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ASSUMPTION AGREEMENT

Assumption Agreement

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This Assumption Agreement involves

DOBSON COMMUNICATIONS CORP | Dobson Cellular Systems of Alaska, LLC | LEHMAN COMMERCIAL PAPER INC | BEAR STEARNS CORPORATE LENDING INC | LEHMAN BROTHERS INC | BEAR STEARNS & CO. INC

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Title: ASSUMPTION AGREEMENT
Governing Law: New York     Date: 10/24/2006
Industry: COMSRV    

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exv10w1
 

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
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          WHEREAS, DOBSON CELLULAR SYSTEMS, INC. (the “Borrower”), DOBSON COMMUNICATIONS CORPORATION, DOBSON OPERATING CO., L.L.C., the Lenders, the Administra

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