SUPPLEMENTAL INDENTURE NO. 1
SUPPLEMENTAL
INDENTURE NO. 1
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”).
WHEREAS,
the Company and the Guarantor have heretofore executed and delivered to the
Trustee an indenture, dated as of March 23, 2004 (the
“Indenture”), providing for the issuance of 14% Senior
Secured Notes due 2011 (the “Notes”), pursuant to
which the Company issued Notes in the aggregate principal amount of $136,000,000
in 2004;
WHEREAS, on
March 24, 2006, the Company issued Additional Notes in the aggregate principal
amount of $32,000,000 (the “2006 Additional Notes”),
as permitted by Sections 2.01(d), 2.02 and 4.09(a) of the
Indenture;
WHEREAS,
the Company desires to issue Additional Notes in the aggregate principal
amount
of $25,000,000 (the “2007 Additional Notes”) under the
terms of the Indenture;
WHEREAS,
the issuance of the 2007 Additional Notes is not permitted under
Section 4.09 of the Indenture;
WHEREAS,
Section 9.02 of the Indenture provides that, with the written consent of
the
Holders of at least a majority in aggregate principal amount of the then
outstanding Notes (the “Requisite Consents”),
compliance with any provision of the Indenture may be waived and the Indenture
may be amended or supplemented, subject to certain exceptions as set forth
therein;
WHEREAS,
the Company has obtained the Requisite Consents to amend the Indenture as
set
forth herein to permit the issuance of the 2007 Additional Notes (the
“Amendments”);
WHEREAS,
the Company has made a request of the Trustee accompanied by a resolution
of its
Board of Directors authorizing the execution of this Supplemental Indenture
and
evidence that the Requisite Consents to the Amendments have been obtained
and,
concurrent with the execution hereof, the Company has delivered to the Trustee
an Officers’ Certificate and has caused its counsel to deliver to the Trustee an
Opinion of Counsel;
WHEREAS,
the Company and the Guarantor desire and have requested the Trustee to enter
into this Supplemental Indenture to evidence the Amendments and the issuance
of
the 2007 Additional Notes; and
WHEREAS,
pursuant to Article 9 of the Indenture, the Trustee is authorized to execute
and
deliver this Supplemental Indenture.
NOW
THEREFORE, in consideration of the foregoing and for other good and
valuable consideration, the receipt of which is hereby acknowledged, the
Company
and the Trustee mutually covenant and agree for the equal and ratable benefit
of
the Holders of the Notes as follows:
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1. Effectiveness
and Effect. This Supplemental Indenture shall take effect at
the time of the execution hereof, and the Amendments provided for below shall
have no force or effect prior to such time. Subject to the foregoing,
the provisions set forth in this Supplemental Indenture shall be deemed to
be,
and shall be construed as part of, the Indenture. All references to
the Indenture in the Indenture or in any other agreement, document or instrument
delivered in connection therewith or pursuant thereto shall be deemed to
refer
to the Indenture as amended by this Supplemental Indenture. Except as
amended hereby, the Indenture shall remain in full force and
effect.
2. Additional
Notes. The definition of the term “Additional
Notes” set forth in Section 1.01 of the Indenture is hereby
supplemented by adding the following sentence to the end of such
definition:
“On
May
24, 2006, the Company issued $32,000,000 of Additional Notes and on July
18,
2007, the Company issued $25,000,000 of Additional Notes.”
“(13)
the
incurrence by the Company and the Guarantors of Indebtedness in respect
of the
issuance of Additional Notes in the aggregate principal amount of $25,000,000
in
July 2007.”
5. Ratification
of Indenture. Except as amended and supplemented by this
Supplemental Indenture, the Indenture is ratified in all respects and the
terms
and provisions of the Indenture remain in full force and effect.
6. Severability. In
the event that any provisions of this Supplemental Indenture shall be invalid,
illegal or unenforceable, the validity, legality and enforceability of the
remaining provisions shall not in any way be affected or impaired
thereby.
7. Trust
Indenture Act. If any provisions hereof limit, qualify or
conflict with any provisions of the TIA required under the TIA to be a part
of
and govern this Supplemental Indenture, the provisions of the TIA shall
control. If any provision hereof modifies or excludes any provision
of the TIA that pursuant to the TIA may be so modified or excluded, the
provisions of the TIA as modified or excluded hereby shall apply.
8. New
York Law to Govern. THE INTERNAL LAW OF THE STATE OF NEW
YORK SHALL GOVERN AND BE USED TO CONSTRUE THIS SUPPLEMENTAL INDENTURE BUT
WITHOUT GIVING EFFECT TO APPLICABLE PRINCIPLES OF CONFLICTS OF LAW TO THE
EXTENT
THAT THE APPLICATION OF THE LAWS OF ANOTHER JURISDICTION WOULD BE REQUIRED
THEREBY.
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9. Successors. This
Supplemental Indenture shall inure to the benefit of and be binding upon
the
parties hereto and each of their respective successors and permitted
assigns.
10. Counterparts. The
parties may sign any number of copies of this Supplemental
Indenture. Each signed copy shall be an original, but all of them
together represent the same agreement.
11. Effect
of Headings. The Section headings herein are for convenience
only and shall not affect the construction hereof.
12. The
Trustee. The Trustee shall not be responsible in any manner
whatsoever for or in respect of the validity or sufficiency of this Supplemental
Indenture or for or in respect of the recitals contained herein, all of which
recitals are made solely by the Company.
[Signature
Page Follow]
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IN
WITNESS WHEREOF,
the parties hereto have caused this Supplemental Indenture to be duly executed
and attested, all as of the date first above written.
Dated: July
18, 2007
| GRANDE COMMUNICATIONS HOLDINGS, INC. | ||||
| By: |
/s/
Xxx X. Xxxxxxxxx
|
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|
Name:
Xxx X. Xxxxxxxxx
|
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|
Title:
President and Chief Executive Officer
|
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| GRANDE COMMUNICATIONS NETWORKS, INC. | ||||
| By: |
/s/
Xxx X. Xxxxxxxxx
|
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|
Name:
Xxx X. Xxxxxxxxx
|
||||
|
Title:
President and Chief Executive Officer
|
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| U.S. BANK NATIONAL ASSOCIATION, as Trustee | ||||
| By: |
/s/
Xxxxxxx X. Xxxxxxxxxx
|
|||
|
Authorized
Signatory
|
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