person.

          "Officers' Certificate" means a certificate signed
on behalf of the Company by two Officers of the Company, one
of whom must be the principal executive officer, the
principal financial officer, the treasurer or the principal
accounting officer of the Company, that meets the
requirements of Sections 10.04 and 10.05 hereof.

          "Opinion of Counsel" means an opinion from legal
counsel who is reasonably acceptable to the Trustee, that
meets the requirements of Sections 10.04 and 10.05 hereof.
The counsel may be an employee of or counsel to the Company,
any Subsidiary of the Company or the Trustee.

          "Participant" means, with respect to the
Depositary, Euroclear or Clearstream, a Person who has an
account with the Depositary, Euroclear or Clearstream,
respectively, and, with respect to the Depository Trust
Company, shall include Euroclear and Clearstream.

          "Permitted Business" means (1) the delivery or
distribution of telecommunications, voice, data, internet or
video services, (2) any business or activity reasonably
related or ancillary thereto, including, without limitation,
any business conducted by the Company or any Restricted
Subsidiary on the Issue Date and the acquisition, holding or
exploitation or any license relating to the delivery of the
services described in clause (1) of this definition.

          "Permitted Investment" means (1) an Investment in
the Company or a Restricted Subsidiary or a Person which
will, upon the making of such Investment, become a
Restricted Subsidiary or be merged or consolidated with or
into or transfer or convey all or substantially all its
assets to, the Company or a Restricted Subsidiary; but only
if such person's primary business is related, ancillary or
complementary to the businesses of the Company and its
Restricted Subsidiaries on the date of such Investment; (2)
Temporary Cash Investments; (3) payroll, travel and similar
advances to cover matters that are expected at the time of
such advances ultimately to be treated as expenses in
accordance with GAAP; (4) stock, obligations or securities
received in satisfaction of judgments or pursuant to any
court supervised plan of reorganization or similar
proceeding; (5) non-cash consideration acquired in any Asset
Sale effected in accordance with Section 4.11 hereof; (6)
any acquisition of assets used, or Capital Stock of a Person
primarily engaged, in a business related, ancillary or
complementary to the business of the Company and its
Restricted Securities solely in exchange for Capital Stock
(other than Disqualified Stock) of the Company; and (7) the
contribution by the Company or any Restricted Subsidiary of
assets, including Capital Stock of a Restricted Subsidiary,
to one or more Qualified Joint Ventures in exchange for
Capital Stock of such Qualified Joint Ventures; provided
that the aggregate fair market value of such contribution
and all other contributions pursuant to this clause (7) made
after the Issue Date, shall not exceed 15% of the Equity
Market Capitalization of the Company as of the date of such
contribution; provided, however, that at the time of such
contribution no Default or Event of Default shall have
occurred and be continuing or shall occur as a result of
such contribution; provided, further, however, that after
giving pro forma effect to such contribution, the Company
would be able to incur at least $1.00 of Indebtedness under
Section 4.09 hereof. For purposes of calculating the fair
market value of a contribution made pursuant to this
clause (7), the fair market value of a prior contribution
shall be deemed to equal the fair market value of such
contribution on the date on which it was made.

          "Permitted Liens" means (1) Liens on the Company's
assets or on the assets of any of its Restricted
Subsidiaries to secure (x) Indebtedness under any Credit
Agreements or (y) purchase money Indebtedness, provided that
the principal amount of such purchase money Indebtedness
secured by Liens Incurred pursuant to this clause (y) shall
not exceed $100.0 million at any time outstanding; (2) Liens
on property of a Person existing at the time such Person is
merged into or consolidated with the Company or any
Restricted Subsidiary; provided, however, that such Liens
were in existence prior to the contemplation of such merger
or consolidation and do not extend to any assets other than
those of the Person merged into or consolidated with the
Company or a Restricted Subsidiary; (3) Liens on property
existing at the time of acquisition of that property by the
Company or any Restricted Subsidiary; provided, however,
that such Liens were in existence prior to the contemplation
of such merger or consolidation and do not extend to any
assets other than those of the Person merged into or
consolidated with the Company or any Restricted Subsidiary;
(4) Liens existing on the Issue Date; (5) Liens in favor of
the Company or any Restricted Subsidiary; (6) Liens incurred
in the ordinary course of the Company's business or of any
Restricted Subsidiary with respect to obligations that do
not exceed, in the aggregate at any one time outstanding,
more than 10% of the Company's and the Restricted
Subsidiaries' total consolidated assets; (7) Liens to secure
the performance of statutory obligations, surety or appeal
bonds, performance bonds, deposits to secure the performance
of bids, trade contracts, government contracts, leases or
licenses or other obligations of a like nature incurred in
the ordinary course of business, including, without
limitation, landlord Liens on leased properties; (8) Liens
for taxes, assessments or governmental charges or claims
that are not yet delinquent or that are being contested in
good faith by appropriate proceedings promptly instituted
and diligently prosecuted, provided that any reserve or
other appropriate provision as will be required to conform
with GAAP will have been made for that reserve or provision;
(9) carriers', warehousemen's, mechanics', landlords'
materialmen's, repairmen's or other like Liens arising in
the ordinary course of business in respect of obligations
not overdue for a period in excess of 60 days or which are
being contested in good faith by appropriate proceedings
promptly instituted and diligently prosecuted; provided,
however, that any reserve or other appropriate provision as
will be required to conform with GAAP will have been made
for that reserve or provision; (10) easements, rights-of-
way, zoning and similar restrictions and other similar
encumbrances or title defects incurred, or leases or
subleases granted to others, in the ordinary course of
business, which do not in any case materially detract from
the value of the property subject to the Lien or do not
interfere with or adversely affect in any material respect
the ordinary conduct of the Company's business and the
business of the Restricted Subsidiaries taken as a whole;
(11) Liens in favor of customs and revenue authorities to
secure payment of customs duties in connection with the
importation of goods in the ordinary course of business and
other similar Liens arising in the ordinary course of
business; (12) leases or subleases granted to third Persons
not interfering with the ordinary course of business or of
the business of any Restricted Subsidiary; (13) Liens, other
than any Lien imposed by ERISA or any rule or regulation
promulgated under ERISA, incurred or deposits made in the
ordinary course of business in connection with workers'
compensation, unemployment insurance, and other types of
social security; (14) deposits made in the ordinary course
of business to secure liability to insurance carriers; (15)
any attachment or judgment Lien in respect of a judgment not
constituting an Event of Default under Section 6.01 hereof;
(16) any interest or title of a lessor or sublessor under
any operating lease, conditional sale, title retention,
consignment or similar arrangements entered into in the
ordinary course of business; (17) Liens under licensing
agreements for use of intellectual property entered into in
the ordinary course of business; (18) bankers' liens in
respect of deposit accounts; (19) Liens imposed by law
incurred by the Company or any Restricted Subsidiary in the
ordinary course of business; and (20) Liens to secured
Attributable Debt in connection with sale-leaseback
transactions.

          "Person" means any individual, corporation,
limited liability company, partnership, joint venture,
association, joint-stock company, trust, estate,
unincorporated organization or government or any agency or
political subdivision thereof or any other entity.

          "Preferred Shares" means, with respect to any
Person, any and all shares, interests, participations or
other equivalents (however designated, whether voting or non-
voting) of such Person's preferred or preference equity,
whether now outstanding or issued after the Issue Date,
including, without limitation, the Senior Preferred Stock
and all other series and classes of such preferred stock or
preference stock.

          "Private Placement Legend" means the legend set
forth in Section 2.06(g)(i) to be placed on all Notes issued
under this Indenture except where otherwise permitted by the
provisions of this Indenture.

          "Public Equity Offering" means an underwritten
primary public offering of Common Stock of the Company
pursuant to an effective registration statement under the
Securities Act.

          "QIB" means a "qualified institutional buyer" as
defined in Rule 144A.

          "Qualified Joint Venture" means (A) a Person at
least a majority of the Voting Stock of which, after giving
effect to the contribution contemplated by clause (7) of the
definition of "Permitted Investment," is beneficially owned
by Qualified Joint Venture Partners, or (B) a Restricted
Subsidiary, at least a majority of the Voting Stock of
which, other than Voting Stock held by the Company or any
Restricted Subsidiary, is beneficially owned by Qualified
Joint Venture Partners; provided, however, that any such
Qualified Joint Venture engages in only a Permitted Business
or Permitted Businesses.

          "Qualified Joint Venture Partner" means a Person
that either has, or is a direct or indirect majority-owned
subsidiary of a Person that has, an Equity Market
Capitalization of at least $10 billion as of the date of
determination.

          "Ratings Liquidated Damages" means all fees then
owing pursuant to Section 4.21 hereof.

          "Registration Rights Agreement" means the
Registration Rights Agreement, dated as of June 22, 2000, by
and among the Company and the Initial Purchasers, as such
agreement may be amended, modified or supplemented from time
to time and, with respect to any Additional Notes, one or
more registration rights agreements between the Company and
the other parties thereto, as such agreement(s) may be
amended, modified or supplemented from time to time,
relating to rights given by the Company to the purchasers of
Additional Notes to register such Additional Notes under the
Securities Act.

          "Registration Rights Liquidated Damages" means all
liquidated damages then owing pursuant to Section 5 of the
Registration Rights Agreement.

          "Regulation S" means Regulation S promulgated
under the Securities Act.

          "Regulation S Global Note" means a Global Note in
substantially the form of Exhibit A hereto bearing the
Global Note Legend and the Private Placement Legend and
deposited with or on behalf of and registered in the name of
the Depositary or its nominee, issued in a denomination
equal to the outstanding principal amount of the Notes
initially sold in reliance on Rule 903 of Regulation S.

          "Responsible Officer," when used with respect to
the Trustee, means any officer within the Corporate Trust
Department of the Trustee (or any successor group of the
Trustee) or any other officer of the Trustee customarily
performing functions similar to those performed by any of
the above designated officers and also means, with respect
to a particular corporate trust matter, any other officer to
whom such matter is referred because of his or her knowledge
of and familiarity with the particular subject.

          "Restricted Definitive Note" means a Definitive
Note bearing the Private Placement Legend.

          "Restricted Global Note" means a Global Note
bearing the Private Placement Legend.

          "Restricted Investment" means an Investment other
than a Permitted Investment.

          "Restricted Period" means the 40-day distribution
compliance period as defined in Regulation S.

          "Restricted Subsidiary" means any Subsidiary of
the Company other than an Unrestricted Subsidiary.

          "Rule 144" means Rule 144 promulgated under the
Securities Act.

          "Rule 144A" means Rule 144A promulgated under the
Securities Act.

          "Rule 903" means Rule 903 promulgated under the
Securities Act.

          "Rule 904" means Rule 904 promulgated the
Securities Act.

          "Securities Act" means the Securities Act of 1933,
as amended.

          "Senior Preferred Stock" means the Company's two
series of 12-1/4% Senior Exchangeable Preferred Stock due
2008 and its 13% Senior Exchangeable Preferred Stock due
2009.

          "Shelf Registration Statement" means the Shelf
Registration Statement as defined in the Registration Rights
Agreement.

          "Significant Subsidiary" means, at any date of
determination, any Restricted Subsidiary that, together with
its Subsidiaries that are Restricted Subsidiaries, (1) for
the most recent fiscal year of the Company, accounted for
more than 10% of the consolidated revenues of the Company
and its Restricted Subsidiaries or (2) as of the end of such
fiscal year, was the owner of more than 10% of the
consolidated assets of the Company and its Restricted
Subsidiaries, all as set forth on the most recently
available consolidated financial statements of the Company
for such fiscal year.

          "S&P" means Standard & Poor's Ratings Services and
its successors.

          "Stated Maturity" means, (1) with respect to any
Indebtedness, the date specified in such Indebtedness as the
fixed date on which the final installment of principal of
such Indebtedness is due and payable, and (2) with respect
to any scheduled installment of principal of or interest on
any Indebtedness, the date specified in such Indebtedness as
the fixed date on which such installment is due and payable.

          "Subsidiary" means, with respect to any Person,
any corporation, association or other business entity of
which more than 50% of the voting power of the outstanding
Voting Stock is owned, directly or indirectly, by such
Person and one or more other Subsidiaries of such Person.

          "Sygnet Facility" means that certain credit
facility established by the Sygnet Facility Agreement.

          "Sygnet Facility Agreement" means the Credit
Agreement dated as of December 23, 1998, among Sygnet
Wireless Inc. and Bank of America, N.A., together with all
other agreements, instruments and documents, executed or
delivered pursuant thereto or in connection therewith, in
each case as such agreements, instruments or documents may
be amended, supplemented, extended, renewed, refinanced,
replaced or otherwise modified from time to time, including
without limitation, increases and decreases from time to
time in amounts available for borrowings thereunder.

          "Temporary Cash Investment" means any of the
following:  (1) direct obligations of the United States of
America or any agency thereof or obligations fully and
unconditionally guaranteed by the United States of America
or any agency thereof, having maturities of not more than
one year from the date of acquisition, (2) time deposit
accounts, certificates of deposit and money market deposits
maturing within 180 days of the date of acquisition thereof
issued by a bank or trust company which is organized under
the laws of the United States of America, any state thereof
or any foreign country recognized by the United States, and
which bank or trust company has capital, surplus and
undivided profits aggregating in excess of $50 million or
the foreign currency equivalent thereof and has outstanding
debt which is rated "A" or such similar equivalent rating or
higher by at least one nationally recognized statistical
rating organization as defined in Rule 436 under the
Securities Act or any money-market fund sponsored by a
registered broker dealer or mutual fund distributor, (3)
repurchase obligations with a term of not more than 30 days
for underlying securities of the types described in
clause (1) above entered into with a bank meeting the
qualifications described in clause (2) above, (4) commercial
paper, maturing not more than 90 days after the date of
acquisition, issued by a corporation other than an Affiliate
of the Company organized and in existence under the laws of
the United States of America, any state thereof or any
foreign country recognized by the United States of America
with a rating at the time as of which any investment therein
is made of "P-1" or higher according to Moody's or "A-1" or
higher according to S&P, and (5) securities with maturities
of six months or less from the date of acquisition issued or
fully and unconditionally guaranteed by any state,
commonwealth or territory of the United States of America,
or by any political subdivision or taxing authority thereof,
and rated at least "A" or such similar equivalent or higher
rating by S&P or Moody's.

          "TIA" means the Trust Indenture Act of 1939
(15 U.S.C.  77aaa-77bbbb) as in effect on the date on
which this Indenture is qualified under the TIA, except as
provided in Section 9.03 hereof.

          "Trade Payables" means accounts payable to vendors
in the ordinary course of business.

          "Transaction Date" means, with respect to the
Incurrence of any Indebtedness by the Company or any of its
Restricted Subsidiaries, the date such Indebtedness is to be
Incurred and, with respect to any Restricted Payment, the
date such Restricted Payment is to be made.

          "Treasury Rate" means the yield to maturity at the
time of computation of United States Treasury securities
with a constant maturity (as compiled and published in the
most recent Federal Reserve Statistical Release H.15 (519)
which has become publicly available at least two business
days prior to the redemption date or, if such Statistical
Release is no longer published, any publicly available
source or similar market data) most nearly equal to the
period from the redemption date to July 1, 2005, provided,
however, that if the period from the redemption date to July
1, 2005 is not equal to the constant maturity of a United
States Treasury security for which a weekly average yield is
given, the Treasury Rate shall be obtained by linear
interpolation (calculated to the nearest one-twelfth of a
year) from the weekly average yields of United States
Treasury securities for which such yields are given, except
that if the period from the redemption date to July 1, 2005
is less than one year, the weekly average yield on actually
traded United States Treasury securities adjusted to a
constant maturity of one year shall be used.

          "Trustee" means the party named as such above
until a successor replaces it in accordance with the
applicable provisions of this Indenture and thereafter means
the successor serving hereunder.

          "Unrestricted Global Note" means a permanent
global Note in substantially the form of Exhibit A attached
hereto that bears the Global Note Legend and that has the
"Schedule of Exchanges of Interests in the Global Note"
attached thereto, and that is deposited with or on behalf of
and registered in the name of the Depositary, representing a
series of Notes that do not bear the Private Placement
Legend.

          "Unrestricted Definitive Note" means one or more
Definitive Notes that do not bear and are not required to
bear the Private Placement Legend.

          "Unrestricted Subsidiary" means Dobson Tower
Company, DCC PCS, Inc. or any other Subsidiary of the
Company that at any time of determination after the Issue
Date shall be designated an Unrestricted Subsidiary by the
Company's Board of Directors in the manner provided below
and any Subsidiary of an Unrestricted Subsidiary. The
Company's Board of Directors may designate any Restricted
Subsidiary including any newly acquired or newly formed
Subsidiary of the Company to be an Unrestricted Subsidiary
unless, immediately after such designation, such Subsidiary
owns any Capital Stock of, or owns or holds any Lien on any
property of, the Company or any Restricted Subsidiary;
provided, however, that (1) any Guarantee by the Company or
any Restricted Subsidiary of any Indebtedness of the
Subsidiary being so designated shall be deemed an
"Incurrence" of such Indebtedness and an "Investment" by the
Company or such Restricted Subsidiary (or both, if
applicable) at the time of such designation; (2) either the
Subsidiary to be so designated has total assets of $1,000 or
less or if such Subsidiary has assets greater than $1,000,
such designation would be permitted under Section 4.07
hereof; and (3) if applicable, the Incurrence of
Indebtedness and the Investment referred to in clause (1) of
this proviso would be permitted under Sections 4.09 and 4.07
hereof.

          The Company's Board of Directors may designate any
Unrestricted Subsidiary to be a Restricted Subsidiary; on
the condition that immediately after giving effect to such
designation (1) all Liens and Indebtedness of such
Unrestricted Subsidiary outstanding immediately after such
designation would, if Incurred at such time, have been
permitted to be Incurred for all purposes of this Indenture,
and (2) no Default or Event of Default shall have occurred
and be continuing, or shall occur upon such redesignation.
Any such designation by the Company's Board of Directors
shall be evidenced to the Trustee by promptly providing the
Trustee a copy of the Board Resolution giving effect to such
designation and an Officers' Certificate certifying that
such designation complied with the foregoing provisions.

          "U.S. Person" means a U.S. person as defined in
Rule 902(o) under the Securities Act.

          "Voting Stock" means with respect to any Person,
Capital Stock of any class or kind ordinarily having the
power to vote for the election of directors, managers or
other voting members of the governing body of such Person.

          "Wholly Owned" means, with respect to any
Subsidiary of any Person, the ownership of all of the
outstanding Capital Stock of such Subsidiary (other than any
director's qualifying shares or Investments by foreign
nationals mandated by applicable law) by such Person or one
or more Wholly Owned Subsidiaries of such Person.

Section 1.02.  Other Definitions.

                                                Defined in
          Term                                    Section

       "Affiliate Transaction"                     4.11
       "Authentication Order"                      2.02
       "Change of Control Offer"                   4.14
       "Change of Control Payment"                 4.14
       "Change of Control Payment Date"            4.14
       "Covenant Defeasance"                       8.03
       "DTC"                                       2.03
       "EBITDA"                                    4.03
       "Event of Default"                          6.01
       "Excess Proceeds"                           4.10
       "Guaranteed Indebtedness                    4.14
       "Legal Defeasance"                          8.02
       "Offer Amount"                              3.09
       "Offer Period"                              3.09
       "Offer to Purchase                          3.09
       "Paying Agent"                              2.03
       "Payment Date"                              3.09
       "Registrar"                                 2.03
       "Restricted Payments"                       4.07
       "Subsidiary Guarantee"                      4.14
       "Successor Company"                         5.01

Section 1.03.  Incorporation by Reference of Trust Indenture
Act.

          (a)  Whenever this Indenture refers to a provision of the
TIA, the provision is incorporated by reference in and made
a part of this Indenture.

          (b)  The following TIA terms used in this Indenture have the
following meanings:

               "indenture securities" means the Notes;

               "indenture security holder" means a Holder of
               a Note;

               "indenture to be qualified" means this
               Indenture;

               "indenture trustee" or "institutional
               trustee" means the Trustee; and

               "obligor" on the Notes means the Company and
               any successor obligor upon the Notes.

          (c)  All other terms used in this Indenture that are defined
by the TIA, defined by TIA reference to another statute or
defined by Commission rule under the TIA have the meanings
so assigned to them.

Section 1.04.  Rules Of Construction.

          (a)  Unless the context otherwise requires:

               (1)  a term has the meaning assigned to it;

               (2)  an accounting term not otherwise defined has the
          meaning assigned to it in accordance with GAAP;

               (3)  "or" is not exclusive;

               (4)  words in the singular include the plural, and in the
          plural include the singular;

               (5)  "including" means "including without limitation";

               (6)  provisions apply to successive events and transactions;
and
               (7)  references to sections of or rules under the Securities
          Act shall be deemed to include substitute, replacement or
          successor sections or rules adopted by the Commission from
          time to time.

                                   ARTICLE 2.

                                   THE NOTES

Section 2.01.  Form and Dating.

          (a)  General.  The Notes and the Trustee's certificate of
authentication shall be substantially in the form of Exhibit
A hereto.  The Notes may have notations, legends or
endorsements required by law, stock exchange rule or usage.
Each Note shall be dated the date of its authentication.
The Notes shall be in denominations of $1,000 and integral
multiples thereof. The terms and provisions contained in the
Notes shall constitute, and are hereby expressly made, a
part of this Indenture and, to the extent applicable, the
Company and the Trustee, by their execution and delivery of
this Indenture, expressly agree to such terms and provisions
and to be bound thereby.  However, to the extent any
provision of any Note conflicts with the express provisions
of this Indenture, the provisions of this Indenture shall
govern and be controlling.

          (b)  Form of Notes.  Notes issued in global form shall be
substantially in the form of Exhibit A attached hereto
(including the Global Note Legend thereon and the "Schedule
of Exchanges of Interests in the Global Note" attached
thereto).  Notes issued in definitive form shall be
substantially in the form of Exhibit A attached hereto (but
without the Global Note Legend thereon and without the
"Schedule of Exchanges of Interests in the Global Note"
attached thereto).  Each Global Note shall represent such of
the outstanding Notes as shall be specified therein and each
shall provide that it shall represent the aggregate
principal amount of outstanding Notes from time to time
endorsed thereon and that the aggregate principal amount of
outstanding Notes represented thereby may from time to time
be reduced or increased, as appropriate, to reflect
exchanges and redemptions.  Any endorsement of a Global Note
to reflect the amount of any increase or decrease in the
aggregate principal amount of outstanding Notes represented
thereby shall be made by the Trustee or the Custodian, at
the direction of the Trustee, in accordance with
instructions given by the Holder thereof as required by
Section 2.06 hereof.

          (c)  Euroclear and Clearstream Procedures Applicable. The
provisions of the "Operating Procedures of the Euroclear
System" and "Terms and Conditions Governing Use of
Euroclear" and the equivalent procedures of Clearstream
shall be applicable to transfers of beneficial interests in
Global Notes that are held by Participants through Euroclear
or Clearstream.

          (d)  Subject to compliance with the provisions of Section
4.09, the Company may issue Additional Notes under this
Indenture; provided, however, that in no event may more than
$600.0 million aggregate principal amount of Notes be issued
under this Indenture.

Section 2.02.  Execution and Authentication.

          (a)  One Officer shall sign the Notes for the Company by
manual or facsimile signature.  The Company's seal may be
reproduced on the Notes and may be in facsimile form.

          (b)  If an Officer whose signature is on a Note no longer
holds that office at the time a Note is authenticated, the
Note shall nevertheless be valid.

          (c)  A Note shall not be valid until authenticated by the
manual signature of the Trustee.  The signature shall be
conclusive evidence that the Note has been authenticated
under this Indenture.

          (d)  The Trustee shall, upon a written order of the
Company signed by an Officer (an "Authentication Order"),
authenticate Notes for original issue up to the aggregate
principal amount stated in paragraph 4 of the Notes.  The
aggregate principal amount of Notes outstanding at any time
may not exceed such amount except as provided in
Section 2.07 hereof.

          (e)  The Trustee may appoint an authenticating agent
acceptable to the Company to authenticate Notes.  An
authenticating agent may authenticate Notes whenever the
Trustee may do so.  Each reference in this Indenture to
authentication by the Trustee includes authentication by
such agent.  An authenticating agent has the same rights as
an Agent to deal with Holders or an Affiliate of the
Company.

Section 2.03.  Registrar and Paying Agent.

          (a)  The Company shall maintain an office or agency where
Notes may be presented for registration of transfer or for
exchange ("Registrar") and an office or agency where Notes
may be presented for payment ("Paying Agent").  The
Registrar shall keep a register of the Notes and of their
transfer and exchange.  The Company may appoint one or more
co-registrars and one or more additional paying agents.  The
term "Registrar" includes any co-registrar and the term
"Paying Agent" includes any additional paying agent.  The
Company may change any Paying Agent or Registrar without
notice to any Holder.  The Company shall notify the Trustee
in writing of the name and address of any Agent not a party
to this Indenture.  If the Company fails to appoint or
maintain another entity as Registrar or Paying Agent, the
Trustee shall act as such.  The Company or any of its
Subsidiaries may act as Paying Agent or Registrar.

          (b)  The Company initially appoints The Depository Trust
Company ("DTC") to act as Depositary with respect to the
Global Notes.

          (c)  The Company initially appoints the Trustee to act as
the Registrar and Paying Agent and to act as Custodian with
respect to the Global Notes.

Section 2.04.  Paying Agent to Hold Money in Trust.

          The Company shall require each Paying Agent other
than the Trustee to agree in writing that the Paying Agent
shall hold in trust for the benefit of Holders or the
Trustee all money held by the Paying Agent for the payment
of principal of, and premium, Liquidated Damages, if any, or
interest on, the Notes, and shall notify the Trustee of any
default by the Company in making any such payment.  While
any such default continues, the Trustee may require a Paying
Agent to pay all money held by it to the Trustee.  The
Company at any time may require a Paying Agent to pay all
money held by it to the Trustee.  Upon payment over to the
Trustee, the Paying Agent (if other than the Company or a
Subsidiary) shall have no further liability for the money.
If the Company or a Subsidiary acts as Paying Agent, it
shall segregate and hold in a separate trust fund for the
benefit of the Holders all money held by it as Paying Agent.
Upon any bankruptcy or reorganization proceedings relating
to the Company, the Trustee shall serve as Paying Agent for
the Notes.

Section 2.05.  Holder Lists.

          The Trustee shall preserve in as current a form as
is reasonably practicable the most recent list available to
it of the names and addresses of all Holders and shall
otherwise comply with TIA  312(a).  If the Trustee is not
the Registrar, the Company shall furnish to the Trustee at
least seven Business Days or such shorter time as the
Trustee may allow before each interest payment date and at
such other times as the Trustee may request in writing, a
list in such form and as of such date, as the Trustee may
reasonably require of the names and addresses of the Holders
of Notes, including the aggregate principal amount of Notes
held by each Holder.

Section 2.06.  Transfer and Exchange.

