AMENDMENT TO SUBSIDIARIES GUARANTY
Exhibit
(d)(10)
AMENDMENT
TO SUBSIDIARIES GUARANTY
This
AMENDMENT TO THE SUBSIDIARIES GUARANTY 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 Subsidiaries Guaranty dated as of December 21, 2004
(the "Subsidiaries
Guaranty")
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,
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
Subsidiaries Guaranty set forth in this Amendment, in accordance with the
provisions of Section 13 of the Subsidiaries Guaranty;
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 or the Indenture with
the
consent (evidenced as provided in Article IX of the Indenture) of the
holders of not less than a majority in aggregate principal amount of the
Notes
at the time outstanding;
WHEREAS,
in accordance with the provisions of Article IX and Section 11.2 of
the Indenture, 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 Indenture set forth in the Second Supplemental Indenture, dated as
of the
date hereof (the "Second
Supplemental 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. Deletion
of certain section.
Sections 4(d) and Section 27 of the Subsidiaries Guaranty are hereby
deleted in their entirety.
3. Modification
to defined term:
All
references to "Secured Creditor" in the Subsidiaries Guaranty shall be changed
to read "Creditor."
4. Effective
Date.
This
Amendment is effective immediately upon the effective date of the Second
Supplemental Indenture.
5. No
Representations.
The
recitals contained herein shall be taken as statements of the Company and
the
Collateral Agent assumes no responsibility for their correctness. The Collateral
Agent makes no representations as to the validity or sufficiency of this
Amendment.
6. Governing
Law.
This
Amendment shall be interpreted and construed in accordance with the laws
of the
State of New York.
7. 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.
8. 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 Subsidiaries
Guaranty to be executed and delivered by their duly authorized officers as
of
the date first above written.
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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:
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HSBC
BANK USA, NATIONAL ASSOCIATION, as Second-Lien Collateral Agent
and
Pledgee
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By:
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Name:
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Title:
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