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

Exhibit 10.1

EXECUTION COPY

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

TABLE OF CONTENTS

ARTICLE I DEFINITIONS		2
1.1	Definitions.	2

ARTICLE II CONVERSION; ISSUANCE AND SALE OF UNITS; RECAPITALIZATION		19
2.1	Conversion	19
2.2	Authorization of the Units.	20
2.3	Issuance of Common Units.	20

ARTICLE III PAYMENT, DELIVERIES AND CLOSING		21
3.1	Payments at Closing.	21
3.2	Deliveries at Closing.	21
3.3	Closing.	23
3.4	Determination of Funding and Valuation Amounts	23

ARTICLE IV REPRESENTATIONS AND WARRANTIES OF GRANDE HOLDINGS AND GRANDE OPERATING		26
4.1	Organization and Qualification.	27
4.2	Capitalization of Grande Operating.	27
4.3	Authority.	27
4.4	Consents and Approvals; No Violation.	29
4.5	Grande Holdings SEC Reports; Internal Controls and Procedures; Books and Records.	30
4.6	Financial Statements.	31
4.7	Bonds; Letters of Credit.	31
4.8	Powers of Attorney; Guarantees.	31
4.9	Bank Accounts.	31
4.10	Absence of Undisclosed Liabilities.	32
4.11	Absence of Certain Changes.	32
4.12	Taxes	33
4.13	Litigation.	34
4.14	Employee Benefit Plans; ERISA.	34
4.15	Environmental Liability.	37
4.16	Compliance with Applicable Laws.	38
4.17	Real Property.	39
4.18	Insurance.	39
4.19	Labor Matters; Employees.	40
4.20	Grande Material Contracts.	40
4.21	Vendors and Suppliers.	43
4.22	Required Stockholder Vote or Consent.	43
4.23	Information Statement.	43
4.24	Intellectual Property.	44

4.25	Brokers.	44
4.26	Takeover Laws.	44
4.27	Relationships With Related Persons.	45
4.28	Subscribers.	45
4.29	Cable System Structure.	45
4.30	Franchises.	45
4.31	Programming; Rate Regulation; Copyright Royalty Fees.	46
4.32	FCC and Telecommunications Authorizations.	47
4.33	Assets and Properties	48
4.34	No Other Representations or Warranties	48
4.35	Expiration of Representations and Warranties.	49
4.36	Investment Representations.	49

ARTICLE V REPRESENTATIONS AND WARRANTIES OF THE ABRY PARTIES		49
5.1	Organization and Qualification.	49
5.2	Authority.	50
5.3	Consents and Approvals; No Violation.	50
5.4	Compliance with Applicable Laws	51
5.5	Required Stockholder Vote or Consent	51
5.6	Information Statement	51
5.7	Brokers	52
5.8	Financing	52
5.9	Litigation.	52
5.10	Capitalization of Ultimate Parent, Parent and Subsidiaries.	52
5.11	Expiration of Representations and Warranties.	53
5.12	Investment Representations.	53

ARTICLE VI CONDUCT OF BUSINESS PENDING CLOSING		54
6.1	Conduct of Business by Grande Holdings Pending the Closing.	54
6.2	Regulatory Matters Pending Closing	57
6.3	Insurance.	58

ARTICLE VII ADDITIONAL AGREEMENTS		58
7.1	Access and Information.	58
7.2	Acquisition Proposals.	60
7.3	Directors’ and Officers’ Indemnification and Insurance	61
7.4	Further Assurances.	62
7.5	Expenses.	62
7.6	Cooperation.	63
7.7	Publicity.	63
7.8	Additional Actions.	63
7.9	Filings.	63
7.10	Consents.	63
7.11	Stockholders’ Approval.	64
7.12	Preparation of the Information Statement.	64

7.13	Discharge of Indenture.	64
7.14	Certain Payments at Closing.	65
7.15	Notice of Certain Events.	65
7.16	Stockholder Litigation.	65
7.17	Employee Matters	65
7.18	Related Party Contracts.	66
7.19	Title Insurance; Surveys.	66
7.20	Books and Records of Grande Operating and each Non-Core Subsidiary.	66
7.21	Financing	67
7.22	Intentionally Omitted.	67
7.23	Certain Information Rights	67
7.24	Certain Approval Rights of the Grande Holdings Investor	68
7.25	Affiliate Transactions	68
7.26	Maintenance of Existence; No Sale of Assets	70
7.27	Release or Amendment of New Lease Guaranty	70

ARTICLE VIII CONDITIONS TO CLOSING		71
8.1	Conditions to the Obligation of Each Party.	71
8.2	Conditions to the Obligations of the ABRY Parties.	71
8.3	Conditions to the Obligations of Grande Holdings and Grande Operating.	72

ARTICLE IX TERMINATION, AMENDMENT AND WAIVER		74
9.1	Termination.	74
9.2	Effect of Termination.	75

ARTICLE X MISCELLANEOUS		77
10.1	Notices.	77
10.2	Entire Agreement.	79
10.3	Assignment; Binding Effect; Third Party Beneficiaries.	79
10.4	Severability.	79
10.5	Specific Performance.	80
10.6	No Code Section 338 Election	80
10.7	Counterparts; Effectiveness	80
10.8	Governing Law.	80
10.9	Attorneys’ Fees	80
10.10	Disclosure Schedules	80
10.11	Amendments and Supplements	81
10.12	Construction	81
10.13	Extensions, Waivers, Etc	81
10.14	Jurisdiction and Service of Process	82
10.15	Waiver of Jury Trial	82
10.16	Grande Holdings Investor’s Obligations	82

iii

Exhibits

Exhibit A	-	Subscriber Definitions
Exhibit B	-	Investor Securities Purchase Agreement
Exhibit C	-	Partners Agreement
Exhibit D	-	Registration Rights Agreement
Exhibit E	-	Ultimate Parent Partnership Agreement
Exhibit F	-	Articles of Conversion and Grande Operating Agreement
Exhibit G	-	Form of Resignation
Exhibit H	-	Atlantic Broadband Management Agreement
Exhibit I	-	ABRY Advisory Agreement
Exhibit J	-	Contribution Agreement
Exhibit K	-	Parent Operating Agreement

Schedules

Schedule A		Post-Closing Consents
1.1		Real Property Capital Leases; Equipment Capital Leases; Retained Indebtedness; Executive Employment Agreements; Permitted Encumbrances
4.2(b)		Equity Securities of Grande Operating
4.4(b)(i)		Regulatory Governmental Consents
4.4(b)(ii)		Contract Consents
4.4(c)		Contract Defaults and Termination Rights
4.7		Bonds; Letters of Credit
4.9		Bank Accounts
4.10		Liabilities
4.11(a)		Certain Changes
4.11(b)		Business Conduct
4.11(b)(vi)		Special Promotions
4.12(a)		Tax Returns
4.12(b)		Unpaid Taxes
4.12(c)		Pending Audits
4.12(d)		Waivers
4.12(e)		Material Claims by a Taxing Authority
4.13		Pending Litigation
4.14(a)(1)		Benefit Plans
4.14(a)(2)		Employee Agreements
4.14(b)		Benefit Plan Exceptions

4.14(c)		Title IV Exceptions
4.14(d)		Multiple Employer Plans
4.14(e)		Post-Termination Benefits
4.14(g)		COBRA Compliance
4.15		Environmental Liability
4.16(a)		Government Authorizations
4.17(a)		Owned Real Property Encumbrances
4.17(d)		Owned Real Property
4.18		Insurance
4.19		Labor Matters
4.20(a)		Material Contracts
4.20(b)		Defaults under Material Contracts
4.21		Vendors and Supplier
4.24(a)		Grande Intellectual Property
4.24(b)		Written Notices of Intellectual Property Rights
4.27		Relationships
4.28		Subscribers
4.29		Cable System Structure
4.30		Franchises
4.31		Television Broadcast Stations
4.31(c)		Cable System Compliance Exceptions
4.31(d)		Customer Service Notices
4.31(f)		Unpaid Royalty Fees
4.32(a)		FCC and Telecommunications Authorization Exceptions
4.32(b)		FCC and Telecommunications Authorization Restrictions
4.32(c)		Pending Applications
4.32(d)		Pending Reports and Fees
4.33		Excluded Assets and Properties
6.1		Permitted Interim Actions and Contracts
6.1(e)(iv)		Interim Retransmission Consent and Programming Agreements
6.1(m)		Discounts and Promotions
6.2		Invalid Franchises; Telecommunications Authorizations; FCC Authorizations
7.18		Excluded Related Party Contracts
7.19		Material Leased Real Property
8.2(i)		Required Consents

RECAPITALIZATION AGREEMENT

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.

RECITALS

WHEREAS, the board of directors of Grande Holdings deems it advisable and in the best interests of Grande Holdings and its stockholders that Grande Holdings enter into and consummate the Transactions upon the terms and subject to the conditions set forth herein, and the board of directors of Grande Holdings has approved the Transactions;

WHEREAS, the governing Persons of the ABRY Parties deem it advisable and in the best interests of their respective companies and their respective equityholders that the ABRY Parties enter into and consummate the Transactions upon the terms and subject to the conditions set forth herein, and such governing Persons have approved the Transactions;

WHEREAS, Ultimate Parent was formed on July 20, 2009 with Grande Manager and ABRY as its sole partners, and Parent was formed on July 8, 2009, and became a wholly-owned subsidiary of Ultimate Parent on July 20, 2009;

WHEREAS, Grande Holdings currently owns all of the outstanding Equity Securities of Grande Operating (the “Grande Operating Common Stock”);

WHEREAS, Grande Holdings desires to convert Grande Operating into a limited liability company in accordance with Delaware law (the “Conversion”) such that upon giving effect to the Conversion, the Grande Operating Common Stock shall be converted into 100% of the outstanding membership interests of Grande Operating (the “Membership Interests”);

WHEREAS, Grande Holdings desires to acquire a partnership interest in, and to become a partner of, Ultimate Parent, and as consideration therefor, Grande Holdings desires to contribute to Parent all the Membership Interests (and to Grande Operating certain other assets pursuant to the Contribution Agreement) for such partnership interest, subject to the terms and conditions of this Agreement;

WHEREAS, on or prior to the date of this Agreement, Grande Holdings has entered into a note purchase agreement (as in effect on the date hereof, the “Note Purchase Agreement”) with each of Serengeti Overseas Ltd., Serengeti Partners LP, Xxxxxxx, Xxxxx & Co., Silver Point Capital, Offshore Fund, Ltd., Silver Point Capital Fund, L.P., Mast OC I Master Fund L.P., Mast Credit Opportunities I Master Fund Limited, Whitney Private Debt Fund, L.P. (collectively, the “Requisite Bondholders”) who, in the aggregate, beneficially own at least $189 million in principal amount of the Senior Secured Notes (as defined herein), pursuant to which the Requisite Bondholders have agreed to sell their Senior Secured Notes to Grande Holdings upon consummation of the Transactions;

WHEREAS, Grande Holdings shall assign its rights and obligations under the Note Purchase Agreement to Grande Operating pursuant to, and in connection with, the Contribution Agreement; and

WHEREAS, as a condition and an inducement to Grande Holdings entering into this Agreement and agreeing to perform its obligations hereunder, at the Closing, ABRY will contribute cash to Ultimate Parent and cause to be available to Grande Operating a sufficient amount of cash to cause the purchase or redemption of all of the Senior Secured Notes (whether pursuant to the Note Purchase Agreement or, in the case of any Senior Secured Notes which are not subject to the Note Purchase Agreement, the mandatory redemption provisions of the Indenture) whereupon the Senior Secured Notes will be cancelled, and to repay all of the outstanding Equipment Capital Leases identified in Section 1.1 of the Grande Disclosure Schedule.

NOW, THEREFORE, in consideration of the premises and the representations, warranties and agreements contained herein, the parties hereto agree as follows:

ARTICLE I

DEFINITIONS

1.1 Definitions. As used in this Agreement, the following terms shall have the following respective meanings:

“ABRY” shall have the meaning set forth in the Preamble.

“ABRY Advisory Agreement” shall have the meaning set forth in Section 3.2(a)(vi).

“ABRY-Affiliated Partner” has the meaning set forth in the Partners Agreement.

“ABRY Common Funding Amount” has the following meaning: (a) if the amount of the Enterprise Value Deductions is less than or equal to $224,800,000, then the ABRY Common Funding Amount shall mean the Grande Equity Value multiplied by 3.0486, and (b) if the amount of the Enterprise Value Deductions is greater than $224,800,000, then the ABRY Funding Common Amount shall mean $130,364,000 minus the Grande Equity Value.

“ABRY Material Adverse Effect” means any event, circumstance, condition, development or occurrence causing, resulting in or having a material adverse effect on the rights of Grande Holdings or Grande Operating as against ABRY, or the ability of ABRY to perform its obligations, under this Agreement or any Ancillary Agreement.

“ABRY Parties” shall have the meaning set forth in the Preamble.

“ABRY Preferred Funding Amount” means the Total Funding Amount minus the Senior Debt Funding Amount and minus the ABRY Common Funding Amount.

“ABRY Termination Fee” means the respective amount, if any, payable by ABRY pursuant to Section 9.2(b)(ii) or 9.2(b)(iii), as applicable.

“ABRY LLC” has the meaning set forth in the Preamble.

“ABRY Transaction Expenses” means the fees, costs and expenses incurred by or on behalf of ABRY LLC and the ABRY Parties in connection with the transactions contemplated by this Agreement and the Ancillary Agreements, including in connection with the Financing, the Non-Core Assets Transfer, the procurement of the Title Commitments, the Title Policies and any surveys procured by the ABRY Parties or on their behalf and the previously-proposed transaction involving Grande Holdings and/or Grande Operating, or pursuant to the last sentence of Section 7.1(c), including in each case, the fees and expenses of legal counsel, accountants and consultants, in each case that are to be paid on or prior to the Closing Date; provided, that if this Agreement is terminated pursuant to Article IX, any fees, costs and expenses of Grande Operating incurred by Grande Operating in connection with the procurement of the Title Commitments, the Title Policies and the surveys shall be, upon the receipt by ABRY of reasonable documentation evidencing such fees, costs and expenses, “ABRY Transaction Expenses”.

“Action” means any action or lawsuit, legal proceeding, litigation, arbitration, audit, hearing, investigation, inquiry, suit, charge, complaint, claim or Court Order or other proceeding (whether civil, criminal, administrative, judicial or investigative, whether formal or informal, whether public or private) commenced, brought, conducted or heard by or before, or otherwise involving any Governmental Authority or arbitrator.

“Accounts Receivable” means the rights of Grande Holdings and Grande Operating to payment for services billed, including services billed to Customers and services billed to third parties for advertising time provided through the Cable Systems.

“Active Customers” means the sum of the Individual Basic Video Subscribers and the Equivalent Basic Video Subscribers.

“Adjustment Time” means 12:01 a.m., Central time, on the Closing Date.

“Affiliate” means, with respect to any Person, any other Person, which directly or indirectly controls, is controlled by or is under common control with such Person.

“Affiliate Transaction” has the meaning set forth in Section 7.25.

“Agreement” shall have the meaning set forth in the Preamble.

“Ancillary Agreements” any ancillary agreements to which Grande Holdings, the Grande Holdings Investor, Grande Operating, or any ABRY Party is or will be a party in connection with this Agreement, including the Ultimate Parent Partnership Agreement, the Parent Operating Agreement, the ABRY Advisory Agreement, the Atlantic Broadband Management Agreement, the Partners Agreement, the Registration Rights Agreement, the Contribution Agreement and the Investor Securities Purchase Agreement; provided, that no agreement to be entered into by Grande Operating in connection with the definitive agreements implementing the Debt Financing Commitment shall constitute an Ancillary Agreement with respect to Grande Holdings, the Grande Holdings Investor or Grande Operating hereunder.

“Approved Sale” shall have the meaning set forth in the Partners Agreement.

“Articles of Conversion” shall have the meaning set forth in Section 2.1.

“Atlantic Broadband” means Atlantic Broadband Finance, LLC, a Delaware limited liability company.

“Atlantic Broadband Management Agreement” shall have the meaning set forth in Section 3.2(a)(v).

“Audit” means any audit, assessment of Taxes, other examination by any Tax Authority, proceeding or appeal of such proceeding relating to Taxes.

“Basic Video Services” means the lowest tier of cable television programming sold to subscribers of the Cable System in question as a package, including broadcast and satellite service programming for which a subscriber pays a fixed monthly fee to Grande Holdings or Grande Operating, but not including Pay TV, Expanded Basic Services, Digital Services, telephony services, any new product tier or High Speed Internet Services.

“Bonds” shall have the meaning set forth in Section 4.7.

“Business” means the businesses of Grande Holdings and Grande Operating, taken together.

“business day” means any day other than (a) a Saturday or Sunday or (b) any other day on which banks in the city of New York, New York or Boston, Massachusetts are permitted or required to be closed.

“Cable Act” means Title VI of the Communications Act of 1934, as amended, 47 U.S.C. Sections 151 et seq., all other provisions of the Cable Communications Policy Act of 1984 and the provisions of the Cable Television Consumer Protection and Competition Act of 1992, and the provisions of the Telecommunications Act of 1996 amending Title VI of the Communications Act of 1934 (in each case, including the rules, regulations, policies and published decisions of the FCC thereunder), in each case as amended and in effect from time to time.

“Cable Regulatory Authorities” means the Public Utility Commission of the State of Texas with respect to the provision of cable television services.

“Cable System” means a complete services and distribution system operated in the conduct of the Business, consisting of, among other things, one headend, subscriber drops and associated electronic and other equipment, and which is, or is capable of being, operated as an independent system without interconnections to the other systems.

“Closing” shall have the meaning set forth in Section 3.3.

“Closing Date” shall have the meaning set forth in Section 3.3.

“Closing Indebtedness Amount” means the sum of (a) Indebtedness arising under the capital leases of Grande Holdings or Grande Operating and (b) the amount of all other Indebtedness of Grande Holdings or Grande Operating, in each case as of immediately prior to the Adjustment Time (including any amount payable in connection with or by reason of the redemption, purchase or other repayment thereof (except with respect to the Retained Indebtedness), including pursuant to the Note Purchase Agreement).

“Closing Statement” shall have the meaning set forth in Section 3.4(c).

“Closing Non-Cash Working Capital Amount” means on a consolidated basis, including the following to the extent contributed by Grande Holdings to Grande Operating or assumed by Grande Operating pursuant to the Contribution Agreement (as if such contribution and assumption occurred immediately prior to the Adjustment Time) in each case as of immediately prior to the Adjustment Time: (a) the sum of the following line items, each determined in accordance with GAAP: (i) Accounts Receivable, net of allowance for doubtful accounts; (ii) prepaid expenses and other current deferred expenses; and (iii) long-term deposits and long-term restricted cash (but excluding any amounts included in determining Grande Cash Balance); minus (b) the sum of the following items (in each case excluding any amount included in the Closing Indebtedness Amount): (i) accounts payable; (ii) current accrued liabilities; (iii) all deferred revenue, and (iv) other liabilities, whether current or long-term (none of which, to the extent included in determining the final Closing Non-Cash Working Capital Amount, will be used as further adjustments to the Grande Equity Value), in each case as of the opening of business on the Adjustment Time and shall be calculated in accordance with GAAP and, to the extent consistent therewith, utilizing the accounting principles, policies, procedures, and methodologies applied in preparing the audited consolidated balance sheet of Grande Holdings and Grande Operating for the year ended December 31, 2008 (but without regard to materiality), including with respect to the nature and classification of accounts, and determining levels of reserves or levels of accruals; provided, that (i) all accounting entries shall be taken into account regardless of their amount and all identified errors and omissions shall be corrected, (ii) all known proper adjustments shall be made, (iii) appropriate reserves for all liabilities and obligations for which reserves are appropriate in accordance with GAAP shall be included to the extent consistent with GAAP and, to the extent consistent with GAAP, the accounting principles, policies, procedures and methodologies applied in preparing the audited consolidated balance sheet of Grande Holdings and Grande Operating for the year ended December 31, 2008.

“COBRA” means the requirements of Part 6 of Subtitle B of Title I of ERISA and Code § 4980B and any similar state Law.

“Code” means the Internal Revenue Code of 1986, as amended.

“Common Shares” means shares of Common Stock of Grande Holdings, par value $0.001 per share.

“Common Units” means the “Class A Common Units” as defined in the Ultimate Parent Partnership Agreement.

“Communications Act” means the Communications Act of 1934, as amended.

“Confidentiality Agreement” shall have the meaning set forth in Section 10.2.

“Contract” means any agreement, contract, lease or sublease, license or sublicense, purchase order, arrangement, commitment, indenture, note, security, instrument, consensual obligation, promise, covenant or undertaking, including all franchises, rights-of-way, bulk service, commercial service or multiple dwelling unit agreements, access agreements, Programming Agreements, Bond, signal supply agreements, agreements with community groups, commercial leased access agreements, collocation agreements, capacity license agreements, partnership, joint venture or other similar agreements or arrangements, and advertising interconnect agreements, or any other agreement, understanding or arrangement, in each case, whether written or oral, and all rights associated therewith.

“Contribution Agreement” shall have the meaning set forth in Section 3.2(a)(vii).

“Conversion” has the meaning set forth in the Recitals.

“Core Capitalization” means the Core Enterprise Value plus $15,000,000 plus the ABRY Transaction Expenses less the amount (if any) by which the Closing Non-Cash Working Capital Amount is less than zero.

“Core Enterprise Value” means the Enterprise Value minus $25,000,000.

“Court Order” means any judgment, order, writ, decision, injunction, award, ruling or decree (including any of the same entered into voluntarily) of any foreign, federal, state, local or other court or tribunal and any ruling or award in any binding arbitration proceeding.

“CSG month” means the billing month of CSG Systems, Inc. a third party provider of billing software and services to Grande Operating, such billing month commencing on the 22nd of each calendar month and ending on the 21st of each succeeding calendar month.

“Customer” means a subscriber to a Service.

“Debt Financing Commitment” shall have the meaning set forth in Section 5.8.

“DGCL” means the General Corporation Law of the State of Delaware, as amended.

“Digital Services” means an optional tier of digital video and music services offered by any Cable System.

“Dispute Notice” shall have the meaning set forth in Section 3.4(d).

“Dispute Parties ” shall have the meaning set forth in Section 3.4(e).

“Distribution Amount” means $1,000,000.

“Encumbrance” means any charge, claim, condition, equitable interest, lien, encumbrance, option, pledge, security interest, mortgage, right of way, easement, encroachment, servitude, right of first option, right of first refusal or similar restriction, including any restriction on use, voting (in the case of any security or equity interest), transfer, receipt of income or exercise of any other right or attribute of ownership.

“Enforceability Exception” means the effects of bankruptcy, insolvency, reorganization, moratorium and other Laws relating to or affecting the rights of creditors and of general principles of equity.

“Enterprise Value” means $255,000,000.

“Enterprise Value Deductions” means (a) the sum of (i) the Closing Indebtedness Amount, (ii) the amount of Grande Holdings Transaction Expenses, and (iii) the amount, if any, by which the Closing Non-Cash Working Capital Amount is less than $0.00, reduced by (b) the sum of (i) the amount, if any, by which the Closing Non-Cash Working Capital Amount is greater than $0.00, and (ii) the amount of Grande Cash Balance.

“Environmental Laws” shall have the meaning set forth in Section 4.15(a).

“Equipment Capital Leases” means those equipment capital leases of Grande Holdings or Grande Operating set forth in Section 1.1 of the Grande Disclosure Schedule.

“Equity Securities” of any Person means (a) capital stock, membership or partnership interest or other ownership interest of or in such Person, (b) securities directly or indirectly convertible into or exchangeable for any for the foregoing; (c) options, warrants or other rights directly or indirectly to purchase or subscribe for any of the foregoing or securities convertible into or exchangeable for any of the foregoing; or (d) Contracts, commitments, agreements, understandings, arrangements, calls or claims of any kind relating to the issuance of any of the foregoing or giving Person the right to participate in or receive any payment based on the profits or performance of such Person (including any equity appreciation, phantom equity or similar plan or right).

“Equivalent Basic Video Subscribers” means, as of any date, the number of “Bulk CSG” customers (as referenced on Line 17 of the attached Exhibit A”) of Grande Operating determined in accordance with the methodology set forth in the attached Exhibit A.

“ERISA” shall have the meaning set forth in Section 4.14(a).

“Estimated ABRY Common Funding Amount” and “Estimated ABRY Preferred Funding Amount” mean the estimated ABRY Common Funding Amount and the ABRY Preferred Funding Amount, respectively, computed utilizing the estimates set forth in the Estimated Closing Statement (subject to the proviso set forth in Section 3.4(b)), the Estimated Grande Equity Percentage and ABRY’s good faith estimates of the Total Funding Amount and the Senior Debt Funding Amount.

“Estimated Closing Statement” shall have the meaning set forth in Section 3.4(b).

“Estimated Grande Equity Percentage” shall have the meaning set forth in Section 3.4(b).

“Exchange Act” means the U.S. Securities Exchange Act of 1934, as amended.

“Excluded Employee” shall have the meaning set forth in Section 7.17.

“Executive Employment Agreements” means the employment agreements between Grande Operating and an officer of Grande Operating, as identified in Section 1.1 of the Grande Disclosure Schedule.

“Expanded Basic Service(s)” means an optional tier of video services greater than Basic Video Services offered by the Cable Systems under various different names, excluding a la carte tiers, premium services, Digital Services, any new product tier, Pay TV, and High Speed Internet Services.

“FCC” means the U.S. Federal Communications Commission.

“FCC Authorization(s)” means any Governmental Authorization issued or granted by the FCC.

“FCC Rules” means the rules, regulations, orders and published policies of the FCC.

“Final ABRY Common Funding Amount,” “Final ABRY Preferred Funding Amount” and “Final Grande Equity Percentage” mean the ABRY Common Funding Amount, the ABRY Preferred Funding Amount and the Grande Equity Percentage, respectively, as finally determined pursuant to Section 3.4.

“Financing” means the financing to be obtained or proposed to be arranged by ABRY or any of its Affiliates in order to permit the Parent Parties and Grande Operating to consummate the Transactions and otherwise perform their obligations hereunder, whether or not pursuant to the Debt Financing Commitment, or any portion thereof.

“Franchise” means each franchise, as such term is defined in the Communications Act, granted by a Governmental Authority authorizing the construction, upgrade, maintenance or operation of any part of the Cable Systems that comprise the Business.

“Funded Debt” means, without duplication, all obligations of Grande Holdings and Grande Operating as of the Closing for (a) the Equipment Capital Leases, (b) Indebtedness for borrowed money and (c) any accrued interest or prepayment premiums or penalties related to Indebtedness set forth in foregoing clauses (a) and (b), but excluding all Retained Indebtedness, accrued liabilities and accounts payable.

“Funding and Valuation Amounts” shall have the meaning set forth in Section 3.4(c).

“GAAP” means U.S. generally accepted accounting principles as in effect on the date of this Agreement.

“Governmental Authority” means any domestic or foreign federal, state or local court, regulatory or administrative authority or agency or other governmental or quasi-governmental entity, authority or agency, or instrumentality thereof.

“Governmental Authorizations” means all licenses (including cable television relay service, business radio and other licenses issued by the FCC or any other Governmental Authority), permits (including construction permits), certificates, waivers, amendments, consents, Franchises (including similar authorizations or permits), exemptions, variances, expirations and terminations of any waiting period requirements (including pursuant to the HSR Act), other actions by, and notices, filings, registrations, qualifications, declarations and designations with, and other authorizations and approvals issued by or obtained from a Governmental Authority or pursuant to any Law.

“Grande Benefit Plans” shall have the meaning set forth in Section 4.14(a).

“Grande Cash Balance” means the fair market value of all cash and cash equivalents (including marketable securities and short term investments) of Grande Operating as of the Adjustment Time, including the foregoing to the extent contributed by Grande Holdings to Grande Operating or assumed by Grande Operating pursuant to the Contribution Agreement (as if such contribution and assumption occurred immediately prior to the Adjustment Time), in each case including restricted balances and after deducting (a) the aggregate amount of checks outstanding but not presented for payment at such time and (b) the Distribution Amount.

“Grande Disclosure Schedule” shall have the meaning set forth in the first paragraph of Article IV.

“Grande Employee” shall have the meaning set forth in Section 4.14(a).

“Grande Employee Agreement” shall have the meaning set forth in Section 4.14(a).

