2ND AMENDED & RESTATED OPERATING AGREEMENT



 



Exhibit 10.01



SECOND AMENDED AND RESTATED

OPERATING AGREEMENT

OF

RCN-BECOCOM, LLC



 







 





TABLE OF CONTENTS




	 	 	 	 	 
	 	 	 	 	PAGE
	 	 	
ARTICLE 1	 	 
	
	
	
	

	 	 	
DEFINITIONS	 	 
	
	
	
	

	 
	1.1	 	
Certain Definitions
	 	01
	
	
	
	

	1.2	 	
Other Definitions
	 	12
	
	
	
	

	1.3	 	
Construction
	 	13
	
	
	
	

	 
	 	 	
ARTICLE 2	 	 
	
	
	
	

	 	 	
ORGANIZATION	 	 
	
	
	
	

	2.1	 	
Organization
	 	13
	
	
	
	

	2.2	 	
Name
	 	13
	
	
	
	

	2.3	 	
Registered Office; Registered Agent; Principal Office in the United States;
Other Offices
	 	13
	
	
	
	

	2.4	 	
Purpose
	 	13
	
	
	
	

	2.5	 	
Company Powers
	 	13
	
	
	
	

	2.6	 	
Foreign Qualification Governmental Filings
	 	15
	
	
	
	

	2.7	 	
Term
	 	15
	
	
	
	

	2.8	 	
No State-Law Partnership
	 	15
	
	
	
	

	2.9	 	
Activities of the Members
	 	15
	
	
	
	

	 
	 	 	
ARTICLE 3	 	 
	
	
	
	

	 	 	
MEMBERS: DISPOSITIONS OF INTERESTS	 	 
	
	
	
	

	3.1	 	
Members
	 	15
	
	
	
	

	3.2	 	
Restrictions on the Disposition of an Interest
	 	15
	
	
	
	

	3.3	 	
Change of Control
	 	18
	
	
	
	

	3.4	 	
Interests in a Member
	 	21
	
	
	
	

	3.5	 	
Liability to Third Parties
	 	21
	
	
	
	

	 
	 	 	
ARTICLE 4	 	 
	
	
	
	

	 	 	
CAPITAL CONTRIBUTIONS	 	 
	
	
	
	

	4.1	 	
Contributions; Schedule 1
	 	21
	
	
	
	

	4.2	 	
Additional Capital Calls
	 	21
	
	
	
	

	4.3	 	
Failure to Pay a Capital Call
	 	22
	
	
	
	

	4.4	 	
Return of Contributions
	 	23



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	 	 	 	 	PAGE
	
	
	
	

	 
	 	 	
ARTICLE 5	 	 
	
	
	
	

	 	 	
RIGHTS AND LIMITATIONS OF CLASS B MEMBERSHIP INTERESTS	 	 
	
	
	
	

	5.1	 	
Rights of Class B Membership Interests
	 	23
	
	
	
	

	5.2	 	
Limitation on Amount of Class B Investments
	 	24
	
	
	
	

	5.3	 	
Right to Call Class B Membership Interests
	 	24
	
	
	
	

	5.4	 	
Default
	 	25
	
	
	
	

	5.5	 	
Remedy Upon Even of Default
	 	25
	
	
	
	

	 
	 	 	
ARTICLE 6	 	 
	
	
	
	

	 	 	
MEMBER ACCOUNTS; ALLOCATIONS OF PROFIT AND LOSS; DISTRIBUTIONS	 	 
	
	
	
	

	6.1	 	
Capital Accounts
	 	26
	
	
	
	

	6.2	 	
Allocations for Capital Account and Tax Purposes
	 	26
	
	
	
	

	 
	 	 	
ARTICLE 7	 	 
	
	
	
	

	 	 	
MANAGEMENT	 	 
	
	
	
	

	7.1	 	
Management by the Members
	 	30
	
	
	
	

	7.2	 	
Representatives
	 	30
	
	
	
	

	7.3	 	
Place of Meeting of Representatives
	 	30
	
	
	
	

	7.4	 	
Regular Meetings of Representatives
	 	31
	
	
	
	

	7.5	 	
Special Meetings of Representatives
	 	31
	
	
	
	

	7.6	 	
Representative Compensation; Reimbursement
	 	31
	
	
	
	

	7.7	 	
Manner of Acting and Adjournment of Members
	 	31
	
	
	
	

	7.8	 	
Fundamental Business Actions
	 	31
	
	
	
	

	7.9	 	
Indemnification
	 	35
	
	
	
	

	7.10	 	
Business Plan; Budget
	 	37
	
	
	
	

	 
	 	 	
ARTICLE 8	 	 
	
	
	
	

	 	 	
RIGHTS OF MEMBERS	 	 
	
	
	
	

	8.1	 	
Access to Information
	 	38
	
	
	
	

	8.2	 	
Audits
	 	38
	
	
	
	

	 
	 	 	
ARTICLE 9	 	 
	
	
	
	

	 	 	
TAXES	 	 
	
	
	
	

	9.1	 	
Tax Returns
	 	38
	
	
	
	

	9.2	 	
Tax Elections
	 	38
	
	
	
	

	9.3	 	
Tax Matters Partner
	 	39
	
	
	
	

	 
	 	 	
ARTICLE 10	 	 
	
	
	
	

	 	 	
BOOKS, RECORDS, REPORTS, AND BANK ACCOUNTS	 	 
	
	
	
	

	10.1	 	
Accounting
	 	39
	
	
	
	

	10.2	 	
Fiscal Year
	 	39
	
	
	
	

	10.3	 	
Statements and Reports
	 	39



ii







 




	 	 	 	 	 
	 	 	 	 	PAGE
	
	
	
	

	10.4	 	
Inspection
	 	40
	
	
	
	

	10.5	 	
Bank Accounts
	 	40
	
	
	
	

	 
	 	 	
ARTICLE 11	 	 
	
	
	
	

	 	 	
WITHDRAWAL, EXPULSION, BANKRUPTCY, ETC.	 	 
	
	
	
	

	11.1	 	
Withdrawal
	 	41
	
	
	
	

	11.2	 	
Bankrupt Members
	 	41
	
	
	
	

	 
	 	 	
ARTICLE 12	 	 
	
	
	
	

	 	 	
TERMINATION, DISSOLUTION AND LIQUIDATION OF THE COMPANY	 	 
	
	
	
	

	12.1	 	
Termination and Dissolution
	 	41
	
	
	
	

	12.2	 	
Liquidation
	 	42
	
	
	
	

	 
	 	 	
ARTICLE 13	 	 
	
	
	
	

	 	 	
GENERAL PROVISIONS	 	 
	
	
	
	

	13.1	 	
Representations
	 	43
	
	
	
	

	13.2	 	
Additional Representations of RCN-Sub
	 	45
	
	
	
	

	13.3	 	
Offset
	 	45
	
	
	
	

	13.4	 	
Notices
	 	45
	
	
	
	

	13.5	 	
Entire Agreement; Supersedure
	 	47
	
	
	
	

	13.6	 	
Effect of Waiver or Consent
	 	47
	
	
	
	

	13.7	 	
Amendment or Modification
	 	47
	
	
	
	

	13.8	 	
Public Announcements
	 	47
	
	
	
	

	13.9	 	
Confidentiality
	 	47
	
	
	
	

	13.10	 	
Binding Effect
	 	48
	
	
	
	

	13.11	 	
Governing Law; Severability
	 	48
	
	
	
	

	13.12	 	
Specific Performance
	 	48
	
	
	
	

	13.13	 	
Further Assurances
	 	48
	
	
	
	

	13.14	 	
Counterparts
	 	49
	
	
	
	

	13.15	 	
Interpretation
	 	49
	
	
	
	

	13.16	 	
Use of Name
	 	49
	
	
	
	

	13.17	 	
Continued Support of RCN-Sub
	 	49



iii







 



         This SECOND AMENDED AND RESTATED OPERATING AGREEMENT OF RCN-BecoCom, LLC,
a Massachusetts limited liability company (this “Agreement”) is made and
entered into effective as of June 19, 2002 (the “Effective Date”), by and among
the Members (as defined below).


         WHEREAS, on December 23, 1996 RCN Telecom Services, Inc., a Delaware
corporation (“RCN-Delaware”), and Boston Energy Technology Group, Inc., a
Massachusetts corporation (“BETG”), entered into the RCN-BETG, LLC Operating
Agreement; and


         WHEREAS, NSTAR, a Massachusetts corporation (“NSTAR”), as successor in
interest to Boston Edison Company (“BECO”), and RCN Corporation, a Delaware
corporation (“RCN-Parent”), as successor in interest to C-Tec Corporation
(“C-Tec”), have each executed instruments of adherence with respect to certain
provisions hereof; and


         WHEREAS, RCN-BETG, LLC has changed its name to RCN-BecoCom, LLC; and


         WHEREAS, RCN-Delaware and BETG, the predecessors in interest to the
Members, entered into an Amended and Restated Operating Agreement on June 17,
1997 pursuant to which, among other things, RCN-Delaware and BETG assigned
their interests therein to their respective affiliates, RCN Telecom Services of
Massachusetts, Inc., a Massachusetts corporation (“RCN-Sub”) and BecoCom, Inc.
a Massachusetts corporation; and


         WHEREAS BecoCom, Inc. has changed its name to NSTAR Communications, Inc.
(“BecoCom” or “NSTARCOM”); and


         WHEREAS, RCN-Sub and NSTARCOM wish to revise the terms of their
participation in RCN-BecoCom, LLC;


         NOW, THEREFORE in consideration of the mutual covenants, rights, and
obligations set forth in this Agreement, the benefits to be derived therefrom,
and other good and valuable consideration, the receipt and the sufficiency of
which each Member acknowledges, the Members agree as follows:


ARTICLE 1

DEFINITIONS



         1.1     Certain Definitions. As used in this Agreement, the following terms have
the following meanings:



		
	 	         “AAA” shall have the meaning set forth in Section 3.3(iv).
	 
	 	         “Act” means the Massachusetts Limited Liability Company Act, Mass.
Gen. Laws Ann. Ch. 156C, § 1, et seq. and any successor statute, as
amended from time to time.



 







 





		
	 	         “Adjusted Capital Account Deficit” means, with respect to any
Member, the deficit balance, if any, in such Member’s Capital Account as
of the end of the relevant fiscal year of the Company (i) increased by an
amount equal to the sum of such Member’s allocable share of the Company’s
Minimum Gain attributable to Company Nonrecourse Liabilities and such
Member’s allocable share of the Company’s Minimum Gain attributable to
Member Nonrecourse Debt, in each case as computed on the last day of such
fiscal year in accordance with applicable Regulations and (ii) reduced by
all reasonably expected adjustments, allocations and distributions
described in Regulations Sections 1.704 -1(b)(2)(ii)(d)(4), (5) and (6).
This definition of Adjusted Capital Account Deficit is intended to comply
with the provisions of Regulations Section 1.704-1(b)(2)(ii)(d) and shall
be interpreted consistently therewith.
	 
	 	         “Affiliate” means, with respect to any Person, any other Person
Controlling, Controlled by, or under common Control with that first
Person.
	 
	 	         “Agreed Value” of any Contributed Property means the value of such
property or other consideration (a) as agreed by all of the Members and
as listed on Schedule 1 for that Contributed Property contributed as of
June 17, 1997, and (b) as determined by all of the Members using such
reasonable method of valuation as they may adopt for that Contributed
Property contributed after June 17, 1997; provided, however, that the
Agreed Value of any property deemed contributed to the Company for
federal income tax purposes upon termination and reconstitution thereof
pursuant to Section 708 of the Code shall be determined in accordance
with Section 6.2(c).
	 
	 	         “Agents” has the meaning given that term in Section 13.9.
	 
	 	         “Agreement” has the meaning given that term in the introductory
paragraph hereof.
	 
	 	         “Appraiser” has the meaning given that term in Section 3.3(i).
	 
	 	         “Appraiser’s Certificate” has the meaning given that term in Section
3.3(ii).
	 
	 	         “Arbitrator” has the meaning given that term in Section 7.8(e)(i).
	 
	 	         “Arbitration Act” has the meaning given that term in Section
7.8(e)(i).
	 
	 	         “Award” has the meaning given that term in Section 7.8(e)(i).
	 
	 	         “Bankrupt Member” means any Member:




		
	 	         (a) that (i) makes a general assignment for the benefit of
creditors, (ii) files a voluntary bankruptcy petition, (iii)
becomes the subject of an order for relief or is declared insolvent
in any federal or state bankruptcy or insolvency proceeding, (iv)
files a petition or answer seeking for such Member a
reorganization, arrangement, composition, readjustment,
liquidation, dissolution, or similar relief



2







 





		
	 	under any law, (v) files an answer or other pleading admitting
or failing to contest the material allegations of a petition filed
against such Member in a proceeding of the type described in
clauses (i)-(iv), (vi) seeks, consents to, or acquiesces in the
appointment of a trustee, receiver, or liquidator of the Member or
of all or any substantial part of the Member’s properties, or
	 
	 	         (b) with respect to which (i) a proceeding is commenced
seeking reorganization, arrangement, composition, readjustment,
liquidation, dissolution, or similar relief under any law and 90
days have expired without the proceeding being dismissed, or (ii)
without that Member’s consent or acquiescence, a trustee, receiver,
or liquidator is appointed of that Member or of all or any
substantial part of its properties and 90 days have expired without
the appointment being vacated or stayed, or if stayed, 90 days have
expired after the date of expiration of a stay, unless the
appointment has been vacated.




