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Exhibit 10.1.2 AMENDMENT NO. 2
TO
PURCHASE AND LICENSE AGREEMENT
BETWEEN
DOBSON COMMUNICATIONS CORPORATION
AND
NORTEL NETWORKS INC. This Amendment No. 2 (Amendment 2) is effective as of this 9th day of
June 2004, by and between Dobson Communications Corporation (Dobson) and its
Affiliates, as defined in Annex 2, (jointly or individually, as the case may be
(Customer), and Nortel Networks Inc. (hereinafter referred to as Nortel
Networks). WHEREAS,Customer and Nortel Networks entered into a Purchase and License
Agreement effective as of November 16, 2001, as amended (Agreement); and WHEREAS,Customer and Nortel Networks wish to further amend the Agreement as
described herein; NOW, THEREFORE,in consideration of the mutual covenants and other good and
valuable consideration herein contained, the sufficiency of which is hereby
acknowledged, Customer and Nortel Networks hereby agree to amend the Agreement
as follows:  1.
    
    Unless otherwise defined, capitalized terms herein shall have the same
meaning as in the Agreement.2.
    
    The Term as defined in the preamble of the Agreement is hereby extended
for a period ending three (3) years from the effective date of this
Amendment 2.3.
    
    The first two sentences of Section 2b) of the Agreement are amended and
restated as follows:  Customer agrees during the Term of the Agreement to purchase/license, pay
for and accept delivery of Products pursuant to this Agreement in a net
amount (i.e., net price less any applicable discounts, Product Credits,
Purchase Credits or incentives, but Page 1




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DOBSON AND NORTEL NETWORKS CONFIDENTIAL AND PROPRIETARY INFORMATION  exclusive of taxes, shipping, insurance,
and similar charges (Net Price)) totaling not less than an incremental * over and above * previously committed as part of
the Agreement (collectively, Volume Commitment). In the event that
Customer fails to achieve the Volume Commitment prior to the expiration or
termination of the Term of this Agreement, Customer shall promptly pay
Nortel Networks, as a liquidated damage and not as a penalty, an amount
equal to twenty percent (20%) of that portion of the Volume Commitment that
remains unfulfilled.4.
    
    New Section 10g) is added to the Agreement as follows:g) Notwithstanding anything previously stated to Customer or included in
any agreement with Customer, Customer (and each employee, representative, or
other agent of Customer) may disclose to any and all persons, without any
limitation, the tax treatment and tax structure of this Agreement, including
any Orders hereunder, as well as materials detailing the tax treatment and
tax structure. However, specific details of the Agreement, including any
Orders hereunder, not necessary to an understanding of the tax treatment and
tax structure, shall not be disclosed, including, but not limited to,
descriptions of the Products and Services involved and the identity of the
parties involved.5.
    
    The first three sentences of Section 16a) of the Agreement are deleted in
their entirety and replaced by the following:Beginning in calendar year 2004 and during each subsequent calendar year of
the Term and subject to Section 2b) of the Agreement, Customer shall receive
a training credit of * for every * of Customers Net Price payments made
hereunder for Products and Services up to a maximum of * of training credits
per calendar year, to be applied toward tuition fees for Nortel Networks
training products and services (Training Bank Dollars), provided that
Customer notifies Nortel Networks of its intent to apply Training Bank
Dollars toward tuition costs for training prior to Nortel Networks issuance
of invoices for such training. Any Training Bank Dollars not used within
two (2) years of the date they are earned shall be deemed forfeited by
Customer and have no cash value.6.
    