          (a)  Transfer and Exchange of Global Notes.  A Global Note
may not be transferred as a whole except by the Depositary
to a nominee of the Depositary, by a nominee of the
Depositary to the Depositary or to another nominee of the
Depositary, or by the Depositary or any such nominee to a
successor Depositary or a nominee of such successor
Depositary.  Global Notes will be exchanged by the Company
for Definitive Notes if (i) the Depositary (x) notifies the
Company that it is unwilling or unable to continue to act as
depositary for the Restricted Global Notes and the Company
thereupon fails to appoint a successor Depositary, or (y)
has ceased to be a clearing agency registered under the
Exchange Act and the Company fails to appoint a successor,
and, in either case, a successor Depositary is not appointed
by the Company within 90 days after the date of such notice
from the Depositary, (ii) the Company in its sole discretion
determines that the Global Notes should be exchanged for
Definitive Notes and delivers a written notice to such
effect to the Trustee, or (iii) there has occurred and is
continuing a Default or Event of Default.  Upon the
occurrence of any of the preceding events in (i), (ii) or
(iii) above, Definitive Notes shall be issued in such names
as the Depositary shall instruct the Trustee.  Global Notes
also may be exchanged or replaced, in whole or in part, as
provided in Sections 2.07 and 2.10 hereof.  Every Note
authenticated and delivered in exchange for, or in lieu of,
a Global Note or any portion thereof, pursuant to this
Section 2.06 or Section 2.07 or 2.10 hereof, shall be
authenticated and delivered in the form of, and shall be, a
Global Note.  A Global Note may not be exchanged for another
Note other than as provided in Sections 2.06(a), 2.07, 2.10
and 9.05 hereof, although beneficial interests in a Global
Note may be transferred and exchanged as provided in Section
2.06(b), (c), (d) or (f) hereof.

          (b)  Transfer and Exchange of Beneficial Interests
in the Global Notes.  The transfer and exchange of beneficial
interests in the Global Notes shall be effected through the
Depositary, in accordance with the provisions of this
Indenture and the Applicable Procedures.  Beneficial
interests in the Restricted Global Notes shall be subject to
restrictions on transfer comparable to those set forth
herein to the extent required by the Securities Act.
Transfers of beneficial interests in the Global Notes also
shall require compliance with either subparagraph (i) or
(ii) below, as applicable, as well as one or more of the
other following subparagraphs, as applicable:

               (i)  Transfer of Beneficial Interests in the Same Global
     Note.  Beneficial interests in any Restricted Global Note
     may be transferred to Persons who take delivery thereof in
     the form of a beneficial interest in the same Restricted
     Global Note in accordance with the transfer restrictions set
     forth in the Private Placement Legend; provided, however,
     that prior to the expiration of the Restricted Period,
     transfers of beneficial interests in the Regulation S Global
     Note may not be made to a U.S. Person or for the account or
     benefit of a U.S. Person (other than the Initial
     Purchasers).  Beneficial interests in any Unrestricted
     Global Note may be transferred to Persons who take delivery
     thereof in the form of a beneficial interest in an
     Unrestricted Global Note.  No written orders or instructions
     shall be required to be delivered to the Registrar to effect
     the transfers described in this Section 2.06(b)(i).

               (ii) All Other Transfers and Exchanges of Beneficial
     Interests in Global Notes.  In connection with all transfers
     and exchanges of beneficial interests that are not subject
     to Section 2.06(b)(i) above, the transferor of such
     beneficial interest must deliver to the Registrar either (A)
     (1) a written order from a Participant or an Indirect
     Participant given to the Depositary in accordance with the
     Applicable Procedures directing the Depositary to credit or
     cause to be credited a beneficial interest in another Global
     Note in an amount equal to the beneficial interest to be
     transferred or exchanged and (2) instructions given in
     accordance with the Applicable Procedures containing
     information regarding the Participant account to be credited
     with such increase or (B), subject to Section 2.06(a), (1) a
     written order from a Participant or an Indirect Participant
     given to the Depositary in accordance with the Applicable
     Procedures directing the Depositary to cause to be issued a
     Definitive Note in an amount equal to the beneficial
     interest to be transferred or exchanged and (2) instructions
     given by the Depositary to the Registrar containing
     information regarding the Person in whose name such
     Definitive Note shall be registered to effect the transfer
     or exchange referred to in (1) above.  Upon consummation of
     an Exchange Offer by the Company in accordance with Section
     2.06(f) hereof, the requirements of this Section 2.06(b)(ii)
     shall be deemed to have been satisfied upon receipt by the
     Registrar of the instructions contained in the Letter of
     Transmittal delivered by the Holder of such beneficial
     interests in the Restricted Global Notes.  Upon satisfaction
     of all of the requirements for transfer or exchange of
     beneficial interests in Global Notes contained in this
     Indenture and the Notes or otherwise applicable under the
     Securities Act, the Trustee shall adjust the principal
     amount of the relevant Global Note(s) pursuant to Section
     2.06(h) hereof.

               (iii) Transfer of Beneficial Interests to Another
     Restricted Global Note.  A beneficial interest in any
     Restricted Global Note may be transferred to a Person who
     takes delivery thereof in the form of a beneficial interest
     in another Restricted Global Note if the transfer complies
     with the requirements of Section 2.06(b)(ii) above and the
     Registrar receives the following:

               (A)  if the transferee shall take delivery in the form
          of a beneficial interest in the 144A Global Note, then the
          transferor must deliver a certificate in the form of Exhibit
          B hereto, including the certifications in item (1) thereof;
          or

               (B)  if the transferee shall take delivery in the form of a
          beneficial interest in the Regulation S Global Note, then
          the transferor must deliver a certificate in the form of
          Exhibit B hereto, including the certifications in item (2)
          thereof.

               (iv) Transfer and Exchange of Beneficial Interests
     in a Restricted Global Note for Beneficial Interests in the
     Unrestricted Global Note.  A beneficial interest in any
     Restricted Global Note may be exchanged by any Holder
     thereof for a beneficial interest in an Unrestricted Global
     Note or transferred to a Person who takes delivery thereof
     in the form of a beneficial interest in an Unrestricted
     Global Note if the exchange or transfer complies with the
     requirements of Section 2.06(b)(ii) above and:

               (A)  such exchange or transfer is effected pursuant to
          the Exchange Offer in accordance with the Registration Rights
          Agreement and the Holder of the beneficial interest to be
          transferred, in the case of an exchange, or the transferee,
          in the case of a transfer, certifies in the applicable
          Letter of Transmittal that it is not (1) a broker-dealer,
          (2) a Person participating in the distribution of the
          Exchange Notes or (3) a Person who is an affiliate (as
          defined in Rule 144) of the Company;

               (B)  such transfer is effected pursuant to the Shelf
          Registration Statement in accordance with the Registration
          Rights Agreement;

               (C)  such transfer is effected by a Participating Broker-
          Dealer pursuant to the Exchange Offer Registration Statement
          in accordance with the Registration Rights Agreement; or

               (D)  the Registrar receives the following:

               (1)  if the Holder of such beneficial interest in a
          Restricted Global Note proposes to exchange such beneficial
          interest for a beneficial interest in an Unrestricted Global
          Note, a certificate from such Holder in the form of Exhibit
          C hereto, including the certifications in item (1)(a)
          thereof; or

               (2)  if the Holder of such beneficial interest in a
          Restricted Global Note proposes to transfer such beneficial
          interest to a Person who shall take delivery thereof in the
          form of a beneficial interest in an Unrestricted Global
          Note, a certificate from such Holder in the form of Exhibit
          B hereto, including the certifications in item (4) thereof;

          and, in each such case set forth in this
subparagraph (D), if the Registrar, the Company or the
Trustee so requests or if the Applicable Procedures so
require, an Opinion of Counsel in form reasonably acceptable
to the Registrar or the Company, if applicable, to the
effect that such exchange or transfer is in compliance with
the Securities Act and that the restrictions on transfer
contained herein and in the Private Placement Legend are no
longer required in order to maintain compliance with the
Securities Act.

          If any such transfer is effected pursuant to
subparagraph (B) or (D) above at a time when an Unrestricted
Global Note has not yet been issued, the Company shall issue
and, upon receipt of an Authentication Order in accordance
with Section 2.02 hereof, the Trustee shall authenticate one
or more Unrestricted Global Notes in an aggregate principal
amount equal to the aggregate principal amount of beneficial
interests transferred pursuant to subparagraph (B) or (D)
above.

          Beneficial interests in an Unrestricted Global
Note cannot be exchanged for, or transferred to Persons who
take delivery thereof in the form of, a beneficial interest
in a Restricted Global Note.

          (c)  Transfer or Exchange of Beneficial Interests for
Definitive Notes.

               (i)  Beneficial Interests in Restricted Global Notes
     to Restricted Definitive Notes.  Restricted Global Notes and
     beneficial interests therein shall be exchangeable for
     Definitive Notes if (i) the Depositary (x) notifies the
     Company that it is unwilling or unable to continue to act as
     depositary for the Restricted Global Notes and the Company
     thereupon fails to appoint a successor Depositary, or (y)
     has ceased to be a clearing agency registered under the
     Exchange Act and the Company fails to appoint a successor,
     and, in either case, a successor Depositary is not appointed
     by the Company within 90 days after the date of such notice
     from the Depositary, (ii) the Company, at its option,
     notifies the Trustee in writing that it elects to cause the
     issuance of the Definitive Notes or (iii) there shall have
     occurred and be continuing a Default with respect to the
     Notes. In all cases, Definitive Notes delivered in exchange
     for any Restricted Global Note or beneficial interests
     therein shall be registered in the names, and issued in any
     approved denominations, requested by or on behalf of the
     Depositary (in accordance with the Applicable Procedures).

               In such event, the Trustee shall cause the
     Restricted Global Notes to be canceled accordingly
     pursuant to Section 2.11 hereof, and the Company shall
     execute and the Trustee shall authenticate and deliver
     to the Person designated a Definitive Note in the
     appropriate principal amount.  Any Definitive Note
     issued in exchange for a beneficial interest in a
     Restricted Global Note pursuant to this Section 2.06(c)
     shall be registered in such name or names and in such
     authorized denomination or denominations as the Holder
     of such beneficial interest shall instruct the
     Registrar through instructions from the Depositary and
     the Participant or Indirect Participant.  The Trustee
     shall deliver such Definitive Notes to the Persons in
     whose names such Notes are so registered.  Any
     Definitive Note issued in exchange for a beneficial
     interest in a Restricted Global Note pursuant to this
     Section 2.06(c)(i) shall bear the Private Placement
     Legend and shall be subject to all restrictions on
     transfer contained therein.

               (ii) Beneficial Interests in Restricted Global Notes
     to Unrestricted Definitive Notes.  A Holder of a beneficial
     interest in a Restricted Global Note may exchange such
     beneficial interest for an Unrestricted Definitive Note or
     may transfer such beneficial interest to a Person who takes
     delivery thereof in the form of an Unrestricted Definitive
     Note only if:

               (A)  such exchange or transfer is effected pursuant to the
          Exchange Offer in accordance with the Registration Rights
          Agreement and the Holder of such beneficial interest, in the
          case of an exchange, or the transferee, in the case of a
          transfer, certifies in the Letter of Transmittal that it is
          not (1) a broker-dealer, (2) a Person participating in the
          distribution of the Exchange Notes or (3) a Person who is an
          affiliate (as defined in Rule 144) of the Company;

               (B)  such transfer is effected pursuant to the Shelf
          Registration Statement in accordance with the Registration
          Rights Agreement;

               (C)  such transfer is effected by a Broker-Dealer pursuant
          to the Exchange Offer Registration Statement in accordance
          with the Registration Rights Agreement; or

               (D)  the Registrar receives the following:

               (1)  if the Holder of such beneficial interest in a
          Restricted Global Note proposes to exchange such beneficial
          interest for a Definitive Note that does not bear the
          Private Placement Legend, a certificate from such Holder in
          the form of Exhibit C hereto, including the certifications
          in item (1)(b) thereof; or

               (2)  if the Holder of such beneficial interest in a
          Restricted Global Note proposes to transfer such beneficial
          interest to a Person who shall take delivery thereof in the
          form of a Definitive Note that does not bear the Private
          Placement Legend, a certificate from such Holder in the form
          of Exhibit B hereto, including the certifications in item
          (4) thereof;

          and, in each such case set forth in this
     subparagraph (D), if the Registrar, the Company or the
     Trustee so requests or if the Applicable Procedures so
     require, an Opinion of Counsel in form reasonably
     acceptable to the Registrar, the Trustee or the
     Company, if applicable, to the effect that such
     exchange or transfer is in compliance with the
     Securities Act and that the restrictions on transfer
     contained herein and in the Private Placement Legend
     are no longer required in order to maintain compliance
     with the Securities Act.

               (iii) Beneficial Interests in Unrestricted Global Notes
     to Unrestricted Definitive Notes. Unrestricted Global Notes
     and beneficial interests therein shall be exchangeable for
     Definitive Notes if (i) the Depositary (x) notifies the
     Company that it is unwilling or unable to continue as
     depositary for the Unrestricted Global Notes, or (y) has
     ceased to be a clearing agency registered under the Exchange
     Act and the Company fails to appoint a successor, and, in
     either case, a successor Depositary is not appointed by the
     Company within 90 days after the date of such notice from
     the Depositary, (ii) the Company, at its option, notifies
     the Trustee in writing that it elects to cause the issuance
     of the Definitive Notes or (iii) there shall have occurred
     and be continuing a Default or Event of Default with respect
     to the Notes. In all cases, Definitive Notes delivered in
     exchange for any Unrestricted Global Note or beneficial
     interests therein will be registered in the names, and
     issued in any approved denominations, requested by or on
     behalf of the depositary (in accordance with the Applicable
     Procedures).  In such event, the Trustee shall cause the
     Unrestricted Global Notes to be canceled accordingly
     pursuant to Section 2.11 hereof, and the Company shall
     execute and the Trustee shall authenticate and deliver to
     the Person designated in the instructions a Definitive Note
     in the appropriate principal amount.  Any Definitive Note
     issued in exchange for a beneficial interest pursuant to
     this Section 2.06(c)(iii) shall be registered in such name
     or names and in such authorized denomination or
     denominations as the Holder of such beneficial interest
     shall instruct the Registrar through instructions from the
     Depositary and the Participant or Indirect Participant.  The
     Trustee shall deliver such Definitive Notes to the Persons
     in whose names such Notes are so registered.  Any Definitive
     Note issued in exchange for a beneficial interest pursuant
     to this Section 2.06(c)(iii) shall not bear the Private
     Placement Legend.

          (d)  Transfer and Exchange of Definitive Notes for
Beneficial Interests.

               (i)  Restricted Definitive Notes to Beneficial Interests
     in Restricted Global Notes.  If any Holder of a Restricted
     Definitive Note proposes to exchange such Note for a
     beneficial interest in a Restricted Global Note or to
     transfer such Restricted Definitive Notes to a Person who
     takes delivery thereof in the form of a beneficial interest
     in a Restricted Global Note, then, upon receipt by the
     Registrar of the following documentation:

               (A)  if the Holder of such Restricted Definitive Note
          proposes to exchange such Note for a beneficial interest in
          a Restricted Global Note, a certificate from such Holder in
          the form of Exhibit C hereto, including the certifications
          in item (2)(b) thereof;

               (B)  if such Restricted Definitive Note is being transferred
          to a QIB in accordance with Rule 144A under the Securities
          Act, a certificate to the effect set forth in Exhibit B
          hereto, including the certifications in item (1) thereof;

               (C)  if such Restricted Definitive Note is being transferred
          to a Non-U.S. Person in an offshore transaction in
          accordance with Rule 903 or Rule 904 under the Securities
          Act, a certificate to the effect set forth in Exhibit B
          hereto, including the certifications in item (2) thereof;

               (D)  if such Restricted Definitive Note is being transferred
          pursuant to an exemption from the registration requirements
          of the Securities Act in accordance with Rule 144 under the
          Securities Act, a certificate to the effect set forth in
          Exhibit B hereto, including the certifications in item
          (3)(a) thereof;

               (E)  if such Restricted Definitive Note is being transferred
          to an Institutional Accredited Investor in reliance on an
          exemption from the registration requirements of the
          Securities Act other than those listed in subparagraphs (B)
          through (D) above, a certificate to the effect set forth in
          Exhibit B hereto, including the certifications, certificates
          and Opinion of Counsel required by item (3) thereof, if
          applicable;

               (F)  if such Restricted Definitive Note is being transferred
          to the Company or any of its Subsidiaries, a certificate to
          the effect set forth in Exhibit B hereto, including the
          certifications in item (3)(b) thereof; or

               (G)  if such Restricted Definitive Note is being transferred
          pursuant to an effective registration statement under the
          Securities Act, a certificate to the effect set forth in
          Exhibit B hereto, including the certifications in item
          (3)(c) thereof,

the Trustee shall cancel the Restricted Definitive Note,
increase or cause to be increased the aggregate principal
amount of, in the case of clause (A) above, the appropriate
Restricted Global Note, in the case of clause (B) above, the
144A Global Note, and in the case of clause (C) above, the
Regulation S Global Note.

               (ii) Restricted Definitive Notes to Beneficial Interests
     in Unrestricted Global Notes.  A Holder of a Restricted
     Definitive Note may exchange such Note for a beneficial
     interest in an Unrestricted Global Note or transfer such
     Restricted Definitive Note to a Person who takes delivery
     thereof in the form of a beneficial interest in an
     Unrestricted Global Note only if:

               (A)  such exchange or transfer is effected pursuant to
          the Exchange Offer in accordance with the Registration Rights
          Agreement and the Holder, in the case of an exchange, or the
          transferee, in the case of a transfer, certifies in the
          applicable Letter of Transmittal that it is not (1) a broker-
          dealer, (2) a Person participating in the distribution of
          the Exchange Notes or (3) a Person who is an affiliate (as
          defined in Rule 144) of the Company;

               (B)  such transfer is effected pursuant to the Shelf
          Registration in accordance with the Registration Rights
          Agreement;

               (C)  such transfer is effected by a Broker-Dealer pursuant
          to the Exchange Offer Registration Statement in accordance
          with the Registration Rights Agreement; or

               (D)  the Registrar receives the following:

               (1)  if the Holder of such Definitive Notes proposes
          to exchange such Notes for a beneficial interest in the
          Unrestricted Global Note, a certificate from such Holder in
          the form of Exhibit C hereto, including the certifications
          in item (1)(c) thereof; or

               (2)  if the Holder of such Definitive Notes proposes to
          transfer such Notes to a Person who shall take delivery
          thereof in the form of a beneficial interest in the
          Unrestricted Global Note, a certificate from such Holder in
          the form of Exhibit B hereto, including the certifications
          in item (4) thereof;

and, in each such case set forth in this subparagraph (D),
if the Registrar, the Trustee or the Company so requests or
if the Applicable Procedures so require, an Opinion of
Counsel in form reasonably acceptable to the Registrar, the
Trustee or the Company, if applicable, to the effect that
such exchange or transfer is in compliance with the
Securities Act and that the restrictions on transfer
contained herein and in the Private Placement Legend are no
longer required in order to maintain compliance with the
Securities Act.

          Upon satisfaction of the conditions of any of the
subparagraphs in this Section 2.06(d)(ii), the Trustee shall
cancel the Definitive Notes and increase or cause to be
increased the aggregate principal amount of the Unrestricted
Global Note.

               (iii) Unrestricted Definitive Notes to Beneficial
     Interests in Unrestricted Global Notes.  A Holder of an
     Unrestricted Definitive Note may exchange such Note for a
     beneficial interest in an Unrestricted Global Note or
     transfer such Definitive Notes to a Person who takes
     delivery thereof in the form of a beneficial interest in an
     Unrestricted Global Note at any time.  Upon receipt of a
     request for such an exchange or transfer, the Trustee shall
     cancel the applicable Unrestricted Definitive Note and
     increase or cause to be increased the aggregate principal
     amount of one of the Unrestricted Global Notes.

          If any such exchange or transfer from a Definitive
Note to a beneficial interest is effected pursuant to
subparagraphs (ii)(B), (ii)(D) or (iii) above at a time when
an Unrestricted Global Note has not yet been issued, the
Company shall issue and, upon receipt of an Authentication
Order in accordance with Section 2.02 hereof, the Trustee
shall authenticate one or more Unrestricted Global Notes in
an aggregate principal amount equal to the principal amount
of Definitive Notes so transferred.

          (e)  Transfer and Exchange of Definitive Notes for
Definitive Notes.  Upon request by a Holder of Definitive
Notes and such Holder's compliance with the provisions of
this Section 2.06(e), the Registrar shall register the
transfer or exchange of Definitive Notes.  Prior to such
registration of transfer or exchange, the requesting Holder
shall present or surrender to the Registrar the Definitive
Notes duly endorsed or accompanied by a written instruction
of transfer in form satisfactory to the Registrar duly
executed by such Holder or by his attorney, duly authorized
in writing.  In addition, the requesting Holder shall
provide any additional certifications, documents and
information, as applicable, required pursuant to the
following provisions of this Section 2.06(e).

               (i) Restricted Definitive Notes to Restricted Definitive
     Notes.  Any Restricted Definitive Note may be transferred to
     and registered in the name of Persons who take delivery
     thereof in the form of a Restricted Definitive Note if the
     Registrar receives the following:

               (A)  if the transfer shall be made pursuant to Rule 144A
          under the Securities Act, then the transferor must deliver a
          certificate in the form of Exhibit B hereto, including the
          certifications in item (1) thereof; and

               (B)  if the transfer shall be made pursuant to Rule 903 or
          Rule 904, then the transferor must deliver a certificate in
          the form of Exhibit B hereto, including the certifications
          in item (2) thereof; and

               (C)  if the transfer shall be made pursuant to any other
          exemption from the registration requirements of the
          Securities Act, then the transferor must deliver a
          certificate in the form of Exhibit B hereto, including the
          certifications, certificates and Opinion of Counsel required
          by item (3) thereof, if applicable.

               (ii) Restricted Definitive Notes to Unrestricted Definitive
     Notes.  Any Restricted Definitive Note may be exchanged by
     the Holder thereof for an Unrestricted Definitive Note or
     transferred to a Person or Persons who take delivery thereof
     in the form of an Unrestricted Definitive Note if:

               (A)  such exchange or transfer is effected pursuant to
          the Exchange Offer in accordance with the Registration Rights
          Agreement and the Holder, in the case of an exchange, or the
          transferee, in the case of a transfer, certifies in the
          applicable Letter of Transmittal that it is not (1) a broker-
          dealer, (2) a Person participating in the distribution of
          the Exchange Notes or (3) a Person who is an affiliate (as
          defined in Rule 144) of the Company;

               (B)  any such transfer is effected pursuant to the Shelf
          Registration Statement in accordance with the Registration
          Rights Agreement;

               (C)  any such transfer is effected by a Participating Broker-
          Dealer pursuant to the Exchange Offer Registration Statement
          in accordance with the Registration Rights Agreement; or

               (D)  the Registrar receives the following:

               (1)  if the Holder of such Restricted Definitive Notes
          proposes to exchange such Notes for an Unrestricted
          Definitive Note, a certificate from such Holder in the form
          of Exhibit C hereto, including the certifications in item
          (1)(d) thereof; or

               (2)  if the Holder of such Restricted Definitive Notes
          proposes to transfer such Notes to a Person who shall take
          delivery thereof in the form of an Unrestricted Definitive
          Note, a certificate from such Holder in the form of Exhibit
          B hereto, including the certifications in item (4) thereof;

     and, in each such case set forth in this
     subparagraph (D), if the Registrar, the Trustee or
     the Company so requests, an Opinion of Counsel in
     form reasonably acceptable to the Registrar, the
     Trustee and the Company, if applicable, to the
     effect that such exchange or transfer is in
     compliance with the Securities Act and that the
     restrictions on transfer contained herein and in
     the Private Placement Legend are no longer
     required in order to maintain compliance with the
     Securities Act.

               (iii) Unrestricted Definitive Notes to Unrestricted
     Definitive Notes.  A Holder of Unrestricted Definitive Notes
     may transfer such Notes to a Person who takes delivery
     thereof in the form of an Unrestricted Definitive Note.
     Upon receipt of a request to register such a transfer, the
     Registrar shall register the Unrestricted Definitive Notes
     pursuant to the instructions from the Holder thereof.

          (f)  Exchange Offer.  Upon the occurrence of the Exchange
Offer in accordance with the Registration Rights Agreement,
the Company shall issue and, upon receipt of an
Authentication Order in accordance with Section 2.02, the
Trustee shall authenticate (i) one or more Unrestricted
Global Notes in an aggregate principal amount equal to the
principal amount of the beneficial interests in the
Restricted Global Notes tendered for acceptance by Persons
that certify in the applicable Letters of Transmittal that
(x) they are not broker-dealers, (y) they are not
participating in a distribution of the Exchange Notes and
(z) they are not affiliates (as defined in Rule 144) of the
Company, and accepted for exchange in the Exchange Offer and
(ii) Unrestricted Definitive Notes in an aggregate principal
amount equal to the principal amount of the Restricted
Definitive Notes accepted for exchange in the Exchange
Offer.  Concurrently with the issuance of such Notes, the
Trustee shall cause the aggregate principal amount of the
applicable Restricted Global Notes to be reduced
accordingly, and the Company shall execute and the Trustee
shall authenticate and deliver to the Persons designated by
the Holders of Definitive Notes so accepted Unrestricted
Definitive Notes in the appropriate principal amount.

          (g)  Legends.  The following legends shall appear on the
face of all Global Notes and Definitive Notes issued under
this Indenture unless specifically stated otherwise in the
applicable provisions of this Indenture.

               (i)  Private Placement Legend.

