WARRANT AGREEMENT Dated as of March 23, 2004 between GRANDE COMMUNICATIONS HOLDINGS, INC. and U.S. BANK NATIONAL ASSOCIATION as Warrant AgentWarrant Agreement • March 20th, 2009 • Grande Communications Holdings, Inc. • Radiotelephone communications • New York
EMPLOYMENT AGREEMENTEmployment Agreement • May 8th, 2007 • Grande Communications Holdings, Inc. • Radiotelephone communications • Texas
THIS EMPLOYMENT AGREEMENT (this “Agreement”) is entered into as of May 2, 2007 (the “Effective Date”) between Grande Communications Networks, Inc., a Delaware corporation with principal offices located in San Marcos, Texas (the “Company”), and William C. “Chad” Jones, Jr. (the “Executive”).
INCENTIVE STOCK OPTION AGREEMENT (Series H Preferred Stock)Incentive Stock Option Agreement • July 5th, 2006 • Grande Communications Holdings, Inc. • Radiotelephone communications • Delaware
An Incentive Stock Option (the “Option”) to purchase a total of [ ] shares of Series H Preferred Stock (collectively, “Option Shares”) of Grande Communications Holdings, Inc. (the “Company”), is hereby granted to [ ] (the “Grantee”) at the Option Price determined in this Incentive Stock Option Agreement (this “Award Agreement”) and in all respects subject to the terms, definitions and provisions of the Grande Communications Holdings, Inc. Amended and Restated 2000 Stock Incentive Plan (the “Plan”), which Plan is incorporated herein by reference, except to the extent otherwise expressly provided in this Award Agreement.
LEASE AGREEMENT BETWEEN GRAND HP, LTD. as Landlord, andLease Agreement • March 20th, 2009 • Grande Communications Holdings, Inc. • Radiotelephone communications • Texas
This Lease Agreement (this “Lease”), entered into this 27 day of June , 2006, by and between Grand HP, Ltd. (“Landlord”), and Grande Communications Networks, Inc. (“Tenant”), amends and restates that certain original lease agreement entered into on Nov. 21, 2000, by and between the parties hereto (the “Original Lease”). The Original Lease pertained to the Premises as defined herein, plus an adjacent lot and improvements thereon. For financing and expansion purposes, the Original Lease is being split into two separate and distinct leases, one of which is this Lease.
AMENDMENT TO EMPLOYMENT AGREEMENTEmployment Agreement • March 31st, 2008 • Grande Communications Holdings, Inc. • Radiotelephone communications
This Amendment to Employment Agreement (this “Amendment”) is entered into as of February 5, 2008 (the “Effective Date”) by and between Grande Communications Networks, Inc., a Delaware corporation (the “Company”), and W.K.L. “Scott” Ferguson, Jr. (the “Executive”).
CONSENTSystem Purchase Agreement • August 13th, 2004 • Grande Communications Holdings, Inc. • Radiotelephone communications • Texas
The downstream RF performance characteristics of the Deep Fiber HFC system can be realized in the following tables. This performance expectation is based on a fundamental system configuration including a Marconi Specified Transmitter and does not include the cascading of multiple EDFAs between the Marconi FOA at the transmitter and the FOA at the RDT.
FORM OF GENERAL RELEASE OF CLAIMSGeneral Release of Claims • September 18th, 2009 • Grande Communications Holdings, Inc. • Radiotelephone communications • Texas
This General Release of Claims (“Release”) is by and between Grande Communications Networks LLC, a Delaware limited liability company and successor-in-interest to Grande Communications Networks, Inc. (the “Company”), and ______________ (“Employee”).
AMENDMENT NO. 2 TO PURCHASE AND LICENSE AGREEMENT BETWEEN GRANDE COMMUNICATIONS NETWORKS, INC. AND NORTEL NETWORKS INC.Purchase and License Agreement • May 14th, 2009 • Grande Communications Holdings, Inc. • Radiotelephone communications
This Amendment No. 2 to the Purchase and License Agreement is made effective as of December 31, 2008 (the “Amendment No. 2 Effective Date”) by and between Nortel Networks Inc. (“Nortel”) and Grande Communications Networks, Inc. (“Customer”).