    Upon execution of this Amendment 2, Customers Co-Marketing Purchase
Commitments as originally stated in Sections 17a) and 17b) of the
Agreement are hereby considered fulfilled by Customer, and Nortel Networks
shall pay the outstanding July 15, 2004 Co-Marketing Fund Payment of *.As of the effective date of this Amendment 2, Sections 17a) and 17b) of the
Agreement shall be amended and restated as follows: Page 2




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DOBSON AND NORTEL NETWORKS CONFIDENTIAL AND PROPRIETARY INFORMATION   a) Subject to this Section 17, in each of calendar years 2005 and 2006,
Nortel Networks will provide Customer with a sum of money to be used for
Customers marketing and/or advertising wherein Nortel Networks equipment
is featured and/or referenced (Co-Marketing Funds). Nortel Networks will
submit Co-Marketing Fund payments based on the following schedule: Payment Date
    
    Co-Marketing Fund PaymentJanuary 15, 2005
    
    $
    *July 15, 2005
    
    $
    *January 15, 2006
    
    $
    *July 15, 2006
    
    $
    *
  However, in the event that Customer terminates its NASCAR sponsorship
agreement, (i) Customer shall immediately provide written notice thereof to
Nortel Networks; and (ii) following receipt of such notice by Nortel
Networks, the parties shall renegotiate in good faith the remaining
Co-Marketing Fund payments relative to the unfulfilled portion of the
Co-Marketing Purchase Commitments as described below and to reflect the
reduction in Customers payments for its NASCAR sponsorship agreement.In consideration for such Co-Marketing Funds, Customer agrees to Order, pay
for and accept Products with a minimum cumulative Net Price of i) * of the
Volume Commitment during the calendar years 2004 and 2005, and ii) * during
the calendar year 2006 less the amount in excess of * attributable to
Customers Order, payment and acceptance of Products cumulatively in
calendar years 2004 and 2005 (collectively, Co-Marketing Purchase
Commitments).b) In the event Customer does not fulfill either or both of its Co-Marketing
Purchase Commitments, Nortel Networks will determine the amount of the
unearned Co-Marketing Funds relative to the percentage of the commitment not
met and invoice Customer for the amount of the unearned Co-Marketing Funds
accordingly. Customer agrees to pay such invoice within thirty (30) days of
receipt. In such event, Nortel Networks may suspend any further Co-Marketing
Fund Payments.By way of example only, if Customer purchases Products with a cumulative Net
Price of * during the calendar years 2004 and 2005, then Nortel Networks
will invoice Customer for an amount equal to one-half of the Co-Marketing
Funds provided during the calendar year 2005 or * and Nortel Networks may
suspend Co-Marketing Fund payments in accordance with this Section.By way of further example only, if Customer purchases Products with a
cumulative Net Price of * during the calendar year 2006, and a cumulative
Net Price of * during the calendar years 2004 and 2005, then Nortel Networks
shall invoice Customer for an amount Page 3




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DOBSON AND NORTEL NETWORKS CONFIDENTIAL AND PROPRIETARY INFORMATION  equal to twenty-five percent of the
Co-Marketing funds provided during the calendar year 2006 or *.By way of final example only, if Customer purchases Products with a
cumulative Net Price of * during the calendar year 2006, and a cumulative
Net Price of * during the calendar years 2004 and 2005, then each of the
Co-Marketing Purchase Commitments will be deemed to be fulfilled by
Customer.Nortel Networks and Dobson will meet periodically during each calendar year
to review Customers progress towards fulfillment of the purchase amounts
specified in Section 17a) above and Customers cumulative qualifying
purchases of Nortel Networks Products in such calendar year. In the event
that Customer fails to make purchases at the levels discussed above or
Customer is in breach of the Agreement, Nortel Networks shall not be
obligated to provide any Co-Marketing Funds. The Co-Marketing Funds
provided herein are non-transferable and any attempt to do so is void.7.
    
    Section 17f) and all references thereto in the Agreement are deleted in
their entirety.8.
    
