AMENDMENT NO. 2 TO PURCHASE AND LICENSE AGREEMENT BETWEEN GRANDE COMMUNICATIONS NETWORKS, INC. AND NORTEL NETWORKS INC

Exhibit 10.1

AMENDMENT NO. 2

TO

PURCHASE AND LICENSE AGREEMENT

BETWEEN

GRANDE COMMUNICATIONS NETWORKS, INC.

AND

NORTEL NETWORKS INC.

This Amendment No. 2 to the Purchase and License Agreement is made effective as of December 31, 2008 (the “Amendment No. 2 Effective Date”) by and between Nortel Networks Inc. (“Nortel”) and Grande Communications Networks, Inc. (“Customer”).

WHEREAS, Customer and Nortel entered into a Purchase and License Agreement dated January 24, 2005, for the sale, licensing, and purchase of Nortel’s Products and Services (“Agreement”) and amended the Agreement on January 24, 2008; and

WHEREAS, Customer and Nortel now wish to, among other things, amend the Agreement to provide for reinstatement and extension of the Term.

NOW, THEREFORE, in consideration of the mutual covenants herein contained, Customer and Nortel hereby agree