AMENDED AND RESTATED LIMITED PARTNERSHIP AGREEMENT

AMENDED AND RESTATED LIMITED PARTNERSHIP AGREEMENT (this “ Agreement ”) dated as of September 14, 2009 of Grande Investment, L.P., a Delaware limited partnership (the “ Partnership ”), by and among the Partnership and the Persons from time to time parties to this Agreement and listed as Partners on Schedule B attached hereto.  Capitalized terms used herein and not otherwise defined herein shall have the meanings assigned to such terms in Section 1.1 hereof.

WHEREAS, on the date hereof, the Partnership will issue (i) Series A Preferred Units pursuant to the terms of the Investors Securities Purchase Agreement, (ii) Class A Common Units pursuant to the terms of the Investors Securities Purchase Agreement and the Recapitalization Agreement, and (iii) Class B Common Units pursuant to the terms of various Incentive Unit Purchase Agreements;

WHEREAS, the Persons acquiring Units on the date hereof as described in clauses (i) through (iii) in the immediately preceding recital shall be admitted as Partners of the Partnership; and

WHEREAS, in order to effect the provisions of the Recapitalization Agreement, the Investor Securities Purchase Agreement, the Incentive Unit Purchase Agreements, the Contribution Agreement and all other Related Agreements, the parties hereto amend and restate in its entirety the Limited Partnership Agreement of Grande Investment, L.P. dated as of July 20, 2009, by and between Grande Manager and ABRY VI (the “ Existing Agreement ”) and have determined that it is necessary and desirable to amend and restate in its entirety the Existing Agreement to reflect the necessary amendments to the Existing Agreement and to add additional parties as Partners thereunder;

NOW, THEREFORE, in consideration of the mutual covenants and agreements herein made and other good and valuable consideration, the parties hereto hereby amend and restate the Existing Agreement in its entirety as follows:

1.1            Definitions .   The following terms used in this Agreement shall have the following meanings (unless otherwise expressly provided in this Agreement):

“ ABRY VI ” means ABRY Partners VI, L.P., a Delaware limited partnership.

“ Adjustment Amount ” means an amount equal to (i) the aggregate amount which is or becomes payable in respect of any pre-Closing period by Grande Operating for any Liability as a result of the USAC Audit or the resolution thereof, including (a) all additional monetary Liabilities imposed under the Communications Act or the FCC’s rules, including amounts relating to USF contributions, telecommunications relay services, North American Numbering Plan Administration, Local Number Portability Administration and FCC Interstate Telecommunications Service Provider regulatory fees, that Grande Operating is required to pay as a result of conforming its FCC Form 499-A and Form 499-Q revenue reports, and any other revenue reports filed with the FCC utilizing information derived from the Forms 499-A or 499-Q to remediate any “final audit finding” resulting from the USAC Audit, irrespective of whether the remediation was for the period of the USAC Audit or some other period through the Closing Date in which Grande Operating had employed similar revenue reporting practices to those that were the subject of the USAC Audit,   (b) any late fees, penalties, interest and forfeitures related thereto, (c) any Liability of the Partnership or any of its Subsidiaries in connection with Texas Public Utility Commission Substantive Rule Section 26.223 for the time period beginning August 1, 2007 and ending on the Closing Date, and (d) any reasonable documented out-of-pocket fees and expenses of legal counsel, accountants and consultants incurred in connection the USAC Audit and any related appeal (other than any such fees and expenses paid by Grande Holdings as provided in Section 7.9 ), reduced (but not below zero), minus (ii) the amount accrued as a Liability in respect of the USAC Audit and taken into account in determining the Closing Non-Cash Working Capital Amount minus (iii) the amount of such Liabilities, if any, reimbursed to Grande Operating by the applicable customers or any remaining amounts refunded to Grande Operating by a fund administrator or governmental entity.  A “final audit finding” is one that has been approved by the Universal Service Administrative Company Board of Directors, or its designee, and is no longer subject to further review by the FCC or a court.  Capitalized terms used in this definition and not otherwise described in this Agreement shall have the meanings set forth in the Recapitalization Agreement.

“ Adjusted Capital Account Deficit ” means, with respect to any Capital Account as of the end of any Fiscal Year or other period, the amount (if any) by which the balance in such Capital Account is less than zero.  For this purpose, such Person's Capital Account balance will be (a) reduced for any items described in Treasury Regulation Section 1.704-1(b)(2)(ii)( d )( 4 ), ( 5 ), and ( 6 ), and (b) increased for any amount such Person is obligated to contribute to the Partnership or is treated as being so obligated pursuant to Treasury Regulation Section 1.704-1(b)(2)(ii)( c ) (relating to partner liabilities to a partnership) or 1.704-2(g)(1) and 1.704-2(i) (relating to minimum gain).

“ Adjusted Taxable Income ” of a Unitholder for a Fiscal Year (or portion thereof) with respect to Units held by such Unitholder means the federal taxable income allocated by the Partnership to the Unitholder with respect to such Units (as adjusted by any final determination in connection with any tax audit or other proceeding) for such Fiscal Year (or portion thereof); provided that such taxable income (or alternative minimum taxable income, as the case may be) shall be computed (i) as if all excess taxable losses and excess taxable credits allocated with respect to such Units were carried forward (taking into account the character of any such loss carryforward as capital or ordinary), and (ii) taking into account any special basis adjustment with respect to such Unitholder resulting from an election by the Partnership under Code Section 754.

“ Affiliate ” means with respect to any Person, any other Person controlling, controlled by, or under common control with such first Person. For the purpose of this definition, “control,” when used with reference to any specified Person, means the power to direct the management and policies of such specified Person, directly or indirectly, whether through the ownership of voting securities or partnership or other ownership interests, by contract or otherwise; and the terms “controlling” and “controlled” have meanings correlative to the foregoing.

