exv10w1



 





EXHIBIT 10.1




DOBSON AND NORTEL NETWORKS CONFIDENTIAL AND PROPRIETARY INFORMATION




AMENDMENT NO. 3




TO




PURCHASE AND LICENSE AGREEMENT




BETWEEN




DOBSON COMMUNICATIONS CORPORATION




AND




NORTEL NETWORKS INC.




This Amendment No. 3 (“Amendment 3”) is effective as of this 29th day of August 2006, 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, Amendment 1 thereto effective as of August 5, 2002, and Amendment 2 thereto
effective as of June 9, 2004 (collectively, the “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 through December 31,
2008.






	3.	 	The first three sentences of Section 2b) of the Agreement are deleted in their entirety and
replaced by the following:





	 	 	 
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“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 exclusive of taxes, shipping,
insurance, and similar charges (“Net Price”)) totaling not less than an incremental [*] over and
above the [*] 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 five percent (5%) of that portion of the
Volume Commitment that remains unfulfilled.



Such liquidated damages amount shall be due and payable within thirty (30) days of Nortel Networks’
invoice therefor.”




	4.	 	Customer’s Co-Marketing Purchase Commitments and Nortel Networks’ obligation to provide
Co-Marketing Funds with respect to the calendar year 2005 as set forth in Sections 17a) and
17b) of the Agreement are hereby considered fulfilled.





The parties hereby mutually agree that Customer’s Co-Marketing Purchase Commitments and Nortel
Networks’ obligation to provide Co-Marketing Funds with respect to the calendar year 2006 as set
forth in Sections 17a) and 17b) of the Agreement are hereby terminated as of January 1, 2006,
without liability or further obligation to either party.




	5.	 	Section 17g) is deleted in its entirety and replaced as follows:





“g) If, Customer purchases/licenses and makes full payment for Products with a total Net Price of
not less than (i) [*] during calendar year 2006; (ii) [*] during calendar year 2007, less any
amount in excess of [*] attributable to purchases/licenses and full payment of Products by Customer
cumulatively in calendar year 2006; and (iii) the total remaining unfulfilled Volume Commitment
during the calendar year 2008, Nortel Networks shall contribute to Customer’s internal appreciation
and other approved programs as set forth below in the same calendar year as such annual purchase
amount is achieved, unless the conditions of Section 17h) have not been satisfied. The
contributions shall be used for the events listed below or other similar programs approved in
writing by Nortel Networks in amounts no less than those indicated during each such calendar year:




	 	1)	 	Customer’s President’s Club Program / Customer’s Circle of Excellence Program
/ Annual Manager’s Conference – [*] (i.e., cumulative total of [*] per calendar year
with actual contribution amounts per event to be mutually agreed); and







 




			
	*	 	Confidential information has been omitted and filed separately with the SEC.





	 	 	 
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	 	2)	 	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 such annual purchase amounts and Customer’s cumulative qualifying
purchases/licenses of Nortel Networks Products in such calendar year. In the event that Customer
fails to make purchases/licenses at the levels discussed above or Customer is in breach of the
Agreement, Nortel Networks shall not be obligated to make any such contributions.”




	6.	 	Section 24, Service and Support Plan, of the Agreement is amended and restated as follows:





     “24. Service and Support Plan



In consideration of the incremental Volume Commitment made by Customer pursuant to Section 3 of
this Amendment 3, Nortel Networks will provide Customer with the extended support Services as
described in Supplemental Terms Annex 5, attached hereto and incorporated herein as Schedule B to
this Amendment 3 (“Support Services Statement of Work”) for the Nortel Networks GSM/GPRS/UMTS Data
Core 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.”




	7.	 	The first sentence of sub-paragraph (iii) in Section 28 (GSM/GPRS Software License Fees) of
the Agreement is deleted in its entirety.






	8.	 	New Sections 33 and 34 are added to the Agreement as follows:





     “33. Universal Mobile Telephone System (“UMTS”) Commitment



     (a) In consideration of the purchase incentives, terms and conditions made available to
Customer by Nortel Networks pursuant to Amendment 3, Customer hereby agrees and warrants that, for
the period commencing on the effective date of Amendment 3 and ending on the expiration of the
Term, Customer shall provide Nortel Networks with a UMTS award and will keep all of its data
networks comprised of one hundred percent (100%) of Nortel Networks’ UMTS-type data core products
and associated services (“UMTS Commitment”).



