Exhibit 10.1

              DOBSON COMMUNICATIONS CORPORATION

                10-7/8% SENIOR NOTES DUE 2010

                REGISTRATION RIGHTS AGREEMENT

                                               June 22, 2000

Banc of America Securities LLC
Lehman Brothers Inc.
Deutsche Bank Securities Inc.
  c/o Banc of America Securities LLC
100 Tyron Street
Charlotte, NC 28255

Ladies and Gentlemen:

          Dobson Communications Corporation, an Oklahoma
corporation (the "Company"), proposes to issue and sell (the
"Initial Placement") to Banc of America Securities LLC,
Lehman Brothers Inc. and Deutsche Bank Securities Inc. (the
"Initial Purchasers") upon terms set forth in a purchase
agreement dated as of June 15, 2000 (the "Purchase
Agreement") among the Company and the Initial Purchasers,
$300,000,000 of its 10-7/8% Senior Notes due 2010 (the
"Initial Notes").  As an inducement to you to enter into the
Purchase Agreement and purchase the Initial Notes and in
satisfaction of a condition to your obligations under the
Purchase Agreement, the Company agrees with you for the
benefit of the holders from time to time of the Initial
Notes (including the Initial Purchasers) (each of the
foregoing a "Holder" and together the "Holders"), as
follows:

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

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

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

          "Commission" means the Securities and Exchange
     Commission.

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

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

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

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

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

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

          "Exchange Notes" means securities issued by the
     Company, identical in all material respects to the
     Notes to be issued under the Indenture.

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

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

          "Indenture" means the Indenture, dated as of June
     22, 2000, between the Company and United States Trust
     Company of New York, as trustee, pursuant to which the Notes
     are to be issued, as such Indenture is amended or
     supplemented from time to time in accordance with the terms
     thereof.

          "Initial Notes" means the 10-7/8% Senior Notes due
     2010, of the same series under the Indenture as the Exchange
     Notes, for so long as such securities constitute Transfer
     Restricted Securities.

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

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

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

          "Majority Holders" means the Holders of a majority
     of the aggregate principal amount of Notes registered
     under a Registration Statement.

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

          "Notes" means the Initial Notes and Exchange
     Notes.

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

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

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

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

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

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

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

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

          "Shelf Registration Statement" means a "shelf"
     registration statement of the Company pursuant to the
     provisions of Section 3 hereof, which covers some or
     all of the Notes or Exchange Notes, as applicable, on
     an appropriate form under Rule 415 under the Securities
     Act, or any similar rule that may be adopted by the
     Commission, amendments and supplements to such
     registration statement, including post-effective
     amendments, in each case including the Prospectus
     contained therein, all exhibits thereto and all
     material incorporated by reference therein.

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

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

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

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

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

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

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

          (a)  The Company shall prepare and file with the Commission
     the Exchange Offer Registration Statement with respect to
     the Exchange Offer on or before the 30th calendar day after
     the Closing Date.  The Company shall use its best efforts
     (i) to cause the Exchange Offer Registration Statement to be
     declared effective under the Securities Act on or prior to
     the 150th calendar day following the Closing Date and remain
     effective until the closing of the Exchange Offer and (ii)
     to consummate the Exchange Offer on or prior to the 180th
     calendar day following the Closing Date.

          (b)  Upon the effectiveness of the Exchange Offer
     Registration Statement, the Company shall promptly commence
     the Exchange Offer, it being the objective of such Exchange
     Offer to enable each Holder electing to exchange Notes for
     Exchange Notes (assuming that such Holder (x) is not an
     "affiliate" of the Company within the meaning of the
     Securities Act, (y) is not a broker-dealer that acquired the
     Notes in a transaction other than as a part of its market-
     making or other trading activities and (z) if such Holder is
     not a broker-dealer, acquires the Exchange Notes in the
     ordinary course of such Holder's business, is not
     participating in the distribution of the Exchange Notes and
     has no arrangements or understandings with any person to
     participate in the distribution of the Exchange Notes) to
     resell such Exchange Notes from and after their receipt
     without any limitations or restrictions under the Securities
     Act and without material restrictions under the securities
     laws of a substantial proportion of the several states of
     the United States.

