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DOBSON COMMUNICATIONS CORPORATION
OFFER TO EXCHANGE
ITS
10 7/8% SENIOR NOTES DUE 2010
FOR ANY AND ALL OF ITS OUTSTANDING
10 7/8% SENIOR NOTES DUE 2010
To Our Clients:
Enclosed for your consideration are the Prospectus, dated , 2000
(the "Prospectus") and the related Letter of Transmittal (which together with
the Prospectus constitute the "Exchange Offer") in connection with the offer by
Dobson Communications Company, an Oklahoma corporation (the "Company"), to
exchange its 10 7/8% Senior Notes due 2010 (the "New Notes") for any and all of
its outstanding 10 7/8% Senior Notes due 2010 (the "Old Notes"), upon the terms
and subject to the conditions set forth in the Exchange offer.
We are the Registered Holder of Old Notes held for your account. An exchange
of the Old Notes can be made only by us as the Registered Holder and pursuant to
your instructions. The Letter of Transmittal is furnished to you for your
information only and cannot be used by you to exchange the Old Notes held by us
for your account. The Exchange Offer provides a procedure for holders to tender
by means of guaranteed delivery.
We request information as to whether you wish us to exchange any or all of
the Old Notes held by us for your account upon the terms and subject to the
conditions of the Exchange Offer.
Your attention is directed to the following:
1. The New Notes will be exchanged for the Old Notes at the rate of
$1,000 principal amount of New Notes for each $1,000 principal amount of Old
Notes. The New Notes will bear interest (as do the Old Notes) at a rate
equal to 10 7/8% per annum from their date of issuance. Interest on the New
Notes is payable semi-annually on January 1 and July 1, commencing
January 1, 2001. Holders of Old Notes that are accepted for exchange will
receive, in cash, accrued interest thereon to, but not including, the date
of issuance of the New Notes. Such interest will be paid with the first
interest payment on the New Notes. Interest on the Old Notes accepted for
exchange will cease to accrue on the day prior to the issuance of the New
Notes. The form and terms of the New Notes are the same in all material
respects as the form and terms of the Old Notes (which they replace) except
that the New Notes have been registered under the Securities Act of 1933, as
amended (the "Securities Act").
2. Based on the interpretation by the staff of the Securities and
Exchange Commission (the "SEC"), New Notes issued pursuant to the Exchange
Offer in exchange for Old Notes may be offered for resale, resold and
otherwise transferred by holders thereof (other than any such holder which
is an "affiliate" of the Company within the meaning of Rule 405 under the
Securities Act or a "broker" or "dealer" registered under the Securities
Exchange Act of 1934, as amended (the "Exchange Act")) without compliance
with the registration and prospectus delivery provisions of the Securities
Act provided that such New Notes are acquired in the ordinary course of such
holders' business and such holders have no arrangement with any person to
participate in the distribution of such New Notes.
3. The Exchange Offer is not conditioned on any minimum number of Old
Notes being tendered.
4. Notwithstanding any other term of the Exchange Offer, the Company
will not be required to accept for exchange, or exchange New Notes for, any
Old Notes not theretofore accepted for exchange, and may terminate or amend
the Exchange Offer as provided herein before the acceptance
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of such Old Notes, if any of the conditions described in the Prospectus
under "The Exchange Offer--Conditions of the exchange offer" exist.
5. Tendered Old Notes may be withdrawn at any time prior to 5:00 p.m.,
New York City time, on , 2000, if such Old Notes have not
previously been accepted for exchange pursuant to the Exchange Offer.
6. Any transfer taxes applicable to the exchange of the Old Notes
pursuant to the Exchange Offer will be paid by the Company, except as
otherwise provided in Instruction 4 of the Letter of Transmittal.
If you wish to have us tender any or all of your Old Notes, please so
instruct us by completing, detaching and returning to us the instruction form
attached hereto. An envelope to return your instructions is enclosed. If you
authorize a tender of your Old Notes, the entire principal amount of Old Notes
held for your account will be tendered unless otherwise specified on the
instruction form. Your instructions should be forwarded to us in ample time to
permit us to submit a tender on your behalf by the Expiration Date.
The Exchange Offer is not being made to, nor will tenders be accepted from
or on behalf of, holders of the Old Notes in any jurisdiction in which the
making of the Exchange Offer or acceptance thereof would not be in compliance
with the laws of such jurisdiction or would otherwise not be in compliance with
any provision of any applicable securities law.