		
	 	         “Basic Agreements” has the meaning set forth in the Construction and
Indefeasible Right of Use Agreement, dated as of June 17, 1997, by and
between BecoCom and the Company (as it may be amended from time to time,
the “IRU Agreement”), as such agreements may be amended from time to
time.
	 
	 	         “BecoCom” means BecoCom, Inc., a Massachusetts corporation and a
wholly-owned subsidiary of BETG. BecoCom, Inc. is now known as NSTAR
Communications, Inc.
	 
	 	         “BecoCom Contributed Assets” means those certain existing assets
listed in footnote 3 of Schedule 1.
	 
	 	         “Budget” has the meaning set forth in Section 7.10.
	 
	 	         “Budget Dispute Notice” has the meaning given that term in Section
7.10(a)(i).
	 
	 	         “Business Day” means any day other than a Saturday, a Sunday or a
holiday on which banks in Massachusetts generally are closed.
	 
	 	         “Business Plan” has the meaning set forth in Section 7.10 hereof.
	 
	 	         “Capital Account” means the capital accounts maintained with respect
to Membership Interests pursuant to Section 6.1.
	 
	 	         “Capital Call” means a request for additional contributions of
capital to the Company.
	 
	 	         “Carrying Value” means, with respect to any asset, the asset’s
adjusted tax basis for federal income tax purposes except as follows:



3







 





		
	 	         (a) The initial Carrying Value of any asset contributed to the
Company by a Member shall be the Agreed Value of such asset;
	 
	 	         (b) Consistent with the provisions of Section
1.704-1(b)(2)(iv)(f) of the Regulations, the Carrying Value of all
Company assets shall be adjusted to equal their respective gross
fair market values upon the happening of any of the following
events: (i) issuance of additional Membership Interests to new or
existing Members for more than a de minimis amount of cash or
Contributed Property, (ii) immediately prior to a distribution to a
Member of more than a de minimis amount of Company property (other
than a distribution solely of cash that is not in redemption or
retirement of a Membership Interest) in consideration for an
interest in the Company and (iii) the liquidation of the Company
within the meaning of Regulations Section 1.704-1(b)(2)(ii)(g).
	 
	 	         (c) The Carrying Values of Company assets shall be increased
or decreased to reflect any adjustments to the adjusted basis of
such assets pursuant to Section 734(b) or Section 743(b) of the
Code, but only to the extent that such adjustments are taken into
account in determining Capital Accounts pursuant to Regulations
Section 1.704-1(b)(2)(iv)(m), Section 6.2(b)(vii) hereof and
paragraph (e) of the definition of Net Income or Net Loss.



         If the Carrying Value of an asset has been determined or adjusted pursuant
to subparagraphs (a), (b) or (c) of the definition for Carrying Value, such
Carrying Value shall be adjusted thereafter by the Depreciation taken into
account with respect to such asset for purposes of computing the amount of Net
Income or Net Loss.



		
	 	         “Category A Fundamental Business Actions” has the meaning given that
term in Section 7.8(a).
	 
	 	         “Category B Fundamental Business Actions” has the meaning given that
term in Section 7.8(b).
	 
	 	         “Certificate” has the meaning given that term in Section 2.1.
	 
	 	         “Certificate Date” has the meaning given that term in Section
3.3(ii).
	 
	 	         “Change of Control” of a Member shall be deemed to have occurred
when (i) an Entity, other than a Member Parent of such Member or a Wholly
Owned Affiliate of such Member Parent (an “Unaffiliated Entity”) shall
acquire (whether by merger, consolidation, sale, assignment, lease,
transfer or otherwise, in one transaction or a series of related
transactions), or otherwise beneficially own, directly or indirectly,
more than 50% of the outstanding voting interests in such Member entitled
to vote generally in the election of directors, managers or other members
of the management group of such Member or otherwise control such Member
(a “Control Entity”), (ii) the Member Parent of such Member shall
otherwise cease to beneficially own a majority of such outstanding voting
securities in such Member or any Control Entity of such Member, or (iii)
an



4







 





		
	 	Unaffiliated Entity shall become a Control Entity of a Member Parent
after the Effective Date.
	 
	 	         “Class A Member” means a Member who holds any Class A Membership
Interest.
	 
	 	         “Class A Membership Interest” means (i) the entire membership
interest of a Member in the Company existing immediately prior to the
Effective Date, and (ii) any membership interest of a Member in the
Company acquired after the Effective Date, in each case including,
without limitation, such rights to distributions (liquidating or
otherwise), allocations, information and to vote, consent or approve as
shall be provided by law or by this Agreement, except that a Class A
Membership Interest shall not include any membership interest that is, or
is deemed to be, a Class B Membership Interest, as provided by this
Agreement, and shall not include any rights or restrictions that are
specifically limited to Class B Membership Interests, as provided by this
Agreement. Class A Membership Interests shall be voting interests and
the Class A Members shall be entitled to vote as a single class on all
matters specified in this Agreement as requiring the approval or consent
of the Members.
	 
	 	         “Class B Investment Date” has the meaning given that term in Section
5.1(a).
	 
	 	         “Class B Investment Tranche” has the meaning given that term in
Section 4.2(c).
	 
	 	         “Class B Member” means a Member who holds any Class B Membership
Interest.
	 
	 	         “Class B Membership Interest” means any membership interest of a
Member in the Company acquired after the Effective Date and designated in
writing to the Company as, or deemed to be, a Class B Membership
Interest, as provided by this Agreement, including, without limitation,
such rights to distributions (liquidating or otherwise), allocations,
information and to consent or approve as shall be provided by law or by
this Agreement. Class B Membership Interests shall not vote, and shall
have no right to vote, on any matter specified in this Agreement as
requiring the vote, approval or consent of the Members, except as
specifically set forth herein, and shall constitute a form of
subordinated debenture of the Company.
	 
	 	         “Code” means the Internal Revenue Code of 1986 and any successor
statute, as amended from time to time.
	 
	 	         “Company” means RCN-BecoCom, LLC, a Massachusetts limited liability
company.
	 
	 	         “Company Debt” shall have the meaning set forth in Section
2.5(a)(iv).
	 
	 	         “Company Nonrecourse Deductions” means, with respect to Company
Nonrecourse Liabilities, the amount of deductions, losses and expenses
equal to the net increase during the year in Minimum Gain attributable to
Company Nonrecourse



5







 





		
	 	Liabilities, reduced (but not below zero) by the proceeds, if any,
of such Company Nonrecourse Liabilities distributed during the year, as
determined in accordance with applicable Regulations.
	 
	 	         “Company Nonrecourse Liabilities” means nonrecourse liabilities (or
portions thereof) of the Company for which no Member (or any Person
related to a Member) bears the Economic Risk of Loss.
	 
	 	         “Contributed Property” means each property or other asset, in such
form as may be permitted by the Act, but excluding cash, contributed to
the Company (or deemed contributed to the Company on termination and
reconstitution thereof pursuant to Section 708 of the Code).
	 
	 	         “Control” of an Entity means power to direct or cause the direction
of the management or policies of such Entity, whether through the
ownership of voting securities, by agreement or otherwise.
	 
	 	         “Deadlock Event” shall have the meaning set forth in Section
7.8(c)(ii) hereof.
	 
	 	         “Default Interest Rate” means three percent above LIBOR.
	 
	 	         “Default Investment Percentage” of a Person means, as of any
determination date, the Investment Percentage of such Person adjusted to
include in the calculation thereof the aggregate principal amount
invested by such Person in Class B Membership Interests pursuant to
Section 4.2(c), less the aggregate principal amount returned to such
Person pursuant to any and all payments made pursuant to Section 5.1(a)
or 5.3; which Default Investment Percentage shall be governed by the
terms of Article 5 and shall be relevant only for the purposes expressed
in said Article 5 and Article 3.
	 
	 	         “Delinquent Member” with respect to a Capital Call means a Member
who fails to pay its portion of such Capital Call at the time and in the
amount required under this Agreement.
	 
	 	         “Depreciation” means, for each fiscal year or other relevant period,
an amount equal to the depreciation, amortization or other cost recovery
deduction allowable with respect to an asset for such year or other
relevant period, except that if the Carrying Value of an asset differs
from its adjusted basis for federal income tax purposes at the beginning
of such year, Depreciation shall be an amount which bears the same ratio
to such beginning Carrying Value as the federal income tax depreciation,
amortization or other cost recovery deduction for such year bears to such
beginning adjusted tax basis; provided, however, that if the adjusted
basis for federal income tax purposes of an asset at the beginning of
such year is zero, Depreciation shall be determined with reference to
such beginning Carrying Value using any reasonable method selected by the
Tax Matters Partner.



6







 





		
	 	         “Dispose,” “Disposing,” or “Disposition” means a sale, assignment,
transfer, exchange, pledge, grant of a security interest, or other
disposition or encumbrance, or the acts thereof.
	 
	 	         “Disputing Member” has the meaning given that term in Section
7.8(d)(i).
	 
	 	         “Dispute Notice” has the meaning given that term in Section
7.8(d)(i).
	 
	 	         “Dispute Price” has the meaning given that term in Section
7.8(d)(i).
	 
	 	         “Economic Risk of Loss” has the meaning ascribed to it in Section
1.752-2 of the Regulations.
	 
	 	         “Effective Date” has the meaning given that term in the introductory
paragraph hereof.
	 
	 	         “Entity” means any corporation, limited liability company, general
partnership, limited partnership, venture, trust, business trust, estate
or other entity.
	 
	 	         “Event of Default” has the meaning given that term in Section 5.4.
	 
	 	         “Exchange Agreement” means that certain Exchange Agreement entered
into between BecoCom and C-Tec on June 17, 1997.
	 
	 	         “Exchange Securities” means any securities into which a Membership
Interest (or any part thereof) is exchanged pursuant to the Exchange
Agreement.
	 
	 	         “Fair Market Value” has the meaning given that term in Section 3.3.
	 
	 	         “First Appraiser” has the meaning given that term in Section 3.3(i).
	 
	 	         “Fundamental Business Actions” has the meaning given that term in
Section 7.8.
	 
	 	         “GAAP” means the generally accepted accounting principles in the
United States of America in effect from time to time.
	 
	 	         “General Interest Rate” means a rate per annum equal to the lesser
of (a) a varying rate per annum that is equal to the interest rate
publicly quoted by Citibank, N.A. from time to time as its prime
commercial or similar reference interest rate, with adjustments in that
varying rate to be made on the same date as any change in that rate, and
(b) the maximum rate permitted by applicable law.
	 
	 	         “Governmental Entity” has the meaning given that term in Section
2.5(c).
	 
	 	         “Higher Value” has the meaning given that term in Section 3.3(iii).



7







 





		
	 	         “Holding Company” means a Holding Company as defined in Section
2(a)(7) of PUHCA.
	 
	 	         “Initial LLC Agreement” means that certain operating agreement,
dated as of December 23, 1996, entered into by RCN-Delaware and BETG.
	 
	 	         “Investment Percentage” of a Person means the percentage set forth
opposite such Person’s name on Schedule 1, as of the Effective Date, as
adjusted, as appropriate, on account of (a) such Person’s investment in
Class A Membership Interests pursuant to Sections 4.2 and 4.3, (b)
Dispositions pursuant to Section 3.2, but not Dispositions in exchange
for Exchange Securities pursuant to the Exchange Agreement which were
completed prior to the Effective Date or (c) the Disposition of Exchange
Securities received upon an exchange made pursuant to the Exchange
Agreement, whether before or after the Effective Date.
	 
	 	         “Involuntary Liquidation” means an involuntary liquidation of all or
a substantial part of the assets of the Company (i) pursuant to a
proceeding commenced against the Company seeking liquidation,
dissolution, or similar relief under any federal or state law, including,
without limitation, pursuant to the appointment, without the consent or
acquiescence of the Company, of a trustee, receiver, or liquidator, or
(ii) pursuant to the termination and dissolution of the Company in
accordance with Section 12.1 (except for and excluding a termination and
dissolution of the Company pursuant to Section 12.1(c), Section 12.1(e)
and any other termination and dissolution of the Company resulting solely
from actions undertaken by RCN-Delaware and/or RCN-Sub).
	 
	 	         “Involuntary Liquidation Amount” has the meaning given that term in
Section 12.2(b).
	 
	 	         “Joint Investment and Non-Competition Agreement” shall mean that
certain Joint Investment and Non-Competition Agreement entered into by
RCN-Sub, BecoCom and NEWCO on June 17, 1997.
	 
	 	         “LIBOR” means the rate of interest equal to the average (rounded
upwards, if necessary, to the nearest 1/16 of 1%) of the rates per annum
at which dollar deposits in immediately available funds are offered in
the London interbank eurodollar market as at or about 2:00 P.M. New York
time on the date the Default Interest Rate becomes effective, adjusted
from time to time as such rate changes.
	 
	 	         “Lower Value” has the meaning given that term in Section 3.3(iii).
	 
	 	         “Majority Class B Members” means, at any time, Class B Members whose
aggregate unpaid Total Tranche Payment Amounts constitute over 50% of the
aggregate unpaid Total Tranche Payment Amounts with respect to all
outstanding Class B Membership Interests.



8







 





		
	 	         “Majority Interest” means, in combination, Membership Interests of
one or more Members which, in the aggregate, are entitled to a combined
Sharing Ratio of more than 50%.
	 
	 	         “Management Agreement” means that certain Management Agreement
entered into by and among RCN Operating Services, Inc., BecoCom and the
Company on June 17, 1997.
	 
	 	         “Manager” shall have the meaning set forth in Section 7.10.
	 
	 	         “Member” means any Person executing this Agreement as of the date
hereof as a member or hereafter admitted to the Company as a member as
provided in this Agreement, including the Class A Members and the Class B
Members, but does not include any Person who has ceased to be a member in
the Company.
	 
	 	         “Membership Interest” means the interest of a Member in the Company,
including, without limitation, any and all Class A and Class B Membership
Interests and such rights to distributions (liquidating or otherwise),
allocations, information and to consent or approve with respect thereto
as shall be provided by law or by this Agreement.
	 
	 	         “Member Nonrecourse Debt” means any nonrecourse debt of the Company
for which any Member bears the Economic Risk of Loss.
	 
	 	         “Member Nonrecourse Deductions” means, with respect to Member
Nonrecourse Debt, the amount of deductions, losses and expenses equal to
the net increase during the year in Minimum Gain attributable to Member
Nonrecourse Debt, reduced (but not below zero) by the proceeds, if any,
of such Member Nonrecourse Debt distributed during the year to the
Members who bear the Economic Risk of Loss for such debt, as determined
in accordance with applicable Regulations.
	 
	 	         “Member Parent” means, with respect to RCN-Sub, RCN-Parent (as
defined above), and, with respect to BecoCom, NSTAR, and their respective
successors and assigns, whether by means of merger, spin-off or
otherwise.
	 
	 	         “Minimum Gain” means (i) with respect to Company Nonrecourse
Liabilities, the amount of gain that would be realized by the Company if
it disposed of (in a taxable transaction) all Company properties that are
subject to Company Nonrecourse Liabilities in full satisfaction of such
liabilities, computed in accordance with applicable Regulations or (ii)
with respect to each Member Nonrecourse Debt, the amount of gain that
would be realized by the Company if it disposed of (in a taxable
transaction) the Company property that is subject to such Member
Nonrecourse Debt in full satisfaction of such debt, computed in
accordance with applicable Regulations.
	 
	 	         “Monthly Installment” has the meaning given that term in Section
5.1(b).



9







 





		
	 	         “Net Agreed Value” means (i) in the case of any Contributed
Property, the Agreed Value of such property reduced by any liabilities
either assumed by the Company upon such contribution or to which such
property is subject when contributed, and (ii) in the case of any
property distributed to a Member by the Company, the Company’s Carrying
Value of such property (as adjusted pursuant to Section 6.2(d)(ii)) at
the time such property is distributed, reduced by any liabilities either
assumed by such Member upon such distribution or to which such property
is subject at the time of distribution, in either case, as determined
under Section 752 of the Code.
	 
	 	         “Net Income” or “Net Loss” means, for each fiscal year or other
period, the
taxable income or loss of the Company, as determined in accordance with
Section 703 of the Code, with the following adjustments:




		
	 	         (a) Any income of the Company that is exempt from federal
income tax and not otherwise taken into account in computing Net
Income or Net Loss shall be added to such taxable income or loss;
	 
	 	         (b) Any expenditures of the Company described in Section
705(a)(2)(B) of the Code or treated as Code Section 705(a)(2)(B)
expenditures pursuant to Regulations Section 1.704-1(b)(2)(iv)(i)
and not otherwise taken into account in computing Net Income or Net
Loss shall be subtracted from such taxable income or loss;
	 
	 	         (c) In the event that the Carrying Value of any Company asset
is adjusted pursuant to paragraph (b) of the definition for
Carrying Value, the amount of such adjustment shall be taken into
account as gain or loss from the disposition of such asset for
purposes of computing Net Income or Net Loss;
	 
	 	         (d) Gain or loss resulting from any disposition of property
with respect to which gain or loss is recognized for federal income
tax purposes shall be computed by reference to the Carrying Value
of the property disposed of, notwithstanding that the adjusted tax
basis of such property differs from its carrying value;
	 
	 	         (e) To the extent that an adjustment to the adjusted tax basis
of any Company asset pursuant to Section 734(b) or Section 743(b)
of the Code is required pursuant to Regulations Section
1.704-1(b)(2)(iv)(m)(4) to be taken into account in determining
Capital Accounts as a result of a distribution other than in
complete liquidation of a Member’s Interest, the amount of such
adjustment shall be treated as an item of gain (if the adjustment
increases the basis of the asset) or loss (if the adjustment
decreases the basis of the asset) from the disposition of the asset
and shall be taken into account for purposes of computing Net
Income or Net Loss;



10







 





		
	 	         (f) In lieu of depreciation, amortization and other cost
recovery deductions taken into account in computing such taxable
income or loss, Depreciation shall be taken into account.
	 
	 	         (g) Any items which are specially allocated pursuant to
Section 6.2(b) hereof shall not be taken into account in computing
Net Income or Net Loss.




		
	 	         “Nondelinquent Member” has the meaning given that term in Section
4.3(a).
	 
	 	         “Notice” has the meaning given that term in Section 7.8(e)(i).
	 
	 	         “Offer Notice” has the meaning given that term in Section 3.2(b)(i).
	 
	 	         “Offeree” has the meaning given that term in Section 3.2(b).
	 
	 	         “Offeror” has the meaning given that term in Section 3.2(b).
	 
	 	         “Other Members” has the meaning given that term in Section
7.8(d)(i).
	 
	 	         “Person” means any natural person or Entity.
	 
	 	         “Preferred Return” has the meaning given that term in Section
5.1(b).
	 
	 	         “PUHCA” means the Public Utility Holding Company Act of 1935, as
amended from time to time, 15 U.S.C. §§ 79-792-6.
	 
	 	         “Purchasing Members” has the meaning given that term in Section
11.2.
	 
	 	         “RCN Contributed Assets” mean those certain existing assets listed
in footnote 2 of Schedule 1.
	 
	 	         “RCN-Sub” means RCN Telecom Services of Massachusetts, Inc., a
Massachusetts corporation and wholly-owned subsidiary of RCN.
	 
	 	         “Redemption Price” has the meaning given that term in Section 5.3.
	 
	 	         “Regulations” means the final and temporary Income Tax Regulations
promulgated under the Code, as amended from time to time, and including
corresponding provisions of succeeding regulations.
	 
	 	         “Relevant Market” means those certain cities and towns, as set forth
on Exhibit F attached hereto.
	 
	 	         “Representative” has the meaning given that term in Section 7.2.
	 
	 	         “Respondent” has the meaning given that term in Section 7.8(e)(i).



11







 





		
	 	         “Rules” has the meaning given that term in Section 7.8(e)(i).
	 
	 	         “Second Appraiser” has the meaning given that term in Section 3.3(i).
	 
	 	         “Secretary of State” means the Secretary of State of the
Commonwealth of Massachusetts.
	 
	 	         “Selling Member’s Interest” has the meaning given that term in
Section 3.3.
	 
	 	         “Services” means the provision of data, voice, video, other
communications services, and the communications support of energy-related
customer services offered by BECO, to residential and commercial
customers in the Relevant Market or elsewhere.
	 
	 	         “Sharing Ratio” with respect to a particular Member means, at any
given time, the ratio of such Member’s specified Capital Account to the
aggregate specified Capital Account of all of the Members, as adjusted on
account of (a) Dispositions pursuant to Section 3.2 or pursuant to the
Exchange Agreement or (b) Capital Calls pursuant to Section 4.2 and 4.3,
provided, however, that investments in Class B Membership Interests
pursuant to Section 4.2(c) will not affect the Sharing Ratio of any
Member. The Sharing Ratio of each Member as of the Effective Date shall
equal the percentage set forth opposite such Member’s name on Schedule 1,
calculated in accordance with the terms hereof.
	 
	 	         “Tax Matters Partner” means such Member designated by Members
holding Sharing Ratios aggregating more than 50 %.
	 
	 	         “Term” shall have the meaning set forth in Section 2.7.
	 
	 	         “Third Appraiser” has the meaning given that term in Section
3.3(iv).
	 
	 	         “Third Party Sale” has the meaning given that term in Section
3.2(b)(v).
	 
	 	         “Third Value” has the meaning given that term in Section 3.3(iv).
	 
	 	         “Total Tranche Payment Amount” has the meaning given that term in
Section 5.1(a).
	 
	 	         “Tranche Maturity Date” has the meaning given that term in Section
5.1(a).
	 
	 	         “Unrealized Gain” or “Unrealized Loss” attributable to any item of
Company property means, as of any date of determination, the excess or
shortfall, respectively, of (a) the fair market value of such property as
of such date (as determined under Section 6.1(d)) over (b) the Carrying
Value of such property as of such date (prior to any adjustment to be
made pursuant to Section 6.1 (d) as of such date).



12







 

\



		
	 	         “Voluntary Liquidation” means a liquidation of all or a substantial
part of the assets of the Company pursuant to (i) a proceeding commenced
by the Company, or to which it has consented or acquiesced, seeking
liquidation, dissolution, or similar relief under any federal or state
law, including, without limitation, pursuant to the appointment, with the
consent or acquiescence of the Company, of a trustee, receiver, or
liquidator, or (ii) pursuant to the termination and dissolution of the
Company in accordance with Section 7.8(a)(iii), Section 12.1(c) and/or
Section 12.1(e).
	 
	 	         “Wholly Owned Affiliate” means as to any Entity, (i) an Affiliate
all of the equity interests of which are owned, directly or indirectly,
by a Member or by another Wholly Owned Affiliate of such Member or (ii)
an Affiliate which owns, directly or indirectly, all of the equity
interests of a Member.



         1.2     Other Definitions. Other terms defined herein have the meanings so
given them.


         1.3     Construction. Whenever the context requires, the gender of all words
used in this Agreement includes the masculine, feminine, and neuter. All
references to Articles and Sections refer to articles and Sections of this
Agreement, and all references to Schedules and Exhibits are to Schedules and
Exhibits attached hereto, each of which is made a part hereof for all purposes.


ARTICLE 2

ORGANIZATION



         2.1     Organization. The Company was organized on December 24, 1996 pursuant
to a Certificate of Organization filed in the office of the Secretary of the
Commonwealth of Massachusetts (as amended, the “Certificate”) and the Initial
LLC Agreement as of December 23, 1996 by and between RCN-Parent and BETG. On
June 17, 1997 RCN-Parent and BETG entered into an Amended and Restated
Operating Agreement and RCN-Parent assigned its Membership Interest to RCN-Sub
and BETG assigned its Membership Interest to BecoCom.


         2.2     Name. The name of the Company is “RCN-BecoCom, LLC” and all Company
business must be conducted in that name or such other names that comply with
applicable law as the Manager may select from time to time.


         2.3     Registered Office; Registered Agent; Principal Office in the United
States; Other Offices. The registered office of the Company in the Commonwealth
of Massachusetts shall be the initial registered office designated in the
Certificate or such other office (which need not be a place of business of the
Company) as the Members may designate from time to time in the manner provided
by law. The registered agent of the Company in the Commonwealth of
Massachusetts shall be the initial registered agent designated in the
Certificate, or such other Person or Persons as the Members may designate from
time to time in the manner provided by law. The principal office of the Company
in the United States shall be at 201 University Avenue, Westwood, Massachusetts
02090, or such other place(s) as the Members may designate from

13







 




time to time, which must be in the Commonwealth of Massachusetts. The
Company may have such other offices as the Members may determine appropriate.


         2.4     Purpose. Subject to Section 7.8, the business purpose of the Company
is (i) to create, lease and operate a network to provide the Services, (ii) to
market the Services to business and residential customers in the Relevant
Market, and (iii) to engage in and carry on any lawful business, purpose or
activity which is approved pursuant to Section 7.8 hereof not prohibited by the
Act or other applicable law.


         2.5     Company Powers.


                  (a) In furtherance of the business purpose specified in Section 2.4
hereof, but
subject to the limitations and restrictions set forth in this Agreement, the
Company shall be empowered to do or cause to be done, or omit to do or cause to
be done, any and all acts deemed to be necessary or advisable in furtherance of
the business purpose of the Company, including, without limitation, the power
and authority to:




		
	 	         (i) Have, maintain or close one or more offices within or
without the
Commonwealth of Massachusetts and in connection therewith to rent or
acquire office space and to engage personnel;
	 
	 	         (ii) Open, maintain and close bank and money market accounts,
including the power to draw checks or other orders for the payment of
moneys, and to invest such funds as are temporarily not required for
Company purposes in short-term investments;
	 
	 	         (iii) Bring and defend actions and proceedings at law or
equity before
any domestic or foreign governmental or regulatory authority, agency or
commission (each, a “Governmental Entity”);
	 
	 	         (iv) Have outstanding at any time any indebtedness (including
any
indebtedness of subsidiaries) for money borrowed, guarantee the
obligations of others or otherwise become contingently liable with
respect to any indebtedness or obligations of others (collectively,
“Company Debt”), and, in connection therewith, to grant security
interests, if and only if the Company Debt was incurred in connection
with, or for the purpose of entering into, the financing of the
operations of the business of or for other business purposes of the
Company; provided, that “Company Debt” shall, for purposes of this
Agreement, be deemed to include all interest, fees (including commitment,
guaranty and facility fees), expenses thereon and all other amounts due
in respect thereof;
	 
	 	         (v) Enter into, perform and carry out one or more contracts,
instruments and/or agreements of every kind, solely with RCN-Sub or any
of its Affiliates, pursuant to which RCN-Sub or any of its Affiliates
shall make one or more loans to the Company from time to time, in such
amounts and upon such reasonable terms and conditions as may be necessary
or desirable, as determined by the Representatives in their reasonable
discretion, to further the purposes of the Company;



14







 





		
	 	         (vi) Enter into, perform and carry out contracts and agreements of
every kind necessary or incidental to the accomplishment of the Company’s
purposes, and to take such other action in connection with the business
of the Company as may be necessary or desirable to further the purposes
of the Company; and
	 
	 	         (vii) Carry on any other activities necessary to, in
connection with, or
incidental to any of the foregoing or the Company’s business.