“Grande Equity Percentage” has the following meaning: (a) if the amount of the Enterprise Value Deductions is less than or equal to $224,800,000, then the Grande Equity Percentage shall mean 24.7% and (b) if the amount of the Enterprise Value Deductions is greater than $224,800,000, then the Grande Equity Percentage shall mean the quotient (expressed as a percentage) of the Grande Equity Value divided by $130,364,000.

“Grande Equity Value” means the Enterprise Value (i) increased by the amount, if any, by which the Closing Non-Cash Working Capital Amount is greater than $0.00, (ii) reduced by the amount, if any, by which the Closing Non-Cash Working Capital Amount is less than $0.00, (iii) reduced by the Closing Indebtedness Amount, (iii) reduced by the amount of Grande Holdings Transaction Expenses and (iv) increased by the amount of Grande Cash Balance.

“Grande ERISA Affiliate” shall have the meaning set forth in Section 4.14(a).

“Grande Holdings” shall have the meaning set forth in Preamble.

“Grande Holdings Acquisition Proposal” means any offer or proposal for, or any indication of interest in, a merger, acquisition, consolidation or other business combination directly or indirectly involving an acquisition of Grande Holdings or Grande Operating or the acquisition of all or a substantial equity interest in, or all or substantially all of the assets of, Grande Holdings or Grande Operating, other than the Transactions.

“Grande Holdings Director” has the meaning set forth in the Partners Agreement.

“Grande Holdings Distribution” has the meaning set forth in Section 3.1(a).

“Grande Holdings Investor” has the meaning set forth in Section 2.2.

“Grande Holdings Lease Guarantees” has the meaning set forth in Section 7.26.

“Grande Holdings SEC Reports” means any registration statement, report, schedule, and other document (including exhibits and amendments thereto) of Grande Holdings, including Grande Holdings’ Annual Reports to Stockholders incorporated by reference in certain of such reports, filed by Grande Holdings or its predecessors with the SEC, if any, since January 1, 2005 under the Securities Act or the Exchange Act.

“Grande Holdings Shares” means the Common Shares and the Preferred Shares, collectively.

“Grande Holdings Stockholders’ Approval” means: (a) the approval of the Transactions by (i) the holders of at least a majority of the votes entitled to be cast by holders of outstanding Common Shares and Preferred Shares, voting together as a single class, on an as-converted to Common Shares basis, and (ii) the holders of at least 51% of the outstanding Preferred Shares (other than the Series H Preferred Shares), voting together as a single class, on an as-converted to Common Shares basis; (b) the agreement that the Transactions will not be deemed a liquidation, dissolution or winding up of Grande Holdings by (i) the holders of at least 51% of the outstanding Preferred Shares (other than the Series H Preferred Shares), voting together as a single class, on an as-converted to Common Shares basis, and (ii) the holders of at least 51% of the outstanding Series G Preferred Shares voting on an as-converted to Common Shares basis; and (c) the approval of the holders referred to in (a)(i) and (a)(ii) of the merger of Grande Holdings with and into a wholly-owned subsidiary of Grande Holdings incorporated in Nevada and amendments to the certificate of incorporation and bylaws of Grande Holdings and the approval of the holders of 66% of the Registrable Securities (as defined in the Fifth Amended and Restated Investor Rights Agreement of Grande Holdings, dated as of December 12, 2005) of the amendment and restatement of such Fifth Amended and Restated Investor Rights Agreement.

“Grande Holdings Superior Proposal” shall have the meaning set forth in Section 9.1(g).

“Grande Holdings Termination Fee” shall have the meaning set forth in Section 9.2(b)(i).

“Grande Holdings Transaction Expenses” means all costs and expenses incurred by Grande Holdings or Grande Operating at or prior to the Closing (including on behalf of one or more of the Securityholders) in connection with the Transactions only to the extent that such costs and expenses are not paid at prior to the Adjustment Time (including (a) all fees and expenses payable to Xxxxxx Capital Partners, Xxxxxxx Xxxxxx L.L.P., Xxxxxx Xxxx & Xxxxxx LLP, Xxxxx & Xxxxx, Xxxxxxxx P.C., Xxxxxxx & Xxxxxx and other professional advisors in connection with the Transactions; and (b) all bonuses payable to officers and employees of Grande Holdings or Grande Operating in connection with the consummation of the Transactions under the Transaction Bonus Plan and any severance obligations of Grande Holdings or Grande Operating arising under the Executive Employment Agreements in respect of any Grande Employees party thereto, if any, to be terminated at or after the Closing in connection with the Transactions or the implementation of the arrangements under the Atlantic Broadband Management Agreement; and (c) other amounts that are stated in this Agreement to be Grande Holdings Transaction Expenses, whenever and for whatever reason incurred, other than the obligations incurred by Grande Holdings under Section 7.3. For the avoidance of doubt, any costs or expenses incurred by Grande Holdings or the Grande Holdings Investor following Closing with respect to this Agreement and the Ancillary Agreements shall not constitute Grande Holdings Transaction Expenses and shall be the sole responsibility of Grande Holdings.

“Grande Intellectual Property” shall mean the Owned Grande Intellectual Property and the Licensed Grande Intellectual Property and all other Intellectual Property used or held for use in the Business.

“Grande Manager” means Grande Manager LLC, a Delaware limited liability company.

“Grande Material Adverse Effect” means any event, circumstance, condition, development or occurrence causing, resulting in or having a material adverse effect on (i) the financial condition, business or results of operations of Grande Operating (after giving effect to the transactions contemplated by the Contribution Agreement as if they had occurred); provided, that in no event shall any of the following be deemed to constitute or be taken into account in determining whether a Grande Material Adverse Effect of the type described in this clause (i) has occurred: any event, circumstance, change or effect that results from (A) conditions affecting the economy generally (so long as Grande Operating is not disproportionately affected thereby as compared with similarly situated companies) (B) conditions affecting the industry in which Grande Operating operates (so long as Grande Operating is not disproportionately affected thereby as compared with similarly situated companies), (C) the announcement or pendency of this Agreement or the Transactions, (D) compliance with the terms of this Agreement, (E) changes in Laws (so long as Grande Operating is not disproportionately affected thereby as compared with similarly situated companies), (F) changes in accounting principles (so long as Grande Operating is not disproportionately affected thereby as compared with similarly situated companies), (G) acts of war or terrorism (so long as Grande Operating is not disproportionately affected thereby as compared with similarly situated companies), or (H) the failure to meet analyst projections in and of itself or (ii) the rights of the ABRY Parties as against Grande Holdings, the Grande Holdings Investor or Grande Operating, or the ability of Grande Holdings, the Grande Holdings Investor or Grande Operating to perform its obligations, under this Agreement or any Ancillary Agreement.

“Grande Material Contracts” shall have the meaning set forth in Section 4.20(b).

“Grande Operating” shall have the meaning set forth in the Preamble.

“Grande Operating Agreement” shall have the meaning set forth in Section 2.1.

“Grande Operating Common Stock” shall have the meaning set forth in the Recitals.

“Hazardous Substances” shall have the meaning set forth in Section 4.15(b).

“High Speed Internet Services” means Internet service provider and backbone connectivity services offered by any Cable System to its customers through a cable modem and cable modem termination system.

“HSR Act” means the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended.

“Indebtedness” means, without duplication, all (a) indebtedness for borrowed money, including the Senior Secured Notes (b) capitalized leases, including the Equipment Capital Leases (other than Retained Indebtedness), (c) Retained Indebtedness, (d) accrued interest on or in respect of the foregoing, and (e) with respect to the foregoing clauses (a) and (b) all premiums, penalties, fees and breakage costs, in each case of Grande Holdings and Grande Operating, and all obligations for the deferred purchase price owed in connection with any acquisitions and any guarantees of the types of obligations described above of any other Person, but excluding all trade accounts payable of Grande Holdings or Grande Operating.

“Indemnification Agreements” shall have the meaning set forth in Section 7.3(a).

“Indemnification Liabilities” shall have the meaning set forth in Section 7.3(a).

“Indemnified Party” shall have the meaning set forth in Section 7.3(a).

“Indenture” shall have the meaning set forth in Section 7.13(a).

“Independent Account ” shall have the meaning set forth in Section 3.4(e).

“Independent Accountant’s Determination ” shall have the meaning set forth in Section 3.4(f).

“Individual Basic Video Subscribers” at any time means the sum of the number of “Paying Active Customers” and “Omnia customers” (each as referenced on Lines 12 and 20, respectively, of Exhibit A attached hereto) determined in accordance with the methodology set forth on Exhibit A attached hereto.

“Information Statement” means the information statement to be delivered to the Securityholders of Grande Holdings in respect of the Transactions.

“Intellectual Property” shall mean all (a) patents and patent applications, and patent disclosures, together with all reissues, continuations, continuations-in-part, revisions, divisionals, extensions and reexaminations in connection therewith, (b) trademarks, trade names, service marks, designs, trade dress, logos, slogans and Internet domain names, together with all applications, registrations and renewals in connection therewith, and all goodwill associated with any of the foregoing, (c) copyrights and other works of authorship, and all applications, registrations and renewals in connection therewith, (d) trade secrets and other proprietary know-how, technologies, inventions, processes, methods and techniques (including customer and supplier lists, pricing and cost information, and business and marketing plans and proposals), (e) computer software (including data, databases, and related documentation), (f) other proprietary or intellectual property rights, and (g) tangible embodiments of the foregoing (in any form or medium).

“Investor Securities Purchase Agreement” means the securities purchase agreement to be dated as of the Closing Date by and among Ultimate Parent, ABRY and any other parties who become signatory thereto, substantially in the form attached hereto as Exhibit B.

“knowledge of Grande Holdings” and “knowledge of Grande Operating” and each of their iterations (including “know”) refers to the actual knowledge after reasonable inquiry of Xxx X. Xxxxxxxxx, Xxxxxxx X. Xxxxxxx, W.K.L. “Xxxxx” Xxxxxxxx, Jr., Xxxxx Xxxxxx, Xxxxx Xxxxxx and Xxxxxxx Xxxx.

“Latest Balance Sheet Date” shall have the meaning set forth in Section 4.10.

“Launch Fees” means any advance or lump sum payments of cash received by or payable to Grande Holdings or Grande Operating or any of their respective Affiliates or any Cable System in connection with any Programming Agreement used in the operation of any Cable System.

“Law” means any federal, state or local law (including common law), statute, rule, regulation, ordinance, Court Order, code or similar instrument or determination or award of a court or any other Governmental Authority.

“Lease Amendments” and “Lease Guaranty Amendments” have the meanings set forth in Section 3.2(a)(xi).

“Leased Real Property” means all leasehold or subleasehold estates and other rights to occupy on an exclusive basis any land, buildings, structures or improvements which is used or intended to be used in the Business.

“Leases” means all leases, subleases, licenses and other agreements (written or oral) pursuant to which Grande Holdings or Grande Operating holds any Leased Real Property, other than any Contract which grants a Right of Way that is not a Grande Material Contract.

“Legacy Employee” shall have the meaning set forth in Section 4.14(a).

“Liability” means, with respect to any Person, any liability, debt, commitment or obligation of such Person of any kind, character or description, whether known or unknown, absolute or contingent, accrued or unaccrued, disputed or undisputed, liquidated or unliquidated, secured or unsecured, joint or several, due or to become due, vested or unvested, executory, determined, determinable or otherwise, and whether or not the same is required to be accrued on the financial statements of such Person.

“Licensed Grande Intellectual Property” shall mean all Intellectual Property that is owned by any Person, other than Grande Holdings or Grande Operating, and licensed to Grande Holdings or Grande Operating, and used or held for use by Grande Holdings or Grande Operating in the conduct of its Business.

“Material Customer” means any customer of Grande Operating which represented either one of the top 25 customers (based on 2008 calendar year revenues) of any of the broadband transport, wholesale (including network services) or enterprise lines of business of Grande Operating, whether such customer purchased goods and/or services pursuant to a Contract or a tarriffed offering.

“Material Leased Real Property” has the meaning set forth in Section 7.19.

“Membership Interests” has the meaning set forth in the Recitals.

“New Lease Guaranties” means the Guaranty and Suretyship Agreements in such forms as may be agreed upon by the ABRY Parties and the “Landlords” referred to in Section 8.2(m) to be executed by Ultimate Parent and Parent at or prior to the Closing, each as in effect from time to time.

“Non-Core Assets Transfer” shall have the meaning set forth in Section 7.1(e).

“Note Purchase Agreement” shall have the meaning set forth in the Recitals.

“Non-Core Subsidiary” means each of Grande Network Services LLC, a Delaware limited liability company, and Grande Broadband LLC, a Delaware limited liability company.

“Ordinary Course of Business” means an action taken by a Person (i) consistent (including with respect to nature, scope and magnitude) with the past practices, customs and procedures of such Person and taken in the ordinary course of the normal, day-to-day operations of such Person and (ii) similar in nature, scope and magnitude to actions customarily taken, without any separate or special authorization, in the ordinary course of the normal, day-to-day operations of other Persons that are in the same line of business as such Person.

“Owned Grande Intellectual Property” shall mean all Intellectual Property that is owned by Grande Holdings or Grande Operating and used or held for use by Grande Holdings or Grande Operating in the conduct of its Business.

“Owned Real Property” means all land, together with all buildings, structures, improvements and fixtures located thereon owned by Grande Operating or Grande Holdings.

“Parent” shall have the meaning set forth in the Preamble.

“Parent Material Adverse Effect” means any event, circumstance, condition, development or occurrence causing, resulting in or having a material adverse effect on (i) the financial condition, business or results of operations of the Parent Parties taken as a whole; provided, that in no event shall any of the following be deemed to constitute or be taken into account in determining whether a Parent Material Adverse Effect of the type described in this clause (i) has occurred: any event, circumstance, change or effect that results from (A) conditions affecting the economy generally (so long as the Parent Parties are not disproportionately affected thereby as compared with similarly situated companies) (B) conditions affecting the industry in which the Parent Parties operate (so long as the Parent Parties, taken as a whole, are not disproportionately affected thereby as compared with similarly situated companies), (C) the announcement or pendency of this Agreement or the Transactions, (D) compliance with the terms of this Agreement, (E) changes in Laws (so long as the Parent Parties, taken as a whole, are not disproportionately affected thereby as compared with similarly situated companies), (F) changes in accounting principles (so long as the Parent Parties, taken as a whole, are not disproportionately affected thereby as compared with similarly situated companies), (G) acts of war or terrorism (so long as the Parent Parties, taken as a whole, are not disproportionately affected thereby as compared with similarly situated companies) or (H) the Parent Parties’ pending ownership of Grande Operating by reason of this Agreement, or (ii) the rights of Grande Holdings, the Grande Holdings Investor or Grande Operating as against either Parent Party, or the ability of any Parent Party to perform their respective obligations, under this Agreement or any Ancillary Agreement.

“Parent Operating Agreement” means the Limited Liability Company Agreement of Grande Parent LLC, dated July 2, 2009.

“Parent Parties” shall have the meaning set forth in Preamble.

“Partners Agreement” means the partners agreement of Ultimate Parent to be dated as of the Closing Date by and among Ultimate Parent, the Grande Holdings Investor, ABRY and any other parties signatory thereto, substantially in the form attached hereto as Exhibit C.

“Pay-off Documents” means documentation obtained by Grande Holdings or Grande Operating from each holder of Funded Debt or an agent or trustee therefor: (a) setting forth the amount or amounts to be paid on the Closing Date in order to repay in full or defease all such Funded Debt and any related obligations (including to pay any accrued interest or other amounts that may be payable), (b) providing that, upon the payment of such amount(s), any Encumbrance securing such Funded Debt or any such related obligation shall be deemed released all related Contracts shall be deemed terminated, (c) providing for the execution, delivery, filing or recording of any document, or any other action that may be required, in order to evidence such release (including, with respect to the Indenture, written instructions from Grande Holdings to the trustee to deliver the Grande Operating Common Stock certificates to Parent), (d) addressing such other usual and customary matters as Parent or any provider of Financing or agent therefor may reasonably require relating to the repayment or defeasance of such Funded Debt and other obligations, in each case in form and substance reasonably acceptable Parent, and (e) any other related documents required or reasonably requested by the holders thereof; provided, that the Note Purchase Agreement, together with any documentation required by or meeting the requirements of the Indenture with respect to the mandatory redemption of any Senior Secured Notes not tendered pursuant to the Note Purchase Agreement to redeem such Senior Secured Notes shall be deemed to be reasonably acceptable to Parent.

“Pay TV” means premium programming services selected by and sold to subscribers on a Cable System on an a la carte basis for monthly fees in addition to the fee for Basic Video Services or Expanded Basic Services.

“Permitted Encumbrances” means (a) liens for Taxes for the current Tax year or other governmental charges which are not yet due and payable or that are being contested in good faith by appropriate Actions; (b) easements, covenants, conditions, restrictions and other similar matters of public record relating to real property that do not materially adversely affect the value or the use and enjoyment of the related real property for the purpose for which it is currently used; (c) mechanics’, materialmens’ carriers’, workmen’s, repairmen’s or other like encumbrances arising or incurred in the Ordinary Course of Business relating to obligations as to which there is no default on the part of Grande Holdings or Grande Operating, or the validity or amount of which is being contested in good faith by appropriate proceedings; (d) rights-of-way granted pursuant to Governmental Authorizations; (e) prior to the consummation of the redemption and discharge of the Senior Secured Notes and the consummation of the other transactions contemplated by the Pay-Off Documents only, Encumbrances arising under or in connection with the Indenture and the Equipment Capital Leases; (f) Encumbrances arising under or in connection with the Real Property Capital Leases or other Retained Indebtedness and (g) Encumbrances set forth in Section 1.1 of the Grande Disclosure Schedule.

“Person” means an individual, a corporation, a limited liability company, a partnership, an association, a trust or any other entity or organization, including any Governmental Authority.

“Post-Closing Consents” means approvals set forth on Schedule A attached hereto.

“Post-Signing Statement” means any financial statement delivered pursuant to Section 7.1(d).

“Preferred Shares” means all shares of Series A Preferred Stock of Grande Holdings, par value $0.001 per share, Series B Preferred Stock of Grande Holdings, par value $0.001 per share, Series C Preferred Stock of Grande Holdings, par value $0.001 per share, Series D Preferred Stock of Grande Holdings, par value $0.001 per share, Series E Preferred Stock of Grande Holdings, par value $0.001 per share, Series F Preferred Stock of Grande Holdings, par value $0.001 per share, Series G Preferred Stock of Grande Holdings, par value $0.001 per share (the “Series G Preferred Shares”) and Series H Preferred Stock of Grande Holdings, par value $0.001 per share (the “Series H Preferred Shares”).

“Preferred Units” means the “Series A Preferred Units” as defined in the Ultimate Parent Partnership Agreement.

“Programming Agreement” means any Contract pursuant to which Grande Holdings or Grande Operating has the right to carry audio and/or video content or programming (or pay for or otherwise provide compensation with regard to cable television programming) on any Cable System and all related arrangements, including with respect to programming and launch initiatives and support; provided, that “Programming Agreement” shall not include any local Cable System leased access agreement required by any Law.

“Proposed Funding Valuation Amounts” shall have the meaning set forth in Section 3.4(e).

“Real Property Capital Leases” means those real property capital leases of Grande Holdings or Grande Operating set forth in Section 1.1 of the Grande Disclosure Schedule.

“Registration Rights Agreement” means the registration rights agreement of Ultimate Parent to be dated as of the Closing Date by and among Ultimate Parent, the Grande Holdings Investor, ABRY and any other parties signatory thereto, substantially in the form attached hereto as Exhibit D.

“Related Party Contract” shall have the meaning set forth in Section 7.18.

“Related Person” means: (a) with respect to a particular individual: each other member of such individual’s Family, any Person that is directly or indirectly controlled by any one or more members of such individual’s Family, any Person in which members of such individual’s Family hold (individually or in the aggregate) a Material Interest, or any Person with respect to which one or more members of such individual’s Family serves as a director, officer, partner, executor or trustee (or in a similar capacity); and (b) with respect to a specified Person other than an individual: any Person that is an Affiliate of such specified Person, any Person that holds a Material Interest in such specified Person, each Person that serves as a director, officer, partner, executor or trustee of such specified Person (or in a similar capacity), any Person in which such specified Person holds a Material Interest or any Person with respect to which such specified Person serves as a general partner or a trustee (or in a similar capacity). For purposes of this definition, the “Family” of an individual includes (i) the individual, (ii) the individual’s spouse or former spouse, (iii) the individual’s mother, father, mother-in-law, father-in-law or sibling (including by adoption or marriage) and (iv) any other natural person who resides with such individual; and a “Material Interest” means direct or indirect beneficial ownership (as defined in Rule 13d-3 under the Exchange Act) of voting securities or other voting interests representing at least 10% of the outstanding voting power of a Person or Equity Securities representing at least 10% of the outstanding Equity Securities in a Person.

“Requisite Bondholders” shall have the meaning set forth in the Recitals.

“Retained Indebtedness” means the Real Property Capital Leases and the other capital leases and Indebtedness of Grande Operating set forth in Section 1.1 to the Grande Disclosure Schedule.

“Retransmission Consent Agreement” means a Programming Agreement whereby Grande Holdings or Grande Operating is expressly authorized to retransmit the signal of a commercial broadcasting station (other than a commercial broadcasting station that is a superstation (and that was a superstation on May 1, 1991) that is distributed by satellite carrier and whose signals are distributed outside the local market of the originating station).

“Review Period” shall have the meaning set forth in Section 3.4(c).

“Rights of Way” means all rights of way, easements, licenses and all other similar rights granted to Grande Holdings or Grande Operating for the right to use and/or have access to and through real property to lay, build, operate, maintain or place cable, wires, conduits or other equipment and facilities.

“Xxxxxxxx-Xxxxx Act” means the Xxxxxxxx-Xxxxx Act of 2002.

“SEC” means the U.S. Securities and Exchange Commission.

“Securities Act” means the U.S. Securities Act of 1933, as amended.

“Securityholder” means any holder of a Grande Holdings Share.

“Senior Debt Funding Amount” means the (a) product of (i) the Core Capitalization and (ii) 50% minus (b) the aggregate principal amount of the Indebtedness of Grande Operating pursuant to capital leases on the Closing Date, and giving effect to the repayment of the Funded Debt.

“Senior Secured Notes” means the 14% senior secured notes issued under the Indenture.

“Service” means Basic Video Services, Expanded Basic Services, Digital Services, telephony services and High Speed Internet Services.

“Subsidiary” means, with respect to any party, any corporation or other organization, whether incorporated or unincorporated, of which (x) at least a majority of the securities or other interests having by their terms voting power to elect a majority of the board of directors or others performing similar functions with respect to such corporation or other organization is directly or indirectly beneficially owned or controlled by such party or by any one or more of its subsidiaries, or by such party and one or more of its subsidiaries, or (y) such party or any Subsidiary of such party is a general partner of a partnership or a managing member of a limited liability company.

“Survival End Date” has the meaning set forth in Section 4.35.

“Tax Authority” means the U.S. Internal Revenue Service and any other domestic or foreign Governmental Authority responsible for the administration of any Taxes.

“Tax Returns” means all federal, state, local and foreign Tax returns, declarations, statements, reports, schedules, forms and information returns and any amended Tax Return relating to Taxes.

“Taxes” and each of its iterations (including “Tax” and “Taxation”), means all federal, state, local and foreign taxes, and other assessments of a similar nature (whether imposed directly or through withholding), including any interest, additions to tax, or penalties applicable thereto (and including without limitation any universal service contributions, regulatory fees, and other similar contribution and fees imposed by the FCC or by any other Telecom Regulatory Authority).

“Telecom Regulatory Authorities” means collectively the applicable local, state or foreign public utility commissions or similar Governmental Authorities governing telecommunications business in the states in which Grande Holdings or Grande Operating provides such services.

“Telecommunications Authorization” means any Governmental Authorization issued or granted by any Telecom Regulatory Authority that allows Grande Holdings or Grande Operating to provide telecommunications services.

“Termination Date” shall have the meaning set forth in Section 9.1(b).

“Title Commitments” shall have the meaning set forth in Section 7.19(a).

“Title Company” shall have the meaning set forth in Section 7.19(a).

“Title IV Plan” shall have the meaning set forth in Section 4.14(c).

“Title Policies” shall have the meaning set forth in Section 7.19(a).

“Total Funding Amount” means the amount of the Funded Debt, plus the amount of the Grande Holdings Transaction Expenses plus $15,000,000 plus the amount of the ABRY Transaction Expenses minus the Grande Cash Balance plus the Distribution Amount.

“Transaction Bonus Plan” means a plan to be adopted by the Grande Holdings’ board of directors pursuant to which $1,070,000 will be paid to Grande Employees and Legacy Employees at the Closing.

“Transactions” shall have the meaning set forth in Section 3.3; provided, that, for all purposes of this Agreement, Transactions shall be deemed not to include the Non-Core Assets Transfer.

“Ultimate Parent” shall have the meaning set forth in the Preamble.

“Ultimate Parent Partnership Agreement” means the amended and restated agreement of limited partnership of Ultimate Parent substantially in the form of Exhibit E hereto.

“WARN Act” shall have the meaning set forth in Section 4.19(b).

“WP Xxxxx Leases” has the meaning set forth in Section 7.26.

ARTICLE II

CONVERSION; ISSUANCE AND SALE OF UNITS; RECAPITALIZATION

2.1 Conversion. At least two (2) days prior to the Closing, Grande Holdings shall cause Grande Operating to file a duly executed Articles of Conversion with the Secretary of State of the State of Delaware in the form attached hereto as Exhibit F (the “Articles of Conversion”) such that upon the effectiveness of such filing, (a) Grande Operating shall cease to be a corporation and Grande Operating shall instead be a limited liability company validly existing and in good standing under the laws of the State of Delaware and (b) the Grande Operating Common Stock shall be converted into the Membership Interests. In connection with the Conversion, Grande Holdings shall adopt the limited liability company agreement of Grande Operating in the form attached hereto as Exhibit F (the “Grande Operating Agreement”).

2.2 Authorization of the Units. Ultimate Parent has authorized the issuance and sale (a) to ABRY of Common Units to be issued at the Closing in accordance with Section 2.3(a) and (b) to Grande Holdings (or any Subsidiary of Grande Holdings designated by Grande Holdings) (Grande Holdings or such wholly-owned Subsidiary designee, the “Grande Holdings Investor”) an amount of Common Units equal to the Estimated Grande Equity Percentage multiplied by the aggregate number of Common Units outstanding on the Closing Date (after giving effect to all to all issuances on such date and the conversion or exercise of any Equity Securities convertible into or exercisable for Common Units on such date), to be issued at the Closing in accordance with Section 2.3(c) and, if any, additional Common Units to be issued upon determination of the Final Grande Equity Percentage. The Common Units shall have and be subject to the rights, restrictions and preferences set forth the Ultimate Parent Partnership Agreement, the Partners Agreement and the Registration Rights Agreement.

2.3 Issuance of Common Units. Subject to and in accordance with the respective terms and conditions of this Agreement and the Ultimate Parent Partnership Agreement, at the Closing, the following transactions shall occur contemporaneously but in the following order:

(a) Pursuant to the Investor Securities Purchase Agreement, Ultimate Parent shall sell and issue to ABRY, and ABRY shall purchase (i) a quantity of Common Units equal to the Estimated ABRY Common Funding Amount divided by $1.00, for an aggregate purchase price equal to the Estimated ABRY Common Funding Amount, and (ii) a quantity of Preferred Units equal to the Estimated ABRY Preferred Funding Amount divided by $1.00, for an aggregate purchase price equal to the Estimated ABRY Preferred Funding Amount.

(b) Grande Holdings and Grande Operating shall consummate the transactions contemplated the Contribution Agreement.

(c) Grande Holdings shall contribute, transfer, convey, assign and deliver to the Ultimate Parent all of the issued and outstanding Membership Interests and assign to Ultimate Parent the Grande Operating Agreement, in each case free and clear of all Encumbrances, and in exchange therefor, Ultimate Parent shall issue to the Grande Holdings Investor an amount of Common Units equal to the Estimated Grande Equity Percentage multiplied by the aggregate number of Common Units outstanding on the Closing Date (after giving effect to all issuances on such date and the conversion or exercise of any Equity Security outstanding or issued on such date which is convertible into or exercisable for Common Units). Immediately following such contribution, the Grande Holdings Investor automatically and without any further action on the part of the Grande Holdings Investor or the Ultimate Parent, shall be admitted as a member of Ultimate Parent with respect to the Grande Holdings Investor’s ownership of the Common Units issued to the Grande Holdings Investor.

