Exhibit 10.8
EXECUTION
COPY
FIRST AMENDMENT TO GUARANTY
AND SURETYSHIP AGREEMENT
THIS FIRST AMENDMENT TO GUARANTY
(this “ Amendment
”) is made as of this 14th day of September, 2009, by and
between GRC-II (TX) LIMITED PARTNERSHIP , a Delaware limited
partnership, as landlord (“ Landlord ”), and
GRANDE COMMUNICATIONS HOLDINGS, INC. , a Delaware
corporation, as guarantor (“ Holding ”) and
RIO GP, LLC , a Nevada limited liability company (“
Rio GP ”) together with Holding, “
Guarantor ”).
W
I T N
E S S E T H
:
WHEREAS , Landlord and Grande Communications Networks,
LLC, a Delaware limited liability company and
successor-by-conversion to Grande Communications Networks, Inc.
(“ Tenant ”), entered into that certain Lease
Agreement dated June 24, 2004 (the “ Lease ”),
with respect to certain premises located in San Marcos,
Texas;
WHEREAS , Holding, Grande Communications Clearsource,
Inc. and Grande Communications, Inc. entered into a Guaranty and
Suretyship Agreement (the “ Guaranty ”) in favor
of Landlord dated as of June 24, 2004 with respect to the
Lease;
WHEREAS , Grande Communications Clearsource, Inc. and
Grande Communications, Inc. subsequently merged into
Tenant;
WHEREAS , Guarantor and Tenant have requested that
Landlord modify certain provisions of Exhibit “A” to
the Guaranty (Financial Covenants) and corresponding provisions to
Exhibit “G” to the Lease (Financial Covenants) in order
to permit a change of control of the Tenant Group and certain other
related transactions;
WHEREAS , Landlord is willing to made such modifications
provided that GRANDE INVESTMENT L.P., a Delaware limited
partnership and GRANDE PARENT LLC, a Delaware limited liability
company, execute and deliver to Landlord an additional Guaranty and
Suretyship Agreement with respect to the Lease (the “ New
Guaranty ”), that the New Guaranty is cross-defaulted
with the Lease and Rio GP is added as a guarantor under the
Guaranty;
WHEREAS , Tenant and Landlord desire to amend the
Guaranty under such terms, covenants and conditions as more
particularly set forth herein.
NOW, THEREFORE , in consideration of the terms, covenants and
conditions set forth herein, it is hereby agreed:
1.
Additional Guarantor . Rio GP is
hereby added a guarantor under the Guaranty jointly and severally
with Holding, with the same liabilities and obligations as Holding
as if Rio GP had executed the original Guaranty.
2.
Additional Default . Section
3.01(i) of the Guaranty is hereby deleted and the following is
inserted in lieu thereof:
