Trust Indenture Indenture Act Section Section --------------- ---------RCN Corp /De/ • November 26th, 1997 • Telephone communications (no radiotelephone) • New York
dated as ofCredit Agreement • August 17th, 1999 • RCN Corp /De/ • Telephone communications (no radiotelephone) • New York
as Issuer andIndenture • December 27th, 2004 • RCN Corp /De/ • Telephone communications (no radiotelephone) • New York
Exhibit 99.9 PLEDGE AGREEMENT PLEDGE AGREEMENT (as amended, modified, restated and/or supplemented from time to time, this "Agreement"), dated as of December 21, 2004, among each of the undersigned pledgors (each, a "Pledgor" and, together with any...Pledge Agreement • December 27th, 2004 • RCN Corp /De/ • Telephone communications (no radiotelephone) • New York
EXHIBIT 10.9 MANAGEMENT AGREEMENT -------------------- THIS MANAGEMENT AGREEMENT (this "Agreement") is made as of this 17th day of June, 1997 by and among RCN Operating Services, Inc., a New Jersey corporation ("RCN Operating"), BecoCom, Inc., a...Management Agreement • August 22nd, 1997 • RCN Corp /De/ • Telephone communications (no radiotelephone) • Massachusetts
AMENDMENT NO. 1 TO STOCK PURCHASE AGREEMENT dated as of April 7, 1999Stock Purchase Agreement • August 16th, 1999 • RCN Corp /De/ • Telephone communications (no radiotelephone) • New York
CONFORMED COPY AGREEMENT AND PLAN OF MERGERAgreement and Plan of Merger • March 6th, 1998 • RCN Corp /De/ • Telephone communications (no radiotelephone) • Delaware
FORM OF UNDERWRITING AGREEMENTUnderwriting Agreement • April 19th, 1999 • RCN Corp /De/ • Telephone communications (no radiotelephone) • New York
FIFTH AMENDMENTCredit Agreement • March 11th, 2003 • RCN Corp /De/ • Telephone communications (no radiotelephone) • New York
OFOperating Agreement • August 22nd, 1997 • RCN Corp /De/ • Telephone communications (no radiotelephone) • Massachusetts
INDENTURERCN Corp /De/ • March 23rd, 1998 • Telephone communications (no radiotelephone) • New York
REGISTRATION RIGHTS AGREEMENT ----------------------------- This REGISTRATION RIGHTS AGREEMENT (the "Agreement") is made and entered into as of February 27, 1998, by and among RCN Corporation, a Delaware corporation (together with its permitted...Registration Rights Agreement • May 13th, 1998 • RCN Corp /De/ • Telephone communications (no radiotelephone) • Delaware
dated as of May 28, 2001 betweenStock Purchase Agreement • May 29th, 2001 • RCN Corp /De/ • Telephone communications (no radiotelephone) • New York
EXHIBIT 99.2 [LOGO OF RCN CORPORATION] FIRST-LIEN CREDIT AGREEMENTCredit Agreement • December 27th, 2004 • RCN Corp /De/ • Telephone communications (no radiotelephone)
Exhibit 99.3 CONSULTING AGREEMENT This Consulting Agreement ("Agreement") is made and entered into as of August 19, 2004 by and between RCN Corporation, a Delaware corporation, having its principal offices located at 105 Carnegie Center, Princeton,...Consulting Agreement • August 26th, 2004 • RCN Corp /De/ • Telephone communications (no radiotelephone) • New Jersey
Exhibit 99.12 PLEDGE AGREEMENT ---------------- PLEDGE AGREEMENT (as amended, modified, restated and/or supplemented from time to time, this "Agreement"), dated as of December 21, 2004, between RCN Corporation (the "Pledgor") and HSBC Bank USA,...Pledge Agreement • December 27th, 2004 • RCN Corp /De/ • Telephone communications (no radiotelephone) • New York
Exhibit 4.5 REGISTRATION RIGHTS AGREEMENT Dated as of December 21, 2004Registration Rights Agreement • December 27th, 2004 • RCN Corp /De/ • Telephone communications (no radiotelephone) • New York
