exv4w4



 





Exhibit 4.4




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




BANK OF OKLAHOMA, NATIONAL ASSOCIATION, as Trustee




 






THIRD SUPPLEMENTAL INDENTURE




Dated as of November 15, 2007



  





8 3/8% First Priority Senior Secured Notes due 2011

8 3/8% Series B First Priority Senior Secured Notes due 2011



  






Amending and Supplementing the

Indenture dated as of November 8, 2004

(as amended and supplemented by the

Supplemental Indenture, dated as of May 23, 2006,

and 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

Bank of Oklahoma, National Association, as Trustee




 









 





     THIRD SUPPLEMENTAL INDENTURE, dated as of November 15, 2007 (this “Third 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 Bank of Oklahoma, National Association, as trustee (the “Trustee”). Capitalized
terms used but not otherwise defined in this Third 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 May 23, 2006, and 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 8 3/8% First
Priority Senior Secured Notes due 2011 (the “2011 Notes”) and the issuance of 8 3/8% Series B First
Priority Senior Secured Notes due 2011 (the “Series B Notes” and, together with the 2011 Notes, 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 Third Supplemental Indenture; and



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



     Section 4. THIS THIRD 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 Third Supplemental Indenture amends and supplements the Indenture
and shall be a part and subject to all the terms thereof. This Third 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 Third 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 Third Supplemental Indenture.



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



     Section 9. If any provision of this Third Supplemental Indenture limits, qualifies
or conflicts with another provision which is required to be included in this Third 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 Third Supplemental Indenture, the provisions of this Third Supplemental Indenture shall
control.



     Section 10. The Trustee makes no representation as to the validity or sufficiency of
this Third Supplemental Indenture. In entering into this Third 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 Third 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	 
	 
	 	BANK OF OKLAHOMA,
NATIONAL ASSOCIATION

 	 
	 	By  	/s/
Rachel Redd-Singleton	 
	 	 	Name:  	Rachel Redd-Singleton	 
	 	 	Title:  	Vice President and Trust Officer