               (A)  Except as permitted by subparagraph (B) below, each
          Global Note and each Definitive Note (and all Notes issued
          in exchange therefor or substitution thereof) shall bear the
          legend in substantially the following form:

          "THE NOTES EVIDENCED HEREBY HAVE NOT BEEN
     REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933, AS
     AMENDED (THE "U.S. SECURITIES ACT"), OR OTHER
     SECURITIES LAWS.  NEITHER THIS NOTE NOR ANY INTEREST OR
     PARTICIPATION HEREIN MAY BE REOFFERED, SOLD, ASSIGNED,
     TRANSFERRED, PLEDGED, ENCUMBERED OR OTHERWISE DISPOSED
     OF IN THE ABSENCE OF SUCH REGISTRATION UNLESS THE
     TRANSACTION IS EXEMPT FROM, OR NOT SUBJECT TO, THE
     REGISTRATION REQUIREMENTS OF THE U.S. SECURITIES ACT.
     THE HOLDER OF THIS SECURITY BY ITS ACCEPTANCE HEREOF
     (1) REPRESENTS THAT (A) IT IS A "QUALIFIED
     INSTITUTIONAL BUYER" (AS DEFINED IN RULE 144A UNDER THE
     U.S. SECURITIES ACT) OR (B) IT IS NOT A U.S. PERSON AND
     IS ACQUIRING THIS NOTE IN AN "OFFSHORE TRANSACTION"
     PURSUANT TO RULE 904 OF REGULATION S UNDER THE U.S.
     SECURITIES ACT, (2) AGREES THAT IT WILL NOT PRIOR TO
     (X) THE DATE WHICH IS TWO YEARS (OR SUCH SHORTER PERIOD
     OF TIME AS PERMITTED BY RULE 144(k) UNDER THE U.S.
     SECURITIES ACT OR ANY SUCCESSOR PROVISION THEREUNDER)
     AFTER THE LATER OF THE ORIGINAL ISSUE DATE HEREOF (OR
     OF ANY PREDECESSOR OF THIS NOTE) OR THE LAST DAY ON
     WHICH THE ISSUER OR ANY AFFILIATE OF THE ISSUER WERE
     THE OWNERS OF THIS NOTE (OR ANY PREDECESSOR OF THIS
     NOTE) AND (Y) SUCH LATER DATE, IF ANY, AS MAY BE
     REQUIRED BY APPLICABLE LAW (THE "RESALE RESTRICTION
     TERMINATION DATE"), OFFER, SELL OR OTHERWISE TRANSFER
     THIS NOTE EXCEPT (A) TO THE COMPANY, (B) PURSUANT TO A
     REGISTRATION STATEMENT WHICH HAS BEEN DECLARED
     EFFECTIVE UNDER THE U.S. SECURITIES ACT, (C) FOR SO
     LONG AS THE NOTES ARE ELIGIBLE FOR RESALE PURSUANT TO
     RULE 144A, TO A PERSON IT REASONABLY BELIEVES IS A
     "QUALIFIED INSTITUTIONAL BUYER" AS DEFINED IN RULE 144A
     UNDER THE U.S. SECURITIES ACT THAT PURCHASES FOR ITS
     OWN ACCOUNT OR FOR THE ACCOUNT OF A QUALIFIED
     INSTITUTIONAL BUYER TO WHOM NOTICE IS GIVEN THAT THE
     TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A, (D) TO
     CERTAIN INSTITUTIONAL ACCREDITED INVESTORS WITHIN THE
     MEANING OF SUBPARAGRAPHS (A)(1), (2) OR (3) OR (7) OF
     RULE 501 UNDER THE SECURITIES ACT THAT IS PURCHASING
     FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF SUCH AN
     INSTITUTIONAL ACCREDITED INVESTOR FOR INVESTMENT
     PURPOSES AND NOT WITH A VIEW OR FOR OFFER OR SALE IN
     CONNECTION WITH ANY DISTRIBUTION IN VIOLATION OF THE
     SECURITIES ACT, (E) PURSUANT TO OFFERS AND SALES TO NON-
     U.S. PERSONS THAT OCCUR OUTSIDE THE UNITED STATES
     WITHIN THE MEANING OF REGULATION S UNDER THE U.S.
     SECURITIES ACT OR (F) PURSUANT TO ANY OTHER AVAILABLE
     EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE
     U.S. SECURITIES ACT, AND (3) AGREES THAT IT WILL GIVE
     TO EACH PERSON TO WHOM THIS NOTE IS TRANSFERRED A
     NOTICE SUBSTANTIALLY TO THE EFFECT OF THIS LEGEND;
     PROVIDED THAT THE COMPANY, THE TRUSTEE, AND THE
     REGISTRAR SHALL HAVE THE RIGHT PRIOR TO ANY SUCH OFFER,
     SALE OR TRANSFER PURSUANT TO CLAUSE (E) OR (F) TO
     REQUIRE THAT AN OPINION OF COUNSEL, CERTIFICATIONS
     AND/OR OTHER INFORMATION SATISFACTORY TO THE COMPANY,
     THE TRUSTEE AND THE REGISTRAR IS COMPLETED AND
     DELIVERED BY THE TRANSFEROR. THIS LEGEND WILL BE
     REMOVED UPON THE REQUEST OF THE HOLDER AFTER THE RESALE
     RESTRICTION TERMINATION DATE. AS USED HEREIN, THE TERMS
     "OFFSHORE TRANSACTION," "UNITED STATES" AND "U.S.
     PERSON" HAVE THE MEANINGS GIVEN TO THEM BY REGULATION S
     UNDER THE U.S. SECURITIES ACT."

               (B)  Notwithstanding the foregoing, any Global Note or
          Definitive Note issued pursuant to subparagraphs (b)(iv),
          (c)(ii), (c)(iii), (d)(ii), (d)(iii), (e)(ii) or (e)(iii) to
          this Section 2.06 (and all Notes issued in exchange therefor
          or substitution thereof) shall not bear the Private
          Placement Legend.

               (ii) Global Note Legend.  Each Global Note shall bear a
     legend in substantially the following form:

     "THIS GLOBAL NOTE IS HELD BY THE DEPOSITARY (AS DEFINED
     IN THE INDENTURE GOVERNING THIS NOTE) OR ITS NOMINEE IN
     CUSTODY FOR THE BENEFIT OF THE BENEFICIAL OWNERS
     HEREOF, AND IS NOT TRANSFERABLE TO ANY PERSON UNDER ANY
     CIRCUMSTANCES EXCEPT THAT (I) THE TRUSTEE MAY MAKE SUCH
     NOTATIONS HEREON AS MAY BE REQUIRED PURSUANT TO SECTION
     2.06 OF THE INDENTURE, (II) THIS GLOBAL NOTE MAY BE
     EXCHANGED IN WHOLE BUT NOT IN PART PURSUANT TO SECTION
     2.06(a) OF THE INDENTURE, (III) THIS GLOBAL NOTE MAY BE
     DELIVERED TO THE TRUSTEE FOR CANCELLATION PURSUANT TO
     SECTION 2.11 OF THE INDENTURE AND (IV) THIS GLOBAL NOTE
     MAY BE TRANSFERRED TO A SUCCESSOR DEPOSITARY WITH THE
     PRIOR WRITTEN CONSENT OF THE COMPANY."

     "UNLESS AND UNTIL IT IS EXCHANGED IN WHOLE OR IN PART
     FOR NOTES IN DEFINITIVE FORM, THIS NOTE MAY NOT BE
     TRANSFERRED EXCEPT AS A WHOLE BY THE DEPOSITARY TO A
     NOMINEE OF THE DEPOSITARY OR BY A NOMINEE OF THE
     DEPOSITARY TO THE DEPOSITARY OR ANOTHER NOMINEE OF THE
     DEPOSITARY OR BY THE DEPOSITARY OR ANY SUCH NOMINEE TO
     A SUCCESSOR DEPOSITARY OR A NOMINEE OF SUCH SUCCESSOR
     DEPOSITARY.  UNLESS THIS CERTIFICATE IS PRESENTED BY AN
     AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST
     COMPANY (55 WATER STREET, NEW YORK, NEW YORK) ("DTC"),
     TO THE COMPANY OR ITS AGENT FOR REGISTRATION OF
     TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE
     ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR SUCH
     OTHER NAME AS MAY BE REQUESTED BY AN AUTHORIZED
     REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE
     & CO. OR SUCH OTHER ENTITY AS MAY BE REQUESTED BY AN
     AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE
     OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY
     PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER
     HEREOF, CEDE & CO., HAS AN INTEREST HEREIN."

          (h)  Cancellation or Adjustment of Global Notes.  At such
time as all beneficial interests in a particular Global Note
have been exchanged for Definitive Notes or a particular
Global Note has been redeemed, repurchased or cancelled in
whole and not in part, each such Global Note shall be
returned to or retained and cancelled by the Trustee in
accordance with Section 2.11 hereof.  At any time prior to
such cancellation, if any beneficial interest in a Global
Note is exchanged for or transferred to a Person who shall
take delivery thereof in the form of a beneficial interest
in another Global Note or for Definitive Notes, the
principal amount of Notes represented by such Global Note
shall be reduced accordingly and an endorsement shall be
made on such Global Note by the Trustee or by the Depositary
at the direction of the Trustee to reflect such reduction;
and if the beneficial interest is being exchanged for or
transferred to a Person who shall take delivery thereof in
the form of a beneficial interest in another Global Note,
such other Global Note shall be increased accordingly and an
endorsement shall be made on such Global Note by the Trustee
or by the Depositary at the direction of the Trustee to
reflect such increase.

          (i)  General Provisions Relating to Transfers and Exchanges.

               (i)  To permit registrations of transfers and exchanges,
     the Company shall execute and the Trustee shall authenticate
     Global Notes and Definitive Notes upon the Company's order
     or at the Registrar's request.

               (ii) No service charge shall be made to a Holder of a
     beneficial interest in a Global Note or to a Holder of a
     Definitive Note for any registration of transfer or
     exchange, but the Company may require payment of a sum
     sufficient to cover any transfer tax or similar governmental
     charge payable in connection therewith (other than any such
     transfer taxes or similar governmental charge payable upon
     exchange or transfer pursuant to Sections 2.10, 3.06, 3.09,
     4.11, 4.16 and 9.05 hereof).

               (iii) The Registrar shall not be required to register
     the transfer of or exchange any Note selected for redemption
     in whole or in part, except the unredeemed portion of any
     Note being redeemed in part.

               (iv) All Global Notes and Definitive Notes issued upon
     any registration of transfer or exchange of Global Notes or
     Definitive Notes shall be the valid obligations of the
     Company, evidencing the same debt, and entitled to the same
     benefits under this Indenture, as the Global Notes or
     Definitive Notes surrendered upon such registration of
     transfer or exchange.

               (v) The Company shall not be required (A) to issue, to
     register the transfer of or to exchange any Notes during a
     period beginning at the opening of business 15 days before
     the day of any selection of Notes for redemption under
     Section 3.02 hereof and ending at the close of business on
     the day of selection, (B) to register the transfer of or to
     exchange any Note so selected for redemption in whole or in
     part, except the unredeemed portion of any Note being
     redeemed in part or (c) to register the transfer of or to
     exchange a Note between a record date and the next
     succeeding interest payment date.

               (vi) Prior to due presentment for the registration of
     a transfer of any Note, the Trustee, any Agent and the Company
     may deem and treat the Person in whose name any Note is
     registered as the absolute owner of such Note for the
     purpose of receiving payment of principal of and interest on
     such Notes and for all other purposes, and none of the
     Trustee, any Agent or the Company shall be affected by
     notice to the contrary.

               (vii) The Trustee shall authenticate Global Notes and
     Definitive Notes in accordance with the provisions of
     Section 2.02 hereof.

               (viii) All certifications, certificates and Opinions
     of Counsel required to be submitted to the Registrar, the
     Company and the Trustee pursuant to this Section 2.06 to
     effect a registration of transfer or exchange may be
     submitted by facsimile.

Section 2.07.  Replacement Notes.

          (a)  If any mutilated Note is surrendered to the Trustee
or the Company and the Trustee receives evidence to its
satisfaction of the destruction, loss or theft of any Note,
the Company shall issue and the Trustee, upon receipt of an
Authentication Order, shall authenticate a replacement Note
if the Trustee's requirements are met.  If required by the
Trustee or the Company, an indemnity bond must be supplied
by the Holder that is sufficient in the judgment of the
Trustee and the Company to protect the Company, the Trustee,
any Agent and any authenticating agent from any loss that
any of them may suffer if a Note is replaced.  The Company
may charge for its expenses in replacing a Note.

          (b)  Every replacement Note is an additional obligation of
the Company and shall be entitled to all of the benefits of
this Indenture equally and proportionately with all other
Notes duly issued hereunder.

Section 2.08.  Outstanding Notes.

          (a)  The Notes outstanding at any time are all the Notes
authenticated by the Trustee except for those cancelled by
it, those delivered to it for cancellation, those reductions
in the interest in a Global Note effected by the Trustee in
accordance with the provisions hereof, and those described
in this Section 2.08 as not outstanding.  Except as set
forth in Section 2.09 hereof, a Note does not cease to be
outstanding because the Company or an Affiliate of the
Company holds the Note; however, Notes held by the Company
or a Subsidiary of the Company shall not be deemed to be
outstanding for purposes of Section 3.07(b) hereof.

          (b)  If a Note is replaced pursuant to Section 2.07
hereof, it ceases to be outstanding unless the Trustee receives
proof satisfactory to it that the replaced Note is held by a
bona fide purchaser.

          (c)  If the principal amount of any Note is considered paid
paid under Section 4.01 hereof, it ceases to be outstanding and
interest on it ceases to accrue.

          (d)  If the Paying Agent (other than the Company, a
Subsidiary or an Affiliate of any thereof) holds, on a
redemption date or maturity date, money sufficient to pay
Notes payable on that date, then on and after that date such
Notes shall be deemed to be no longer outstanding and shall
cease to accrue interest.

Section 2.09.  Treasury Notes.

          In determining whether the Holders of the required
principal amount of Notes have concurred in any direction,
waiver or consent, Notes owned by the Company, or by any
Person directly or indirectly controlling or controlled by
or under direct or indirect common control with the Company,
shall be considered as though not outstanding, except that
for the purposes of determining whether the Trustee shall be
protected in relying on any such direction, waiver or
consent, only Notes that the Trustee knows are so owned
shall be so disregarded.

Section 2.10.  Temporary Notes.

          Until certificates representing Notes are ready
for delivery, the Company may prepare and the Trustee, upon
receipt of an Authentication Order, shall authenticate
temporary Notes.  Temporary Notes shall be substantially in
the form of certificated Notes but may have variations that
the Company considers appropriate for temporary Notes and as
shall be reasonably acceptable to the Trustee.  Without
unreasonable delay, the Company shall prepare and the
Trustee shall authenticate definitive Notes in exchange for
temporary Notes.  After the preparation of definitive Notes,
the temporary Notes shall be exchangeable for definitive
Notes upon surrender of the temporary Notes at the office or
agency of the Company designated for such purpose pursuant
to Section 4.02 without charge to the Holder.  Upon
surrender for cancellation of any one or more temporary
Notes, the Company shall execute and the Trustee shall
authenticate and deliver in exchange therefor a like
principal amount of definitive Notes of authorized
denominations.

          Holders of temporary Notes shall be entitled to
all of the benefits of this Indenture.

Section 2.11.  Cancellation.

          The Company at any time may deliver Notes to the
Trustee for cancellation.  The Registrar and Paying Agent
shall forward to the Trustee any Notes surrendered to them
for registration of transfer, exchange or payment.  The
Trustee upon direction by the Company and no one else shall
cancel all Notes surrendered for registration of transfer,
exchange, payment, replacement or cancellation and shall
destroy cancelled Notes (subject to the record retention
requirements of the Exchange Act).  Certification of the
destruction of all cancelled Notes shall be delivered to the
Company.  The Company may not issue new Notes to replace
Notes that it has paid or that have been delivered to the
Trustee for cancellation.

Section 2.12.  Defaulted Interest.

          If the Company defaults in a payment of interest
on the Notes, it shall pay the defaulted interest in any
lawful manner plus, to the extent lawful, interest payable
on the defaulted interest, to the Persons who are Holders on
a subsequent special record date, in each case at the rate
provided in the Notes and in Section 4.01 hereof.  The
Company shall notify the Trustee in writing of the amount of
defaulted interest proposed to be paid on each Note and the
date of the proposed payment.  The Company shall fix or
cause to be fixed each such special record date and payment
date; provided, however, that no such special record date
shall be less than 5 days prior to the related payment date
for such defaulted interest.  At least 10 days before the
special record date, the Company (or, upon the written
request of the Company, the Trustee in the name and at the
expense of the Company) shall mail or cause to be mailed to
Holders a notice that states the special record date, the
related payment date and the amount of such interest to be
paid.

Section 2.13.  CUSIP Numbers.

          The Company in issuing the Notes may use "CUSIP"
numbers (if then generally in use), and, if so, the Trustee
shall use "CUSIP" numbers in notices of redemption as a
convenience to Holders; provided, however, that any such
notice may state that no representation is made as to the
correctness of such numbers either as printed on the Notes
or as contained in any notice of a redemption and that
reliance may be placed only on the other identification
numbers printed on the Notes, and any such redemption shall
not be affected by any defect in or omission of such
numbers.  The Company will promptly notify the Trustee of
any change in the "CUSIP" numbers.

                        ARTICLE 3.

                 REDEMPTION AND PREPAYMENT

Section 3.01.  Notices to Trustee.

          If the Company elects to redeem Notes pursuant to
the optional redemption provisions of Section 3.07 hereof,
it shall furnish to the Trustee, at least 45 days (unless a
shorter period shall be agreed to by the Trustee in writing)
but not more than 60 days before a redemption date, an
Officers' Certificate setting forth (i) the clause of this
Indenture pursuant to which the redemption shall occur, (ii)
the redemption date, (iii) the principal amount of Notes to
be redeemed and (iv) the redemption price.

Section 3.02.  Selection of Notes to Be Redeemed.

          If less than all of the Notes are to be redeemed
or purchased in an offer to purchase at any time, the
Trustee shall select the Notes to be redeemed or purchased
among the Holders of the Notes in compliance with the
requirements of the principal national securities exchange,
if any, on which the Notes are listed or, if the Notes are
not so listed, on a pro rata basis, by lot or in accordance
with any other method the Trustee considers fair and
appropriate.  In the event of partial redemption by lot, the
particular Notes to be redeemed shall be selected, unless
otherwise provided herein, not less than 30 nor more than
60 days prior to the redemption date by the Trustee from the
outstanding Notes not previously called for redemption.

          The Trustee shall promptly notify the Company in
writing of the Notes selected for redemption and, in the
case of any Note selected for partial redemption, the
principal amount thereof to be redeemed.  Notes and portions
of Notes selected shall be in amounts of $1,000 or whole
multiples of $1,000; except that if all of the Notes of a
Holder are to be redeemed, the entire outstanding amount of
Notes held by such Holder, even if not a multiple of $1,000,
shall be redeemed.  Except as provided in the preceding
sentence, provisions of this Indenture that apply to Notes
called for redemption also apply to portions of Notes called
for redemption.

Section 3.03.  Notice of Redemption.

          Subject to the provisions of Section 3.09 hereof,
at least 30 days but not more than 60 days before a
redemption date, the Company shall mail or cause to be
mailed, by first class mail, a notice of redemption to each
Holder whose Notes are to be redeemed at its registered
address.

          The notice shall identify the Notes to be redeemed
and shall state:

          (a)  the redemption date;

          (b)  the redemption price;

          (c)  if any Note is being redeemed in part, the portion
of the principal amount of such Note to be redeemed and that,
after the redemption date upon surrender of such Note, a new
Note or Notes in principal amount equal to the unredeemed
portion shall be issued upon cancellation of the original Note;

          (d)  the name and address of the Paying Agent;

          (e)  that Notes called for redemption must be surrendered
to the Paying Agent to collect the redemption price;

          (f)  that, unless the Company defaults in making such
redemption payment, interest on Notes called for redemption
ceases to accrue on and after the redemption date;

          (g)  the paragraph of the Notes or Section of this Indenture
pursuant to which the Notes called for redemption are being
redeemed;

          (h)  the amount of any fees incurred under Section 4.21; and

          (i)  that no representation is made as to the correctness or
accuracy of the CUSIP number, if any, listed in such notice
or printed on the Notes.

          At the Company's request, the Trustee shall give
the notice of redemption in the Company's name and at its
expense; provided, however, that the Company shall have
delivered to the Trustee at least 45 days (unless a shorter
period shall be agreed to by the Trustee in writing) but not
more than 60 days prior to the redemption date, an Officers'
Certificate requesting that the Trustee give such notice and
setting forth the information to be stated in such notice as
provided in the preceding paragraph.

Section 3.04.  Effect of Notice of Redemption.

          Once notice of redemption is mailed in accordance
with Section 3.03 hereof, Notes called for redemption become
irrevocably due and payable on the redemption date at the
redemption price.  A notice of redemption may not be
conditional.

          A notice of redemption shall be deemed to be given
when mailed, whether or not the Holder receives the notice.
In any event, failure to give such notice, or any defect in
such notice, shall not affect the validity of the
proceedings for the redemption of the Notes held by Holders
to whom such notice was properly given.

Section 3.05.  Deposit of Redemption Price.

          On or one Business Day prior to the redemption
date, the Company shall deposit with the Trustee or with the
Paying Agent money sufficient to pay the redemption price of
and accrued interest on all Notes to be redeemed on that
date.  The Trustee or the Paying Agent shall promptly return
to the Company any money deposited with the Trustee or the
Paying Agent by the Company in excess of the amounts
necessary to pay the redemption price of, and accrued
interest on, all Notes to be redeemed.

          If the Company complies with the provisions of the
preceding paragraph, on and after the redemption date,
interest shall cease to accrue on the Notes or the portions
of Notes called for redemption.  If a Note is redeemed on or
after an interest record date but on or prior to the related
interest payment date, then any accrued and unpaid interest
shall be paid to the Person in whose name such Note was
registered at the close of business on such record date.  If
any Note called for redemption shall not be so paid upon
surrender for redemption because of the failure of the
Company to comply with the preceding paragraph, interest
shall be paid on the unpaid principal from the redemption
date until such principal is paid, and to the extent lawful
on any interest not paid on such unpaid principal, in each
case at the rate provided in the Notes and in Section 4.01
hereof.

Section 3.06.  Notes Redeemed in Part.

          Upon surrender of a Note that is redeemed in part,
the Company shall issue and, upon the Company's written
request, the Trustee shall authenticate for the Holder at
the expense of the Company a new Note equal in principal
amount to the unredeemed portion of the Note surrendered.

Section 3.07.  Optional Redemption.

          (a)  Prior to July 1, 2005, the Notes may be redeemed,
in whole or in part, at any time at the Company's option upon
not less than 30 nor more than 60 days prior notice mailed
by first-class mail to each Holder's registered address, at
a redemption price equal to 100% of the principal amount
thereof plus the Applicable Premium as of, and accrued and
unpaid interest and Liquidated Damages, if any, to, the date
of redemption.

          (b)  On or after July 1, 2005, the Company may redeem
the Notes at any time, in whole or in part, upon not less than
30 nor more than 60 days' notice, at the redemption prices
(expressed as percentages of principal amount) set forth
below, plus accrued and unpaid interest and Liquidated
Damages, if any, thereon to the date fixed for redemption,
if redeemed during the twelve-month period beginning on July
1 of the years indicated below:

          Year                               Percentage
          ----                               ----------
          2005                               105.438%
          2006                               103.625%
          2007                               101.813%
          2008 and thereafter                100.000%

          (c)  Notwithstanding the provisions of clauses (a)
and (b) of this Section 3.07, on or prior to July 1, 2003, the
Company shall be permitted to redeem up to 35% of the
aggregate principal amount of the Notes at a redemption
price of 110.875% of the principal amount thereof, plus
accrued and unpaid interest and Liquidated Damages, if any,
thereon to the date fixed for redemption, with the net cash
proceeds of one or more sales of Capital Stock of the
Company, other than Disqualified Stock; provided, however,
that (1) at least 65% of the aggregate principal amount of
the Notes originally issued remains outstanding immediately
after the occurrence of the redemption; and (2) each
redemption occurs within 180 days after the date of the
closing of such an offering of Capital Stock of the Company.

          (d)  Any redemption pursuant to this Section 3.07 shall
be made pursuant to the provisions of Section 3.01 through 3.06
hereof.

Section 3.08.  Mandatory Redemption.

          Except as set forth in Sections 3.09, 4.11 and
4.16, the Company shall not be required to make mandatory
redemption of, sinking fund payments for, or offer to
repurchase any Notes.

Section 3.09.  Offer to Purchase.

          In the event that, pursuant to Section 4.11 or
4.16 hereof, the Company shall be required to commence an
offer to all Holders to purchase Notes (an "Offer to
Purchase"), it shall follow the procedures specified below.

          The Offer to Purchase shall remain open for a
period of 20 Business Days following its commencement and no
longer, except to the extent that a longer period is
required by applicable law (the "Offer Period").  No later
than the Payment Date (as defined below), the Company shall
purchase the principal amount of Notes required to be
purchased pursuant to Section 4.11 hereof (the "Offer
Amount"), or, if less than the Offer Amount has been
tendered, all Notes validly tendered in response to the
Asset Sale Offer.  Payment for any Notes so purchased shall
be made in the same manner as interest payments are made.

          If the Payment Date if on or after an interest
record date and on or before the related interest payment
date, any accrued and unpaid interest shall be paid to the
Person in whose name a Note is registered at the close of
business on such record date, and no additional interest
shall be payable to Holders who tender Notes pursuant to the
Offer to Purchase.

          Upon the commencement of an Offer to Purchase, the
Company shall send, by first class mail, a notice to the
Trustee and each of the Holders, with a copy to the Trustee.
The notice shall contain all instructions and materials
necessary to enable such Holders to tender Notes pursuant to
the Offer to Purchase.  The Offer to Purchase shall be made
to all Holders.  The notice, which shall govern the terms of
the Offer to Purchase, shall state:  (1) the covenant
pursuant to which the offer is being made and that all Notes
validly tendered and not withdrawn will be accepted for
payment and, with respect to an Offer to Purchase pursuant
to Section 4.11 only, on a pro rata basis if the Offer to
Purchase is less than the amount of Notes validly tendered;
(2) the purchase price and the date of purchase (which shall
be a Business Day no earlier than 30 days nor later than
60 days from the date such notice is mailed) (the "Payment
Date"); (3) that any Notes not validly tendered will
continue to accrue interest and Liquidated Damages, if any,
pursuant to its terms; (4) that, unless the Company defaults
in the payment of the purchase price, any notes accepted for
payment pursuant to the Offer to Purchase shall cease to
accrue interest and Liquidation Damages, if any, on and
after the Payment Date; (5) that Holders electing to have
Notes purchased pursuant to the Offer to Purchase will be
required to surrender the Notes, together with the form
entitled "Option of the Holder to Elect Purchase" on the
reverse side of the Notes completed, to the Paying Agent at
the address specified in the notice prior to the close of
business on the Business Day immediately preceding the
Payment Date; (6) that Holders will be entitled to withdraw
their election if the Paying Agent receives, not later than
the close of business on the third Business Day immediately
preceding the Payment Date, a telegram, facsimile
transmission or letter setting forth the name of such
Holder, the principal amount of Notes delivered for purchase
and a statement that such Holder is withdrawing its election
to have such Notes purchased; and (7) that Holders whose
Notes are being purchased only in part will be issued new
Notes equal in principal amount to the unpurchased portion
of the Notes surrendered; but only if each Note purchased
and each new Note issued is in a principal amount of $1,000
or integral multiples thereof.

          On the Payment Date, the Company shall: (1)
accept for payment (and in the event of an Offer to Purchase
pursuant to Section 4.11 hereof only, on a pro rata basis if
the Offer Amount is less than the amount of Notes validly
tendered) Notes or portions thereof validly tendered and not
withdrawn pursuant to an Offer to Purchase; (2) deposit with
the paying agent money sufficient to pay the purchase price
of all Notes or portions thereof so accepted; and (3)
deliver, or cause to be delivered, to the Trustee all Notes
or portions thereof so accepted together with an Officers'
Certificate specifying the Notes or portions thereof
accepted for payment by the Company in accordance with this
Section 3.09.

          The Paying Agent shall promptly mail to the
Holders of Notes so accepted payment in an amount equal to
the purchase price, and the Trustee shall promptly
authenticate and mail to such Holders new Notes equal in
principal amount to any unpurchased portion of the Notes
surrendered; but only if each Note purchased and each new
Note issued is in a principal amount of $1,000 or integral
multiples thereof. The Company will publicly announce the
results of an Offer to Purchase as soon as practicable after
the Payment Date. The Trustee shall act as the Paying Agent
for an Offer to Purchase. The Company will comply with
Rule 14e-1 under the Exchange Act and any other securities
laws and regulations thereunder to the extent such laws and
regulations are applicable to an Offer to Purchase. To the
extent that the provisions of any such securities laws or
securities regulations conflict with the provisions
described above, the Company shall comply with the
applicable securities laws and regulations and shall not be
deemed to have breached its obligations under these
provisions by virtue thereof.

Other than as specifically provided in this Section 3.09,
any purchase pursuant to this Section 3.09 shall be made
pursuant to the provisions of Sections 3.01 through 3.06
hereof.

                              ARTICLE 4.