                  (b) Notwithstanding anything to the contrary set forth in Section 2.5(a),
the Company will not take any action, nor will any Member or officer or
employee of the Company take any action, which, in each such case, would cause
the Company, any Member or any Affiliate of a Member to be in violation of any
applicable statute, rule or regulation of any Governmental Entity.



         2.6     Foreign Qualification Governmental Filings. Prior to the Company’s
conducting business in any jurisdiction other than the Commonwealth of
Massachusetts, the Members shall cause the Company to comply, to the extent
procedures are available, with all requirements necessary to qualify the
Company as a foreign limited liability company in such jurisdiction. Each
Member shall execute, acknowledge, swear to and deliver all certificates and
other instruments conforming to this Agreement that are necessary or
appropriate to qualify, or, as appropriate, to continue or terminate such
qualification of, the Company as a foreign limited liability company in all
such jurisdictions in which the Company may conduct business.


         2.7     Term. The Company commenced on the date the Certificate for the
Company was filed with the Secretary of State, and shall continue in existence
until December 31, 2060 (the “Term”).


         2.8     No State-Law Partnership. The Members intend that the Company not be a
partnership or limited partnership, and that no Member be a partner of any
other Member, for any purposes other than federal, state and local income tax
purposes, and this Agreement shall not be construed to suggest otherwise.


         2.9     Activities of the Members. Except as expressly restricted by the Joint
Investment and Non-Competition Agreement, each Member and its Affiliates may
engage in or hold interests in other business ventures and activities of any
nature, including, without limitation, ventures and activities similar to those
of the Company, and neither the Company nor the other Members shall, by virtue
of this Agreement, have any interest or rights in or to such other ventures or
business or any liability or obligation with respect thereto.


ARTICLE 3

MEMBERS; DISPOSITIONS OF INTERESTS



         3.1     Members. The Members of the Company include any Person executing this
Agreement as of the date hereof as a member or hereafter admitted to the
Company as a member

15







 




as provided in this Article 3, including the Class A Members and the Class
B Members, but does not include any Person who has ceased to be a member in the
Company.


         3.2     Restrictions on the Disposition of an Interest.


                  (a) Any attempted Disposition by a Person of a Membership Interest,
or any
part thereof, other than in accordance with this Section 3.2, is void and the
Company shall not recognize it.



                  (b) Subject to the provisions of Section 3.2(c), (d), (e), and (f),
a Member may
Dispose of part or all of its Membership Interest provided that the Member who
wishes to Dispose of its Membership Interest (an “Offeror”) first offers such
Membership Interest (1) in the case of Class A Membership Interests, to each
other Member holding 25% or more of the outstanding Class A Membership
Interests, and (2) in the case of Class B Membership Interests, to all the
other Members (such offerees pursuant to (1) or (2) above, the “Offerees”); and
Disposes of such Membership Interest in accordance with the following
procedures:




		
	 	         (i) The Offeror shall give written notice of the material
terms of the
offer, including the price, terms of payment, Sharing Ratio, Investment
Percentage and Default Investment Percentage of such Offeror’s Membership
Interest offered, the Sharing Ratio, Investment Percentage and Default
Investment Percentage of all Membership Interests then held by the
Offeror, and, with respect to any Class B Membership Interests offered,
the dates and amounts of the capital contributions made in consideration
for such Class B Membership Interests, and the amortization schedules of
payments with respect thereto pursuant to Section 5.1 (an “Offer Notice”)
to the Offerees and the Company.




		
	 	         (ii) Each Offeree shall have 60 days, commencing with the date
on
which it has received the Offer Notice, to purchase all or part of its
proportionate share (to be determined by each Offeree’s Sharing Ratio or
by such other basis upon which the Offerees agree) of the Membership
Interest offered. Any Membership Interest which an Offeree does not elect
to purchase may be purchased by the other Offerees in a proportion equal
to that which such Offerees’ Sharing Ratios bear to each other.




		
	 	         (iii) An Offeree may exercise this election to purchase the
Membership Interest by giving the Offeror and the Company written notice
thereof within 30 days of such Offeree’s receipt of the Offer Notice, and
the Company shall then specify the date and time of the closing of the
purchase at the Company’s principal office, which shall be reasonably
acceptable to the Offeror and the Offerees, but shall not be later than
60 days following the Offerees’ receipt of the Offer Notice (unless the
Offerees and the Offeror agree upon another time and/or place of
closing).




		
	 	         (iv) At the closing, the purchasing Offerees (if any) shall
purchase the
Membership Interest at the price and on the terms set forth in the
Offer Notice, and the Offeror shall deliver such usual and customary
documents and instruments of transfer and conveyance.



16







 





		
	 	         (v) Should the Offerees fail to purchase all of the offered
Membership Interests specified in the Offer Notice, then the Offeror
shall not be required to Dispose of any of its Membership Interest to the
Offerees, but shall be permitted to Dispose of all (but not less than
all) of the offered Membership Interest specified in the Offer Notice to
a third party on terms no more favorable to the third party than the
terms set forth in the Offer Notice (a “Third Party Sale”), provided that
the Third Party Sale is consummated within 120 days of the date of the
Offer Notice.



                  (c) The Company may not recognize for any purpose any purported
Disposition of all or part of a Membership Interest unless and until the other
applicable provisions of this Section 3.2 have been satisfied and each
non-Disposing Member has received, on behalf of the Company, a document




		
	 	         (i) executed by both the Member effecting the Disposition and
the
Person to which the Membership Interest or part thereof is Disposed,
	 
	 	         (ii) including the notice address of any Person to be admitted
to the
Company as a Member and its agreement to be bound by this Agreement in
respect of the Membership Interest or part thereof being obtained,
	 
	 	         (iii) setting forth the Sharing Ratios, Investment Percentages and
Default Investment Percentages after the Disposition of the Member
effecting the Disposition and the Person to which the Membership Interest
or part thereof is Disposed (which together must total the sum of the
respective Sharing Ratios, Investment Percentages and Default Investment
Percentages of such Person and the Member effecting the Disposition
before the Disposition),
	 
	 	         (iv) containing representations and warranties by such Person
and such
Member that the Disposition was made in accordance with all applicable
laws and regulations (including securities laws) and
	 
	 	         (v) containing a condition to closing requiring a certificate,
dated as of
the date of the Disposition, duly executed by such Person, to the effect
that the representations and warranties in Section 3.2 are true and
correct with respect to that Person.



         Each Disposition complying with the provisions of this Section 3.2(c) is
effective as of the first day of the calendar month immediately succeeding the
month in which all requirements of this Section 3.2 have been met.


                  (d) Notwithstanding the foregoing, the provisions of this Section 3.2
shall not apply to any transfer from a Member to its Member Parent, or a Wholly
Owned Affiliate, provided that such transferee shall comply with all of the
requirements of Section 3.2(c) hereof.

17







 





                  (e) For the right of a Member to Dispose of a Membership Interest or any
part thereof and of any Person to be admitted to the Company in connection
therewith to exist or be exercised (if applicable), either (i) the Membership
Interest or part thereof subject to the Disposition or admission must be
registered under the Securities Act of 1933, as amended, and any applicable
state securities laws or (ii) the Company must receive a favorable opinion of
the Company’s legal counsel or of other legal counsel reasonably acceptable to
each non-Disposing Member to the effect that the Disposition or admission is
exempt from registration under those laws. Each non-Disposing Member, however,
may waive the requirements of this Section 3.2(e).



                  (f) The Member effecting a Disposition shall pay, or reimburse the Company
for, all costs incurred by the Company in connection with the Disposition or
admission (including, without limitation, the legal fees reasonably incurred in
connection with the legal opinions referred to in Section 3.2(e)) on or before
the 10th Business Day after the receipt of the Company’s invoice for the amount
due by that Person. If payment is not made by the date due, the Person owing
such amount shall pay interest on the unpaid amount from the date due until
paid at a rate per annum equal to the Default Interest Rate, and such amount
may be withheld from any future distributions.



                  (g) Notwithstanding any other provisions of this Agreement, effective
after December 31, 2009, if the Investment Percentage of any Member becomes
less than 15% (the “Minority Member”), then for so long as the Minority
Member’s Investment Percentage remains below 15% , the other Members (the
“Majority Members”) shall have the option to purchase, pro rata based on their
respective Investment Percentages, the Class A Membership Interest (not
including any Exchange Securities or Class B Membership Interests) of the
Minority Member. The Majority Members (or any one of them) may initiate
procedures to determine the Fair Market Value (as defined in Section 3.3) of
the Membership Interest to be purchased in the manner provided in Section 3.3
below. Within 30 days after such determination of Fair Market Value, the
Majority Members shall purchase, or elect (by notice given to the Minority
Member) not to purchase, the Class A Membership Interest of the Minority
Member. Once the Majority Members initiate procedures to determine Fair Market
Value, the option granted herein shall remain effective for 30 days after such
Fair Market Value is finally determined, regardless of whether, during such
time, the Minority Member’s Investment Percentage becomes 15% or greater. If
any of the Majority Members elect not to purchase their pro rata share of the
Minority Member’s Class A Membership Interest, the other Majority Members may
purchase such additional share, pro rata based on their respective Investment
Percentages.



         3.3     Change of Control. Upon any Change of Control of either RCN-Sub or
BecoCom, the Member subject to the Change of Control shall promptly give notice
thereof to the other Members and the Members not undergoing the Change of
Control who, in the aggregate, hold 50% or more of the outstanding Class A
Membership Interests, shall be entitled to, at any time within a 90-day period
following the later of such notice or the effective date of such Change of
Control, purchase, on a pro rata basis based upon the respective Sharing Ratios
(provided that, if any eligible Member elects not to participate in such
purchase, the other eligible, participating Members may purchase their pro rata
share), all but not less than all of the Class A Membership Interest of the
Member undergoing the Change of Control, not including any Exchange Securities
or Class B Membership Interest held by such Member or its
Affiliates

18







 




(the “Selling Member’s Interest”), at a purchase price equal to the Fair
Market Value of the Selling Member’s Interest determined as described below.
The “Fair Market Value”, as of the date of determination, of a Selling Member’s
Interest shall be determined (1) by mutual agreement of the participating
Members or (2) if no such agreement is reached within 10 days of the relevant
date of determination, as follows:



		
	 	         (i) Selection of Appraisers. The Member selling the Selling
Member’s Interest, on the one hand, and the purchasing Members, on
the other hand, each shall designate by written notice to the
Company and each other participating Member a firm of recognized
national standing familiar with appraisal techniques applicable to
assets of the type being evaluated to serve as an appraiser (an
“Appraiser”) pursuant to this Section 3.3 (the firms designated by
such Members being referred to herein as “First Appraiser” and the
“Second Appraiser,” respectively) within 15 business days after the
failure to reach agreement in accordance with the terms of clause
(1) above. In the event that either Appraiser is not designated
within the foregoing time period, the other Appraiser will serve as
the only Appraiser, and its appraisal will be binding on all
Members for purposes of this Section 3.3.
	 
	 	         (ii) Evaluation Procedures. Each Appraiser shall be directed
to determine the Fair Market Value of the Selling Member’s
Interest. Each Appraiser will also be directed to deliver a
certificate (an “Appraiser’s Certificate”) setting forth such
Appraiser’s valuation of the Selling Member’s Interest to each
participating Member on or before the 30th day after their
respective designation (the “Certificate Date”), upon the
conclusion of its evaluation, and each Appraiser Certificate once
delivered may not be retracted or modified in any respect. Each
Appraiser will keep confidential all information disclosed by the
Company in the course of conducting its evaluation, and, to that
end, will execute such customary documentation as the Company may
reasonably request with respect to such confidentiality obligation.
The Members will cooperate in causing the Company to provide each
Appraiser with such information within the Company’s possession
that may be reasonably requested in writing by the Appraiser for
purposes of its evaluation hereunder. Each participating Member
shall have full access to each Appraiser’s work papers. Each
Appraiser will be directed to comply with the provisions of this
Section 3.3, and to that end each party will provide to its
respective Appraiser a complete and correct copy of this Section
3.3 (and the definitions of capitalized terms used in this Section
3.3 that are defined elsewhere in this Agreement).
	 
	 	         (iii) Fair Market Value Determination. The Fair Market Value
of the Selling Member’s Interest shall be determined on the basis
of the Appraiser’s Certificates in accordance with the provisions
of this subparagraph (iii), provided, that there shall be no
“controlling interest premium” if the Selling Member’s Interest has
a Sharing Ratio of less than 66 2/3%, nor any “minority interest
discount” if the Selling Member’s Interest has a Sharing Ratio of
greater than 33 1/3%. The higher of the values set forth on the
Appraisers Certificates is



19







 





		
	 	hereinafter referred to as the “Higher Value,” and the lower
of such values is hereinafter referred to as the “Lower Value.” If
the Higher Value is not more than 110% of the Lower Value, the Fair
Market Value of the Selling Member’s Interest will be the
arithmetic average of the Higher Value and the Lower Value. If the
Higher Value is more than 110% of the Lower Value, a third
Appraiser shall be selected in accordance with the provisions of
subparagraph (iv) below, and the Fair Market Value of the Selling
Member’s Interest will be determined in accordance with the
provisions of subparagraph (v) below.
	 
