Grande Communications Holdings, Inc. Sample Contracts

Grande Communications Holdings, Inc. – FORM OF GENERAL RELEASE OF CLAIMS (September 18th, 2009)

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”).

Grande Communications Holdings, Inc. – SECOND AMENDMENT TO EMPLOYMENT AGREEMENT (September 18th, 2009)

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”).

Grande Communications Holdings, Inc. – 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 Certifications 38 Section 1.5 Rounding 38 Section 1.6 Timing of Payment and Deliveries 38 ARTICLE II AMOUNTS AND TERMS OF COMMITMENTS AND LOANS 38 Section 2.1 Commitments; Making of Loans; the Register; Optional Notes 38 Section 2.2 Interest on the Loans 42 Section 2.3 Fees 45 Section 2.4 Repayments, Prepayments and Reductions of Revolving Loan Commitm (September 18th, 2009)
Grande Communications Holdings, Inc. – FORM OF SEPARATION AGREEMENT AND FULL RELEASE OF CLAIMS (September 18th, 2009)

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”).

Grande Communications Holdings, Inc. – FIRST AMENDMENT TO GUARANTY AND SURETYSHIP AGREEMENT (September 18th, 2009)

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”).

Grande Communications Holdings, Inc. – FORM OF CONSULTING AGREEMENT (September 18th, 2009)

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.

Grande Communications Holdings, Inc. – RETENTION BONUS AGREEMENT FOR W.K.L. “SCOTT” FERGUSON (September 18th, 2009)

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. – AGREEMENT AND PLAN OF MERGER OF GRANDE COMMUNICATIONS HOLDINGS, INC., A Delaware corporation INTO RIO HOLDINGS, INC., A Nevada corporation (September 18th, 2009)

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.”

Grande Communications Holdings, Inc. – PARTNERS AGREEMENT (September 18th, 2009)

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.

Grande Communications Holdings, Inc. – FIRST AMENDMENT TO LEASE (September 18th, 2009)

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”).

Grande Communications Holdings, Inc. – FIRST AMENDMENT TO LEASE (September 18th, 2009)

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”).

Grande Communications Holdings, Inc. – RIO HOLDINGS, INC. BYLAWS Adopted as of September 10, 2009. (September 18th, 2009)
Grande Communications Holdings, Inc. – MANAGEMENT SERVICES AGREEMENT (September 18th, 2009)

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.

Grande Communications Holdings, Inc. – REGISTRATION RIGHTS AGREEMENT (September 18th, 2009)

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.

Grande Communications Holdings, Inc. – FIRST AMENDMENT TO GUARANTY AND SURETYSHIP AGREEMENT (September 18th, 2009)

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”).

Grande Communications Holdings, Inc. – FORM OF RETENTION BONUS AGREEMENT (September 18th, 2009)

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.

Grande Communications Holdings, Inc. – CONTRIBUTION, ASSIGNMENT AND ASSUMPTION AGREEMENT (September 18th, 2009)

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.”)

Grande Communications Holdings, Inc. – SECOND AMENDMENT TO EMPLOYMENT AGREEMENT (September 18th, 2009)

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”).

Grande Communications Holdings, Inc. – CONSULTING AGREEMENT (September 18th, 2009)

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. – GRANDE COMMUNICATIONS HOLDINGS, INC. SIXTH AMENDED AND RESTATED INVESTOR RIGHTS AGREEMENT (September 18th, 2009)

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.

Grande Communications Holdings, Inc. – AMENDED AND RESTATED LIMITED PARTNERSHIP AGREEMENT OF GRANDE INVESTMENT L.P. A Delaware Limited Partnership Dated as of September 14, 2009 (September 18th, 2009)

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.

Grande Communications Holdings, Inc. – ARTICLES OF INCORPORATION OF RIO HOLDINGS, INC. (September 18th, 2009)

The undersigned natural person, acting as an incorporator of a corporation under Chapter 78 of the Nevada Revised Statutes (the “NRS”), does hereby adopt the following Articles of Incorporation:

Grande Communications Holdings, Inc. – MANAGEMENT SERVICES AGREEMENT (September 18th, 2009)

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).

Grande Communications Holdings, Inc. – GRANDE COMMUNICATIONS NETWORKS, INC. TRANSACTION BONUS PLAN (August 31st, 2009)

The purpose of this Transaction Bonus Plan (this "Bonus Plan") is to advance the interests of Grande Communications Networks, Inc., a Delaware corporation (the "Company"), and its stockholder, Grande Communications Holdings, Inc., a Delaware corporation (“Holdings”), by providing an incentive for certain employees of the Company prior to and during the consummation of the Closing (as defined herein).