(d) Ultimate Parent shall contribute to the capital of Parent (a) all of the Membership Interests and (b) the Estimated ABRY Common Funding Amount and the Estimated ABRY Preferred Funding Amount, and Parent shall contribute to the capital of Grande Operating the Estimated ABRY Common Funding Amount and the Estimated ABRY Preferred Funding Amount.

The parties to this Agreement intend that, for federal income tax purposes, the transfer by Grande Holdings hereunder shall constitute a transfer to the Ultimate Parent described in Section 721 of the Code.

ARTICLE III

PAYMENT, DELIVERIES AND CLOSING

3.1 Payments at Closing.

(a) At least one (1) day after the Conversion and at least one (1) day prior to the Closing, Grande Operating will pay or cause to be paid to Grande Holdings the Distribution Amount (the “Grande Holdings Distribution”), by wire transfer of immediately available funds.

(b) At the Closing, the ABRY Parties will pay or cause to be paid, on behalf of Grande Holdings and Grande Operating, by wire transfers of immediately available funds:

(i) to such account or accounts as are specified in the applicable Pay-Off Document(s) (or, to the extent not specified therein, as specified by or on behalf of the holder of the Funded Debt in question), the aggregate amount required to pay and satisfy in full all Funded Debt set forth in the Pay-Off Documents;

(ii) to such account or accounts of the Persons to whom they are owed as Grande Holdings specifies to Parent within two days prior to Closing, an amount sufficient to pay unpaid Grande Holdings Transaction Expenses, including the bonuses provided for under the Transaction Bonus Plan; and

(iii) as instructed by ABRY, the ABRY Transaction Expenses.

3.2 Deliveries at Closing. At the Closing,

(a) Grande Holdings hereby agrees to:

(i) deliver to Parent stock certificates representing all of the Grande Operating Common Stock, duly stamped cancelled, (or deliver written instructions to the trustee under the Indenture to deliver such original stock certificates to Parent or, at Parent’s request, the financing sources in connection with the Financing contemplated pursuant to the Debt Financing Commitment or any alternative Financing, or a trustee or agent therefor) and the unit certificates, if any, representing all of the Membership Interests together with a unit power executed in blank;

(ii) deliver to Ultimate Parent a certificate dated as of a date no earlier than ten (10) business days before the Closing Date of the Secretary of State of each applicable jurisdiction as to the legal existence and good standing (including tax) of each of Grande Holdings and Grande Operating, and a certificate as of a date no earlier than ten (10) business days before the Closing Date from the Secretary of State of each applicable jurisdiction as to Grande Operating’s qualification to transact business and good standing in each jurisdiction in which it is then required to be qualified to do business;

(iii) cause to be executed and delivered to Ultimate Parent by the Grande Holdings Investor a counterpart of each of the Ultimate Parent Partnership Agreement, the Partners Agreement and the Registration Rights Agreement;

(iv) cause the execution and delivery of resignations, effective as of Closing, in the form attached hereto as Exhibit G of the directors and officers of Grande Operating other than those identified by ABRY in a writing delivered to Grande Holdings not later than three (3)days prior to the Closing Date;

(v) cause Grande Operating to execute and deliver to Atlantic Broadband the Atlantic Broadband management services agreement substantially in the form attached hereto as Exhibit H (the “Atlantic Broadband Management Agreement”);

(vi) cause Grande Operating to execute and deliver to ABRY (or to an Affiliate to whom ABRY may specify) the advisory agreement substantially in the form attached hereto as Exhibit I (the “ABRY Advisory Agreement”);

(vii) execute and deliver, and cause Grande Operating to execute and deliver, a contribution, assignment and assumption agreement substantially in the form attached hereto as Exhibit J (the “Contribution Agreement”);

(viii) deliver to Ultimate Parent evidence of any terminations called for by Section 7.17(a);

(ix) deliver to Ultimate Parent a certificate, dated as of the Closing Date, sworn under penalty of perjury, that Grande Holdings is not a foreign person within the meaning of Treasury Regulation Section 1.1445-5(b)(3);

(x) cause the Grande Holdings Investor to become party to this Agreement, if the Grande Holdings Investor is not Grande Holdings;

(xi) cause Grande Operating to execute and deliver amendments to each of the WP Xxxxx Leases in such forms as may be agreed upon by the ABRY Parties, Grande Holdings and the “Landlords” referred to in Section 8.2(m) (the “Lease Amendments”), and execute and deliver amendments to the Grande Holdings Lease Guaranties in such forms as may be agreed upon by the ABRY Parties, Grande Holdings and such “Landlords” (the “Lease Guaranty Amendments”); and

(xii) deliver a copy of the notice of redemption in respect of the Senior Secured Notes.

(b) ABRY Parties hereby agree to:

(i) make, or cause to be made, the payments contemplated by Section 3.1(b);

(ii) deliver or cause to be delivered copies of executed transaction and closing documents with respect to the Financing (including the Investor Securities Purchase Agreement) and evidence reasonably satisfactory to Grande Holdings that such transactions shall have been consummated;

(iii) deliver to Grande Holdings a certificate as of a date no earlier than ten (10) business days before the Closing Date of the Secretary of State of the State of Delaware as to the legal existence and good standing (including tax) of each ABRY Party in Delaware;

(iv) execute and deliver to the Grande Holdings Investor a counterpart of each of the Ultimate Parent Partnership Agreement, the Partners Agreement, the Registration Rights Agreement executed by each of the parties thereto (other than the Grande Holdings Investor);

(v) deliver to Grande Holdings a fully executed Parent Operating Agreement in the form attached hereto as Exhibit K;

(vi) Ultimate Parent and Parent will execute and deliver the New Lease Guaranties; and

(vii) cause Atlantic Broadband to execute and deliver to Grande Holdings the Atlantic Broadband Management Agreement.

(c) ABRY LLC hereby agrees to deliver to Grande Holdings an executed counterpart of the ABRY Advisory Agreement, executed by ABRY LLC.

3.3 Closing. The closing (the “Closing”) of the transactions contemplated by this Agreement and the Contribution Agreement (the “Transactions”) shall take place at 10:00 a.m., local time, on a business day (the “Closing Date”) of which Parent gives Grande Holdings at least five (5) business days’ notice, which business day will not be earlier than the fifth (5th) business day after the first business day upon which all of the conditions set forth in Article VIII (other than those conditions that are to be satisfied at the Closing by the taking of actions by the parties hereto that such parties are able and willing to take) are satisfied or waived, at the offices of Xxxxxxx Xxxxxx L.L.P., 000 Xxxxxxxx Xxxxxx, Xxxxx 0000, Xxxxxx, Xxxxx 00000, or at such other date and time as Parent and Grande Holdings shall agree; provided, that if all such conditions have been satisfied or waived prior to the fifth (5th) business day prior to the Termination Date and Parent has not given such notice to Grande Holdings, then the Closing Date will be the Termination Date.

3.4 Determination of Funding and Valuation Amounts.

(a) [intentionally omitted]

(b) No later than the third business day prior to the Closing Date, Grande Holdings shall deliver to Parent a statement (the “Estimated Closing Statement”) setting forth Grande Holdings’ good faith estimates of the Closing Non-Cash Working Capital Amount, the Closing Indebtedness Amount, the Grande Holdings Transaction Expenses, and the Grande Cash Balance and Grande Holdings’ computation of the Grande Equity Percentage based upon such estimates (the “Estimated Grande Equity Percentage”); provided, that, if Parent disagrees in good faith with any such estimate, Parent and Grande Holdings shall mutually resolve such disagreement prior to the Closing Date and compute the Estimated Grande Equity Percentage based on the agreed-upon estimated amounts. Grande Holdings and Grande Operating will permit Parent and its advisors, legal counsel, accountants and agents reasonable access to the books, records, systems and personnel of Grande Holdings and Grande Operating to enable Parent to review the accuracy of the estimates set forth in the Estimated Closing Statement.

(c) No later than the 90th day after the Closing Date (or if such day is not a business day, then the next succeeding business day), Parent will deliver to Grande Holdings a statement (the “Closing Statement”) setting forth Parent’s determination of the Closing Non-Cash Working Capital Amount, the Closing Indebtedness Amount, the Grande Holdings Transaction Expenses, the Grande Cash Balance and the ABRY Transaction Expenses, together with Parent’s computations of the following: the Grande Equity Value, the Grande Equity Percentage, the Total Funding Amount, the ABRY Common Funding Amount and the ABRY Preferred Funding Amount (collectively, the “Funding and Valuation Amounts”) based upon such determinations. During the 30 days following the delivery of the Closing Statement (the “Review Period”) (provided, that, if the last day of such 30-day period is not a business day, then the Review Period will end on the next succeeding business day), Parent and Grande Operating will permit Grande Holdings and its advisors, legal counsel, accountants and agents reasonable access to the books, records, systems and personnel of Grande Operating to enable Grande Holdings to review the accuracy of the determinations set forth in the Closing Statement.

(d) If Grande Holdings disagrees with any of Parent’s determinations set forth in the Closing Statement, then Grande Holdings may give Parent written notice to that effect (the “Dispute Notice”), setting forth a reasonably-detailed description of the basis of Grande Holdings’ determinations of the amounts it disputes and the corresponding adjustments to the Funding and Valuation Amounts as set forth in the Closing Statement, on or prior to the last day of the Review Period. Any item not identified by Grande Holdings in the Dispute Notice as being in dispute shall be deemed final and binding on Parent, Grande Operating and ABRY on the last day of the Review Period (or, if earlier, when the Dispute Notice is delivered). If no Dispute Notice is timely received by Parent, or if Grande Holdings delivers to Parent written notice to the effect that Grande Holdings does not dispute the determinations set forth in the Closing Statement, then the computation of the Funding and Valuation Amounts set forth in the Closing Statement shall become final and binding upon Parent, ABRY, the Grande Holdings Investor and Grande Holdings on the last day of the Review Period (or, if earlier, the date upon which Grande Holdings gives Parent such notice).

(e) If Grande Holdings timely delivers a Dispute Notice, then Grande Holdings and Parent will attempt in good faith to resolve the items in dispute. Any determination of the Funding and Valuation Amounts that is agreed to in writing by the Grande Holdings and Parent shall become final and binding upon Parent, Grande Operating, the Grande Holdings Investor and Grande Holdings on the day upon which such written agreement has been executed and delivered by each of them. If Grande Holdings and Parent do not resolve all of their disagreements with respect to the proposed adjustments set forth in the Dispute Notice within 30 days after the delivery of the Dispute Notice to Parent, they shall refer any remaining items of disagreement to KPMG LLP (the “Independent Accountant”). When they refer such disputed items to the Independent Accountant, each of Grande Holdings and Parent (the “Dispute Parties”) shall give the other Dispute Party and the Independent Accountant written notice of such Dispute Party’s determination of the Funding and Valuation Amounts based upon the amounts not in dispute and such Dispute Party’s determination of the amounts in dispute (such Dispute Party’s “Proposed Funding and Valuation Amounts”).

(f) The Independent Accountant, acting as an expert and not as an arbitrator, shall determine, in accordance with this Agreement, the Funding and Valuation Amounts based upon the amounts not in dispute and the Independent Accountant’s determination as to the amounts in dispute (the “Independent Accountant’s Determination”); provided, that the amount of the Independent Accountant’s Determination of any Funding and Valuation Amount shall not exceed the amount of the Grande Holdings’ corresponding Proposed Funding and Valuation Amount or be less than the amount of Parent’s corresponding Proposed Funding and Valuation Amount. The Dispute Parties shall instruct the Independent Accountant to deliver its written determination to the Dispute Parties no later than 30 days after the amounts in dispute are referred to the Independent Accountant. Each Dispute Party shall be permitted to present a supporting brief to the Independent Accountant (which supporting brief shall also be concurrently provided to the other Dispute Party) within ten (10) days of the engagement of the Independent Accountant. Within five (5) days of receipt of a supporting brief, the receiving Dispute Party may present a responsive brief to the Independent Accountant (which responsive brief shall also be concurrently provided to the other Dispute Party). Each Dispute Party may make an oral presentation to the Independent Accountant (in which case, such Dispute Party shall notify the other Dispute Party of such presentation not fewer than five (5) days prior thereto, and the other Dispute Party shall have the right to be present at such presentation and to make a presentation of its own) within twenty (20) days of the engagement of the Independent Accountant. The Dispute Parties shall make readily available to the Independent Accountant all relevant books and records and any work papers (including those of the parties’ respective accountants, to the extent permitted by such accountants) relating to the determination of the Funding and Valuation Amounts and all other items reasonably requested by the Independent Accountant in connection therewith. The Independent Accountant shall only consider the briefs and oral presentations of or on behalf of Grande Holdings and Parent and the materials so provided to it, and shall not conduct any independent review in determining the items disputed by Dispute Parties.

(g) The Independent Accountant’s Determination shall become final and binding upon Parent, ABRY, the Grande Holdings Investor and Grande Holdings on the day upon which written notice thereof has been delivered to each of Grande Holdings and Parent. The fees and disbursements of the Independent Accountant shall be borne by (i) Parent, in a fraction, the numerator of which is the difference (if any) between the amount of the Grande Equity Percentage that is part of the Parent’s Proposed Funding and Valuation Amounts and the Independent Accountant’s Determination of the Grande Equity Percentage and the denominator of which is the difference between the Grande Equity Percentage that is part of Parent’s Proposed Funding and Valuation Amounts and the Grande Equity Percentage that is part of Grande Holdings’ Proposed Funding and Valuation Amounts, and (ii) by Grande Holdings, in a fraction equal to one (1) minus the fraction described in clause (i) above.

(h) Upon the final determination of the Funding and Valuation Amounts:

(i) If the Final ABRY Preferred Funding Amount is greater than the Estimated ABRY Preferred Funding Amount, then (A) Grande Operating shall satisfy any unpaid Funding and Valuation Amounts from the Grande Cash Balance or other funds available to it for such purpose and (B) to the extent that the Grande Cash Balance is not sufficient to satisfy such Funding and Valuation Amounts, ABRY will purchase from Ultimate Parent, pursuant to the Investor Securities Purchase Agreement, additional Preferred Units having an aggregate purchase price equal to the amount of such excess, for a purchase price of $1.00 per Preferred Unit.

(ii) Ultimate Parent shall be deemed to have automatically (and without further action) either issued additional Common Units to the Grande Holdings Investor, or cancelled Common Units issued to Grande Holdings Investor pursuant to Section 2.2(b), in each case as may be necessary so that (A) the percentage obtained by dividing: (x) the aggregate number of Common Units issued to the Grande Holdings Investor pursuant to Section 2.2(b) and this Section 3.4(h)(ii), reduced by the number of Common Units, if any, cancelled pursuant to this Section 3.4(h)(ii), by (y) the sum of the total number of Common Units outstanding on the Closing Date and the number of Common Units issued pursuant to this Section 3.4(h), reduced by the number of Common Units, if any, cancelled pursuant to this Section 3.4(h)(ii), giving effect to the conversion or exercise of any Equity Securities outstanding on the Closing Date which are convertible into or exercisable for Common Units, equals (B) the Final Grande Equity Percentage.

(i) After the determination of the Funding and Valuation Amounts, Ultimate Parent shall deliver to the Grande Holdings Investor and ABRY evidence that Schedule B to the Ultimate Parent Partnership Agreement has been amended to reflect any issuance or cancellation of Common Units pursuant to Section 3.4, it being understood and agreed that (i) any Units required to be issued or cancelled pursuant to Section 3.4 shall be deemed to have been issued or cancelled regardless of whether Ultimate Parent actually amends such schedule and (ii) the failure to so amend such schedule shall have no effect on the rights of ABRY and the Grande Holdings Investor under this Agreement or the Ultimate Parent Partnership Agreement.

ARTICLE IV

REPRESENTATIONS AND WARRANTIES OF GRANDE HOLDINGS AND GRANDE OPERATING

Except as disclosed in the corresponding Section of the disclosure schedule provided by Grande Holdings and Grande Operating to Parent on the date hereof (the “Grande Disclosure Schedule”), each of Grande Operating and Grande Holdings represents and warrants to the Parent Parties as follows:

4.1 Organization and Qualification.

(a) Each of Grande Holdings and Grande Operating is a corporation duly organized, validly existing and in good standing under the Laws of the State of Delaware, is duly qualified to do business as a foreign corporation and is in good standing in the jurisdictions in which the character of its properties or the nature of its business makes such qualification necessary, except in jurisdictions, if any, where the failure to be so qualified, in the aggregate, would not result in a Grande Material Adverse Effect. Each of Grande Holdings and Grande Operating has all requisite corporate power and authority to own, use or lease its properties and to carry on its business as it is now being conducted except as, in the aggregate, would not result in a Grande Material Adverse Effect. Grande Holdings has made available to Parent a complete and correct copy of the certificate of incorporation and bylaws, each as amended to date, of each of Grande Holdings and Grande Operating, and such certificates of incorporation and bylaws as so made available are in full force and effect. Neither Grande Holdings nor Grande Operating is in default in the performance, observation or fulfillment of any provision of its articles of incorporation or bylaws.

4.2 Capitalization of Grande Operating.

(a) Other than the Grande Operating Common Stock, and following the Conversion, the Membership Interests, owned by Grande Holdings, Grande Holdings does not own any other Equity Securities of Grande Operating and neither Grande Holdings nor Grande Operating owns any Equity Securities of any other Person (other than the Grande Holdings Investor).

(b) Grande Holdings is the record and beneficial owner of all of the outstanding Grande Operating Common Stock, and following the Conversion, all of the outstanding Membership Interests, all of which is identified in Section 4.2(b) of the Grande Disclosure Schedule, and there are no proxies with respect to any such securities, and no Equity Securities of Grande Operating are or may become required to be issued because of any options, warrants, rights to subscribe to, calls or commitments of any character whatsoever relating to, or securities or rights convertible into or exchangeable or exercisable for, Equity Securities of Grande Operating, and there are no contracts, commitments, understandings or arrangements by which Grande Holdings or Grande Operating is or may be bound to issue additional Equity Securities of Grande Operating or securities convertible into or exchangeable or exercisable for any such Equity Securities. Except as set forth in Section 4.2(b) of the Grande Disclosure Schedule, all of such Equity Securities Grande Holdings owns are validly issued, fully paid and nonassessable and are owned by it free and clear of all Encumbrances of any kind and have been issued without violation of any preemptive rights by Grande Operating, and Grande Operating has no outstanding Equity Securities.

4.3 Authority.

(a) Grande Holdings has full corporate power and authority to execute and deliver this Agreement and the Ancillary Agreements to which Grande Holdings is or will be a party and, subject to obtaining the Grande Holdings Stockholders’ Approval, to consummate the Transactions. The execution, delivery and performance of this Agreement and the Ancillary Agreements to which Grande Holdings is or will be a party and the consummation of the Transactions have been duly and validly authorized by Grande Holdings’ board of directors, and no other corporate proceedings on the part of Grande Holdings are necessary to authorize this Agreement and the Ancillary Agreements to which Grande Holdings is or will be a party or to consummate the Transactions, other than the Grande Holdings Stockholders’ Approval. This Agreement has been, and the Ancillary Agreements to which Grande Holdings is or will be a party are, or upon execution and delivery will be, duly and validly executed and delivered by Grande Holdings and, assuming the due authorization, execution and delivery hereof and thereof by the other parties hereto and thereto, constitute, or upon execution and delivery will constitute, valid and binding obligations of Grande Holdings enforceable against Grande Holdings in accordance with their respective terms, except as such enforceability may be subject to the Enforceability Exception.

(b) Grande Operating has full corporate power and authority to execute and deliver this Agreement and the Ancillary Agreements to which Grande Operating is or will be a party and to consummate the Transactions. The execution, delivery and performance of this Agreement and the Ancillary Agreements to which Grande Operating is or will be a party and the consummation of the Transactions have been duly and validly authorized by Grande Operating’s board of directors, and no other corporate proceedings on the part of Grande Operating are necessary to authorize this Agreement and the Ancillary Agreements to which Grande Operating is or will be a party or to consummate the Transactions. This Agreement has been, and the Ancillary Agreements to which Grande Operating is or will be a party are, or upon execution and delivery will be, duly and validly executed and delivered by Grande Operating and, assuming the due authorization, execution and delivery hereof and thereof by the other parties hereto and thereto, constitute, or upon execution and delivery will constitute, valid and binding obligations of Grande Operating enforceable against Grande Operating in accordance with their respective terms, except as such enforceability may be subject to the Enforceability Exception.

(c) The Grande Holdings Investor will have full limited liability company power and authority to execute and deliver this Agreement and the Ancillary Agreements to which the Grande Holdings Investor will be a party and to consummate the Transactions. At or prior to the Closing, the execution, delivery and performance of this Agreement and the Ancillary Agreements to which the Grande Holdings Investor will be a party and the consummation of the Transactions will have been duly and validly authorized by the Grande Holdings Investor’s sole member and manager, and no other limited liability company proceedings on the part of the Grande Holdings Investor will be necessary to authorize this Agreement and the Ancillary Agreements to which the Grande Holdings Investor will be a party or to consummate the Transactions. At or prior to the Closing, this Agreement and the Ancillary Agreements to which the Grande Holdings Investor will be a party, upon execution and delivery, will be duly and validly executed and delivered by the Grande Holdings Investor and, assuming the due authorization, execution and delivery hereof and thereof by the other parties hereto and thereto, upon execution and delivery, will constitute valid and binding obligations of the Grande Holdings Investor enforceable against the Grande Holdings Investor in accordance with their respective terms, except as such enforceability may be subject to the Enforceability Exception.

4.4 Consents and Approvals; No Violation. The execution and delivery of this Agreement and the Ancillary Agreements, the consummation of the Transactions and the performance by Grande Holdings, the Grande Holdings Investor and Grande Operating of their obligations hereunder and thereunder will not:

(a) subject to receipt of the Grande Holdings Stockholders’ Approval, conflict with any provision of the certificate of incorporation or bylaws or similar governing documents, in each case as amended through the date hereof, of Grande Holdings, the Grande Holdings Investor or Grande Operating;

(b) subject to obtaining the Grande Holdings Stockholders’ Approval, require Grande Holdings, the Grande Holdings Investor or Grande Operating to obtain any consent, waiver, approval, order, authorization or permit of, or make a registration with, filing with or notification to nor breach any requirements applicable to Grande Holdings, the Grande Holdings Investor or Grande Operating of:

(i) any Governmental Authority, except for the Post-Closing Consents and except with respect to applicable requirements of (A) the HSR Act, (B) the Securities Act, (C) the Exchange Act and (D) the Communications Act, the FCC and the Telecom Regulatory Authorities, and (E) the Cable Regulatory Authorities, but in the case of clauses (D) through (E), inclusive, only to the extent identified in Section 4.4(b)(i) of the Grande Disclosure Schedule; or

(ii) except as set forth in Section 4.4(b)(ii) of the Grande Disclosure Schedule, any Person other than a Governmental Authority, other than consents, waivers, approvals, orders, authorizations and permits, or registrations, filing or notices, that if not obtained or made would not reasonably be expected, in the aggregate, to (A) result in a Grande Material Adverse Effect, (B) materially impair the ability of Grande Holdings, the Grande Holdings Investor or Grande Operating, as the case may be, to perform its obligations under this Agreement or any Ancillary Agreement or (C) prevent or materially delay the consummation of any of the Transactions;

(c) except as set forth in Section 4.4(c) of the Grande Disclosure Schedule, result in any violation of or the breach of or constitute a default (with notice or lapse of time or both) under, or give rise to any termination, cancellation or acceleration of, guaranteed payment or loss of a material benefit under, or change in, any of the terms, conditions or provisions of any Contract to which Grande Holdings, the Grande Holdings Investor or Grande Operating is a party or by which Grande Holdings, the Grande Holdings Investor or Grande Operating or any of their respective properties or assets may be bound, or any right of any Person to cause any of the foregoing, except for any of the foregoing as to which requisite waivers or consents have been obtained or will be obtained prior to Closing or which, in the aggregate, would not reasonably be expected to (i) result in a Grande Material Adverse Effect, (ii) materially impair the ability of Grande Holdings, the Grande Holdings Investor or Grande Operating to perform its obligations under this Agreement or any Ancillary Agreement or (iii) prevent or materially delay the consummation of any of the Transactions;

(d) violate the provisions of any Court Order or other Law applicable to Grande Holdings, the Grande Holdings Investor or Grande Operating; or

(e) result in the imposition or creation of any Encumbrance upon or with respect to any of the Grande Operating Common Stock or following the Conversion, the Membership Interests, under any Contract of Grande Holdings, the Grande Holdings Investor or Grande Operating or upon or with respect to any asset of Grande Holdings, the Grande Holdings Investor or Grande Operating.

4.5 Grande Holdings SEC Reports; Internal Controls and Procedures; Books and Records.

(a) Grande Holdings has filed with the SEC true and complete copies of all Grande Holdings SEC Reports. As of the respective dates the Grande Holdings SEC Reports were filed or, if any Grande Holdings SEC Reports were amended, as of the date such amendment was filed, each Grande Holdings SEC Report, including any financial statements or schedules included therein, complied in all respects with all applicable requirements of the Securities Act and the Exchange Act, as the case may be, and the applicable rules and regulations promulgated thereunder and, without limiting the foregoing (i) did not contain any untrue statement of material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not materially misleading, and (ii) contained all certifications by the Chief Executive Officer and Chief Financial Officer of Grande Holdings required under Sections 302 and 906 of the Xxxxxxxx-Xxxxx Act. Grande Holdings has not become aware of any information or circumstances that could have caused the statements in those certifications to have been inaccurate or misleading in any respect at the time made or at any time up to the date as of which this representation is made. Other than the execution of this Agreement, as of the date hereof, no event since the date of the last Grande Holdings SEC Report has occurred that would require Grande Holdings to file a Current Report on Form 8-K, other than any event for which such a report has been timely filed.

(b) Grande Holdings has established and maintains disclosure controls and procedures and internal control over financial reporting (as such terms are defined in paragraphs (e) and (f), respectively, of Rule 13a-15 under the Exchange Act) as required by Rule 13a-15 under the Exchange Act. Grande Holdings’ disclosure controls and procedures are sufficient to give reasonable assurance that all material information required to be disclosed by Grande Holdings in the reports that it files or furnishes under the Exchange Act is accumulated and communicated to Grande Holdings’ management as appropriate to allow timely decisions regarding required disclosure and to make the certifications required pursuant to Sections 302 and 906 of the Xxxxxxxx-Xxxxx Act. Grande Holdings’ management has completed its assessment of the effectiveness of Grande Holdings’ internal control over financial reporting in compliance with the requirements of Section 404 of the Xxxxxxxx-Xxxxx Act for the year ended December 31, 2008, and such assessment concluded that such controls were effective.

(c) The financial books and records of Grande Holdings and Grande Operating, all of which have been made available to the Parent Parties, are complete and correct in all material respects and record only actual, bona fide transactions. The minute books of Grande Operating, all of which have been made available to the Parent Parties, contain materially accurate and complete records of all meetings held of, and other corporate action taken by, the stockholders and the board of directors (and committees and sub-committees thereof) of Grande Operating, and no meeting of its stockholders or board of directors has been held, or action in lieu of a meeting been taken, in each case through the date hereof, for which minutes or a written consent is not included in such minute books.

4.6 Financial Statements. Each of the audited consolidated financial statements and unaudited consolidated interim financial statements of Grande Holdings (including any related notes and schedules) included (or incorporated by reference) in its Annual Report on Form 10-K for the fiscal years ended December 31, 2007 and December 31, 2008 and its Quarterly Reports on Form 10-Q for its fiscal quarters ended March 31, 2009 (the “Latest Balance Sheet Date”) and June 30, 2009 have been prepared from, and are in accordance with, the books and records of Grande Holdings and Grande Operating, comply in all material respects with the applicable published rules and regulations of the SEC with respect thereto, have been prepared in accordance with GAAP applied on a consistent basis (except as may be indicated in the notes thereto and subject, in the case of quarterly financial statements, to normal and recurring year-end adjustments that are not material in nature or amount) and fairly present, in conformity with GAAP applied on a consistent basis (except as may be indicated in the notes thereto), the consolidated financial position of Grande Holdings and Grande Operating as of the respective dates thereof and the consolidated results of operations and cash flows (and changes in financial position, if any) of Grande Holdings and Grande Operating for the periods presented therein (subject to normal year-end adjustments that are not material in nature or amount, and the absence of financial footnotes, in the case of any unaudited interim financial statements). The financial statements to be delivered pursuant to Section 7.1 are and shall be (at the time of their delivery to Parent) prepared from, and in accordance with, the books and records of Grande Holdings and Grande Operating consistent with past practice.

