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Exhibit 10.13
SECOND AMENDMENT TO EMPLOYMENT
AGREEMENT
This Second Amendment to Employment Agreement
(this “ Amendment ”) is entered into as of
September 14, 2009 by and between Grande Communications Networks
LLC, a Delaware limited liability company and successor-in-interest
to Grande Communications Networks, Inc. (the “ Company
”), and Michael Wilfley (the “ Executive
”).
WHEREAS, Grande Communications Networks, Inc. and the
Executive entered into an Employment Agreement as of June 28, 2006,
as amended by the Amendment to Employment Agreement dated as of
February 5, 2008 (the “ Agreement ”);
and
WHEREAS, the Company and the Executive wish to amend the
Agreement in connection with the consummation of the transactions
contemplated by the certain Recapitalization Agreement dated as of
August 27, 2009 by and among ABRY Partners VI, L.P., Grande
Communications Networks, Inc., Grande Communications Holdings,
Inc., ABRY Partners, LLC, Grande Investment L.P., and Grande Parent
LLC. (the “ Closing ”).
NOW ,
THEREFORE , the parties agree as follows:
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Effective upon
the Closing, the Agreement is amended by deleting
Section 9(b)(5) of the Agreement in its entirety, and
replacing it with the following:
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