ex10_1.htm


    
      

    

    Exhibit
      10.1

    
       

      SUPPLEMENTAL
        INDENTURE NO. 1

      


      SUPPLEMENTAL
        INDENTURE NO. 1 (this “Supplemental
        Indenture”), dated as of July 18, 2007, by and among Grande
        Communications Holdings, Inc., a Delaware corporation (the
“Company”), Grande Communications Networks, Inc., a
        Delaware corporation and wholly-owned subsidiary of the Company (the
“Guarantor”), and U.S. Bank National Association, as
        trustee (the “Trustee”).

       

      WHEREAS,
        the Company and the Guarantor have heretofore executed and delivered to the
        Trustee an indenture, dated as of March 23, 2004 (the
“Indenture”), providing for the issuance of 14% Senior
        Secured Notes due 2011 (the “Notes”), pursuant to
        which the Company issued Notes in the aggregate principal amount of $136,000,000
        in 2004;

       

      WHEREAS, on
        March 24, 2006, the Company issued Additional Notes in the aggregate principal
        amount of $32,000,000 (the “2006 Additional Notes”),
        as permitted by Sections 2.01(d), 2.02 and 4.09(a) of the
        Indenture;

       

      WHEREAS,
        the Company desires to issue Additional Notes in the aggregate principal
        amount
        of $25,000,000 (the “2007 Additional Notes”) under the
        terms of the Indenture;

       

      WHEREAS,
        the issuance of the 2007 Additional Notes is not permitted under
        Section 4.09 of the Indenture;

       

      WHEREAS,
        Section 9.02 of the Indenture provides that, with the written consent of
        the
        Holders of at least a majority in aggregate principal amount of the then
        outstanding Notes (the “Requisite Consents”),
        compliance with any provision of the Indenture may be waived and the Indenture
        may be amended or supplemented, subject to certain exceptions as set forth
        therein;

       

      WHEREAS,
        the Company has obtained the Requisite Consents to amend the Indenture as
        set
        forth herein to permit the issuance of the 2007 Additional Notes (the
“Amendments”);

       

      WHEREAS,
        the Company has made a request of the Trustee accompanied by a resolution
        of its
        Board of Directors authorizing the execution of this Supplemental Indenture
        and
        evidence that the Requisite Consents to the Amendments have been obtained
        and,
        concurrent with the execution hereof, the Company has delivered to the Trustee
        an Officers’ Certificate and has caused its counsel to deliver to the Trustee an
        Opinion of Counsel;

       

      WHEREAS,
        the Company and the Guarantor desire and have requested the Trustee to enter
        into this Supplemental Indenture to evidence the Amendments and the issuance
        of
        the 2007 Additional Notes; and

       

      WHEREAS,
        pursuant to Article 9 of the Indenture, the Trustee is authorized to execute
        and
        deliver this Supplemental Indenture.

       

      NOW
        THEREFORE, in consideration of the foregoing and for other good and
        valuable consideration, the receipt of which is hereby acknowledged, the
        Company
        and the Trustee mutually covenant and agree for the equal and ratable benefit
        of
        the Holders of the Notes as follows:

       

      
        
          
          

        

        
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      1.           Effectiveness
        and Effect.  This Supplemental Indenture shall take effect at
        the time of the execution hereof, and the Amendments provided for below shall
        have no force or effect prior to such time.  Subject to the foregoing,
        the provisions set forth in this Supplemental Indenture shall be deemed to
        be,
        and shall be construed as part of, the Indenture.  All references to
        the Indenture in the Indenture or in any other agreement, document or instrument
        delivered in connection therewith or pursuant thereto shall be deemed to
        refer
        to the Indenture as amended by this Supplemental Indenture.  Except as
        amended hereby, the Indenture shall remain in full force and
        effect.

       

      2.           Additional
        Notes.  The definition of the term “Additional
        Notes” set forth in Section 1.01 of the Indenture is hereby
        supplemented by adding the following sentence to the end of such
        definition:

      
         

        “On
          May
          24, 2006, the Company issued $32,000,000 of Additional Notes and on July
          18,
          2007, the Company issued $25,000,000 of Additional Notes.”