	 	         (iv) Selection of and Procedures for Third Appraiser. If the
Higher Value is more than 110% of the Lower Value, within seven
days thereafter the First Appraiser and the Second Appraiser shall
agree upon and jointly designate a third Appraiser (the “Third
Appraiser”), by written notice to each participating Member. If the
First Appraiser and the Second Appraiser cannot agree upon a Third
Appraiser within seven days, the Third Appraiser shall be chosen by
the American Arbitration Association (“AAA”) in Boston,
Massachusetts. The First Appraiser and the Second Appraiser shall
direct the Third Appraiser to determine the Fair Market Value of
the Selling Member’s Interest (the “Third Value”) in accordance
with the provisions of subparagraph (ii) above, and to deliver to
the participating Members an Appraiser’s Certificate on or before
the 30th day after the designation of such Appraiser hereunder. The
Third Appraiser will be directed to comply with the provisions of
this Section 3.3, and to that end each of the parties will provide
to the Third Appraiser a complete and correct copy of this Section
3.3 (and the definitions of capitalized terms used in this Section
3.3 that are defined elsewhere in this Agreement).
	 
	 	         (v) Alternative Determination of Fair Market Value. Upon the
delivery of the Appraiser’s Certificate of the Third Appraiser, the
Fair Market Value of the Selling Member’s Interest will be
determined as provided in this subparagraph (v). The Fair Market
Value of the Selling Member’s Interest will be (w) the Lower Value,
if the Third Value is less than the Lower Value, (x) the Higher
Value, if the Third Value is greater than the Higher Value, (y) the
arithmetic average of the Third Value and either the Higher Value
or the Lower Value (whichever is closer to the Third Value) if the
Third Value falls within the range between (and including) the
Lower Value and the Higher Value and (z) the Third Value, if the
Lower Value and the Higher Value are equally close to the Third
Value.
	 
	 	         (vi) Costs. Each participating Member will bear the cost of
the Appraiser designated by it or on its behalf. If the Higher
Value is not more than 115% of the Lower Value, or if the Higher
Value and the Lower Value are equally close to the Third Value,
each participating Member shall bear 50% of the cost of the Third
Appraiser, if any; otherwise, the participating Member (or group of
participating Members, pro rata as per their Sharing Ratios), whose
Appraiser’s determination of the Fair Market Value of the Selling
Member’s Interest is further away from the Third Value shall bear
the entire costs of the



20







 





		
	 	Third Appraiser. The participating Members agree to pay when
due the fees and expenses of the Appraisers in accordance with the
foregoing provisions.
	 
	 	         (vii) Conclusive Determination. To the fullest extent provided
by law, the determination of the Fair Market Value of the Selling
Member’s Interest made pursuant to this Section 3.3 shall be final
and binding on the Company and the Members hereto, and such
determination shall not be appealable to or reviewable by any court
or arbitrator, but judgment on such determination may be entered in
any court having jurisdiction thereof; provided, however, that the
foregoing shall not limit a Member’s rights to seek arbitration of
the obligations of the other Members and the Company hereunder.



         3.4     Interests in a Member. Notwithstanding the foregoing, without the
prior express written consent of each other Member, no Member shall Dispose of
all or any part of its Membership Interest or Exchange Securities in such a
manner that, after such Disposition, (i) the Company would be considered to
have terminated within the meaning of Section 708 of the Code if such
termination would result in material adverse tax consequences to the
non-transferring Members, (ii) the Company would become an association taxable
as a corporation for federal income tax purposes, or (iii) the Company would
not have, or would be deemed to not have, at least two (2) members as required
pursuant to Sec. 2(5) of the Act.


         3.5     Liability to Third Parties. No Member shall have any personal
obligation for any liabilities of the Company, whether such liabilities arise
in contract, tort or otherwise, except to the extent that any such liabilities
are expressly assumed in writing by such Member; provided, however, that
nothing in this Section 3.5 shall be construed as an agreement by the Company
to indemnify or hold harmless any Member.


ARTICLE 4

CAPITAL CONTRIBUTIONS



         4.1     Capital Contributions; Schedule 1. RCN-Sub and BecoCom acknowledge and
agree that Schedule 1 attached hereto accurately sets forth, among other
things, their respective Capital Accounts, capital contributions in respect of
Class B Membership Interests, Investment Percentages, and Sharing Ratios as of
the Effective Date. Schedule 1 shall be updated from time to time by mutual
agreement of the Members to reflect changes in Schedule 1.


         4.2     Additional Capital Calls.


                  (a) Each Member shall be required to make payment when due, in proportion
to its respective Investment Percentage, of all of its share of the Capital
Calls set forth in the then annual Budget, as such may be amended from time to
time; provided, however, that nothing herein shall require the Company to make
any Capital Call, whether or not set forth in the then annual Budget; provided,
further, that in the event a Capital Call is made to enable the Company to make
any Monthly Installment with respect to any Class B Membership Interest, such
Capital

21







 





Call shall be made solely upon Members holding Class A Membership
Interests in proportion to their respective Sharing Ratios.


                  (b) In addition, subject to the limitations set forth in Section 7.8
hereof, upon 30 days prior written notice to the Members the Company may, from
time to time, issue Capital Calls, requiring the Members to make additional
contributions of capital to the Company in proportion to their respective
Investment Percentages. Capital Calls specifically referred to in any annual
Budget may be made by the chief executive officer of the Company. In
connection with any such Capital Call, the Company will identify the maximum
amount of “Capital Investments” (as such term is defined in Section 4.2(e))
made by the Company that have not previously been allocated to Class B
membership Interest made by NSTARCOM, which amount shall be specified by the
Company in good faith in such Capital Call. Until NSTARCOM reaches the
limitations on Class B membership set forth in Section 5.2, a portion of each
Capital Call shall be allocated to Capital Investments to the extent of
NSTARCOM’s contribution of capital (but not in excess of the maximum amount of
available Capital Investments as specified above), which portion shall be
allocated first to NSTARCOM’s contribution of capital in response to the
Capital Call. In the event the Company determines to utilize a larger portion
of any Capital Call for Capital Investments than was indicated in the notice
for such Capital Call, the Company shall promptly provide notice to NSTARCOM
and provide NSTARCOM with the ability to make an additional investment in Class
B Membership Interests equal to the amount of such difference.



                  (c) Notwithstanding any other provision of this Agreement, in the event at
any time, or from time to time, a Capital Call is issued and NSTARCOM is
required to make an additional capital contribution pursuant to Section 4.2(a)
or 4.2(b), or otherwise, then at the time NSTARCOM makes payment of its share
of such Capital Call, NSTARCOM shall designate in writing to the Company that
portion of such payment which is an investment in Class A Membership Interests,
if any, and that portion of such payment which is an investment in Class B
Membership Interests (a “Class B Investment Tranche”), if any, subject to the
limitations set forth in Section 5.2; provided, however, that if, at the time
NSTARCOM makes such payment, NSTARCOM shall fail to make such designations, as
provided herein, or shall fail to designate 100% of such payment, then such
payment (or undesignated portion thereof) shall be conclusively deemed to have
been invested in Class A Membership Interests; provided, further, however, that
to the extent such payment (or portion thereof), whether or not designated in
writing to the Company as an investment in Class B Membership Interests, is in
excess of the limitations set forth in Section 5.2, it shall be conclusively
deemed to have been invested in Class A Membership Interests.



                  (d) The amounts invested in Class A Membership Interests pursuant to
Section 4.2 hereof shall increase the Capital Accounts of the Members investing
in such interests in accordance with the terms of this Agreement. In addition,
upon any investment in Class A or Class B Membership Interests pursuant to
Section 4.2 hereof, the Sharing Ratios and Investment Percentages shall be
recalculated (and such recalculated Sharing Ratios and Investment Percentages
shall thereafter apply for all purposes of this Agreement) in accordance with
the respective definitions of Investment Percentage and Sharing Ratio set forth
in Section 1.1 hereof.

22







 





                  (e) If NSTARCOM shall elect to make any investments in Class B Membership
Interests, then the proceeds of such investment shall be used exclusively to
finance the acquisition, construction or improvement of any fixed or capital
assets, including capital lease obligations and any indebtedness assumed in
connection with the acquisition of any such assets or secured by a lien on any
such assets prior to the acquisition thereof, and extensions, renewals and
replacements of any such indebtedness that do not increase the outstanding
principal amount thereof (“Capital Investments”); provided the acquisition or
the completion of such construction or improvement shall have occurred after
such investment or no earlier than 270 days prior to such investment. Any such
proceeds which are not eligible to be used in accordance with the foregoing
shall, at the option of NSTARCOM, be returned to NSTARCOM or treated as an
investment in a Class A Membership Interest.



         4.3     Failure to Pay a Capital Call.


                  (a) If any Member fails to make payment when due of all or any portion of
its share of a Capital Call (a “Delinquent Member”), the secretary of the
Company shall give written notice of the failure to such Delinquent Member,
with a copy to all other Members. If the Delinquent Member fails to pay the
amount due within 10 days following receipt of notice, the secretary shall
promptly give notice of such failure to the other Members. At any time within
15 days following receipt of such notice, then, unless the Members other than
the Delinquent Member (“Nondelinquent Members”) elect to make capital
contributions in accordance with Section 4.3(b) hereof, (i) the amount
contributed by each Nondelinquent Member pursuant to the Capital Call shall be
treated as a loan to the Company for a term to be specified by such
Nondelinquent Member, bearing interest payable quarterly at the Default
Interest Rate and (ii) each Nondelinquent Member may make an additional loan to
the Company for a term to be specified by such Nondelinquent Member, also
bearing interest payable quarterly at the Default Interest Rate, in an amount
equal to all or any portion of the unpaid contribution. If two or more Members
desire to provide funds under clause (ii) of the preceding sentence, the total
amount of funds provided shall be allocated among such Members in the same
proportion as such Members’ then current Sharing Ratios bear to each other or
in such other manner as they may agree.



                  (b) If a Nondelinquent Member so elects, then in lieu of making loans to
the Company in accordance with Section 4.3(a) hereof, (A) the amount
contributed by such Nondelinquent Member pursuant to the Capital Call shall be
treated as a contribution to the capital of the Company in exchange for an
additional Class A Membership Interest in the Company and (B) each
Nondelinquent Member may make an additional contribution of capital to the
Company in exchange for an additional Class A Membership Interest in the
Company in an amount equal to all or any portion of the unpaid contribution. If
two or more Members desire to make capital contributions under clause (B) of
the preceding sentence, the total amount of capital to be contributed shall be
allocated among such Members in the same proportion as such Members’ then
current Investment Percentages bear to each other or in such other manner as
they may agree.



                  (c) The amounts contributed pursuant to Section 4.3(b) hereof shall
increase the Capital Accounts of the contributing Members in accordance with
the terms of this Agreement.

23







 





In addition, the Sharing Ratios and Investment Percentages shall be
recalculated (and such recalculated Sharing Ratios and Investment Percentages
shall thereafter apply for all purposes of this Agreement) in accordance with
the respective definitions of Investment Percentage and Sharing Ratio set forth
in Section 1.1 hereof.


                  (d) Notwithstanding any other provision of this Agreement, if a Person’s
Capital Account ever equals $1 and such Person fails to make payment to the
Company of its entire share of the Company’s next Capital Call, then such
Person’s Investment Percentage and Sharing Ratio shall each equal zero % ; upon
the payment of $1 to such Person, such Person’s Class A Membership Interest and
all rights hereunder as a Class A Member shall be extinguished. To the extent
such Person holds Class B Membership Interests, such Person’s rights as a Class
B Member shall continue as provided in this Agreement.



         4.4     Return of Contributions. Except as otherwise provided in Article 5, a
Member is not entitled to the return of any part of its Capital Contributions
or to be paid interest in respect of either its Capital Account or its Capital
Contributions. Except as otherwise provided in Article 5, an unrepaid Capital
Contribution is not a liability of the Company or of the other Members. A
Member is not required to contribute or to lend any cash or property to the
Company to enable the Company to return the other Members’ Capital
Contributions.


ARTICLE 5

RIGHTS AND LIMITATIONS OF CLASS B MEMBERSHIP INTERESTS



         5.1     Rights of Class B Membership Interests. In addition to the other
rights specifically set forth in this Agreement, the Class B Membership
Interests shall have the following rights:


                  (a) The Company shall pay to each holder of a Class B Membership Interest,
in accordance with the terms of Section 5.1(b) below, in respect of each Class
B Investment Tranche contributed by such holder, in total an amount (the “Total
Tranche Payment Amount”) equal to the sum of the principal amount of such Class
B Investment Tranche contributed, together with the Aggregate Preferred Return
Amount, calculated from the date such Class B Investment Tranche is contributed
or deemed by such holder and the Company to be contributed (such date, the
“Class B Investment Date”), up to and including the date that is the fifteenth
(15th) anniversary of such Class B Investment Date (the “Tranche Maturity
Date”). For purposes of this Agreement, the Aggregate Preferred Return Amount
shall mean, with respect to each Class B Investment Tranche, an amount equal to
the aggregate total amount of all Preferred Return payments payable with
respect thereto in accordance with the terms of Section 5.1(b) below.



                  (b) Each Total Tranche Payment Amount shall be payable in one hundred
eighty (180) monthly installments (each a “Monthly Installment”) commencing on
the first Business Day of the first full calendar month following the
respective Class B Investment Date, each such installment to equal 1.84% of the
Class B Investment Tranche, which installment shall represent a repayment of a
portion of the principal of the Class B Investment Tranche and the payment of a
Preferred Return thereon, in accordance with the payment schedule set forth on
Schedule 3

24







 





attached hereto. For purposes of this Agreement, “Preferred Return” shall
mean, with respect to each Monthly Installment, the sum of (i) the “Interest”
portion of such installment, plus (ii) the “Management Fee” portion of such
installment, as such portions are identified and set forth on Schedule 3.


