ASSUMPTION AGREEMENT

Exhibit 10.1

ASSUMPTION AGREEMENT

          ASSUMPTION AGREEMENT, dated as of October 18, 2006, made by Dobson Cellular Systems of Alaska, LLC, an Oklahoma limited liability company (the “ Additional Grantor ”), in favor of LEHMAN COMMERCIAL PAPER INC., as administrative agent (in such capacity, the “ Administrative Agent ”) for the banks and other financial institutions (the “ Lenders ”) parties to the Credit Agreement referred to below. All capitalized terms not defined herein shall have the meanings ascribed to them in such Credit Agreement.

W I T N E S S E T H
:

          WHEREAS, DOBSON CELLULAR SYSTEMS, INC. (the “ Borrower ”), DOBSON COMMUNICATIONS CORPORATION, DOBSON OPERATING CO., L.L.C., the Lenders, the Administrative Agent, LEHMAN BROTHERS INC. and BEAR STEARNS & CO. INC., as joint lead arrangers and joint book runners, BEAR STEARNS CORPORATE LENDING INC., as syndication agent, and MORGAN STANLEY SENIOR FUNDING, INC., as co-arranger and documentation agent have entered into a Credit Agreement, dated as of October 23, 2003 (as amended, supplemented or otherwise modified from time to time, the “ Credit Agreement ”);

          WHEREAS, in connection with the Credit Agreement, the Borrower and certain of its Affiliates (other than the Additional Gra