         
3.           Section
        4.09.  Section 4.09(b) of the Indenture is hereby amended by
        (i) adding the words “or clause (13) of this Section 4.09(b)” to the end of
        clause (3); (ii) deleting the word “and” at the end of clause (11);
        (iii) deleting the period at the end of clause (12) and inserting “; and”
in its place, and (iv) adding the following language as a new clause
        (13):

      
         

        “(13)
          the
          incurrence by the Company and the Guarantors of Indebtedness in respect
          of the
          issuance of Additional Notes in the aggregate principal amount of $25,000,000
          in
          July 2007.”

         
4.           Capitalized
        Terms.  Capitalized terms used herein without definition
        shall have the meanings assigned to them in the Indenture.

       

      5.           Ratification
        of Indenture.  Except as amended and supplemented by this
        Supplemental Indenture, the Indenture is ratified in all respects and the
        terms
        and provisions of the Indenture remain in full force and effect.

       

      6.           Severability.  In
        the event that any provisions of this Supplemental Indenture shall be invalid,
        illegal or unenforceable, the validity, legality and enforceability of the
        remaining provisions shall not in any way be affected or impaired
        thereby.

       

      7.           Trust
        Indenture Act.  If any provisions hereof limit, qualify or
        conflict with any provisions of the TIA required under the TIA to be a part
        of
        and govern this Supplemental Indenture, the provisions of the TIA shall
        control.  If any provision hereof modifies or excludes any provision
        of the TIA that pursuant to the TIA may be so modified or excluded, the
        provisions of the TIA as modified or excluded hereby shall apply.

       

      8.           New
        York Law to Govern.  THE INTERNAL LAW OF THE STATE OF NEW
        YORK SHALL GOVERN AND BE USED TO CONSTRUE THIS SUPPLEMENTAL INDENTURE BUT
        WITHOUT GIVING EFFECT TO APPLICABLE PRINCIPLES OF CONFLICTS OF LAW TO THE
        EXTENT
        THAT THE APPLICATION OF THE LAWS OF ANOTHER JURISDICTION WOULD BE REQUIRED
        THEREBY.

       

      
        
          
          

        

        
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      9.            Successors.  This
        Supplemental Indenture shall inure to the benefit of and be binding upon
        the
        parties hereto and each of their respective successors and permitted
        assigns.

       

      10.           Counterparts.  The
        parties may sign any number of copies of this Supplemental
        Indenture.  Each signed copy shall be an original, but all of them
        together represent the same agreement.

       

      11.           Effect
        of Headings.  The Section headings herein are for convenience
        only and shall not affect the construction hereof.

       

      12.           The
        Trustee.  The Trustee shall not be responsible in any manner
        whatsoever for or in respect of the validity or sufficiency of this Supplemental
        Indenture or for or in respect of the recitals contained herein, all of which
        recitals are made solely by the Company.

       

      [Signature
        Page Follow]

       

      
        
          
          

        

        
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      IN
        WITNESS WHEREOF,
        the parties hereto have caused this Supplemental Indenture to be duly executed
        and attested, all as of the date first above written.

       

      Dated:  July
        18, 2007

       

      
        	  	 	 	 
	  	GRANDE
                COMMUNICATIONS HOLDINGS, INC.	 
	  	 	 	 
	  	 	 	 
	 	By:	
                /s/
                  Roy H. Chestnutt

              	 
	  	 	
                Name:
                  Roy H. Chestnutt

              	 
	  	 	
                Title:
                  President and Chief Executive Officer

              	 
	  	 	 	 
	  	 	 	 
	  	GRANDE
                COMMUNICATIONS NETWORKS, INC.	 
	  	 	 	 
	  	 	 	 
	 	By:	
                /s/
                  Roy H. Chestnutt 

              	 
	  	 	
                Name:
                  Roy H. Chestnutt

              	 
	  	 	
                Title:
                  President and Chief Executive Officer

              	 
	  	 	 	 
	  	 	 	 
	  	U.S.
                BANK NATIONAL ASSOCIATION, as Trustee	 
	  	 	 	 
	  	 	 	 
	 	By:	
                /s/
                  Raymond S. Haverstock

              	 
	  	 	
                Authorized
                  Signatory

              	 


      

       

       

      
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