                              COVENANTS

Section 4.01.  Payment of Notes.

          (a)  The Company shall pay or cause to be paid the
principal of, premium, if any, Liquidated Damages, if any, and
interest on the Notes on the dates and in the manner
provided in the Notes.  Principal, premium, if any,
Liquidated Damages, if any, and interest shall be considered
paid on the date due if the Paying Agent, if other than the
Company or a Subsidiary thereof, holds as of 10:00 a.m.
Eastern Time on the due date money deposited by the Company
in immediately available funds and designated for and
sufficient to pay all principal, premium, if any, and
interest then due.  The Company shall pay all Liquidated
Damages, if any, in the same manner on the dates and in the
amounts set forth in the Registration Rights Agreement.

          (b)  The Company shall pay interest (including post-
petition interest in any proceeding under any Bankruptcy Law) on
overdue principal and premium, if any, at the rate equal to
1% per annum in excess of the then applicable interest rate
on the Notes to the extent lawful; it shall pay interest
(including post-petition interest in any proceeding under
any Bankruptcy Law) on overdue installments of interest and
Liquidated Damages (without regard to any applicable grace
period) at the same rate to the extent lawful.

Section 4.02.  Maintenance of Office or Agency.

          (a)  The Company shall maintain in the Borough of Manhattan,
The City of New York, an office or agency (which may be an
office of the Trustee or an affiliate of the Trustee,
Registrar or co-registrar) where Notes may be surrendered
for registration of transfer or for exchange and where
notices and demands to or upon the Company in respect of the
Notes and this Indenture may be served.  The Company shall
give prompt written notice to the Trustee of the location,
and any change in the location, of such office or agency.
If at any time the Company shall fail to maintain any such
required office or agency or shall fail to furnish the
Trustee with the address thereof, such presentations,
surrenders, notices and demands may be made or served at the
Corporate Trust Office of the Trustee.

          (b)  The Company may also from time to time designate
one or more other offices or agencies where the Notes may be
presented or surrendered for any or all such purposes and
may from time to time rescind such designations; provided,
however, that no such designation or rescission shall in any
manner relieve the Company of its obligation to maintain an
office or agency in the Borough of Manhattan, The City of
New York for such purposes.  The Company shall give prompt
written notice to the Trustee of any such designation or
rescission and of any change in the location of any such
other office or agency.

          (c)  The Company hereby designates the Corporate Trust
Office of the Trustee as one such office or agency of the
Company in accordance with Section 2.03.

Section 4.03.  Reports.

          (a)  Whether or not the Company is required to do so
by the rules and regulations of the Commission, so long as any
Notes are outstanding, the Company will file with the
Commission all reports and other information as the Company
would be required to file with the Commission by Section
13(a) or 15(d) of the Exchange Act.  The Company shall
deliver to the Trustee and furnish each Holder, without cost
to such Holder, copies of such reports and other
information.

          (b)  For so long as any Notes remain outstanding, the
Company shall furnish to the Holders and to securities
analysts and prospective purchasers of Notes, upon their
request, the information required to be delivered pursuant
to Rule 144A(d)(4) under the Securities Act.

          (c)  After the Exchange Offer or the effectiveness of
the Shelf Registration Statement, whether or not required by the
rules and regulations of the Commission, the Company shall
file a copy of all of the information and reports required
to be delivered pursuant to clause (a) of this Section 4.03
with the Commission for public availability, unless the
Commission shall not accept such a filing, and from and
after the date hereof will make this information available
to securities analysts and prospective investors upon
request. In addition, for so long as any Notes remain
outstanding, the Company shall file with the Trustee and the
Commission (unless the Commission shall not accept such
filing) the information required to be delivered pursuant to
clause (a) of this Section 4.03 within the time periods
specified in the Commission's rules and regulations and
furnish that information to Holders of the Notes, securities
analysts and prospective investors upon their request.

Section 4.04.  Compliance Certificate.

          (a)  The Company shall deliver to the Trustee, within
90 days after the end of each fiscal year, an Officers'
Certificate stating that a review of the activities of the
Company and its Restricted Subsidiaries during the preceding
fiscal year has been made under the supervision of the
signing Officers with a view to determining whether each of
the Company and its Restricted Subsidiaries has kept,
observed, performed and fulfilled its obligations under this
Indenture, and further stating, as to each such Officer
signing such certificate, that to the best of his or her
knowledge the Company has kept, observed, performed and
fulfilled each and every covenant contained in this
Indenture and is not in default in the performance or
observance of any of the terms, provisions and conditions of
this Indenture (or, if a Default or Event of Default shall
have occurred, describing all such Defaults or Events of
Default of which he or she may have knowledge and what
action the Company is taking or proposes to take with
respect thereto) and that to the best of his or her
knowledge no event has occurred and remains in existence by
reason of which payments on account of the principal of or
interest, if any, on the Notes is prohibited or if such
event has occurred, a description of the event and what
action the Company is taking or proposes to take with
respect thereto.

          (b)  So long as not contrary to the then current
recommendations of the American Institute of Certified
Public Accountants, the year-end financial statements
delivered pursuant to Section 4.03(a) above shall be
accompanied by a written statement of the Company's
independent public accountants (who shall be a firm of
established national reputation) that in making the
examination necessary for certification of such financial
statements, nothing has come to their attention that would
lead them to believe that the Company has violated any
provisions of Article 4 or Article 5 hereof or, if any such
violation has occurred, specifying the nature and period of
existence thereof, it being understood that such accountants
shall not be liable directly or indirectly to any Person for
any failure to obtain knowledge of any such violation.
(c)  The Company shall, so long as any of the Notes are
outstanding, deliver to the Trustee, forthwith upon any
Officer becoming aware of any Default or Event of Default,
an Officers' Certificate specifying such Default or Event of
Default and what action the Company is taking or proposes to
take with respect thereto.

Section 4.05.  Taxes.

          The Company shall pay, and shall cause each of its
Subsidiaries to pay, prior to delinquency, all material
taxes, assessments, and governmental levies except such as
are contested in good faith and by appropriate proceedings
or where the failure to effect such payment is not adverse
in any material respect to the Holders of the Notes.

Section 4.06.  Stay, Extension and Usury Laws.

          The Company covenants (to the extent that it may
lawfully do so) that it shall not at any time insist upon,
plead, or in any manner whatsoever claim or take the benefit
or advantage of, any stay, extension or usury law wherever
enacted, now or at any time hereafter in force, that may
affect the covenants or the performance of this Indenture;
and the Company (to the extent that it may lawfully do so)
hereby expressly waives all benefit or advantage of any such
law, and covenants that it shall not, by resort to any such
law, hinder, delay or impede the execution of any power
herein granted to the Trustee, but shall suffer and permit
the execution of every such power as though no such law has
been enacted.

Section 4.07.  Restricted Payments.

          (a)  The Company shall not, and shall not permit any of its
Restricted Subsidiaries to, directly or indirectly:

               (i)  declare or pay any dividend or make any distributions
     on or with respect to its Capital Stock other than dividends
     or distributions that are payable solely in Capital Stock,
     other than Disqualified Stock, or in options, warrants or
     other rights to acquire shares of Capital Stock, other than
     Disqualified Stock, or are payable to the Company or any
     Restricted Subsidiary, provided, that if such Restricted
     Subsidiary is not a Wholly Owned Subsidiary, then
     distributions or dividends may be payable to the other
     stockholders thereof only if on a pro rata basis measured by
     value,

               (ii) purchase, redeem, retire or otherwise acquire for value
any Capital Stock of:

               (A)  the Company or an Unrestricted Subsidiary (including
          options, warrants or other rights to acquire such shares of
          Capital Stock) held by any Person, or

               (B)  a Restricted Subsidiary (including options, warrants
          or other rights to acquire such shares of Capital Stock) held
          by any Affiliate of the Company (other than a Wholly Owned
          Restricted Subsidiary) or any Holder (or any Affiliate of
          such Holder) of 5% or more of the Capital Stock of the
          Company,

               (iii) make any payment on or with respect to, or
     purchase, redeem, defease or otherwise acquire or retire for
     value any Indebtedness that is subordinated to the Notes,
     except a payment of interest or principal at Stated
     Maturity; or

               (iv) make any Investment, other than a Permitted
     Investment, in any Person (such payment or other actions described
     in clauses (i) through (iv) being collectively referred to as
     "Restricted Payments") if at the time of, and after giving
     effect to, the proposed Restricted Payment:

               (A)  a Default or Event of Default occurs and continues to
          occur or would result therefrom or shall have occurred and
          be continuing, or

               (B)  the Company could not incur at least $1.00 of
          Indebtedness under Section 4.09(a) hereof, or

               (C)  the aggregate amount of such Restricted Payments and
          all other Restricted Payments declared or made after the
          Issue Date (the amount, if other than in cash, to be
          determined in good faith by the Board of Directors) would
          exceed the sum of:

               (1)  100% of Consolidated EBITDA (or, if Consolidated EBITDA
          is a loss, minus 100% of the amount of such loss) accrued
          during the period treated as one accounting period,
          beginning on July 1, 2000 to the end of the most recent
          fiscal quarter preceding the date of such Restricted Payment
          for which consolidated financial statements of the Company
          have been filed with the Commission, minus 1.75 times
          Consolidated Interest Expense for the same period, plus

               (2)  the aggregate Net Cash Proceeds received by the Company
          after the Issue Date as a capital contribution or from
          issuing or selling its Capital Stock, and options, warrants
          and other rights to acquire its Capital Stock, to a Person
          who is not a Restricted Subsidiary of the Company (except to
          the extent such Net Cash Proceeds are used to Incur
          Indebtedness pursuant to Section 4.09(b)(vi)(A)) (in each
          case, exclusive of any Disqualified Stock or any options,
          warrants or other rights that are redeemable at the option
          of the Holder, or are required to be redeemed, prior to the
          final Stated Maturity of the Notes), plus

               (3)  an amount equal to the net reduction in Investments
          that constitute Restricted Payments resulting from payments
          of interest, dividends, repayments or loans or advances,
          returns of capital or other transfers of assets to the
          Company or any Restricted Subsidiary or from the Net Cash
          Proceeds from the sale of any Investment (except to the
          extent any such payment or proceeds are included in the
          calculation of Consolidated EBITDA), or from redesignations
          of Unrestricted Subsidiaries as Restricted Subsidiaries
          (valued in each case as provided in the definition of
          "Investment"), not to exceed,  in each case, the amount of
          the relevant Investments so being reduced or sold.

          (b)  The following actions shall not be deemed to violate
the foregoing limitations on Restricted Payments:

               (i) the payment of any dividend within 60 days after
     the date of declaration thereof if, at the date of declaration,
     such payment would comply with the subparagraphs (A), (B)
     and (C) of Section 4.07(a)(iv);

               (ii) the repurchase, redemption, defeasance or other
     acquisition or retirement of Capital Stock of the Company
     (or options, warrants or other rights to acquire such
     Capital Stock) or any Indebtedness that is subordinated to
     the Notes in each case in exchange for, or out of the Net
     Cash Proceeds of the substantially concurrent sale, other
     than to any Restricted Subsidiary of the Company) of, shares
     of Capital Stock (other than Disqualified Stock) of the
     Company;

               (iii) the repurchase, redemption, defeasance or other
     acquisition or retirement of Indebtedness which is
     subordinated to the notes with the Net Cash Proceeds from an
     Incurrence of Indebtedness that meets the requirements of
     clause (ii) of Section 4.09(b) hereof;

               (iv) payments or distributions, to dissenting stock-
     holders in connection with a consolidation, merger or transfer of
     assets that complies with Section 5.01 hereof;

               (v) the purchase, redemption, acquisition, cancellation
     or other retirement for value of shares of Capital Stock of the
     Company to the extent necessary in the good faith judgment
     of the Company's Board of Directors, to prevent the loss or
     secure the renewal or reinstatement of any license or
     franchise held by the Company or any Restricted Subsidiary
     from any governmental agency;

               (vi) the purchase, redemption, retirement or other
     acquisition for value of Capital Stock of the Company, or
     options to purchase such shares, held by the Company's
     directors, employees or former directors or employees or of
     any Restricted Subsidiary, or their estates or beneficiaries
     under their estates, upon death, disability, retirement,
     termination of employment or pursuant to the terms of any
     agreement under which such shares of Capital Stock or
     options were issued, but only if the aggregate consideration
     paid for such purchase, redemption, acquisition,
     cancellation or other retirement of such shares of Capital
     Stock or options after the Issue Date does not exceed $1.5
     million in any calendar year or $5 million in the aggregate;

               (vii) Investments in any Person in an aggregate amount
     not to exceed $50 million plus, in the case of an Investment
     in a Person the primary business of which is related,
     ancillary or complementary to the business of the Company
     and its Restricted Subsidiaries on the date of such
     Investment, an amount not to exceed the Net Cash Proceeds
     received by the Company after the Issue Date from the
     issuance and sale of its Capital Stock other than
     Disqualified Stock to a Person that is not a Subsidiary,
     except to the extent such Net Cash Proceeds are used to
     Incur Indebtedness outstanding pursuant to clause (vi)(A) of
     Section 4.09(b) or to make Restricted Payments pursuant to
     clause (iv)(C)(2) of Section 4.07(a), or clause (ii) of this
     paragraph, of this Section 4.07; or

               (viii) the repurchase, redemption or other acquisition
     or retirement of the Senior Preferred Stock, including accrued
     and unpaid dividends thereon, with cash on hand as of the
     Issue Date, after giving effect to the sale of the Notes and
     the use of the proceeds therefrom, and/or the Net Cash
     Proceeds from the Incurrence by the Company of Indebtedness
     that, determined as of the date of Incurrence of such
     Indebtedness, has a final Stated Maturity not earlier than
     the final Stated Maturity of the Notes and an Average Life
     not less than the remaining Average Life of the Notes;
     provided, however, that none of such Indebtedness may rank
     on a parity with or senior to the Notes;

provided that, except in the case of clauses (i) and (ii),
no Default or Event of Default, shall have occurred and be
continuing or occur as a consequence of the actions or
payments set forth therein.

          (c)  Each Restricted Payment that is permitted as provided
in the preceding paragraph, other than (1) an exchange of
Capital Stock for Capital Stock or for subordinated
Indebtedness referred to in Section 4.07(b)(ii), (2) the
repurchase, redemption or the acquisition or retirement of
subordinated Indebtedness referred to in Section
4.07(b)(iii), (3) the Net Cash Proceeds from any issuance of
Capital Stock referred to in Section 4.07(b)(ii) or issuance
of Capital Stock referred to in Section 4.07(b)(vii), and
(4) the Restricted Payment referred to in Section
4.07(b)(viii) above, shall be included in calculating
whether the conditions of clause (3)(c) of the first
paragraph of this Section 4.07 have been met with respect to
any subsequent Restricted Payments.

          The amount of all Restricted Payments, other than
cash, shall be the fair market value on the date of the
Restricted Payment of the asset(s) or securities proposed to
be transferred or issued by the Company or the Restricted
Subsidiary, as the case may be, pursuant to the Restricted
Payment. As soon as practicable after the date of making any
Restricted Payment, the Company shall be required to deliver
to the Trustee an Officers' Certificate stating that the
Restricted Payment was permitted and setting forth the basis
upon which the calculations required under this Section 4.07
were computed.

Section 4.08.  Dividend and Other Payment Restrictions
               Affecting Subsidiaries.

          (a)  The Company shall not, and shall not permit any of
its Restricted Subsidiaries to, directly or indirectly, create
or otherwise cause or suffer to exist or become effective
any consensual encumbrance or restriction on the ability of
any Restricted Subsidiary of the Company to (a)(i) pay
dividends or make any other distributions permitted by
applicable law on any Capital Stock of such Restricted
Subsidiary owed by the Company or any other Restricted
Subsidiary, or (ii) pay any Indebtedness owed to the Company
or any other Restricted Subsidiary, (b) make loans or
advances to the Company or any other Restricted Subsidiary
or (c) transfer any of its properties or assets to the
Company or any other Restricted Subsidiary.

          (b)  The provisions of clause (a) above shall not apply to
encumbrances or restrictions:

               (i) existing on the Issue Date or in the Notes or
     this Indenture, and any amendments, extensions, refinancings,
     renewals or replacements of such agreements; on the
     condition that, the encumbrances and restrictions in any
     such amendments, extensions, refinancings, renewals or
     replacements are no less favorable in all material respects
     to the Holders than those encumbrances or restrictions that
     are then in effect and that are being extended, refinanced,
     renewed or replaced;

               (ii) existing under or by reason of applicable law;

               (iii) existing with respect to any Person or the
     property or assets of such Person acquired by the Company or
     any Restricted Subsidiary, existing at the time of such
     acquisition and not incurred in contemplation thereof, which
     encumbrances or restrictions are not applicable to any
     Person or the property or assets of any Person other than
     such Person or the property or assets of such Person so
     acquired;

               (iv) in the case of restrictions relating to the
     transfers of property, restrictions that;

               (A)  restrict in a customary manner the subletting,
          assignment or transfer of any property or asset that is a
          lease, license, conveyance or contract or similar property
          or asset,

               (B)  exist by virtue of any transfer of, agreement to
          transfer, option or right with respect to, or Lien on, any
          property or assets of the Company or any Restricted
          Subsidiary not otherwise prohibited by this Indenture or

               (C)  arise or agreed to in the ordinary course of business,
          not relating to any Indebtedness, and that do not,
          individually or in the aggregate, detract from the value of
          property or assets of the Company or any Restricted
          Subsidiary in any manner material to the Company or any
          Restricted Subsidiary;

               (v)  with respect to a Restricted Subsidiary and imposed
     pursuant to an agreement that has been entered into for the
     sale or disposition of all or substantially all of the
     Capital Stock of, or property and assets of, such Restricted
     Subsidiary; or

               (vi) contained in the terms of any Indebtedness (other
     than as contemplated by clause (i) above), or any agreement
     creating Indebtedness, of a Restricted Subsidiary entered
     into after the Issue Date if:

               (A)  the encumbrance or restriction applies only if there
          is a payment default, a default with respect to a financial
          covenant, or an event of default resulting in the
          acceleration of the final maturity of such Indebtedness,

               (B)  the encumbrance or restriction is not materially more
          disadvantageous to Holders of Notes than is customary in
          comparable financings (as determined by the Company), and

               (C)  the Company determines that the encumbrance or
          restriction shall not materially affect the ability to pay
          interest on the Notes at their Stated Maturity or principal
          and accrued and unpaid interest on the Notes at their final
          Stated Maturity.

          (c)  The Company and its Restricted Subsidiaries are not
precluded from:

               (i)  creating, incurring, assuming or permitting to exist
     any Liens otherwise permitted under Section 4.13, or

               (ii) restricting the sale of their assets that secure
     Indebtedness of the Company or its Restricted Subsidiaries.
     Section 4.09.  Incurrence of Indebtedness.

          (a)  The Company shall not, and shall not permit any
of its Restricted Subsidiaries to, incur any Indebtedness other
than Indebtedness existing on the Issue Date; provided,
however, that the Company and any Restricted Subsidiary may
Incur Indebtedness, if, after giving effect to the
Incurrence of such Indebtedness and the receipt and
application of the proceeds therefrom, the Consolidated
Leverage Ratio would be less than 8.5 to 1 for Indebtedness
Incurred on or prior to June 30, 2001, 8.0 to 1 for
Indebtedness Incurred after June 30, 2001 and on or prior to
June 30, 2002, and 7.5 to 1 for Indebtedness Incurred
thereafter.

          (b)  In addition to the foregoing, the Company and any
Restricted Subsidiary (except as specified below) may Incur
the following types of Indebtedness:

               (i)  additional Indebtedness outstanding under one or
     more Credit Agreements at any time in an aggregate principal
     amount not to exceed $1.0 billion Incurred under this clause
     (i) less any amount of such Indebtedness permanently repaid
     as provided under Section 4.11(b)(i)(A);

               (ii) Indebtedness issued in exchange for, or the net
     proceeds of which are used to refinance or refund, then
     outstanding Indebtedness, other than Indebtedness Incurred
     under clause (i), (iii), (v) or (vii) of this Section
     4.09(b), and any refinancings thereof in an amount not to
     exceed the amount so refinanced or refunded (plus premiums,
     accrued interest, accrued dividends, fees and expenses), but
     only if such new Indebtedness, determined as of the date of
     Incurrence of such new Indebtedness, does not mature or have
     a mandatory redemption or repurchase date prior to the final
     Stated Maturity of the Indebtedness to be refinanced or
     refunded, and the Average Life of such new Indebtedness is
     at least equal to the remaining Average Life of the
     Indebtedness to be refinanced or refunded and on the
     condition that in no event may Indebtedness of the Company
     be refinanced by means of any Indebtedness of any Restricted
     Subsidiary pursuant to this clause (ii);

               (iii) Indebtedness

               (A)  in respect of performance, surety or appeal bonds
          provided in the ordinary course of business,

               (B)  under Currency Agreements and Interest Rate Agreements,
          but only if such agreements (I) are designed solely to
          protect the Company or its Restricted Subsidiaries against
          fluctuations in foreign currency exchange rates or interest
          rates and (II) do not increase the Indebtedness of the
          obligor outstanding at any time other than as a result of
          fluctuations in foreign currency exchange rates or interest
          rates or by reason of fees, indemnities and compensation
          payable thereunder, or

               (C)  arising from agreements providing for indemnification,
          adjustment of purchase price or similar obligations, or from
          Guarantees or letters of credit, surety bonds or performance
          bonds securing any obligations of the Company or any of its
          Restricted Subsidiaries pursuant to such agreements, in any
          case Incurred in connection with the disposition of any
          business, assets or Restricted Subsidiary of the Company
          (other than Guarantees of Indebtedness Incurred by any
          Person acquiring all or any portion of such business, assets
          or Restricted Subsidiary of the Company for the purpose of
          financing such acquisition), in an amount not to exceed the
          gross proceeds actually received by Company or any
          Restricted Subsidiary in connection with such disposition;

               (iv) Indebtedness of the Company and/or Dobson/Sygnet, to
     the extent the net proceeds thereof are promptly used to
     repurchase, redeem, defease or otherwise acquire or retire
     for value the Dobson/Sygnet Notes;

               (v) Guarantees of Indebtedness of the Company by any
     Restricted Subsidiary or by the Company of Indebtedness of
     any Restricted Subsidiary so long as such Indebtedness was
     permitted to be Incurred under another provision of this
     Section 4.09(b);

               (vi) Indebtedness of the Company not to exceed, at any time
     outstanding, two times the sum of

               (A)  the Net Cash Proceeds received by the Company after the
          Issue Date from the issuance and sale of its Capital Stock
          (other than Disqualified Stock) to a Person that is not a
          Restricted Subsidiary of the Company to the extent such Net
          Cash Proceeds have not been used pursuant to Sections
          4.07(a)(iv)(C)(2) and 4.07(b)(vii) to make a Restricted
          Payment, and

               (B)  80% of the fair market value of property other than
          cash received by the Company after the Issue Date from the
          issuance and sale of its Capital Stock (other than
          Disqualified Stock) to a Person that is not a Restricted
          Subsidiary of the Company;

               (vii) intercompany Indebtedness (other than any
     Guarantee to the extent addressed in clause (v) above) by or
     among the Company and its Restricted Subsidiaries; provided,
     however, that (A) if the Company is the obligor on such
     Indebtedness, such Indebtedness is expressly subordinated to
     the prior payment in full in cash of all obligations in
     respect of the Notes and (B)(1) any subsequent issuance or
     transfer of Capital Stock that results in any such
     Indebtedness being held by a Person other than the Company
     or another Restricted Subsidiary thereof and (2) any sale or
     other transfer of any such Indebtedness to a Person other
     than the Company or another Restricted Subsidiary thereof
     shall be deemed, in each case, to constitute an Incurrence
     of Indebtedness by the Company or such Restricted
     Subsidiary, as the case may be, that was not permitted by
     this clause (vii); and

               (viii) Indebtedness outstanding at any time in an
     aggregate principal amount not to exceed $100 million.

          (c)  The maximum amount of Indebtedness that the Company or
a Restricted Subsidiary may Incur pursuant to this Section
4.09 shall not be deemed to be exceeded, with respect to any
outstanding Indebtedness, due solely to the result of
fluctuations in the exchange rates of currencies.

          (d)  For purposes of determining any particular amount of
Indebtedness under this Section 4.09, Guarantees, Liens or
obligations with respect to letters of credit supporting
Indebtedness otherwise included in the determination of such
particular amount shall not be included and any Liens
granted pursuant to Section 4.13 shall not be treated as
Indebtedness.

          (e)  For purposes of determining compliance with this
Section 4.09, in the event that an item of Indebtedness
(including Acquired Indebtedness) meets the criteria of more
than one of the types of Indebtedness described in Section
4.09(b) or would be entitled to be incurred pursuant to
Section 4.09(a) or any combination of the foregoing, the
Company, in its sole discretion, shall classify, and from
time to time may reclassify (in whole or part), such item of
Indebtedness in any manner that complies with this covenant.
Accrual of interest, the accretion of accreted value and the
payment of interest in the form of additional Indebtedness
or the payment of dividends on Preferred Shares in  the form
of additional shares of the same class or series of
Preferred Shares shall not be deemed an Incurrence of
Indebtedness for purposes of this Section 4.09.

Section 4.10.  Issuance of Capital Stock of Restricted
               Subsidiaries.

          (a)  The Company and its Restricted Subsidiaries shall not
sell, directly or indirectly, any shares of Capital Stock of
a Restricted Subsidiary, including options, warrants or
other rights to purchase shares of such Capital Stock,
except:

               (i) to the Company or a Restricted Subsidiary;

               (ii) issuances of directors' qualifying shares or sales to
     foreign nationals of shares of Capital Stock of Restricted
     Subsidiaries, to the extent required by applicable law and
     other sales of immaterial amounts of Capital Stock; or

               (iii) if, immediately after giving effect to such
     issuance or sale, such Restricted Subsidiary (1) would
     continue to be a Restricted Subsidiary or (2) if it would no
     longer constitute a Restricted Subsidiary, any remaining
     Investment in such Person after giving effect to the
     issuance or sale would have been permitted to be made under
     Section 4.07 hereof, if made on the date of such issuance or
     sale; provided, however, that in the event of either (1) or
     (2) above, other than in the case of (1) above if such
     Restricted Subsidiary is or would become a Qualified Joint
     Venture upon such sale, the Net Cash Proceeds from such
     issuance and sale are applied in accordance with Section
     4.11 hereof.

Section 4.11.  Asset Sales.

          (a)  The Company shall not be permitted to, and shall not
permit any of its Restricted Subsidiaries to, consummate an
Asset Sale unless: (1) the Company or the Restricted
Subsidiary, as the case may be, receives consideration at
the time of the Asset Sale at least equal to the fair market
value, evidenced by a resolution of the Board of Directors
set forth in an Officers' Certificate delivered to the
Trustee, of the assets or Equity Interests issued or sold or
otherwise disposed of; and (2) at least 75% of the
consideration therefor received by the Company or the
Restricted Subsidiary is in the form of cash or Temporary
Cash Investments.

