AMENDMENT TO SECURITY AGREEMENT
Exhibit
(d)(6)
AMENDMENT
TO SECURITY AGREEMENT
This
AMENDMENT TO THE SECURITY AGREEMENT dated as of May __, 2007 (this
"Amendment"),
is
entered into by and between RCN Corporation (the "Company"),
certain subsidiaries of RCN Corporation and HSBC Bank USA, National Association,
in its capacity as the Second-Lien Collateral Agent (the "Collateral
Agent").
RECITALS:
WHEREAS,
the Company, certain subsidiaries of the Company and the Collateral Agent
entered into the Security Agreement dated as of December 21, 2004
(the "Security
Agreement")
related to the Indenture between the Company and HSBC Bank USA, National
Association, in its capacity as Indenture Trustee, dated as of
December 21, 2004, as amended by the First Supplemental Indenture,
dated as of May 30, 2006 (as amended, the "Indenture");
WHEREAS,
Section 11.2 of the Indenture provides, among other things, that subject to
certain restrictions, the Company, when authorized by a Board Resolution,
may
amend or supplement the Notes, the Security Documents (which includes the
Security Agreement) or the Indenture with the consent of the holders of not
less
than a majority in aggregate principal amount of the Notes at the time
outstanding;
WHEREAS,
the holders of not less than a majority in aggregate principal amount of
the
Notes outstanding have duly consented to the proposed amendments to the Security
Agreement set forth in this Amendment, in accordance with the provisions
of
Article IX and Section 11.2 of the Indenture;
NOW,
THEREFORE, in consideration of the premises and the mutual agreements herein
set
forth, the parties hereby agree as follows:
1. Capitalized
Terms.
All
capitalized, undefined terms used in this Amendment shall have the meanings
assigned thereto in the Indenture.
2. Amendment
to Section 10.8(a) to the Security Agreement.
The
last sentence of Section 10.8(a) of the Security Agreement is amended and
restated in its entirety to read as follows:
"As
used
in this Agreement, 'Termination
Date'
shall
mean the earlier of (i) the date upon which no Second-Lien Note under the
Second-Lien Note Indenture is outstanding and all Loans thereunder have been
repaid in full and all Obligations then due and payable have been paid in
full
and (ii) the effective date of the Second Supplemental Indenture, dated as
of May __, 2007, by and between the Borrower and the Second-Lien
Trustee."
3. Effective
Date.
This
Amendment is effective immediately upon the effective date of the Second
Supplemental Indenture, dated as of the date hereof, by and among the Company
and the Trustee.
4. Recitals.
The
recitals contained herein shall be taken as the statements of the Company
and
the Trustee assumes no responsibility for their correctness. The Trustee
makes
no representations as to the validity or sufficiency of this
Amendment.
5. Governing
Law.
This
Amendment shall be interpreted and construed in accordance with the laws
of the
State of New York.
6. Counterparts.
This
Amendment may be executed in any number of counterparts and each of such
counterparts shall for all purposes be deemed to be an original, and all
such
counterparts shall together constitute but one and the same
instrument.
7. Descriptive
Headings.
Descriptive headings hereof are inserted for convenience only and shall not
control or affect the meaning or construction of any of the provisions
hereof.
IN
WITNESS WHEREOF, the parties hereto have caused this Amendment to be executed
and delivered by their duly authorized officers as of the date first above
written.
RCN
CORPORATION, as an Assignor
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By:
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Name:
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Title:
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BRAINSTORM
NETWORKS, INC., as a Guarantor
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By:
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Name:
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Title:
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HOT
SPOTS PRODUCTIONS, INC., as a Guarantor
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By:
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Name:
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Title:
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ON
TV, INC., as a Guarantor
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By:
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Name:
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Title:
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RCN-BECOCOM,
LLC, as a Guarantor
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By:
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Name:
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Title:
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RCN
CABLE TV OF CHICAGO, INC., as a Guarantor
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By:
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Name:
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Title:
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RCN
ENTERTAINMENT, INC., as a Guarantor
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By:
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Name:
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Title:
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RCN
FINANCE, LLC, as a Guarantor
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By:
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Name:
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Title:
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RCN
FINANCIAL MANAGEMENT, INC., as a Guarantor
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By:
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Name:
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Title:
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RCN
INTERNATIONAL HOLDINGS, INC., as a Guarantor
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By:
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Name:
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Title:
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RCN
INTERNET SERVICES, INC., as a Guarantor
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By:
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Name:
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Title:
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RCN
NEW YORK COMMUNICATIONS HOLDING COMPANY, INC., as a
Guarantor
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By:
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Name:
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Title:
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RCN
NEW YORK COMMUNICATIONS, LLC, as a Guarantor
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By:
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Name:
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Title:
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RCN
TELECOM SERVICES, INC., as a Guarantor
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By:
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Name:
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Title:
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RCN
TELECOM SERVICES OF ILLINOIS, LLC, as a Guarantor
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By:
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Name:
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Title:
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RCN
TELECOM SERVICES OF MASSACHUSETTS, INC., as a Guarantor
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By:
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Name:
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Title:
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RCN
TELECOM SERVICES OF PHILADELPHIA, INC., as a Guarantor
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By:
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Name:
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Title:
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RCN
TELECOM SERVICES OF VIRGINIA, INC., as a Guarantor
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By:
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Name:
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Title:
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RCN
TELECOM SERVICES OF WASHINGTON D.C., INC., as a
Guarantor
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By:
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Name:
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Title:
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RFM
2, LLC, as a Guarantor
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By:
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Name:
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Title:
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RLH
PROPERTY CORPORATION, as a Guarantor
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By:
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Name:
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Title:
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TEC
AIR, INC., as a Guarantor
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By:
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Name:
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Title:
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21ST
CENTURY TELECOM SERVICES, INC., as a Guarantor
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By:
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Name:
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Title:
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UNET
HOLDING, INC., as a Guarantor
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By:
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Name:
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Title:
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STARPOWER
COMMUNICATIONS, LLC, as a Guarantor
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By:
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Name:
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Title:
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Accepted
and Agreed to:
HSBC
BANK
USA, NATIONAL ASSOCIATION, as Second-Lien Collateral Agent
By:
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Name:
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Title:
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