“ Agreement ” has the meaning set forth in the preamble hereof.

“ Bankruptcy ” means, with respect to a Partner, (i) that such Partner has (A) made an assignment for the benefit of creditors; (B) filed a voluntary petition in bankruptcy; (C) been adjudged bankrupt or insolvent, or had entered against such Partner an order of relief in any bankruptcy or insolvency proceeding; (D) filed a petition or an answer seeking for such Partner any reorganization, arrangement, composition, readjustment, liquidation, dissolution or similar relief under any statute, law or regulation or filed an answer or other pleading admitting or failing to contest the material allegations of a petition filed against such Partner in any proceeding of such nature; or (E) sought, consented to, or acquiesced in the appointment of a trustee, receiver or liquidation of such Partner or of all or any substantial part of such Partner's properties; (ii) 120 days have elapsed after the commencement of any proceeding against such Partner seeking reorganization, arrangement, composition, readjustment, liquidation, dissolution or similar relief under any statute, law or regulation and such proceeding has not been dismissed; or (iii) 90 days have elapsed since the appointment without such Partner's consent or acquiescence of a trustee, receiver or liquidator of such Partner or of all or any substantial part of such Partner's properties and such appointment has not been vacated or stayed or the appointment is not vacated within 90 days after the expiration of such stay.

“ Book Value ” means, with respect to any Partnership asset, the adjusted basis of such asset for federal income tax purposes, except as follows:

1.             The initial Book Value of any Partnership asset contributed by a Unitholder to the Partnership shall be the gross Fair Market Value of such Partnership asset as of the date of such contribution;

2.             The Book Value of each Partnership asset shall be adjusted to equal its gross Fair Market Value, as of the following times: (i) the acquisition of an additional interest in the Partnership by any new or existing Unitholder in exchange for more than a de minimis Capital Contribution; (ii) the distribution by the Partnership to a Unitholder of more than a de minimis amount of Partnership assets (other than cash) as consideration for all or part of its Units unless the General Partners determine that such adjustment is not necessary to reflect the relative economic interests of the Unitholders in the Partnership; and  (iii) the liquidation of the Partnership within the meaning of Treasury Regulations Section 1.704-1(b)(2)(ii)(g);

3.             The Book Value of a Partnership asset distributed to any Unitholder shall be the Fair Market Value of such Partnership asset as of the date of distribution thereof;

4.             The Book Value of each Partnership asset shall be increased or decreased, as the case may be, to reflect any adjustments to the adjusted basis of such Partnership asset pursuant to Section 734(b) or Section 743(b) of the Code, but only to the extent that such adjustments are taken into account in determining Capital Account balances pursuant to Treasury Regulations Section Sec. 1.704-1(b)(2)(iv)(m); provided that Book Values shall not be adjusted pursuant to this subparagraph (d) to the extent that an adjustment pursuant to subparagraph (b) above is made in conjunction with a transaction that would otherwise result in an adjustment pursuant to this subparagraph (d); and

5.           If the Book Value of a Partnership asset has been determined or adjusted pursuant to subparagraphs (a), (b) or (d) above, such Book Value shall thereafter be adjusted to reflect the Depreciation taken into account with respect to such Partnership asset for purposes of computing Profits and Losses.

“ Business Day ” means a day that is not a Saturday, a Sunday or a statutory or civic holiday in the State of New York or the Commonwealth of Massachusetts.

“ Capital Account ” means the capital account maintained for a Partner pursuant to Section 6.2 hereof.

“ Capital Contribution ” means any contribution to the capital of the Partnership in cash or property by a Partner, whenever made.

“ Catch-Up Amount ” at any time means the largest aggregate amount of Distributions (on a per-Unit basis) which has theretofore been paid in respect of any single Common Unit.

“ Certificate ” has the meaning set forth in Section 2.1 hereof.

“ Class A Common Unit ” means a Unit having the rights and obligations specified with respect to “Class A Common Units” in this Agreement.

“ Class B Common Unit ” means a Class B-1 Common Unit, a Class B-2 Common Unit, a Class B-3 Common Unit, or any other Unit of any Series of Class B Common Units established in any Class B Common Unit Designation.

“ Class B Common Unit Designation ” means a written designation of the rights and obligations specified for a Series of Class B Common Units (or for more than one Series of Class B Common Units), other than Class B-1 Common Units, Class B-2 Common Units or Class B-3 Common Units, that is approved by the General Partners and executed (including by means of a joinder) by the initial holder or holders of Class B Common Units of such Series, which written designation (as in effect from time to time) will be a part of this Agreement as if it were fully set forth in this document.

“ Class B-1 Common Unit ” means a Unit having the rights and obligations specified with respect to “Class B-1 Common Units” in this Agreement.

“ Class B-2 Common Unit ” means a Unit having the rights and obligations specified with respect to “Class B-2 Common Units” in this Agreement.

“ Class B-3 Common Unit ” means a Unit having the rights and obligations specified with respect to “Class B-3 Common Units” in this Agreement.

“ Code ” means the Internal Revenue Code of 1986, as amended from time to time.

“ Combined Group ” has the meaning set forth in Section 9.5(a).

“Combined Report Year” has the meaning set forth in Section 9.5(a).

“ Common Capital Value ” means, for any Class A Common Unit, the sum of the amount of cash paid or the Fair Market Value of other property contributed to the Partnership for such Class A Common Unit, provided that (subject to any such adjustment) the Common Capital Value for each Class A Common Unit issued to the Grande Holdings Investor pursuant to the Recapitalization Agreement will be $1.00, in each case, as equitably adjusted for any Unit split or other combination or subdivision of Units.

“ Common-Equivalent Units ” has the meaning set forth in Section 7.2(e) hereof.

“ Common Units ” means, collectively, the Class A Common Units, the Class B Common Units and any New Units of any Class that are stated to be Common Units in the applicable New Unit Designation.

