Exhibit 10.5
[LETTERHEAD OF RCN]
December 5, 2001
Xx. Xxxxxxx Xxxxx
Vulcan, Inc
505 Union Station
000 Xxxxx Xxxxxx, Xxxxx 000
Xxxxxxx, Xxxxxxxxxx 00000
Dear Xx. Xxxxx:
Reference is made to that certain Stock Purchase Agreement dated
October 1, 1999, as amended from time to time (the "Stock Purchase Agreement"),
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by and among RCN Corporation, a Delaware corporation (the "Company"), and Vulcan
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Ventures Incorporated, a Washington corporation ("Vulcan") and that certain
Rights Agreement dated December 5, 2001 (the "Rights Agreement"), by and among
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the Company and HSBC Bank USA, a banking corporation and trust company duly
organized and validly existing under the laws of the State of New York (the
"Right Agent"). Capitalized terms used and not otherwise defined herein shall
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have the meanings set forth in the Rights Agreement.
We are writing to confirm that in conjunction with the Company's
adoption of the Rights Agreement, the Company's Board of Directors has resolved
that from and after such time as any of the Rights issued under the rights
Agreement become exercisable, Vulcan and its Affiliates (as defined in the Stock
Purchase Agreement) shall be entitled to exercise any such Rights which they may
hold or be entitled to under the Rights Agreement and acquire Common Stock or
other securities of the Company upon the exercise of such Rights without regard
to any of the restrictions otherwise set forth in the Stock Purchase Agreement,
including but not limited to those set forth in Sections 6.03 and 6.04 of the
Stock Purchase Agreement.
Please confirm your agreement with the foregoing by signing and
returning to the undersigned the duplicate copy of this letter enclosed
herewith.
This Agreement shall be governed by and constructed in accordance with
the law of the State of New York, without regard to conflicts of law rules of
such state.
Sincerely,
RCN CORPORATION
By: /s/ Xxxx X. Xxxxx
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Name: Xxxx X. Xxxxx
Title: Executive Vice President and
General Counsel
ACCEPTED AND AGREED:
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VULCAN VENTURE INCORPORATED
By: /s/ Xxxxxxx X. Xxxxx
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Name: Xxxxxxx X. Xxxxx
Title: President
[Logo of RCN]
