exv10w30w1



 






Exhibit 10.30.1




FIRST AMENDMENT TO THE SUPPORT AGREEMENT




          THIS FIRST AMENDMENT to the Support Agreement (this “Amendment”), dated August 12,
2005, by and among Dobson Communications Corporation, an Oklahoma corporation (the
“Company”), and the undersigned beneficial owners, or investment managers or advisors for
the beneficial owners, of the Preferred Stock identified on Schedule A to the Support
Agreement and each other beneficial owner (or investment managers or advisors for the beneficial
owners) of Preferred Stock that executes or has executed a counterpart signature page to the
Support Agreement (such parties on Schedule A, as it may be supplemented from time to time,
collectively, the “Preferred Stockholders,” and each, individually, a “Preferred
Stockholder”).




          WHEREAS, the Company and the Preferred Stockholders have previously executed that certain
Support Agreement, dated June 29, 2005, among the Company and the Preferred Stockholders (the
“Support Agreement”); and




          WHEREAS, all capitalized terms used herein and not otherwise defined shall have the meanings
ascribed to such terms in the Support Agreement; and




          WHEREAS, the Company and the Preferred Stockholders have agreed to amend the Support
Agreement, on and subject to the terms hereinafter set forth;




          NOW, THEREFORE, in consideration of the respective covenants and agreements set forth herein,
and other good and valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the parties hereto hereby agree as follows:




          1.      Amendment to Section 6. Effective as of the date hereof, clause (f) of Section 6
shall be amended and restated to read in its entirety as follows:





           “(f) that it will not consummate the Exchange Offer unless the representation contained
in Section 11(c) is true and correct on the date of such consummation and it has
provided the Preferred Stockholders’ counsel with the Officer’s Certificate.”



          2.      Amendment to Section 11. Effective as of the date hereof Section 11 of the
Agreement shall be amended by (a) deleting the words “;and” at the end of clause (a)(vi) thereof
and inserting a period in lieu thereof and deleting clause (a)(vii) thereof in its entirety and (b)
adding a new clause 11(c) as follows:





          "(c) The Company represents and warrants to the other signatories to this Agreement
that the S-1 and S-4 Registration Statements do not contain any misstatement of a material
fact or omit to state a material fact necessary to make the statements made therein, in the
light of the circumstances under which they are made, not misleading.”



 









 






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          3.      Counterparts. This Amendment 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.




          4.      Governing Law. This Amendment shall be governed in all respects by the laws of the
State of New York (without reference to the conflict of laws provisions thereof)..




          5.      Entire Agreement. This Amendment constitutes the entire agreement of the parties
hereto with respect to the subject matter hereof and cannot be modified or amended except in
writing signed by the parties hereto.




[Remainder of page left intentionally blank.]




 









 






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     IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be executed and delivered
by their respective officers or partners hereunto duly authorized as of the date first above
written.



	 	 	 	 	 
	 	DOBSON COMMUNICATIONS CORPORATION

 	 
	 	By:  	        /s/ Ronald L. Ripley
 	 
	 	 	Name:  	Ronald L. Ripley 	 
	 	 	Title:  	Sr. Vice President 	 
	 



	 	 	 	 	 
	 	JMB CAPITAL PARTNERS

 	 
	 	By:  	        /s/ Ron Silverton
 	 
	 	 	Name:  	Ron Silverton 	 
	 	 	Title:  	 	 
	 



	 	 	 	 	 
	 	COBALT CAPITAL MANAGEMENT, INC.

 	 
	 	By:  	        /s/ Wayne Cooperman
 	 
	 	 	Name:  	Wayne Cooperman 	 
	 	 	Title:  	President