0001193125-04-221278 Sample Contracts

REGISTRATION RIGHTS AGREEMENT Dated as of December 21, 2004 by and among RCN CORPORATION as the Company, and The Stockholders listed on the Signature Pages hereto
Registration Rights Agreement • December 30th, 2004 • RCN Corp /De/ • Telephone communications (no radiotelephone) • New York

This Registration Rights Agreement (this “Agreement”) is dated as of December 21, 2004, and entered into by and among RCN Corporation, a Delaware corporation (the “Company”), and the stockholders listed on the signature pages hereto. Each Holder of Registrable Securities shall be entitled to the benefits of this Agreement regardless of whether they are initially named on the signature pages hereof; provided that in order to be entitled to enforce its rights hereunder, such Holder shall become a party hereto by delivering to the Company a counterpart signature page to this Agreement.

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RCN CORPORATION, as Issuer and HSBC BANK USA, National Association, as as Trustee INDENTURE Dated as of December 21, 2004 7.375% Convertible Second Lien Notes due 2012
Indenture • December 30th, 2004 • RCN Corp /De/ • Telephone communications (no radiotelephone) • New York

INDENTURE, dated as of December 21, 2004, by and among RCN Corporation, a Delaware corporation (hereinafter sometimes called the “Company”, as more fully set forth in Section 1.1) and HSBC Bank USA, National Association, a national banking association, as trustee (hereinafter sometimes called the “Trustee”, as more fully set forth in Section 1.1).

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