    Section 17g) is amended and restated in its entirety as follows:g) If, during each of calendar years 2004 through 2006, Customer purchases
and makes full payment for Products with a minimum total Net Price of * per
year, Nortel Networks shall contribute to Customers internal appreciation
and other approved programs in the same calendar year as such annual
purchase amount is achieved, unless the conditions of Section 17(h) have not
been satisfied. The contributions shall be used for the events listed below
or other similar programs in amounts no less than those indicated during
each such calendar year:  1)
    
    Customers Circle of Excellence Program / Annual
Managers Conference  *;2)
    
    Customers Presidents Club Program  *; and3)
    
    Customers Invitational Program (limited to one event
per calendar year)  *.  Nortel Networks and Dobson will meet periodically during each calendar year
to review Customers progress towards fulfillment of the * annual purchase
amount and Customers cumulative qualifying purchases of Nortel Networks
Products in such calendar year. In the event that Customer fails to make
purchases at the levels discussed above or Customer is in breach of the
Agreement, Nortel Networks shall not be obligated to make any
contributions. Page 4




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DOBSON AND NORTEL NETWORKS CONFIDENTIAL AND PROPRIETARY INFORMATION  9.
    
    Section 23, GSM/GPRS Network Purchase Commitment, and all references
thereto in the Agreement are deleted in their entirety.10.
    
    Section 24, Service and Support Plan, of the Agreement is amended and
restated as follows:24. Service and Support PlanSubject to Customers satisfaction of the GSM/GPRS Overlay Commitment,
Nortel Networks will provide Customer with the extended support Services as
described in Supplemental Terms Annex 5, attached hereto and incorporated
herein as Schedule A to this Amendment 2 (Support Services Statement of
Work) for the Nortel Networks GSM/GPRS Products, as described herein, and all other Products
purchased pursuant to this Agreement. Such extended support Services will
be provided to Customer at no additional cost until the expiration or
termination of this Agreement, and will be provided only after expiration of
the initial applicable warranty period. The extended support Services
provided herein are non-transferable and any attempt to do so is void.11.
    
    New Sections 28 through 32 inclusive are added to the Agreement as
follows:28. GSM/GPRS Software License Fees a) This Section 28 shall not be in effect until Customer fulfills the
purchase and payment obligations for the Software portion of the
GSM/GPRS Overlay Commitment as described in Section 22 of the
Agreement. Specifically, Customer shall purchase the following
GSM/GPRS Software loads in the quantities specified in Supplemental
Terms Annex 3 to the Agreement:  
    
    NSS17
    
    GEM 17 HLR
    
    BSS 14.3
    
    GPRS 5.0
    
    OAM 4.1 For clarity, the EDGE Software is not included in any of the above
GSM/GPRS Software loads, and Customer must place an Order for the fees
specified in Schedule C to this Amendment 2, Supplemental Terms Annex 8
to the Agreement, to receive the license to use such EDGE Software.  b)
    
    Customer agrees to license the GSM/GPRS Software
(hereinafter the GSM/GPRS Software License) and the following
terms shall apply: (i) Within 30 days after the earlier to occur of: (A) completion
of the GSM/GPRS Overlay implementation, or (B) December 31, 2004,
Nortel Networks will perform a GSM/GPRS Software feature audit to
establish a Page 5




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DOBSON AND NORTEL NETWORKS CONFIDENTIAL AND PROPRIETARY INFORMATION GSM/GPRS Network Software baseline for the Customer.
GSM/GPRS Software features that are activated and utilized as of
the date that the audit is completed will be deemed as the
GSM/GPRS Network Software Baseline for the purpose of
determining the GSM/GPRS Software License fees. (ii) Customer shall place an Order for the license to use the next
available Software release as identified below from the relevant
Software which comprises the GSM/GPRS Network Software Baseline in
accordance with the following GSM/GPRS Software License fees:  
    
    * per GSM switching system for the
next available NSS base Software release;
    
    * per Serving GPRS Support Node
(SGSN) system for the next available GPRS base Software
release;
    
    * per Gateway GPRS Support Node
(GGSN) system for the next available GPRS base Software
release; and/or
    
    In accordance with the BSS Software
license pricing schedule below per active BSC for the
next available BSS base Software release: BSC 600
    