SECOND AMENDMENT TO EMPLOYMENT AGREEMENTEmployment Agreement • March 31st, 2008 • Grande Communications Holdings, Inc. • Radiotelephone communications
This Second Amendment to Employment Agreement (this “Second Amendment”) is entered into as of February 5, 2008 (the “Effective Date”) by and between Grande Communications Networks, Inc., a Delaware corporation (the “Company”), and Roy H. Chestnutt (the “Executive”).
AMENDED AND RESTATED LIMITED PARTNERSHIP AGREEMENT OF GRANDE INVESTMENT L.P. A Delaware Limited Partnership Dated as of September 14, 2009Limited Partnership Agreement • September 18th, 2009 • Grande Communications Holdings, Inc. • Radiotelephone communications • Delaware
AMENDED AND RESTATED LIMITED PARTNERSHIP AGREEMENT (this “Agreement”) dated as of September 14, 2009 of Grande Investment, L.P., a Delaware limited partnership (the “Partnership”), by and among the Partnership and the Persons from time to time parties to this Agreement and listed as Partners on Schedule B attached hereto. Capitalized terms used herein and not otherwise defined herein shall have the meanings assigned to such terms in Section 1.1 hereof.
NONQUALIFIED STOCK OPTION AGREEMENT (Common Stock – Regular)Nonqualified Stock Option Agreement • July 5th, 2006 • Grande Communications Holdings, Inc. • Radiotelephone communications • Delaware
A Nonqualified Stock Option (the “Option”) to purchase a total of [ ] shares of common stock (collectively, “Option Shares”) of Grande Communications Holdings, Inc. (the “Company”) is hereby granted to [ ] (the “Grantee”) at the Option Price determined in this Nonqualified Stock Option Agreement (this “Award Agreement”) and in all respects subject to the terms, definitions and provisions of the Grande Communications Holdings, Inc. Amended and Restated 2000 Stock Incentive Plan (the “Plan”), which Plan is incorporated herein by reference, except to the extent otherwise expressly provided in this Award Agreement.
INCENTIVE STOCK OPTION AGREEMENT (Common Stock – Regular)Incentive Stock Option Agreement • July 5th, 2006 • Grande Communications Holdings, Inc. • Radiotelephone communications • Delaware
An Incentive Stock Option (the “Option”) to purchase a total of [ ] shares of Common Stock (collectively, “Option Shares”) of Grande Communications Holdings, Inc. (the “Company”), is hereby granted to (the “Grantee”) at the Option Price determined in this Incentive Stock Option Agreement (this “Award Agreement”) and in all respects subject to the terms, definitions and provisions of the Grande Communications Holdings, Inc. Amended and Restated 2000 Stock Incentive Plan (the “Plan”), which Plan is incorporated herein by reference, except to the extent otherwise expressly provided in this Award Agreement.
FORM OF CONSULTING AGREEMENTConsulting Agreement • September 18th, 2009 • Grande Communications Holdings, Inc. • Radiotelephone communications • Texas
This Consulting Agreement (“Agreement”), dated as of __________, 2009, is by and between Grande Communications Networks LLC, a Delaware limited liability company and successor-in-interest to Grande Communications Networks, Inc. (the “Company”), and Roy H. Chestnutt (“Chestnutt”). In the event the Transaction (as defined herein) is not consummated, this Agreement shall be null and void.
Amendment No. 4 to the System Purchase AgreementSystem Purchase Agreement • January 8th, 2007 • Grande Communications Holdings, Inc. • Radiotelephone communications
This Amendment No. 4 (“Amendment”) to the System Purchase Agreement is made as of August 13, 2004 by and between Advanced Fibre Access Corporation, a wholly-owned subsidiary of Advanced Fibre Communications, Inc. (collectively “AFC”), and Grande Communications, Inc,, a Delaware corporation (“Grande”).
FIRST AMENDMENT TO GUARANTY AND SURETYSHIP AGREEMENTGuaranty and Suretyship Agreement • September 18th, 2009 • Grande Communications Holdings, Inc. • Radiotelephone communications
THIS FIRST AMENDMENT TO GUARANTY (this “Amendment”) is made as of this 14th day of September, 2009, by and between GRC (TX) LIMITED PARTNERSHIP a Delaware limited partnership, as landlord (“Landlord”), and GRANDE COMMUNICATIONS HOLDINGS, INC., a Delaware corporation, as guarantor (“Holding”) and RIO GP, LLC, a Nevada limited liability company (“Rio GP”) together with Holding, “Guarantor”).