4.7 Bonds; Letters of Credit. Section 4.7 of the Grande Disclosure Schedule sets forth a list of all franchise, construction, fidelity, performance and other bonds, guaranties in lieu of bonds and letters of credit posted or required to be posted by Grande Holdings, Grande Operating (collectively, the “Bonds”). Except as set forth in Section 4.7 of the Grande Disclosure Schedule, none of Grande Holdings, Grande Operating, nor any other Person is required on or before Closing to obtain a substitute bond, guarantee in lieu of bond or letter of credit with respect to any of the Bonds, and the Bonds will remain in effect on identical terms immediately following the Closing.

4.8 Powers of Attorney; Guarantees. Except for guarantees by Grande Holdings or Grande Operating solely of obligations of the other of them, neither Grande Holdings nor Grande Operating has any obligation to act under any outstanding power of attorney or any obligation or liability, either accrued, accruing or contingent, as guarantor, surety, co-xxxxxx, endorser (other than for purposes of collection in the Ordinary Course of Business of Grande Holdings or Grande Operating), co-maker or indemnitor in respect of the obligation of any Person and, other than in the ordinary course in connection with routine Tax matters, or has granted a power of attorney or similar right in favor of any Person that remains in effect.

4.9 Bank Accounts. Section 4.9 of the Grande Disclosure Schedule sets forth the names and locations of all banks, trust companies, savings and loan associations and other financial institutions at which Grande Operating maintain accounts of any nature and the account numbers of all such accounts.

4.10 Absence of Undisclosed Liabilities. Except for Liabilities (a) disclosed in Section 4.10 of the Grande Disclosure Schedule, (b) incurred in connection with the Transactions and (c) disclosed on the balance sheet of Grande Holdings and Grande Operating as of March 31, 2009 described in Section 4.6 (the “Latest Balance Sheet”) or incurred in the Ordinary Course of Business since the Latest Balance Sheet Date, neither Grande Holdings nor Grande Operating has any Liabilities that would, in the aggregate, reasonably be expected to have a Grande Material Adverse Effect or would be required by GAAP, consistently applied, to be reflected on a consolidated balance sheet of Grande Holdings and Grande Operating or any note to such a balance sheet.

4.11 Absence of Certain Changes.

(a) Except as set forth in Section 4.11(a) of the Grande Disclosure Schedule, since the Latest Balance Sheet Date there has not been any change or development, or combination of changes or developments that, in the aggregate, have had or would reasonably be expected to have a Grande Material Adverse Effect. Except as disclosed in the Grande Holdings SEC Reports filed with the SEC and publicly available on the date of this Agreement or made available to Parent, prior to the date hereof (i) there has not been any declaration, setting aside or payment of any dividend or other distribution with respect to any Equity Securities of Grande Operating (other than amounts distributed to Grande Holdings prior to the Adjustment Time as required to enable Grande Holdings to pay expenses incurred by Grande Holdings in the Ordinary Course of Business and to pay amounts that, if not paid prior to the Adjustment Time, would constitute Grande Holdings Transaction Expenses, and the Grande Holdings Distribution), or any repurchase, redemption or other acquisition by Grande Operating of any Equity Securities of, or other ownership interests in, Grande Operating, (ii) there has not been any amendment of any term of any outstanding Equity Security or other security of Grande Operating, and (iii) Grande Holdings has not changed the independent accounting firm that conducts its audits.

(b) Except for (i) the execution of this Agreement, the Ancillary Agreements and other agreements contemplated by the Transactions (including the Note Purchase Agreement and the Pay-Off Documents), or (ii) as set forth in Section 4.11(b) of the Grande Disclosure Schedule, since the Latest Balance Sheet Date and through the date of this Agreement, Grande Holdings and Grande Operating have conducted the Business in the Ordinary Course of Business and have not:

(i) increased benefits payable to employees under pension, welfare, severance or termination pay policies or employment agreements, or otherwise made any changes in the terms of any employment agreements, compensation, bonus or other benefits payable to employees other than (A) increased compensation, bonus or other benefits as required by the terms of the agreements or plans currently in effect and set forth in Section 4.14(a)(1) or 4.14(a)(2) of the Grande Disclosure Schedule, (B) pursuant to the Transaction Bonus Plan and (C) solely to the extent paid or to be paid prior to the Adjustment Time or paid to satisfy any Liability included in determining the Closing Non-Cash Working Capital Amount, the payment to any Grande Employees who were furloughed during calendar year 2009 in an amount not to exceed $100,000;

(ii) suffered any material damage or destruction or other material casualty loss (whether or not covered by insurance);

(iii) made any change in the rates charged to its non-bulk residential Customers, other than pursuant to a promotion, selling or marketing campaign described in Section 4.11(b)(vi) or 6.1 of the Grande Disclosure Schedule;

(iv) made any change in any method of accounting or keeping of books of account or accounting practices, except as required by applicable Law or by a change in GAAP requirements;

(v) modified, terminated, renewed, suspended, abrogated or entered into any Franchise, or added or deleted any program services other than (A) any addition or deletion of program services to the extent required under the Cable Act or any other Law or (B) any change to any programming unilaterally implemented by the provider of such programming;

(vi) (A) changed any marketing, subscriber installation, collection or disconnection practices or (B) except as disclosed in Section 4.11(b)(vi) of the Grande Disclosure Schedule, offered discounts pursuant to a promotion, selling or marketing campaign other than a campaign set forth in Section 6.1 of the Grande Disclosure Schedule;

(vii) taken any other action that, if taken after the date hereof and prior to the Closing, would constitute a breach of Sections 6.1(b) or 6.1(d);

(viii) sold, assigned, licensed, abandoned, or otherwise disposed of any material Grande Intellectual Property; or

(ix) agreed, whether in writing or otherwise, to do any of the foregoing or to take any of the actions described in clauses (i) through (iii) of Section 4.11(a).

4.12 Taxes. Except for matters that would not, in the aggregate, be expected to result in a Grande Material Adverse Effect:

(a) except as set forth in Section 4.12(a) of the Grande Disclosure Schedule, Grande Holdings and Grande Operating have filed (or have had filed on their behalf) or will file or cause to be filed on or before the applicable due date (giving effect to applicable extensions), all material Tax Returns required by applicable Law to be filed by any of them prior to or as of the Closing Date. Except as set forth in Section 4.12(a) of the Grande Disclosure Schedule, an extension of time within which to file a Tax Return that has not been filed has not been requested or granted. Grande Holdings and Grande Operating have withheld and paid all Taxes required to have been withheld and paid in connection with amounts paid or owing by Grande Holdings or Grande Operating to any employee, independent contractor, creditor or stockholder;

(b) except as set forth in Section 4.12(b) of the Grande Disclosure Schedule, Grande Holdings and Grande Operating have paid (or have had paid on their behalf), or where payment is not yet due, have established (or have had established on their behalf and for their sole benefit and recourse), or will establish or cause to be established on or before the Closing Date, an adequate accrual for the payment of all material Taxes due with respect to any period ending prior to or as of the Closing Date;

(c) except as set forth in Section 4.12(c) of the Grande Disclosure Schedule to the knowledge of Grande Holdings, no Audit by a Tax Authority is pending or threatened with respect to any Tax Returns filed by, or Taxes due from, Grande Holdings or Grande Operating;

(d) except as set forth in Section 4.12(d) of the Grande Disclosure Schedule, neither Grande Holdings nor Grande Operating has waived any statute of limitations with respect to Taxes or agreed to any extension of time with respect to an assessment or deficiency of Taxes;

(e) except as set forth in Section 4.12(e) of the Grande Disclosure Schedule, neither Grande Holdings nor Grande Operating has received any written (or, to Grande Holdings’ knowledge, other) notice of any material claim made by a Taxing Authority in a jurisdiction where Grande Holdings or Grande Operating thereof does not file a Tax Return that Grande Holdings or Grande Operating is or may be subject to Taxation in such jurisdiction; and

(f) except for the consolidated group of which Grande Holdings is currently the parent, Grande Holdings is not currently a member of any affiliated group of corporations within the meaning of Section 1504 of the Code or similar state or local filing group for Tax purposes.

4.13 Litigation. Except as disclosed in Section 4.13 of the Grande Disclosure Schedule, there is no Action pending or, to the knowledge of Grande Operating, threatened against or directly affecting, Grande Holdings or Grande Operating, any of the directors or officers of Grande Holdings or Grande Operating in their capacity as such or the assets or properties of Grande Holdings or Grande Operating. Except as disclosed in Section 4.13 of the Grande Disclosure Schedule, to the knowledge of Grande Operating, there is not in existence any Court Order enjoining or requiring Grande Holdings or Grande Operating to take any action of any kind with respect to its business, assets or properties.

4.14 Employee Benefit Plans; ERISA.

(a) Section 4.14(a)(1) of the Grande Disclosure Schedule contains a true and complete list of each individual or group compensation or benefit plan, program, fund, agreement or arrangement of any type (including plans described in Section 3(3) of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”)), that is sponsored, maintained, contributed to or required to be contributed to by Grande Holdings or Grande Operating or any entity, trade or business, whether or not incorporated, which together with Grande Holdings or Grande Operating would be or has of any relevant time been deemed a “single employer” within the meaning of Section 414(b), (c), (m) or (o) of the Code or Section 4001(b)(1) of ERISA (a “Grande ERISA Affiliate”), or with respect to which Grande Holdings or Grande Operating has any Liability, including each bonus, deferred compensation, incentive compensation, stock ownership, stock purchase, stock option, phantom stock, performance awards, retirement, vacation, severance, salary continuation, disability, death benefit, cafeteria/flexible benefits, hospitalization, medical, dependent care assistance, tuition reimbursement or scholarship program, fringe benefits or other plan, arrangement or understanding providing benefits to any former or retired employee, officer, consultant, independent contractor, agent or director of Grande Holdings or Grande Operating (each, a “Legacy Employee”) or any current employee, officer, consultant, independent contractor, agent or director of Grande Holdings or Grande Operating (each, a “Grande Employee”) or any other Person and any employment, consulting, severance, termination, change in control or indemnification agreement, arrangement or understanding covering any Grande Employee or Legacy Employee or between Grande Holdings, Grande Operating and any Grande Employee or Legacy Employee or any other Person, without regard to whether the same constitutes an employee benefit plan under ERISA or the number of employees (“Grande Benefit Plans”). Section 4.14(a)(2) of the Grande Disclosure Schedule also lists each employment, severance or similar agreement with respect to which Grande Holdings, Grande Operating or any Grande ERISA Affiliate has any Liability (“Grande Employee Agreement”).

(b) Except as set forth in Section 4.14(b) of the Grande Disclosure Schedule, with respect to each Grande Benefit Plan: (i) if intended to qualify under Section 401(a) or 401(k) of the Code, such plan satisfies the requirements of such sections, has received a favorable determination or opinion letter from the Internal Revenue Service with respect to its qualification, and its related trust has been determined to be exempt from Tax under Section 501(a) of the Code and nothing has occurred to the knowledge of Grande Holdings that could reasonably be expected to adversely affect such qualification or exemption; (ii) each such plan has been maintained, funded, and administered in accordance with its terms and in compliance with the requirements of ERISA, the Code and all applicable Law; (iii) none of Grande Holdings, Grande Operating or any Grande ERISA Affiliate has engaged in, and to the knowledge of Grande Holdings and Grande Operating no other Person has engaged in, any transaction or acted or failed to act in any manner that would subject Grande Holdings, Grande Operating or any Grande ERISA Affiliate to any Liability for a breach of fiduciary duty under ERISA; (iv) no Actions are pending or, to the knowledge of Grande Holdings, threatened; (v) none of Grande Holdings, Grande Operating or any Grande ERISA Affiliate has engaged in, and to the knowledge of Grande Holdings no other Person has engaged in, any transaction in violation of Section 406(a) or (b) of ERISA or Section 4975 of the Code; (vi) there have been no “reportable events” within the meaning of Section 4043 of ERISA; (vii) all contributions, premium payments and other distributions, reimbursements and payments, for all time periods prior to and ending on the Closing Date have been made on a timely basis (within, where applicable, the time limit established under Section 302 of ERISA or Code Section 412); (viii) no notice of intent to terminate such plan has been given under Section 4041 of ERISA and no event has occurred or circumstance exists that may constitute grounds under Section 4042 of ERISA for the termination of, or the appointment of a trustee to administer, such plan; (ix) all reports and filings with any Governmental Authority (including the Department of Labor and the Pension Benefit Guaranty Corporation) and any Tax Authority have been timely made; and (x) except for defined benefit plans (if applicable), such plan may be terminated on a prospective basis without any continuing liability for benefits other than benefits accrued to the date of such termination. All contributions which are required and which have not been made have been properly recorded on the books of Grande Holdings, Grande Operating or a Grande ERISA Affiliate. Except as set forth in Section 4.14(b) of the Grande Disclosure Schedule, no event has occurred with respect to Grande Holdings, Grande Operating or a Grande ERISA Affiliate in connection with which Grande Holdings or Grande Operating would be subject to any Liability, lien or Encumbrance with respect to any Grande Benefit Plan or any employee benefit plan described in Section 3(3) of ERISA maintained, sponsored or contributed to by a Grande ERISA Affiliate.

(c) Except as set forth in Section 4.14(c) of the Grande Disclosure Schedule, with respect to any Grande Benefit Plan that is subject to Title IV of ERISA, other than a “multiemployer plan” as defined in Section 3(37) of ERISA (each a “Title IV Plan”): (i) Grande Holdings, Grande Operating and each Grande ERISA Affiliate have satisfied the minimum funding standard under Section 302 of ERISA and Section 412 of the Code and no waiver of any minimum funding standard or any extension of any amortization period has been requested or granted; (ii) Grande Holdings, Grande Operating and each Grande ERISA Affiliate have paid all amounts due to the Pension Benefit Guaranty Corporation pursuant to Section 4007 of ERISA; (iii) none of Grande Holdings, Grande Operating or any Grande ERISA Affiliate has filed a notice of intent to terminate any Title IV Plan or has adopted any amendment to treat a Title IV Plan as terminated, and the Pension Benefit Guaranty Corporation has not instituted proceedings to treat any Title IV Plan as terminated; (iv) no accumulated funding deficiency, whether or not waived, exists with respect to any Title IV Plan, and no event has occurred or circumstance exists that may result in an accumulated funding deficiency as of the last day of the immediately preceding plan year of any such Title IV Plan; (v) none of Grande Holdings, Grande Operating or any Grande ERISA Affiliate has incurred or is expected to incur any Liability to the Pension Benefit Guaranty Corporation or otherwise under Title IV of ERISA. Grande Holdings, Grande Operating and the Grande ERISA Affiliates have no Liability under Sections 4063 or 4064 of ERISA; (vi) since the last valuation date for each Title IV Plan, no event has occurred or circumstance exists that would increase the amount of benefits under any Title IV Plan or that would cause the excess of Title IV Plan assets over benefit liabilities (as defined in Section 4001 of ERISA) to decrease, or the amount by which benefit liabilities exceed assets to increase; and (vii) no Title IV Plan is considered to be in “at risk” status under Section 430 of the Code.

(d) Except as set forth in Section 4.14(d) of the Grande Disclosure Schedule, no Grande Benefit Plan is nor has Grande Holdings, Grande Operating or any Grande ERISA Affiliate ever sponsored, maintained, contributed to or been required to contribute to, and none of them has any Liability under or with respect to, a “multiemployer plan” (as defined in Section 4001(a)(3) of ERISA or ERISA Section 3(37)), a “multiple employer plan” (within the meaning of Section 210 of ERISA or Section 413(c) of the Code), or a “multiple employer welfare arrangement” (as defined in Section 3(40) of ERISA).

(e) Except as set forth in Section 4.14(e) of the Grande Disclosure Schedule, no Grande Benefit Plan or Grande Employee Agreement provides or contains any obligation to provide post-termination health or life insurance benefits (except as required pursuant to COBRA). Except as set forth in Section 4.14(e) of the Grande Disclosure Schedule, the consummation of the Transactions (i) shall not accelerate the time of payment or vesting or trigger any payment or funding (through a grantor trust or otherwise) of compensation or benefits, increase the amount payable or trigger any other Liability under any Grande Benefit Plan or any Grande Employee Agreement or result in any breach or violation of, or default under, any Grande Benefit Plan or any similar benefits, and (ii) shall not cause any payments or benefits to any employee to be either subject to an excise Tax or non-deductible to Grande Holdings or Grande Operating under Sections 4999 and 280G of the Code, respectively.

(f) With respect to each Grande Benefit Plan and Grande Employee Agreement, Grande Holdings has made available to Parent complete and correct copies of (as applicable): (i) the most recent determination letter or opinion received from the U.S. Internal Revenue Service; (ii) all pending applications for rulings, determinations or opinions filed with any Governmental Authority (including the U.S. Department of Labor and the Pension Benefit Guaranty Corporation) or Tax Authority; (iii) the Form 5500 annual report, accompanying schedules, and audited financial statements for the most recent fiscal or plan year; (iv) the most recently prepared actuarial valuation report (if applicable); and (v) all plan documents (including all amendments thereto), trust agreements, and summary plan descriptions.

(g) Except as set forth in Section 4.14(g) of the Grande Disclosure Schedule, Grande Holdings, Grande Operating and all Grande ERISA Affiliates have complied and are in compliance with the requirements of COBRA. Neither Grande Holdings nor Grande Operating has any Liability as a consequence of at any time being treated as a single employer with any other Person under Section 414 of the Code.

4.15 Environmental Liability. Except as set forth in Section 4.15 of the Grande Disclosure Schedule or for such matters that would not, in the aggregate, reasonably be expected to result in a Grande Material Adverse Effect:

(a) Each of Grande Holdings and Grande Operating has at all times been and is in material compliance with all applicable foreign, federal, state and local environmental, health and safety or similar Laws, statutes, ordinances, restrictions, licenses, rules, orders, regulations, permit conditions, injunctive obligations, and legal requirements, including the Federal Clean Water Act, Safe Drinking Water Act, Resource Conservation & Recovery Act, Clean Air Act, Outer Continental Shelf Lands Act, Comprehensive Environmental Response, Compensation and Liability Act, and Emergency Planning and Community Right to Know Act, as in effect from time to time through the date as of which this representation and warranty is being made (together, “Environmental Laws”).

(b) Neither Grande Holdings nor Grande Operating (nor any of their predecessors-in-interest or Affiliates) has caused, arranged for or allowed the generation, treatment, manufacture, processing, distribution, use, storage, discharge, release, disposal, transport or handling of, or the exposure of any Person to, any chemicals, pollutants, contaminants, wastes, toxic substances, hazardous substances, hazardous materials, petroleum, petroleum products or any substance regulated under any Environmental Law (together, “Hazardous Substances”) so as to give rise to any material Liabilities under Environmental Laws, and no generation, treatment, manufacture, processing, distribution, use, storage, discharge, release, disposal, transport or handling of any Hazardous Substances has occurred at any property or facility (including any Owned Real Property or Leased Real Property) owned, operated or leased by Grande Holdings, Grande Operating or any of their predecessors-in-interest or Affiliates (and no such property or facility is or was contaminated by any Hazardous Substance) so as to give rise to any material Liabilities under Environmental Laws.

(c) Neither Grande Holdings nor Grande Operating has received any written notice from any Governmental Authority or third party or, to the knowledge of Grande Operating, any other communication alleging or concerning any material violation by Grande Holdings or Grande Operating of, or responsibility or Liability of Grande Holdings or Grande Operating under, any Environmental Law. There are no pending, or to the knowledge of Grande Holdings and Grande Operating, threatened claims, suits, Actions, proceedings or investigations with respect to the businesses or operations of, or otherwise affecting, Grande Holdings or Grande Operating alleging or concerning any material violation of, or responsibility or Liability under, any Environmental Law.

(d) Grande Holdings and Grande Operating have obtained and at all times complied with, and are in compliance with, all material approvals, permits, licenses, registrations and similar authorizations from all Governmental Authorities under all Environmental Laws required for the operation of the businesses of Grande Holdings and Grande Operating; and there are no pending or, to the knowledge of Grande Operating, threatened Actions alleging violations of or seeking to modify, revoke or deny renewal of any of such approvals, permits, licenses, registrations and authorizations.

(e) Grande Holdings and Grande Operating have made available to Parent all environmental audits, reports and assessments and all other material documents bearing on environmental, health or safety Liabilities relating to the past or current operations or facilities of Grande Holdings and Grande Operating (and their predecessors-in-interest or Affiliates), including any Owned Real Property or Leased Real Property, in each case which are in their possession or under their reasonable control.

4.16 Compliance with Applicable Laws.

(a) Except as set forth in Section 4.16(a) of the Grande Disclosure Schedule, each of Grande Holdings and Grande Operating holds all material Government Authorizations necessary for the lawful conduct of the Business, as now conducted, and such Business is being and has been for the past three (3) years conducted in material compliance with applicable Laws, and neither Grande Holdings nor Grande Operating has received any notice from any Person that such Business has been for the past three (3) years or is being conducted in violation of any applicable Law, including any Law relating to occupational health and safety, except for possible violations or instances of noncompliance that in the aggregate have not resulted and would not reasonably be expected to result in a Grande Material Adverse Effect; provided, however, notwithstanding the foregoing, no representation or warranty in this Section 4.16 is made with respect to Environmental Laws, which are covered exclusively in Section 4.15. Subject to obtaining the consents set forth in Section 4.4(b)(i) of the Grande Disclosure Schedule, all such Governmental Authorizations will not be adversely affected by, and will remain valid and in full force and effect immediately following, the Transactions.

(b) Except to the extent any incorrect characterizations, in the aggregate, would not reasonably be expected to cause a Grande Material Adverse Effect, Grande Holdings and Grande Operating have at all times, for purposes of each Grande Benefit Plan and for all other relevant purposes, correctly characterized and treated all Persons providing services to Grande Holdings or Grande Operating as employees or independent contractors, as applicable.

4.17 Real Property.

(a) Except in such cases as would not, in the aggregate, reasonably be expected to result in a Grande Material Adverse Effect, with respect to the Owned Real Property, (i) Grande Holdings or Grande Operating, as applicable, has good and marketable title to the Owned Real Property, free and clear of any Encumbrance except for (A) Permitted Encumbrances; (B) Encumbrances described in Section 4.17(a) of the Grande Disclosure Schedule; and (C) other Encumbrances that do not, individually or in the aggregate, materially impair the continued use, operation, value or marketability of the specific parcel of Owned Real Property to which they relate or the conduct of the Business as presently conducted, and (ii) there are no outstanding options or rights of first refusal to purchase the Owned Real Property, or any portion thereof or interest therein.

(b) Except in such cases as would not, in the aggregate, reasonably be expected to result in a Grande Material Adverse Effect, (i) Grande Holdings or Grande Operating holds a valid, enforceable right to use the Rights of Way used in the conduct of the Business as currently conducted and (ii) to the knowledge of Grande Operating, no fact or circumstance exists that would interfere with the use of any material Rights of Way as currently used in the conduct of the Business.

(c) Except in such cases as would not, in the aggregate, reasonably be expected to result in a Grande Material Adverse Effect, with respect to each of the Leases, (i) such Lease is legal, valid, binding and enforceable and in full force and effect and (ii) neither Grande Holdings or Grande Operating, as applicable, nor, to the knowledge of Grande Holdings and Grande Operating, any other party to such Lease is in breach or default under such Lease, and no event has occurred or circumstances exist which, with notice or lapse or time or both, would constitute such a breach or default.

(d) The Owned Real Property identified in Section 4.17(d) of the Grande Disclosure Schedule, the Rights of Way and the Leased Real Property comprise all of the real property used or intended to be used by, or otherwise related to, the Business.

4.18 Insurance. Section 4.18 of the Grande Disclosure Schedule lists each insurance policy relating to the Business currently in effect. Grande Operating has made available to ABRY a true, complete and correct copy of each such policy or the binder therefor. With respect to each such insurance policy or binder, neither Grande Holdings nor Grande Operating, or to the knowledge of Grande Operating, any other party to the policy is in breach or default thereunder (including with respect to the payment of premiums or the giving of notices), and Grande Operating does not know of any occurrence or any event which (with notice or the lapse of time or both) would constitute such a breach or default or permit termination, modification or acceleration under the policy, except for such breaches or defaults which, in the aggregate, would not reasonably be expected to result in a Grande Material Adverse Effect. Section 4.18 of the Grande Disclosure Schedule describes any self-insurance arrangements affecting Grande Holdings or Grande Operating. To the knowledge of Grande Operating, the insurance policies listed in Section 4.18 of the Grande Disclosure Schedule include all policies which are required by applicable Laws in connection with the operation of the Business as currently conducted.

4.19 Labor Matters; Employees.

(a) Except as set forth in Section 4.19 of the Grande Disclosure Schedule and except for such matters that, in the aggregate, would not reasonably be expected to result in a Grande Material Adverse Effect, (i) there is no labor strike, dispute, slowdown, work stoppage or lockout actually pending or, to the knowledge of Grande Holdings and Grande Operating, threatened against or affecting Grande Holdings or Grande Operating and, during the past five (5) years, there has not been any such action, (ii) neither Grande Holdings nor Grande Operating is a party to or bound by any collective bargaining or similar agreement with any labor organization or work rules or practices agreed to with any labor organization or employee association applicable to employees of Grande Holdings or Grande Operating, (iii) none of the employees of Grande Holdings or Grande Operating are represented by any labor organization and, to the knowledge of Grande Operating, there is no current union organizing activities among the employees of Grande Holdings or Grande Operating, and no such union organizing activities have occurred in the past five (5) years, (iv) Grande Holdings or Grande Operating has at all times been in compliance with all applicable Laws respecting employment and employment practices, including (without limitation) terms and conditions of employment, wages, hours of work, equal employment opportunity, occupational safety and health, collective bargaining, immigration, the collection and payment of social security and other Taxes, and is not engaged in any unfair labor practices as defined in the National Labor Relations Act or other applicable Law, (v) there is no unfair labor practice charge or complaint against Grande Holdings or Grande Operating pending or, to the knowledge of Grande Operating, threatened before the National Labor Relations Board or any similar state or foreign agency, (vi) there is no Action arising out of any collective bargaining agreement or other grievance procedure relating to Grande Holdings or Grande Operating, (vii) neither the Occupational Safety and Health Administration nor any other federal or state agency has threatened to file any citation, and there are no pending citations, relating to Grande Holdings or Grande Operating, and (viii) there is no employee or governmental claim or investigation, including any charges to the Equal Employment Opportunity Commission or state employment practice agency, investigations regarding Fair Labor Standards Act compliance, audits by the Office of Federal Contractor Compliance Programs, Workers’ Compensation claims, sexual harassment complaints or demand letters or threatened claims.

(b) Since the enactment of the Worker Adjustment and Retraining Notification Act of 1988, as amended, or any similar foreign, state, or local law, regulation or ordinance (collectively, the “WARN Act”), neither Grande Holdings nor Grande Operating has effectuated (i) a “plant closing” (as defined in the WARN Act), or (ii) a “mass layoff” (as defined in the WARN Act), and neither Grande Holdings nor Grande Operating has been affected by any transaction or engaged in layoffs or employment terminations sufficient in number to trigger application of the WARN Act, in all cases that, in the aggregate, could reasonably be expected to have a Grande Material Adverse Effect.