    $
    *BSC 900
    
    $
    *BSC 1200
    
    $
    *BSC 1500
    
    $
    *BSC 1800
    
    $
    *BSC 2100
    
    $
    *BSC 2400
    
    $
    *BSC 2700
    
    $
    *BSC 3000
    
    $
    *
 Any additional Software features and functionality that are not
included within the GSM/GPRS Network Software Baseline will be
charged to Customer and priced in accordance with Nortel Networks
then current list prices less applicable discounts in accordance
with Section 22c) of the Agreement. These GSM/GPRS Software License fees are inclusive of any and all
Nortel Networks standard upgrade Services and one night process
(ONP) charges required to perform the GSM/GPRS Network upgrade.
These GSM/GPRS Software License fees are exclusive of any Hardware
required to operate the Software. Page 6




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DOBSON AND NORTEL NETWORKS CONFIDENTIAL AND PROPRIETARY INFORMATION (iii) The GSM/GPRS Software License shall be limited to 1,000,000
Subscribers during the Term of the Agreement. If Customer
requires additional Subscribers over and above such Subscriber
limit, additional license fees in accordance with Nortel Networks
then current list prices less applicable discounts as quoted by
Nortel Networks shall apply. The GSM/GPRS Software License shall
be granted upon delivery of the applicable Software. (iv) Provided that Customer is not in breach of the license in
Section 4 of the Agreement, Customers right to use the relevant
GSM/GPRS Software shall continue so long as the designated
GSM/GPRS Hardware for which such Software is licensed for use
remains in use by Customer.  29.
    
    GSM R4 Trial and Purchase CommitmentNortel Networks will provide Customer with certain pre-general release
GSM remote peripheral (GSM R4) products, when available, on a
verification office (VO) trial basis subject to the parties
execution of a trial agreement therefor. The parties agree to jointly
develop a written GSM R4 VO Trial Test Plan, which shall include at a
minimum (1) a description of the tests to be performed during the trial
term (Trial Tests) and (2) criteria under which the Trial Tests shall
be deemed successful (Test Criteria). In the event the GSM R4
products successfully meet the VO Test Criteria, Customer agrees to
purchase the GSM R4 VO trial products in accordance with the pricing
and payment terms mutually agreed to by the parties in the trial
agreement.30.
    
    GSM/GPRS Equipment Pricing  Project ExodusNortel Networks has established a GSM/GPRS Equipment pricing schedule
for GSM/GPRS components (Project Exodus Pricing) in accordance with
the guidelines established in Supplemental Terms Annex 3 to the
Agreement. The Project Exodus Pricing schedule is detailed in
Supplemental Terms Annex 8 to the Agreement, which is attached hereto
as Schedule C. Any and all components that are not identified in this
pricing schedule are subject to the GSM/GPRS pricing guidelines
established in Supplemental Terms Annex 3 to the Agreement.31.
    
    Universal Mobile Telephone System 1900 Megahertz (UMTS) Trial and
Purchase CommitmentNortel Networks will provide Customer with certain UMTS products, when
available, on a trial basis subject to the parties execution of a
trial agreement therefor. The parties agree to jointly develop a
written UMTS Trial Test Plan, which shall include at a minimum (1) a
description of the Trial Tests to be performed during the trial term
and (2) Test Criteria under which the UMTS Trial Tests shall be deemed
successful. In the event the UMTS products Page 7




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DOBSON AND NORTEL NETWORKS CONFIDENTIAL AND PROPRIETARY INFORMATION  successfully meet the Test
Criteria, Customer agrees to purchase the UMTS trial products in
accordance with the pricing and payment terms mutually agreed to by the
parties in the trial agreement. Page 8




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DOBSON AND NORTEL NETWORKS CONFIDENTIAL AND PROPRIETARY INFORMATION  32.
    