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

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

               (ii) the dates of acceptance for exchange;

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

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

               (v) that Holders will be entitled to withdraw their
          election, not later than the close of business on the last
          day of acceptance for exchange, by sending to the
          institution and at the address (located in the Borough of
          Manhattan, The City of New York) specified in the notice a
          telegram, telex, facsimile transmission or letter setting
          forth the name of such Holder, the aggregate principal
          amount of Notes delivered for exchange and a statement that
          such Holder is withdrawing his election to have such Notes
          exchanged; and shall keep the Exchange Offer open for
          acceptance for not less than 30 days (or longer if required
          by applicable law) after the date notice thereof is mailed
          to the Holders; utilize the services of a depositary for the
          Exchange Offer with an address in the Borough of Manhattan,
          The City of New York; and comply in all respects with all
          applicable laws relating to the Exchange Offer.

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

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

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

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

          (e)  The Initial Purchasers and the Company acknowledge
     that, pursuant to interpretations by the staff of the
     Commission of Section 5 of the Securities Act, and in the
     absence of an applicable exemption therefrom, each
     Exchanging Dealer is required to deliver a Prospectus in
     connection with a sale of any Exchange Notes received by
     such Exchanging Dealer pursuant to the Exchange Offer in
     exchange for Notes acquired for its own account as a result
     of market-making activities or other trading activities.
     Accordingly, the Company shall:

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

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

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

          (g)  The Company shall use its best efforts to complete the
     Exchange Offer as provided above and shall comply with the
     applicable requirements of the Securities Act, the Exchange
     Act and other applicable laws and regulations in connection
     with the Exchange Offer.  The Exchange Offer shall not be
     subject to any conditions, other than that (i) the Exchange
     Offer does not violate applicable law or any applicable
     interpretation of the staff of the Commission, (ii) no
     action or proceeding shall have been instituted or
     threatened in any court or by any governmental agency which
     might materially impair the ability of the Company to
     proceed with the Exchange Offer, and no material adverse
     development shall have occurred in any existing action or
     proceeding with respect to the Company and (iii) all
     governmental approvals shall have been obtained, which
     approvals the Company deems necessary for the consummation
     of the Exchange Offer.  The Company shall inform the Initial
     Purchasers, upon their request, of the names and addresses
     of the Holders to whom the Exchange Offer is made, and the
     Initial Purchasers shall have the right, subject to
     applicable law, to contact such Holders and otherwise
     facilitate the tender of Notes in the Exchange Offer.

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

     3.   Shelf Registration.  If (i) because of any change in
law or applicable interpretations thereof by the
Commission's staff, the Company determines upon advice of
its outside counsel that it is not permitted to effect the
Exchange Offer as contemplated by Section 2 hereof, or
(ii) the Company is not required to file the Exchange Offer
Registration Statement for any reason other than those
specified in clause (i) above, or (iii) with respect to any
Holder of Transfer Restricted Securities (A) such Holder is
prohibited by applicable law or Commission policy from
participating in the Exchange Offer, or (B) such Holder may
not resell the Exchange Notes acquired by it in the Exchange
Offer to the public without delivering a prospectus and that
the Prospectus contained in the Exchange Offer Registration
Statement is not appropriate or available for such resales
by such Holder, or (C) such Holder is an Exchanging Dealer
and holds Initial Notes acquired directly from the Company
or one of its affiliates (it being understood that, for
purposes of this Section 3, (x) the requirement that the
Initial Purchasers deliver a Prospectus containing the
information required by Items 507 and/or 508 of Regulation S-
K under the Securities Act in connection with sales of
Exchange Notes acquired in exchange for such Notes shall
result in such Exchange Notes being not "freely tradeable"
and (y) the requirement that an Exchanging Dealer deliver a
Prospectus in connection with sales of Exchange Notes
acquired in the Exchange Offer in exchange for Notes
acquired as a result of market-making activities or other
trading activities shall not result in such Exchange Notes
being not "freely tradeable"), the following provisions
shall apply:

          (a)  The Company shall, as promptly as practicable, file
     with the Commission a Shelf Registration Statement relating
     to the offer and sale of the Notes or the Exchange Notes, as
     applicable, by the Holders from time to time in accordance
     with the methods of distribution elected by such Holders and
     set forth in such Shelf Registration Statement and Rule 415
     under the Securities Act, provided that, with respect to
     Exchange Notes received by the Initial Purchasers in
     exchange for Initial Notes constituting any portion of an
     unsold allotment, the Company may, if permitted by current
     interpretations by the Commission's staff, file a post-
     effective amendment to the Exchange Offer Registration
     Statement containing the information required by Regulation
     S-K Items 507 and/or 508, as applicable, in satisfaction of
     its obligations under this paragraph (a) with respect
     thereto, and any such Exchange Offer Registration Statement,
     as so amended, shall be referred to herein as, and governed
     by the provisions herein applicable to, a Shelf Registration
     Statement.

          (b)  The Company shall use its best efforts to cause the
     Shelf Registration Statement to be declared effective under
     the Securities Act on or prior to the 120th calendar day
     after the obligation to file a Shelf Registration Statement
     under this Section 3 arises and to keep such Shelf
     Registration Statement continuously effective in order to
     permit the Prospectus contained therein to be usable by
     Holders for a period of two years from the date the Shelf
     Registration Statement is declared effective by the
     Commission or such shorter period that will terminate when
     all the Initial Notes or Exchange Notes, as applicable,
     covered by the Shelf Registration Statement have been sold
     pursuant to the Shelf Registration Statement (in any such
     case, such period being called the "Shelf Registration
     Period").  The Company shall be deemed not to have used its
     best efforts to keep the Shelf Registration Statement
     effective during the requisite period if the Company
     voluntarily takes any action that would result in Holders of
     Notes covered thereby not being able to offer and sell such
     Notes during that period, unless (i) such action is required
     by applicable law, (ii) the Company complies with this
     Agreement or (iii) such action is taken by the Company or
     any Guarantors in good faith and for valid business reasons
     (not including avoidance of the Company's obligations
     hereunder), including the acquisition or divestiture of
     assets, so long as the Company promptly thereafter complies
     with the requirements of Section 4(m) hereof, if applicable.

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

          (a)  The Company shall, within a reasonable time prior to
     the filing of any Registration Statement, any Prospectus,
     any amendment to a Registration Statement or amendment or
     supplement to a Prospectus or any document which is to be
     incorporated by reference into a Registration Statement or a
     Prospectus after initial filing of a Registration Statement,
     provide copies of such document to the Initial Purchasers
     and their counsel (and, in the case of a Shelf Registration
     Statement, the Holders and their counsel, upon their
     request) and make such representatives of the Company as
     shall be reasonably requested by the Initial Purchasers or
     their counsel (and, in the case of a Shelf Registration
     Statement, the Majority Holders or their counsel) available
     for discussion of such document, and shall not at any time
     file or make any amendment to the Registration Statement,
     any Prospectus or any amendment of or supplement to a
     Registration Statement or a Prospectus or any document which
     is to be incorporated by reference into a Registration
     Statement or a Prospectus, of which the Initial Purchasers
     and their counsel (and, in the case of a Shelf Registration
     Statement, the Holders and their counsel) shall not have
     previously been advised and furnished a copy or to which the
     Initial Purchasers or their counsel (and, in the case of a
     Shelf Registration Statement, the Holders or their counsel)
     shall object, except for any amendment or supplement or
     document (a copy of which has been previously furnished to
     the Initial Purchasers and their counsel (and, in the case
     of a Shelf Registration Statement, the Majority Holders and
     their counsel, upon their request)) which counsel to the
     Company shall advise the Company, in the form of a written
     opinion, is required in order to comply with applicable law;
     the Initial Purchasers agree that, if it receives timely
     notice and drafts under this clause (a), it will not take
     actions or make objections pursuant to this clause (a) such
     that the Company is unable to comply with its obligations
     under Section 2.

          (b)  The Company shall ensure that:

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

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

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

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

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

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

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

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

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

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

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

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

          (f)  The Company shall, during the Shelf Registration
     Period, deliver to each Holder of Notes covered by any Shelf
     Registration Statement, without charge, as many copies of
     the Prospectus (including each preliminary Prospectus)
     included in such Shelf Registration Statement and any
     amendment or supplement thereto as such Holder may
     reasonably request; and the Company consents to the use of
     the Prospectus or any amendment or supplement thereto by
     each of the selling Holders of Notes in connection with the
     offering and sale of the Notes covered by the Prospectus or
     any amendment or supplement thereto.

