LOGIX COMMUNICATIONS ENTERPRISES INC
EX-10.27
<DOCUMENT>
<TYPE>EX-10.27
<SEQUENCE>4
<FILENAME>a2062515zex-10_27.txt
<DESCRIPTION>EX-10.27
<TEXT>
<Page>

                                                                   EXHIBIT 10.27

                                   PROMISSORY NOTE


$2,000,000                                               Oklahoma City, Oklahoma
                                                                 August 31, 2001

         FOR VALUE RECEIVED, the undersigned, LOGIX COMMUNICATIONS
ENTERPRISES, INC. (the "Borrower") on or before June 30, 2003, hereby
unconditionally promises to pay to the order of DOBSON CC LIMITED PARTNERSHIP
(the "Lender") at 14201 Wireless Way, Oklahoma City, Oklahoma, 73134, in
lawful money of the United States of America, the principal sum of Two
Million and 00/100 ($2,000,000), or so much thereof as shall have been
advanced hereunder and remains unpaid, together with interest thereon as
hereinafter provided.

         Interest from the date hereof on the unpaid principal balance of
this Promissory Note ("Note") shall accrue and be due and payable quarterly,
commencing on the 30th day of September, 2001, and on the last day of each
and every December, March, June and September thereafter and at maturity.
All payments made under this Note shall be made to the Lender by 12 noon,
central time, and applied first to the interest then accrued and then to the
reduction of the unpaid principal balance hereof.

         The unpaid principal balance hereof outstanding from time to time
shall bear interest (computed on the basis of 360 days in the year), at a
rate per annum which shall from day-to-day be equal to the lesser of:  (i)
two percent (2.0%) in excess of the Prime Rate, or (ii) the Maximum Rate.
Each change in the rate charged hereunder, subject to the terms hereof,
becomes effective without notice to the Borrower, upon the effective date of
each change in Prime Rate, or the Maximum Rate, as the case may be.  As used
herein, the term "Maximum Rate" means the maximum rate of interest from
time-to-time which the Lender is allowed to contract for, charge for, take,
reserve or receive under applicable law, after taking into account, to the
extent required by applicable law, any and all relevant payments or charges
hereunder and the term "Prime Rate" shall mean the highest rate of interest
expressed as a percentage as published from time to time as the "Prime Rate"
in the "Money Rates" section of THE WALL STREET JOURNAL, SOUTHWEST EDITION.
Each determination by Lender of an interest rate or an amount of interest
that is due and payable by Borrower shall be conclusive and binding on
Borrower absent manifest error.

         Any sum not paid when due shall bear interest from the date of
default at the rate equal to fourteen percent (14%) per annum, accrued from
the date of default until paid.  During the existence of any default, the
Lender may apply payments received on any amount due hereunder or under the
terms of any instrument now or hereafter evidencing or securing the
indebtedness evidenced by this Note as the Lender may determine.

         The Borrower agrees that if, and as often as, this Note is placed in
the hands of an attorney for collection or to defend or enforce any of the
Lender's rights hereunder or under any instrument securing payment of this
Note, the Borrower will pay to the holder hereof its attorney's fees and all
court costs and other expenses incurred in connection therewith.


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         This Note is secured by a Pledge and Security Agreement (the "Pledge
Agreement") dated as of May 29, 2001 executed by Borrower in favor of Lender,
covering shares of capital stock of Dobson Telephone Company, Inc., Logix
Communications Corporation, and Dobson Fiber/Forte of Colorado, Inc., the
proceeds from the sale of all or any of such shares of capital stock, and
certain other assets of Borrower.  This Note and such Pledge Agreement will
be referred to herein as the "Loan Documents."

         The terms, provisions and conditions of the Loan Documents are
incorporated herein by reference as if set forth in full herein, provided
that, in the event of any ambiguity as between the Note and the Loan
Documents, this Note shall control.