    EDGE Software Commitmenta) As a result of the delays related to the availability of Nortel
Networks EDGE Software: (i) Nortel Networks will provide * of Product Credits which
Customer may use to purchase Adaptive Multi-Rate Software licenses
(AMR Product Credits) under the Agreement. AMR Product Credits
may be applied at the rate of one hundred percent of the AMR
Software license fees on Orders placed by Customer after the
effective date of this Amendment 2. (ii) Nortel Networks will provide * of Product Credits which
Customer may use to purchase Products and Services under the
Agreement. Notwithstanding anything to the contrary set forth in
the Agreement, such Product Credits may be applied at the rate not
greater than twenty-five percent of the Net Price of Orders placed
by Customer after January 1, 2005.  b) On or before May 15, 2004, Nortel Networks will deliver a
pre-general release, unsupported EDGE Software load to Customer only
for Customers evaluation and testing purposes in a lab environment.
In the event that Nortel Networks fails to deliver such EDGE Software
load on or before May 15, 2004, Nortel Networks will provide * of
Product Credits which Customer may use to purchase Products and
Services under the Agreement. Notwithstanding anything to the contrary
set forth in the Agreement, such Product Credits may be applied at the
rate of one hundred percent of the Net Price of Orders placed by
Customer after May 15, 2004.c) In the event that Customer places such pre-general release,
unsupported EDGE Software load (or any subsequent EDGE Software load
delivered by Nortel Networks to Customer) into revenue-generating or
commercial use prior to August 16, 2004, (i) Customer shall place an
Order for the EDGE Software licenses in accordance with the fees
specified in Schedule C to this Amendment 2 (Supplemental Terms Annex
8  GSM/GPRS Equipment Pricing Schedule  Project Exodus), and (ii)
Section 32d) of the Agreement shall be deemed to be deleted in its
entirety. Additionally, if Customer elects to do so without Nortel
Networks prior written consent, Customer shall (A) forfeit any unused
Product Credits provided by Nortel Networks pursuant to Section 32a) of
the Agreement as of the date such EDGE Software load is first placed
into revenue-generating or commercial use (such forfeited Product
Credits have no cash value), and (B) pay to Nortel Networks an amount
equal to the Net Price of Products and Services for which Customer used
such Product Credits pursuant to Section 32a) of the Agreement. Such
payment shall be due upon receipt of invoice and payable by Customer
within 30 days. Page 9




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DOBSON AND NORTEL NETWORKS CONFIDENTIAL AND PROPRIETARY INFORMATION  d) Nortel Networks will deliver to Customer, no later than August 16,
2004, a pre-general release EDGE Software load supported by Nortel
Networks in accordance with the technical support procedures set forth
in Schedule A to this Amendment 2 (Supplemental Terms
Annex 5 
Support Services Statement of Work) allowing for a full deployment in
Customers network. In the event that Nortel Networks is unable to
deliver such EDGE Software load by August 16, 2004, Customer shall have
until August 30, 2004 to notify Nortel Networks in writing of
Customers decision to not comply with Section 2b) (Volume Commitment)
of the Agreement. (i) If Customer fails to so notify Nortel Networks by August 30,
2004, Customer shall continue to be obligated to comply with such
section of the Agreement. (ii) In the event that Customer does give such notice on or prior
to August 30, 2004, then Sections 2b) (Volume Commitment), 12
(Equipment in Acquired Locations) and 13 (Last Bid
Opportunity) shall no longer apply to either party. Specifically,
Customer shall be relieved of its Volume Commitment and associated
liquidated damages payment obligations pursuant to Section 2b) of
the Agreement. In addition, (A) any Training Bank Dollars earned
by Customer pursuant to Section 16 (Training Credits) of the
Agreement and not used by the date of such written notice shall be
deemed forfeited by Customer and have no cash value; (B) Customer
shall be relieved of its Co-Marketing Purchase Commitment
obligations, and Nortel Networks shall be relieved of making any
Co-Marketing Fund payments to Customer in 2005 and 2006, under
Sections 17a) and 17b) of the Agreement; (C) Section 30 (GSM/GPRS
Equipment Pricing  Project Exodus) of the Agreement and Schedule
C to this Amendment 2 (Supplemental Terms Annex 8  GSM/GPRS
Equipment Pricing Schedule  Project Exodus Pricing) shall be
deemed to be deleted in their entirety (For clarity, the GSM/GPRS
Software License Fees to be paid by Customer as of the date of
such written notice shall be in accordance with Nortel Networks
then current list prices less applicable discounts in accordance
with Amendment 1 to the Agreement.); and (D) Nortel Networks shall
invoice Customer for the price of all extended support Services
provided to Customer pursuant to Section 24 (Service and Support
Plan) beginning on the date of such written notice to the end of
the Term at Nortel Networks then current list price for such
Services. Customer agrees to pay such invoice within thirty (30)
days of receipt thereof.  e) The Product Credits provided to Customer pursuant to this Section 32
are non-transferable and any attempt to do so is void. Any such
Product Credits not used by December 31, 2005 shall be deemed forfeited
by Customer and have no cash value. Purchases of Products and Services
with such Product Credits will Page 10