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

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

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

          (j)  Prior to the Exchange Offer or any other offering of
     Initial Notes or Exchange Notes pursuant to any Registration
     Statement, the Company shall register or qualify or
     cooperate with the Holders of Notes included therein and
     their respective counsel in connection with the registration
     or qualification of such Initial Notes or Exchange Notes for
     offer and sale under the securities or blue sky laws of such
     states as any such Holders reasonably request in writing and
     do any and all other acts or things necessary or advisable
     to enable the offer and sale in such states of the Notes
     covered by such Registration Statement; provided, however,
     that the Company will not be required to qualify as a
     foreign corporation or as a dealer in securities in any
     jurisdiction in which it is not then so qualified, to file
     any general consent to service of process or to take any
     action that would subject it to general service of process
     in any such jurisdiction where it is not then so subject or
     to subject itself to taxation in respect of doing business
     in any jurisdiction in which it is not otherwise so subject.

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

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

          (m)  Upon the occurrence of any event contemplated by
     paragraph (c)(2)(iii) of this Section 4, the Company shall
     promptly prepare and file a post-effective amendment to any
     Registration Statement or an amendment or supplement to the
     related Prospectus or any other required document so that,
     as thereafter delivered to purchasers of the Initial Notes
     or Exchange Notes included therein, the Prospectus will not
     include an untrue statement of a material fact or omit to
     state any material fact necessary to make the statements
     therein, in light of the circumstances under which they were
     made, not misleading and, in the case of a Shelf
     Registration Statement, notify the Holders to suspend use of
     the Prospectus as promptly as practicable after the
     occurrence of such an event.  Notwithstanding the foregoing,
     the Company shall not be required to amend or supplement a
     Shelf Registration Statement, any related Prospectus or any
     document incorporated therein by reference, for a period not
     to exceed an aggregate of 30 days in any calendar year, if
     the Company determines in its good faith judgment that the
     disclosure of such event at such time would have a material
     adverse effect on the business, operations, or prospects of
     the Company or the disclosure otherwise related to a pending
     material business transaction that has not yet been publicly
     disclosed.

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

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

          (p)  The Company shall cause the Indenture to be qualified
     under the Trust Indenture Act not later than the effective
     date of the first Registration Statement required by this
     Agreement, and, in connection therewith, cooperate with the
     Trustee and the Holders of Initial Notes or Exchange Notes
     to effect such changes to the Indenture as may be required
     for such Indenture to be so qualified in accordance with the
     terms of the Trust Indenture Act; and to execute and use its
     best efforts to cause the Trustee to execute, all documents
     that may be required to effect such changes and all other
     forms and documents required to be filed with the Commission
     to enable such Indenture to be so qualified in a timely
     manner.

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

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

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

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

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

               (ii) cause the Company's officers, directors and employees
          to supply all relevant information reasonably requested by
          the Holders or any such underwriter, attorney, accountant or
          agent in connection with any such Registration Statement as
          is customary for similar due diligence examinations and make
          such representatives of the Company as shall be reasonably
          requested by the Initial Purchasers or Managing
          Underwriters, if any, available for discussion of any such
          Registration Statement; provided, however, that any non-
          public information that is designated in writing by the
          Company, in good faith, as confidential at the time of
          delivery of such information shall be kept confidential by
          the Holders or any such underwriter, attorney, accountant or
          agent, unless such disclosure is made in connection with a
          court proceeding or required by law, or such information
          becomes available to the public generally or through a third
          party without an accompanying obligation of confidentiality
          other than as a result of a disclosure of such information
          by any such Holder, underwriter, attorney, accountant or
          agent;

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

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

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

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

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

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

     5.   Registration Expenses; Remedies.

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

          (b)  In the event that the Company:

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

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

               (iii) the Company fails to consummate the Exchange Offer
          within 30 days of the Effectiveness Target Date with respect
          to the Exchange Offer Registration Statement; or

