0001140361-09-019604 Sample Contracts

NOTE PURCHASE AGREEMENT
Note Purchase Agreement • August 24th, 2009 • Grande Communications Holdings, Inc. • Radiotelephone communications • New York

This NOTE PURCHASE AGREEMENT (this “Agreement”) is dated as of August 18, 2009, by and between Grande Communications Holdings, Inc., a Delaware corporation (the “Company”), the persons listed on Schedule I attached hereto (each a “Holder,” and collectively the “Holders”), and, for purposes of Section 6(c) and Section 13(m) hereof, ABRY Partners VI, LP, a Delaware limited partnership (“ABRY”).

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