FORM OF SEPARATION AGREEMENT AND FULL RELEASE OF CLAIMSSeparation Agreement • September 18th, 2009 • Grande Communications Holdings, Inc. • Radiotelephone communications • Texas
This Separation Agreement and Full Release of Claims (this “Release”) is by and between Grande Communications Networks LLC, a Delaware limited liability company and successor-in-interest to Grande Communications Networks, Inc. (the “Company”) and Roy H. Chestnutt (“Employee”).
INDEMNIFICATION AGREEMENTIndemnification Agreement • July 22nd, 2009 • Grande Communications Holdings, Inc. • Radiotelephone communications • Delaware
THIS INDEMNIFICATION AGREEMENT (the “Agreement”) is made and entered into as of ___________, 2009 between Grande Communications Holdings, Inc., a Delaware corporation (the “Company”), and __________ (“Indemnitee”).
GRANDE COMMUNICATIONS HOLDINGS, INC. FOURTH AMENDED AND RESTATED INVESTOR RIGHTS AGREEMENTInvestor Rights Agreement • May 18th, 2004 • Grande Communications Holdings, Inc. • Delaware
This Fourth Amended and Restated Investor Rights Agreement (the “Agreement”) is entered into as of this 27th day of October, 2003 by and among Grande Communications Holdings, Inc., a Delaware corporation (the “Company”), each existing holder of Preferred Stock and Warrants of the Company set forth on Schedule 1 attached hereto (each a “Current Investor” and collectively the “Current Investors”), each existing holder of Common Stock of the Company set forth on Schedule 2 attached hereto (each a “Founder” and collectively the “Founders”) and each of those persons and entities whose names are set forth on Schedule 3 attached hereto (each a “New Investor” and collectively the “New Investors”). The Current Investors and the New Investors are referred to collectively as the “Investors”, and the Investors and the Founders are referred to collectively as the “Stockholders.”
SEPARATION AGREEMENT AND FULL AND FINAL RELEASE OF CLAIMSSeparation Agreement • November 10th, 2008 • Grande Communications Holdings, Inc. • Radiotelephone communications
Jeffrey A. Brennan, (“Employee”) and Grande Communications Networks, Inc., a Delaware corporation (the “Company”), enter into this Separation Agreement and Full and Final Release of Claims (this “Agreement”), (Employee and the Company are, collectively, the “Parties”), and the Parties agree as follows:
FIRST AMENDMENT TO LEASELease Agreement • September 18th, 2009 • Grande Communications Holdings, Inc. • Radiotelephone communications
THIS FIRST AMENDMENT TO LEASE (this “Amendment”) is made as of this 14th day of September, 2009, by and between GRC-II (TX) LIMITED PARTNERSHIP a Delaware limited partnership, as landlord (“Landlord”), and GRANDE COMMUNICATIONS NETWORKS, LLC, a Delaware limited liability company (successor-by-conversion to Grande Communications Networks, Inc.), as tenant (“Tenant”).
FIRST AMENDMENT TO GUARANTY AND SURETYSHIP AGREEMENTGuaranty and Suretyship Agreement • September 18th, 2009 • Grande Communications Holdings, Inc. • Radiotelephone communications
THIS FIRST AMENDMENT TO GUARANTY (this “Amendment”) is made as of this 14th day of September, 2009, by and between GRC-II (TX) LIMITED PARTNERSHIP, a Delaware limited partnership, as landlord (“Landlord”), and GRANDE COMMUNICATIONS HOLDINGS, INC., a Delaware corporation, as guarantor (“Holding”) and RIO GP, LLC, a Nevada limited liability company (“Rio GP”) together with Holding, “Guarantor”).
EMPLOYMENT AGREEMENTEmployment Agreement • March 31st, 2006 • Grande Communications Holdings, Inc. • Radiotelephone communications • Texas
THIS EMPLOYMENT AGREEMENT (this “Agreement”) is entered into December , 2005, but effective on the Effective Date (defined below), between Grande Communications Networks, Inc., a Delaware corporation with principal offices located in San Marcos, Texas (the “Company”), and Roy H. Chestnutt (the “Executive”).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • September 18th, 2009 • Grande Communications Holdings, Inc. • Radiotelephone communications • Delaware
This REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is made as of September 14, 2009, by and among Grande Investment L.P., a Delaware partnership (the “Company”), and the partners of the Company signatory hereto or signatory to a joinder in the form attached hereto as Exhibit A (collectively, the “Investors”). Capitalized terms used herein but not otherwise defined in this Agreement are defined in Section 9 below.