          (b)  In the event and to the extent that the Net Cash
Proceeds received by the Company or any of its Restricted
Subsidiaries from one or more Asset Sales occurring on or
after the Issue Date in any period of 12 consecutive months
exceeds 10% of Adjusted Consolidated Net Tangible Assets
(determined as of the date closest to the commencement of
such 12-month period for which a consolidated balance sheet
of the Company has been filed with the Commission) then the
Company shall or shall cause the relevant Restricted
Subsidiary, to:

               (i)  within 12 months after the date Net Cash Proceeds
     so received exceed 10% of Adjusted Consolidated Net Tangible
     Assets, to

               (A)  apply an amount equal to such excess Net Cash Proceeds
          to permanently repay Indebtedness of the Company secured by
          a Lien or Indebtedness of any Restricted Subsidiary in each
          case owing to a Person other than the Company or any of its
          Restricted Subsidiaries, or

               (B)  invest an equal amount, or the amount not so applied
          pursuant to clause (A) (or enter into a definitive agreement
          committing to so invest within 12 months after the date of
          such agreement), in property or assets (other than current
          assets) of a nature or type or that are used in a business
          (or in a company having property and assets of a nature or
          type, or engaged in a business) related, ancillary or
          complementary to the business of, the Company and its
          Restricted Subsidiaries existing on the date of such
          Investment, and

               (ii) apply, no later than the end of the 12-month period
     referred to in clause (i), such excess Net Cash Proceeds (to
     the extent not applied pursuant to clause (i)), as provided
     in Section 4.11(c). The amount of such excess Net Cash
     Proceeds required to be applied, or to be committed to be
     applied, during such 12-month period as set forth in
     clause (i) of the preceding sentence and not applied as so
     required by the end of such period shall constitute "Excess
     Proceeds."

          (c)  If, as of the first day of any calendar month, the
aggregate amount of Excess Proceeds not theretofore subject
to an Offer to Purchase pursuant to this Section 4.11 totals
at least $10 million, the Company must commence, not later
than the fifteenth business day of such month, and
consummate an Offer to Purchase from the Holders of Notes
and the Holders of any Indebtedness ranking equally with the
Notes and entitled to participate in such an Offer to
Purchase on a pro rata basis, an aggregate principal amount
of Notes and such other Indebtedness equal to the Excess
Proceeds on such date, at a purchase price equal to 101% of
the principal amount thereof, plus, in each case, accrued
interest, if any, to the Payment Date.

Section 4.12.  Transactions with Stockholders and Affiliates.

          (a)  The Company shall not, and shall not permit any of
its Restricted Subsidiaries to, directly or indirectly, engage
in any transaction including, without limitation, the
purchase, sale, lease or exchange of property or assets, or
the rendering of any service, with any Affiliate except
(1) upon fair and reasonable terms no less favorable to the
Company or such Restricted Subsidiary than could be obtained
in a comparable arm's-length transaction with an unrelated
Person and (2)(A) with respect to any transaction or series
of related transactions involving aggregate consideration in
excess of $5.0 million, such transaction is approved by at
least a majority of the disinterested members of the Board
of Directors or (B) with respect to any transaction or
series of related transactions involving aggregate
consideration in excess of $10.0 million, the Company
obtains a written opinion as to the fairness to the Holders
of the Notes of such transaction or series of related
transactions issued by an investment banking, accounting or
appraisal firm of national standing.

          (b)  The provisions of Section 4.12(a) shall not prohibit:

               (i) any transaction solely between the Company and any of
     its Restricted Subsidiaries or solely between Restricted
     Subsidiaries;

               (ii) the payment of reasonable and customary regular fees
     and indemnity payments to directors of the Company who are
     not employees of the Company and the payment of reasonable
     compensation and indemnity payments to officers of the
     Company;
               (iii) any payments or other transactions pursuant to any
     tax-sharing agreement between the Company and any other
     Person with which the Company files a consolidated tax
     return or with which the Company is part of a consolidated
     group for tax purposes;

               (iv) any Restricted Payments or Investments not prohibited
     by Section 4.07 hereof;

               (v) the American Cellular Joint Venture Agreements, as in
     effect on the Issue Date; or

               (vi) roaming or similar communications services agreement
     (x) among the Company and/or its Restricted Subsidiaries and
     a Qualified Joint Venture that is not a Restricted
     Subsidiary or (y) between a Qualified Joint Venture that is
     a Restricted Subsidiary and any of its Qualified Joint
     Venture Partners who are Affiliates of such Qualified Joint
     Venture; provided that in either case any such agreement is
     upon fair and reasonable terms no less favorable to the
     Company or such Restricted Subsidiary (which, in the case of
     clause (y) refers to the relevant Qualified Joint Venture)
     than could be obtained in a comparable arm's-length
     transaction with an unrelated Person.

Section 4.13.  Liens.

          The Company shall not, and shall not permit any of
its Restricted Subsidiaries to, directly or indirectly,
create, incur, assume or suffer to exist any Lien securing
Indebtedness, Attributable Debt or Trade Payables, other
than Permitted Liens, upon any of the Company's, or a
Restricted Subsidiary's, property or assets, now owned or
acquired after the date on which the Notes are issued,
unless all payments due under this Indenture and the Notes
are secured on an equal and ratable basis with (or if the
obligations being secured rank junior in right of payment to
the Notes, on a senior basis to) the obligations so secured
until such time as such obligations are no longer secured by
a Lien.

Section 4.14.  Issuances of Guarantees by Restricted
               Subsidiaries.

          (a)  The Company shall not permit its Restricted
Subsidiaries to, and its Restricted Subsidiaries shall not,
guarantee, directly or indirectly, any Indebtedness of the
Company which ranks equally with or subordinate in right of
payment to the Notes ("Guaranteed Indebtedness"), unless

               (i) such Restricted Subsidiary simultaneously executes
     and delivers a supplemental indenture, in a form reasonably
     satisfactory to the Trustee, providing for a Guarantee (a
     "Subsidiary Guarantee") of payment of the Notes by such
     Restricted Subsidiary, and

               (ii) such Restricted Subsidiary waives, and shall not
     in any manner whatsoever claim or take the benefit or advantage of,
     any rights of reimbursement, indemnity or subrogation or any
     other rights against the Company or any other Restricted
     Subsidiary as a result of any payment by such Restricted
     Subsidiary under its Subsidiary Guarantee. However, that
     this paragraph shall not be applicable to any Guarantee of
     any Restricted Subsidiary that existed at the time such
     Person became a Restricted Subsidiary and was not Incurred
     in connection with, or in contemplation of, such Person
     becoming a Restricted Subsidiary. If the Guaranteed
     Indebtedness

               (A)  ranks equally with the Notes, then the Guarantee of
          such Guaranteed Indebtedness shall rank equally with, or be
          subordinated to, the Subsidiary Guarantee, or

               (B)  is subordinated to the Notes, then the Guarantee of
          such Guaranteed Indebtedness shall be subordinated to the
          Subsidiary Guarantee at least to the extent that the
          Guaranteed Indebtedness is subordinated to the Notes.

          (b)  Notwithstanding the foregoing, any Subsidiary Guarantee
by a Restricted Subsidiary may provide by its terms that it
shall be automatically and unconditionally released and
discharged upon

               (i) any sale, exchange or transfer, to any Person not an
     Affiliate of the Company, of all of the Company's and each
     Restricted Subsidiary's Capital Stock in, or all or
     substantially all the assets of, such Restricted Subsidiary,
     which sale, exchange or transfer is not prohibited by this
     Indenture, or

               (ii) the release or discharge of the Guarantee of
     Indebtedness which resulted in the creation of such
     Subsidiary Guarantee, except a discharge or release by or as
     a result of payment under such Guarantee.

Section 4.15.  Corporate Existence.

          Subject to Article 5 hereof, the Company shall do
or cause to be done all things necessary to preserve and
keep in full force and effect (i) its corporate existence,
and the corporate, partnership or other existence of each of
its Restricted Subsidiaries, in accordance with the
respective organizational documents (as the same may be
amended from time to time) of the Company or any such
Restricted Subsidiary and (ii) the rights (charter and
statutory), licenses and franchises of the Company and its
Restricted Subsidiaries; provided, however, that the Company
shall not be required to preserve any such right, license or
franchise, or the corporate, partnership or other existence
of any of its Restricted Subsidiaries, if the Board of
Directors shall determine that the preservation thereof is
no longer desirable in the conduct of the business of the
Company and its Restricted Subsidiaries, taken as a whole,
and that the loss thereof is not adverse in any material
respect to the Holders of the Notes.

Section 4.16.  Offer to Repurchase Upon Change of Control.

          (a)  If a Change of Control occurs, each Holder shall have
the right to require the Company to make an offer (a "Change
of Control Offer") to each Holder to repurchase all or any
part, equal to $1,000 or an integral multiple of $1,000, of
the Holder's Notes at an offer price in cash equal to 101%
of the aggregate principal amount thereof, plus accrued and
unpaid interest and Liquidated Damages, if any, thereon to
the date fixed for repurchase (the "Change of Control
Payment").

          (b)  Within 30 business days following a Change of Control,
the Company shall mail an Offer to Purchase to each Holder
describing the transaction or transactions that constitute
the Change of Control and offering to repurchase the Notes
on the date specified in the notice, which date shall be no
earlier than 30 days and no later than 60 days from the date
the notice is mailed (the "Change of Control Payment Date")
pursuant to the procedures set forth in Section 3.09 and
described in the notice. The Company shall comply with the
requirements of Rule 14e-1 under the Exchange Act and any
other securities laws and regulations thereunder to the
extent those laws and regulations are applicable to the
repurchase of the Notes as a result of a Change of Control.

          (c)  On the Change of Control Payment Date, the Company
shall, to the extent lawful, (1) accept for payment all
Notes or portions of Notes properly tendered under the
Change of Control Offer; (2) deposit with the Paying Agent
an amount equal to the Change of Control Payment in respect
of all Notes or portions of the Notes so tendered; and (3)
deliver or cause to be delivered to the Trustee the Notes so
accepted together with an Officers' Certificate stating the
aggregate principal amount of Notes or portions of the Notes
being purchased by the Company.

          (d)  The Paying Agent shall mail promptly to each Holder
of Notes so tendered the Change of Control Payment for the
Notes, and the Trustee shall promptly authenticate and mail,
or cause to be transferred by book entry, to each Holder a
new Note equal in principal amount to any unpurchased
portion of the Notes surrendered, provided, however, that
each new Note shall be in a principal amount of $1,000 or an
integral multiple of $1,000.

          (e)  The Change of Control provisions described in this
Section 4.16 shall be applicable notwithstanding any other
provisions of this Indenture.

          (f)  The Company shall not be required to make a Change
of Control Offer following a Change of Control if a third party
makes the Change of Control Offer in the manner, at the
times and otherwise in compliance with the requirements set
forth in this Section 4.16 and purchases all Notes validly
tendered and not withdrawn under the Change of Control
Offer.

Section 4.17.  Limitations on Line of Business.

          The Company shall not, and shall not permit any
Restricted Subsidiary to, engage in any business other than
a Permitted Business, except to such extent as is not
material to the Company and its Restricted Subsidiaries,
taken as a whole.

Section 4.18.  Sale and Leaseback Transactions.

          The Company shall not, and shall not permit any of
its Restricted Subsidiaries to, enter into any sale and
leaseback transaction; provided that the Company and its
Restricted Subsidiaries may enter into a sale and leaseback
transaction if

          (a)  the Company or the relevant Restricted Subsidiary
could have incurred Indebtedness in an amount equal to the
Attributable Debt relating to the sale and leaseback
transaction pursuant to Section 4.09 hereof;

          (b)  the gross cash proceeds of the sale and leaseback
transaction are at least equal to the fair market value, as
determined in good faith by the Board of Directors and set
forth in an Officers' Certificate delivered to the Trustee,
of the property that is the subject of the sale and
leaseback transaction; and

          (c)  the transfer of assets in the sale and leaseback
transaction is permitted by, and the Company or the relevant
Restricted Subsidiary applies the proceeds of the
transaction in compliance with, Section 4.11 hereof.

Section 4.19.  Issuance of Certain Capital Stock.

          The Company will not sell, directly or indirectly,
any shares of Capital Stock which

          (a)  (i) provide for the payment of dividends in lieu of
cash dividends, in whole or in part, in additional shares of
such Capital Stock and (ii) may be exchanged, at the option
of the Company, for debentures of the Company; and

          (b)  ranks, with respect to the payment of dividends or
with respect to the priority upon liquidation of the Company,
pari passu with or senior to either series of the Company's
then outstanding Senior Preferred Stock.

without the prior written consent of the holders of the
outstanding shares of the affected series of the Company's
outstanding Senior Preferred Stock; provided that the
foregoing limitation shall not apply to the issuance by the
Company of shares of its Capital Stock in exchange or
partially in exchange for shares of either series of the
Company's outstanding Senior Preferred Stock.

Section 4.20.  Payments for Consent.

          Neither the Company nor any of its Restricted
Subsidiaries shall, directly or indirectly, pay or cause to
be paid any consideration, whether by way of interest, fee
or otherwise, to any Holder for or as an inducement to any
consent, waiver or amendment of any of the terms or
provisions of this Indenture or the Notes unless such
consideration is offered to be paid or is paid to all
Holders that consent, waive or agree to amend in the time
frame set forth in the solicitation documents relating to
such consent, waiver or agreement.

Section 4.21.  Undertaking to Obtain Rating.

          (a)  The Company will use its reasonable best efforts to
obtain a rating for the Notes.  In the event that the Notes
have not received a rating from either Moody's or S&P on or
prior to September 20, 2000, the Company will pay to the
Holders a fee, which shall begin to accrue on and after such
date, equal to 0.25% per annum, of the principal amount of
Notes outstanding until the Company obtains such rating.

          (b)  If the Notes have not received a rating from both
Moody's and S&P on or prior to October 20, 2000, the Company
will pay to the Holders a fee, which shall begin to accrue
on and after such date, equal to 0.25% per annum, of the
principal amount of Notes outstanding until the Company
obtains such ratings.

          (c)  The Company shall pay such fee on each interest payment
date to the Holders of record on the relevant record payment
date.

                                  ARTICLE 5.

                                  SUCCESSORS

Section 5.01.  Merger, Consolidation, or Sale of Assets.

          The Company shall not consolidate or merge with or
into (whether or not the Company is the surviving
corporation), or sell, assign, transfer, lease, convey or
otherwise dispose of all or substantially all of its
properties or assets in one or more related transactions, to
another corporation, Person or entity unless:

          (a)  the resulting, surviving or transferee Person ("the
Successor Company") shall be a corporation organized and
existing under the laws of the United States of America, or,
any state or jurisdiction thereof;

          (b)  immediately after giving effect to such transaction,
no Default or Event of Default shall have occurred and be
continuing;

          (c)  immediately after giving effect to such transaction
on a pro forma basis the Company, or the Successor Company or
resulting company, as the case may be, could Incur at least
$1.00 of Indebtedness under Section 4.09(a); provided that
this clause (c) of this Section 5.01 shall not apply to a
consolidation or merger with or into a Wholly Owned
Restricted Subsidiary, in connection with which no
consideration, other than Common Stock in the Surviving
Person or the Company, shall be issued or distributed to the
stockholders of the Company, and

          (d)  the Company delivers to the Trustee an Officers'
Certificate, attaching the arithmetic computations to
demonstrate compliance with clause (c) of this Section 5.01,
and an Opinion of Counsel, in each case stating that such
consolidation, merger or transfer complies with this
provision and that all conditions precedent provided for
herein relating to such transaction have been complied with.
Clause (c) above shall not apply if, in the good faith
determination of the Board of Directors, the principal
purpose of the transaction is to change the Company's state
of incorporation and the transaction does not have as one of
its purposes the evasion of the foregoing limitations.

Section 5.02.  Successor Corporation Substituted.

          Upon any consolidation or merger, or any sale,
assignment, transfer, lease, conveyance or other disposition
of all or substantially all of the assets of the Company in
accordance with Section 5.01 hereof, the successor
corporation formed by such consolidation or into or with
which the Company is merged or to which such sale,
assignment, transfer, lease, conveyance or other disposition
is made shall succeed to, and be substituted for (so that
from and after the date of such consolidation, merger, sale,
lease, conveyance or other disposition, the provisions of
this Indenture referring to the "Company" shall refer
instead to the successor corporation and not to the
Company), and may exercise every right and power of the
Company under this Indenture with the same effect as if such
successor Person had been named as the Company herein;
provided, however, that the predecessor Company shall not be
relieved from the obligation to pay the principal of and
interest on the Notes except in the case of a sale of all or
substantially all of the Company's assets that meets the
requirements of Section 5.01 hereof.

                              ARTICLE 6.

                         DEFAULTS AND REMEDIES

Section 6.01.  Events of Default.

          Each of the following events constitutes an "Event
of Default":

          (a)  default in the payment when due of principal of
or premium, if any, on any Note when the same becomes due and
payable at maturity, upon acceleration, redemption or
otherwise;

          (b)  default in the payment when due of interest on,
or Liquidated Damages with respect to, any Note, and such
default continues for a period of 30 days;

          (c)  default in the performance or breach of the provisions
of Section 5.01 or the failure to make or consummate an
Offer to Purchase in accordance with Sections 4.11 or 4.16
hereof or a breach of Sections 4.07 or 4.09 hereof;

          (d)  the Company defaults in the performance of or
breaches any other covenant or agreement of the Company in this
Indenture or under the Notes (other than a default specified
in clause (a), (b) or (c) above) and such default or breach
continues for a period of 30 consecutive days after written
notice by the Trustee to the Company or by the Holders of
25% or more in aggregate principal amount of the Notes to
the Company and the Trustee;

          (e)  there occurs with respect to any issue or issues
of Indebtedness of the Company or any Significant Subsidiary
having an outstanding principal amount of $20.0 million or
more in the aggregate for all such issues of all such
Persons, whether such Indebtedness now exists or shall
hereafter be created,

               (i) an event of default that has caused the Holder thereof
     to declare such Indebtedness to be due and payable prior to
     its final Stated Maturity and such Indebtedness has not been
     discharged in full or such acceleration has not been
     rescinded or annulled within 30 days of such acceleration,
     and/or

               (ii) the failure to make a principal payment at the final
     (but not any interim) fixed maturity and such defaulted
     payment shall not have been made, waived or extended within
     30 days of such payment default;

          (f)  any final judgment or order (not covered by insurance)
for the payment of money in excess of $20.0 million in the
aggregate for all such final judgments or orders against all
such Persons (treating any deductibles, self-insurance or
retention as not so covered) shall be rendered against the
Company or any Significant Subsidiary and shall not be paid
or discharged, and there shall be any period of 30
consecutive days following entry of the final judgment or
order that causes the aggregate amount for all such final
judgments or orders outstanding and not paid or discharged
against all such Persons to exceed $20.0 million during
which a stay of enforcement of such final judgment or order,
by reason of a pending appeal or otherwise, shall not be in
effect;

          (g)  a court having jurisdiction in the premises enters a
decree or order for

               (i) relief in respect of the Company or any Significant
     Subsidiary in an involuntary case under any applicable
     bankruptcy, insolvency or other similar law now or hereafter
     in effect,

               (ii) appointment of a receiver, liquidator, assignee,
     custodian, Trustee, sequestrator or similar official of the
     Company or any Significant Subsidiary or for all or
     substantially all of the property and assets of the Company
     or any Significant Subsidiary, or

               (iii) the winding up or liquidation of the affairs of
     the Company or any Significant Subsidiary and,
     in each case, such decree or order shall remain unstayed and
     in effect for a period of 30 consecutive days; or

          (h)  the Company or any Significant Subsidiary

               (i)  commences a voluntary case under any applicable
     bankruptcy, insolvency or other similar law now or hereafter
     in effect, or consents to the entry of an order for relief
     in an involuntary case under any such law,

               (ii) consents to the appointment of or taking possession
     by a receiver, liquidator, assignee, custodian, Trustee,
     sequestrator or similar official of the Company or any
     Significant Subsidiary or for all or substantially all of
     the property and assets of the Company or any Significant
     Subsidiary, or

               (iii) effects any general assignment for the benefit of
creditors.

Section 6.02.  Acceleration.

          (a)  If any Event of Default (other than an Event of Default
specified in clause (g) or (h) of Section 6.01 hereof with
respect to the Company), occurs and is continuing, the
Trustee or the Holders of at least 25% in principal amount
of the then outstanding Notes, by written notice to the
Company (and, if such notice is given by such Holders, to
the Trustee), may, and the Trustee at the request of such
Holders shall,  declare the principal of, premium, if any,
and accrued interest on the Notes to be due and payable
immediately.  Upon such declaration of acceleration, such
principal of, premium, if any, and accrued and unpaid
interest and Liquidated Damages, if any, shall be
immediately due and payable; provided, however, that so long
as the DOC Facility Agreement is in effect, such declaration
shall not become effective until the earlier of (i) five
Business Days after the receipt of the acceleration notice
by the agent thereunder and the Company, and (ii)
acceleration of the Indebtedness under the DOC Facility
Agreements.

          (b)  In the event of a declaration of acceleration
because an Event of Default set forth in clause (e) above has
occurred and is continuing, such declaration of acceleration
shall be automatically rescinded and annulled if the event
of default triggering such Event of Default pursuant to
clause (e) shall be remedied or cured by the Company or the
relevant Significant Subsidiary or waived by the Holders of
the relevant Indebtedness within 60 days after the
declaration of acceleration with respect thereto.

          (c)  Notwithstanding the foregoing, if an Event of Default
specified in clause (g) or (h) of Section 6.01 hereof occurs
with respect to the Company, the principal of, premium, if
any, if any, and accrued and unpaid interest and Liquidated
Damages, if any, on the Notes then outstanding shall be due
and payable immediately without further action or notice on
the part of the Trustee or any Holder.
Section 6.03.  Other Remedies.

          If an Event of Default occurs and is continuing,
the Trustee may pursue any available remedy to collect the
payment of principal, premium, if any, and interest on the
Notes or to enforce the performance of any provision of the
Notes or this Indenture.

          The Trustee may maintain a proceeding even if it
does not possess any of the Notes or does not produce any of
them in the proceeding.  A delay or omission by the Trustee
or any Holder of a Note in exercising any right or remedy
accruing upon an Event of Default shall not impair the right
or remedy or constitute a waiver of or acquiescence in the
Event of Default.  All remedies are cumulative to the extent
permitted by law.

Section 6.04.  Waiver of Past Defaults.

          At any time after declaration of acceleration, but
before a judgment or decree for the payment of the money due
has been obtained by the Trustee, the Holders of at least a
majority in principal amount of the outstanding Notes by
written notice to the Company and to the Trustee, may waive
all past defaults, except a Default in the payment of
principal of premium, if any, or interest on any Note as
specified in clause (a) or (b) of Section 6.01 or in respect
of a covenant or provision of this Indenture which cannot be
modified or amended without the consent of the Holder of
each outstanding Note affected, and rescind and annul a
declaration of acceleration and its consequences if:

          (a)  all existing Events of Default, other than the
nonpayment of the principal of, premium, if any, and
interest on the Notes that have become due solely by such
declaration of acceleration, have been cured or waived; and

          (b)  such rescission would not conflict with any judgment
or decree of a court of competent jurisdiction.

Upon any such waiver, such Default shall cease to exist, and
any Event of Default arising therefrom shall be deemed to
have been cured, for every purpose of this Indenture; but no
such waiver shall extend to any subsequent or other Default
or Event of Default or impair any right consequent thereto.

Section 6.05.  Control by Majority.

          Holders of a majority in principal amount of the
then outstanding Notes may direct the time, method and place
of conducting any proceeding for exercising any remedy
available to the Trustee or exercising any trust or power
conferred on it.  However, the Trustee may refuse to follow
any direction that conflicts with law or this Indenture that
the Trustee determines may involve the Trustee in personal
liability or that the Trustee determines in good faith may
be unduly prejudicial to the rights of other Holders of
Notes not joining in the giving of such direction and may
take any other action it deems proper that is not
inconsistent with any such direction received for Holders of
Notes.

Section 6.06.  Limitation on Suits.

          A Holder of a Note may pursue a remedy with
respect to this Indenture or the Notes only if:

          (a)  the Holder of a Note gives to the Trustee written
notice of a continuing Event of Default;

          (b)  the Holders of at least 25% in principal amount of the
then outstanding Notes make a written request to the Trustee
to pursue the remedy;

          (c)  such Holder of a Note or Holders of Notes offer and, if
requested, provide to the Trustee indemnity satisfactory to
the Trustee against any loss, liability or expense;

          (d)  the Trustee does not comply with the request within 60
days after receipt of the request and the offer and, if
requested, the provision of indemnity; and

          (e)  during such 60-day period the Holders of a majority
in principal amount of the then outstanding Notes do not give
the Trustee a direction inconsistent with the request.

          A Holder of a Note may not use this Indenture to
prejudice the rights of another Holder of a Note or to
obtain a preference or priority over another Holder of a
Note.

Section 6.07.  Rights of Holders of Notes to Receive
               Payment.

          Notwithstanding any other provision of this
Indenture, the right of any Holder of a Note to receive
payment of principal, premium and Liquidated Damages, if
any, and interest on the Note, on or after the respective
due dates expressed in the Note (including in connection
with an offer to purchase), or to bring suit for the
enforcement of any such payment on or after such respective
dates, shall not be impaired or affected without the consent
of such Holder.

Section 6.08.  Collection Suit by Trustee.

          If an Event of Default specified in Section
6.01(a) or (b) occurs and is continuing, the Trustee is
authorized to recover judgment in its own name and as
Trustee of an express trust against the Company for the
whole amount of principal of, premium and Liquidated
Damages, if any, and interest remaining unpaid on the Notes
and interest on overdue principal and, to the extent lawful,
interest and such further amount as shall be sufficient to
cover the costs and expenses of collection, including the
reasonable compensation, expenses, disbursements and
advances of the Trustee, its agents and counsel.

Section 6.09.  Trustee May File Proofs of Claim.

          The Trustee is authorized to file such proofs of
claim and other papers or documents as may be necessary or
advisable in order to have the claims of the Trustee
(including any claim for the reasonable compensation,
expenses, disbursements and advances of the Trustee, its
agents and counsel) and the Holders of the Notes allowed in
any judicial proceedings relative to the Company (or any
other obligor upon the Notes), its creditors or its property
and shall be entitled and empowered to collect, receive and
distribute any money or other property payable or
deliverable on any such claims and any custodian in any such
judicial proceeding is hereby authorized by each Holder to
make such payments to the Trustee, and in the event that the
Trustee shall consent to the making of such payments
directly to the Holders, to pay to the Trustee any amount
due to it for the reasonable compensation, expenses,
disbursements and advances of the Trustee, its agents and
counsel, and any other amounts due the Trustee under
Section 7.07 hereof.  To the extent that the payment of any
such compensation, expenses, disbursements and advances of
the Trustee, its agents and counsel, and any other amounts
due the Trustee under Section 7.07 hereof out of the estate
in any such proceeding, shall be denied for any reason,
payment of the same shall be secured by a Lien on, and shall
be paid out of, any and all distributions, dividends, money,
securities and other properties that the Holders may be
entitled to receive in such proceeding whether in
liquidation or under any plan of reorganization or
arrangement or otherwise.  Nothing herein contained shall be
deemed to authorize the Trustee to authorize or consent to
or accept or adopt on behalf of any Holder any plan of
reorganization, arrangement, adjustment or composition
affecting the Notes or the rights of any Holder, or to
authorize the Trustee to vote in respect of the claim of any
Holder in any such proceeding.

Section 6.10.  Priorities.

