GRANDE COMMUNICATIONS HOLDINGS, INC. AND EACH OF THE GUARANTORS PARTY HERETO 14% SENIOR SECURED NOTES DUE 2011Indenture • May 18th, 2004 • Denton Telecom Holdings I, L.L.C. • New York
The INDENTURE, dated as of March 23, 2004, by and among Grande Communications Holdings, Inc., a Delaware corporation (the “Company”), the Guarantors (as defined herein) and U.S. Bank National Association, as trustee (the “Trustee”).
REGISTRATION RIGHTS AGREEMENT Dated as of March 23, 2004 by and among GRANDE COMMUNICATIONS HOLDINGS, INC., as Issuer, THE GUARANTORS LISTED ON SCHEDULE A HERETO and BEAR, STEARNS & CO. INC. and DEUTSCHE BANK SECURITIES INC., as Initial PurchasersRegistration Rights Agreement • May 18th, 2004 • Denton Telecom Holdings I, L.L.C. • New York
This Agreement is made pursuant to the Purchase Agreement, dated as of March 9, 2004 (the “Purchase Agreement”), by and among the Company, the Guarantors and the Initial Purchasers. In order to induce the Initial Purchasers to purchase the Initial Notes, the Company has agreed to provide the registration rights set forth in this Agreement. The execution and delivery of this Agreement is a condition to the obligations of the Initial Purchasers set forth in Section 10(p) of the Purchase Agreement. Capitalized terms used herein and not otherwise defined shall have the meaning assigned to them in the Indenture, dated as of March 23, 2004, among the Company, the Guarantors and U.S. Bank National Association, as trustee, relating to the Initial Notes and the Exchange Notes (the “Indenture”).
AMENDED AND RESTATED OPERATING AGREEMENT OF DENTON TELECOM INVESTORS I, LLC DATED AS OF OCTOBER , 2003Operating Agreement • May 18th, 2004 • Denton Telecom Holdings I, L.L.C. • Delaware
THIS AMENDED AND RESTATED OPERATING AGREEMENT of DENTON TELECOM INVESTORS I, LLC, a Delaware limited liability company, made as of this day of October, 2003, by Grande Communications, Inc. (“Grande”), a Delaware corporation, as sole member, recites and provides as follows:
DENTON TELECOM PARTNERS I, LP (A Delaware Limited Partnership) AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP Dated as of October , 2003Agreement of Limited Partnership • May 18th, 2004 • Denton Telecom Holdings I, L.L.C. • Delaware
THIS AMENDED AGREEMENT OF LIMITED PARTNERSHIP (the “Agreement”) of Denton Telecom Partners I, LP, a Delaware limited partnership (the “Partnership”), among Denton Telecom Holdings I, LLC (the “General Partner”), a Delaware company, and Denton Telecom Investors I, LLC, a Delaware company (the “Limited Partner”, together with the General Partner, the “Partners”), recites and provides as follows:
PLEDGE AND SECURITY AGREEMENT, dated as of March 23, 2004, among GRANDE COMMUNICATIONS HOLDINGS, INC., as Issuer and a Grantor, and GRANDE COMMUNICATIONS HOUSTON, INC., GRANDE COMMUNICATIONS, INC., GRANDE COMMUNICATIONS NETWORKS, INC., GRANDE...Pledge and Security Agreement • May 18th, 2004 • Denton Telecom Holdings I, L.L.C. • New York
This PLEDGE AND SECURITY AGREEMENT, dated as of March 23, 2004 (as amended, restated, supplemented or otherwise modified from time to time, this “Agreement”), made by GRANDE COMMUNICATIONS HOLDINGS, INC., a Delaware Corporation having an office at 401 Carlson Circle, San Marcos, Texas 78666 (“Company” or “Issuer”), GRANDE COMMUNICATIONS HOUSTON, INC., a Delaware Corporation having an office at 401 Carlson Circle, San Marcos, Texas 78666, GRANDE COMMUNICATIONS, INC., a Delaware Corporation having an office at 401 Carlson Circle, San Marcos, Texas 78666, GRANDE COMMUNICATIONS NETWORKS, INC., a Delaware Corporation having an office at 401 Carlson Circle, San Marcos, Texas 78666, GRANDE COMMUNICATIONS CLEARSOURCE, INC., a Delaware Corporation having an office at 401 Carlson Circle, San Marcos, Texas 78666, DENTON TELECOM HOLDINGS I, LLC, a Delaware Limited Liability Company having an office at 401 Carlson Circle, San Marcos, Texas 78666, DENTON TELECOM INVESTORS I, LLC, a Delaware Limited
ContractIndemnification Agreement • May 18th, 2004 • Denton Telecom Holdings I, L.L.C.
Subject to such standards and restrictions, if any, as are set forth in its partnership agreement, a limited partnership may, and shall have the power to, indemnify and hold harmless any partner or other person from and against any and all claims and demands whatsoever. (65 Del. Laws, c. 188, § 1.)
ContractIndemnification Agreement • May 18th, 2004 • Denton Telecom Holdings I, L.L.C.
Subject to such standards and restrictions, if any, as are set forth in its limited liability company agreement, a limited liability company may, and shall have the power to, indemnify and hold harmless any member or manager or other person from and against any and all claims and demands whatsoever. (68 Del. Laws, c. 434, § 1.)