Grande Communications Holdings, Inc. – RECAPITALIZATION AGREEMENT By and Among ABRY Partners VI, L.P., Grande Investment L.P., Grande Parent LLC, Grande Communications Holdings, Inc., Grande Communications Networks, Inc., and the Other Parties Signatory Hereto Dated as of August 27, 2009 (August 31st, 2009)

This Recapitalization Agreement (this “Agreement”), dated as of August 27, 2009, by and among  ABRY Partners VI, L.P., a Delaware limited partnership (“ABRY”), Grande Investment L.P., a Delaware limited partnership (“Ultimate Parent”), Grande Parent LLC, a Delaware limited liability company and wholly-owned subsidiary of Ultimate Parent (“Parent,” together with Ultimate Parent, the “Parent Parties” and, together with ABRY and the Ultimate Parent, the “ABRY Parties”), Grande Communications Holdings, Inc., a Delaware corporation (“Grande Holdings”), Grande Communications Networks, Inc., a Delaware corporation and wholly-owned subsidiary of Grande Holdings (“Grande Operating”), and, solely for purposes, of Section 3.2(c), ABRY Partners, LLC, a Delaware limited liability company (“ABRY LLC”).  Certain defined terms used in this Agreement have the meanings specified in Article I.

Grande Communications Holdings, Inc. – American Appraisal Associates, Inc. 11835 West Olympic Boulevard, Los Angeles, CA 90064 tel 310 312 8050/ fax 310 312 8058 Leading/Thinking/Performing (August 31st, 2009)

You have advised us that the Board of Directors (the “Board”) of Grande Communications Holdings, Inc. (the “Company”) is considering a recapitalization transaction with affiliates of ABRY Partners, LLC (“ABRY Partners”), including ABRY Partners VI, L.P. (“ABRY”), and newly formed entities Grande Investment L.P. (“Ultimate Parent”) and Grande Parent LLC (“Parent”). Parent will be a wholly-owned subsidiary of Ultimate Parent. It is our understanding that the Company will contribute all of its equity ownership of Grande Communications Networks, Inc. (“Grande Operating”) to Parent in exchange for a 24.7% Class A general partner interest in Ultimate Parent, which will be held through the newly­formed 100%-owned entity Rio GP, LLC. ABRY and certain co-investors identified by ABRY will contribute cash to Ultimate Parent and cause to be available to the Company a sufficient amount of cash to purchase all of the Company’s Senior Secured Notes and to repay all of the outstanding Equipment Capita

Grande Communications Holdings, Inc. – NOTE PURCHASE AGREEMENT (August 24th, 2009)

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”).

Grande Communications Holdings, Inc. – INDEMNIFICATION AGREEMENT (July 22nd, 2009)

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. – AMENDMENT NO. 2 TO PURCHASE AND LICENSE AGREEMENT BETWEEN GRANDE COMMUNICATIONS NETWORKS, INC. AND NORTEL NETWORKS INC. (May 14th, 2009)

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”).

Grande Communications Holdings, Inc. – LEASE AGREEMENT BETWEEN GRAND HP, LTD. as Landlord, and (March 20th, 2009)

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.

Grande Communications Holdings, Inc. – LEASE AGREEMENT BETWEEN GRAND HP, LTD. as Landlord, and (March 20th, 2009)

This Lease Agreement (this "Lease"), entered into this 27day 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.

Grande Communications Holdings, Inc. – WARRANT AGREEMENT Dated as of March 23, 2004 between GRANDE COMMUNICATIONS HOLDINGS, INC. and as Warrant Agent (March 20th, 2009)

WARRANT AGREEMENT, dated as of March 23, 2004, between Grande Communications Holdings, Inc., a Delaware corporation (the "COMPANY"), and U.S. Bank National Association, as warrant agent (the "WARRANT AGENT").

Grande Communications Holdings, Inc. – SEPARATION AGREEMENT AND FULL AND FINAL RELEASE OF CLAIMS (November 10th, 2008)

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:

Grande Communications Holdings, Inc. – AMENDMENT NO. 1 TO PURCHASE AND LICENSE AGREEMENT BETWEEN GRANDE COMMUNICATIONS NETWORKS INC. AND NORTEL NETWORKS INC. (May 9th, 2008)

This Amendment No. 1 to the Purchase and License Agreement is made effective as of the 24th day of January, 2008 (the "Effective Date") by and between Nortel Networks Inc. (''Nortel") and Grande Communications Networks Inc. ("Customer").

Grande Communications Holdings, Inc. – PURCHASE AND LICENSE AGREEMENT (May 9th, 2008)

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.