4.20 Grande Material Contracts.

(a) Section 4.20(a) of the Grande Disclosure Schedule sets forth a list of the following unexpired Contracts to which Grande Holdings or Grande Operating is a party or by which Grande Holdings or Grande Operating is otherwise bound as of the date of this Agreement, other than this Agreement or any Ancillary Agreement:

(i) any Contract (including purchase orders to manufacturers or vendors) involving the obligation of Grande Holdings or Grande Operating to purchase products, materials, supplies, goods, equipment, other assets or services, including to make a capital expenditure or to purchase a capital asset, or any distributor, sales, advertising, or marketing Contract pursuant to which the aggregate amount of payments to become due from Grande Holdings or Grande Operating under such Contract, together with all other related Contracts with and purchases through tariffs or otherwise from the other party thereto, was equal to or exceeded $250,000 for the calendar year 2008 or if Grande Holdings and Grande Operating continued after the Closing to conduct their businesses in accordance with past practices, if the Transactions were not consummated, would reasonably be expected to exceed such amount during 2009 or any subsequent calendar year;

(ii) any Contract involving the obligation of Grande Holdings or Grande Operating to sell products or services to any Material Customer;

(iii) any material Contract that prohibits or purports to prohibit Grande Holdings or Grande Operating from competing with any other Person or soliciting any personnel or customer of any other Person engaged in the business of providing cable, television, internet access or telephone services, or otherwise engaging in any lawful business activity (including limits on the freedom to offer any product or service) or engaging in any such activity in any geographic area, or that restricts or limits Grande Holdings or Grande Operating from conducting its Business as currently conducted or as has been historically conducted in the Ordinary Course of Business;

(iv) any Contract relating to Indebtedness to which Grande Holdings or Grande Operating is a party or by or to which it or its assets or properties are bound or subject, or pursuant to which Grande Holdings or Grande Operating has granted any Encumbrance;

(v) any Contract under which Grande Holdings or Grande Operating has directly or indirectly guaranteed any Indebtedness or other Liabilities (including the performance of any obligation) of any Person other than Grande Holdings or Grande Operating (other than endorsements for the purpose of collection in the Ordinary Course of Business);

(vi) any Contract that by its terms limits the ability of Grande Operating, Grande Holdings to incur any Indebtedness, or to guarantee any Indebtedness or other obligation of any other Person, or that limits the amount of Indebtedness other obligations that Grande Holdings or Grande Operating may incur or guarantee, or prohibits Grande Holdings or Grande Operating from granting any Encumbrance on any asset to secure any Indebtedness or any such guaranty;

(vii) any Contract with respect to any partnership or joint venture of Grande Holdings or Grande Operating or any other Contract involving the sharing of profits by Grande Holdings or Grande Operating that involves payments in excess of $250,000 for the calendar year 2008 or if Grande Holdings and Grande Operating continued after the Closing to conduct their businesses in accordance with past practices, if the Transactions were not consummated, would reasonably be expected to exceed such amount during 2009 or any subsequent calendar year;

(viii) any lease or similar agreement under which Grande Holdings or Grande Operating is the lessee of, or holds or uses, any machinery, equipment, vehicle or other tangible personal property owned by any other Person or by which Grande Holdings or Grande Operating is bound to continue leasing the property from the lessor that involves lease payments in excess of $250,000 for the calendar year 2008 or if Grande Holdings and Grande Operating continued after the Closing to conduct their businesses in accordance with past practices, if the Transactions were not consummated, would reasonably be expected to exceed such amount during 2009 or any subsequent calendar year;

(ix) any settlement, conciliation or similar Contract imposing any material obligations on Grande Holdings or Grande Operating to be performed after the Closing Date;

(x) any Contract not otherwise required to be listed in the Grande Disclosure Schedule entered into by Grande Holdings or Grande Operating (A) other than in the Ordinary Course of Business or other than on arm’s-length terms, (B) that is material to the conduct or operation of the Business, or (C) that is currently in effect and is of a type that would be required to be included as an exhibit to a Form S-1 Registration Statement pursuant to the rules and regulations of the SEC if such a registration statement were filed by Grande Holdings;

(xi) any Contract providing for a Launch Fee and pursuant to which Grande Operating has any continuing obligation;

(xii) any Contract pursuant to which Grande Holdings or Grande Operating is granted or has granted an indefeasible right-of-use;

(xiii) any employment agreement, other than any oral agreement for employment that is terminable at will by the employing Person without payment of any amount other than unpaid wages, salary and paid time off accrued prior to such termination at the otherwise-applicable rate for the employee in question or any other amount or benefit required by any Law to be paid or provided;

(xiv) any collective bargaining agreement;

(xv) any Indemnification Agreement;

(xvi) any agreement under which Grande Holdings or Grande Operating has advanced or loaned any other Person (other than each other) amounts in the aggregate exceeding $100,000 a portion of which remains outstanding;

(xvii) each Lease that involves payments in excess of $100,000 in respect of calendar year 2008 or if Grande Holdings and Grande Operating continued after the Closing to conduct their businesses in accordance with past practices, if the Transactions were not consummated, would reasonably be expected to exceed such amount during 2009 or any subsequent calendar year; and

(xviii) each Contract pursuant to which Grande Holdings or Grande Operating has been granted, or that governs, any Franchise.

(b) Except as set forth in Section 4.20(b) of the Grande Disclosure Schedule, (i) all the Contracts set forth or required to be set forth in Section 4.20(a) or 4.27 of the Grande Disclosure Schedule (the “Grande Material Contracts”) are valid and legally binding obligations of Grande Holdings or Grande Operating, as applicable, and, to the knowledge of Grande Holdings and Grande Operating, the other parties thereto, and are enforceable against Grande Holdings and Grande Operating, as applicable, and, to the knowledge of Grande Operating, the other parties thereto in accordance with their respective terms, in each case subject to the Enforceability Exception; (ii) neither Grande Holdings nor Grande Operating is (or, with the giving of any notice or with the passage of time, would be) in material breach or default with respect to, and to the knowledge of Grande Operating, no other party to any Grande Material Contract is (or, with the giving of any notice or with the passage of time, would be) in material breach or default with respect to, its obligations thereunder, including with respect to payments or otherwise; and (iii) no party to any Grande Material Contract has given notice of any material breach, action to terminate, cancel, rescind or procure a judicial reformation thereof, or notice of events or circumstances that, with the passage of time, would constitute a material breach of, or give any Person the right to terminate, cancel or rescind, any Grande Material Contract.

(c) Grande Operating has provided Parent Parties with access or opportunity to review true and complete copies of all Contracts set forth in Section 4.20(a) of the Grande Disclosure Schedule.

4.21 Vendors and Suppliers. Except as set forth in Section 4.21 of the Grande Disclosure Schedule, since December 31, 2008, no material vendor or supplier to Grande Holdings or Grande Operating has canceled or threatened in writing (or, to Grande Operating’s knowledge, otherwise) to cancel any Grande Material Contract for or reduce the level of the provision of products, supplies, or services to Grande Holdings or Grande Operating.

4.22 Required Stockholder Vote or Consent. The only vote of the holders of any class, classes or series of Grande Holdings’ Equity Securities necessary to consummate the Transactions is the Grande Holdings Stockholders’ Approval.

4.23 Information Statement. None of the information to be supplied by Grande Holdings for inclusion in the Information Statement to be delivered by Grande Holdings to the Securityholders and any amendments or supplements thereto, will, at the time the Information Statement or any amendment or supplement thereto is first delivered to such Grande Holdings stockholders, contain any untrue statement of material fact or omit to state any material fact required to be made therein or necessary in order to make the statements made therein, in light of the circumstances under which they were made, not misleading.

4.24 Intellectual Property.

(a) Section 4.24(a) of the Grande Disclosure Schedule sets forth a complete and accurate list of all (i) patented or registered Owned Grande Intellectual Property and pending patent applications or applications for registration of other Owned Grande Intellectual Property including all Internet domain names registered to Grande Holdings or Grande Operating and (ii) computer software included in the Grande Intellectual Property, other than licensed software with a replacement cost and/or annual license or maintenance fee of less than $100,000 in the aggregate. Grande Holdings or Grande Operating owns, free and clear of all Encumbrances other than Permitted Encumbrances, or licenses or otherwise has the right to use pursuant to a valid and enforceable license or other agreement, all Intellectual Property used in or necessary for the conduct of the Business, except where failure to so own or license or otherwise have the right to use such Intellectual Property would not, in the aggregate, reasonably be expected to result in a Grande Material Adverse Effect. Grande Holdings and Grande Operating has taken all action reasonably necessary to maintain, protect and enforce the Owned Grande Intellectual Property, including the secrecy, confidentiality and value of its trade secrets and other confidential information.

(b) Except as set forth in Section 4.24(b) of the Grande Disclosure Schedule, no Person has provided written notice to or expressly alleged to Grande Holdings or Grande Operating that its use of the Grande Intellectual Property infringes on or misappropriates the rights of any Person, except for such claims and infringements as would not, in the aggregate, reasonably be expected to result in a Grande Material Adverse Effect and, to the knowledge of Grande Holdings and Grande Operating, no Person is infringing on or misappropriating any right of Grande Holdings or Grande Operating with respect to any Owned Grande Intellectual Property. Except as set forth in Section 4.24(b) of the Grande Disclosure Schedule, no claims are pending or, to the knowledge of Grande Holdings and Grande Operating, threatened, that Grande Holdings or Grande Operating is infringing or misappropriating the rights of any Person with regard to any Intellectual Property, or contesting the ownership, use, validity or enforceability of the Owned Grande Intellectual Property except for such claims and infringements as would not, in the aggregate, reasonably be expected to result in a Grande Material Adverse Effect, and, to the knowledge of Grande Holdings and Grande Operating, the conduct of the Business, as currently conducted, does not infringe on, misappropriate or otherwise adversely affect the rights of any other Person, except for such infringements as would not, in the aggregate, reasonably be expected to result in a Grande Material Adverse Effect.

4.25 Brokers. No broker, finder or investment banker (other than Xxxxxx Capital Partners) is entitled to any brokerage, finder’s fee or other fee or commission payable by Grande Holdings, the Grande Holdings Investor or Grande Operating in connection with the Transactions based upon arrangements made by or on behalf of Grande Holdings, the Grande Holdings Investor or Grande Operating.

4.26 Takeover Laws. Grande Holdings or Grande Operating or the board of directors of one or both of them have taken all actions necessary to be taken such that no restrictive provision of any “moratorium,” “control share acquisition,” “fair price,” “interested stockholder,” “affiliate transaction,” “business combination,” or other similar anti-takeover Laws of the State of Delaware or any applicable anti-takeover provision in the certificate of incorporation, bylaws or stockholder rights agreements or “poison-pill” plans of Grande Holdings, is, or at the Closing will be, applicable to Grande Holdings, Grande Operating or the ABRY Parties, this Agreement or the Transactions.

4.27 Relationships With Related Persons. Except as disclosed in Section 4.27 of the Grande Disclosure Schedule, neither Grande Holdings nor Grande Operating has been involved in any business arrangement or relationship with any Related Person (other than in the case of Grande Operating, Grande Holdings) since December 31, 2008, and no Grande Operating Related Person (other than, in the case of Grande Holdings, the Grande Operating Common Stock or, following the Conversion, the Membership Interests) owns any property or right, tangible or intangible, that is material to the operations of the Business or provides any service in connection with the operation of the Business.

4.28 Subscribers. Section 4.28 of the Grande Disclosure Schedule sets forth, for each Cable System, as of the CSG month end prior to the Latest Balance Sheet Date, the respective numbers of Active Customers, Equivalent Basic Video Subscribers and Individual Basic Video Subscribers.

4.29 Cable System Structure. Section 4.29 of the Grande Disclosure Schedule sets forth a true and complete statement as of the Latest Balance Sheet Date, for each Cable System, of (i) the approximate number of plant miles (aerial and underground) for each headend, (ii) the approximate bandwidth capability expressed in MHz of each such headend, and (iii) the approximate number of homes passed as reflected in the system records of Grande Holdings and Grande Operating. Immediately following the Closing, no Person (other than Grande Operating and its customers and, indirectly, the Parent Parties) shall own, or have a right to use, any portion of any Cable System.

4.30 Franchises. Set forth in Section 4.30 of the Grande Disclosure Schedule is a list of all Franchises held by Grande Holdings and Grande Operating. Each Cable System is in compliance in all material respects with the applicable Franchises, including with respect to the payment of applicable Franchise fees, public, educational or governmental channel fees or other fees required under the applicable Franchises. There are no material ongoing or, to the knowledge of Grande Holdings and Grande Operating, threatened audits or similar proceedings undertaken by any Governmental Authority with respect to the Franchises.

(a) Each of the Franchises is in full force and effect, and as of the date hereof, where applicable, a valid request for renewal has been duly and timely filed under Section 626 of the Cable Act, 47 U.S.C. § 546, with the proper Cable Regulatory Authority with respect to each of the Franchises that has expired or will expire within 30 months after the date of this Agreement. Neither Grande Operating nor Grande Holdings has received notice from any Person that any Franchise will not be renewed or that the applicable Cable Regulatory Authority has challenged or raised any objection to or otherwise questioned Grande Holdings’ or Grande Operating’s request for any such renewal under Section 626 of the Cable Act, 47 U.S.C. § 546, and Grande Operating and Grande Holdings have duly and timely complied in all material respects with any and all inquiries and demands by any and all Cable Regulatory Authorities made with respect to Grande Operating’s or Grande Holdings’ requests for any such renewal. True, complete and correct copies of all material correspondence between Grande Operating or Grande Holdings and any and all Cable Regulatory Authorities concerning the renewal of any Franchise have been made available to the Parent Parties.

(b) With respect to the Franchises, neither Grande Holdings nor Grande Operating has made any commitments to any Governmental Authority that is not set forth in the Grande Material Contracts.

4.31 Programming; Rate Regulation; Copyright Royalty Fees.

(a) Section 4.31 of the Grande Disclosure Schedule sets forth a list of all video programming carried by each Cable System, including television broadcast stations serving an area covered by any Cable System and cable programming, and the basis (private carriage license, must-carry election, or retransmission consent agreement) on which such video programming is carried. Grande Operating has made available to the Parent Parties an accurate copy of each such Retransmission Consent Agreement and “must-carry” election (except to the extent no “must-carry” election was received).

(b) None of Grande Holdings or Grande Operating or their respective Affiliates has received written (or, to Grande Holdings’ and Grande Operating’s knowledge, other) notice or demand from the FCC, from any television broadcast station or from any other Person or Governmental Authority (i) challenging the right of any Cable System to carry any television broadcast station or deliver the same or (ii) claiming that any Cable System failed to carry a television broadcast station required to be carried pursuant to the Communications Act or the FCC Rules or has failed to carry a television broadcast station on a channel designated by such station to the extent required by the Communications Act or the FCC Rules, where such notice or demand would pertain to current obligations.

(c) Except as set forth in Section 4.31(c) of the Grande Disclosure Schedule, each Cable System is in compliance in all material respects with the provisions of the Communications Act and the FCC Rules, as such Laws relate to the rates and other fees charged to subscribers of the Cable System. Grande Holdings and Grande Operating have established rates charged to subscribers that are allowable under the Cable Act, to the extent such rates are subject to regulation by any Governmental Authority. Grande Operating has made available to Parent Parties complete and correct copies of all FCC rate forms and other information reasonably requested by Parent Parties relating to specific rates currently charged to subscribers with respect to any Cable System. Neither Grande Holdings or Grande Operating nor any of their respective Affiliates have entered into or is subject to any so-called social contract or proposed resolution with the FCC or any Cable Regulatory Authority with respect to rates charged for cable television services in any Cable System that would be applicable to such Cable System following Closing and none of them is currently negotiating or anticipating entering into or being subject to the same. Except as set forth in Section 4.31(c) of the Grande Disclosure Schedule: (i) there are no outstanding or unresolved proceedings or investigations dealing with or otherwise affecting the rates that any Cable System can charge (whether for programming, equipment, installation, service or otherwise), (ii) no Cable System is subject to any currently effective order issued by a Governmental Authority that reduced the rates that it may charge (whether for programming, equipment, installation, service (including late fees) or otherwise), (iii) no local franchising authority has been certified by the FCC as a rate regulating authority with respect to any Cable System, and (iv) there is no unresolved complaint pending with respect to the CPST tier of any Cable System and no rate order with respect to any Cable System that is being appealed. A cable television service provider other than Grande Operating has filed and been approved for “effective competition status” in the Austin, San Marcos, San Antonio, Waco and Corpus Christi, Texas, markets, but the Public Utility Commission of the State of Texas has not exercised any rate regulatory responsibility under the applicable State-Issued Certificate of Franchise Authority.

(d) Except as provided in Section 4.31(d) of the Grande Disclosure Schedule, with regard to any Cable System, Grande Holdings and Grande Operating and their respective Affiliates have not received notice from any Governmental Authority with respect to an intention to enforce customer service standards pursuant to the Cable Act and neither Grande Holdings nor Grande Operating has agreed with any Governmental Authority to establish customer service standards that exceed the standards in the Cable Act.

(e) No Cable System is subject to any agreement to settle or compromise any Action pending or threatened against it by any Governmental Authority which has involved or will involve any obligation other than the payment of money or for which the Cable System or its owner or operator is or will be subject to any continuing obligation, including with respect to customer service, technical performance, billing, or calculation of charges or fees.

(f) Except as set forth in Section 4.31(f), of the Grande Disclosure Schedule, Grande Operating has filed with the Copyright Office all required statements of account with respect to the operation of any Cable System that were required to have been filed in accordance with the Copyright Act of 1976 and regulations promulgated pursuant thereto, and paid all royalty fees due pursuant to statutory license for secondary transmission of programming on any Cable System.

4.32 FCC and Telecommunications Authorizations.

(a) Section 4.32(a) of the Grande Disclosure Schedule sets forth all FCC Authorizations and Telecommunications Authorizations held by Grande Operating. A true and correct copy of such FCC Authorization and Telecommunications Authorizations held by Grande Holdings or Grande Operating have been made available to Parent. Except as set forth in Section 4.32(a) of the Grande Disclosure Schedule, such FCC Authorizations or Telecommunications Authorizations are validly held and in full force and effect, and there is no outstanding notice of cancellation, termination, or non-renewal or, to the knowledge of Grande Operating, any threatened cancellation, termination, or non-renewal with respect thereto.

(b) Except as set forth in Section 4.32(b) of the Grande Disclosure Schedule, Grande Holdings and Grande Operating (i) are not subject to any restrictions or conditions applicable to its FCC Authorizations or Telecommunications Authorizations that materially limit the operations of the Business (other than restrictions or conditions generally applicable to FCC authorizations and telecommunications authorizations of that type); (ii) are not in violation of or noncompliance with the terms and conditions of any such FCC Authorization or Telecommunication Authorization, except for possible violations or noncompliance that in the aggregate have not resulted and would not reasonably be expected to result in a Grande Material Adverse Effect; and (iii) are not in violation of or noncompliance with the Communications Act, the FCC Rules, or any Law applicable to the telecommunications business of Grande Holdings or Grande Operating, except for possible violations or noncompliance that in the aggregate have not resulted and would not reasonably be expected to result in a Grande Material Adverse Effect.

(c) Except as set forth in Section 4.32(c) of the Grande Disclosure Schedule, there are no applications by Grande Holdings or Grande Operating, nor any complaints or petitions, or other filings by others, or proceedings pending or, to the knowledge of Grande Operating, threatened, before the FCC or Telecom Regulatory Authorities relating to Grande Holdings or Grande Operating or the FCC Authorizations or Telecommunications Authorizations.

(d) Except as set forth in Section 4.32(d) of the Grande Disclosure Schedule, Grande Holdings and Grande Operating have made all reports, and paid all contributions and fees (including with respect to universal service support), required by the Communications Act, the FCC Rules, any Telecom Regulatory Authority, or any Law applicable to the telecommunications business of Grande Holdings and Grande Operating, except for the failure to file such reports or pay such fees that in the aggregate have not resulted and would not reasonably be expected to result in a Grande Material Adverse Effect.

4.33 Assets and Properties.

(a) Except as set forth in Section 4.33 of the Grande Disclosure Schedule, after giving effect to transactions contemplated by the Contribution Agreement, Grande Operating will hold good and marketable title to, or has a valid and enforceable license, lease, sublicense, sublease or other right to use, all properties and assets which are being used by Grande Holdings and Grande Operating, free and clear of all Encumbrances other than Permitted Encumbrances. The representations and warranties contained in the preceding sentence shall not be deemed to cover any Intellectual Property, ownership of which is addressed in Section 4.24. All material items of machinery, equipment, plant, furniture, leasehold improvements, fixtures, vehicles, structures, any related capitalized items and other tangible assets of Grande Holdings and Grande Operating are in operational condition, normal wear and tear excepted, have been regularly and properly serviced and maintained in a manner that would not void or limit the coverage of any warranty thereon, other than items currently under, or scheduled for, repair or construction, and are adequate and fit to be used for the purposes for which they are currently used in the manner they are currently used, except in each case as would not cause a Grande Material Adverse Effect.

(b) The computer systems, including the software, firmware, hardware, networks, interfaces, platforms and related systems owned or used by Grande Holdings and Grande Operating in the conduct of its Business are sufficient for the operation of the Business as currently conducted and have not caused a material interruption or other impairment of the Business in the last eighteen (18) months.

4.34 No Other Representations or Warranties. Except for the representations and warranties contained in this Article IV, neither Grande Holdings, the Grande Holdings Investor, Grande Operating nor any other Person makes any other express or implied representation or warranty on behalf of Grande Holdings, the Grande Holdings Investor or Grande Operating.

4.35 Expiration of Representations and Warranties. Except in the case of fraud, the representations and warranties of Grande Holdings and Grande Operating contained in this Article IV shall survive the Closing until the first anniversary of the Closing Date (the “Survival End Date”), after which they shall expire and be terminated and extinguished, and thereafter neither Grande Holdings, the Grande Holdings Investor, Grande Operating nor any other Person shall have any liability whatsoever with respect to any of such expired representation or warranty; provided, that the written assertion of any claim prior to the Survival End Date shall extend the Survival End Date with respect to such claim through the date such claim is finally adjudicated and not subject to further appeal.

4.36 Investment Representations. Grande Holdings and the Grande Holdings Investor understand that the Grande Holdings Investor’s interest in Ultimate Parent has not been registered under the Securities Act or registered or qualified under any state securities laws, on the basis of a claim of exemption from the registration requirements of the Securities Act and the registration or qualification requirements of applicable state securities laws, and that such interest cannot be transferred unless it is subsequently registered under the Securities Act and qualified and registered under applicable state securities laws or an exemption from registration and qualification is available, and that Ultimate Parent is under no obligation to register or qualify such interest except pursuant to the Registration Rights Agreement. The Grande Holdings Investor is acquiring such interest solely for its own account and is not acquiring such interest with a view to or for resale in connection with any distribution thereof within the meaning of the Securities Act or any applicable state securities laws. By reason of its business or financial experience, Grande Holdings and the Grande Holdings Investor are capable of evaluating the merits and risks of an investment in such interest pursuant to the terms of this Agreement and the Ultimate Parent Partnership Agreement and is able to protect its own interests. The Grande Holdings Investor is an “accredited investor” within the meaning of Rule 501 of Regulation D under the Securities Act and has such knowledge and experience in financial and business matters that it is capable of evaluating the merits and risks of the investment to be made by it hereunder. Grande Holdings and the Grande Holdings Investor are able to bear the economic risk of the loss of its direct or indirect investment in such interest.

ARTICLE V

REPRESENTATIONS AND WARRANTIES OF THE ABRY PARTIES

Each ABRY Party hereby jointly and severally represents and warrants to Grande Holdings and the Grande Holdings Investor as follows:

5.1 Organization and Qualification. (a) Each Parent Party is a limited liability company and (b) ABRY is a limited partnership, in each case duly organized, validly existing and in good standing under the Laws of the State of Delaware, and each ABRY Party is duly qualified to do business as a foreign entity and is in good standing in the jurisdictions in which the character of its properties or the nature of its business makes such qualification necessary, except in jurisdictions, if any, where the failure to be so qualified would not, in the aggregate, reasonably be expected to result, in the case of the Parent Parties, a Parent Material Adverse Effect and in the case of ABRY, an ABRY Material Adverse Effect. Each Parent Party has all requisite power and authority to own, use or lease its properties and to carry on its business as it is now being conducted except as would not, in the aggregate, reasonably be expected to cause a Parent Material Adverse Effect. Each Parent Party has made available to Grande Holdings a complete and correct copy of its certificate of formation and limited partnership agreement or operating agreement, as applicable, each as amended to date, and each of the same as so made available are in full force and effect (prior to giving effect to their Transactions). No Parent Party is in default in any respect in the performance, observation or fulfillment of any provision of its certificate of formation or operating agreement. Prior to giving effect to the Transactions, Ultimate Parent has Grande Manager and ABRY as its sole partners, and Parent is a direct, wholly owned Subsidiary of Ultimate Parent and Ultimate Parent was formed on July 20, 2009 and Parent was formed on July 9, 2009, solely for the purpose of effecting the Transactions. Neither Ultimate Parent nor Parent has conducted any activity or has incurred any liability or obligation other than their obligations incurred in connection with the matters contemplated by this Agreement.

5.2 Authority. Each Parent Party has full limited liability company power and authority, and ABRY has the full limited partnership power and authority, to execute and deliver this Agreement and the Ancillary Agreements to which it is or will be a party and, to consummate the Transactions. The execution, delivery and performance of this Agreement and the Ancillary Agreements to which it is or will be a party and the consummation of the Transactions have been duly and validly authorized by each ABRY Party’s board of directors or similar governing Person(s), and no other limited partnership or limited liability company proceedings on the part of any ABRY Party are necessary to authorize this Agreement or the Ancillary Agreements to which any of them are or will be a party or to consummate the Transactions. This Agreement has been, and the Ancillary Agreements to which each ABRY Party, as applicable, is or will be a party are, or upon execution and delivery will be, duly and validly executed and delivered by such ABRY Party and, assuming the due authorization, execution and delivery hereof and thereof by the other parties hereto and thereto, constitutes or upon execution and delivery will constitute, valid and binding obligations of each ABRY Party, enforceable against such party in accordance with their respective terms, except for the Enforceability Exception.

5.3 Consents and Approvals; No Violation. No ABRY Party is in default, and with the lapse of time or giving of notice would be in default, under any agreement or instrument to which it is a party or by which any of its properties or assets is bound or affected, which default would reasonably be expected to have (i) a Parent Material Adverse Effect (in the case of a Parent Party) or (ii) an ABRY Material Adverse Effect (in the case of ABRY). The execution and delivery of this Agreement and the Ancillary Agreements, the consummation of the Transactions and the performance by each ABRY Party of their respective obligations hereunder and thereunder will not:

(a) conflict with any provision of the operating agreement (or other similar organizational documents) of any Parent Party or the limited partnership agreement (or other similar organizational documents) of ABRY;

(b) require any ABRY Party to obtain any consent, waiver, approval, order, authorization or permit of, or make a registration with, filing with or notification to, or breach any requirement applicable to such ABRY Party of:

(i) any Governmental Authority, except for the Post-Closing Consents and except with respect to applicable requirements of (A) the Securities Act, (B) the Exchange Act, (C) state Laws relating to takeovers, if applicable, state securities or blue sky Laws, (D) the FCC and the Telecom Regulatory Authorities, and (E) the Cable Regulatory Authorities; or

(ii) any third party other than a Governmental Authority, other than such non-Governmental Authority third party consents, waivers, approvals, orders, authorizations and permits that would not, in the aggregate, reasonably be expected to (A) result in an ABRY Material Adverse Effect (in the case of ABRY) or a Parent Material Adverse Effect (in the case of a Parent Party), or (B) prevent or materially delay the consummation of any of the Transactions;

(c) result in any violation of or the breach of or constitute a default (with notice or lapse of time or both) under, or give rise to any right of termination, cancellation or acceleration or guaranteed payments or a loss of a material benefit under, any of the terms, conditions or provisions of any Contract to which any ABRY Party is a party or by which any ABRY Party or any of their respective properties or assets may be bound, except for such violations, breaches, defaults, or rights of termination, cancellation or acceleration, or losses as to which requisite waivers or consents have been obtained or which, in the aggregate, would not reasonably be expected to (i) result in a ABRY Material Adverse Effect (in the case of ABRY) or a Parent Material Adverse Effect (in the case of a Parent Party), or (ii) prevent or materially delay the consummation of any of the Transactions;

(d) violate the provisions of any Law applicable to any ABRY Party; or

(e) require a filing or notification to be made by any ABRY Party, Grande Holdings or Grande Operating under the HSR Act.

5.4 Compliance with Applicable Laws. Each Parent Party holds all material approvals, licenses, permits, registrations and similar type authorizations necessary for the lawful conduct of its respective businesses, as now conducted, and such businesses are not being, and no Parent Party has received any notice from any Person that any such business has been or is being, conducted in violation of any Law or regulation, including any Law relating to occupational health and safety, except for possible violations that in the aggregate have not resulted and would not reasonably be expected to result in a Parent Material Adverse Effect.

5.5 Required Stockholder Vote or Consent. No votes or written consent of the holders of any class or series of Equity Securities or any advisory committee or similar body of any ABRY Party shall be necessary to consummate the Transactions.

5.6 Information Statement. None of the information to be supplied by any ABRY Party for inclusion in the Information Statement to be delivered by Grande Holdings to the Securityholders or any amendment or supplement thereto, will, at the respective times such documents are delivered, at the time the Information Statement or any amendment or supplement thereto is first delivered to the Grande Holdings stockholders, contain any untrue statement of a material fact or omit to state any material fact required to be made therein or necessary in order to make the statements made therein, in light of the circumstances under which they were made, not misleading.