         Upon the breach of any provision of the Loan Documents, or any other
instrument securing payment of this Note, or an Event of Default as defined
in the Pledge Agreement, at the option of the Lender, following any notice
and/or grace period set forth in the Loan Documents the entire unpaid
indebtedness evidenced by this Note will become due, payable and collectable
immediately or at such time thereafter as the Lender hereof may elect.  Notice
of the exercise of such option is hereby expressly waived.  Failure of the
Lender hereof to exercise such option will not constitute a waiver of the
right to exercise the same.

         This Note is given by Borrower and accepted by Lender hereof pursuant
to the lending transaction contracted, negotiated, consummated and to be
performed in Oklahoma City, Oklahoma County, Oklahoma, and this Note is to be
construed according to the laws of the State of Oklahoma.  All loan proceeds
advanced and to be advanced under this Note are solely for a business purpose.

         Regardless of any provision contained herein or in any of the Loan
Documents, the Lender shall never be entitled to receive, collect or apply as
interest on this Note, any amount in excess of the Maximum Rate, and, in the
event Lender ever receives, collects or applies as interest any such excess,
such amount which would be excessive interest shall be deemed a partial
prepayment of the principal and treated hereunder as such; and, if the total
outstanding principal is paid in full, any remaining excess shall forthwith
be paid to the Borrower.  In determining whether or not the interest paid or
payable under any specific contingency, exceeds the Maximum Rate, Borrower
and holder hereof shall, to the maximum extent permitted under applicable
law; (i) characterize any non-principal payment as an expense, fee or
premium rather than as interest, (ii) exclude voluntary prepayments and the
effects thereof, and (iii) amortize, prorate, allocate and spread, in equal
parts, the total amount of interest throughout the entire contemplated term
hereof.  If the indebtedness evidenced hereby is paid and performed in full
prior to the end of the contemplated term hereof, and if the interest
received for the actual period of existence hereof exceeds the Maximum Rate,
Lender shall refund to Borrower the amount of such excess, and, in such
event, Lender shall not be subject to any penalties provided by any laws for
contracting for, charging, taking, reserving or receiving interest in excess
of the Maximum Rate.

         The Borrower may prepay the indebtedness evidenced hereby in whole
or in part at any time without penalty.  The aggregate unpaid principal of
all advances under this Note shall be the principal amount owing and unpaid
on this Note, and all amounts outstanding on this Note shall be determined
solely from the records of the Lender.


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         The makers, endorsers, sureties, guarantors and all persons who may
become liable for all or any part of this obligation severally waive
presentment for payment, protest and notice of nonpayment.  Said parties
consent to any extension of time (whether one or more) of payment hereof, any
renewal (whether one or more) hereof, release of all or any part of the
security for the for payment hereof, release of any party liable for the
payment of this obligation, acceptance of additional collateral or security
or guarantor for the payment of this obligation, or any amendment or
modification thereto.  Any such extension, renewal, release, acceptance,
amendment or modification may be made without note to any such party and
without discharging said party's liability hereunder.

         The Lender and Borrower hereof recognize that because their
domiciles may differ, they might agree to the laws of various states to apply
to the interpretation and execution of this Note, and for simplicity and
certainty, the parties hereto agree that this Note shall be deemed to have
been made, execute and delivered in the State of Oklahoma, and the rights and
liabilities of the parties hereto shall be determined in accordance with the
laws of State of Oklahoma except with respect to procedural laws of the situs
state governing the foreclosure of the Mortgage.

         The acceptance of this Note by Lender shall not constitute a
commitment by Lender to make advances hereunder.  Advances will be made at
Lender's sole discretion.

         IN WITNESS WHEREOF, the undersigned Borrower has executed this
Promissory Note this 31st day of August, 2001.

BORROWER:                          LOGIX COMMUNICATIONS ENTERPRISES,
                                   INC., an Oklahoma corporation

                                        /s/ CRAIG T. SHEETZ
                                       --------------------------------------
                                       Craig T. Sheetz
                                       President and Chief Executive Officer






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