“Comptroller ” has the meaning set forth in Section 9.5(d) .

“ Contribution Agreement ” means the contribution, assignment and assumption agreement, dated as of the date hereof, by and between Grande Holdings and Grande Operating.

“ Convertible Security ” means any membership interest or other debt or equity security of the Partnership or any of its Subsidiaries that, directly or indirectly, is convertible into or exchangeable for any membership interest of the Partnership.

“ Core Business ” means the business of providing cable television, telephone, broadband internet and other related services for residential and commercial customers.

“ Credit Agreement ” means the Credit Agreement dated as of the date hereof by and among Grande Operating, Grande Parent LLC, the lenders listed therein, Société Générale, SG Americas Securities, LLC, Suntrust Robinson Humphrey, Inc., Cobank, ACB, Union Bank, N.A., and U.S. Bank National Association, as in effect from time to time.

“ Depreciation ” means, for each Fiscal Year, an amount equal to the depreciation, amortization, or other cost recovery deduction allowable with respect to an asset for such Fiscal Year, except that if the Book Value of an asset differs from its adjusted basis for federal income tax purposes at the beginning of such Fiscal Year, Depreciation shall be an amount which bears the same ratio to such beginning Book Value as the federal income tax depreciation, amortization, or other cost recovery deduction for such Fiscal Year bears to such beginning adjusted tax basis; provided that if the adjusted basis for federal income tax purposes of an asset at the beginning of such Fiscal Year is zero and the Book Value of the asset is positive, Depreciation shall be determined with reference to such beginning Book Value using any permitted method selected by the General Partners.

“ Distribution ” means each distribution made by the Partnership to a Partner, whether in cash, securities of the Partnership or other property and whether by liquidating distribution, redemption, repurchase or otherwise; provided that none of the following will be a Distribution: (a) any redemption or repurchase by the Partnership of any Unit from any employee or former employee of the Partnership or any Subsidiary of the Partnership which is approved by the General Partners, (b) any recapitalization or exchange of securities of the Partnership that does not violate terms of the Related Agreements, and (c) any subdivision (by Unit split or otherwise) or any combination (by reverse Unit split or otherwise) of any outstanding Units that does not violate terms of the Related Agreements.

“ Equity Securities ” of a Person means, as applicable, (i) any capital stock, membership interests or other share capital of such Person, (ii) any securities of such Person directly or indirectly convertible into or exchangeable for any capital stock, membership interests or other share capital of such Person or containing any profit participation features with respect to such Person, (iii) any rights or options directly or indirectly to subscribe for or to purchase any capital stock, membership interests, other share capital of such Person or securities containing any profit participation features with respect to such Person or directly or indirectly to subscribe for or to purchase any securities directly or indirectly convertible into or exchangeable for any capital stock, membership interests, other share capital of such Person or securities containing any profit participation features with respect to such Person, (iv) any share or Unit appreciation rights, phantom share or Unit rights or other similar rights relating to such Person, or (v) any Equity Securities of such Person issued or issuable with respect to the securities referred to in clauses (i) through (iv) above in connection with a combination of Units, recapitalization, merger, consolidation or other reorganization.

“ Estimated Tax Amount ” of a Unitholder for a Fiscal Year means the Unitholder's Tax Amount for such Fiscal Year as estimated in good faith from time to time by the General Partners.  In making such estimate, the General Partners shall take into account amounts shown on Internal Revenue Service Form 1065 filed by the Partnership and similar state or local forms filed by the Partnership for the preceding taxable year and such other adjustments as in the reasonable business judgment of the General Partners are necessary or appropriate to reflect the estimated operations of the Partnership for the Fiscal Year.

“ Excess Cash ” shall have the meaning set forth in Section 7.8 .

“ Existing Agreement ” shall have the meaning set forth in the recitals hereto.

“ Fair Market Value ” of any asset as of any date means the purchase price that a willing buyer having all relevant knowledge would pay a willing seller for such asset in an arm's-length transaction, as determined by the General Partners in their good faith judgment.  The “ Fair Market Value ” of any Unit at any time is the aggregate amount that the holder of such Unit would receive by reason of such Unit if the assets of the Partnership were sold, as a going concern, for their Fair Market Value in cash and the proceeds of such sale (after repayment of all indebtedness of the Partnership and a deduction for expenses that would reasonably be expected to be incurred by a seller in such a sale) were distributed to the holders of Units in accordance with Section 7.2 (as determined by the General Partners in good faith).

“ FCC ” means the Federal Communications Commission.

“ Financing Rate ” has the meaning set forth in Section 7.8(e) .

“ Fiscal Year ” means the Partnership's Taxable Year.

“ GCL ” means the General Corporate Law of the State of Delaware, as the same may be amended from time to time.

“ General Partner ” means Grande Manager or the Grande Holdings Investor, together “ General Partners ”.

“ Grande Holdings ” means Grande Communications Holdings, Inc., a Delaware corporation, and any successor-in-interest thereto, including Rio Holdings, Inc., a Nevada corporation and surviving corporation of a merger with Grande Communications Holdings, Inc. on or after the date hereof.

“ Grande Holdings Director ” has the meaning set forth in the Partners Agreement.

“ Grande Holdings Investor ” has the meaning set forth in the Recapitalization Agreement and shall initially be Rio GP, but shall include any other Person who then holds Units initially issued to Rio GP.

“ Grande Manager ” has the meaning set forth in the preamble hereof.

“ Grande Operating ” means Grande Communications Networks, LLC, a Delaware limited liability company.

“ Incentive Unit Purchase Agreement ” means each of the Incentive Unit Purchase Agreements by and between the Partnership and certain Persons to whom Class B Common Units may be issued from time to time either on the date hereof or in the future, as in effect from time to time.