5.7 Brokers. No broker, finder or investment banker is entitled to any brokerage, finder’s fee or other fee or commission payable by any ABRY Party (except pursuant to the ABRY Advisory Agreement) in connection with the Transactions based upon arrangements made by and on behalf of any ABRY Party.

5.8 Financing. Parent obtained and delivered to Grande Holdings a true and correct copy of an executed commitment for debt financing (the “Debt Financing Commitment”) that, together with funding to be provided by ABRY and its Affiliates pursuant to this Agreement and the Investor Securities Purchase Agreement, will provide Parent and Grande Operating, on the Closing Date, and thereafter as needed, sufficient cash to consummate the Transactions and perform their obligations hereunder. The funding to be provided by ABRY and its Affiliates pursuant to this Agreement and the Investor Securities Purchase Agreement to consummate the Transactions is not subject to or contingent upon the occurrence of any conditions precedent not set forth herein or in the Ancillary Agreements (other than the contemporaneous funding of the debt financing contemplated by the Debt Financing Commitment or alternative Financing) and to the actual knowledge after reasonable inquiry of Xxx Xxxxxxxx, Xxxxx Xxxxxxxxx or Xxxx Kanji on the date of this Agreement, there are no facts or circumstances reasonably likely to result in the funding contemplated in the Debt Financing Commitment not being made available to Grande Operating on a timely basis in order to consummate the Transactions.

5.9 Litigation. There is no Action pending, or to the knowledge after reasonable inquiry of Xxx Xxxxxxxx, Xxxxx Xxxxxxxxx or Xxxx Kanji, threatened against any ABRY Party or any Affiliate thereto which (a) in the aggregate, have had or would reasonably be expected to have a material adverse effect on the ability of such ABRY Party to perform its obligations under this Agreement or (b) seeks to materially delay or prevent the consummation of the Transactions.

5.10 Capitalization of Ultimate Parent, Parent and Subsidiaries.

(a) The Common Units and Preferred Units to be issued by the Ultimate Parent (including the Common Units to be issued to the Grande Holdings Investor) are duly authorized and, when issued and paid for in accordance with this Agreement and the Investor Securities Purchase Agreement (as applicable), will be duly and validly issued and fully paid, free and clear of all Encumbrances, except as otherwise contemplated by this Agreement, the Ancillary Agreements or the Debt Financing Commitment (other than Encumbrances arising on each member’s respective interests due to actions or inactions of such member). At the Closing, after giving effect to the Transactions and any adjustments to the Funding and Valuation Amounts pursuant to Section 3.4, the Grande Common Units will represent the Final Grande Equity Percentage of Common Units outstanding on the Closing Date (assuming that any Common Units issued pursuant to Section 3.4 were issued on the Closing Date and assuming the conversion or exercise of any Equity Securities outstanding on the Closing Date which are convertible into or exercisable for Common Units). Except as contemplated by this Agreement or, following the Closing by the Ultimate Parent Partnership Agreement and the other Ancillary Agreements, there are no outstanding options, warrants, rights, calls, subscriptions, claims of any character, agreements, obligations, convertible or exchangeable securities, or other commitments, contingent or otherwise, of any kind, obligating Ultimate Parent to issue, directly or indirectly, any units, membership interests or other Equity Securities, nor are there any arrangements that will be binding on the Grande Holdings Investor relating to the transfer or voting of any units, membership interests or Equity Securities of Ultimate Parent.

(b) At the Closing, after giving effect to the Transactions, Ultimate Parent will own all of the Equity Securities of Parent and Parent will own, after giving effect to the transactions contemplated by Section 2.3, the Membership Interests. There are no outstanding options, warrants, rights, calls, subscriptions, claims of any character, agreements, obligations, convertible or exchangeable securities, or other commitments, contingent or otherwise, of any kind, obligating (i) Parent or, (ii) pursuant to any Contract of any ABRY Party or any Affiliate thereof or of which any of Xxx Xxxxxxxx, Xxxxx Xxxxxxxxx and Xxxx Kanji have actual knowledge, Grande Operating, to issue, directly or indirectly, any units, membership interests or other Equity Securities, nor are there any arrangements, except for those that will be set forth in the debt-related Financing documents or Ancillary Agreements, relating to the issuance, sale, transfer, voting, or acquisition of any units, membership interests or Equity Securities of (A) Parent or, (B) pursuant to any Contract of any ABRY Party or any Affiliate thereof of which any of Xxx Xxxxxxxx, Xxxxx Xxxxxxxxx and Xxxx Kanji have actual knowledge, Grande Operating. Other than the Equity Securities of Parent Grande Operating and the Non-Core Subsidiaries that are or will be owned by Ultimate Parent, neither Ultimate Parent nor Parent owns any other Equity Securities of any other Person.

5.11 Expiration of Representations and Warranties. Except in the case of fraud, the representations and warranties of the ABRY Parties contained in this Article V shall survive the Closing until the Survival End Date after which they shall expire and be terminated and extinguished, and thereafter none of the ABRY Parties nor any other Person shall have any liability whatsoever with respect to any of such expired representation or warranty; provided, that the written assertion of any claim prior to the Survival End Date shall extend the Survival End Date with respect to such claim through the date such claim is finally adjudicated and not subject to further appeal.

5.12 Investment Representations. ABRY understands that its interest in Ultimate Parent has not been registered under the Securities Act or registered or qualified under any state securities laws, on the basis of a claim of exemption from the registration requirements of the Securities Act and the registration or qualification requirements of applicable state securities laws, and that such interest cannot be transferred unless it is subsequently registered under the Securities Act and qualified and registered under applicable state securities laws or an exemption from registration and qualification is available, and that Ultimate Parent is under no obligation to register or qualify such interest except pursuant to the Registration Rights Agreement. ABRY is acquiring such interest solely for its own account and is not acquiring such interest with a view to or for resale in connection with any distribution thereof within the meaning of the Securities Act or any applicable state securities laws. By reason of its business or financial experience, ABRY is capable of evaluating the merits and risks of an investment in such interest pursuant to the terms of this Agreement and the Ultimate Parent Partnership Agreement and is able to protect its own interests. ABRY is an “accredited investor” within the meaning of Rule 501 of Regulation D under the Securities Act and has such knowledge and experience in financial and business matters that it is capable of evaluating the merits and risks of the investment to be made by it hereunder. ABRY is able to bear the economic risk of the loss of its investment in such interest.

ARTICLE VI

CONDUCT OF BUSINESS PENDING CLOSING

6.1 Conduct of Business by Grande Holdings Pending the Closing. From the date hereof until the Closing, except as ABRY otherwise agrees in writing, as set forth in Section 6.1 of the Grande Disclosure Schedule, as otherwise required by Law or by any Governmental Authority or as otherwise expressly required by this Agreement or the Ancillary Agreements, Grande Holdings and Grande Operating shall, (i) conduct the Business in the ordinary course consistent with past practice and use all commercially reasonable efforts to preserve intact their respective business organizations and relationships with third parties and to keep available the services of their present officers and key employees, and (ii) subject to any restrictions under Law or the Indenture, make capital and promotional expenditures in at least the amounts provided for in the applicable budget heretofore made available to Parent. Except as set forth in Section 6.1 of the Grande Disclosure Schedule, as otherwise required by Law or by any Governmental Authority or as otherwise expressly required by this Agreement or the Ancillary Agreements, and without limiting the generality of the foregoing, from the date hereof until the Closing, without the prior written consent of Parent (which consent shall not be unreasonably withheld or delayed):

(a) neither Grande Holdings nor Grande Operating will adopt or propose any change to Grande Operating’s certificate of incorporation or bylaws (or similar organizational documents), except for changes to implement the conversion of Grande Operating to a limited liability company prior to the Closing in accordance with Section 2.1;

(b) Grande Holdings and Grande Operating will not (i) except for Grande Holdings Distribution, set aside or pay any dividend or other distribution or payment with respect to any shares of its Equity Securities (other than the Grande Holdings Distribution and amounts distributed by Grande Operating necessary to enable Grande Holdings to pay expenses incurred by Grande Holdings in the Ordinary Course of Business and to pay amounts that, if not paid prior to the Closing would constitute Grande Holdings Transaction Expenses) or (ii) repurchase, redeem or otherwise acquire any outstanding Equity Security of Grande Operating or any other Person (except for acquisitions of Grande Holdings Shares pursuant to agreements which permit the repurchase of such shares upon termination of services or pursuant to the exercise of a right of first refusal on a proposed transfer of such shares);

(c) neither Grande Holdings nor Grande Operating will merge or consolidate with any other Person, or will acquire assets of any other Person for aggregate consideration in excess of $500,000, other than assets acquired from a vendor in the Ordinary Course of Business;

(d) except pursuant to the Contribution Agreement and except for sales of inventory and replaced or otherwise obsolete assets and sales, leases and licenses of equipment or fiber to customers in the Ordinary Course of Business, neither Grande Holdings nor Grande Operating will sell, lease, license or otherwise surrender, relinquish or dispose of any assets or properties (other than cash and cash equivalents);

(e) neither Grande Holdings nor Grande Operating will enter into, amend or terminate any Contract that, if it were in effect on the date of this Agreement, would be a Grande Material Contract; provided, that Grande Operating may (i) enter into any Contract expressly permitted to be entered into pursuant to subsection (g) below; (ii) enter into or renew any Contract relating to the support of software used in the Business in the Ordinary Course of Business and not requiring payments in excess of $100,000 in any 12-month period; (iii) renew, amend, modify or secure insurance coverage in the Ordinary Course of Business; (iv) enter into Retransmission Consent Agreements and Programming Agreements identified in Section 6.1(e)(iv) of the Grande Disclosure Schedule; and (v) enter into the Note Purchase Agreement, the Pay-Off Documents, the Contribution Agreement, the Atlantic Broadband Management Agreement, the ABRY Advisory Agreement, any other Ancillary Agreement and any agreements related to the Financing as directed by ABRY, and obtain consents to the Transactions required under its Contracts as described in Section 4.4(b)(i), (b)(ii) and (c) of the Grande Disclosure Schedule on terms reasonably acceptable to ABRY; provided further, notwithstanding the foregoing, neither Grande Holdings nor Grande Operating will amend, extend, renew or terminate any Lease or enter into any new lease, sublease, license, concession, colocation agreement or other agreement for the use or occupancy of real property; and (vii) enter into agreements with Material Customers for the provision of services or products by Grande Operating so long as the rates or prices to be changed are in accordance with the Ordinary Course of Business;

(f) Neither Grande Holdings nor Grande Operating will settle any material Audit, make or change any material Tax election or file any material amended Tax Return which could result in an adverse effect to Grande Holdings or Grande Operating following the Closing (other than a liability that will be fully reflected in the liabilities that are used to compute the Closing Non-Cash Working Capital Amount);

(g) Neither Grande Holdings nor Grande Operating will:

(i) issue any Equity Securities (whether through the issuance or granting of options, warrants, rights or otherwise and except for issuances of (A) Grande Holdings Shares upon conversion or exercise of Equity Securities outstanding as of the date hereof or not prohibited to be issued under this Agreement and (B) stock options and restricted stock awards with respect to Grande Holdings Shares granted to Grande Employees, directors and consultants) in the Ordinary Course of Business;

(ii) other than any amendment to any option outstanding, or any election by Grande Holdings, in its sole discretion, to vest, continue or cancel options outstanding, under the Grande Holdings Stock Plan, enter into any amendment of any term of any outstanding security of Grande Holdings or Grande Operating;

(iii) incur any Indebtedness except trade debt incurred in the Ordinary Course of Business, Indebtedness incurred pursuant to existing credit facilities or arrangements listed on Section 4.20(a) of the Grande Disclosure Schedule or incurred at ABRY’s request as contemplated by the Debt Financing Commitment or an alternative Financing arrangement;

(iv) fail to make any required contribution to any Grande Benefit Plan;

(v) other than in the Ordinary Course of Business, increase compensation, bonus or other benefits payable to any Grande Employee, including any executive officer or former employee, or enter into, modify or amend any Grande Employee Agreement, provided, however, that Grande Holdings and Grande Operating (A) may provide for bonuses, severance arrangements or other non-salary incentives to Grande Employees and Legacy Employees pursuant to the Transaction Bonus Plan and may amend Executive Employment Agreements or enter into severance agreements with, and pay severance amounts to, the parties to the Executive Employment Agreements so long as any amounts payable under the Transaction Bonus Plan are payable at or prior to the Adjustment Time or included in Grande Holdings Transaction Expenses, and (B) solely to the extent (1) paid prior to the Adjustment Time or (2) paid to satisfy a liability taken into account in determining the Closing Non-Cash Capital Amount, may cause to be paid to Grande Employees who were furloughed in calendar year 2009 an amount equal to the compensation forgone by such furloughed Grande Employees; or

(vi) enter into any settlement or consent with respect to any Action or threatened Action if such settlement or consent would result in or would reasonably be expected to result in a Grande Material Adverse Effect or impose on Grande Holdings or Grande Operating any obligation other than the payment of money that will be paid prior to the Adjustment Time (or, to the extent not so paid, the liability for which will be reflected in the Closing Non-Cash Working Capital Amount) and customary obligations of confidentiality with respect to the terms of such settlement or consent;

(h) neither Grande Holdings nor Grande Operating will change any method of accounting or accounting practice by Grande Holdings or Grande Operating, except for any such change required by GAAP;

(i) Neither Grande Holdings nor Grande Operating will take any action that would give rise to a claim under the WARN Act or any similar state Law or regulation because of a “plant closing” or “mass layoff” (each as defined in the WARN Act) without in good faith attempting to comply with the WARN Act;

(j) neither Grande Holdings nor Grande Operating will adopt, amend (other than amendments required by any Law to preserve the qualified status of a Grande Benefit Plan or otherwise comply with ERISA, the Code or other applicable Law) or assume an obligation to contribute to any employee benefit plan or arrangement of any type or collective bargaining agreement;

(k) neither Grande Holdings nor Grande Operating to, permit any Encumbrance (other than any Permitted Encumbrance) to arise or exist with respect to any of its assets or properties;

(l) neither Grande Holdings nor Grande Operating will change any marketing, subscriber installation, collection or disconnection practices;

(m) except as set forth in Section 6.1(m) of the Grande Disclosure Schedule, neither Grande Holdings nor Grande Operating will offer discounts pursuant to a promotion, selling or marketing campaign not in existence as of the date hereof, other than any discount to new bulk-billed accounts offered in the Ordinary Course of Business;

(n) neither Grande Holdings nor Grande Operating will change the programming line-up or launch any new programming with respect to any Cable System other than any change to programming unilaterally implemented by the provider of such programming;

(o) each of Grande Holdings and Grande Operating will comply with, will enforce its rights under, and will not amend, modify or terminate or waive any provision of, the Note Purchase Agreement;

(p) Grande Operating will not enter into any Contract with a Grande Operating Related Person or amend or modify any Related Party Contract (other than the termination of Related Party Contracts required under Section 7.18); and

(q) neither Grande Holdings, where applicable, nor Grande Operating will agree or commit to do any of the foregoing.

6.2 Regulatory Matters Pending Closing. Except as set forth in Section 6.2 of the Grande Disclosure Schedule, from the date hereof until the Closing, Grande Holdings and Grande Operating shall use commercially reasonable efforts to maintain the validity of their respective Franchises and Telecommunications Authorizations and FCC Authorizations, comply in all material respects with all requirements of their respective Franchises and Telecommunications Authorizations and FCC Authorizations, and the Communications Act and FCC Rules and any applicable state or local Law. Prior to the Closing, Grande Holdings and Grande Operating shall use their commercially reasonable efforts to (i) refrain from taking any action that would materially jeopardize the validity of any of the Franchises or Telecommunications Authorizations and FCC Authorizations, (ii) prosecute with commercially reasonable diligence any pending applications with respect to the Franchises or Telecommunications Authorizations and FCC Authorizations, including any renewals thereof and (iii) with respect to Telecommunications Authorizations, FCC Authorizations and Franchises, file all material registrations, reports, renewal applications, and other documents and pay all material required fees and contributions, in each case, that are required by the Communications Act, the FCC Rules, or any other applicable Law as and when such filings or reports are necessary or appropriate. Notwithstanding the foregoing or any other provision of this Agreement, Grande Operating has filed with the relevant Governmental Authorities to, and shall be permitted to, release or surrender its Telecommunications Authorizations from the State of Indiana. Upon the reasonable request of Grande Holdings or Grande Operating, and to the extent related to the foregoing sentence at Grande Holdings’ sole cost and expense, the Parent Parties will use commercially reasonable efforts to take all actions and do all things proper and advisable to assist Grande Holdings and Grande Operating with respect to the matters set forth in this Section 6.2.

6.3 Insurance. Through the Closing, Grande Holdings and Grande Operating will maintain in full force and effect insurance coverage that is not less favorable to them than the coverage provided by the policies described in Section 4.18 of the Grande Disclosure Schedule.

ARTICLE VII

ADDITIONAL AGREEMENTS

7.1 Access and Information.

(a) Grande Holdings and Grande Operating shall afford to the Parent Parties, their prospective sources of the Financing and the respective advisors, legal counsel, accountants, consultants and other authorized representatives of and to the foregoing reasonable access during normal business hours throughout the period prior to the Closing to all of its books, records, properties, contracts, leases, plants and personnel and, during such period, each shall make available promptly to the Parent Parties (i) a copy of each report, schedule and other document filed or received by it pursuant to the requirements of federal or state securities Laws, and (ii) all other information as any of them reasonably may request, provided, that no investigation pursuant to this Section 7.1 shall affect any representations or warranties made herein or the conditions to the obligations of the respective parties to consummate the Transactions and neither Grande Holdings nor Grande Operating shall be deemed to make any representation or warranty with respect to any reports or other information provided pursuant to this Section 7.1.

(b) Without limiting the generality of Section 7.1(a), from the date hereof through the Closing, Grande Holdings shall cause Grande Employees that are director level and above (including applicable general managers or vice presidents) to participate in a monthly telephonic meeting with Parent’s representatives during which such Grande Employees shall provide an update as to the operations and performance of the Business and matters relating to the transition of ownership and management of Grande Operating to Parent and Atlantic Broadband and the consummation of the Transactions (including with respect to Franchise matters).

(c) Without limiting the generality of Section 7.1(a), Grande Holdings shall make available to Parent correct and complete copies of (i) all rate regulation documents for filing with Governmental Authorities relating to the Business prepared or filed at any time between the date of this Agreement and the Closing, and (ii) all material correspondence, filings and submissions concerning the Business with or to any Governmental Authority sent or made between the date of this Agreement and the Closing. In addition, within fifteen (15) days after the last day of each month (commencing with the month ending on July 31, 2009), Grande Holdings shall deliver to Parent a report setting forth, for each Cable System the following information or substantially similar information, using the methodologies and practices used by Grande Holdings in the Ordinary Course of Business to compile information of such type heretofore provided to the Parent Parties: (A) the number of Active Customers, Equivalent Basic Video Subscribers and Individual Basic Video Subscribers for such System as of the last day of such CSG month, (B) the number of Customers enrolled in discounted or promotional packages as of the last day of such CSG month, and (C) the number of Customers of each Service whose service was disconnected during such CSG month.

(d) Without limiting the generality of Section 7.1(a), from the date hereof through the Closing, Grande Holdings shall, within 30 days after the end of each calendar month (commencing with the month ended on July 31, 2009), deliver to Parent the unaudited consolidated balance sheet of Grande Holdings and Grande Operating as of the last day of such month, together with the related consolidated statements of income, stockholders’ equity and cash flows for Grande Holdings and Grande Operating for the monthly period then ending and for the portion of the calendar year ending with such month. The financial statements to be delivered pursuant to this Section 7.1(d) shall be prepared from and in accordance with the books and records of Grande Holdings and Grande Operating and GAAP applied on a consistent basis (subject to year-end adjustments) and shall fairly present the consolidated financial position of Grande Holdings and Grande Operating as of the respective dates thereof and the consolidated results of operations and cash flows (and changes in financial position, if any) of Grande Holdings and Grande Operating for the periods therein (subject to year-end adjustments that are not material in nature or amount and the absence of financial footnotes).

(e) Grande Holdings and Grande Operating shall use commercially reasonable efforts to assist the Parent Parties in obtaining the Financing, including (i) providing information reasonably requested for the preparation of confidential information memoranda (whether with respect to a syndicated bank financing) and rating agency presentations with respect to any proposed Financing, (ii) delivering such financial and statistical information and projections relating to Grande Holdings and Grande Operating as may be reasonably requested in connection with any Financing, (iii) arranging for the independent accountants, lawyers and other advisors and consultants of Grande Holdings and Grande Operating to be reasonably available to consult with Parent’s representatives regarding any Financing, (iv) making appropriate employees of Grande Holdings and Grande Operating available on reasonable notice to provide such assistance, including to participate in due diligence meetings and meetings with rating agencies and prospective Financing sources, (v) providing timely access to diligence materials and appropriate personnel on reasonable notice to allow prospective Financing sources and their representatives to complete all appropriate diligence, (vi) providing assistance with respect to the review and granting of security interests in collateral for any Financing, and (vii) cooperating with the preparation to effect the transfer and contribution by Grande Operating after the Closing to one or more newly formed Subsidiaries which are wholly owned (directly or indirectly) by Ultimate Parent certain assets of Grande Operating used or held for use principally in connection with the broadband transport and network services and other businesses of Grande Operating, other than the business of providing cable television, telephone, broadband internet and other related services for residential and commercial customers, that the ABRY Parties may identify from time to time (the “Non-Core Assets Transfer”), including cooperating to prepare requests for consents from any Governmental Authority or any other Person; provided, that in each case such assistance does not unreasonably disrupt the normal operations of the Business nor cause any breach of Contracts of Grande Holdings or Grande Operating. Notwithstanding anything to the contrary in this Agreement or otherwise, (A) no request for consent related to a Non-Core Assets Transfer will be submitted to any Governmental Authority or any other Person until after the Closing, (B) the representations and warranties of Grande Holdings and Grande Operating set forth in Article IV of this Agreement (and the related bring-down of such representations and warranties under Section 8.2(b)) shall be made without giving effect to any Non-Core Asset Transfer, (C) any restrictive covenants applicable to Grande Holdings or Grande Operating during the period between the date hereof until the Closing Date shall not be construed to prohibit any action taken upon the request of the ABRY Parties in furtherance of any Non-Core Asset Transfer (and any such action shall not be construed as a breach by Grande Holdings or Grande Operating of any such covenant), (D) the ABRY Parties shall be responsible for identifying any non-core assets to be transferred, identifying and obtaining any related consents required to transfer such assets and preparing all of the organizational agreements associated with any such Subsidiaries and definitive agreements associated with any such Non-Core Asset Transfer, and (E) neither Grande Holdings nor Grande Operating makes any representation or warranty whatsoever as to the accuracy of any pro forma financial information or projections relating to the Business on any segmented basis, including with respect to any Non-Core Assets Transfer. Any out-of-pocket expenses and costs incurred by (x) Grande Holdings or Grande Operating prior to Closing in the performance of their obligations under this Section 7.1 shall be borne by ABRY and (y) Ultimate Parent and its Subsidiaries prior to Closing in connection with the matters described in this Section 7.1 shall be borne by ABRY and, if the Closing occurs, all such expenses described in clauses (i) or (ii) above shall constitute ABRY Transaction Expenses.

7.2 Acquisition Proposals. From the date hereof until earlier of the Closing or the termination of this Agreement, Grande Holdings and Grande Operating shall, except at the direction of and as requested by the ABRY Parties with respect to any proposed Non-Core Assets Transfer, cause their respective officers, directors, employees and other agents to, not directly or indirectly, (i) take any action to solicit, initiate or knowingly encourage any Grande Holdings Acquisition Proposal (as hereinafter defined) or (ii) engage in discussions (other than communicating that Grande Holdings and Grande Operating are bound by this Section 7.2) or negotiations with, or disclose any nonpublic information relating to Grande Holdings or Grande Operating, respectively, or afford access to their respective properties, books or records to any Person not otherwise entitled to such access that may be considering making, or has made, a Grande Holdings Acquisition Proposal. Until such time as the Grande Holdings Stockholders’ Approval is obtained, nothing contained in this Section 7.2 shall prohibit Grande Holdings and its board of directors from furnishing information, including nonpublic information to, or entering into negotiations with, any Person that has indicated its willingness to make an unsolicited bona fide Grande Holdings Acquisition Proposal if, and only to the extent that:

(a) such unsolicited bona fide proposal relating to a Grande Holdings Acquisition Proposal is made by a third party that Grande Holdings’ board of directors determines in good faith has the good faith intent to proceed with negotiations to consider, and the financial capability to consummate, such Grande Holdings Acquisition Proposal;

(b) Grande Holdings’ board of directors, after duly consulting with Grande Holdings’ outside legal counsel, determines in good faith that the failure to take such action would be inconsistent with its fiduciary duties imposed by applicable Law;

(c) contemporaneously with furnishing such information to, or entering into discussions with, such Person, Grande Holdings enters into a customary confidentiality agreement with such Person;

(d) contemporaneously with furnishing such information to, or entering into discussions or negotiations with, such Person, Grande Holdings provides written notice to ABRY to the effect that it is furnishing information to, or entering into discussions or negotiations with, such Person;

(e) Grande Holdings uses all commercially reasonable efforts to keep ABRY informed in all material respects of the status and terms of any such negotiations or discussions (including the identity of the Person with whom such negotiations or discussions are being held), and provides Parent with copies of such written proposals and any amendments or revisions thereto or correspondence related thereto; provided, that ABRY agrees to execute a confidentiality agreement, in form reasonably acceptable to it, with respect to any such information delivered to ABRY pursuant to this clause (e). If Grande Holdings, Grande Operating or any representative thereof receives or becomes aware of any Grande Holdings Acquisition Proposal, Grande Holdings shall promptly give Parent notice thereof; and

(f) Neither Grande Holdings nor Grande Operating will enter into any Contract that prohibits it from disclosing to Parent any information or materials referred to in clause (d) or clause (e) above.

7.3 Directors’ and Officers’ Indemnification and Insurance. (a) For six (6) years after the Closing Date, Grande Operating shall indemnify, defend and hold harmless each Person who is now, or has been at any time prior to the date hereof or who becomes prior to the Closing Date, an officer or director of Grande Holdings or Grande Operating (each an “Indemnified Party”), who was or is made or is threatened to be made a party or is otherwise involved in any Action, suit or proceeding, whether civil, criminal, or investigative against all losses, damages, liabilities, fees and expenses (including reasonable fees and disbursements of counsel and experts and judgments, fines, losses, claims, liabilities and amounts paid in settlement (provided, that any such settlement is effected after the Closing with the prior written consent of Grande Operating, which will not be unreasonably withheld or delayed)) actually and reasonably incurred by such Indemnified Party because such Indemnified Party is or was a director or officer of Grande Holdings or Grande Operating pertaining to any act or omission existing or occurring at or prior to the Closing Date in each case other than any fraudulent act or fraudulent omission by such Person relating to this Agreement or the Transactions (the “Indemnified Liabilities”) to the fullest extent permitted under applicable Law or Grande Holdings’ or Grande Operating’s articles of incorporation and bylaws or as required pursuant to an indemnification agreement between Grande Holdings or Grande Operating and such officer or director of Grande Holdings or Grande Operating identified on Section 4.20(a) of the Grande Disclosure Schedule (each such indemnification agreement, an “Indemnification Agreement”). If any claim for Indemnified Liabilities is asserted or made by a Indemnified Party, any determination required to be made with respect to whether a Indemnified Party’s conduct complies with the standards set forth under applicable Law shall be made by independent counsel mutually acceptable, if following the Closing, to Grande Operating, or if prior to the Closing, ABRY, and such Indemnified Party; and provided, further, that nothing herein shall impair any rights or obligations of any Indemnified Party under applicable Law or any exculpatory or indemnification provision existing on the date hereof in Grande Holdings’ or Grande Operating’s articles of incorporation and bylaws or such officer’s or director’s Indemnification Agreement. If any claim or claims are brought against any Indemnified Party (whether arising before or after the Closing Date) in respect of Indemnified Liabilities, such Indemnified Party may select counsel for the defense of such claim, which counsel, if selected prior to the Closing Date, shall be reasonably acceptable to Grande Holdings and ABRY, and which, if selected after the Closing Date, shall be reasonably acceptable to Grande Operating.

(b) Grande Operating shall promptly advance all reasonable out-of-pocket expenses of each Indemnified Party in connection with any such Action, suit or proceeding described in Section 7.3(a), as such expenses are incurred, to the fullest extent permitted under applicable Law or an exculpatory or indemnification provision existing on the date hereof in Grande Operating’s articles of incorporation and bylaws or such officer’s or director’s Indemnification Agreement, subject to the receipt by Grande Operating of an undertaking by or on behalf of such Indemnified Party to repay such amount if it shall ultimately be determined that such Indemnified Party is not entitled to be indemnified by Grande Operating.