AMENDMENT TO EMPLOYMENT AGREEMENTEmployment Agreement • July 3rd, 2006 • Grande Communications Holdings, Inc. • Radiotelephone communications • Delaware
This Amendment to Employment Agreement (this “Amendment”) is entered into as of June 28, 2006 (the “Effective Date”) by and between Grande Communications Networks, Inc., a Delaware corporation (the “Company”), and Roy H. Chestnutt (the “Executive”).
Page ARTICLE I DEFINITIONS 2 Section 1.1 Certain Defined Terms 2 Section 1.2 Accounting Terms; Utilization of GAAP for Purposes of Calculations Under Agreement 36 Section 1.3 Other Definitional Provisions and Rules of Construction 37 Section 1.4...Credit Agreement • September 18th, 2009 • Grande Communications Holdings, Inc. • Radiotelephone communications • New York
NOW, THEREFORE, in consideration of the premises and the agreements, provisions and covenants herein contained, the undersigned parties hereto agree as follows:
FORM OF RETENTION BONUS AGREEMENTRetention Bonus Agreement • September 18th, 2009 • Grande Communications Holdings, Inc. • Radiotelephone communications • Texas
This (“Agreement”) is entered into by and between you, _______, and Grande Communications Networks LLC, a Delaware limited liability company and successor-in-interest to Grande Communications Networks, Inc. (the “Company”), and is effective as of September 14, 2009 (the “Effective Date”). In the event the Grande Communications Transaction (as defined herein) is not consummated, this Agreement shall be null and void.
CONSULTING AGREEMENTConsulting Agreement • September 18th, 2009 • Grande Communications Holdings, Inc. • Radiotelephone communications • Texas
This Consulting Agreement (“Agreement”), dated as of September 14, 2009, is by and between Grande Communications Networks LLC, a Delaware limited liability company and successor-in-interest to Grande Communications Networks, Inc. (the “Company”), and Michael L. Wilfley (“Wilfley”). In the event the Transaction (as defined herein) is not consummated, this Agreement shall be null and void.
GRANDE COMMUNICATIONS HOLDINGS, INC. FIFTH AMENDED AND RESTATED INVESTOR RIGHTS AGREEMENTInvestor Rights Agreement • March 31st, 2006 • Grande Communications Holdings, Inc. • Radiotelephone communications • Delaware
This Fifth Amended and Restated Investor Rights Agreement (the “Agreement”) is entered into as of this day of November, 2005 by and among Grande Communications Holdings, Inc., a Delaware corporation (the “Company”), each existing holder of Preferred Stock and Warrants of the Company set forth on Schedule 1 attached hereto (each an “Current Investor” and collectively the “Current Investors”), each existing holder of Common Stock of the Company set forth on Schedule 2 attached hereto (each a “Founder” and collectively the “Founders”). The Current Investors and any holder of any shares of the newly created series of Series H Preferred Stock (“Series H Holder”) or other person or entity that becomes a party to this Agreement pursuant to Section 8.13 hereof are referred to collectively as the “Investors,” and the Investors and the Founders are referred to collectively as the “Stockholders.”
Subsidiaries of the RegistrantRecapitalization Agreement • April 30th, 2010 • Rio Holdings, Inc. • Radiotelephone communications
On September 14, 2009, we closed the transactions contemplated by that certain recapitalization agreement, dated August 27, 2009, by and among Grande Communications Holdings, Inc., a Delaware corporation and predecessor-in-interest to Rio Holdings, Inc., a Nevada Corporation (“Holdings”), Grande Communications Networks, Inc., a Delaware corporation, predecessor–in-interest to Grande Communications Networks LLC, a Delaware limited liability company and our wholly-owned subsidiary prior to the closing (“Grande Operating”), ABRY Partners VI, L.P., a Delaware limited partnership (“ABRY”), Grande Investment L.P., a Delaware limited partnership and wholly-owned subsidiary of ABRY (“Ultimate Parent”), Grande Parent LLC, a Delaware limited liability company and wholly-owned subsidiary of Ultimate Parent (“Parent”), ABRY Partners, LLC, a Delaware limited liability company and Rio GP, LLC, a Delaware limited liability company and wholly-owned subsidiary of Holdings (“Rio GP”), which provides for
MANAGEMENT SERVICES AGREEMENTManagement Services Agreement • September 18th, 2009 • Grande Communications Holdings, Inc. • Radiotelephone communications • Delaware
This Management Services Agreement (this “Agreement”) is entered into as of September 14, 2009 between Grande Communications Networks, LLC, a Delaware limited liability company (“Grande”), Atlantic Broadband Finance, LLC, a Delaware limited liability company (“ABB”) and Grande Manager LLC, a Delaware limited liability company (“Grande Manager”), who joins this Agreement only for the purposes of Section 3(c) below. Capitalized terms not otherwise defined herein (including in Section 7 hereof) shall have the meanings set forth in the Recapitalization Agreement (as defined herein).