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

     then the Company will pay liquidated damages
     ("Liquidated Damages") to each holder of Initial Notes
     or Exchange Notes, with respect to the first 90-day
     period immediately following the occurrence of the
     first Registration Default in an amount equal to $0.05
     per week per $1,000 principal amount of Initial Notes
     or Exchange Notes held by that holder. The amount of
     the Liquidated Damages will increase by an additional
     $0.05 per week per $1,000 principal amount of Initial
     Notes or Exchange Notes with respect to each subsequent
     90-day period until all Registration Defaults have been
     cured, up to a maximum amount of Liquidated Damages for
     all Registration Defaults of $0.50 per week per $1,000
     principal amount of Initial Notes or Exchange Notes.

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

          (d)  Following the cure of all Registration Defaults, the
     accrual of Liquidated Damages will cease.

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

     6.   Indemnification and Contribution.

          (a)  In connection with any Registration Statement, the
     Company agrees to indemnify and hold harmless each Holder of
     Notes covered thereby (including the Initial Purchasers and,
     with respect to any Prospectus delivery as contemplated by
     Sections 2(e) and 4(h) hereof, each Exchanging Dealer) the
     directors, officers, employees and agents of such Holder and
     each person who controls such Holder within the meaning of
     either the Securities Act or the Exchange Act, against any
     and all losses, claims, damages or liabilities, joint or
     several, to which they or any of them may become subject
     under the Securities Act, the Exchange Act or other federal
     or state statutory law or regulation, at common law or
     otherwise, insofar as such losses, claims, damages or
     liabilities (or actions in respect thereof) arise out of or
     are based upon any untrue statement or alleged untrue
     statement of a material fact contained in such Registration
     Statement as originally filed or in any amendment thereof,
     or in any preliminary Prospectus or Prospectus, or in any
     amendment thereof or supplement thereto, or arise out of or
     are based upon the omission or alleged omission to state
     therein a material fact required to be stated therein or
     necessary to make the statements therein (in the case of the
     Prospectus, in light of the circumstances under which they
     were made) not misleading, and agrees to reimburse each such
     indemnified party, as incurred, for any legal or other
     expenses reasonably incurred by them in connection with
     investigating or defending any such loss, claim, damage or
     liability (or action in respect thereof); provided, however,
     that the Company will not be liable in any case to the
     extent that any such loss, claim, damage or liability arises
     out of or is based upon any such untrue statement or alleged
     untrue statement or omission or alleged omission made
     therein in reliance upon and in conformity with written
     information furnished to the Company by or on behalf of any
     such indemnified party specifically for inclusion therein;
     provided further, however, that the Company will not be
     liable in any case with respect to any untrue statement or
     omission or alleged untrue statement or omission made in any
     preliminary Prospectus or Prospectus, or in any amendment
     thereof or supplement thereto to the extent that any such
     loss, claim, damage or liability (or action in respect
     thereof) resulted from the fact that any indemnified party
     sold Notes or Exchange Notes to a person to whom there was
     not sent or given, at or prior to the written confirmation
     of such sale, a copy of the Prospectus as then amended or
     supplemented, if the Company had previously complied with
     the provisions of Section 4(c)(2) and 4(f) or 4(h) hereof
     and if the untrue statement contained in or omission from
     such preliminary Prospectus or Prospectus was corrected in
     the Prospectus as then amended or supplemented.  This
     indemnity agreement will be in addition to any liability
     that the Company may otherwise have.