(c) Grande Operating, at its cost, will maintain in effect or purchase a “tail” policy under all existing insurance policies of Grande Holdings and Grande Operating covering officers’ and directors’ liability and liability for a fiduciary of any Grande Benefit Plan which (i) are effective for six (6) years from the Closing Date, (ii) cover those Persons who are currently covered by the Closing Date directors’ and officers’ insurance policy and the fiduciary policy of Grande Holdings or Grande Operating in effect as of the date hereof for actions and omissions occurring on or prior to the Closing Date, and (iii) contains terms and conditions that are no less favorable, in the aggregate, to the insured than those of the directors’ and officers’ insurance policy and the fiduciary policy in effect as of the date hereof. For a period of six (6) years from the Closing Date, the Parent Parties shall cause Grande Operating, at its cost, to maintain such policies or tail policies.

(d) The provisions of this Section 7.3 are intended to be for the benefit of, and shall be enforceable by, each Indemnified Party and his or her heirs and representatives.

7.4 Further Assurances. Each party shall use all commercially reasonable efforts to obtain all consents and approvals and to do all other things necessary for the consummation of the Transactions. The parties shall take such further action to deliver or cause to be delivered to each other at the Closing and at such other times thereafter as shall be reasonably agreed by such parties such additional agreements or instruments as any of them may reasonably request for the purpose of carrying out this Agreement and the Transactions. The parties shall afford each other access to all information, documents, records and personnel who may be necessary for any party to comply with Laws (including the filing and payment of Taxes and handling Tax audits), or to defend itself against suits or claims of others. Parent and Grande Holdings shall duly preserve all files, records or any similar items of Parent or Grande Holdings received or obtained as a result of the Transactions with the same care and for the same period of time as it would preserve its own similar assets.

7.5 Expenses. Subject to Section 7.1, Section 7.14, Section 7.19, and the definition of the term “Grande Holdings Transaction Expenses”, each party shall bear solely and entirely all expenses that it incurs in connection with or related to the due diligence, authorization, preparation, negotiation, execution and performance of this Agreement and the Ancillary Agreements, including all reasonable fees and expenses of outside counsel, accountants, financing sources, investment bankers, experts and consultants to such party hereto and its Affiliates.

7.6 Cooperation. Subject to compliance with applicable Laws, from the date hereof until the Closing, each party shall promptly provide the other party or its counsel with copies of all filings made by such party with any Governmental Authority in connection with this Agreement and the Transactions.

7.7 Publicity. Neither Grande Holdings, the Grande Holdings Investor, Grande Operating, any ABRY Party nor any of their respective Affiliates shall issue or cause the publication of any press release or other announcement with respect to the Transactions without the prior consent of the other parties, except as may be required by the Indenture, any Law, any Governmental Authority or by any listing agreement with a national securities exchange, and each party shall use reasonable efforts to provide copies of such release or other announcement to the other parties hereto, and give due consideration to such comments as each such other party may have, prior to such release or other announcement.

7.8 Additional Actions. Subject to the terms and conditions of this Agreement, each party agrees to use all commercially reasonable efforts to cause the conditions set forth in Article VIII to be satisfied as promptly as is practicable and otherwise to take, or cause to be taken, all actions and to do, or cause to be done, all things necessary, proper or advisable under applicable Laws, or to remove any injunctions or other impediments or delays, to consummate and make effective the Transactions, subject, however, to the Grande Holdings Stockholders’ Approval.

7.9 Filings. Each party shall execute all instruments and make all filings such party is required to make in connection herewith or desirable to achieve the purposes contemplated hereby, and shall cooperate as needed with respect to any such filing by any other party.

7.10 Consents. Each of the ABRY Parties, Grande Holdings and Grande Operating shall use commercially reasonable efforts to obtain all consents necessary or advisable in connection with its obligations hereunder, including, without limitation, with respect to the regulatory matters set forth in Section 6.2. Without limiting the foregoing, the ABRY Parties, Grande Holdings and Grande Operating shall continue to prepare, execute and file applications and any amendments thereto to obtain any consent, waiver, approval, order, authorization or permit of, or make a registration with, filing with or notification to, the Federal Trade Commission, FCC, Cable Regulatory Authorities, and Telecom Regulatory Authorities as are necessary or advisable in connection with the consummation of the Transactions. The ABRY Parties, Grande Holdings and Grande Operating shall diligently take all steps that are necessary, proper or desirable to expedite the prosecution of such applications to a favorable conclusion. Each party shall promptly provide the other party with a copy of any pleading, order or other document served on it relating to any such application. The parties shall furnish all information required by the FCC, Cable Regulatory Authorities, and Telecom Regulatory Authorities. Each party shall be represented at all meetings or hearings scheduled or held to consider such applications. Notwithstanding the foregoing, the ABRY Parties shall be solely responsible for all due diligence and documentation associated with preparing documentation associated with obtaining any consents of third parties, or any consents, waivers, approvals, orders, authorizations, permits, registrations, certification, filings with or notices to any Governmental Authority required in connection with any Non-Core Asset Transfer; provided, if the Closing occurs any expenses incurred in connection with activities or items in this sentence shall constitute ABRY Transaction Expenses.

7.11 Stockholders’ Approval. Grande Holdings shall (i) take all steps reasonably necessary to seek to obtain the Grande Holdings Stockholders’ Approval by written consent of stockholders on or prior to midnight, central standard time, on or prior to the tenth business day after the execution of this Agreement, (ii) provide to such stockholders a recommendation of the Grande Holdings board of directors that its stockholders approve this Agreement and distribute to such stockholders, as soon as practicable after execution hereof, disclosure about the Transactions, (iii) use all commercially reasonable efforts to secure the Grande Holdings Stockholders’ Approval, and (iv) reasonably cooperate and consult with ABRY with respect to each of the foregoing matters; provided, however, that nothing contained in this Section 7.11 shall prohibit the Grande Holdings board of directors from failing to make or from withdrawing or modifying the recommendation to the Grande Holdings stockholders described in clause (ii) above if such board of directors, after consultation with outside legal counsel, determines in good faith that such action would be inconsistent with its fiduciary duties under applicable Laws.

7.12 Preparation of the Information Statement. If the Grande Holdings Stockholders’ Approval is obtained by written consent, Grande Holdings shall cause the Information Statement and notice of such written consent to be delivered to all of the Securityholders in accordance with the DGCL and its certificate of incorporation and bylaws, not later than the tenth business day after the Grande Holdings Stockholders’ Approval is obtained. If at any time prior to the Closing Date, the officers and directors or managers of the ABRY Parties or Grande Holdings discover any statement which, in light of the circumstances in which it is made, is false or misleading with respect to a material fact or omits to state a material fact necessary to make the statement made in the Information Statement not misleading, then such party shall immediately notify the other party of such misstatement or omission.

7.13 Discharge of Indenture.

(a) Prior to the Closing Date, Grande Holdings shall take all actions that are necessary or appropriate to effectuate the satisfaction and discharge pursuant to the Indenture, dated as of March 23, 2004, by and among Grande Holdings, the guarantors party thereto and U.S. Bank National Association, as trustee, as modified by Supplemental Indenture No. 1 thereto, dated as of July 18, 2007, by and among Grande Holdings, the guarantors and the trustee (the “Indenture”), and the release of all related deeds of trust and/or mortgages, on the Closing Date of the Senior Secured Notes issued thereunder, upon and subject to the payment by or on behalf of Grande Operating on the Closing Date (after giving effect to the Closing) of the amount(s) specified in the related Pay-Off Document(s).

(b) On the Closing Date, pursuant to Section 3.1(b), on behalf of the Grande Holdings, a payment shall be made by the ABRY Parties or, in the case of the debt Financing proceeds, Grande Operating, to the Requisite Bondholders and the Parent Parties shall cause the irrevocable deposit with the trustee under the Indenture of an amount of cash required to discharge in full as of the Closing Date in accordance with Article VIII of the Indenture all of the outstanding Senior Secured Notes not subject to the Note Purchase Agreement. Grande Holdings shall fully cooperate with the Parent Parties in connection with such payoff, including the delivery of any certificates, opinions, resolutions or other documentation required or requested by the trustee under the Indenture or by the Requisite Bondholders under the Note Purchase Agreement in connection therewith.

7.14 Certain Payments at Closing. To the extent that any obligations of Grande Holdings to pay fees and expenses incurred in connection with the consummation of the Transactions, including fees and expenses of Xxxxxx Capital Partners and counsel, or to make payments under the Transaction Bonus Plan remain unpaid as of the Closing Date, such obligations shall be included in the Grande Holdings Transaction Expenses and become the obligations of Grande Operating, and Parent shall, or shall cause Grande Operating to, make such payments immediately after the Closing Date, to the accounts and in the amounts specified by Grande Holdings.

7.15 Notice of Certain Events. Each party shall as promptly as reasonably practicable notify the other parties of (in each case, unless such party reasonably believes that the other parties have otherwise received notice thereof):

(a) any notice or other communication received by such party from any Person alleging that the consent of such Person (or another Person) is or may be required in connection with the Transactions;

(b) any notice or other communication received by such party from any Governmental Authority in connection with the Transactions;

(c) any Actions commenced or, to the knowledge of Grande Holdings, threatened against, relating to or involving or otherwise affecting Grande Holdings or Grande Operating which, if pending on the date hereof, would have been required to have been disclosed pursuant to Sections 4.10 or 5.9 or which relate to the consummation of the Transactions, in each case of which such party becomes aware;

(d) any notice of, or other communication relating to, a default or event that, with notice or lapse of time or both, would become a default under any material agreement, received by such party subsequent to the date hereof; and

(e) any Grande Material Adverse Effect, ABRY Material Adverse Effect or Parent Material Adverse Effect or the occurrence of any event which is reasonably likely to result in a Grande Material Adverse Effect, ABRY Material Adverse Effect or a Parent Material Adverse Effect, as the case may be, in each case of which such party becomes aware.

7.16 Stockholder Litigation. Each of the Parent Parties, Grande Holdings and Grande Operating shall give the other the reasonable opportunity to participate in the defense of any litigation against any such party, as applicable, and its directors or officers relating to the Transactions.

7.17 Employee Matters. (a) At least two (2) business days prior to the Closing, ABRY shall give Grande Holdings written notice specifying the name(s), if any, of any employee party to an Executive Employment Agreement that ABRY requests Grande Holdings or Grande Operating terminate immediately prior to the Closing (each is an “Excluded Employee”). Immediately prior to the Closing, Grande Holdings and Grande Operating shall terminate the employment of any such Excluded Employee and any related severance liability arising under an Executive Employment Agreement shall constitute Grande Holdings Transaction Expenses, whether such amounts or Liabilities become payable prior to, on or after the Closing Date.

(b) Subsequent to the Closing Date, the Parent Parties shall perform or cause Grande Operating to perform the obligations of Grande Holdings or Grande Operating under the Transaction Bonus Plan and under the Executive Employment Agreements.

7.18 Related Party Contracts. Except for those Contracts set forth in Section 7.18 of the Grande Disclosure Schedule, prior to the Closing, Grande Operating will cause all Contracts and transactions by and between any Grande Operating Related Person, on the one hand, and Grande Operating, on the other hand, (each, a “Related Party Contract”) to be terminated effective as of the Closing, except pursuant to this Agreement or the Ancillary Agreements, without any cost or continuing obligation to Grande Operating.

7.19 Title Insurance; Surveys.

(a) The ABRY Parties have obtained a commitment for an ALTA Owner’s and Lender’s Title Insurance Policy for each Owned Real Property and each Leased Real Property set forth in Schedule 7.19 (the “Material Leased Real Property”), issued by Lawyers Title Insurance Corporation (the “Title Company”), together with a copy of all documents referenced therein which are obtained by the Title Company (the “Title Commitments”). At Closing, the ABRY Parties will cause the Title Company to issue title insurance policies (which may be in the form of a xxxx-up of the Title Commitments) in accordance with the Title Commitments, insuring Grande Operating’s good and marketable title to each Owned Real Property, Grande Operating’s legal, valid, binding and enforceable leasehold interest in each Material Leased Real Property or ABRY’s lender’s mortgage in and to such Owned Real Property or Material Leased Real Property, as the case may be, as of the Closing Date (including all recorded appurtenant easements insured as a separate legal parcel), in such amount as Parent reasonably determines to be the value of the real property insured thereunder (the “Title Policies”). Each of the Title Policies shall include an extended coverage endorsement (insuring over the general or standard exceptions) and all other endorsements reasonably requested by Parent or Parent’s Financing sources, to the extent available in the applicable jurisdiction.

(b) Grande Operating shall use all commercially reasonable efforts to assist ABRY in obtaining Title Commitments and Title Policies in form and substance as set forth in this Section 7.19, shall provide the Title Company with any affidavit, indemnity or other assurances reasonably requested by the Title Company to issue the Title Policies, and shall use commercially reasonable efforts to assist ABRY in finalizing or updating the surveys procured on the ABRY Parties’ behalf prior to the date of this Agreement.

7.20 Books and Records of Grande Operating and each Non-Core Subsidiary. For a period of seven (7) years after the last day of the calendar year in which the Closing occurs, the Parent Parties shall afford to Grande Holdings and its advisors, legal counsel, accountants, consultants and other authorized representatives reasonable access during normal business hours to all of the books, records, properties, contracts, leases, plants and personnel of Grande Operating and each Non-Core Subsidiary to the extent reasonably requested by Grande Holdings for any reasonable business purpose, including in connection with any Audit or any required report to or filing with any Governmental Authority after the Closing.

7.21 Financing.

(a) In the event any portion of the Financing contemplated by the Debt Financing Commitment necessary to enable the ABRY Parties to consummate the Transactions becomes unavailable on the terms and conditions contemplated thereby or hereby, the ABRY Parties shall use their commercially reasonable efforts to obtain alternative Financing from alternative sources on comparable terms as promptly as practicable following the occurrence of such event. The ABRY Parties shall consult with Grande Holdings as Grande Holdings may request regarding the status of the Financing, including the process of obtaining any replacement Financing, and shall provide Grande Holdings with executed copies of any Investor Securities Purchase Agreement, debt Financing agreement or other material Financing documents.

(b) The ABRY Parties shall use their commercially reasonable efforts to satisfy on a timely basis the conditions that are within their control with respect to the funding of the Financing.

7.22 Intentionally Omitted.

7.23 Certain Information Rights.

(a) So long as Grande Holdings or any Subsidiary thereof continues to hold any partnership interest in Ultimate Parent and Grande Holdings is required to comply with the disclosure and reporting obligations of the Exchange Act, Ultimate Parent shall provide to Grande Holdings and its auditors, at Grande Holdings’ expense, such information as is reasonably requested by Grande Holdings and provide reasonable access to relevant accounting records and personnel to enable Grande Holdings to comply with such disclosure and reporting obligations; provided Ultimate Parent’s obligations pursuant to this Section 7.23(a) shall apply only with respect to such disclosure and reporting obligations of Grande Holdings for its fiscal year ending on December 31, 2009 and any period prior thereto.

(b) So long as the Grande Holdings Investor continues to hold any partnership interest in Ultimate Parent (and to the extent not already provided for above, in the Partnership Agreement, or in the RULPA (as defined in the Partnership Agreement), the Grande Holdings Investor shall be entitled to examine the books and records of Ultimate Parent and receive other such information as the Grande Holdings Investor may reasonably request, at reasonable times and intervals, concerning the general status of Ultimate Parent’s financial condition and operations.

(c) So long as Grande Holdings. or any Subsidiary thereof continues to hold any partnership interest in Ultimate Parent, the Grande Holdings Investor shall be entitled to consult with and advise management of Ultimate Parent on significant business issues, including management’s proposed quarterly and annual operating plans. Upon request by the Grande Holdings Investor, management of the Ultimate Parent shall meet with authorized representatives of the Grande Holdings Investor, at a mutually agreeable time and place, to review progress in achieving such plans.

7.24 Certain Approval Rights of the Grande Holdings Investor. Without the prior written consent of the Grande Holdings Investor or the Grande Holdings Director, the Ultimate Parent will not:

(a) directly or indirectly issue any Class B Common Units or other incentive-based Equity Securities to any ABRY officers, directors, employees or consultants;

(b) during the period of 18 months from the Closing Date, (i) directly or indirectly issue incentive-based Equity Securities other than Class B-1 Common Units, Class B-2 Common Units or Class B-3 Common Units to any of the officers, directors, employees or consultants of Ultimate, (ii) issue any Class B-1 Common Units, Class B-2 Common Units or Class B-3 Common Units if, after giving effect to such issuance, the Class B Common Units of such series would represent greater than 5% of the then-outstanding Common Units, or (iii) decrease the Non-Distribution Amount of Class B-1 Common Units, Class B-2 Common Units or Class B-3 Common Units;

(c) amend or modify the Partnership Agreement in a manner that adversely affects the Grande Holdings Investor’s rights to distributions (other than amendments or modifications to reflect the terms (or amendments to the terms) applicable to new or existing Equity Securities in accordance with the Partners Agreement and the Partnership Agreement) or its limited liability thereunder, increases its obligations or liabilities thereunder (including its obligations to make Capital Contributions) or creates or expands restrictions on the Grande Holdings Investor;

(d) amend the terms of any Equity Security that the Partnership shall have issued and any portion of such is held by ABRY or any of its Affiliates, unless (i) any Person or Persons other than ABRY and its Affiliates owns or own at least 25% of such class of Equity Security and (ii) such Person or Persons holding at least 25% of such class of Equity Security consent or consents to such amendment; or

(e) redeem or repurchase Class A Common Units from any ABRY-Affiliated Partner, except in connection with an offer to redeem or repurchase Class A Common Units that is made to all Partners holding Class A Common Units.

As used in this Section 7.24, each capitalized term that is not otherwise defined has the meaning that the Partnership Agreement assigns to that term.

7.25 Affiliate Transactions.

(a) For so long as the Grande Holdings Investor holds any Common Units and has designated a Grande Holdings Director, Ultimate Parent shall not, and shall not cause or permit any Subsidiary to, directly or indirectly, conduct any business or entire into, renew, amend or conduct any transaction or series of related transactions (including the purchase, sale, lease or exchange of any assets or the rendering of any service) with or for the benefit of any of ABRY, any ABRY-Affiliated Partner, or any Affiliate of the Partnership or any Subsidiary of Ultimate Parent (each an “Affiliate Transaction”) unless:

(i) such Affiliate Transaction, taken as a whole, is a bona fide transaction on terms which are no less favorable to the Partnership or such Subsidiary, as the case may be, than would be available in a comparable transaction with an unaffiliated third party; and

(ii) (A) a majority of the disinterested members of the Grande Manager Board (as defined in the Partners Agreement) shall have approved such Affiliate Transaction, (B) either the Grande Holdings Director or the Grande Holdings Investor has approved such Affiliate Transaction, or (C) the Partnership shall have delivered to the Grande Holdings Investor a written opinion from an Independent Financial Advisor (as defined in the Partners Agreement) stating that the terms of such Affiliate Transaction are fair, from a financial point of view, to the Partnership or the Subsidiary involved in such Affiliate Transaction, as the case may be.

For purposes of the foregoing clause (ii)(A), (1) a member of the Grande Manager Board will not be deemed to have an “interest” in an Affiliate Transaction merely by virtue of any direct or indirect economic interest in the Partnership and its Subsidiaries held by such member of the Grande Manager Board or the Person(s) who designated or are entitled to designate that member of Grande Manager Board, and (2) a member of Grande Manager Board will be deemed to have an “interest” in an Affiliate Transaction by virtue of any direct or indirect economic interest any of the counter-parties involved in an Affiliate Transaction.

(b) Notwithstanding the foregoing, the restrictions set forth in Section 7.25(a) above shall not apply to any of the following:

(i) transactions with or among the Partnership and any wholly-owned Subsidiary of the Partnership or between or among wholly-owned Subsidiaries of the Partnership;

(ii) any issuance of Equity Securities of the Partnership or any of its Subsidiaries described in clause (iii) of Section 6(b) of the Partners Agreement and made in accordance with Section 7.24(a) of this Agreement;

(iii) any issuance of Equity Securities of the Partnership or any of its Subsidiaries to which the rights described in Section 6(a) of the Partners Agreement are applicable;

(iv) any transactions undertaken pursuant to the contractual obligations contained in the ABRY Advisory Agreement or the Atlantic Broadband Management Agreement, provided, that any amendment or modification thereof shall be subject to Section 7.25(a); and

(v) retransmission consent arrangements and other transactions undertaken in the ordinary course of business between the Partnership and/or its Subsidiaries, on the one hand, and Nexstar Broadcasting, Inc. or another portfolio company of an investment fund managed by ABRY LLC, on the other hand, in each case that are negotiated by management of such portfolio company without any material input or influence by employees of ABRY LLC.

(c) As used in this Section 7.25, each capitalized term that is not otherwise defined has the meaning that the Partnership Agreement assigns to that term.

7.26 Maintenance of Existence; No Sale of Assets. At any time when doing so would constitute an Event of Default (as defined therein) under either or both of the Lease Agreement dated as of August 7, 2003, by and between GRC (TX) Limited Partnership and Grande Operating or the Lease Agreement dated as of June 24, 2004, by and between GRC-II (TX) Limited Partnership and Grande Operating, or any guaranty of either such lease, in each case as in effect from time to time (collectively, the “WP Xxxxx Leases”), Grande Holdings will not: (a) liquidate, dissolve or begin proceedings towards its liquidation or dissolution, or (b) sell its assets in violation of Section 2.05 of the Guaranty and Suretyship Agreement by Grande Holdings in favor of GRC (TX) Limited Partnership dated as of August 7, 2003, as in effect from time to time, or Section 2.05 of the Guaranty and Suretyship Agreement by Grande Holdings in favor of GRC-II (TX) Limited Partnership dated as of June 24. 2004, as in effect from time to time (collectively, the “Grande Holdings Lease Guarantees”), or consummate a Corporate Transaction (as that term is defined in the related WP Xxxxx Lease) other than in accordance with Section 2.05 of the each Grande Holdings Lease Guaranty.

7.27 Release or Amendment of New Lease Guaranty. In no event shall (a) Ultimate Parent or Parent (or the then successor-in interest-thereto) be released from any guarantees or obligations, financial or otherwise, under, or receive a waiver of, any provision of the New Lease Guaranty that relates to a WP Xxxxx Lease, unless Grande Holdings (or the then successor-in-interest thereto) is also released from the same guarantees or obligations under the Grande Holdings Lease Guaranty that relates to such WP Xxxxx Lease or receives a waiver of the corresponding provision of such Grande Holdings Lease Guaranty, as applicable (provided that this clause (a) shall not apply to any release of any obligation under, or any waiver of, any provision of Exhibit A attached to the New Lease Guaranty that relates to either WP Xxxxx Lease to which Grande Holdings (or the then successor-in-interest thereto) is not also subject under the Grande Holdings Lease Guaranty that relates to such WP Xxxxx Lease); (b) any Approved Sale or any sale or transfer of assets of Grande Operating that includes any sale or transfer of any of Grande Operating’s rights or obligations under either WP Xxxxx Lease occur unless Grande Holdings (or the then successor-in-interest thereto) is released from all of its guarantees and obligations under the related Grande Holdings Lease Guaranty; or (c) any transaction occur as a result of which ABRY and its Affiliates, taken together, do not directly or indirectly control Grande Operating, unless Grande Holdings (or the then successor-in-interest thereto) is released from all of its guarantees and obligations under each Grande Holdings Lease Guaranty.

ARTICLE VIII

CONDITIONS TO CLOSING

8.1 Conditions to the Obligation of Each Party. The respective obligations of each party to effect the Transactions shall be subject to the fulfillment as of the Closing of the following conditions:

(a) the Grande Holdings Stockholders’ Approval must have been obtained;

(b) no Law may be in effect, in each case which would prohibit or enjoin, or impose any other remedy upon ABRY, the Parent Parties, Grande Holdings, the Grande Holdings Investor or Grande Operating as a result of, the consummation of the Transactions, and no Action in which any of the foregoing is sought shall be pending or threatened in writing; and

8.2 Conditions to the Obligations of the ABRY Parties. The obligation of ABRY and the Parent Parties to effect the Transactions is subject to the satisfaction (or waiver by Parent) as of the Closing of the following conditions:

(a) Grande Holdings and Grande Operating must have performed in all material respects its obligations under this Agreement required to be performed by it as of the Closing;

(b) the representations and warranties of Grande Holdings and Grande Operating contained in this Agreement (in each case without giving effect to any materiality qualifications or limitations therein or any references therein to Grande Material Adverse Effect) shall be true and correct, in each case as of the Closing as though made on and as of the Closing, except (i) for such failures, in the aggregate, to be true and correct do not arise out of or relate to events, facts or circumstances that have had or would reasonably be expected to have a Grande Material Adverse Effect; (ii) that those representations and warranties that address matters only as of a particular date shall remain true and correct as of such date, subject to the qualifications in (i) above; and (iii) for changes expressly required by the terms of this Agreement;

(c) from the date hereof through the Closing Date, there shall not have occurred or arisen any change in the financial condition, business or operations of Grande Holdings, the Grande Holdings Investor or Grande Operating or other events, facts or circumstances that, taken as a whole, have had or would reasonably be expected to have a Grande Material Adverse Effect;

(d) each Related Party Contract other than those identified in Section 7.18 of the Grande Disclosure Schedule shall have been terminated pursuant to Section 7.18;

(e) the Parent Parties must have received a certificate signed on behalf of Grande Holdings by both the Chief Executive Officer and the Chief Financial Officer of Grande Holdings to the effect that each of the conditions specified in this Section 8.2 has been satisfied in all respects;

(f) the Parent Parties shall have received (i) evidence satisfactory to the Parent Parties that satisfaction and discharge pursuant to the Indenture of the Senior Secured Notes will be effected on the Closing Date, subject to the deposit pursuant to Section 7.13(b), and (ii) all other Pay-off Documents;

(g) each of the conditions requiring the Requisite Bondholders to tender all of the Senior Secured Notes which are subject to the Note Purchase Agreement which are held or controlled by them for purchase pursuant to the Note Purchase Agreement shall have been satisfied or waived (subject only to the consummation of the other Transactions) and the Requisite Bondholders have not indicated to Grande Holdings, Grande Operating, the ABRY Parties or any of their respective Affiliates that the conditions requiring the Requisite Bondholders to tender all of the Senior Secured Notes subject to the Note Purchase Agreement have not been satisfied;

(h) Parent shall have received all of the financial statements required to be delivered to it pursuant to Section 7.1 prior to the Closing Date;

(i) the consents, approvals, waivers and notices set forth on Section 8.2(i) of the Grande Disclosure Schedules shall have been obtained or given, in form and substance reasonably satisfactory to the ABRY Parties, and remain in effect;

(j) Grande Operating shall have at least 96,500 Active Customers as of the Closing Date;

(k) the contributions contemplated by the Contribution Agreement shall have been consummated;

(l) Grande Holdings shall have delivered or caused to be delivered the items required to be delivered or cause to be delivered by it pursuant to Section 3.2(a); and

(m) the “Landlords” thereunder shall have executed and delivered each of the Lease Amendments and the Lease Guaranty Amendments, and after such execution and delivery and the taking of the actions described in Sections 3.2(a)(xi) and 3.2(b)(vi), each such Lease Agreement and Lease Guaranty Amendment shall be effective in accordance with its terms.

8.3 Conditions to the Obligations of Grande Holdings and Grande Operating. The obligation of Grande Holdings and Grande Operating to effect the Transactions is subject to the satisfaction as of the Closing of the following conditions:

(a) ABRY and the Parent Parties must have performed in all material respects its obligations under this Agreement required to be performed by it at or prior to the Closing Date.

(b) Each of the representations and warranties of the ABRY Parties contained in this Agreement (in each case without giving effect to any materiality qualifications or limitations therein or any references therein, in the case of ABRY to an ABRY Material Adverse Effect and in the case of the Parent Parties to a Parent Material Adverse Effect) shall be true and correct, in each case as of the Closing as though made on and as of the Closing, except (i) for such failures, in the aggregate, to be true and correct that do not arise out of or relate to events, facts or circumstances that have had or would reasonably be expected to have, in the case of ABRY an ABRY Material Adverse Effect and in the case of the Parent Parties a Parent Material Adverse Effect; (ii) that those representations and warranties that address matters only as of a particular date shall remain true and correct as of such date, subject to the qualifications in (i) above; and (iii) for changes expressly required by the terms of this Agreement.