                  (c) In the event of an Involuntary Liquidation of the Company, the holders
of each Class B Membership Interest shall be entitled to receive the amounts in
respect of such Class B Membership Interest as set forth in Section
12.2(b)(iv).



                  (d) In the event a Voluntary Liquidation of the Company, the holders of
each Class B Membership Interest shall be entitled to receive from the Company
the aggregate unpaid Total Tranche Payment Amount with respect to such Class B
Membership Interests, provided, however, that if the obligation to continue
paying the Total Tranche Payment Amounts as provided in Section 5.1(a) and
5.1(b) shall be assumed in writing by the Guarantors under the Guaranty, then
the Company shall be discharged from such obligation.



                  (e) The Company shall not alter or amend this Agreement or any of the
terms or provisions hereof, absent the written consent of the Majority Class B
Members, if the effect of such alteration or amendment (i) would alter the
terms or liquidation preference of the Class B Membership Interests of the
Company (including those set forth in Section 12.2(b)(iv) of this Agreement),
or (ii) would alter the terms and provisions of this Article 5 including,
without limitation, the amount and timing of the payments of principal and
Preferred Return with respect to the Class B Membership Interests. The Company
and the Members shall treat the Class B Membership Interests as subordinated
debt for all financial accounting and tax reporting purposes.



         5.2     Limitation on Amount of Class B Investments. Notwithstanding anything
to the contrary set forth in this Agreement, the maximum total outstanding
principal amount of all Class B Investment Tranches with respect to outstanding
Class B Membership Interests shall not exceed One Hundred Million Dollars
($100,000,000) in the aggregate.


         5.3     Right to Call Class B Membership Interests. Notwithstanding anything
to the contrary set forth in this Agreement, upon the eighth (8th) anniversary
of the first monthly payment to any Class B Member pursuant to Section 5.1,
above, and from time to time thereafter, RCN-Sub or its designee shall have the
option, but not the obligation, in its sole discretion, to purchase all or any
portion of the outstanding Class B Membership Interests, for a purchase price
(the “Redemption Price”) equal to the net present value of any and all unpaid
Total Tranche Payment Amounts with respect thereto, discounted to the date of
repayment on a monthly basis using an annual discount rate of 12%. Such option
shall be exercised by RCN-Sub or its designee by delivery of a written notice
to each Member holding a Class B Membership Interest which states the amount of
the Class B Membership Interest to be purchased and sets forth in reasonable
detail the calculation of the aggregate purchase price therefor. The closing
of such purchase shall take place at a date mutually agreed between RCN-Sub and
each Member holding a Class B Membership Interest which is to be purchased,
which shall in any event be within (30) days of such Member’s receipt of such
written notice.


25







 


         5.4     Default. The Company shall be in default of its obligations under this
Section with respect to Class B Membership Interests if the Company shall fail
to pay any amounts due under Section 5.1 (an “Event of Default”).


         5.5     Remedy upon Event of Default. Upon (i) the occurrence of an Event of
Default, and (ii) the Company’s failure to cure such Event of Default within
three (3) business days of the Company’s receipt of written notice (a “Default
Notice”) from any Class B Member of such Event of Default, then for so long as
such Event of Default shall be uncured and continuing, such Class B Member
shall immediately have the rights as provided in this Section 5.5.


                  (a) The Class B Member shall have the voting and management rights
set
forth in the following specified sections of this Agreement, determined by
substituting the term “Default Investment Percentage” for the term “Sharing
Ratio” in each of the specified paragraphs and sentences of such following
sections:




	 	 	 
	(i)	 	
7.2 Representatives (first sentence).
	
	
	
	

	(ii)	 	
7.3 Place of Meeting of
Representatives (first sentence).
	
	
	
	

	(iii)	 	
7.4 Regular Meetings of
Representatives (first and second sentences).
	
	
	
	

	(iv)	 	
7.7 Manner of Acting and Adjournment
of Members (first sentence).
	
	
	
	

	(v)	 	
7.8 Fundamental Business Actions
(first sentence).
	
	
	
	

	(vi)	 	
7.10 Business Plan; Budget (paragraph (c)).
	
	
	
	

	(vii)	 	
10.2 Fiscal Year (first sentence).
	
	
	
	

	(viii)	 	
10.3 Statements and Reports (first and second sentences).
	
	
	
	

	(ix)	 	
12.1 Termination and Dissolution
(paragraph (c) and first sentence of the last
paragraph).
	
	
	
	

	(x)	 	
12.2 Liquidation (paragraph (e)).
	
	
	
	

	(xi)	 	
13.7 Amendment or Modification
(first sentence).



                  (b) Interest shall accrue on any Monthly Installment not paid when due at
a rate equal to 10% per annum, from the date of receipt of the Default Notice
until the date of payment; provided, however, that if the Company shall have
received an aggregate of two (2) such Default Notices during the immediately
preceding thirty-six (36) month period, interest shall accrue from the date of
any subsequent Event of Default until the date of payment. In no event shall
the interest rate applicable to any Class B Investment Tranche exceed the
highest lawful rate of interest applicable to such Class B Investment Tranche
(the “Maximum Rate”). If, from any circumstances, interest would otherwise be
payable on any Class B Investment Tranche in excess of interest computed at the
Maximum Rate, an amount equal to any excessive interest shall be applied to
reduction of the principal amount of such Class B Investment Tranche and not to
the payment of interest. If such excessive interest exceeds the unpaid amount
of such Class B Investment Tranche, then the holder of such Class B Membership
Interest in respect thereto shall refund such excess to the Company.



26







 



ARTICLE 6

MEMBER ACCOUNTS; ALLOCATIONS OF PROFIT AND LOSS; DISTRIBUTIONS



         6.1     Capital Accounts.


                  (a) A Capital Account shall be established and maintained for each
Member
in accordance with the rules of Section 1.704-1(b)(2)(iv) of the Regulations.
Such Capital Account shall be increased by (i) the amount of cash and the Net
Agreed Value of all property transferred to the Company as Capital
Contributions with respect to such Member’s Class A Membership Interest
pursuant to this Agreement and (ii) the amount of Net Income allocated to the
Member pursuant to Article 6 hereof, and decreased by (iii) the amount of cash
and the Net Agreed Value of all actual and deemed distributions of cash or
property made with respect to such Class A Membership Interest pursuant to this
Agreement and (iv) the amount of Net Loss allocated to the Member pursuant to
Article 6 hereof.



                  (b) A transferee of a Membership Interest shall succeed to a pro
rata portion of
the Capital Account of the transferor relating to the Membership Interest so
transferred; provided, however, that, if the transfer causes a termination of
the Company under Section 708(b)(1)(B) of the Code, the rules under the
Regulations promulgated under Section 708 of the Code shall govern the
treatment of the Company and the Members upon a termination of the Company
pursuant to Section 708 of the Code.



                  (c) Capital Accounts shall be adjusted, in a manner consistent with
this
Section 6.1, to reflect any adjustments in items of the Company’s income, gain,
loss or deduction that result from amended returns filed by the Company or
pursuant to an agreement by the Company with the Internal Revenue Service or a
final court decision.



         6.2     Allocations for Capital Account and Tax Purposes.


                  (a) Net Income and Net Losses. After giving effect to the special
allocations
set forth in Section 6.2(b), Net Income and Net Loss for each taxable period
shall be allocated as set forth below.




		
	 	         (i) Net Income shall be allocated between the Members in the
following manner:




		
	 	         (A) First, to each Member having a deficit balance in its
Capital Account, in the proportion that such deficit balance bears
to the total deficit balances in the Capital Accounts of all
Members, until each such Member has been allocated Net Income equal
to any such deficit balance in its Capital Account;




		
	 	         (B) Second, to the Members previously allocated Net Loss under
Section 6.2(a)(ii)(A) and 6.2(a)(ii)(B) pro rata to the extent of
such Net Loss previously allocated and not otherwise previously
recouped under Section 6.2(a)(i)(A) or this Section 6.2(a)(i)(B);



27







 





		
	 	         (C) Third, to the Members in accordance with their respective
Sharing Ratios.




		
	 	         (ii) Net Loss shall be allocated to the Members in the following
manner:




		
	 	         (A) First, to the Members in proportion to, and to the extent
of, the positive balances in their respective Capital Accounts; and
	 
	 	         (B) Second, the balance, if any, to RCN-Sub.



                  (b) Special Allocations. Notwithstanding any other provision of this
Section 6.2, the following special allocations shall be made in the following
order:




		
	 	         (i) Company’s Minimum Gain Chargeback. Notwithstanding any other
provision of this Section 6.2, if there is a net decrease in Minimum Gain
attributable to Company’s Nonrecourse Liabilities during any Company
taxable period, each Member shall be allocated items of Company income
and gain for such period (and, if necessary, subsequent periods) in the
manner and amounts provided in Sections 1.704-2(f)(1) and (6),
1.704-2(g)(2) and 1.704-1(j)(2)(i) of the Regulations, or any successor
provisions. For purposes of this Section 6.2(b), each Member’s Capital
Account balance shall be determined, and the allocation of income or gain
required hereunder shall be effected, prior to the application of any
other allocations pursuant to this Section 6.2(b) with respect to such
taxable period (other than allocations pursuant to Sections 6.2(b)(v) and
6.2(b)(vi)). This Section 6.2(b)(i) is intended to comply with the
“partnership minimum gain chargeback” requirement in Section 1.704-2(f)
of the Regulations and shall be interpreted consistently therewith.
	 
	 	         (ii) Chargeback of Member Nonrecourse Debt Minimum Gain.
Notwithstanding the other provisions of this Section 6.2 (other than
Section 6.2(b)(i)), except as provided in Section 1.704-2(i)(4) of the
Regulations, if there is a net decrease in Minimum Gain attributable to
Member Nonrecourse Debt during any Company taxable period, any Member
with a share of Minimum Gain attributable to such Member Nonrecourse Debt
at the beginning of such taxable period shall be allocated items of
Company income and gain for such period (and, if necessary, subsequent
periods) in the manner and amounts provided in Sections 1.704-2(i)(4) and
1.704-2(j)(2)(ii) of the Regulations, or any successor provisions. For
purposes of this Section 6.2(b)(ii), each Member’s Capital Account
balance shall be determined, and the allocation of income or gain
required hereunder shall be effected, prior to the application of any
other allocations pursuant to this Section 6.2(b), other than Sections
6.2(b)(i), 6.2(b)(v) and 6.2(b)(vi), with respect to such taxable period.
This Section 6.2(b)(ii) is intended to comply with the chargeback of
items of income and gain requirement in Section 1.704-2(i)(4) of the
Regulations and shall be interpreted consistently therewith.
	 
	 	         (iii) Qualified Income Offset. In the event any Member unexpectedly
receives any adjustments, allocations or distributions described in
Sections 1.704-1(b)(2)(ii)(d)(4), 1.704-1(b)(2)(ii)(d)(5), or
1.704-1(b)(2)(ii)(d)(6) of the Regulations, items of Company



28







 





		
	 	income and gain shall be specially allocated to such Member in an
amount and manner sufficient to eliminate, to the extent required by the
Regulations promulgated under Section 704(b) of the Code, its Adjusted
Capital Account Deficit created by such adjustments, allocations or
distributions as quickly as possible unless such deficit balance is
otherwise eliminated pursuant to Section 6.2(b)(i) or (ii).
	 
	 	         (iv) Gross Income Allocations. In the event any Member has a deficit
balance in its Capital Account at the end of any Company taxable period
in excess of the amount such Member is deemed to be obligated to restore
pursuant to the penultimate sentences of Regulations Section
1.704-2(g)(1) and Section 1.704-2(i)(5) (or, in the case of RCN-Sub, is
obligated to restore pursuant to paragraph (ix) below), such Member shall
be specially allocated items of Company gross income and gain in the
amount of such excess as quickly as possible; provided, that an
allocation pursuant to this Section 6.2(b)(iv) shall be made only if and
to the extent that such Member would have a deficit balance in its
Capital Account in excess of the amount such Member is obligated to
restore after all other allocations provided for in this Section 6.2(b)
have been tentatively made as if this Section 6.2(b)(iv) were not in this
Agreement.
	 
	 	         (v) Company Nonrecourse Deductions. Company Nonrecourse Deductions
for any taxable period shall be allocated to the Members in accordance
with their respective Sharing Ratios. If the Members determine in their
good faith discretion that the Company’s Nonrecourse Deductions must be
allocated in a different ratio to satisfy the safe harbor requirements of
the Regulations promulgated under Section 704(b) of the Code, the Members
are authorized to revise the prescribed ratio to the numerically closest
ratio that does satisfy such requirements.
	 
	 	         (vi) Member Nonrecourse Deductions. Member Nonrecourse Deductions
for any taxable period shall be allocated 100% to the Member that bears
the Economic Risk of Loss with respect to the Member Nonrecourse Debt to
which such Member Nonrecourse Deductions are attributable in accordance
with Section 1.704-2(i) of the Regulations. If more than one Member bears
the Economic Risk of Loss with respect to a Member Nonrecourse Debt, such
Member Nonrecourse Deductions attributable thereto shall be allocated
between or among such Members in accordance with the ratios in which they
share such Economic Risk of Loss.
	 