          If the Trustee collects any money pursuant to this
Article, it shall pay out the money in the following order:

          First:  to the Trustee, its agents and attorneys
for amounts due under Section 7.07 hereof, including payment
of all compensation, expense and liabilities incurred, and
all advances made, by the Trustee and the costs and expenses
of collection;

          Second:  to Holders of Notes for amounts due and
unpaid on the Notes for principal, premium and Liquidated
Damages, if any, and interest, ratably, without preference
or priority of any kind, according to the amounts due and
payable on the Notes for principal, premium and Liquidated
Damages, if any and interest, respectively; and

          Third:  to the Company or to such party as a court
of competent jurisdiction shall direct.

          The Trustee may fix a record date and payment date
for any payment to Holders of Notes pursuant to this Section
6.10.

Section 6.11.  Undertaking for Costs.

          In any suit for the enforcement of any right or
remedy under this Indenture or in any suit against the
Trustee for any action taken or omitted by it as a Trustee,
a court in its discretion may require the filing by any
party litigant in the suit of an undertaking to pay the
costs of the suit, and the court in its discretion may
assess reasonable costs, including reasonable attorneys'
fees, against any party litigant in the suit, having due
regard to the merits and good faith of the claims or
defenses made by the party litigant.  This Section does not
apply to a suit by the Trustee, a suit by a Holder of a Note
pursuant to Section 6.07 hereof, or a suit by Holders of
more than 10% in principal amount of the then outstanding
Notes.

Section 6.12.  Restoration of Rights and Remedies.

          If the Trustee or any Holder has instituted any
proceeding to enforce any right or remedy under this
Indenture and such proceeding has been discontinued or
abandoned for any reason, or has been determined adversely
to the Trustee or to such Holder, then, and in every such
case, subject to any determination in such proceeding, the
Company, the Trustee and the Holders shall be restored
severally and respectively to their former positions
hereunder and thereafter all rights and remedies of the
Company, Trustee and the Holders shall continue as though no
such proceeding had been instituted.

Section 6.13.  Rights and Remedies Cumulative.

          Except as otherwise provided with respect to the
replacement or payment of mutilated, destroyed, lost or
wrongfully taken Notes in Section 2.07, no right or remedy
herein conferred upon or reserved to the Trustee or to the
Holders is intended to be exclusive of any other right or
remedy, and every right and remedy shall, to the extent
permitted by law, be cumulative and in addition to every
other right and remedy given hereunder or now or hereafter
existing at law or in equity or otherwise.  The assertion or
employment of any right or remedy hereunder, or otherwise,
shall not prevent the concurrent assertion or employment of
any other appropriate right or remedy.

Section 6.14.  Delay or Omission Not Waiver.

          No delay or omission of the Trustee or of any
Holder to exercise any right or remedy accruing upon any
Event of Default shall impair any such right or remedy or
constitute a waiver of any such Event of Default or an
acquiescence therein.  Every right and remedy given by this
Article 6 or by law to the Trustee or to the Holders may be
exercised from time to time, and as often as may be deemed
expedient, by the Trustee or by the Holders, as the case may
be.

                        ARTICLE 7.

                         TRUSTEE

Section 7.01.  Duties of Trustee.

          (a)  If an Event of Default has occurred and is continuing,
the Trustee shall exercise such of the rights and powers
vested in it by this Indenture, and use the same degree of
care and skill in its exercise, as a prudent man would
exercise or use under the circumstances in the conduct of
his own affairs.

          (b)  Except during the continuance of an Event of Default:

               (i) the duties of the Trustee shall be determined solely
     by the express provisions of this Indenture and the Trustee
     need perform only those duties that are specifically set
     forth in this Indenture and no others, and no implied
     covenants or obligations shall be read into this Indenture
     against the Trustee; and

               (ii) in the absence of bad faith on its part, the Trustee
     may conclusively rely, as to the truth of the statements and
     the correctness of the opinions expressed therein, upon
     certificates or opinions furnished to the Trustee and
     conforming to the requirements of this Indenture.  However,
     the Trustee shall examine the certificates and opinions to
     determine whether or not they conform to the requirements of
     this Indenture.

          (c)  The Trustee may not be relieved from liabilities for
its own negligent action, its own negligent failure to act,
or its own willful misconduct, except that:

               (i) this paragraph does not limit the effect of paragraph
     (b) of this Section;

               (ii) the Trustee shall not be liable for any error of
     judgment made in good faith by a Responsible Officer, unless
     it is proved that the Trustee was negligent in ascertaining
     the pertinent facts; and

               (iii) the Trustee shall not be liable with respect to
     any action it takes or omits to take in good faith in
     accordance with a direction received by it pursuant to
     Section 6.05 hereof.

          (d)  Whether or not therein expressly so provided, every
provision of this Indenture that in any way relates to the
Trustee is subject to paragraphs (a), (b), (c), (e) and (f)
of this Section and Section 7.02.

          (e)  No provision of this Indenture shall require the
Trustee to expend or risk its own funds or incur any
liability.  The Trustee shall be under no obligation to
exercise any of its rights and powers under this Indenture
at the request of any Holders, unless such Holder shall have
offered to the Trustee security and indemnity satisfactory
to it against any loss, liability or expense.

          (f)  The Trustee shall not be liable for interest on
any money received by it except as the Trustee may agree in
writing with the Company.  Money held in trust by the
Trustee need not be segregated from other funds except to
the extent required by law.

Section 7.02.  Rights of Trustee.

          (a)  The Trustee may conclusively rely upon any document
believed by it to be genuine and to have been signed or
presented by the proper Person.  The Trustee need not
investigate any fact or matter stated in the document.

          (b)  Before the Trustee acts or refrains from acting, it may
require an Officers' Certificate or an Opinion of Counsel or
both.  The Trustee shall not be liable for any action it
takes or omits to take in good faith in reliance on such
Officers' Certificate or Opinion of Counsel.  The Trustee
may consult with counsel and the written advice of such
counsel or any Opinion of Counsel shall be full and complete
authorization and protection from liability in respect of
any action taken, suffered or omitted by it hereunder in
good faith and in reliance thereon.

          (c)  The Trustee may act through its attorneys and
agents and shall not be responsible for the misconduct or
negligence of any agent appointed with due care.

          (d)  The Trustee shall not be liable for any action it
takes or omits to take in good faith that it believes to be
authorized or within the rights or powers conferred upon it
by this Indenture or omits to take in accordance with the
written direction of the Holders of a majority in principal
amount of the outstanding Notes relating to the time, method
and place of conducting any proceeding for any remedy
available to the Trustee, or exercising any trust or power
conferred upon the Trustee, under this Indenture.

          (e)  Unless otherwise specifically provided in this
Indenture, any demand, request, direction or notice from the
Company shall be sufficient if signed by an Officer of the
Company.

          (f)  The Trustee shall be under no obligation to exercise
any of the rights or powers vested in it by this Indenture
at the request or direction of any of the Holders unless
such Holders shall have offered to the Trustee reasonable
security or indemnity against the costs, expenses and
liabilities that might be incurred by it in compliance with
such request or direction.

          (g)  The Trustee shall not be bound to make any
investigation into the facts or matters stated in any
resolution, certificate, statement, instrument, opinion,
report, notice, request, direction, consent, order, bond,
debenture, note, other evidence of indebtedness or other
paper or document, but the Trustee, in its discretion, may
make such further inquiry or investigation into such facts
or matters as it may see fit, and, if the Trustee shall
determine to make such further inquiry or investigation, it
shall be entitled to examine the books, records and premises
of the Company personally or by agent or attorney.

Section 7.03.  Individual Rights of Trustee.

          The Trustee in its individual or any other
capacity may become the owner or pledgee of Notes and may
otherwise deal with the Company or any Affiliate of the
Company with the same rights it would have if it were not
Trustee.  However, in the event that the Trustee acquires
any conflicting interest it must eliminate such conflict
within 90 days, apply to the Commission for permission to
continue as Trustee or resign.  Any Agent may do the same
with like rights and duties.  The Trustee is also subject to
Sections 7.10 and 7.11 hereof.

Section 7.04.  Trustee's Disclaimer.

          The Trustee shall not be responsible for and makes
no representation as to the validity or adequacy of this
Indenture or the Notes, it shall not be accountable for the
Company's use of the proceeds from the Notes or any money
paid to the Company or upon the Company's direction under
any provision of this Indenture, it shall not be responsible
for the use or application of any money received by any
Paying Agent other than the Trustee, and it shall not be
responsible for any statement or recital herein or any
statement in the Notes or any other document in connection
with the sale of the Notes or pursuant to this Indenture
other than its certificate of authentication.

Section 7.05.  Notice of Defaults.

          If a Default or Event of Default occurs and is
continuing and if it is known to the Trustee, the Trustee
shall mail to Holders of Notes a notice of the Default or
Event of Default within 90 days after it occurs.  Except in
the case of a Default or Event of Default in payment of
principal of, premium, if any, or interest on any Note, the
Trustee may withhold the notice if and so long as a
committee of its Responsible Officers in good faith
determines that withholding the notice is in the interests
of the Holders of the Notes.

Section 7.06.  Reports by Trustee to Holders of the Notes.

          Within 60 days after each May 15 beginning with
May 15, 2001, and for so long as Notes remain outstanding,
the Trustee shall mail to the Holders of the Notes a brief
report dated as of such reporting date that complies with
TIA Sect. 313(a) (but if no event described in TIA Sect. 313(a)
has occurred within the twelve months preceding the reporting
date, no report need be transmitted).  The Trustee also
shall comply with TIA Sect. 313(b)(2).  The Trustee shall also
transmit by mail all reports as required by TIA Sect. 313(c).

          A copy of each report at the time of its mailing
to the Holders of Notes shall be mailed to the Company and
filed with the Commission and each stock exchange on which
the Notes are listed in accordance with TIA Sect. 313(d).  The
Company shall promptly notify the Trustee when the Notes are
listed on any stock exchange.

Section 7.07.  Compensation and Indemnity.

          The Company shall pay to the Trustee from time to
time such compensation for its acceptance of this Indenture
and services hereunder as shall be agreed upon in writing.
The Trustee's compensation shall not be limited by any law
on compensation of a Trustee of an express trust.  The
Company shall reimburse the Trustee promptly upon request
for all reasonable disbursements, advances and expenses
incurred or made by it in addition to the compensation for
its services.  Such expenses shall include the reasonable
compensation, disbursements and expenses of the Trustee's
agents and counsel.

          The Company shall indemnify the Trustee against
any and all losses, liabilities or expenses (including
reasonable fees and disbursements of counsel) incurred by it
arising out of or in connection with the acceptance or
administration of its duties under this Indenture, including
the costs and expenses of enforcing this Indenture against
the Company (including this Section 7.07) and defending
itself against any claim (whether asserted by the Company or
any Holder or any other person) or liability in connection
with the exercise or performance of any of its powers or
duties hereunder, except to the extent any such loss,
liability or expense or a portion thereof may be
attributable to its negligence or bad faith.  The Trustee
shall notify the Company promptly of any claim for which it
may seek indemnity.  Failure by the Trustee to so notify the
Company shall not relieve the Company of its obligations
hereunder.  The Company shall defend the claim and the
Trustee shall cooperate in the defense.  The Trustee may
have separate counsel and the Company shall pay the
reasonable fees and expenses of such counsel.  The Company
need not pay for any settlement made without its consent,
which consent shall not be unreasonably withheld.  The
Company need not reimburse any expense or indemnify against
any loss liability or expense incurred by the Trustee
through the Trustee's own willful misconduct, negligence or
bad faith.

          The obligations of the Company under this Section
7.07 shall survive the  resignation or removal of the
Trustee and the satisfaction and discharge of this
Indenture.

          To secure the Company's payment obligations in
this Section, the Trustee shall have a Lien prior to the
Notes on all money or property held or collected by the
Trustee, except that held in trust to pay principal and
interest on particular Notes.  Such Lien shall survive the
satisfaction and discharge of this Indenture.

          When the Trustee incurs expenses or renders
services after an Event of Default specified in
Section 6.01(g) or (h) hereof occurs, the expenses and the
compensation for the services (including the fees and
expenses of its agents and counsel) are intended to
constitute expenses of administration under any Bankruptcy
Law.

          The Trustee shall comply with the provisions of
TIA Sect. 313(b)(2) to the extent applicable.

Section 7.08.  Replacement of Trustee.

          A resignation or removal of the Trustee and
appointment of a successor Trustee shall become effective
only upon the successor Trustee's acceptance of appointment
as provided in this Section.

          The Trustee may resign in writing at any time and
be discharged from the trust hereby created by so notifying
the Company.  The Holders of Notes of a majority in
principal amount of the then outstanding Notes may remove
the Trustee by so notifying the Trustee and the Company in
writing.  The Company may remove the Trustee if:

          (a)  the Trustee fails to comply with Section 7.10 hereof;

          (b)  the Trustee is adjudged a bankrupt or an insolvent or
an order for relief is entered with respect to the Trustee
under any Bankruptcy Law;

          (c)  a custodian or public officer takes charge of the
Trustee or its property; or

          (d)  the Trustee becomes incapable of acting.

          If the Trustee resigns or is removed or if a
vacancy exists in the office of Trustee for any reason, the
Company shall promptly appoint a successor Trustee.  Within
one year after the successor Trustee takes office, the
Holders of a majority in principal amount of the then
outstanding Notes may appoint a successor Trustee to replace
the successor Trustee appointed by the Company.

          If a successor Trustee does not take office within
60 days after the retiring Trustee resigns or is removed,
the retiring Trustee, the Company, or the Holders of Notes
of at least 10% in principal amount of the then outstanding
Notes may petition any court of competent jurisdiction for
the appointment of a successor Trustee.

          If the Trustee, after written request by any
Holder of a Note who has been a Holder of a Note for at
least six months, fails to comply with Section 7.10, such
Holder of a Note may petition any court of competent
jurisdiction for the removal of the Trustee and the
appointment of a successor Trustee.

          A successor Trustee shall deliver a written
acceptance of its appointment to the retiring Trustee and to
the Company.  Thereupon, the resignation or removal of the
retiring Trustee shall become effective, and the successor
Trustee shall have all the rights, powers and duties of the
Trustee under this Indenture.  The successor Trustee shall
mail a notice of its succession to Holders of the Notes.
Subject to the Lien provided for in Section 7.07 hereof, the
retiring Trustee shall promptly transfer all property held
by it as Trustee to the successor Trustee; provided,
however, that all sums owing to the Trustee hereunder shall
have been paid. Notwithstanding replacement of the Trustee
pursuant to this Section 7.08, the Company's obligations
under Section 7.07 hereof shall continue for the benefit of
the retiring Trustee.

Section 7.09.  Successor Trustee by Merger, etc.

          If the Trustee consolidates, merges or converts
into, or transfers all or substantially all of its corporate
trust business to, another corporation or national banking
corporation, the successor corporation or national banking
corporation without any further act shall be the successor
Trustee.

Section 7.10.  Eligibility; Disqualification.

          There shall at all times be a Trustee hereunder
that is a corporation organized and doing business under the
laws of the United States of America or of any state thereof
that is authorized under such laws to exercise corporate
Trustee power, that is subject to supervision or examination
by federal or state authorities and that has a combined
capital and surplus of at least $50 million as set forth in
its most recent published annual report of condition.

          This Indenture shall always have a Trustee who
satisfies the requirements of TIA Sect. 310(a)(1), (2) and (5).
The Trustee is subject to TIA Sect. 310(b) provided, however,
that there shall be excluded from the operation of TIA
Sect. 310(b)(1) any indenture or indentures under which
other securities or certificates of interest or
participation in other securities of the Company are
outstanding if the requirements for such exclusions set
forth in TIA Sect. 310(b)(1) are met.

Section 7.11.  Preferential Collection of Claims Against
               Company.

          The Trustee is subject to TIA Sect. 311(a), excluding
any creditor relationship listed in TIA Sect. 311(b).  A Trustee
who has resigned or been removed shall be subject to TIA
Sect. 311(a) to the extent indicated therein.

                               ARTICLE 8.

               LEGAL DEFEASANCE AND COVENANT DEFEASANCE

Section 8.01.  Option to Effect Legal Defeasance or Covenant
               Defeasance.

          The Company may, at the option of its Board of
Directors evidenced by a resolution set forth in an
Officers' Certificate delivered to the Trustee, at any time,
elect to have Section 8.02 or 8.03 hereof be applied to all
outstanding Notes upon compliance with the conditions set
forth below in this Article Eight.

Section 8.02.  Legal Defeasance and Discharge.

          Upon the Company's exercise under Section 8.01
hereof of the option applicable to this Section 8.02, the
Company shall, subject to the satisfaction of the conditions
set forth in Section 8.04 hereof, be deemed to have been
discharged from its obligations with respect to all
outstanding Notes on the date the conditions set forth below
are satisfied (hereinafter, "Legal Defeasance").  For this
purpose, Legal Defeasance means that the Company shall be
deemed to have paid and discharged the entire Indebtedness
represented by the outstanding Notes, which shall thereafter
be deemed to be "outstanding" only for the purposes of
Section 8.05 hereof and the other Sections of this Indenture
referred to in clauses (a) and (b) below, and to have
satisfied all its other obligations under such Notes and
this Indenture (and the Trustee, on demand of and at the
expense of the Company, shall execute proper instruments
acknowledging the same), except for the following provisions
which shall survive until otherwise terminated or discharged
hereunder:  (a) the rights of Holders of outstanding Notes
to receive solely from the trust fund described in
Section 8.04 hereof, and as more fully set forth in such
Section, payments in respect of the principal of, premium,
if any, and interest and Liquidated Damages, if any, on such
Notes when such payments are due, (b) the Company's
obligations with respect to such Notes under Article 2 and
Section 4.02 hereof, (c) the Company's rights of optional
redemption under Section 3.07, (d) the rights, powers,
trusts, duties and immunities of the Trustee hereunder and
the Company's obligations in connection therewith and
(e) this Article Eight.  Subject to compliance with this
Article Eight, the Company may exercise its option under
this Section 8.02 notwithstanding the prior exercise of its
option under Section 8.03 hereof.

Section 8.03.  Covenant Defeasance.

          Upon the Company's exercise under Section 8.01
hereof of the option applicable to this Section 8.03, the
Company shall, subject to the satisfaction of the conditions
set forth in Section 8.04 hereof, be released from its
obligations under the covenants contained in Sections
4.03, 4.07, 4.08, 4.09, 4.10, 4.11, 4.12, 4.13, 4.14, 4.16,
4.17, 4.18, and 4.19 hereof, and the operation of Section
5.01(c) hereof, with respect to the outstanding Notes on and
after the date the conditions set forth in Section 8.04 are
satisfied (hereinafter, "Covenant Defeasance"), and the
Notes shall thereafter be deemed not "outstanding" for the
purposes of any direction, waiver, consent or declaration or
act of Holders (and the consequences of any thereof) in
connection with such covenants, but shall continue to be
deemed "outstanding" for all other purposes hereunder (it
being understood that such Notes shall not be deemed
outstanding for accounting purposes).  For this purpose,
Covenant Defeasance means that, with respect to the
outstanding Notes, the Company may omit to comply with and
shall have no liability in respect of any term, condition or
limitation set forth in any such covenant, whether directly
or indirectly, by reason of any reference elsewhere herein
to any such covenant or by reason of any reference in any
such covenant to any other provision herein or in any other
document and such omission to comply shall not constitute a
Default or an Event of Default under Section 6.01 hereof,
but, except as specified above, the remainder of this
Indenture and such Notes shall be unaffected thereby.  In
addition, upon the Company's exercise under Section 8.01
hereof of the option applicable to this Section 8.03 hereof,
subject to the satisfaction of the conditions set forth in
Section 8.04 hereof, Sections 6.01(c) through 6.01(f) hereof
shall not constitute Events of Default.

Section 8.04.  Conditions to Legal or Covenant Defeasance.

          The Company may exercise Legal or Covenant
Defeasance if:

          (a)  the Company has irrevocably deposited with the Trustee,
in trust, for the benefit of the Holders, cash in United
States dollars, non-callable Government Securities, or a
combination thereof, in such amounts as shall be sufficient,
in the opinion of a nationally recognized firm of
independent public accountants, to pay the principal of,
premium, if any, and accrued interest and Liquidated
Damages, if any, on the outstanding Notes on the Stated
Maturity of such payments in accordance with the terms of
the Notes and this Indenture;

          (b)  the Company has delivered to the Trustee

               (i) either

               (A)  an Opinion of Counsel to the effect that Holders shall
          not recognize income, gain or loss for federal income tax
          purposes as a result of the Company's exercise of its option
          under this "Defeasance" provision and shall be subject to
          federal income tax on the same amount and in the same manner
          and at the same times as would have been the case if such
          deposit, defeasance and discharge had not occurred, which
          opinion of counsel must be based upon (and accompanied by a
          copy of) a ruling of the Internal Revenue Service to the
          same effect unless there has been a change in applicable
          federal income tax law after the Issue Date such that a
          ruling is no longer required or

               (B)  a ruling directed to the Trustee received from the
          Internal Revenue Service to the same effect as the
          aforementioned opinion of counsel and

               (ii) an opinion of counsel to the effect that the
     creation of the defeasance trust does not violate the Investment
     Company Act of 1940 and after the passage of 93 days
     following the deposit (except with respect to any trust
     funds for the account of any Holder who may be deemed an
     "insider" for purposes of the United States Bankruptcy Code,
     after one year following the deposit), the trust funds shall
     not be subject to the effect of Section 547 of the United
     States Bankruptcy Code or Section 15 of the New York Debtor
     and Creditor Law,

          (c)  immediately after giving effect to such deposit on
a pro forma basis, no Default or Event of Default shall have
occurred and be continuing on the date of such deposit, and
such deposit shall not result in a breach or violation of,
or constitute a default under, any other agreement or
instrument to which the Company or any of its Subsidiaries
is a party or by which the Company or any of its
Subsidiaries is bound, and

          (d)  if at such time the Notes are listed on a national
securities exchange, the Company has delivered to the
Trustee an Opinion of Counsel to the effect that the Notes
shall not be delisted as a result of such deposit,
defeasance and discharge.

          (e)  the Company has delivered to the Trustee an Officers'
Certificate and an Opinion of Counsel, in each case stating
that all conditions  precedent provided for herein relating
to the defeasance contemplated by this Section 8.04 have
been complied with.

Section 8.05.  Deposited Money and Government Securities to
               Be Held in Trust; Other Miscellaneous Provisions.

          Subject to Section 8.06 hereof, all money and non-
callable Government Securities (including the proceeds
thereof) deposited with the Trustee (or other qualifying
Trustee, collectively for purposes of this Section 8.05, the
"Trustee") pursuant to Section 8.04 hereof in respect of the
outstanding Notes shall be held in trust and applied by the
Trustee, in accordance with the provisions of such Notes and
this Indenture, to the payment, either directly or through
any Paying Agent (including the Company acting as Paying
Agent) as the Trustee may determine, to the Holders of such
Notes of all sums due and to become due thereon in respect
of principal, premium, if any, and interest, but such money
need not be segregated from other funds except to the extent
required by law.

          The Company shall pay and indemnify the Trustee
against any tax, fee or other charge imposed on or assessed
against the cash or non-callable Government Securities
deposited pursuant to Section 8.04 hereof or the principal
and interest received in respect thereof other than any such
tax, fee or other charge which by law is for the account of
the Holders of the outstanding Notes.

          Anything in this Article Eight to the contrary
notwithstanding, the Trustee shall deliver or pay to the
Company from time to time upon the request of the Company
any money or non-callable Government Securities held by it
as provided in Section 8.04 hereof which, in the opinion of
a nationally recognized firm of independent public
accountants expressed in a written certification thereof
delivered to the Trustee (which may be the opinion delivered
under Section 8.04(a) hereof), are in excess of the amount
thereof that would then be required to be deposited to
effect an equivalent Legal Defeasance or Covenant
Defeasance.

Section 8.06.  Repayment to Company.

          Any money deposited with the Trustee or any Paying
Agent, or then held by the Company, in trust for the payment
of the principal of, premium, if any, or interest on any
Note and remaining unclaimed for two years after such
principal, and premium, if any, or interest has become due
and payable shall be paid to the Company on its request or
(if then held by the Company) shall be discharged from such
trust; and the Holder of such Note shall thereafter, as an
unsecured creditor, look only to the Company for payment
thereof, and all liability of the Trustee or such Paying
Agent with respect to such trust money, and all liability of
the Company as Trustee thereof, shall thereupon cease;
provided, however, that the Trustee or such Paying Agent,
before being required to make any such repayment, may at the
expense of the Company cause to be published once, in The
New York Times and The Wall Street Journal (national
edition), notice that such money remains unclaimed and that,
after a date specified therein, which shall not be less than
30 days from the date of such notification or publication,
any unclaimed balance of such money then remaining shall be
repaid to the Company.

Section 8.07.  Reinstatement.

          If the Trustee or Paying Agent is unable to apply
any United States dollars or non-callable Government
Securities in accordance with Section 8.02 or 8.03 hereof,
as the case may be, by reason of any order or judgment of
any court or governmental authority enjoining, restraining
or otherwise prohibiting such application, then the
Company's obligations under this Indenture and the Notes
shall be revived and reinstated as though no deposit had
occurred pursuant to Section 8.02 or 8.03 hereof until such
time as the Trustee or Paying Agent is permitted to apply
all such money in accordance with Section 8.02 or 8.03
hereof, as the case may be; provided, however, that, if the
Company makes any payment of principal of, premium, if any,
or interest on any Note following the reinstatement of its
obligations, the Company shall be subrogated to the rights
of the Holders of such Notes to receive such payment from
the money held by the Trustee or Paying Agent.

                             ARTICLE 9.

                  AMENDMENT, SUPPLEMENT AND WAIVER

Section 9.01.  Without Consent of Holders of Notes.

          Notwithstanding Section 9.02 of this Indenture,
the Company and the Trustee may amend or supplement this
Indenture or the Notes without the consent of any Holder of
a Note:

          (a)  to cure any ambiguity, defect or inconsistency;

          (b)  to provide for uncertificated Notes in addition to or
in place of certificated Notes;

          (c)  to provide for the assumption of the Company's
obligations to the Holders of the Notes by a successor to
the Company pursuant to Article 5 hereof;

          (d)  to evidence and provide for the acceptance of
appointment under this Indenture by the successor Trustee,

          (e)  to add or release any Subsidiary Guarantee pursuant to
the terms of the this Indenture,

          (f)  to make any change that would provide any additional
rights or benefits to the Holders of the Notes or that does
not adversely affect the legal rights hereunder of any
Holder of the Note; or

          (g)  to comply with requirements of the Commission in order
to effect or maintain the qualification of this Indenture
under the TIA.

          Upon the request of the Company accompanied by a
resolution of its Board of Directors authorizing the
execution of any such amended or supplemental Indenture, and
upon receipt by the Trustee of the documents described in
Section 7.02 hereof, the Trustee shall join with the Company
in the execution of any amended or supplemental Indenture
authorized or permitted by the terms of this Indenture and
to make any further appropriate agreements and stipulations
that may be therein contained, but the Trustee shall not be
obligated to enter into such amended or supplemental
Indenture that affects its own rights, duties or immunities
under this Indenture or otherwise.

Section 9.02.  With Consent of Holders of Notes.