(c) From the date hereof through the Closing Date, there shall not have occurred or arisen (i) any change in the financial condition, business or operations of any Parent Party or other events, facts or circumstances that, taken as a whole, have had or would reasonably be expected to have a Parent Material Adverse Effect or (ii) any change in the financial condition, business or operations of ABRY or other events, facts or circumstances that, taken as a whole, have had or would reasonably be expected to have an ABRY Material Adverse Effect.

(d) Grande Holdings must have received (i) a certificate signed on behalf of ABRY and (ii) a certificate signed on behalf of the Parent Parties by the Chief Executive Officer of the Parent Parties in each case to the effect that each of the conditions specified in this Section 8.3 has been satisfied in all respects.

(e) Substantially contemporaneously with the Closing, the ABRY Parties shall have deposited or paid or caused to be deposited or paid the amounts described in Section 3.1(b), in the manner described therein.

(f) After giving effect to the Transactions (including the payments contemplated by Section 3.1), and assuming the estimated Grande Cash Balance provided pursuant to Section 3.4(b) is accurate, Grande Operating will have at least $15,000,000 of cash available to be used to make capital expenditures.

(g) The portion of the Financing contemplated by Section 8.3(h) that comprises the debt Financing is (i) on the terms contemplated by the Debt Financing Commitment, (ii) on terms no less favorable to Grande Operating than the terms contemplated by the Debt Financing Commitment or (iii) to the extent such debt Financing does not satisfy clauses (i) or (ii) above, on terms which have been approved by Grande Holdings.

(h) The amount of Financing obtained by the ABRY Parties and/or Grande Operating (assuming the closing of the Transactions and the funding thereof) is equal to or greater than the Total Funding Amount.

(i) Each of the conditions requiring the Requisite Bondholders to tender all of the Senior Secured Notes subject to the Note Purchase Agreement which are held or controlled by them for purchase pursuant to the Note Purchase Agreement shall have been satisfied or waived (other than the consummation of the Closing hereunder).

(j) Ultimate Parent shall have delivered or caused to be delivered the items required to be delivered or caused to be delivered by it pursuant to Section 3.2(b).

ARTICLE IX

TERMINATION, AMENDMENT AND WAIVER

9.1 Termination. This Agreement may be terminated at any time prior to the Closing, whether before or after approval by the stockholders of Grande Holdings:

(a) by the mutual written consent of ABRY and Grande Holdings;

(b) by either ABRY or Grande Holdings, if the Closing Date has not occurred on or before September 30, 2009 (the “Termination Date”); provided, that the party seeking to terminate this Agreement pursuant to this Section 9.1(b) shall not have breached in any material respect its obligations under this Agreement in any manner that shall have proximately contributed to the failure to consummate the Transactions on or before the Termination Date;

(c) by Grande Holdings, if (i) there has been a material breach by any ABRY Party of any representation, warranty, covenant or agreement set forth in this Agreement which breach (if susceptible to cure) has not been cured in all material respects within twenty (20) business days following receipt by ABRY of notice of such breach, and (ii) neither Grande Holdings nor Grande Operating is then in material breach of any representation, warranty, covenant or agreement set forth in this Agreement;

(d) by ABRY, if (i) there has been a material breach by Grande Holdings or Grand Operating of any representation, warranty, covenant or agreement set forth in this Agreement, which breach (if susceptible to cure) has not been cured in all material respects within twenty (20) business days following receipt by Grande Holdings of notice of such breach, and (ii) no ABRY Party is then in material breach of any representation, warranty, covenant or agreement set forth in this Agreement;

(e) by either Grande Holdings or ABRY, if there shall be any applicable Law that makes consummation of the Transactions illegal or if any Court Order prohibits the consummation of the Transactions, and such judgment, injunction, order or decree becomes final and nonappealable; provided, that the right to terminate this Agreement under this Section 9.1(e) shall not be available to a party if the issuance of or the failure to remove such final and nonappealable judgment, injunction, order or decrees was primarily due to the failure of such party to perform any of its obligations under this Agreement;

(f) by ABRY or Grande Holdings, if the Grande Holdings Stockholders’ Approval is not obtained and written evidence thereof delivered to ABRY on or prior to midnight, central standard time, on the tenth business day after the execution of this Agreement;

(g) by ABRY or Grande Holdings, if Grande Holdings accepts a Grande Holdings Superior Proposal prior to the time when the Grande Holdings Stockholders’ Approval has been obtained. A “Grande Holdings Superior Proposal” means a bona fide written Grande Holdings Acquisition Proposal that (i) Grande Holdings’ board of directors in good faith determines, after consultation with its financial advisors and its outside legal counsel, is reasonably likely to be consummated taking into account the Person making such Grande Holdings Acquisition Proposal and all legal, financial, regulatory and other relevant aspects of such Grande Holdings Acquisition Proposal, and Grande Holdings’ board of directors in good faith determines, after consultation with its financial advisors and its outside legal counsel, that such Grande Holdings Acquisition Proposal would, if consummated, result in a transaction that is more favorable from a financial point of view to the holders of Grande Holdings Shares than the terms and conditions of this Agreement (as ABRY may agree to adjust the same as contemplated by the final proviso to this Section 9.1(g)); provided, however, that Grande Holdings may not terminate this Agreement under this Section 9.1(g) unless it has used all reasonable efforts to provide ABRY with prior written notice of its intent to so terminate this Agreement together with a detailed summary of the terms and conditions of such Grande Holdings Acquisition Proposal; provided further, that prior to any such termination, Grande Holdings shall, and shall cause its respective financial and legal advisors to, negotiate in good faith with ABRY during a period not to exceed five (5) days to make such adjustments in the terms and conditions of this Agreement as would enable Grande Holdings to proceed with the Transactions; or

(h) by Grande Holdings, if the Closing Date has not occurred on or prior to September 10, 2009.

9.2 Effect of Termination.

(a) Survival. If this Agreement is terminated under this Article IX, all obligations of the parties shall terminate, except the parties’ obligations pursuant to Sections 9.2(b) and 9.2(c) and except for Sections 7.5, 7.7 and 9.1 and Article X and payment and reimbursement obligations of any ABRY Party under Section 7.1.

(b) Termination Fee.

(i) If ABRY or Grande Holdings terminates this Agreement pursuant to Section 9.1(g), then Grande Holdings or Grande Operating shall pay to ABRY a termination fee equal to $10,000,000 in immediately available funds (the “Grande Holdings Termination Fee”) upon the earlier of (i) the consummation of a transaction that is the subject of a Grande Holdings Superior Proposal and (ii) 60 days after the date of such termination, which shall constitute full liquidated damages (and not a penalty) under applicable Law, and neither Grande Holdings, Grande Operating nor any of their respective Affiliates shall have any further liability to any Person under or in respect of this Agreement.

(ii) If Grande Holdings terminates this Agreement pursuant to Section 9.1(b) or 9.1(c), or, ABRY terminates this Agreement pursuant to Section 9.1(b), in either case, at a time when all of the conditions precedent set forth in Article VIII (except for any such condition (w) set forth in Section 8.3(m) that would be satisfied upon payment to the “Landlords” referred to therein of a fee in the aggregate amount not to exceed $375,000, (x) set forth in Section 8.2(e), 8.2(f)(i), 8.2(k), 8.2(l), 8.3(a), 8.3(b), 8.3(d), 8.3(e), 8.3(f) or 8.3(j), (y) that remains unsatisfied solely as a result of ABRY’s breach of any covenant or agreement set forth in this Agreement, or (z) that is unsatisfied as a result of a breach of or inaccuracy in a representation or warranty by ABRY in this Agreement) have been satisfied or waived, then, upon such termination, ABRY shall promptly (and in any event no later than twelve (12) business days after such termination) pay to Grande Holdings a termination fee equal to $10,000,000 in immediately available funds, which shall constitute full liquidated damages (and not a penalty) under applicable Law, and, subject to Section 9.2(c)(ii), neither any ABRY Party nor any of their respective Affiliates shall have any further liability to any Person under or in respect of this Agreement.

(iii) If Grande Holdings terminates this Agreement pursuant to Section 9.1(b), 9.1(c), or ABRY terminates this Agreement pursuant to Section 9.1(b), in either case, at a time when (A) the condition set forth in Section 8.3(h) is not satisfied (other than as a result of a breach of this Agreement by the ABRY Parties) and (B) all of the conditions precedent set forth in Article VIII (except for any such condition (w) set forth in Section 8.3(m) that would be satisfied upon payment to the “Landlords” referred to therein of a fee in the aggregate amount not to exceed $375,000, (x) set forth in Section 8.2(e), 8.2(f)(i), 8.2(k), 8.2(l), 8.3(a), 8.3(b), 8.3(d), 8.3(e), 8.3(f), or 8.3(g) or 8.3(j), (y) that remains unsatisfied solely as a result of ABRY’s breach of any covenant or agreement set forth in this Agreement, or (z) that is unsatisfied as a result of a breach of or inaccuracy in a representation or warranty by ABRY in this Agreement) have been satisfied or waived, then, upon such termination, ABRY shall promptly (and in any event no later than twelve (12) business days after such termination) pay to Grande Holdings a termination fee equal to $2,500,000 in immediately available funds, which shall constitute full liquidated damages (and not a penalty) under applicable Law, and, subject to Section 9.2(c)(ii), neither any ABRY Party nor any of their respective Affiliates shall have any further liability to any Person under or in respect of this Agreement.

(i) Subject to clause (ii) below, a termination of this Agreement and, if required, a payment of the Grande Holdings Termination Fee pursuant to Section 9.2(b)(i) or the ABRY Termination Fee pursuant to Section 9.2(b)(ii) or Section 9.2(b)(iii) and payment of such Grande Holdings Termination Fee or ABRY Termination Fee, respectively shall constitute the sole and exclusive remedy for the ABRY Parties or Grande Holdings and the Securityholders, as applicable under such circumstances, each of which shall be deemed to have waived and released any right to bring any Action or make any claim against any ABRY Party or Grande Holdings and the Securityholders, respectively, or any of their respective Affiliates for specific performance of this Agreement or to recover any other damages or other amounts in excess of or other than such liquidated damages, arising from any ABRY Party’s or Grande Holdings’ breach of any of their respective representations, warranties, or failure to perform and comply with any of its covenants and agreements, in this Agreement prior to the Closing; provided that neither Section 9.2(a) nor this Section 9.2(c)(i) shall limit any ABRY Party’s right to specific performance of Grande Holdings’ and Grande Operating’s obligations under this Agreement other than upon and after a termination of this Agreement pursuant to Section 9.1(g). Each party acknowledges that the agreements set forth in this Section 9.2 are an integral part of the Transactions and that, without these agreements, neither the ABRY Parties nor Grande Holdings would not enter into this Agreement.

(ii) Notwithstanding Section 9.2(b)(ii), Section 9.2(b)(iii) or Section 9.2(c)(i), (x) neither Section 9.2(b)(ii), Section 9.2(b)(iii) nor Section 9.2(c)(i) shall limit the responsibility of ABRY for any breach of the Confidentiality Agreement, and (y) if, on the Closing Date, when all of the conditions precedent set forth in Article VIII (except for any such condition (A) set forth in Sections 8.2(e), 8.2(f)(i), 8.2(k), 8.2(l), 8.3(a), 8.3(b), 8.3(d), 8.3(e), 8.3(f) or 8.3(j), (B) that remains unsatisfied solely as a result of ABRY’s breach of any covenant or agreement set forth in this Agreement, or (C) that is unsatisfied as a result of a breach of or inaccuracy in a representation or warranty made by ABRY in this Agreement) have been satisfied or waived, and the lender(s) that provide the Debt Financing Commitment are ready, willing and able to fund the debt financing contemplated by the Debt Financing Commitment on the terms and conditions set forth in the Debt Financing Commitment, and ABRY refuses to consummate the Transactions, Grande Holdings may (A) seek to cause the ABRY Parties to specifically perform their respective obligations to consummate the Transactions; or (B) if permitted by Section 9.1, terminate this Agreement and in that event seek actual damages or the ABRY Termination Fee as liquidated damages.

ARTICLE X

MISCELLANEOUS

10.1 Notices. All notices, requests and other communications provided for or permitted to be given under this Agreement must be in writing and shall be given by personal delivery, by certified or registered United States mail (postage prepaid, return receipt requested), by a nationally recognized overnight delivery service for next day delivery or by facsimile transmission, as follows (or to such other address and/or with such other copy or copies) as any party may give in a notice given in accordance with the provisions hereof):

To Grande Holdings, the Grande Holdings Investor or Grande Operating, in each case prior to the Closing:

Grande Communications Holdings, Inc.

400 Xxxxxxx Xxxxxx

Xxx Xxxxxx, Xxxxx 00000

Attention: President and CEO

Facsimile: (000) 000-0000

With a copy (which shall not constitute notice) to:

Xxxxxxx Xxxxxx L.L.P.

100 Xxxxxxxx Xxxxxx, Xxxxx 0000

Xxxxxx, Xxxxx 00000

Attention: Xxx Xxxxxxxx

Facsimile: (000) 000-0000

To Grande Holdings or the Grande Holdings Investor, after the Closing:

Grande Communications Holdings, Inc.

c/o Xxxxxxx Xxxxxx L.L.P.

100 Xxxxxxxx Xxxxxx, Xxxxx 0000

Xxxxxx, Xxxxx 00000

Attention: Xxx Xxxxxxxx

Facsimile: (000) 000-0000

With a copy (which shall not constitute notice) to:

Xxxxxxx Xxxxxx L.L.P.

100 Xxxxxxxx Xxxxxx, Xxxxx 0000

Xxxxxx, Xxxxx 00000

Attention: Xxx Xxxxxxxx

Facsimile: (000) 000-0000

To Grande Operating (after the Closing), any ABRY Party or ABRY LLC:

c/o ABRY Partners, LLC

110 Xxxxxxxxxx Xxxxxx

00xx Xxxxx

Xxxxxx, XX 00000

Attention: Xxx Xxxxxxxx

Facsimile: (000) 000-0000

With a copy (which shall not constitute notice) to:

Xxxxxxxx & Xxxxx LLP

150 X. 00xx Xxxxxx

Xxxxx 0000

Xxx Xxxx, XX 00000

Attention: Xxxx Xxxxx

Facsimile: (000) 000-0000

All notices, requests or other communications will be effective and deemed given only as follows: (i) if given by personal delivery, upon such personal delivery, (ii) if sent by certified or registered mail, on the third business day after being deposited in the United States mail, (iii) if sent for next day delivery by overnight delivery service, on the date of delivery as confirmed by written confirmation of delivery, (iv) if sent by facsimile, upon the transmitter’s confirmation of receipt of such facsimile transmission, except that if such confirmation is received after 5:00 p.m. (in the recipient’s time zone) on a business day, or is received on a day that is not a business day, then such notice, request or communication will not be deemed effective or given until the next succeeding business day or (v) if transmitted by electronic mail, if delivery thereof is confirmed to have occurred on a business day prior to 5:00 p.m. in the time zone of the receiving party, otherwise it shall be deemed delivered and received on the next business day. Notices, requests and other communications sent in any other manner, including by electronic mail, will not be effective.

10.2 Entire Agreement. This Agreement, including the Exhibits and Schedules hereto, the Confidentiality Agreement dated March 12, 2008 between ABRY Partners, LLC and Grande Holdings (the “Confidentiality Agreement”) (by which the ABRY Parties hereby acknowledge they are bound), the Note Purchase Agreement and the certificates, documents, instruments and writings that are delivered pursuant hereto, constitute the entire agreement and understanding of the parties in respect of the subject matter hereof and supersede all prior understandings, agreements or representations by or among the parties, written or oral, to the extent they relate in any way to the subject matter hereof, including the Exclusivity Agreement, dated July 25, 2008, the Exclusivity Extension dated August 22, 2008 and the Letter of Intent dated June 9, 2009 each between ABRY Partners, LLC and Grande Holdings, which are hereby terminated.

10.3 Assignment; Binding Effect; Third Party Beneficiaries. No party may assign either this Agreement or any of its rights, interests or obligations hereunder without the prior written approval of the other parties; provided, that without the written consent of the other parties, (a) the Parent Parties may make any such assignment (i) to any Affiliate of the Parent Parties, or (ii) for collateral purposes, to any lender(s) to the Parent Parties or any of their respective Affiliates or to any agent(s) for any such lender(s), or (iii) after the Closing, to any Person who acquires any Parent Party or all or substantially all of the assets of any Cable System or other business unit of Grande Operating; and (b) Grande Holdings or the Grande Holdings Investor may make any such assignment after the Closing, to any wholly-owned Subsidiary of Grande Holdings or to any Person who acquires its Class A Common Units initially issued to the Grande Holdings Investor (or any successor or transferee thereof) in accordance with the Ancillary Agreements, so long as such assignee of the Grande Holdings Investor expressly assumes the Grande Holdings Investor’s obligations under this Agreement; provided that, during the period of eighteen (18) months from the Closing Date, none of the rights, interests or obligations of Grande Holdings or the Grande Holdings Investor pursuant to any of Sections 7.23 through 7.25 shall be assigned without the prior written consent of the Partnership. All of the terms, agreements, covenants, representations, warranties and conditions of this Agreement are binding upon, and inure to the benefit of and are enforceable by, the parties and their respective successors and permitted assigns. Except as provided in Section 7.3 there are no third party beneficiaries having rights under or with respect to this Agreement (including by reason of or under Section 7.17).

10.4 Severability. The provisions of this Agreement will be deemed severable and the invalidity or unenforceability of any provision will not affect the validity or enforceability of the other provisions hereof; provided, that if any provision of this Agreement, as applied to any party or to any circumstance, is judicially determined not to be enforceable in accordance with its terms, the parties agree that the court judicially making such determination may modify the provision in a manner consistent with its objectives such that it is enforceable, and/or to delete specific words or phrases, and in its modified form, such provision will then be enforceable and will be enforced.

10.5 Specific Performance. Each party agrees that this Agreement is intended to be legally binding and specifically enforceable pursuant to its terms and that the other parties would be irreparably harmed if any of the provisions of the Agreement are not performed in accordance with their specific terms, and that monetary damages would not provide adequate remedy in such event. Accordingly, in addition to any other remedy to which a non-breaching party may be entitled at Law or in equity, any non-breaching party shall be entitled to injunctive relief without the posting of any bond to prevent breaches of this Agreement and to specifically enforce the terms and provisions hereof. Notwithstanding the foregoing, nothing in this Agreement shall be construed (i) to confer upon Grande Holdings, the Grande Holdings Investor, Grande Operating any Securityholder, any Affiliate thereof, or any other Person, the right to specific performance of any ABRY Party’s obligations (if any) to consummate the Transactions and effectuate the Closing if Section 9.2(c)(i) applies, except as expressly provided in Section 9.2(c)(ii), or (ii) to confer upon any ABRY Party, any holder of Equity Securities in any Parent Party, any Affiliate thereof, or any other Person, the right to specific performance of Grande Holdings’, the Grande Holdings Investor’s or Grande Operating’s obligations (if any) to consummate the Transactions and effectuate the Closing if ABRY or Grande Holdings terminates this Agreement pursuant to Section 9.1(g).

10.6 No Code Section 338 Election. Neither the ABRY Parties, Grande Holdings, nor any of their Affiliates shall make any election under Code Section 338 with respect to the Transactions.

10.7 Counterparts; Effectiveness. This Agreement may be executed in one or more counterparts, each of which will be deemed an original but all of which together will constitute one and the same instrument. This Agreement will become effective when one or more counterparts have been signed by each of the parties and delivered to the other parties, which delivery may be made by exchange of copies of the signature page by .pdf or other facsimile transmission.

10.8 Governing Law. This Agreement shall be construed, interpreted, and governed in accordance with the laws of the State of Delaware without reference to rules relating to conflicts of law that would cause the laws or any other jurisdiction to be applied.

10.9 Attorneys’ Fees. Subject to limitations set forth in Section 9.2(c) with respect to liquidated damages, if any Action at Law or equity, including an Action for declaratory relief, is brought to enforce or interpret any provision of this Agreement, the prevailing party or parties shall be entitled to recover reasonable attorneys’ fees and expenses from the non-prevailing party or parties, which fees and expenses shall be in addition to any other relief which may be awarded.

10.10 Disclosure Schedules. The disclosures made on any disclosure schedule, including the Grande Disclosure Schedule, with respect to any representation or warranty shall be deemed to be made with respect to any other representation or warranty requiring the same or similar disclosure to the extent that the relevance of such disclosure to other representations and warranties is reasonably evident from the face of the disclosure schedule. The inclusion of any matter on any disclosure schedule will not be deemed an admission by any party that such listed matter is material or that such listed matter has or would have a Grande Material Adverse Effect or a Parent Material Adverse Effect, as applicable; provided, that each Contract identified in Section 4.20(a) or 4.27 of the Grande Disclosure Schedule shall be deemed to be a “Grande Material Contract” in any event.

10.11 Amendments and Supplements. At any time before or after approval of the matters presented in connection with the Transactions by the respective stockholders of Grande Holdings and prior to the Closing Date, this Agreement may be amended or supplemented in writing by Grande Holdings with respect to any of the terms contained in this Agreement, except as otherwise provided by any Law; provided, however, that once the Grande Holdings Stockholders’ Approval has been obtained and prior to the Closing, there shall be no amendment or change to the provisions hereof unless permitted by the DGCL without further approval by the stockholders of Grande Holdings.

10.12 Construction. Any reference to any Law will be deemed also to refer to such Law as amended and all rules and regulations promulgated thereunder, unless the context requires otherwise. Any reference to any Contract refers to such Contract as amended or modified and in effect from time to time in accordance with the terms thereof. The Article and Section headings contained in this Agreement are inserted for convenience only and will not affect in any way the meaning or interpretation of this Agreement. The words “include,” “includes,” and “including” will be deemed to be followed by “without limitation.” Pronouns in masculine, feminine, and neuter genders will be construed to include any other gender, and words in the singular form will be construed to include the plural and vice versa, unless the context otherwise requires. The words “this Agreement,” “herein,” “hereof,” “hereby,” “hereunder,” and words of similar import refer to this Agreement as a whole and not to any particular subdivision unless expressly so limited. Time is of the essence in the performance of this Agreement. The word “or” is used in the inclusive sense of “and/or.” With respect to the determination of any period of time, “from” means “from and including” and “to” means “to but excluding.” The term “made available” with respect to any item or deliverable that is made available by Grande Holdings or Grande Operating means any of the following: (a) a “pdf” or other electronic copy or physical delivery of such item or deliverable to Xxxxxxxx & Xxxxx LLP, Atlantic Broadband, or any ABRY Party or (b) a posting of such item or deliverable in the “Project Rio” online data room hosted by Xxxxxxx Corp., in each case with respect to deliverables to be made prior to the date hereof on or before the second business day prior to the date hereof, and with respect to any deliverable to be made after the date hereof, on or before the second business day prior to the Closing. Where this Agreement requires a party to act in a reasonable or not unreasonable manner, the reasonableness of any action or refusal to act by such party will be judged from the standpoint of such party, taking into account all facts and circumstances that are relevant to it. Unless otherwise specified herein, all accounting terms used herein shall be interpreted and all accounting determinations hereunder shall be made in accordance with GAAP. This Agreement was negotiated by the parties with the benefit of legal representation, and any rule of construction or interpretation otherwise requiring this Agreement to be construed or interpreted against any party shall not apply to any construction or interpretation hereof. Except to the extent this Agreement expressly provides otherwise, the provisions of this Agreement shall survive the Closing.

10.13 Extensions, Waivers, Etc. Any party may, for itself only, (a) extend the time for the performance of any of the obligations of any other party under this Agreement, (b) waive any inaccuracies in the representations and warranties of any other party contained herein or in any document delivered pursuant hereto and (c) waive compliance with any of the agreements or conditions for the benefit of such party contained herein. Any such extension or waiver will be valid only if set forth in a writing signed by the party to be bound thereby. No waiver by any party of any default, misrepresentation or breach of warranty or covenant hereunder, whether intentional or not, may be deemed to extend to any prior or subsequent default, misrepresentation or breach of warranty or covenant hereunder or affect in any way any rights arising because of any prior or subsequent such occurrence. Neither the failure nor any delay on the part of any party to exercise any right or remedy under this Agreement shall operate as a waiver thereof, nor shall any single or partial exercise of any right or remedy preclude any other or further exercise of the same or of any other right or remedy.

10.14 Jurisdiction and Service of Process. EACH PARTY HEREBY CONSENTS AND AGREES THAT THE STATE COURTS LOCATED IN THE STATE OF DELAWARE WILL HAVE EXCLUSIVE JURISDICTION TO HEAR AND DETERMINE ANY CLAIMS OR DISPUTES BETWEEN THE PARTIES PERTAINING TO THIS AGREEMENT OR ANY ANCILLARY AGREEMENT OR TO ANY MATTER ARISING OUT OF OR RELATING TO THIS AGREEMENT OR ANY ANCILLARY AGREEMENT. EACH PARTY EXPRESSLY SUBMITS AND CONSENTS IN ADVANCE TO SUCH JURISDICTION IN ANY ACTION OR SUIT COMMENCED IN ANY SUCH COURT, AND EACH PARTY HEREBY WAIVES ANY OBJECTION THAT SUCH PARTY MAY HAVE BASED UPON LACK OF PERSONAL JURISDICTION, IMPROPER VENUE OR FORUM NON CONVENIENS AND HEREBY CONSENTS TO THE GRANTING OF SUCH LEGAL OR EQUITABLE RELIEF AS IS DEEMED APPROPRIATE BY SUCH COURT. EACH PARTY HEREBY WAIVES PERSONAL SERVICE OF THE SUMMONS, COMPLAINT AND OTHER PROCESS ISSUED IN ANY SUCH ACTION OR SUIT AND AGREES THAT SERVICE OF SUCH SUMMONS, COMPLAINTS AND OTHER PROCESS MAY BE MADE IN THE MANNER PROVIDED FOR SUCH PARTY IN SECTION 10.1 AND THAT SERVICE SO MADE WILL BE DEEMED COMPLETED AS PROVIDED IN SECTION 10.1.

10.15 Waiver of Jury Trial. EACH PARTY HEREBY WAIVES TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAWS, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN RESPECT TO ANY ACTION DIRECTLY OR INDIRECTLY ARISING OUT OF, UNDER OR IN CONNECTION WITH THIS AGREEMENT OR ANY ANCILLARY AGREEMENT OR ANY TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY. EACH PARTY (A) CERTIFIES THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF ANY ACTION, SEEK TO ENFORCE THE FOREGOING WAVIER AND (B) ACKNOWLEDGES THAT IT AND THE OTHER PARTY HAVE BEEN AND WILL BE INDUCED TO ENTER INTO THIS AGREEMENT AND THE ANCILLARY AGREEMENTS, BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION 10.15.

10.16 Grande Holdings Investor’s Obligations. At any time when the Grande Holdings Investor is a Subsidiary of other otherwise controlled by Grande Holdings, Grande Holdings shall cause the Grande Holdings Investor to perform its obligations under this Agreement and the Ancillary Agreements to which the Grande Holdings Investor is party.

[SIGNATURE PAGE FOLLOWS]

IN WITNESS WHEREOF, the parties hereto have duly executed this Agreement as of the day and year first above written.

	ABRY PARTNERS VI, L.P.

	By:	ABRY VI Capital Partners, L.P.,
		Its General Partner

	By:	ABRY VI Capital Investors, LLC,
		Its General Partner



	By:	/s/ Xxxxx Xxxxxx
	Name:	Xxxxx Xxxxxx
	Title:	Managing Partner


	GRANDE INVESTMENT L.P.

	By:	Grande Manager, LLC,
		Its General Partner


	By:	/s/ Xxxxxxx Xxxxxxx
	Name:	Xxxxxxx Xxxxxxx
	Title:	Chief Financial Officer


	GRANDE PARENT LLC

	By:	Grande Investment L.P.,
		Its Sole Member

	By:	Grande Manager, LLC,
		Its General Partner


	By:	/s/ Xxxxxxx Xxxxxxx
	Name:	Xxxxxxx Xxxxxxx
	Title:	Chief Financial Officer

	GRANDE COMMUNICATIONS HOLDINGS, INC.


	By:	/s/ Xxx X. Xxxxxxxxx
	Name:	Xxx X. Xxxxxxxxx
	Title:	Chairman-CEO


	GRANDE COMMUNICATIONS NETWORKS, INC.


	By:	/s/ Xxx X. Xxxxxxxxx

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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