INDENTURERCN Corp /De/ • November 26th, 1997 • Telephone communications (no radiotelephone) • New York
andRights Agreement • December 5th, 2001 • RCN Corp /De/ • Telephone communications (no radiotelephone) • Delaware
NON-QUALIFIED STOCK OPTION AGREEMENT UNDER THEAgreement • September 25th, 2001 • RCN Corp /De/ • Telephone communications (no radiotelephone) • Delaware
dpw/cw/061/17431/007/13D/EDGAR/voteagt.ed VOTING AGREEMENT In consideration of RCN Corporation, a Delaware corporation (the "Company"), LME Acquisition Corporation, a New York corporation ("Merger Subsidiary") and Lancit Media Entertainment, Ltd., a...Voting Agreement • March 6th, 1998 • RCN Corp /De/ • Telephone communications (no radiotelephone) • New York
INCENTIVE STOCK OPTION AGREEMENT UNDER THEAgreement • September 25th, 2001 • RCN Corp /De/ • Telephone communications (no radiotelephone) • Delaware
EXHIBIT 4g THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933. SUCH SECURITIES MAY NOT BE SOLD OR TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION OR AN EXEMPTION THEREFROM UNDER SAID ACT. 21st CENTURY TELECOM...Stock Option Agreement • August 16th, 2000 • RCN Corp /De/ • Telephone communications (no radiotelephone)
Trust Indenture Indenture Act Section Section --------------- --------- ss. 310(a)(1) 6.05, 6.09 (a)(2) 6.05, 6.09 (a)(3) 6.05 (a)(4) 6.05 (b) 6.05, 6.08, 6.10 ss. 311(a) 6.07 (b) 6.07 (c) Not Applicable ss. 312(a) 3.06, 7.01 (b) 7.02 (c) 7.02 ss....Indenture • April 19th, 1999 • RCN Corp /De/ • Telephone communications (no radiotelephone) • New York
ARTICLE 4 PRINCIPAL AGREEMENTS --------------------Joint Venture Agreement • August 22nd, 1997 • RCN Corp /De/ • Telephone communications (no radiotelephone) • Massachusetts
INCORPORATEDRegistration Rights Agreement • March 23rd, 1998 • RCN Corp /De/ • Telephone communications (no radiotelephone) • New York
Exhibit 4.2 REGISTRATION RIGHTS AGREEMENT Dated as of December 21, 2004Registration Rights Agreement • December 27th, 2004 • RCN Corp /De/ • Telephone communications (no radiotelephone) • New York
Exhibit 4.1 WARRANT AGREEMENT Dated as of December 21, 2004 by and between RCN CORPORATIONWarrant Agreement • December 27th, 2004 • RCN Corp /De/ • Telephone communications (no radiotelephone) • New York
INDENTUREIndenture • June 15th, 1998 • RCN Corp /De/ • Telephone communications (no radiotelephone) • New York
FORM OF VOTING AND LOCK-UP AGREEMENTLock-Up Agreement • February 8th, 2000 • RCN Corp /De/ • Telephone communications (no radiotelephone) • Illinois
betweenSecurity Agreement • December 27th, 2004 • RCN Corp /De/ • Telephone communications (no radiotelephone) • New York
Exhibit 99.8 SECURITY AGREEMENTSecurity Agreement • December 27th, 2004 • RCN Corp /De/ • Telephone communications (no radiotelephone) • New York
FIRST AMENDMENT, dated as of December 3, 1999 (this "Amendment"), to the Credit Agreement, dated as of June 3, 1999 (as amended, supplemented or otherwise modified from time to time, the ("Credit Agreement"), among RCN CORPORATION, (the "Company") RCN...First Amendment • March 30th, 2000 • RCN Corp /De/ • Telephone communications (no radiotelephone) • New York
FORM OF WAIVER AGREEMENTWaiver Agreement • February 8th, 2000 • RCN Corp /De/ • Telephone communications (no radiotelephone)
CONFORMED COPY FOURTH AMENDMENT FOURTH AMENDMENT dated as of March 22, 2002 (this "Amendment"), to the Credit Agreement, dated as of June 3, 1999, as amended (as so amended, the "Credit Agreement"), among RCN CORPORATION, (the "Company"), RCN TELECOM...Fourth Amendment • March 26th, 2002 • RCN Corp /De/ • Telephone communications (no radiotelephone) • New York