          (a)  Except as provided below in this Section 9.02,
the Company and the Trustee may amend or supplement this
Indenture (including Sections 3.09, 4.11 and 4.16 hereof)
and the Notes may be amended or supplemented with the
consent of the Holders of at least a majority in principal
amount of the Notes including Additional Notes, if any, then
outstanding voting as a single class (including consents
obtained in connection with a tender offer or exchange offer
for, or purchase of, the Notes), and, subject to Sections
6.04 and 6.07 hereof, any existing Default or Event of
Default (other than a Default or Event of Default in the
payment of the principal of, premium, if any, or interest on
the Notes, except a payment default resulting solely from an
acceleration that has been rescinded) or compliance with any
provision of this Indenture or the Notes may be waived with
the consent of the Holders of a majority in principal amount
of the then outstanding Notes, including Additional Notes,
if any, voting as a single class (including consents
obtained in connection with a tender offer or exchange offer
for, or purchase of, the Notes).

          (b)  Upon the request of the Company accompanied by a
resolution of its Board of Directors authorizing the
execution of any such amended or supplemental Indenture, and
upon the filing with the Trustee of evidence satisfactory to
the Trustee of the consent of the Holders of Notes as
aforesaid, and upon receipt by the Trustee of the documents
described in Section 7.02 hereof, the Trustee shall join
with the Company in the execution of such amended or
supplemental Indenture unless such amended or supplemental
Indenture directly affects the Trustee's own rights, duties
or immunities under this Indenture or otherwise, in which
case the Trustee may in its discretion, but shall not be
obligated to, enter into such amended or supplemental
Indenture.

          (c)  It shall not be necessary for the consent of the
Holders of Notes under this Section 9.02 to approve the
particular form of any proposed amendment or waiver, but it
shall be sufficient if such consent approves the substance
thereof.

          (d)  After an amendment, supplement or waiver under this
Section becomes effective, the Company shall mail to the
Holders of Notes affected thereby a notice briefly
describing the amendment, supplement or waiver.  Any failure
of the Company to mail such notice, or any defect therein,
shall not, however, in any way impair or affect the validity
of any such amended or supplemental Indenture or waiver.
Subject to Sections 6.04 and 6.07 hereof, the Holders of a
majority in aggregate principal amount of the Notes,
including Additional Notes, if any, then outstanding voting
as a single class may waive compliance in a particular
instance by the Company with any provision of this Indenture
or the Notes.  However, without the consent of each Holder
affected, an amendment or waiver under this Section 9.02 may
not (with respect to any Notes held by a non-consenting
Holder):

               (i) change the Stated Maturity of the principal of, or any
     installment of interest on, any Notes,

               (ii) reduce the principal amount of, premium, if any, or
     interest on, any Notes,
               (iii) change the place or currency of payment of
     principal of premium, if any, or interest on, any Notes,

               (iv) impair the right to institute suit for the enforcement
     of any payment on or after the Stated Maturity (or, in the
     case of a redemption, on or after the redemption date) of
     any Notes,

               (v) reduce the above-stated percentage of outstanding Notes
     the consent of whose Holders is necessary to modify or amend
     this Indenture,

               (vi) waive a default in the payment of principal of,
     premium, if any, or interest or Liquidated Damages on, the
     Notes, or
               (vii) reduce the percentage of aggregate principal
     amount of outstanding Notes the consent of whose Holders is
     necessary for waiver of compliance with certain provisions
     of this Indenture or for waiver of certain defaults.

Section 9.03.  Compliance with Trust Indenture Act.

          Every amendment or supplement to this Indenture or
the Notes shall be set forth in an amended or supplemental
Indenture that complies with the TIA as then in effect.

Section 9.04.  Revocation and Effect of Consents.

          Until an amendment, supplement or waiver becomes
effective, a consent to it by a Holder of a Note is a
continuing consent by the Holder of a Note and every
subsequent Holder of a Note or portion of a Note that
evidences the same debt as the consenting Holder's Note,
even if notation of the consent is not made on any Note.
However, any such Holder of a Note or subsequent Holder of a
Note may revoke the consent as to its Note if the Trustee
receives written notice of revocation before the date the
waiver, supplement or amendment becomes effective.  An
amendment, supplement or waiver becomes effective in
accordance with its terms and thereafter binds every Holder.

Section 9.05.  Notation on or Exchange of Notes.

          The Trustee may place an appropriate notation
about an amendment, supplement or waiver on any Note
thereafter authenticated.  The Company in exchange for all
Notes may issue and the Trustee shall, upon receipt of an
Authentication Order, authenticate new Notes that reflect
the amendment, supplement or waiver.

          Failure to make the appropriate notation or issue
a new Note shall not affect the validity and effect of such
amendment, supplement or waiver.

Section 9.06.  Trustee to Sign Amendments, etc.

          The Trustee shall sign any amended or supplemental
Indenture authorized pursuant to this Article Nine if the
amendment or supplement does not adversely affect the
rights, duties, liabilities or immunities of the Trustee.
The Company may not sign an amendment or supplemental
Indenture until the Board of Directors approves it.  In
executing any amended or supplemental indenture, the Trustee
shall be entitled to receive and (subject to Section 7.01
hereof) shall be fully protected in relying upon, in
addition to the documents required by Section 10.04 hereof,
an Officer's Certificate and an Opinion of Counsel stating
that the execution of such amended or supplemental indenture
is authorized or permitted by this Indenture.

ARTICLE 10.

MISCELLANEOUS

Section 10.01. Trust Indenture Act Controls.

          If any provision of this Indenture limits,
qualifies or conflicts with the duties imposed by TIA
Sect. 318(c), the imposed duties shall control.

Section 10.02. Notices.

          Any notice or communication by the Company or the
Trustee to the others is duly given if in writing and
delivered in Person or mailed by first class mail
(registered or certified, return receipt requested), telex,
telecopier or overnight air courier guaranteeing next-day
delivery, to the others' address.

          If to the Company:

          Dobson Communications Corporation
          Suite 200, 13439 North Broadway Extension
          Oklahoma City, Oklahoma  73114
          Telecopier No.:  (405) 529-8515
          Attention: Chief Financial Officer

          With a copy to:

          McAfee & Taft
          211 North Robinson Road, 10th Floor
          Oklahoma City, Oklahoma  73102
          Telecopier No.:  (405) 228-7421
          Attention:  Theodore M.  Elam

          If to the Trustee:

          United States Trust Company of New York
          114 West 47th Street
          New York, New York 10036
          Telecopier No.:  (212) 852-1626
          Attention:  Corporate Trust Administration

          The Company or the Trustee, by notice to the
others may designate additional or different addresses for
subsequent notices or communications.

          All notices and communications (other than those
sent to Holders) shall be deemed to have been duly given: at
the time delivered by hand, if personally delivered; five
Business Days after being deposited in the mail, postage
prepaid, if mailed; when answered back, if telexed; when
receipt acknowledged, if telecopied; and the next Business
Day after timely delivery to the courier, if sent by
overnight air courier guaranteeing next day delivery.

          Any notice or communication to a Holder shall be
mailed by first class mail, certified or registered, return
receipt requested, or by overnight air courier guaranteeing
next day delivery to its address shown on the register kept
by the Registrar.  Any notice or communication shall also be
so mailed to any Person described in TIA  313(c), to the
extent required by the TIA.  Failure to mail a notice or
communication to a Holder or any defect in it shall not
affect its sufficiency with respect to other Holders.

          Except for a notice to the Trustee, which is
deemed given only when received, and except as otherwise
provided in this Indenture, if a notice or communication is
mailed in the manner provided above within the time
prescribed, it is duly given, whether or not the addressee
receives it.

          If the Company mails a notice or communication to
Holders, it shall mail a copy to the Trustee and each Agent
at the same time.

          Where this Indenture provides for notice in any
manner, such notice may be waived in writing by the Person
entitled to receive such notice, either before or after the
event, and such waiver shall be the equivalent of such
notice.  Waivers of notice by Holders shall be filed with
the Trustee, but such filing shall not be a condition
precedent to the validity of any action taken in reliance
upon such waiver.

          In case by reason of the suspension of regular
mail service or by reason of any other cause it shall be
impracticable to give such notice by mail, then such
notification as shall be made with the approval of the
Trustee shall constitute a sufficient notification for every
purpose hereunder.

Section 10.03. Communication by Holders of Notes with Other
               Holders of Notes.

          Holders may communicate pursuant to TIA Sect. 312(b)
with other Holders with respect to their rights under this
Indenture or the Notes.  The Company, the Trustee, the
Registrar and anyone else shall have the protection of TIA
Sect. 312(c).

Section 10.04. Certificate and Opinion as to Conditions
               Precedent.

          Upon any request or application by the Company to
the Trustee to take any action under this Indenture, the
Company shall furnish to the Trustee:

          (a)  an Officers' Certificate in form and substance
reasonably satisfactory to the Trustee (which shall include
the statements set forth in Section 10.05 hereof) stating
that, in the opinion of the signers, all conditions
precedent and covenants, if any, provided for in this
Indenture relating to the proposed action have been
satisfied; and

(b)  an Opinion of Counsel in form and substance reasonably
satisfactory to the Trustee (which shall include the
statements set forth in Section 10.05 hereof) stating that,
in the opinion of such counsel, all such conditions
precedent and covenants have been satisfied.

Section 10.05. Statements Required in Certificate or Opinion.

          Each certificate or opinion with respect to
compliance with a condition or covenant provided for in this
Indenture (other than a certificate provided pursuant to TIA
Sect. 314(a)(4)) shall comply with the provisions of TIA
Sect. 314(e) and shall include:

          (a)  a statement that the Person making such certificate or
opinion has read such covenant or condition;

          (b)  a brief statement as to the nature and scope of the
examination or investigation upon which the statements or
opinions contained in such certificate or opinion are based;

          (c)  a statement that, in the opinion of such Person,
he or she has made such examination or investigation as is
necessary to enable him to express an informed opinion as to
whether or not such covenant or condition has been
satisfied; and

          (d)  a statement as to whether or not, in the opinion of
such Person, such condition or covenant has been satisfied.

Section 10.06. Rules by Trustee and Agents.

          The Trustee may make reasonable rules for action
by or at a meeting of Holders.  The Registrar or Paying
Agent may make reasonable rules and set reasonable
requirements for its functions.

Section 10.07. No Personal Liability of Directors, Officers,
               Employees and Stockholders.

          No recourse for the payment of the principal of,
premium, if any, or interest or Liquidated Damages, if any,
on any of the Notes, or for any claim based thereon or
otherwise in respect thereof, and no recourse under or upon
any obligation, covenant or agreement of the Company
contained in this Indenture or in any of the Notes, or
because of the creation of any Indebtedness represented
thereby, shall be had against any incorporator or past,
present or future director, officer, employee, controlling
person or stockholder of the Company.  Each Holder by
accepting a Note waives and releases all such liability.
The waiver and release are part of the consideration for
issuance of the Notes.  Such waiver may not be effective to
waive liabilities under the federal securities laws and it
is the view of the Commission that such a waiver is against
public policy.

Section 10.08. Governing Law.

          THE INTERNAL LAW OF THE STATE OF NEW YORK SHALL
GOVERN AND BE USED TO CONSTRUE THIS INDENTURE AND THE NOTES
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.

Section 10.09. No Adverse Interpretation of Other Agreements.

          This Indenture may not be used to interpret any
other indenture, loan or debt agreement of the Company or
its Subsidiaries or of any other Person.  Any such
indenture, loan or debt agreement may not be used to
interpret this Indenture.

Section 10.10. Successors.

          All agreements of the Company in this Indenture
and the Notes shall bind its successors.  All agreements of
the Trustee in this Indenture shall bind its successors.

Section 10.11. Severability.

          In case any provision in this Indenture or in the
Notes shall be invalid, illegal or unenforceable, the
validity, legality and enforceability of the remaining
provisions shall not in any way be affected or impaired
thereby.

Section 10.12. Counterpart Originals.

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

Section 10.13. Table of Contents, Headings, etc.

          The Table of Contents, Cross-Reference Table and
Headings of the Articles and Sections of this Indenture have
been inserted for convenience of reference only, are not to
be considered a part of this Indenture and shall in no way
modify or restrict any of the terms or provisions hereof.

[Signatures on following page]

<PAGE>

SIGNATURES

Dated as of June 22, 2000

                           DOBSON COMMUNICATIONS CORPORATION

                           By:    RONALD L. RIPLEY
                           Name:  Ronald L. Ripley
                           Title: Vice President

                           UNITED STATES TRUST COMPANY
                           OF NEW YORK
                           as Trustee

                           By:   LOUIS P. YOUNG
                           Name: Louis P. Young
                           Title: Vice President
<PAGE>
                             EXHIBIT A
                           (Face of Note)



                    10-7/8%  Senior Notes due 2010



CUSIP  _____________

No.                                          $

                  DOBSON COMMUNICATIONS CORPORATION

promises to pay to  Cede & Co. or registered assigns, the
principal sum of _________________ Dollars ($______________)
on July 1, 2010.

Interest Payment Dates:  January 1 and July 1, commencing
January 1, 2001.

Record Dates:  December 15 and June 15.

                                   DOBSON COMMUNICATIONS CORPORATION


                                   By:
                                     Name:
                                     Title:

This is one of the Global
Notes referred to in the
within-mentioned Indenture

UNITED STATES TRUST COMPANY
OF NEW YORK,
as Trustee

By:

Authorized Signatory



Dated:

<PAGE>

                                 (Back of Note)

                           10-7/8% Senior Notes due 2010

     [THIS GLOBAL NOTE IS HELD BY THE DEPOSITARY (AS DEFINED
     IN THE INDENTURE GOVERNING THIS NOTE) OR ITS NOMINEE IN
     CUSTODY FOR THE BENEFIT OF THE BENEFICIAL OWNERS
     HEREOF, AND IS NOT TRANSFERABLE TO ANY PERSON UNDER ANY
     CIRCUMSTANCES EXCEPT THAT (I) THE TRUSTEE MAY MAKE SUCH
     NOTATIONS HEREON AS MAY BE REQUIRED PURSUANT TO SECTION
     2.07 OF THE INDENTURE, (II) THIS GLOBAL NOTE MAY BE
     EXCHANGED IN WHOLE BUT NOT IN PART PURSUANT TO SECTION
     2.06(a) OF THE INDENTURE, (III) THIS GLOBAL NOTE MAY BE
     DELIVERED TO THE TRUSTEE FOR CANCELLATION PURSUANT TO
     SECTION 2.11 OF THE INDENTURE AND (IV) THIS GLOBAL NOTE
     MAY BE TRANSFERRED TO A SUCCESSOR DEPOSITARY WITH THE
     PRIOR WRITTEN CONSENT OF THE COMPANY.

     UNLESS AND UNTIL IT IS EXCHANGED IN WHOLE OR IN PART
     FOR NOTES IN DEFINITIVE FORM, THIS NOTE MAY NOT BE
     TRANSFERRED EXCEPT AS A WHOLE BY THE DEPOSITARY TO A
     NOMINEE OF THE DEPOSITARY OR BY A NOMINEE OF THE
     DEPOSITARY TO THE DEPOSITARY OR ANOTHER NOMINEE OF THE
     DEPOSITARY OR BY THE DEPOSITARY OR ANY SUCH NOMINEE TO
     A SUCCESSOR DEPOSITARY OR A NOMINEE OF SUCH SUCCESSOR
     DEPOSITARY.  UNLESS THIS CERTIFICATE IS PRESENTED BY AN
     AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST
     COMPANY (55 WATER STREET, NEW YORK, NEW YORK) ("DTC"),
     TO THE COMPANY OR ITS AGENT FOR REGISTRATION OF
     TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE
     ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR SUCH
     OTHER NAME AS MAY BE REQUESTED BY AN AUTHORIZED
     REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE
     & CO. OR SUCH OTHER ENTITY AS MAY BE REQUESTED BY AN
     AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE
     OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY
     PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER
     HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.](1)

     THE NOTES EVIDENCED HEREBY HAVE NOT BEEN REGISTERED
     UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED (THE
     "U.S. SECURITIES ACT"), OR OTHER SECURITIES LAWS.
     NEITHER THIS NOTE NOR ANY INTEREST OR PARTICIPATION
     HEREIN MAY BE REOFFERED, SOLD, ASSIGNED, TRANSFERRED,
     PLEDGED, ENCUMBERED OR OTHERWISE DISPOSED OF IN THE
     ABSENCE OF SUCH REGISTRATION UNLESS THE TRANSACTION IS
     EXEMPT FROM, OR NOT SUBJECT TO, THE REGISTRATION
     REQUIREMENTS OF THE U.S. SECURITIES ACT. THE HOLDER OF
     THIS SECURITY BY ITS ACCEPTANCE HEREOF (1) REPRESENTS
     THAT (A) IT IS A "QUALIFIED INSTITUTIONAL BUYER" (AS
     DEFINED IN RULE 144A UNDER THE U.S. SECURITIES ACT) OR
     (B) IT IS NOT A U.S. PERSON AND IS ACQUIRING THIS NOTE
     IN AN "OFFSHORE TRANSACTION" PURSUANT TO RULE 904 OF
     REGULATION S UNDER THE U.S. SECURITIES ACT, (2) AGREES
     THAT IT WILL NOT PRIOR TO (X) THE DATE WHICH IS TWO
     YEARS (OR SUCH SHORTER PERIOD OF TIME AS PERMITTED BY
     RULE 144(k) UNDER THE U.S. SECURITIES ACT OR ANY
     SUCCESSOR PROVISION THEREUNDER) AFTER THE LATER OF THE
     ORIGINAL ISSUE DATE HEREOF (OR OF ANY PREDECESSOR OF
     THIS NOTE) OR THE LAST DAY ON WHICH THE ISSUER OR ANY
     AFFILIATE OF THE ISSUER WERE THE OWNERS OF THIS NOTE
     (OR ANY PREDECESSOR OF THIS NOTE) AND (Y) SUCH LATER
     DATE, IF ANY, AS MAY BE REQUIRED BY APPLICABLE LAW (THE
     "RESALE RESTRICTION TERMINATION DATE"), OFFER, SELL OR
     OTHERWISE TRANSFER THIS NOTE EXCEPT (A) TO THE COMPANY,
     (B) PURSUANT TO A REGISTRATION STATEMENT WHICH HAS BEEN
     DECLARED EFFECTIVE UNDER THE U.S. SECURITIES ACT, (C)
     FOR SO LONG AS THE NOTES ARE ELIGIBLE FOR RESALE
     PURSUANT TO RULE 144A, TO A PERSON IT REASONABLY
     BELIEVES IS A "QUALIFIED INSTITUTIONAL BUYER" AS
     DEFINED IN RULE 144A UNDER THE U.S. SECURITIES ACT THAT
     PURCHASES FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF A
     QUALIFIED INSTITUTIONAL BUYER TO WHOM NOTICE IS GIVEN
     THAT THE TRANSFER IS BEING MADE IN RELIANCE ON RULE
     144A, (D) TO CERTAIN INSTITUTIONAL ACCREDITED INVESTORS
     WITHIN THE MEANING OF SUBPARAGRAPHS (A)(1), (2) OR (3)
     OR (7) OF RULE 501 UNDER THE SECURITIES ACT THAT IS
     PURCHASING FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF
     SUCH AN INSTITUTIONAL ACCREDITED INVESTOR FOR
     INVESTMENT PURPOSES AND NOT WITH A VIEW OR FOR OFFER OR
     SALE IN CONNECTION WITH ANY DISTRIBUTION IN VIOLATION
     OF THE SECURITIES ACT, (E) PURSUANT TO OFFERS AND SALES
     TO NON-U.S. PERSONS THAT OCCUR OUTSIDE THE UNITED
     STATES WITHIN THE MEANING OF REGULATION S UNDER THE
     U.S. SECURITIES ACT OR (F) PURSUANT TO ANY OTHER
     AVAILABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS
     OF THE U.S. SECURITIES ACT, AND (3) AGREES THAT IT WILL
     GIVE TO EACH PERSON TO WHOM THIS NOTE IS TRANSFERRED A
     NOTICE SUBSTANTIALLY TO THE EFFECT OF THIS LEGEND;
     PROVIDED THAT THE COMPANY, THE TRUSTEE, AND THE
     REGISTRAR SHALL HAVE THE RIGHT PRIOR TO ANY SUCH OFFER,
     SALE OR TRANSFER PURSUANT TO CLAUSE (E) OR (F) TO
     REQUIRE THAT AN OPINION OF COUNSEL, CERTIFICATIONS
     AND/OR OTHER INFORMATION SATISFACTORY TO THE COMPANY,
     THE TRUSTEE AND THE REGISTRAR IS COMPLETED AND
     DELIVERED BY THE TRANSFEROR. THIS LEGEND WILL BE
     REMOVED UPON THE REQUEST OF THE HOLDER AFTER THE RESALE
     RESTRICTION TERMINATION DATE. AS USED HEREIN, THE TERMS
     "OFFSHORE TRANSACTION," "UNITED STATES" AND "U.S.
     PERSON" HAVE THE MEANINGS GIVEN TO THEM BY REGULATION S
     UNDER THE U.S. SECURITIES ACT.
     ---------------
     (1) Used on Global Note only.

          Capitalized terms used herein shall have the
meanings assigned to them in the Indenture referred to below
unless otherwise indicated.

          1.   Interest.  Dobson Communications Corporation,
an Oklahoma corporation (the "Company"), promises to pay
interest on the principal amount of this Note at 10.875% per
annum until maturity and shall pay the Liquidated Damages,
if any, payable pursuant to Section 5 of the Registration
Rights Agreement referred to below.  The Company shall pay
interest and Liquidated Damages, if any, semi-annually on
January 1 and July 1 of each year, or if any such day is not
a Business Day, on the next succeeding Business Day (each an
"Interest Payment Date").  Interest on the Notes shall
accrue from the most recent date to which interest has been
paid or, if no interest has been paid, from June 22, 2000;
provided, however, that if there is no existing Default in
the payment of interest, and if this Note is authenticated
between a record date referred to on the face hereof and the
next succeeding Interest Payment Date, interest shall accrue
from such next succeeding Interest Payment Date; provided,
further, that the first Interest Payment Date shall be
January 1, 2001. The Company shall pay interest (including
post-petition interest in any proceeding under any
Bankruptcy Law) on overdue principal and premium, if any,
from time to time on demand at a rate that is 1% per annum
in excess of the rate then in effect; it shall pay interest
(including post-petition interest in any, proceeding under
any Bankruptcy Law) on overdue installments of interest and
Liquidated Damages, if any (without regard to any applicable
grace periods) from time to time on demand at the same rate
to the extent lawful.  Interest shall be computed on the
basis of a 360-day year of twelve 30-day months.

          2.   Method of Payment.  The Company shall pay
principal, premium, if any, interest and Liquidated Damages,
if any, on the Notes to the Persons who are registered
Holders of Notes at the close of business on the December 15
or June 15 next preceding the interest payment date, even if
such Notes are cancelled after such record date and on or
before such interest payment date, except as provided in
Section 2.12 of the Indenture with respect to defaulted
interest.  The Notes shall be payable by wire transfer of
immediately available funds to the registered Holder of the
relevant Global Note and, with respect to certificated
Notes, by wire transfer of immediately available funds in
accordance with instructions provided by the registered
holders of certificated Notes or, if no such instructions
are specified, by mailing a check to each such Holder's
registered address.  Such payment shall be in such coin or
currency of the United States of America as at the time of
payment is legal tender for payment of public and private
debts.

          3.   Paying Agent and Registrar.  Initially,
United States Trust Company of New York, the Trustee under
the Indenture, shall act as Paying Agent and Registrar.  The
Company may change any Paying Agent or Registrar without
notice to any Holder.  The Company or any of its
Subsidiaries may act in any such capacity.

          4.   Indenture.  The Company issued the Notes
under an Indenture dated as of June 22, 2000 ("Indenture")
between the Company and the Trustee.  The terms of the Notes
include those stated in the Indenture and those made part of
the Indenture by reference to the Trust Indenture Act of
1939, as amended (15 U.S. Code  77aaa-77bbbb).  The Notes
are subject to all such terms, and Holders are referred to
the Indenture and such Act for a statement of such terms.
To the extent any provision of this Note conflicts with the
express provisions of the Indenture, the provisions of the
Indenture shall govern and be controlling.  The Notes are
obligations of the Company limited to $600.0 million in
aggregate principal amount.

          5.   Optional Redemption.

          (a)  Prior to July 1, 2005, the Notes may be redeemed, in
whole or in part, at any time at the Company's option upon
not less than 30 nor more than 60 days prior notice mailed
by first-class mail to each Holder's registered address, at
a redemption price equal to 100% of the principal amount
thereof plus the Applicable Premium as of, and accrued and
unpaid interest and Liquidated Damages, if any, to, the date
of redemption.

          (b)  On or after July 1, 2005, the Company may redeem the
Notes at any time, in whole or in part, upon not less than
30 nor more than 60 days' notice, at the redemption prices
(expressed as percentages of principal amount) set forth
below, plus accrued and unpaid interest and Liquidated
Damages, if any, thereon to the date fixed for redemption,
if redeemed during the twelve-month period beginning on July
1 of the years indicated below:

          Year                               Percentage
          ----                               ----------
          2005                               105.438%
          2006                               103.625%
          2007                               101.813%
          2008 and thereafter                100.000%

          (c)  Notwithstanding the provisions of clauses (a) and (b)
of this Section 3.07, on or prior to July 1, 2003, the
Company shall be permitted to redeem up to 35% of the
aggregate principal amount of the Notes at a redemption
price of 110.875% of the principal amount thereof, plus
accrued and unpaid interest and Liquidated Damages, if any,
thereon to the date fixed for redemption, with the net cash
proceeds of one or more sales of Capital Stock of the
Company, other than Disqualified Stock; provided, however,
that (1) at least 65% of the aggregate principal amount of
the Notes originally issued remains outstanding immediately
after the occurrence of the redemption; and (2) each
redemption occurs within 180 days after the date of the
closing of such an offering of Capital Stock of the Company.

          6.   Mandatory Redemption.

          Except as set forth in paragraph 7 below, the
Company shall not be required to make mandatory redemption
payments with respect to the Notes.

          7.   Repurchase at Option of Holder.

          (a)  If there is a Change of Control, the Company
shall be required to make an offer (a "Change of Control
Offer") to repurchase all or any part (equal to $1,000 or an
integral multiple thereof) of each Holder's Notes at a
purchase price equal to 101% of the aggregate principal
amount thereof plus accrued and unpaid interest and
Liquidated Damages, thereon, if any, to the date of purchase
(the "Change of Control Payment").  Within 30 days following
any Change of Control, the Company shall mail a notice to
each Holder setting forth the procedures governing the
Change of Control Offer as required by the Indenture.

          (b)  If the Company or a Restricted Subsidiary
consummates any Asset Sales, when the aggregate amount of
Excess Proceeds exceeds $10.0 million in any calendar year,
the Company shall commence, not later than the fifteenth
business day of such month, and consummate an Offer to
Purchase from the Holders of Notes and the Holders of any
Indebtedness ranking equally with the Notes and entitled to
participate in such an Offer to Purchase on a pro rata
basis, an aggregate principal amount of Notes and such other
Indebtedness equal to the Excess Proceeds on such date, at a
purchase price equal to 101% of the principal amount
thereof, plus, in each case, accrued interest, if any, to
the Payment Date, in accordance with the procedures set
forth in Section 3.09 and such other Indebtedness.

