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”).
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.
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.
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”).
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”).
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.
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.
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).
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.
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 (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”).
RETENTION BONUS AGREEMENT FOR W.K.L. “SCOTT” FERGUSONRetention Bonus Agreement • September 18th, 2009 • Grande Communications Holdings, Inc. • Radiotelephone communications • Texas
This (“Agreement”) is entered into by and between you, W.K.L. “Scott” Ferguson, Jr., 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.
GRANDE COMMUNICATIONS HOLDINGS, INC. SIXTH AMENDED AND RESTATED INVESTOR RIGHTS AGREEMENTInvestor Rights Agreement • September 18th, 2009 • Grande Communications Holdings, Inc. • Radiotelephone communications • Delaware
This Sixth Amended and Restated Investor Rights Agreement (the “Agreement”) by and among (i) Grande Communications Holdings, Inc., a Delaware corporation (the “Company”), (ii) each existing holder of Equity Securities of the Company set forth on Schedule 1 attached hereto (together with any other person or entity that becomes a party to this Agreement pursuant to Section 8.16 hereof, the “Investors”), and certain founding owners set forth on Schedule 2 attached hereto (the “Founders” and, together with the Investors, the “Stockholders”), shall become effective upon the closing of the Transactions, as defined below.
SECOND AMENDMENT TO EMPLOYMENT AGREEMENTEmployment Agreement • September 18th, 2009 • Grande Communications Holdings, Inc. • Radiotelephone communications
This Second Amendment to Employment Agreement (this “Amendment”) is entered into as of September 14, 2009 by and between Grande Communications Networks LLC, a Delaware limited liability company and successor-in-interest to Grande Communications Networks, Inc. (the “Company”), and W.K.L. “Scott” Ferguson, Jr. (the “Executive”).
AGREEMENT AND PLAN OF MERGER OF GRANDE COMMUNICATIONS HOLDINGS, INC., A Delaware corporation INTO RIO HOLDINGS, INC., A Nevada corporationMerger Agreement • September 18th, 2009 • Grande Communications Holdings, Inc. • Radiotelephone communications
This Plan of Merger (this “Agreement”) is by and between Grande Communications Holdings, Inc., a Delaware corporation, sometimes referred to in this Agreement as “Grande Holdings” and Rio Holdings, Inc., a Nevada corporation and wholly-owned subsidiary of Grande Holdings, (“Rio Holdings”). The parties to this Agreement are collectively referred to in this Agreement as the “Constituent Companies.”
SECOND AMENDMENT TO EMPLOYMENT AGREEMENTEmployment Agreement • September 18th, 2009 • Grande Communications Holdings, Inc. • Radiotelephone communications
This Second Amendment to Employment Agreement (this “Amendment”) is entered into as of September 14, 2009 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 Wilfley (the “Executive”).
CONTRIBUTION, ASSIGNMENT AND ASSUMPTION AGREEMENTContribution, Assignment and Assumption Agreement • September 18th, 2009 • Grande Communications Holdings, Inc. • Radiotelephone communications • Delaware
THIS CONTRIBUTION, ASSIGNMENT AND ASSUMPTION AGREEMENT (this “Agreement”), is made on September 14, 2009 (“Effective Date”), by and among Grande Communications Holdings, Inc., a Delaware corporation (“Grande Holdings”), Grande Communications Networks LLC, a Delaware limited liability company (“Grande Operating”), Grande Investment L.P., a Delaware limited partnership (“Ultimate Parent”), and Grande Parent LLC, a Delaware limited liability company and wholly-owned subsidiary of Ultimate Parent (“Parent,” together with Ultimate Parent and ABRY, the “ABRY Parties”),. The parties to this Agreement are collectively referred to herein as the (“Parties.”)