SUPPLEMENTAL INDENTURE NO. 1Supplemental Indenture • July 23rd, 2007 • Grande Communications Holdings, Inc. • Radiotelephone communications • New York
SUPPLEMENTAL INDENTURE NO. 1 (this “Supplemental Indenture”), dated as of July 18, 2007, by and among Grande Communications Holdings, Inc., a Delaware corporation (the “Company”), Grande Communications Networks, Inc., a Delaware corporation and wholly-owned subsidiary of the Company (the “Guarantor”), and U.S. Bank National Association, as trustee (the “Trustee”).
PARTNERS AGREEMENTPartnership Agreement • September 18th, 2009 • Grande Communications Holdings, Inc. • Radiotelephone communications • Delaware
This PARTNERS AGREEMENT (this “Agreement”) is made as of September 14, 2009 by and among Grande Investment L.P., a Delaware limited partnership (the “Partnership”), Grande Manager, LLC, a Delaware limited liability company (“Grande Manager”), ABRY Partners VI, L.P., a Delaware limited partnership (“ABRY VI”), Rio GP, LLC, a Nevada limited liability company (“Rio”), the other Partners (as defined herein) signatories hereto as of the date hereof and the Partners who are from time to time joined hereto after the date hereof. Capitalized terms used herein and not otherwise defined herein shall have the meanings assigned to such terms in Section 1 hereof.
MANAGEMENT SERVICES AGREEMENTManagement Services Agreement • September 18th, 2009 • Grande Communications Holdings, Inc. • Radiotelephone communications • Delaware
THIS MANAGEMENT SERVICES AGREEMENT (this “Agreement”) is made as of September 14, 2009, by and between ABRY Partners, LLC, a Delaware limited liability company (“ABRY”), and Grande Communications Networks, LLC, a Delaware limited liability company (the “Company”). Capitalized terms used herein and not otherwise defined herein shall have the meanings assigned to such terms in the Recapitalization Agreement.
NONQUALIFIED STOCK OPTION AGREEMENT (Series H Preferred Stock)Nonqualified Stock Option Agreement • July 5th, 2006 • Grande Communications Holdings, Inc. • Radiotelephone communications • Delaware
A Nonqualified Stock Option (the “Option”) to purchase a total of shares of Series H Preferred Stock (collectively, “Option Shares”) of Grande Communications Holdings, Inc. (the “Company”), is hereby granted to (the “Grantee”) at the Option Price determined in this Nonqualified Stock Option Agreement (this “Award Agreement”) and in all respects subject to the terms, definitions and provisions of the Grande Communications Holdings, Inc. Amended and Restated 2000 Stock Incentive Plan (the “Plan”), which Plan is incorporated herein by reference, except to the extent otherwise expressly provided in this Award Agreement.
PURCHASE AND LICENSE AGREEMENTPurchase and License Agreement • May 9th, 2008 • Grande Communications Holdings, Inc. • Radiotelephone communications
This Purchase and License Agreement ("Purchase and License Agreement") is between Nortel Networks Inc. ("Nortel Networks") and Grande Communications Networks, Inc. ("Customer"), effective as of the last date signed and continuing for a period of three (3) years therefrom ("Term"). Additional terms related to Customer's purchase or license of Products or Services may be added by written agreements ("Supplements") referencing the Purchase and License Agreement, collectively referred to as the "Agreement". The Services Supplement is attached hereto and incorporated by reference.
