dated as ofCredit Agreement • August 17th, 1999 • 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
FORM OF UNDERWRITING AGREEMENTUnderwriting Agreement • April 19th, 1999 • RCN Corp /De/ • Telephone communications (no radiotelephone) • New York
THE BANK OF NEW YORK, Trustee 2 This FIRST SUPPLEMENTAL INDENTURE, dated as of _____ ___, 2000, is between 21ST CENTURY TELECOM GROUP, INC., an Illinois corporation (the "Company"), and THE BANK OF NEW YORK (Formerly IBJ SCHROEDER BANK AND TRUST...Supplemental Indenture • March 31st, 2000 • RCN Corp /De/ • Telephone communications (no radiotelephone)
INDENTUREIndenture • March 23rd, 1998 • RCN Corp /De/ • Telephone communications (no radiotelephone) • New York
NON-QUALIFIED STOCK OPTION AGREEMENT UNDER THENon-Qualified Stock Option Agreement • September 25th, 2001 • RCN Corp /De/ • Telephone communications (no radiotelephone) • Delaware
OFOperating Agreement • August 22nd, 1997 • RCN Corp /De/ • Telephone communications (no radiotelephone) • Massachusetts
FIFTH AMENDMENTCredit Agreement • March 11th, 2003 • RCN Corp /De/ • Telephone communications (no radiotelephone) • New York
as Seller andAsset Purchase Agreement • July 11th, 2003 • RCN Corp /De/ • Telephone communications (no radiotelephone) • New York
INCENTIVE STOCK OPTION AGREEMENT UNDER THEIncentive Stock Option Agreement • September 25th, 2001 • RCN Corp /De/ • Telephone communications (no radiotelephone) • Delaware
INCORPORATEDRegistration Rights Agreement • March 23rd, 1998 • RCN Corp /De/ • Telephone communications (no radiotelephone) • New York
INDENTUREIndenture • June 15th, 1998 • RCN Corp /De/ • 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 4.1 ============================================================================== CREDIT AGREEMENT dated as of June 30, 1997, by and amongCredit Agreement • July 10th, 1997 • RCN Corp /De/ • North Carolina
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
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
Trust Indenture Indenture Act Section Section --------------- ---------Indenture • November 26th, 1997 • 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
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)
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
andRights Agreement • December 5th, 2001 • RCN Corp /De/ • Telephone communications (no radiotelephone) • Delaware
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
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 1.1 =================================================================== ============= RCN CORPORATION [ ] Shares of Common Stock UNDERWRITING AGREEMENT Dated as of June [ ], 1998 RCN Corporation [ ] Shares of Common Stock UNDERWRITING AGREEMENTUnderwriting Agreement • June 15th, 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 99.8 SECURITY AGREEMENTSecurity Agreement • December 27th, 2004 • RCN Corp /De/ • Telephone communications (no radiotelephone) • New York
3. Vesting. During the term provided in Section 2, the Option may be ------- --------- exercised in whole or in part only to the extent vested. The Optionee shall immediately be vested in the Initial Vesting Options. Hereinafter, the Optionee shall...Stock Option Agreement • August 16th, 2000 • RCN Corp /De/ • Telephone communications (no radiotelephone)
as Issuer andIndenture • December 27th, 2004 • RCN Corp /De/ • Telephone communications (no radiotelephone) • New York
WaiverWaiver • May 8th, 1998 • RCN Corp /De/ • Telephone communications (no radiotelephone)
Reference is made to the Employment Agreement ("Employment Agreement") dated as of October 1, 1995 between Cecily Truett (the "Executive") and Lancit Media Entertainment ("Lancit").
betweenSecurity Agreement • December 27th, 2004 • RCN Corp /De/ • Telephone communications (no radiotelephone) • New York
Exhibit 99.4 SECURITY AGREEMENTSecurity Agreement • December 27th, 2004 • RCN Corp /De/ • Telephone communications (no radiotelephone) • New York
FORM OF WAIVER AGREEMENTWaiver Agreement • February 8th, 2000 • RCN Corp /De/ • Telephone communications (no radiotelephone)