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

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

          (c)  Promptly after receipt by an indemnified party under
     this Section 6 of notice of the commencement of any action,
     such indemnified party will, if a claim in respect thereof
     is to be made against the indemnifying party under this
     Section 6, notify the indemnifying party in writing of the
     commencement thereof; but the failure so to notify the
     indemnifying party (i) will not relieve the indemnifying
     party from liability under paragraph (a) or (b) above unless
     and to the extent it did not otherwise learn of such action
     and such failure results in the forfeiture by the
     indemnifying party of substantial rights and defenses, and
     (ii) will not, in any event, relieve the indemnifying party
     from any obligations to any indemnified party other than the
     indemnification obligation provided in paragraph (a) or (b)
     above.  The indemnifying party shall be entitled to appoint
     counsel (including local counsel) of the indemnifying
     party's choice at the indemnifying party's expense to
     represent the indemnified party in any action for which
     indemnification is sought (in which case the indemnifying
     party shall not thereafter be responsible for the fees and
     expenses of any separate counsel retained by the indemnified
     party or parties except as set forth below); provided,
     however, that such counsel shall be reasonably satisfactory
     to the indemnified party.  Notwithstanding the indemnifying
     party's election to appoint counsel to represent the
     indemnified party in an action, the indemnified party shall
     have the right to employ separate counsel (including local
     counsel), and the indemnifying party shall bear the
     reasonable fees, costs and expenses of such separate counsel
     (and local counsel) if (i) the use of counsel chosen by the
     indemnifying party to represent the indemnified party would
     present such counsel with a conflict of interest, (ii) the
     actual or potential defendants in, or targets of, any such
     action include both the indemnified party and the
     indemnifying party and the indemnified party shall have
     reasonably concluded that there may be legal defenses
     available to it and/or other indemnified parties that are
     different from or additional to those available to the
     indemnifying party, (iii) the indemnifying party shall not
     have employed counsel satisfactory to the indemnified party
     to represent the indemnified party within a reasonable time
     after notice of the institution of such action or (iv) the
     indemnifying party shall authorize the indemnified party to
     employ separate counsel at the expense of the indemnifying
     party.  It is understood that the indemnifying party shall
     not, in connection with any proceeding or related
     proceedings in the same jurisdiction, be liable for the fees
     and expenses of more than one separate firm (in addition to
     any local counsel) for all such indemnified parties and that
     all such fees and expenses shall be reimbursed as they are
     incurred.  An indemnifying party will not, without the prior
     written consent of the indemnified parties, settle or
     compromise or consent to the entry of any judgment with
     respect to any pending or threatened claim, action, suit or
     proceeding in respect of which indemnification or
     contribution may be sought hereunder (whether or not the
     indemnified parties are actual or potential parties to such
     claim or action) unless such settlement, compromise or
     consent includes an unconditional release of each
     indemnified party from all liability arising out of such
     claim, action, suit or proceeding.

          (d)  In the event that the indemnity provided in paragraph
     (a) or (b) of this Section 6 is unavailable to or
     insufficient to hold harmless an indemnified party for any
     reason, then each applicable indemnifying party, in lieu of
     indemnifying such indemnified party, shall have a joint and
     several obligation to contribute to the aggregate losses,
     claims, damages and liabilities (including legal or other
     expenses reasonably incurred in connection with
     investigating or defending the same) (collectively "Losses")
     to which such indemnified party may be subject in such
     proportion as is appropriate to reflect the relative
     benefits received by such indemnifying party, on the one
     hand, and such indemnified party, on the other hand, from
     the Initial Placement and the Registration Statement that
     resulted in such Losses; provided, however, that in no case
     shall the Initial Purchasers or any subsequent Holder of any
     Security or Exchange Security be responsible, in the
     aggregate, for any amount in excess of the purchase discount
     or commission applicable to such Security, or in the case of
     an Exchange Note, applicable to the Security that was
     exchangeable into such Exchange Security, as set forth on
     the cover page of the Final Memorandum, nor shall any
     underwriter be responsible for any amount in excess of the
     underwriting discount or commission applicable to the Notes
     purchased by such underwriter under the Registration
     Statement that resulted in such Losses.  If the allocation
     provided by the immediately preceding sentence is
     unavailable for any reason, the indemnifying party and the
     indemnified party shall contribute in such proportion as is
     appropriate to reflect not only such relative benefits but
     also the relative fault of such indemnifying party, on the
     one hand, and such indemnified party, on the other hand, in
     connection with the statements or omissions that resulted in
     such Losses as well as any other relevant equitable
     considerations.  Benefits received by the Company shall be
     deemed to be equal to the total net proceeds from the
     Initial Placement (before deducting expenses) as set forth
     on the cover page of the Final Memorandum.  Benefits
     received by the Initial Purchasers shall be deemed to be
     equal to the total purchase discounts and commissions as set
     forth on the cover page of the Final Memorandum, and
     benefits received by any other Holders shall be deemed to be
     equal to the value of receiving Notes or Exchange Notes, as
     applicable, registered under the Securities Act.  Benefits
     received by any underwriter shall be deemed to be equal to
     the total underwriting discounts and commissions, as set
     forth on the cover page of the Prospectus forming a part of
     the Registration Statement that resulted in such Losses.
     Relative fault shall be determined by reference to whether
     any alleged untrue statement or omission relates to
     information provided by the indemnifying party, on the one
     hand, or by the indemnified party, on the other hand.  The
     parties agree that it would not be just and equitable if
     contribution were determined by pro rata allocation or any
     other method of allocation that did not take account of the
     equitable considerations referred to above.  Notwithstanding
     the provisions of this paragraph (d), no person guilty of
     fraudulent misrepresentation (within the meaning of Section
     11(f) of the Securities Act) shall be entitled to
     contribution from any person who was not guilty of such
     fraudulent misrepresentation.  For purposes of this
     Section 6, each person who controls a Holder within the
     meaning of either the Securities Act or the Exchange Act and
     each director, officer, employee and agent of such Holder
     shall have the same rights to contribution as such Holder,
     and each person who controls the Company within the meaning
     of either the Securities Act or the Exchange Act, each
     officer of the Company who shall have signed the
     Registration Statement and each director of the Company
     shall have the same rights to contribution as the Company,
     subject in each case to the applicable terms and conditions
     of this paragraph (d).

