AMENDMENT NO. 2 TO PURCHASE AND LICENSE AGREEMENT BETWEEN GRANDE COMMUNICATIONS NETWORKS, INC. AND NORTEL NETWORKS INC.
Exhibit
10.1
AMENDMENT
NO. 2
TO
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 to amend the Agreement as follows:
1. The
capitalized terms in this Amendment shall have the same meaning as the defined
terms in the Agreement.
2. The
parties hereby agree and acknowledge that the Agreement is reinstated as of
the
Amendment
No. 2 Effective Date. The parties further agree that all purchases made between
December 31, 2008 and the date of execution of this Amendment shall be deemed to
have been purchased pursuant to the terms and conditions of the
Agreement. Customer hereby ratifies and affirms all the terms and
conditions in the Agreement and agrees to be bound by all such terms and
conditions.
3. The
Term described in the preamble to the Agreement shall be amended to read as
follows:
“…, and continuing until December 31,
2009 (“Term”).”
4. All
other terms and conditions of the Agreement shall remain in full force and
effect, except as modified above, with respect to purchases made after the
Amendment No. 2 Effective Date.
5. The
terms of this Amendment No. 2 shall supercede all oral or prior written
statements concerning the subject matter of this Amendment.
IN
WITNESS WHEREOF, the parties hereto have caused this Amendment No. 2 to be
executed by their duly authorized representatives.
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GRANDE
COMMUNICATIONS NETWORKS, INC.
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NORTEL
NETWORKS INC.
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By:
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By:
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Title:
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VP Network Operations and
Engineering
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Title:
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VP, US Regions
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Date:
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4/2/2009
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Date:
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4/3/2009
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