     (b) Prior to a purchase/license of any other vendor’s UMTS-type products and/or services,
Customer shall notify Nortel Networks in writing (“Notification”) of the features, functionality,
delivery and other relevant information and specifications (“Requirements”) that it proposes to
purchase/license. Nortel Networks shall respond





 




			
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within ten (10) business days of receiving theNotification with a written proposal for Nortel
Networks’ solution to meet the Requirements. If Customer reasonably and in good faith believes
that Nortel Networks’ proposal does not substantially meet the Requirements or if Nortel Networks
does not timely respond to the Notification, then Customer may purchase such other vendor’s
solution on terms and conditions identified in the Notification. Otherwise, Customer shall
purchase/license such UMTS-type products and services from Nortel Networks.




       34. HePA Products




	 	 	In consideration of the incremental Volume Commitment made by Customer pursuant to Section
3 of this Amendment 3, Nortel Networks will provide at no additional charge to Customer a
cumulative quantity of [*] Nortel Networks High Power edge-capable Power Amplifier products
(each a “HePA Product”).”
	 
	9.	 	Supplemental Terms Annex 8 – GSM/GPRS Equipment Pricing Schedule — Project Exodus Pricing,
attached as Schedule C to Amendment 2 to the Agreement, is deleted in its entirety and
replaced by revised Supplemental Terms Annex 8 – GSM/GPRS Equipment Pricing Schedule — Project
Exodus Pricing, attached as Schedule A to this Amendment 3 to the Agreement. All references
to “Schedule C to Amendment 2 to the Agreement” are deemed changed to “Schedule A to Amendment
3 to the Agreement”. Such revised Annex (i) includes revised AMR Software and DRX/ePA
Products pricing; (ii) adds pricing for HePA Products; (iii) includes BTS pricing with HePA
Product option; and (iv) is incorporated by reference herein and forms an integral part of the
Agreement.
	 
	10.	 	Supplemental Terms Annex 5 – Support Services Statement of Work, attached as Schedule A to
Amendment 2 to the Agreement, is deleted in its entirety and replaced by revised Supplemental
Terms Annex 5 – Support Services Statement of Work, attached as Schedule B to this Amendment 3
to the Agreement, which is incorporated by reference herein and forms an integral part of the
Agreement. All references to “Schedule A to Amendment 2 to the Agreement” are deemed changed
to “Schedule B to Amendment 3 to the Agreement”.
	 
	11.	 	The Letter of Agreement to Tim Duffy effective as of March 20, 2006, between the parties is
hereby deemed to be terminated and superceded in its entirety by this Amendment 3.




Except as expressly modified by this Amendment 3, the Agreement remains unchanged and in full force
and effect.






 




			
	*	 	Confidential information has been omitted and filed separately with the SEC.





	 	 	 
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IN WITNESS WHEREOF, the parties have caused this Amendment 3 to be executed by their duly
authorized representatives.



	 	 	 	 	 	 	 	 	 
	DOBSON COMMUNICATIONS CORPORATION	 	 	 	NORTEL NETWORKS INC.
	 
	 	 	 	 	 	 	 	 
	By:

	 	/s/ Timothy J. Duffy
	 	 	 	By:
	 	/s/ Erlene Ho Dotson
	 

	 	 
	 	 	 	 	 	 
	Name: Timothy J. Duffy	 	 	 	Name: Erlene Ho Dotson
	Title: CTO, Sr. Vice President	 	 	 	Title: Director, Contracts
	Date: August 25, 2006	 	 	 	Date: 8-29-06






	 	 	 
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DOBSON
AND NORTEL NETWORKS CONFIDENTIAL AND PROPRIETARY INFORMATION


Schedule A to Amendment 3




Supplemental Terms

Annex 8

to the

Purchase and License Agreement

between

Nortel Networks Inc.

and

Dobson Communications Corporation



[*]






 




			
	*	 	Confidential information has been omitted and filed separately with the SEC (1 page).