“ Indemnified Person ” has the meaning set forth in Section 3.5(b) hereof.

“ Indemnifying Unitholder ” has the meaning set forth in Section 7.5 hereof.

“ Investors Securities Purchase Agreement ” means the Investors Securities Purchase Agreement, dated as of the date hereof, by and among the Partnership, ABRY VI and the other Persons acquiring Series A Preferred Units and Class A Common Units thereunder, as in effect from time to time.

“ Liability ” has the meaning set forth in Section 10.3(b) .

“ Limited Partner ” means any Person now or hereafter admitted as a limited partner in accordance with the terms of this Agreement.  The Limited Partners as of the date hereof are listed on Schedule B attached hereto.

“ Liquidator ” has the meaning set forth in Section 10.2(a) hereof.

“ Losses ” has the meaning set forth in Section 6.2(b) hereof.

“ Net Loss ” means the excess, if any, of the Partnership's items of Loss over the Partnership's items of Profit for the Fiscal Year or for any other accounting period for which a calculation of Net Loss is necessary.

“ Net Profit ” means the excess, if any, of the Partnership's items of Profit over the Partnership's items of Loss for the Fiscal Year or for any other accounting period for which a calculation of Net Profit is necessary.

“ New Unit Designation ” means a written designation of the rights and obligations specified for a Class of Units or a Series of any Class of Units (or for more than one Class or Series of any Class of such Units), other than Class A Common Units or Class B Common Units, that is approved by the General Partners and executed (including by means of a joinder) by the initial holder or holders of Units of such Class or Series, which written designation (as in effect from time to time) will be a part of this Agreement as if it were fully set forth in this document.

“ New Units ” means any Partnership Interests authorized in any New Unit Designation.

“ Non-Core Assets ” means all of the assets of the Partnership, whether held directly or in one or more Subsidiaries of the Partnership (including any Subsidiaries formed after the date hereof), used exclusively in the broadband transport and network wholesale services businesses of the Partnership (and, for the avoidance of doubt, not used in the Core Business).

“ Non-Core Assets Excess Cash Flow ” means, at any time, the excess of (a) (i) EBITDA (as defined within the Credit Agreement) of the Non-Core Companies, taken together, during the period beginning on the Separation Date and ending on the last day of the most-recently ended calendar quarter minus (ii) the sum, without duplication, of (A) voluntary and scheduled repayments or prepayments of any indebtedness of any Non-Core Companies (including payments under capitalized leases) during such period, (B) capital expenditures made by the Non-Core Companies during such period, (C) interest expense of the Non-Core Companies during such period, (D) taxes incurred by the Non-Core Companies during such period, (E) Distributions made or to be made pursuant to Section 7.4 , to the extent arising as a result of taxable income generated by the Non-Core Companies during such period, (F) expenses of the Non-Core Companies during such period to the extent not  deducted (or to the extent added to net income) in determining the amount of EBITDA described in clause (a)(i) above, to the extent paid or payable in cash, and (G) $250,000, over (b) the aggregate amount of distributions of the type described in clause (i) of Section 7.7(a) made prior to such time.

" Non-Core Compan y" means a Subsidiary of the Company that owns any of the Non-Core Assets and that is neither Grande Operating nor a Subsidiary of Grande Operating, but only for so long as such entity is a Subsidiary of the Company.

“ Non-Distribution Amount ” means (i) $1.00, for each Class B-1 Common Unit, (ii) $2.00, for each Class B-2 Common Unit, (iii) $3.00, for each Class B-3 Common Unit or (iv) the “Non-Distribution Amount” specified in the related Class B Common Designation for each Class B Common Unit of any other Series, in the case of clause (i) through (iv), as equitably adjusted for any Unit split or other combination or subdivision of Units.

“ Officer(s) ” has the meaning set forth in Section 3.3 hereof.

“ Partners ” means collectively, the General Partners and the Limited Partners (as listed on Schedule B attached hereto), and any additional or successor partners of the Partnership admitted to the Partnership pursuant to a joinder substantially in the form of Exhibit A attached hereto.

“ Partners Agreement ” means the Partners Agreement, dated as of the date hereof, by and among the Partnership and the Partners named therein, as in effect from time to time.

“ Partners Schedule ” has the meaning set forth in Section 5.1 hereof.

“ Partnership ” has the meaning set forth in the preamble hereof.

“ Partnership Interest ” means the interest acquired by a Partner in the Partnership, including such Partner's right (based on the type and class and/or series of Unit or Units held by such Partner), as applicable, (a) to a distributive share of Profits, Losses, and other items of income, gain, loss, deduction and credits of the Partnership, (b) to a distributive share of the assets of the Partnership, (c) to vote on, consent to or otherwise participate in any decision of the Partners, and (d) to any and all other benefits to which such Partner may be entitled as provided in this Agreement or RULPA.

“ Partnership Minimum Gain ” has the meaning set forth for “partnership minimum gain” in Treasury Regulation Section 1.704-2(d).

“ Paying Member ” has the meaning set forth in Section 9.5(b) .

“ Person ” means any individual, corporation, partnership, limited liability company, trust, joint venture, governmental entity or other unincorporated entity, association or group.

“ Profits ” has the meaning set forth in Section 6.2(b) hereof.

“ Public Sale ” means a sale of Equity Securities to the public (i) pursuant to an offering registered under the Securities Act or (ii) after the consummation of the initial public offering of Equity Securities, through a broker, dealer or market maker in compliance with Rule 144 under the Securities Act  or any similar rule then in force.

“ Quarterly Estimated Tax Amount ” of a Unitholder for any calendar quarter of a Fiscal Year means the excess, if any of (i) the product of (A) ¼ in the case of the first calendar quarter of the Fiscal Year, ½ in the case of the second calendar quarter of the Fiscal Year, ¾ in the case of the third calendar quarter of the Fiscal Year, and one (1) in the case of the fourth calendar quarter of the Fiscal Year and (B) the Unitholder's Estimated Tax Amount for such Fiscal Year over (ii) the aggregate amount of all Distributions theretofore made in respect of the Units held by such Unitholder; provided that, for purposes of determining the Quarterly Estimated Tax Amount for the Grande Holdings Investor for any period, the Estimated Tax Amount for the Grande Holdings Investor will be determined without including, as Adjusted Taxable Income with respect to its Units, any built-in gain (determined as of the date of this Agreement) specially allocated, under requirements of Section 704(c) of the Code, to such Unitholder in respect of asset sales or any gain recognized on or prior to the date of this Agreement (other than for alternative minimum tax purposes) on the transfer of property by the Grande Holdings Investor to the Partnership in exchange for Units.  For the avoidance of doubt, the Adjusted Taxable Income of the Grande Holdings Investor will be determined by including any gain allocated to such Person that is in excess of the built-in gain, if any, referred to in the immediately preceding sentence.

“ Regulatory Allocations ” has the meaning set forth in Section 8.2(d) hereof.

“ Reimbursement Yield ” has the meaning set forth in Section 7.8(d) .

“ Related Agreements ” means, collectively, the Investors Securities Purchase Agreement, the Incentive Unit Purchase Agreements, the Registration Rights Agreement, the Partners Agreement and the Contribution Agreement.

“ Restricted Securities ” means (a) all Units issued by the Partnership and (b) any securities issued with respect to, or in exchange for, the Units referred to in clause (a) above in connection with a conversion, combination of units or shares, recapitalization, merger, consolidation or other reorganization, including in connection with the consummation of any reorganization plan.  As to any particular Restricted Securities, such securities shall cease to be Restricted Securities when they have been Transferred pursuant to a Public Sale.

“ Rio GP ” means Rio GP, LLC, a Nevada limited liability company and wholly-owned subsidiary of Grande Holdings.

“ RULPA ” means the Delaware Revised Uniform Limited Partnership Act, as the same may be amended from time to time.

“ Sale of the Partnership ” means a sale of substantially all of the Partnership's consolidated assets or a sale of the Partnership Interests (including by means of a merger).

“ Securities Act ” means the Securities Act of 1933, as amended.

" Separation Date " means the date on which the Non-Core Assets are transferred to one or more Non-Core Companies.

“ Separate Return Tax ” has the meaning set forth in Section 9.5(b) .

A “ Series ” of Class B Common Units means the Class B-1 Common Units, the Class B-2 Common Units, the Class B-3 Common Units or any other Class B Common Units that have the rights and preferences specified for a particular Series of Class B Common Units in a Class B Common Unit Designation. A “ Series ” of any of Class of New Units will be each Series, if any, described in the applicable New Units Designation.

“ Series A Preferred Capital Value ” means, for any Series A Preferred Unit, $1.00, as equitably adjusted for any Unit split or other combination or subdivision of Units.

“ Series A Preferred Unit ” means a Unit having the rights and obligations specified with respect to “Series A Preferred Units” in this Agreement.

“ Subsidiary ” means, with respect to any Person, any corporation, limited liability company, partnership, association or other business entity of which (i) if a corporation or a limited liability company with voting securities, a majority of the total voting power of shares of stock (or units) entitled (without regard to the occurrence of any contingency) to vote in the election of directors, managers or trustees thereof is at the time owned or controlled, directly or indirectly, by such Person or one or more of the other Subsidiaries of such Person or a combination thereof, or (ii) if a limited liability company without voting securities, partnership, association or other business entity, a majority of the partnership or other similar ownership interest thereof is at the time owned or controlled, directly or indirectly, by any Person or one or more Subsidiaries of such Person or a combination thereof.  For purposes of this Agreement, a Person or Persons shall be deemed to have a majority ownership interest in a limited liability company, partnership, association or other business entity if such Person or Persons shall be allocated a majority of limited liability company, partnership, association or other business entity gains or losses or shall be or control any managing director, managing member, or general partner of such limited liability company, partnership, association or other business entity.

“ Tax Advance ” means any distribution pursuant to Section 7.4(a) hereof.

“ Tax Amount ” of a Unitholder for a Fiscal Year means the product of (A) the Unitholder's Tax Rate for such Fiscal Year and (B) the Adjusted Taxable Income of the Unitholder for such Fiscal Year with respect to its Units.  Notwithstanding anything to the contrary herein, if the Grande Holdings Investor or any other Unitholder is subject to alternative minimum tax or state tax liability for any Fiscal Year as a result of allocations of income from the Partnership, the Tax Amount for such Fiscal Year shall not be less than the sum of such Person’s alternative minimum tax liability and state tax liability for such year resulting from such allocations.  The immediately preceding sentence applies irrespective of whether such tax liability is incurred during or after such Fiscal Year.

“ Tax Matters Partner ” has the meaning set forth in Code Section 6231 and Section 9.5 hereof.

“ Tax Rate ” of a Unitholder for any period means the highest marginal tax rates for an individual resident in New York City applicable to ordinary income, qualified dividend income, or capital gains, as appropriate, taking into account the deductibility of state and local income taxes as applicable at the time for United States federal income tax purposes and any limitations thereon including pursuant to Section 68 of the Code.

“ Taxable Year ” means the Partnership's taxable year ending on or about December 31 (or part thereof in the case of the Partnership's first and last taxable year), or such other year as is (i) required by Section 706 of the Code or (ii) determined by the General Partners (if no year is so required by Section 706 of the Code).

“ Transfer ” means any direct or indirect sale, transfer, conveyance, assignment, pledge, hypothecation, gift, delivery or other disposition.

“ Treasury Regulations ” means the final or temporary regulations that have been issued by the U.S. Department of Treasury pursuant to its authority under the Code, and any successor regulations.

“ Unit ” means a unit representing a fractional part of the Partnership Interests of all of the Unitholders and shall include all types and classes and/or series of Units; provided that any type, class or series of Units shall have the designations, preferences and/or special rights set forth in this Agreement, and the Partnership Interests represented by such type, class or series of Units shall be determined in accordance with such designations, preferences and/or special rights.

“ Unitholder ” means any holder of Units whether or not such holder has been admitted as a Partner in accordance with the terms of this Agreement, but only with respect to, and to the extent such holder holds, Units.

“ Unitholder Minimum Gain ” with respect to each Unitholder Nonrecourse Debt, means the amount of Partnership Minimum Gain (as determined according to Treasury Regulation Section 1.704-2(d)(1)) that would result if such Unitholder Nonrecourse Debt were treated as a nonrecourse liability, determined in accordance with Treasury Regulation Section 1.704-2(i)(3).

“ Unitholder Nonrecourse Debt ” means “Unitholder Nonrecourse Debt” as defined in Treasury Regulation Section 1.704-2(b)(4), substituting the term “Partnership” for the term “partnership” and the term “Unitholder” for the term “partner” as the context requires.

“ Unitholder Nonrecourse Deduction ” means “Unitholder Nonrecourse Deduction” as defined in Treasury Regulation Section 1.704-2(i), substituting the term “Unitholder” for the term “partner” as the context requires.

“ Unpaid Yield ” on (i) any Class A Common Unit means, as of any date, an amount equal to the excess, if any, of (A) the aggregate Yield accrued on such Class A Common Unit prior to such date, over (B) the aggregate amount of prior Distributions made by the Partnership on such Class A Common Unit pursuant to Section 7.2(d) and (ii) on any Series A Preferred Unit, as of any date, an amount equal to the excess, if any, of (A) the aggregate Yield accrued on such Series A Preferred Unit prior to such date, over (B) the aggregate amount of prior Distributions made by the Partnership on such Series A Preferred Unit pursuant to Section 7.2(b) .

“ Unreimbursed Amount ” has the meaning set forth in Section 7.8(c) .

“ Unreturned Capital Value ” means, for (i) any Class A Common Unit, the amount of the Common Capital Value for such Class A Common Unit, reduced by all Distributions made by the Partnership on such Class A Common Unit pursuant to Section 7.2(c) and (ii) any Series A Preferred Unit, the amount of the Series A Preferred Capital Value for such Series A Preferred Unit, reduced by all Distributions made by the Partnership on such Series A Preferred Unit pursuant to Section 7.2(a) hereof.

“ Unvested Class B Common Unit ” means any Class B Common Unit that is not a Vested Class B Common Unit.

“ USAC Audit ” means that certain audit by the Universal Service Administrative Company, Internal Auditing Division, which administers the Universal Service Fund (“ USF ”) on behalf of the FCC (as defined in the Recapitalization Agreement), relating to contributions to the USF program by Grande Operating and its predecessors-in-interest (as described in Section 4.12(c) of the Grande Disclosure Schedule attached to the Recapitalization Agreement) and related revenue reports.

“ Vested Class B Common Unit ” means any Class B Common Unit that has vested pursuant to the terms and conditions of the Incentive Unit Purchase Agreement or other document pursuant to which such Class B Common Units were acquired by the initial holder thereof or any other document governing the vesting of such Class B Common Units.

“ Voting Percentage ” shall have the meaning set forth in Section 3.1(b) .

“ Yield ” on (i) any Class A Common Unit means the amount accruing on a daily basis in respect of such Unit (commencing with respect to such Unit on the date the Partnership receives cash or other consideration in an amount equal to the purchase price of such Unit) at a rate of 15%   per annum on (A) the Unreturned Capital Value for such Unit plus (B) the Unpaid Yield on such Unit for all prior quarterly periods (or portions thereof) ending on any March 31, June 30, September 30 or December 31, and (ii) on any Series A Preferred Unit, means the amount accruing on a daily basis in respect of such Series A Preferred Unit (commencing with respect to such Series A Preferred Unit on the date the Partnership receives cash in an amount equal to the purchase price of such Series A Preferred Unit) (A) for the period   beginning on the date hereof and ending on the date that is 18 months from the date hereof, at a rate of 9.0% per annum on (x) the Unreturned Capital Value for such Series A Preferred Unit plus (y) the Unpaid Yield on such Series A Preferred Unit for all prior quarterly periods ending on any March 31, June 30, September 30 or December 31 and (B) for the period beginning on the date that is the first day following the date that is 18 months from the date hereof, at a rate of 15.0% per annum on (x) the Unreturned Capital Value for such Series A Preferred Unit plus  (y) the Unpaid Yield on such Series A preferred Unit for all prior quarterly periods ending on any March 31, June 30, September 30 or December 31.  In calculating the amount of any Distribution to be made pursuant to Section 7.2 during any calendar year, the portion of the Yield on any Class A Common Unit, or Series A Preferred Unit for such portion of the quarterly period elapsing before such Distribution is made will be taken into account and paid first.

1.2Other Definitional Provisions .   Capitalized terms used in this Agreement which are not defined in this Article I have the meanings contained elsewhere in this Agreement.  Defined terms used in this Agreement in the singular shall include the plural and vice versa .  Whenever the words “include,” “includes” or “including” are used in this Agreement, they are deemed to be followed by the words “without limitation.”  Where the context so indicates, the masculine shall include the feminine, the neuter shall include the masculine and feminine.

2.1            Formation

(a)   The Partnership was formed upon the filing of the certificate of formation of the Partnership (as amended, supplemented or restated from time to time, the “ Certificate ”) with the Secretary of State of the State of Delaware on July 20, 2009, pursuant to RULPA.  This Agreement shall constitute the “limited partnership agreement” (as that term is used in RULPA) of the Partnership.  The rights, powers, duties, obligations and liabilities of the Unitholders shall be determined pursuant to RULPA and this Agreement.  To the extent that the rights, powers, duties, obligations and liabilities of any Unitholder are different by reason of any provision of this Agreement than they would be in the absence of such provision, this Agreement shall, to the extent permitted by RULPA, control.

(b)   Any officer of the Partnership, is hereby authorized, at any time that the General Partners have approved an amendment to the Certificate in accordance with the terms hereof, to promptly execute, deliver and file such amendment in accordance with RULPA.

(c)   The Partnership shall, to the extent permissible, elect to be treated as a partnership for federal, foreign, state and local income tax purposes, and each Unitholder and the Partnership shall file all tax returns and shall otherwise take all tax and financial reporting positions in a manner consistent with such treatment, and no Unitholder shall take any action inconsistent with such treatment.

2.2            Name .   The name of the Partnership is “Grande Investment L.P.” or such other name or names as the General Partners may from time to time designate; provided that the name shall always contain the words “Limited Partnership” or the abbreviation “LP” or “L.P.”

2.3            Principal Place of Business .   The principal place of business of the Partnership shall be at such place as the General Partners may determine from time to time.  The Partnership may locate its place or places of business (including its principal place of business) and registered office at any other place or places as the General Partners may from time to time deem necessary or advisable.

2.4            Registered Office and Registered Agent .   The Partnership's registered office shall be at Corporation Service Company, 2711 Centerville Road, Suite 400, Wilmington, New Castle County, Delaware  19808, and the name of its initial registered agent at such address shall be Corporation Service Company.

2.5            Term .   The term of existence of the Partnership shall be perpetual from the date the Certificate was filed with the Secretary of State of Delaware, unless the Partnership is dissolved in accordance with the provisions of this Agreement and RULPA.

2.6            Purposes and Powers .   The purposes and character of the business of the Partnership shall be to transact any or all lawful business for which limited partnerships may be organized under RULPA.  The Partnership shall have any and all powers which are necessary or desirable to carry out the purposes and business of the Partnership, including the ability to incur and guaranty indebtedness, to the extent the same may be legally exercised by limited liability companies under RULPA.  The Partnership shall carry out the foregoing activities pursuant to the arrangements set forth in this Agreement.  Notwithstanding anything herein to the contrary, nothing set forth herein shall be construed as authorizing the Partnership to possess any purpose or power, or to do any act or thing, forbidden by law to a limited partnership organized under the laws of the State of Delaware.

3.1            General Partners

(a)            General Partners .  All rights and powers to manage and control the business and affairs of the Partnership shall be vested exclusively in the General Partners, which shall have full authority to exercise in their discretion, on behalf of and in the name of the Partnership, all rights and powers of the general partners of a limited partnership formed under RULPA.  The General Partners shall have the power to delegate all or any part of their rights and powers to manage and control the business and affairs of the Partnership to such officers, employees, Affiliates, agents and representatives of the General Partners or the Partnership as the General Partners may from time to time deem appropriate.

(b)            Powers .  The power to direct the management, operation and policies of the Partnership shall be vested exclusively in the General Partners, which shall have the power and shall be authorized and empowered on behalf and in the name of the Partnership to carry out any and all of the objects and purposes of the Partnership and to perform all acts and enter into and perform all contracts and other undertakings the General Partners in their sole discretion deem necessary or advisable or incidental thereto, all in accordance with and subject to the other terms of this Agreement.  In order for the General Partners to take any action (including pursuant to the Partners Agreement or the Registration Rights Agreement), the General Partner(s) holding a majority of the Voting Percentage must approve or take such action, and no formal vote, and no action or approval by any other General Partner, is required.  For the avoidance of doubt, no action purported to be taken or approved solely by a General Partner having less than a majority of the Voting Percentage shall be effective or valid, and no such General Partner shall have the right or authority to take (or shall hold itself out as having the right or authority to take) any such action as a general partner of the Partnership or otherwise on the Partnership’s behalf.  Grande Manager’s “Voting Percentage” will be 75.3% and Grande Holdings Investor’s “Voting Percentage” will be 24.7%.

3.2            [RESERVED]

3.3            Officers

(a)            Appointment of Officers .  The General Partners may appoint individuals as officers (“ Officers ”) of the Partnership, which may include (i) a chief executive officer, (ii) a president, (iii) a chief financial officer, (iv) a secretary, and (v) such other Officers (such as a treasurer or any number of vice presidents) as the General Partners deem advisable.  No Officer need be a Partner.  An individual can be appointed to more than one office.  Each Officer of the Partnership shall be a “manager” of the Partnership, but, notwithstanding the foregoing, no Officer of the Partnership shall have any rights or powers beyond the rights and powers granted to such Officer in this Agreement or by the General Partners.  The Officers of the Partnership as of the date hereof are listed on the attached Schedule A .

(b)            Duties of Officers Generally .  Under the direction of and, at all times, subject to the authority of the General Partners, the Officers shall manage and control the day-to-day business, operations and affairs of the Partnership in the ordinary course of its business, make decisions affecting the day-to-day business, operations and affairs of the Partnership in the ordinary course of its business and take all such actions as they deem necessary or appropriate to accomplish the foregoing, in each case, unless the General Partners shall have previously restricted (specifically or generally) such powers.  In addition, the Officers shall have such other powers and duties as may be prescribed by the General Partners or this Agreement.  The chief executive officer and the president shall have the power and authority to delegate to any agents or employees of the Partnership rights and powers of Officers of the Partnership to manage and control the day-to-day business, operations and affairs of the Partnership in the ordinary course of its business, as the chief executive officer or the president may deem appropriate from time to time, in each case, unless the General Partners shall have previously restricted (specifically or generally) such powers.  Officers of the Partnership shall have the duties of officers applicable to officers of corporations organized under GCL.