          8.   Notice of Redemption.  Notice of redemption
shall be mailed at least 30 days but not more than 60 days
before the redemption date to each Holder whose Notes are to
be redeemed at its registered address.  Notes and portions
of Notes selected shall be in amounts of $1,000 or whole
multiples of $1,000; except that if all of the Notes of a
Holder are to be redeemed, the entire outstanding amount of
Notes held by such Holder, even if not a multiple of $1,000,
shall be redeemed.  On and after the redemption date
interest ceases to accrue on Notes, or portions thereof
called for redemption.

          9.   Denominations, Transfer, Exchange.  The Notes
are in registered form without coupons in denominations of
$1,000 and integral multiples of $1,000.  The transfer of
Notes may be registered and Notes may be exchanged as
provided in the Indenture.  The Registrar and the Trustee
may require a Holder, among other things, to furnish
appropriate endorsements and transfer documents and the
Company may require a Holder to pay any taxes and fees
required by law or permitted by the Indenture.  The Company
need not exchange or register the transfer of any Note or
portion of a Note selected for redemption, except for the
unredeemed portion of any Note being redeemed in part.
Also, the Company need not exchange or register the transfer
of any Notes for a period of 15 days before a selection of
Notes to be redeemed or during the period between a record
date and the corresponding interest payment date.

          10.  Persons Deemed Owners.  The registered Holder
of a Note may be treated as its owner for all purposes.

          11.  Amendment, Supplement and Waiver.  Subject to
certain exceptions, the Indenture or the Notes may be
amended or supplemented with the consent of the Holders of
at least a majority in principal amount of the then
outstanding Notes voting as a single class, and any existing
default or compliance with any provision of the Indenture or
the Notes may be waived with the consent of the Holders of a
majority in principal amount of the then outstanding Notes
voting as a single class.  Without the consent of any Holder
of a Note, the Indenture or the Notes may be amended or
supplemented to cure any ambiguity, defect or inconsistency,
to provide for uncertificated Notes in addition to or in
place of certificated Notes, to provide for the assumption
of the Company's obligations to Holders of the Notes in case
of a merger or consolidation, or sale of substantially all
of the Company's assets, to evidence and provide for the
acceptance of appointment under the Indenture of a successor
Trustee, to add or release a Subsidiary Guarantee pursuant
to the terms of the Indenture, to make any change that would
provide any additional rights or benefits to the Holders of
the Notes or that does not adversely affect the legal rights
under the Indenture of any such Holder, or to comply with
the requirements of the Commission in order to effect or
maintain the qualification of the Indenture under the Trust
Indenture Act.

          12.  Defaults and Remedies.  Events of Default
include, in summary form: (a) default for 30 days in the
payment when due of interest or Liquidated Damages, if any,
on the Notes; (b) default in payment when due of the
principal of or premium, if any, on the Notes; (c) failure
by the Company to comply with the provisions of Sections
4.11 or 4.16 of the Indenture; (d) failure by the Company or
any of its Restricted Subsidiaries for 30 days after notice
to comply with any of its other agreements in the Indenture
or the Notes; (e) the nonpayment within any applicable grace
period after the final maturity, or the acceleration by the
holders because of a default, of Indebtedness of the Company
or any Significant Subsidiary, or group of Restricted
Subsidiaries that taken together would constitute a
Significant Subsidiary, and the total amount of such
Indebtedness unpaid or accelerated exceeds $20.0 million;
(f) failure by the Company or any of its Significant
Subsidiaries to pay final judgments aggregating in excess of
$20.0 million, which judgments are not paid, discharged or
stayed for a period of 30 consecutive days; and (g) certain
events of bankruptcy or insolvency with respect to the
Company or any of its Significant Subsidiaries.  If any
Event of Default occurs and is continuing, the Trustee or
the Holders of at least 25% in principal amount of the then
outstanding Notes may declare all the Notes to be due and
payable, subject to certain conditions.  Notwithstanding the
foregoing, in the case of an Event of Default arising from
certain events of bankruptcy or insolvency, all outstanding
Notes shall become due and payable without further action or
notice.  Holders may not enforce the Indenture or the Notes
except as provided in the Indenture.  Subject to certain
limitations, Holders of a majority in aggregate principal
amount of the then outstanding Notes may direct the Trustee
in its exercise of any trust or power. The Trustee may
withhold from Holders of the Notes notice of any continuing
Default or Event of Default (except a Default or Event of
Default relating to the payment of principal or interest) if
it determines that withholding notice is in their interest.
The Holders of a majority in aggregate principal amount of
the Notes then outstanding by notice to the Trustee may on
behalf of the Holders of all of the Notes waive any existing
Default or Event of Default and its consequences under the
Indenture except a continuing Default or Event of Default in
the payment of interest and premium, if any, on, or the
principal of, the Notes.  The Company is required to deliver
to the Trustee annually a statement regarding compliance
with the Indenture, and the Company is required upon
becoming aware of any Default or Event of Default, to
deliver to the Trustee a statement specifying such Default
or Event of Default.

          13.  Defeasance.  The Indenture and the
obligations under the Notes may be defeased (subject to
certain exceptions) or the Company may cease to comply with
certain covenants of the Indenture, upon satisfaction of the
conditions specified in Article 8 of the Indenture.

          14.  Trustee Dealings with Company.  The Trustee,
in its individual or any other capacity, may make loans to,
accept deposits from, and perform services for the Company
or its Affiliates, and may otherwise deal with the Company
or its Affiliates, as if it were not the Trustee.

          15.  No Recourse Against Others.  No recourse for
the payment of the principal of, premium, if any, or
interest or Liquidated Damages, if any, on any of the Notes,
or for any claim based thereon or otherwise in respect
thereof, and no recourse under or upon any obligation,
covenant or agreement of the Company contained in this
Indenture or in any of the Notes, or because of the creation
of any Indebtedness represented thereby, shall be had
against any incorporator or past, present or future
director, officer, employee, controlling person or
stockholder of the Company. Each Holder by accepting a Note
waives and releases all such liability.  The waiver and
release are part of the consideration for the issuance of
the Notes.

          16.  Authentication.  This Note shall not be valid
until authenticated by the manual signature of the Trustee
or an authenticating agent.

          17.  Abbreviations.  Customary abbreviations may
be used in the name of a Holder or an assignee, such as:
TEN COM (= tenants in common), TEN ENT (= tenants by the
entireties), JT TEN (= joint tenants with right of
survivorship and not as tenants in common), CUST (=
Custodian), and U/G/M/A (= Uniform Gifts to Minors Act).

          18.  Additional Rights of Holders of Restricted
Global Notes and Restricted Definitive Notes.  In addition
to the rights provided to Holders of Notes under the
Indenture, Holders of Restricted Global Notes and Restricted
Definitive Notes shall have all the rights set forth in the
Registration Rights Agreement dated as of June 22, 2000,
between the Company and the parties named on the signature
pages thereof (the "Registration Rights Agreement").

          19.  CUSIP Numbers.  Pursuant to a recommendation
promulgated by the Committee on Uniform Security
Identification Procedures, the Company has caused CUSIP
numbers to be printed on the Notes and the Trustee may use
CUSIP numbers in notices of redemption as a convenience to
Holders.  No representation is made as to the accuracy of
such numbers either as printed on the Notes or as contained
in any notice of redemption and reliance may be placed only
on the other identification numbers placed thereon.

          The Company shall furnish to any Holder upon
written request and without charge a copy of the Indenture
and/or the Registration Rights Agreement.  Requests may be
made to:

          Dobson Communications Corporation
          13439 N. Broadway Extension, Suite 200
          Oklahoma City, Oklahoma 73114
          Attention: Chief Financial Officer

<PAGE>
                              Assignment Form

To assign this Note, fill in the form below: (I) or (we)
assign and transfer this Note to


(Insert assignee's social security or tax I.D. no.)




(Print or type assignee's name, address and zip code)

and irrevocably appoint
to transfer this Note on the books of the Company.  The
agent may substitute another to act for him.



Date:

                             Your Signature:
                             (Sign exactly as your name
                             appears on the face of this
                             Note)

                             Signature Guarantee:
<PAGE>

                 Option of Holder to Elect Purchase

          If you want to elect to have this Note purchased
by the Company pursuant to Section 4.11 or 4.16 of the
Indenture, check the box below:

           [ ] Section 4.11        [ ] Section 4.16

          If you want to elect to have only part of the Note
purchased by the Company pursuant to Section 4.11 or Section
4.16 of the Indenture, state the amount you elect to have
purchased: $________


Date:                         Your Signature:
                              (Sign exactly as your name
                              appears on the Note)

                              Signature Guarantee:


                              Tax Identification No:
<PAGE>

            SCHEDULE OF EXCHANGES OF INTERESTS IN THE GLOBAL NOTE

          The following exchanges of a part of this Global
Note for an interest in another Global Note or for a
Definitive Note, or exchanges of a part of another Global
Note or Definitive Note for an interest in this Global Note,
have been made:

                                       Principal
            Amount of     Amount of    Amount
            decrease in   increase in  of this       Signature
            Principal     Principal    Global Note   of
            Amount        Amount       following     authorized
Date of     of this       of this      such          officer of
Exchange    Global Note   Global Note  decrease (or  Trustee or
                                       increase)     Custodian
--------------------------------------------------------------------
<PAGE>
                               EXHIBIT B

                    FORM OF CERTIFICATE OF TRANSFER

Dobson Communications Corporation
13439 N. Broadway Extension, Suite 200
Oklahoma City, Oklahoma 73114

United States Trust Company of New York
114 West 47th Street
New York, New York 10036

          Re:  10-7/8% Senior Notes due 2010 of Dobson
               Communications Corporation

          Reference is hereby made to the Indenture, dated as of
June 22, 2000 (the "Indenture"), between Dobson Communications
Corporation, as issuer (the "Company"), and United States Trust
Company of New York, as trustee.  Capitalized terms used but not
defined herein shall have the meanings given to them in the
Indenture.

          ______________, (the "Transferor") owns and proposes to
transfer the Note[s] or interest in such Note[s] specified in
Annex A hereto, in the principal amount of $___________ in such
Note[s] or interests (the "Transfer"), to  __________ (the
"Transferee"), as further specified in Annex A hereto.  In
connection with the Transfer, the Transferor hereby certifies
that:

[CHECK ALL THAT APPLY]

1.     [ ] Check if Transferee shall take delivery of a beneficial
interest in the 144A Global Note or a Definitive Note Pursuant to
Rule 144A.  The Transfer is being effected pursuant to and in
accordance with Rule 144A under the United States Securities Act
of 1933 (the "Securities Act"), and, accordingly, the Transferor
hereby further certifies that the beneficial interest or
Definitive Note is being transferred to a Person that the
Transferor reasonably believed and believes is purchasing the
beneficial interest or Definitive Note for its own account, or
for one or more accounts with respect to which such Person
exercises sole investment discretion, and such Person and each
such account is a "qualified institutional buyer" within the
meaning of Rule 144A in a transaction meeting the requirements of
Rule 144A and such Transfer is in compliance with any applicable
blue sky securities laws of any state of the United States.  Upon
consummation of the proposed Transfer in accordance with the
terms of the Indenture, the transferred beneficial interest or
Definitive Note shall be subject to the restrictions on transfer
enumerated in the Private Placement Legend printed on the 144A
Global Note or the Definitive Note and in the Indenture and the
Securities Act.

2.    [ ] Check if Transferee shall take delivery of a beneficial
interest in the Regulation S Global Note or a Definitive Note
pursuant to Regulation S.  The Transfer is being effected
pursuant to and in accordance with Rule 904 under the Securities
Act and, accordingly, the Transferor hereby further certifies
that (i) the Transfer is not being made to a person in the United
States and (x) at the time the buy order was originated, the
Transferee was outside the United States or such Transferor and
any Person acting on its behalf reasonably believed and believes
that the Transferee was outside the United States or (y) the
transaction was executed in, on or through the facilities of a
designated offshore securities market and neither such Transferor
nor any Person acting on its behalf knows that the transaction
was prearranged with a buyer in the United States, (ii) no
directed selling efforts have been made in contravention of the
requirements of Rule 904(b) of Regulation S under the Securities
Act, (iii) the transaction is not part of a plan or scheme to
evade the registration requirements of the Securities Act and
(iv) if the proposed transfer is being made prior to the
expiration of the Restricted Period, the transfer is not being
made to a U.S. Person or for the account or benefit of a U.S.
Person (other than an Initial Purchaser).  Upon consummation of
the proposed transfer in accordance with the terms of the
Indenture, the transferred beneficial interest or Definitive Note
shall be subject to the restrictions on Transfer enumerated in
the Private Placement Legend printed on the Regulation S Global
Note and/or the Definitive Note and in the Indenture and the
Securities Act.


3.     [ ] Check and complete if Transferee shall take delivery
of a beneficial interest in a Definitive Note pursuant to any
provision of the Securities Act other than Rule 144A or
Regulation S.  The Transfer is being effected in compliance with
the transfer restrictions applicable to beneficial interests in
Restricted Global Notes and Restricted Definitive Notes and
pursuant to and in accordance with the Securities Act and any
applicable blue sky securities laws of any state of the United
States, and accordingly the Transferor hereby further certifies
that (check one):

          (a)  such Transfer is being effected pursuant to and in
accordance with Rule 144 under the Securities Act;

                                   or

          (b)  such Transfer is being effected to the Company or
a subsidiary thereof;

                                   or

          (c)  such Transfer is being effected pursuant to an
effective registration statement under the Securities Act and in
compliance with the prospectus delivery requirements of the
Securities Act;

                                   or

          (d)  such Transfer is being effected to an
Institutional Accredited Investor and pursuant to an exemption
from the registration requirements of the Securities Act other
than Rule 144A, Rule 144 or Rule 904, and the Transferor hereby
further certifies that it has not engaged in any general
solicitation within the meaning of Regulation D under the
Securities Act and the Transfer complies with the transfer
restrictions applicable to beneficial interests in a Restricted
Global Note or Restricted Definitive Notes and the requirements
of the exemption claimed, which certification is supported by (1)
a certificate executed by the Transferee in the form of Exhibit D
to the Indenture, and (2) an Opinion of Counsel provided by the
Transferor or the Transferee (a copy of which the Transferor has
attached to this certification), to the effect that such Transfer
is in compliance with the Securities Act.  Upon consummation of
the proposed transfer in accordance with the terms of the
Indenture, the transferred beneficial interest or Definitive Note
shall be subject to the restrictions on transfer enumerated in
the Private Placement Legend printed on the Definitive Notes and
in the Indenture and the Securities Act.

5.     [ ] Check if Transferee shall take delivery of a beneficial
interest in an Unrestricted Global Note or of an Unrestricted
Definitive Note.

          (a)  [ ] Check if Transfer is pursuant to Rule 144.  (i)
The Transfer is being effected pursuant to and in accordance with
Rule 144 under the Securities Act and in compliance with the
transfer restrictions contained in the Indenture and any
applicable blue sky securities laws of any state of the United
States and (ii) the restrictions on transfer contained in the
Indenture and the Private Placement Legend are not required in
order to maintain compliance with the Securities Act.  Upon
consummation of the proposed Transfer in accordance with the
terms of the Indenture, the transferred beneficial interest or
Definitive Note shall no longer be subject to the restrictions on
transfer enumerated in the Private Placement Legend printed on
the Restricted Global Notes, on Restricted Definitive Notes and
in the Indenture.

          (b)  [ ] Check if Transfer is Pursuant to Regulation S.
(i) The Transfer is being effected pursuant to and in accordance
with Rule 903 or Rule 904 under the Securities Act and in
compliance with the transfer restrictions contained in the
Indenture and any applicable blue sky securities laws of any
state of the United States and (ii) the restrictions on transfer
contained in the Indenture and the Private Placement Legend are
not required in order to maintain compliance with the Securities
Act.  Upon consummation of the proposed Transfer in accordance
with the terms of the Indenture, the transferred beneficial
interest or Definitive Note shall no longer be subject to the
restrictions on transfer enumerated in the Private Placement
Legend printed on the Restricted Global Notes, on Restricted
Definitive Notes and in the Indenture.

          (c)  [ ] Check if Transfer is Pursuant to Other Exemption.
(i) The Transfer is being effected pursuant to and in compliance
with an exemption from the registration requirements of the
Securities Act other than Rule 144, Rule 903 or Rule 904 and in
compliance with the transfer restrictions contained in the
Indenture and any applicable blue sky securities laws of any
State of the United States and (ii) the restrictions on transfer
contained in the Indenture and the Private Placement Legend are
not required in order to maintain compliance with the Securities
Act.  Upon consummation of the proposed Transfer in accordance
with the terms of the Indenture, the transferred beneficial
interest or Definitive Note shall not be subject to the
restrictions on transfer enumerated in the Private Placement
Legend printed on the Restricted Global Notes or Restricted
Definitive Notes and in the Indenture.

          This certificate and the statements contained herein
are made for your benefit and the benefit of the Company.


                                   [Insert Name of Transferor]

                                   By:
                                    Name:
                                    Title:
Dated:         ,

<PAGE>

                   ANNEX A TO CERTIFICATE OF TRANSFER

1.   The Transferor owns and proposes to transfer the following:

                       [CHECK ONE OF (a) OR (b)]

     (a)   [ ] a beneficial interest in the:

          (i)   [ ] 144A Global Note (CUSIP          ), or

          (ii)  [ ] Regulation S Global Note (CUSIP         ), or

          (iii) [ ] a Restricted Definitive Note.

     2.   After the Transfer the Transferee shall hold:

                              [CHECK ONE]

          (a)   [ ] a beneficial interest in the:

               (i)   [ ] 144A Global Note (CUSIP         ), or

               (ii)  [ ] Regulation S Global Note (CUSIP         ), or

               (iii) [ ] Unrestricted Global Note (CUSIP         ); or

          (b)  [ ] a Restricted Definitive Note; or

          (c)  [ ] an Unrestricted Definitive Note,

       in accordance with the terms of the Indenture.

<PAGE>

                                EXHIBIT C

                       FORM OF CERTIFICATE OF EXCHANGE

Dobson Communications Corporation
13439 N. Broadway Extension, Suite 200
Oklahoma City, Oklahoma 73114

United States Trust Company of New York
114 West 47th Street
New York, New York 10036

          Re:  10-7/8% Senior Notes due 2010 of Dobson
               Communications Corporation


                          (CUSIP______________)


          Reference is hereby made to the Indenture, dated
as of June 22, 2000 (the "Indenture"), between Dobson
Communications Corporation, as issuer (the "Company"), and
United States Trust Company of New York, as trustee.
Capitalized terms used but not defined herein shall have the
meanings given to them in the Indenture.

          ____________, (the "Owner") owns and proposes to
exchange the Note[s] or interest in such Note[s] specified
herein, in the principal amount of $____________ in such
Note[s] or interests (the "Exchange").  In connection with
the Exchange, the Owner hereby certifies that:

1.  Exchange of Restricted Definitive Notes or Beneficial
Interests in a Restricted Global Note for Unrestricted
Definitive Notes or Beneficial Interests in an Unrestricted
Global Note

          (a)  [ ] Check if Exchange is from beneficial
interest in a Restricted Global Note to beneficial interest
in an Unrestricted Global Note.  In connection with the
Exchange of the Owner's beneficial interest in a Restricted
Global Note for a beneficial interest in an Unrestricted
Global Note in an equal principal amount, the Owner hereby
certifies (i) the beneficial interest is being acquired for
the Owner's own account without transfer, (ii) such Exchange
has been effected in compliance with the transfer
restrictions applicable to the Global Notes and pursuant to
and in accordance with the United States Securities Act of
1933 (the "Securities Act"), (iii) the restrictions on
transfer contained in the Indenture and the Private
Placement Legend are not required in order to maintain
compliance with the Securities Act and (iv) the beneficial
interest in an Unrestricted Global Note is being acquired in
compliance with any applicable blue sky securities laws of
any state of the United States.

          (b)  [ ] Check if Exchange is from beneficial
interest in a Restricted Global Note to Unrestricted
Definitive Note.  In connection with the Exchange of the
Owner's beneficial interest in a Restricted Global Note for
an Unrestricted Definitive Note, the Owner hereby certifies
(i) the Definitive Note is being acquired for the Owner's
own account without transfer, (ii) such Exchange has been
effected in compliance with the transfer restrictions
applicable to the Restricted Global Notes and pursuant to
and in accordance with the Securities Act, (iii) the
restrictions on transfer contained in the Indenture and the
Private Placement Legend are not required in order to
maintain compliance with the Securities Act and (iv) the
Definitive Note is being acquired in compliance with any
applicable blue sky securities laws of any state of the
United States.

          (c)  [ ] Check if Exchange is from Restricted
Definitive Note to beneficial interest in an Unrestricted
Global Note.  In connection with the Owner's Exchange of a
Restricted Definitive Note for a beneficial interest in an
Unrestricted Global Note, the Owner hereby certifies (i) the
beneficial interest is being acquired for the Owner's own
account without transfer, (ii) such Exchange has been
effected in compliance with the transfer restrictions
applicable to Restricted Definitive Notes and pursuant to
and in accordance with the Securities Act, (iii) the
restrictions on transfer contained in the Indenture and the
Private Placement Legend are not required in order to
maintain compliance with the Securities Act and (iv) the
beneficial interest is being acquired in compliance with any
applicable blue sky securities laws of any state of the
United States.

          (d)  [ ] Check if Exchange is from Restricted
Definitive Note to Unrestricted Definitive Note.  In
connection with the Owner's Exchange of a Restricted
Definitive Note for an Unrestricted Definitive Note, the
Owner hereby certifies (i) the Unrestricted Definitive Note
is being acquired for the Owner's own account without
transfer, (ii) such Exchange has been effected in compliance
with the transfer restrictions applicable to Restricted
Definitive Notes and pursuant to and in accordance with the
Securities Act, (iii) the restrictions on transfer contained
in the Indenture and the Private Placement Legend are not
required in order to maintain compliance with the Securities
Act and (iv) the Unrestricted Definitive Note is being
acquired in compliance with any applicable blue sky
securities laws of any state of the United States.

2.  Exchange of Restricted Definitive Notes or Beneficial
Interests in Restricted Global Notes for Restricted
Definitive Notes or Beneficial Interests in Restricted
Global Notes

          (a)  [ ] Check if Exchange is from beneficial
interest in a Restricted Global Note to Restricted
Definitive Note.  In connection with the Exchange of the
Owner's beneficial interest in a Restricted Global Note for
a Restricted Definitive Note with an equal principal amount,
the Owner hereby certifies that the Restricted Definitive
Note is being acquired for the Owner's own account without
transfer.  Upon consummation of the proposed Exchange in
accordance with the terms of the Indenture, the Restricted
Definitive Note issued shall continue to be subject to the
restrictions on transfer enumerated in the Private Placement
Legend printed on the Restricted Definitive Note and in the
Indenture and the Securities Act.

          (b)  [ ] Check if Exchange is from Restricted
Definitive Note to beneficial interest in a Restricted
Global Note.  In connection with the Exchange of the Owner's
Restricted Definitive Note for a beneficial interest in the
[CHECK ONE]

          [ ]  144A Global Note,

          [ ]  Regulation S Global Note,

          with an equal principal amount, the Owner hereby
certifies (i) the beneficial interest is being acquired for
the Owner's own account without transfer and (ii) such
Exchange has been effected in compliance with the transfer
restrictions applicable to the Restricted Global Notes and
pursuant to and in accordance with the Securities Act, and
in compliance with any applicable blue sky securities laws
of any state of the United States.  Upon consummation of the
proposed Exchange in accordance with the terms of the
Indenture, the beneficial interest issued shall be subject
to the restrictions on transfer enumerated in the Private
Placement Legend printed on the relevant Restricted Global
Note and in the Indenture and the Securities Act.

          This certificate and the statements
contained herein are made for your benefit and the benefit
of the Company.

                         ___________________________________
                         [Insert Name of Owner]


                         By: _______________________________
                           Name:
                           Title:

Dated: ________________, ____

<PAGE>
                                 EXHIBIT D

                         FORM OF CERTIFICATE FROM
                ACQUIRING INSTITUTIONAL ACCREDITED INVESTOR

Dobson Communications Corporation
13439 N. Broadway Extension, Suite 200
Oklahoma City, Oklahoma 73114

United States Trust Company of New York
114 West 47th Street
New York, New York 10036

          Re:  10-7/8% Senior Notes due 2010

          Reference is hereby made to the Indenture, dated
as of June 22, 2000 (the "Indenture"), by and between Dobson
Communications Corporation as issuer (the "Company"), and
United States Trust Company of New York, as trustee.
Capitalized terms used but not defined herein shall have the
meanings given to them in the Indenture.

          In connection with our proposed purchase of
$____________ aggregate principal amount of:

          (a)  [ ] a beneficial interest in a Global Note, or

          (b)  [ ] a Definitive Note,

          we confirm that:

          1.   We understand that any subsequent transfer of
the Notes or any interest therein is subject to certain
restrictions and conditions set forth in the Indenture and
the undersigned agrees to be bound by, and not to resell,
pledge or otherwise transfer the Notes or any interest
therein except in compliance with, such restrictions and
conditions and the United States Securities Act of 1933, as
amended (the "Securities Act").

          2.   We understand that the offer and sale of the
Notes have not been registered under the Securities Act, and
that the Notes and any interest therein may not be offered
or sold except as permitted in the following sentence.  We
agree, on our own behalf and on behalf of any accounts for
which we are acting as hereinafter stated, that if we should
sell the Notes or any interest therein, we will do so only
(A) to the Company or any subsidiary thereof, (B) in
accordance with Rule 144A under the Securities Act to a
"qualified institutional buyer" (as defined therein), (C) to
an institutional "accredited investor" (as defined below)
that, prior to such transfer, furnishes (or has furnished on
its behalf by a U.S. broker-dealer) to you and to the
Company a signed letter substantially in the form of this
letter, (D) outside the United States in accordance with
Rule 904 of Regulation S under the Securities Act, (E)
pursuant to the provisions of Rule 144(k) under the
Securities Act or (F) pursuant to an effective registration
statement under the Securities Act, and we further agree to
provide to any person purchasing the Definitive Note or
beneficial interest in a Global Note from us in a
transaction meeting the requirements of clauses (A) through
(E) of this paragraph a notice advising such purchaser that
resales thereof are restricted as stated herein.

          3.   We understand that, on any proposed resale of
the Notes or beneficial interest therein, we will be
required to furnish to you and the Company such
certifications, legal opinions and other information as you
and the Company may reasonably require to confirm that the
proposed sale complies with the foregoing restrictions.  We
further understand that the Notes purchased by us will bear
a legend to the foregoing effect.

          4.   We are an institutional "accredited investor"
(as defined in Rule 501(a)(1), (2), (3) or (7) of Regulation
D under the Securities Act) and have such knowledge and
experience in financial and business matters as to be
capable of evaluating the merits and risks of our investment
in the Notes, and we and any accounts for which we are
acting are each able to bear the economic risk of our or its
investment.

          5.   We are acquiring the Notes or beneficial
interest therein purchased by us for our own account or for
one or more accounts (each of which is an institutional
"accredited investor") as to each of which we exercise sole
investment discretion.

      You and the Company are entitled to rely upon this
letter and are irrevocably authorized to produce this letter
or a copy hereof to any interested party in any
administrative or legal proceedings or official inquiry with
respect to the matters covered hereby.



                              [Insert Name of Accredited Investor]


                              By:
                                Name:
                                Title:
Dated: