Roaming Agreements (2003)Full Document 

Start of Preview
                     ROAMING AGREEMENTS WITH AT&T WIRELESS

     On July 11, 2003, Dobson Communications and we each entered into a GSM/GPRS
roaming agreement and a GSM/GPRS operating agreement with AT&T Wireless, or AWS.
The following is a summary of these GSM/GPRS roaming and operating agreements.

  DOBSON COMMUNICATIONS ROAMING AGREEMENT

     The roaming agreement expires on July 11, 2008, subject to earlier
termination for several reasons, including the technical or commercial
impracticability of using a party's roaming network, the occurrence of an
unacceptable level of unauthorized use, or the revocation or nonrenewal of a
party's GSM license.

     The roaming agreement provides for negotiated roaming rates for GSM/GPRS in
the respective markets of Dobson Communications and AWS. These rates are fixed
for the first three years, subject to modification in limited circumstances.
Dobson Communications can initiate negotiations for new rates in years four and
five. If Dobson Communications does not initiate rate negotiations, or if Dobson
Communications initiates negotiations, but AWS and Dobson Communications are
unable to agree upon new rates, the rates in effect for year three will continue
for years four and five, and AWS may compete against Dobson Communications in
its markets.

  DOBSON COMMUNICATIONS OPERATING AGREEMENT

     Under the operating agreement, Dobson Communications has agreed to
construct and operate facilities-based mobile wireless telecommunications
systems using EDGE-compatible GSM/GPRS technology in specified markets. If
Dobson Communications fails to meet its construction obligation, AWS will have
the right to co-locate GSM/GPRS telecommunications equipment on Dobson
Communications' cell sites. Dobson Communications has agreed to cause its
systems to be technologically compatible with AWS' GSM/GPRS systems and will
comply substantially with the AWS network performance standards. With respect to
any mobile wireless services using new technology deployed by AWS in its
markets, Dobson Communications may elect to be the preferential roaming provider
for AWS if Dobson Communications and AWS reach agreement on mutually
satisfactory terms within 30 days of commencement of discussions.

     Subject to certain exceptions, for the first three years of the operating
agreement, AWS and its controlled affiliates will not, directly or indirectly,
engage in a business that provides or resells, or grants a license that
facilitates or enables the provision or resale of, facilities-based mobile
wireless telecommunications services using GSM/GPRS on any spectrum in any
markets of Dobson Communications. Subject to the provisions of the roaming
agreement, Dobson Communications may elect to extend the exclusivity period for
the last two years of the operating agreement. However, AWS may engage in
investments, asset sales or other business combination transactions involving
markets overlapping with Dobson Communications if the overlap is less than 25%
of the total markets in the transaction (measured by population); in such event,
AWS customers would no longer need to roam on Dobson Communications' systems in
such markets.

     AWS has agreed that substantially all of its customers, when roaming in any
of Dobson Communications' markets, will seek GSM or GPRS roaming service from
Dobson Communications prior to seeking such service from another carrier other
than Cingular or NPI Wireless so long as Dobson Communications is in compliance
with its construction, operational and other requirements under the agreements.

     AWS may terminate the preferred GSM roaming provider and limited
exclusivity provisions of the operating agreement if Dobson Communications
ceases to be in compliance with its construction, operational and other
requirements under the agreement, or if a major competitor of AWS acquires
Dobson Communications.

  AMERICAN CELLULAR ROAMING AND OPERATING AGREEMENTS

     Our roaming and operating agreements with AWS are similar to the roaming
and operating agreements between Dobson Communications and AWS. However, our

End of Preview