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

     7.   Rule 144A

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

     8.   Participation In Underwritten Registrations

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

     9.   Selection Of Underwriters

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

     10.  Miscellaneous.

          (a)  No Inconsistent Agreement.  The Company has not, as of
     the date hereof, entered into, nor shall it, on or after the
     date hereof, enter into, any agreement that conflicts with
     the rights granted to the Holders herein or otherwise
     conflicts with the provisions hereof.

          (b)  Amendments and Waivers.  The provisions of this
     Agreement, including the provisions of this sentence, may
     not be amended, qualified, modified or supplemented, and
     waivers or consents to departures from the provisions hereof
     may not be given, unless the Company has obtained the
     written consent of the Holders of at least a majority of the
     then outstanding aggregate principal amount of Notes (or,
     after the consummation of any Exchange Offer in accordance
     with Section 2 hereof, of Exchange Notes); provided that,
     with respect to any matter that directly or indirectly
     affects the rights of the Initial Purchasers hereunder, the
     Company shall obtain the written consent of the Initial
     Purchasers.  Notwithstanding the foregoing (except the
     foregoing proviso), a waiver or consent to departure from
     the provisions hereof with respect to a matter that relates
     exclusively to the rights of Holders whose Initial Notes or
     Exchange Notes are being sold pursuant to a Registration
     Statement and that does not directly or indirectly affect
     the rights of other Holders may be given by the Majority
     Holders, determined on the basis of Notes being sold rather
     than registered under such Registration Statement.

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

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

               (ii) if to the Initial Purchasers, at Banc of America
          Securities LLC, 100 North Tyron Street, Charlotte, North
          Carolina 28255, Attention:  Keith DeLeon, with a copy to
          Weil, Gotshal & Manges LLP, 767 Fifth Avenue, New York, New
          York 10153, Attention:  Jeremy W. Dickens; and

               (iii) if to the Company, Dobson Communications
          Corporation, 13439 N. Broadway Extension, Suite 200,
          Oklahoma City, Oklahoma 73114, Attention:  Bruce R.
          Knoohuizen, with a copy to McAfee & Taft A Professional
          Corporation, 211 North Robinson, Suite 1000, Oklahoma City,
          Oklahoma 73102, Attention:  Theodore M. Elam.

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

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

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

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

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

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

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

          Please confirm that the foregoing correctly sets
forth the agreement between the Company and you.

                             Very truly yours,

                             DOBSON COMMUNICATIONS
                             CORPORATION


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


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

BANC OF AMERICA SECURITIES LLC


By:  RAYMOND A. CUBERO
     Name: Raymond A. Cubero
     Title: Managing Director

<PAGE>

                                                     ANNEX A


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

<PAGE>

                                                     ANNEX B


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

<PAGE>
                                                     ANNEX C


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

<PAGE>
                                                     ANNEX D


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