(c)            Authority of Officers .  Subject to Section 3.3(b) above, with respect to all matters within the ordinary course of business of the Partnership, any Officer of the Partnership shall have the right, power and authority to transact business in the name of the Partnership or to act for or on behalf of or to bind the Partnership.  With respect to such matters, third parties dealing with the Partnership may rely conclusively upon any certificate of any Officer to the effect that such Officer is acting on behalf of the Partnership.

(d)            Removal, Resignation and Filling of Vacancy of Officers .  Subject to the terms of any applicable employment agreement to which the Partnership or its Subsidiary is a party, the General Partners may remove any Officer, for any reason or for no reason, at any time.  Any Officer may resign at any time by giving written notice to the Partnership, and such resignation shall take effect at the date of the receipt of that notice or any later time specified in that notice; provided that, unless otherwise specified in that notice, the acceptance of the resignation shall not be necessary to make it effective.  Any such resignation shall be without prejudice to the rights, if any, of the Partnership or such Officer under this Agreement.  A vacancy in any office because of death, resignation, removal or otherwise shall be filled in the manner prescribed in this Agreement for regular appointments to that office.

(e)            Compensation of Officers .  The Officers shall be entitled to receive compensation from the Partnership as determined by the General Partners, provided, however, that Officer who is also employed by ABB will not receive additional compensation from the Partnership so long as the ABB Advisory Agreement is in effect.

(f)            Chief Executive Officer .  Under the direction of and, at all times, subject to the authority of the General Partners and this Agreement, the chief executive officer shall have general supervision over the day-to-day business, operations and affairs of the Partnership and shall perform such duties and exercise such powers as are incident to the office of chief executive officer of a corporation organized under GCL.  The chief executive officer shall have such other powers and perform such other duties as may from time to time be prescribed by the General Partners.

(g)            President .  Under the direction of and, at all times, subject to the authority of the General Partners and this Agreement, the president shall perform such duties and exercise such powers as are incident to the office of president of a corporation organized under GCL.  In the absence of the chief executive officer, the president shall perform the duties of the chief executive officer.  The president shall have such other powers and perform such other duties as may from time to time be prescribed by the General Partners.

(h)            Chief Financial Officer .  The chief financial officer shall keep and maintain, or cause to be kept and maintained, adequate and correct books and records of accounts of the properties and business transactions of the Partnership, including accounts of its assets, liabilities, receipts, disbursements, gains, losses, capital and Units, and, in general, shall perform all the duties incident to the office of the chief financial officer of a corporation organized under GCL.  The chief financial officer shall have the custody of the funds and securities of the Partnership, and shall keep full and accurate accounts of receipts and disbursements in books belonging to the Partnership.  The chief financial officer shall have such other powers and perform such other duties as may from time to time be prescribed by the General Partners, the chief executive officer and/or the President.

(i)            Secretary .  The secretary shall (i) keep the minutes of the meetings of the Partners and the General Partners in one or more books provided for that purpose; (ii) see that all notices are duly given in accordance with the provisions of this Agreement and as required by law; (iii) be custodian of the company records; (iv) keep a register of the addresses of each Partner which shall be furnished to the Secretary by such Partners; (v) have general charge of the Partners Schedule; and (vi) in general perform all duties incident to the office of the secretary of a corporation organized under GCL.  The secretary shall have such other powers and perform such other duties as may from time to time be prescribed by the General Partners, the chief executive officer and/or the president.

3.4            Performance of Duties; Liability of Officers .   In performing his or her duties, each of the Officers shall be entitled to rely in good faith on the provisions of this Agreement and on information, opinions, reports, or statements (including financial statements and information, opinions, reports or statements as to the value or amount of the assets, liabilities, Profits or Losses of the Partnership or any facts pertinent to the existence and amount of assets from which distributions to Partners might properly be paid), of the following other Persons or groups: (a) one or more Officers or employees of the Partnership or its Subsidiaries; (b) any attorney, independent accountant, or other Person employed or engaged by the Partnership or its Subsidiaries; or (c) any other Person who has been selected with reasonable care by or on behalf of the Partnership or its Subsidiaries, in each case as to matters which such relying Person reasonably believes to be within such other Person's professional or expert competence.  No individual who is an Officer shall be personally liable under any judgment of a court, or in any other manner, for any debt, obligation, or liability of the Partnership, whether that liability or obligation arises in contract, tort, or otherwise, solely by reason of being an Officer.

3.5            Indemnification

(a)            Exculpation .  The General Partners and their Affiliates, and the direct or indirect members, managers, partners, shareholders, officers, directors, employees, agents and legal representatives of the General Partners and any such Affiliates, and the Officers of the Partnership (in each case, an “ Indemnified Person ”), shall not be liable to any Partner or the Partnership for any act or failure to act on behalf of the Partnership or any Subsidiary of the Partnership, except to the extent provided otherwise in a management services agreement or otherwise or to the extent such act or failure to act constitutes gross negligence, recklessness, willful misconduct or bad faith on the part of the Indemnified Person, a knowing violation of law by the Indemnified Person or a material breach by the Indemnified Person of its obligations under this Agreement.   The General Partners may exercise any of the powers granted to them hereunder and perform any of the duties imposed upon them hereunder either directly or by or through agents and shall not be responsible for any misconduct or negligence on the part of any such agent selected with reasonable care.  The General Partners may rely, and shall be protected in acting or refraining from acting, and shall be deemed to have acted in good faith and without gross negligence or willful misconduct, upon any consent, approval or any other action taken by the Limited Partners, and upon any resolution, certificate, statement, instrument, opinion, report, notice, request, consent, order, bond, debenture, or other paper or document believed by it in good faith to be genuine and to have been signed or presented by the proper party or