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DOBSON AND NORTEL NETWORKS CONFIDENTIAL AND PROPRIETARY INFORMATION  not count towards Customers purchase commitments and/or accruals under the
Agreement, including, without limitation, the Volume Commitment,
Co-Marketing Purchase Commitments, GSM/GPRS Overlay Commitment and/or
accrual of Training Bank Dollars under the Agreement.f) All EDGE Software loads provided by Nortel Networks pursuant to this
Section 32 are licensed to Customer in accordance with the terms of
Section 4 (Licensed Use of Software) of the Agreement.  12.
    
    Supplemental Terms Annex 2 to the Agreement is amended by deletion of
references to the following three former Dobson Affiliates. SANTA CRUZ CELLULAR TELEPHONE, INC.
SYGNET LEASE CO., LLC
SYGNET COMMUNICATIONS, INC.  13.
    
    The following Annexes are amended and restated as attached hereto. Such
revised Annexes are incorporated by reference herein and form an integral
part of the Agreement.  a.
    
    Supplemental Terms Annex 5  Support Services Statement of Work,
attached as Schedule A to this Amendment 2b.
    
    Supplemental Terms Annex 6  GSM/TDMA Overlay Antenna Sharing,
attached as Schedule B to this Amendment 2  All references to Schedule C to this Amendment 1 shall be replaced by the
words Schedule A to Amendment 2 in the Agreement. All references to
Schedule D to this Amendment 1 shall be replaced by the words Schedule B
to Amendment 2 in the Agreement.14.
    
    Supplemental Terms Annex 8  GSM/GPRS Equipment Pricing
Schedule 
Project Exodus Pricing, attached hereto as Schedule C to this Amendment 2,
is added to the Agreement. Such new Annex is incorporated by reference
herein and forms an integral part of the Agreement.15.
    
    Section 13a) is amended and restated in its entirety as follows:  a)
    
    In the event Section 12 (Equipment in Acquired Locations) is not
applicable, in each case in which Customer requests one or more
infrastructure vendors to provide a bid or offer to sell equipment
and/or services of a type that is functionally equivalent for
Customers intended use to the Products and Services sold by Nortel
Networks, including, but not limited to, wireless and R4 Media Gateway
equipment, Customer shall give Nortel Networks an opportunity to
provide a last bid or offer to sell its equipment after all other
vendors have made their final bid(s) or offer(s) (Last Bid) in
accordance with Section 13(b), below. Such Last Bid may be Nortel
Networks first opportunity to bid or offer, or may be a bid or offer
by Nortel Networks subsequent to its first bid or offer. Customer is
not required to accept the Last Bid as the winning bid or offer. Page 11




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DOBSON AND NORTEL NETWORKS CONFIDENTIAL AND PROPRIETARY INFORMATION Except as expressly modified by this Amendment 2, the Agreement remains
unchanged and in full force and effect. *Confidential information has been omitted and filed separately with the
Securities and Exchange Commission. IN WITNESS WHEREOF, the parties have caused this Amendment 2 to be executed by
their duly authorized representatives. DOBSON COMMUNICATIONS
CORPORATION
    
    NORTEL NETWORKS INC.By:
    
    /s/ Timothy J. Duffy
    
    By:
    
    /s/ Peter MackinnonName:
    
    Timothy J. Duffy
    
    Name:
    
    Peter MackinnonTitle:
    
    CTO and Sr. Vice President Net Ops
    
    Title:
    
    President Wireless SVC ProvidersDate:
    
    6/9/04
    
    Date:
    
    6/10/04
 Page 12