exv4w5



 





Exhibit 4.5




DOBSON CELLULAR SYSTEMS, INC., as Issuer




DOBSON COMMUNICATIONS CORPORATION, as Parent Guarantor




DOBSON CELLULAR SYSTEMS OF ALASKA, LLC, as Guarantor




DOBSON LEASE CO., LLC, as Guarantor




DOBSON OPERATING CO., LLC, as Guarantor




and




BNY MIDWEST TRUST COMPANY, as Trustee




 





SECOND SUPPLEMENTAL INDENTURE




Dated as of November 15, 2007


 





9 7/8% Second Priority Senior Secured Notes due 2012



 







Amending and Supplementing the Indenture

dated as of November 8, 2004

(as amended and supplemented by the Supplemental

Indenture, dated as of October 18, 2006)

among Dobson Cellular Systems, Inc., as Issuer,

Dobson Communications Corporation, as Parent Guarantor,

Dobson Cellular Systems of Alaska LLC, as Guarantor,

Dobson Lease Co., LLC, as Guarantor,

Dobson Operating Co., LLC, as Guarantor, and

BNY Midwest Trust Company, as Trustee





 









 





     SECOND SUPPLEMENTAL INDENTURE, dated as of November 15, 2007 (this “Second Supplemental
Indenture”), among Dobson Cellular Systems, Inc., an Oklahoma corporation (the “Company”), Dobson
Communications Corporation, an Oklahoma corporation (the “Parent Guarantor”), Dobson Cellular
Systems of Alaska, LLC, an Oklahoma limited liability company and a subsidiary of the Parent
Guarantor and a Guarantor (“DCS-Alaska”), Dobson Operating Co., LLC, an Oklahoma limited liability
company and a subsidiary of the Parent Guarantor and a Guarantor (“DOC”), the Initial Subsidiary
Guarantors and BNY Midwest Trust Company, as trustee (the “Trustee”). Capitalized terms used but
not otherwise defined in this Second Supplemental Indenture shall have the meanings ascribed to
such terms in an Indenture, dated as of November 8, 2004 (as amended and supplemented by the
Supplemental Indenture, dated as of October 18, 2006, the “Indenture”), among the Company, the
Parent Guarantor, DCS-Alaska, DOC, the Initial Subsidiary Guarantors and the Trustee, providing for
the issuance of the 9 7/8% Second Priority Senior Secured Notes due 2012 (the “Notes”).



W I T N E S S E T H:




     WHEREAS, the Company has heretofore made, executed and delivered to the Trustee the Indenture;



     WHEREAS, pursuant to an Agreement and Plan of Merger, dated as of June 29, 2007 (as amended
from time to time, the “Merger Agreement”), among the Parent Guarantor, AT&T Inc., a Delaware
corporation (“Parent”) and Alpine Merger Sub, Inc., an Oklahoma corporation and wholly-owned
subsidiary of Parent (“Merger Sub”), on the date hereof, Merger Sub was merged with and into the
Parent Guarantor and the Parent Guarantor was the surviving corporation in the merger (the
“Merger”);



     WHEREAS, Section 5.01 of the Indenture provides that the Parent Guarantor shall not merge with
any Person or permit any Person to merge with or into it, unless the Successor Company assumes all
of the Parent Guarantor’s obligations under the Notes, the Indenture, the Security Documents, the
Parent Guarantee and the



 









 




Registration Rights Agreement, as applicable, pursuant to agreements reasonably satisfactory
to the Trustee;




     WHEREAS, Section 9.01 of the Indenture provides that the Company, the Guarantors and the
Trustee may amend or supplement the Indenture without the consent of any Holder of a Note to
provide for the assumption of the Parent Guarantor’s obligations to Holders in the case of a merger
of the Parent Guarantor in compliance with the Indenture;



     WHEREAS, the Trustee has been provided with an Officers’ Certificate and an Opinion of Counsel
in accordance with Sections 5.01(d), 13.04 and 13.05 of the Indenture;



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



     WHEREAS, all acts and things necessary to make this Second Supplemental Indenture a valid,
binding and legal agreement according to its terms have been done and performed, and the execution
of this Second Supplemental Indenture has in all respects been duly authorized.



     NOW, THEREFORE, in consideration of the premises contained herein and in the Indenture and for
other good and valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the parties hereto hereby agree as follows:



     Section 1. Effective as of the date hereof, the Parent Guarantor, as the Successor
Company, hereby retains and assumes all of the Parent Guarantor’s obligations under the Notes, the
Indenture, the Security Documents, the Parent Guarantee and the Registration Rights Agreement, as
applicable.



     Section 2. In case any provision in this Second Supplemental Indenture 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 3. Nothing in this Second Supplemental Indenture, express or implied, shall
give to any person, other than the parties hereto and their successors under the Indenture and the
Holders of the Notes, any benefit or any legal or equitable right, remedy or claim under the
Indenture or this Second Supplemental Indenture.



     Section 4. THIS SECOND SUPPLEMENTAL INDENTURE SHALL BE GOVERNED BY AND CONSTRUED IN
ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK AS APPLIED TO CONTRACTS MADE AND PERFORMED WITHIN
THE STATE OF NEW YORK, WITHOUT REGARD TO PRINCIPLES OF CONFLICTS OF LAWS.



     Section 5. This Second Supplemental Indenture amends and supplements the Indenture
and shall be a part and subject to all the terms thereof. This Second Supplemental Indenture shall
form a part of the Indenture for all purposes, and every holder of Debentures heretofore or
hereafter authenticated and delivered under the Indenture shall be bound by the Indenture as
amended hereby. Except as amended and supplemented hereby, the Indenture and all documents
executed in connection therewith shall continue in full force and effect and shall remain
enforceable and binding in accordance with their respective terms.



     Section 6. This Second Supplemental Indenture may be executed in any number of
counterparts, each of which so executed shall be deemed to be an original, but all such
counterparts shall together constitute but one and the same instrument.



     Section 7. The parties hereto will execute and deliver such further instruments and
do such further acts and things as may be reasonably required to carry out the intent and purpose
of this Second Supplemental Indenture.



     Section 8. All agreements of the parties hereto in this Second Supplemental
Indenture shall bind their respective successors.



     Section 9. If any provision of this Second Supplemental Indenture limits, qualifies
or conflicts with another provision which is required to be included in this Second Supplemental
Indenture by the Trust Indenture Act of 1939, as amended, the



 









 




required provision shall control. Subject to the immediately preceding sentence, in the case
of conflict between the Indenture and this Second Supplemental Indenture, the provisions of this
Second Supplemental Indenture shall control.




     Section 10. The Trustee makes no representation as to the validity or sufficiency of
this Second Supplemental Indenture. The recitals and statements herein are deemed to be those of
the Company, Parent Guarantor, DCS-Alaska, DOC and the Initial Subsidiary Guarantors and not of the
Trustee. In entering into this Second Supplemental Indenture, the Trustee shall be entitled to the
benefit of every provision of the Indenture relating to the conduct or affecting the liability or
affording protection to the Trustee, whether or not elsewhere herein so provided.



 









 





     IN WITNESS WHEREOF, the parties hereto have caused this Second Supplemental Indenture to be
duly executed as of the day and year first above written.



	 	 	 	 	 	 	 
	 	 	DOBSON CELLULAR SYSTEMS, INC.	 	 
	 
	 	 	 	 	 	 
	 

	 	By	 	/s/
Ronald L. Ripley	 	 
	 

	 	 	 	 

Name: Ronald L. Ripley
	 	 
	 

	 	 	 	Title: Senior Vice President and
General Counsel	 	 
	 
	 	 	 	 	 	 
	 	 	DOBSON CELLULAR SYSTEMS

OF ALASKA, LLC	 	 
	 
	 	 	 	 	 	 
	 

	 	By	 	/s/
Ronald L. Ripley	 	 
	 

	 	 	 	 	 	 
	 

	 	 	 	Name: Ronald L. Ripley	 	 
	 

	 	 	 	Title: Sr. Vice President of Sole Member	 	 
	 
	 	 	 	 	 	 
	 	 	DOBSON COMMUNICATIONS CORPORATION	 	 
	 
	 	 	 	 	 	 
	 

	 	By	 	/s/
Ronald L. Ripley	 	 
	 

	 	 	 	 	 	 
	 

	 	 	 	Name: Ronald L. Ripley	 	 
	 

	 	 	 	Title: Senior Vice President and
General Counsel	 	 
	 
	 	 	 	 	 	 
	 	 	DOBSON LEASE CO., LLC	 	 
	 
	 	 	 	 	 	 
	 

	 	By	 	/s/
Ronald L. Ripley	 	 
	 

	 	 	 	 	 	 
	 

	 	 	 	Name: Ronald L. Ripley	 	 
	 

	 	 	 	Title: Sr. Vice President of Sole Member	 	 
	 
	 	 	 	 	 	 
	 	 	DOBSON OPERATING CO., LLC	 	 
	 
	 	 	 	 	 	 
	 

	 	By	 	/s/
Ronald L. Ripley	 	 
	 

	 	 	 	 	 	 
	 

	 	 	 	Name: Ronald L. Ripley	 	 
	 

	 	 	 	Title: Co-Manager	 	 
	 
	 	 	 	 	 	 
	 	 	BNY MIDWEST TRUST COMPANY	 	 
	 
	 	 	 	 	 	 
	 

	 	By	 	/s/ L. Garcia	 	 
	 

	 	 	 	 	 	 
	 

	 	 	 	Name: L. Garcia	 	 
	 

	 	 	 	Title: Vice President