Exhibit 10.6
EXECUTION
COPY
FIRST AMENDMENT TO
LEASE
THIS FIRST AMENDMENT TO LEASE
(this “ Amendment
”) is made as of this 14 th day of
September, 2009, by and between GRC-II (TX) LIMITED
PARTNERSHIP a Delaware limited partnership, as landlord
(“ Landlord ”), and GRANDE COMMUNICATIONS
NETWORKS, LLC , a Delaware limited liability company
(successor-by-conversion to Grande Communications Networks, Inc.),
as tenant (“ Tenant ”).
W
I T N
E S S E T H
:
WHEREAS , Landlord and Tenant entered into that certain
Lease Agreement dated June 24, 2004 (the “ Lease
”), with respect to certain premises located in San Marcos,
Texas;
WHEREAS , Tenant has requested Landlord modify certain
provisions of 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 (“Grande LP”), and GRANDE PARENT LLC, a
Delaware limited liability company, execute and deliver to Landlord
a Guaranty and Suretyship Agreement (the “ New
Guaranty ”), Rio GP, LLC is added as a new additional
guarantor under the existing Guaranty and Suretyship Agreement
given by Grande Communications Holdings, Inc., and the Lease is
amended to provide that New Guaranty is cross-defaulted with the
Lease;
WHEREAS , Tenant and Landlord desire to amend the Lease
under the terms, covenants and conditions more particularly set
forth herein.
NOW, THEREFORE , in consideration of the terms, covenants and
conditions set forth herein, it is hereby agreed:
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The definitions
of “Guarantor”, “Guaranty”,
“Parent” and “Tenant Group” set forth in
Paragraph 2 of the Lease are hereby deleted in their entirety and
the following shall be inserted in lieu thereof:
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“Guarantors” shall mean Rio, Rio GP,
Grande Investment L.P. and Grande Parent LLC.
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“Guaranty” shall mean (i) the
Guaranty and Suretyship Agreement of even date herewith from Rio,
Rio GP, Grande Communications ClearSource, Inc. (now merged into
Tenant) and Grande Communications, Inc. (now merged into Tenant) to
Landlord and (ii) the Guaranty and Suretyship Agreement dated as of
September 14, 2009 from Grande Investment L.P. and Grande Parent
LLC to Landlord.”
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“Rio” shall mean Grande
Communications Holdings, Inc. including Rio Holdings, Inc.
following Grande Communication, Inc.’s contemplated
reincorporation in Nevada and contemplate
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