	 	         (vii) Code Section 754 Adjustments. To the extent an adjustment to
the adjusted tax basis of any Company asset pursuant to Section 734(b) or
743(b) of the Code is required, pursuant to Section 1.704-1(b)(2)(iv)(m)
of the Regulations, to be taken into account in determining Capital
Accounts, the amount of such adjustment to the Capital Accounts shall be
treated as an item of gain (if the adjustment increases the basis of the
asset), or loss (if the adjustment decreases such basis), and such item
of gain or loss shall be specially allocated to the Members in a manner
consistent with the manner in which their Capital Accounts are required
to be adjusted pursuant to such Section of the Regulations.



29







 





		
	 	         (viii) Any special allocations of items of income or gain pursuant
to Section 6.2(b)(iii) or (iv) shall be taken into account in computing
subsequent allocations pursuant to Section 6.2(a) so that, for each
Member, the net amount of any such special allocations and all
allocations pursuant to Section 6.2(a) shall, to the extent possible, be
equal to the net amount that would have been allocated to such Member
pursuant to the provisions of Section 6.2(a) without application of
Section 6.2(b)(iii) or (iv).
	 
	 	         (ix) In the event of a “liquidation” within the meaning of Section
1.704-1(b)(2)(ii)(g) of the Treasury Regulations, RCN-Sub shall
contribute to the capital of the Company the amount necessary to restore
any deficit balance in its Capital Account to zero in compliance with
Regulations Section 1.704-1(b)(2)(ii)(b)(3). The foregoing obligation
shall be deemed satisfied in full by payments to Class B Members in
satisfaction of all obligations under the Guaranty of RCN-Parent and
RCN-Sub, of even date herewith (the “Guaranty”), and such payments will
be treated for tax purposes as having been contributed to the Company by
RCN-Sub and distributed from the Company to the Class B Members. This
Section 6.2(ix) shall be enforceable solely by the Class B Members and
shall not entitle any Person, other than the Class B Members, to any
rights, claims or remedies of any kind.



                  (c) Special Rules.




		
	 	         (i) It is intended that (a) the Capital Accounts be maintained at
all times in accordance with Section 704 of the Code and applicable
Regulations, (b) the Capital Accounts be increased or decreased by any
items required by the Regulations under Section 704(b) of the Code to
increase or decrease, respectively, a Member’s Capital Account, and (c)
the provisions hereof relating to the Capital Accounts be interpreted in
a manner consistent therewith. The Company and the Members shall report
consistently with the allocations of items pursuant to this Section 6.2
for all tax purposes.
	 
	 	         (ii) All items of income, gain, loss, depreciation, amortization and
cost recovery deductible in respect of Contributed Property for federal
income tax purposes shall be allocated among the Members in the manner
provided under Section 704(c) of the Code that takes into account the
variation between the Agreed Value of such property and its adjusted tax
basis at the time of contribution. In the event that the Carrying Value
of any Company asset is adjusted pursuant to paragraph (b) of the
definition of Carrying Value hereof, subsequent allocations of income,
gain, loss and deduction with respect to such asset shall take account
any variation between the adjusted tax basis of such asset and its
Carrying Value in the same manner as under Section 704(c) of the Code and
the Regulations thereunder.
	 
	 	         (iii) Company Nonrecourse Liabilities. For purposes of Section
1.752-3(a)(3) of the Regulations, the Members agree that Company
Nonrecourse Liabilities in excess of the sum of (A) the amount of Minimum
Gain attributable to Company Nonrecourse Liabilities and (B) the total
amount of taxable gain, if any, that would be allocated to the Members
under Section 704(c) of the Code if the Company were to dispose of all
Company assets (in a taxable transaction) subject to one or more Company



30







 





		
	 	Nonrecourse Liabilities in full satisfaction thereof shall be
allocated among the Members in accordance with their respective Sharing
Ratios.



                  (d) Preferred Return Payments. Payments of any Preferred Return
pursuant to Section 5.1, to any holder of a Class B Membership Interest shall
be treated as interest payments. Deductions attributable to such interest
payments shall be specially allocated to the holders of Class A Membership
Interests in accordance with their respective Sharing Ratios.



ARTICLE 7

MANAGEMENT



         7.1     Management by the Members. The business and affairs of the Company
shall be managed by the Members, subject to the binding effect of the
Management Agreement. The Members shall delegate authority to such officers,
employees, agents and/or representatives of the Company as they may from time
to time deem appropriate; provided, however, that for as long as the Sharing
Ratio of BecoCom is at least 33 1/3%, BecoCom shall be entitled to (i) appoint
a qualified individual to serve as the Company’s chief financial officer; and
(ii) appoint one full-time staff member serving the Company in an operational
capacity. Notwithstanding the immediately preceding sentence, in the event
RCN-Sub or an Affiliate of RCN-Sub is not the manager under the Management
Agreement, and for so long as the Sharing Ratio of RCN-Sub is at least 33 1/3%,
RCN-Sub shall be entitled to (A) appoint a qualified individual to serve as a
senior executive officer of the Company; and (B) appoint one full-time staff
member serving the Company in an operational capacity. Any delegation of
authority to take any action must be approved in the same manner as would be
required for the Members to directly approve such action. No Member shall take
any action in the name of or on behalf of the Company, including without
limitation assuming any obligation or responsibility on behalf of the Company,
unless such action, and the taking thereof by such Member, shall have been
expressly authorized by the Members or shall be expressly and specifically
authorized by this Agreement.


         7.2     Representatives. The Members shall designate an aggregate of three
representatives (each, a “Representative”), pro rata in accordance with their
respective Sharing Ratios rounded to the nearest whole number, to take any
action required to be taken by Members hereunder and to serve as an operating
committee. Such appointment shall be effected by written notice given to the
Company and to each of the other Members. In the event any Member appoints more
than one Representative, each other Member may rely on the action of any
Representative as constituting the actions of its Member. Each such
representative shall be an officer or employee or former employee of a Member
or an Affiliate thereof.


         7.3     Place of Meeting of Representatives. The Representatives may hold
their meetings at such place or places within or outside the Commonwealth of
Massachusetts as the Members holding Sharing Ratios aggregating at least 66 2/3% may from time to time determine or as may be designated in the notice calling
the meeting. If a meeting place is not so designated, the meeting shall be held
at the Company’s principal office. Representatives may participate by means of
a conference telephone or similar communications equipment by means of which
all persons participating can hear each other, and such participation shall
constitute presence in person at the meeting.


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         7.4     Regular Meetings of Representatives. Regular meetings of the
Representatives may be held without notice at such time and place as shall be
designated from time to time by resolution of Members holding Sharing Ratios
aggregating at least 66 2/3% , but such meetings shall be held at least
monthly through December 1998 unless otherwise specified by the Members. If the
date fixed for any such regular meeting is a Saturday, Sunday or legal holiday
under the laws of the state where such meeting is to be held, then the meeting
shall be held on the next succeeding business day or at such other time as may
be determined by resolution of Members holding Sharing Ratios aggregating at
least 66 2/3%. At such meetings the Representatives shall transact such
business as may properly be brought before the meeting.


         7.5     Special Meetings of Representatives. Special meetings of the
Representatives may be called by any Member or by the chief executive officer
of the Company. Notice of each such meeting shall be given to each
Representative by telephone, telecopy, telegram or similar method (in which
case notice shall be given at least three days before the time of the meeting)
or sent by first-class mail (in which case notice shall be given at least three
days before the meeting), unless otherwise specified by the Representatives.
Each such notice shall state the time, place and purpose of the meeting to be
so held.


         7.6     Representative Compensation; Reimbursement. Representatives shall
receive no compensation for performing their duties under this Agreement;
provided, however, that one Representative of each of the Members shall be
entitled to receive, out of Company funds available therefor, reimbursement of
all amounts expended by such Representative in payment of reasonable expenses
incurred by such Representative in attending meetings of the Representatives.


         7.7     Manner of Acting and Adjournment of Members. Any action of the Members
shall require the affirmative vote (in person, by proxy or by written consent)
by the Representatives of Members holding a majority of the Sharing Ratios of
all Members, unless otherwise required in this Agreement.


         7.8     Fundamental Business Actions. Notwithstanding anything to the contrary
set forth in this Agreement, for as long as BecoCom’s Sharing Ratio is at least
33 1/3% the actions set forth below (“Fundamental Business Actions”) may not
be taken by the Company without the affirmative vote or consent of Members
holding Sharing Ratios aggregating at least 66 2/3%; Fundamental Business
Actions shall be categorized as follows:


                  (a) Category A Fundamental Business Actions (“Category A Fundamental
Business Actions”) shall mean:




		
	 	         (i) a merger, consolidation or reorganization of the Company
or a disposition of substantially all of its assets;
	 
	 	         (ii) the issuance by the Company of any equity or equity-like
instruments including effecting an initial public offering of
equity securities;



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	 	         (iii) Voluntary Liquidation, voluntary dissolution or
voluntary winding-up of the Company, except as specifically
provided in Section 12.1, or voluntary initiation by and with
respect to the Company of bankruptcy or similar proceedings;
	 
	 	         (iv) amendments to the Company’s Certificate of Organization,
this Agreement, or any of the Basic Agreements,
	 
	 	         (v) expansion of the operations of the Company beyond the
Services; or
	 
	 	         (vi) any acquisition of any other business which has a
purchase price of $1,000,000 or more.




		
	 	         (b) Category B Fundamental Business Actions (“Category B Fundamental
Business Actions”) shall mean:




		
	 	         (i) individual capital expenditures in excess of 25% of the
amount set forth for such capital expenditures in the Budget during
any fiscal year;
	 
	 	         (ii) capital commitments in aggregate in excess of 25% of the
amount set forth in the Budget during any fiscal year;
	 
	 	         (iii) transactions with Affiliates in excess of $50,000
singularly or $500,000 in the aggregate in any fiscal year (except
as set forth in the Basic Agreements);
	 
	 	         (iv) incurrence of Company Debt in excess of $5,000,000 in the
aggregate;
	 
	 	         (v) guarantees made by the Company involving matters in excess
of $5,000,000 in the aggregate;
	 
	 	         (vi) annual expenditures that exceed the amount set forth in
the Budget by more than 33% during any fiscal year;
	 
	 	         (vii) appointment of and any change in the auditors of the
Company;
	 
	 	         (viii) the granting of any lien to secure any debt to any
Member or any Affiliate of a Member; or
	 
	 	         (ix) except as otherwise provided in Sections 5.1 and 12.2,
any distribution of cash or other assets to the Members.




		
	 	         (c) Upon the occurrence of a dispute of any matter under this
Section 7.8, the



33







 





		
	 	Members shall first use their good faith efforts to resolve such matter in a
mutually satisfactory manner. If, after seven days from the date on which any
Member notifies the other Members that a dispute exists, the Members cannot
reach a mutually satisfactory solution, the Members shall resolve such matter
as provided herein:




		
	 	         (i) Each Member shall immediately refer the matter to its
chief
executive officer for resolution of the matter.
	 
	 	         (ii) Should the chief executive officers of the respective
Members fail
to resolve the matter within 20 days from such referral, the matter shall
be considered a deadlock event (a “Deadlock Event”), and shall be
resolved in accordance with the provisions of paragraph (d) or (e) below,
as the case may be.



                  (d) In the event of any Deadlock Event arising from a Category A
Fundamental Business Action, the parties agree that such Deadlock Event will
not be referred to any court but that one or more Members shall purchase the
entire Membership Interest of the other Member (not including Exchange
Securities held by such Member or its Affiliates) in accordance with the
provisions of this Section 7.8(d).




		
	 	         (i) Any Member (the “Disputing Member”) may submit a notice (a
“Dispute Notice”) to the other Members (the “Other Members”) within 60
days of the date the matter becomes a Deadlock Event. The Dispute Notice
shall set forth, in reasonable detail, the nature of the dispute and the
price (the “Dispute Price”) at which the Disputing Member is willing to
either sell its Membership Interest to the Other Members or purchase all
Membership Interests from the Other Members.




		
	 	         (ii) The Dispute Price shall be determined by selecting a
price for the
entire Company, and pro-rating such price by the Sharing Ratio of the
Membership Interest to be purchased or sold.




		
	 	         (iii) Within 30 days after the Other Members’ receipt of the
Dispute
Notice, the Other Members will signify in writing their election, whether
to buy the Disputing Member’s Membership Interest at the Dispute Price or
to sell their Membership Interest at the Dispute Price. If the Other
Members fail to make such election within such 30 day period, the
Disputing Member may, within 15 days thereafter, elect to buy the Other
Members’ Membership Interests.




		
	 	         (iv) Each Member agrees to execute and deliver all deeds,
assignments,
releases, agreements, receipts or other documents necessary to consummate
the transfer of the Membership Interests being sold and delivered upon
payment by the purchasing Member of the consideration provided for in the
Dispute Notice.
	 
	 	         (v) The closing of the purchase and sale pursuant to this
Section 7.8(d)
shall occur no later than 30 days following the receipt of the election
by the Disputing Member or the Other Members, as the case may be.



34







 






                  (e) In the event of any Deadlock Event arising from a Category B
Fundamental
Business Action or pursuant to Section 7.10(b)(iii), the parties agree that
such Deadlock Event will not be referred to any court but will be referred to
binding arbitration, and the provisions of this Section 7.8(e) shall apply.




		
	 	         (i) The arbitration shall be governed by the AAA Commercial
Arbitration Rules (the “Rules”), as modified by this Section 7.8(e), and
by the United States Arbitration Act, 9 U. S. C. §§ 1 et seq. (the
“Arbitration Act”). Any conflict between the Rules and the Arbitration
Act shall be decided in favor of the Rules. The Member wishing to submit
such matter to arbitration shall, within seven days of the date the
matter in dispute becomes a Deadlock Event, give written notice (the
“Notice”) to the other Member (the “Respondent”) of its intention to
arbitrate. The place of the arbitration shall be Boston, Massachusetts.
The arbitration shall be conducted, and the final resolution of the
Deadlock Event (the “Award”) shall be rendered by one arbitrator (the
“Arbitrator”) to be mutually selected by the Members. If the Members
cannot agree to a mutually acceptable Arbitrator within seven days of
Respondent’s receipt of the Notice, the Arbitrator shall be selected in
accordance with rule 13 of the Rules.




		
	 	         (ii) All hearings shall be held within 30 days following the
appointment of the Arbitrator. At a time designated by the Arbitrator,
each party shall simultaneously submit to the Arbitrator and exchange
with each other its final proposed Award, and in rendering the final
Award, the Arbitrator shall be limited to choosing the Award proposed by
either of the parties without modification. The Arbitrator shall issue
the final Award no later than 15 days from the completion of the
hearings. The Award of the Arbitrator shall be final and binding.
Judgment on any Award may be entered in any court having jurisdiction
thereof.




		
	 	         (iii) To the extent that the parties are permitted under this
Section
7.8(e) to pursue a judicial remedy in aid of arbitration, each party
consents and submits to the non-exclusive jurisdiction of and venue in
the federal courts located in Boston, Massachusetts (or, in case such a
federal court does not have jurisdiction, the state courts located in
Boston, Massachusetts). Each party consents to service of the notice of
arbitration, and any other paper in the arbitration, by registered mail
or personal delivery at its address specified in Section 13.3 hereof.
Nothing in this subsection (iii) shall limit the jurisdiction of other
courts for purposes of enforcement of a final arbitral Award.




		
	 	         (iv) The fact that any party has invoked the provisions of
this Section
7.8(e) shall be considered to be confidential information under Section
13.9 of this Agreement and shall not relieve either party of any
obligations it may otherwise have to continue performance in accordance
with the provisions of this Agreement.




		
	 	         (v) This agreement to arbitrate a Deadlock Event in accordance
with
this Section 7.8(e) and any Award made hereunder shall be binding upon
the successors and assigns and any trustee or receiver of each Member.



         7.9     Indemnification.

35







 




                  (a) Subject to paragraph (c) below, the Company shall indemnify,
defend and
hold harmless any Person who was or is a party or is threatened to be made a
party to any threatened, pending or completed action, suit or proceeding,
whether civil, criminal, administrative or investigative (other than an action
by or on behalf of a Member), by reason of the fact that he is or was a
Representative or officer of the Company, or is or was an officer of the
Company serving at the request of the Company as a manager, director, officer,
employee or agent of another Entity against expenses (including reasonable
attorneys’ fees), judgments, fines and amounts paid in settlement actually and
reasonably incurred by him in connection with such action, suit or proceeding
if he acted in good faith and in a manner he reasonably believed to be in or
not opposed to the best interests of the Company, and, with respect to any
criminal action or proceeding, had no reasonable cause to believe his conduct
was unlawful. The termination of any action, suit or proceeding by judgment,
order, settlement, conviction, or upon a plea of nolo contendere or its
equivalent, shall not, of itself, create a presumption that the Person did not
act in good faith and in a manner which he reasonably believed to be in or not
opposed to the best interests of the Company, and, with respect to any criminal
action or proceeding, had reasonable cause to believe that his conduct was
unlawful.



                  (b) Subject to paragraph (c) below, the Company shall indemnify any
Person
who was or is a party or is threatened to be made a party to any threatened,
pending or completed action, suit or proceeding by or on behalf of a Member to
procure a judgment in its favor by reason of the fact that he is or was a
Representative or officer of the Company, or is or was an officer of the
Company serving at the request of the Company as a manager, director, officer,
employee or agent of another Entity against expenses (including reasonable
attorneys’ fees) actually and reasonably incurred by him in connection with the
defense or settlement of such action or suit if he acted in good faith and in a
manner he reasonably believed to be in or not opposed to the best interests of
the Company; except that no indemnification shall be made in respect of any
claim, issue or matter as to which such person shall have been adjudged to be
liable unless and only to the extent that the court in which such action or
suit was brought shall determine upon application that, despite the
adjudication of liability but in view of all the circumstances of the case,
such person is fairly and reasonably entitled to indemnity for such expenses
which the court shall deem proper.



                  (c) Any indemnification under this Section 7.9 (unless ordered by a
court)
shall be made by the Company only as authorized in the specific case upon a
determination that indemnification of the Representative or officer is proper
in the circumstances because he has met the applicable standard of conduct set
forth in paragraphs (a) or (b) above. Such determination shall be made (i) by a
majority vote of the disinterested Members, or (ii) if the Members so direct,
by independent legal counsel in a written opinion. Notwithstanding the
foregoing, to the extent, however, that a Representative or officer of the
Company has been successful on the merits or otherwise in defense of any
action, suit or proceeding described above, or in defense of any claim, issue
or matter therein, he shall be indemnified against expenses (including
reasonable attorneys’ fees) actually and reasonably incurred by him in
connection therewith, without the necessity of authorization in the specific
case.



                  (d) For purposes of any determination under this Section 7.9, a
person shall be

36







 





deemed to have acted in good faith and in a manner he reasonably believed to be
in or not opposed to the best interests of the Company, or, with respect to any
criminal action or proceeding, to have had no reasonable cause to believe his
conduct was unlawful, if his action is based on the records or books of account
of the Company or another enterprise, or on information supplied to him by the
officers of the Company or another enterprise in the course of their duties, or
on the advice of legal counsel for the Company or another enterprise or on
information or records given or reports made to the Company or another
enterprise by an independent certified public accountant or by an appraiser or
other expert selected with reasonable care by the Company or another
enterprise. The term “another enterprise” as used in this paragraph (d) shall
mean any Entity which such person is or was serving at the request of the
Company.


                  (e) Notwithstanding the foregoing, any Representative or officer may
apply to
any court of competent jurisdiction in the Commonwealth of Massachusetts for
indemnification to the extent otherwise permissible under paragraphs (a) and
(b) above by reason of the fact that he has met the applicable standard of
conduct. If successful, in whole or in part, the Representative or officer
seeking indemnification shall also be entitled to be paid the expense of
prosecuting such application.



                  (f) Expenses incurred by a Representative or officer in defending or
investigating a threatened or pending action, suit or proceeding shall be paid
by the Company in advance of the final disposition thereof upon receipt of an
undertaking to repay such amount if it shall ultimately be determined that he
is not entitled to be indemnified by the Company as authorized in this Section
7.9.



                  (g) The indemnification and advancement of expenses in this Section
7.9 shall
not be deemed exclusive of any other rights which may apply, it being the
policy of the Company that indemnification of the persons specified in
paragraphs (a) and (b) above shall be made to the fullest extent permitted by
law. The provisions of this Section 7.9 shall not preclude the indemnification
of any person who is not specified herein but whom the Company has the power or
obligation to indemnify under the Act, or otherwise.



                  (h) The Company may purchase and maintain insurance on behalf of the
persons specified in Section 7.9(a) against any liability asserted against him
and incurred by him in any such capacity, or arising out of his status as such,
whether or not the Company would have the power or the obligation to indemnify
him under this Section 7.9.



                  (i) The indemnification and advancement of expenses provided by this
Section 7.9 shall, unless otherwise provided when authorized or ratified,
continue as to a person who has ceased to be a Representative or officer and
shall inure to the benefit of the heirs, executors and administrators of such a
person.



                  (j) Except for proceedings to enforce rights to indemnification
(which shall be
governed by paragraph (e) above), the Company shall not be obligated to
indemnify any Representative or officer in connection with a proceeding (or
part thereof) initiated by such person unless such proceeding (or part thereof)
was authorized or consented to by the Members.

37







 





         7.10     Business Plan; Budget. (a) The Members shall cause to be prepared an
annual business plan for the Company for each year during the Term. Each
business plan shall include (i) an operating budget, (ii) a budget for capital
expenditures, (iii) a budget for capital contributions required from the
Members (collectively, the “Budget”), (iv) sales and marketing plan, (v)
financial pro forma balance sheet, income statement and statement of cash
flows, and (vi) performance milestones (collectively, a “Business Plan”). Each
Budget shall set forth the operations of the Company (including provision for
employee incentive compensation, employee benefits and compensation pursuant to
the Management Agreement) between January 1 to December 31 of the applicable
year and shall be prepared by the manager (the “Manager”) of the Company
(pursuant to the terms of the Management Agreement). The Budget and Business
Plan shall be approved by the Members in accordance with the terms of Section
7.7.


                  (b) Upon the occurrence of an Event of Default, and for so long as such
Event of Default shall be uncured and continuing:




		
	 	         (i) The Budget and Business Plan shall be approved by
the Members in accordance with the terms of this Section 7.10(b).
A preliminary budget shall be delivered to the Members by the
Manager no later than October 15 of the previous year. The Manager
shall consult with Members, as it deems appropriate, in the process
of preparing such preliminary budget. Each Member shall thereafter
have 30 days to review the preliminary budget and to propose
revisions. The Manager and each Member shall then have an
additional 30 days to resolve any differences in and to finalize
the Budget. If, after such an additional 30 day period, any Member
continues to object to any line item of such preliminary budget,
such Member may deliver written notice (the “Budget Dispute
Notice”) to the Manager, specifying in reasonable detail its
objections. Any Member who does not submit a Budget Dispute Notice
within the given time shall be deemed to have accepted the
preliminary budget in its entirety, which then shall become the
Budget.
	 
	 	         (ii) If a Member submits a Budget Dispute Notice, the matter
shall be referred to the chief executive officers of the respective
Members for resolution.
	 
	 	         (iii) Should the chief executive officers of the respective
Members fail to resolve the matter within 20 days after such
referral, the matter shall be considered a Deadlock Event, to be
resolved in accordance with the provisions set forth in Section
7.8(e). Pending the resolution of such Deadlock Event, all line
items not in dispute in the preliminary budget shall take effect
and the actual amounts spent on the disputed line items in the
previous year will be in effect, as if restated in the new Budget,
for those line items in dispute.
	 
	 	         (iv) At such time as all disputes on the preliminary budget
have been resolved, the preliminary budget as so resolved shall
become the Budget.




38








 



                  (c) Once approved as provided in Section 7.10(a) or 7.10(b), as
applicable, (i) the Budget may not be revised without the approval of Members
with Sharing Ratios aggregating at least 66 2/3%; and, (ii) the methodology for
allocation of overhead in each Business Plan shall be that utilized in the most
recent one-year Business Plan of the Company, unless an alternative allocation
method shall be agreed to by the Members with Sharing Ratios aggregating at
least 66 2/3%.



ARTICLE 8

RIGHTS OF MEMBERS



         8.1     Access to Information. In addition to the other rights specifically
set forth in this Agreement, each Member shall have access to all information
to which a Member is entitled to have access pursuant to the Act, and, each
Member who has an investment in Membership Interests in an aggregate amount of
not less than $25 million, shall have access to such other information
regarding the Company and its business and its subsidiaries, as may reasonably
be requested from time to time. The foregoing provisions of this Section 8.1
notwithstanding, the Manager may withhhold or redact from any such access any
information, statements or reports that contain confidential or proprietary
information of the Company, if the Member requesting such access or information
is in competition with the Company and its business, provided that such Member
has an Investment Percentage less than 25%. For purposes of this Agreement, a
Member shall be deemed to be “in competition with the Company and its business”
if it shall directly or indirectly own, operate, manage, be employed by, be an
agent of, act as a consultant for, financially support or have a proprietary
interest in, any enterprise or business which provides Services in the Relevant
Market.


         8.2     Audits. Each Member who has an investment in Membership Interests in
an aggregate amount of not less than $25 million, shall have the right to
conduct, or cause to be conducted, from time to time, but in any case no more
than once in any calendar year, an audit of the books and records of the
Company. Such audit shall be conducted during normal business hours in a
manner so as not to disrupt the normal business operations of the Company. The
Member conducting, or causing to be conducted, the audit shall bear the entire
expense of the audit.


ARTICLE 9

TAXES



         9.1     Tax Returns. The Tax Matters Partner shall cause to be prepared and
filed all necessary federal and state income tax returns for the Company,
including making the elections described in Section 9.2. Each other Member
shall furnish to the Tax Matters Partner all pertinent information in its
possession relating to the Company operations that is necessary to enable the
Company’s income tax returns to be prepared and filed. The Tax Matters Partner
shall prepare all federal and state tax returns on a timely basis and shall
furnish to each other Member copies of returns that are actually filed,
promptly after their filing.


         9.2     Tax Elections. The Company shall make such elections on tax returns as
are deemed appropriate by the Tax Matters Partner. It is the intent of the
Members that the


39







 




Company be treated as a Partnership for federal income tax
purposes and, to the extent permitted by applicable law, for state and local
franchise and income tax purposes, and the Company will make any election to
achieve that status. Neither the Company nor any Member may make an election
for the Company to be excluded from the application of the provisions of
subchapter K of chapter 1 of subtitle A of the Code or any similar provisions
of applicable state or local law, and no provisions of this Agreement
(including, without limitation, Section 2.8) shall be construed to sanction or
approve such an election.


         9.3     Tax Matters Partner. The Tax Matters Partner shall take such action
as may be necessary to cause each other Member to become a “notice partner”
within the meaning of section 6223 of the Code. The Tax Matters Partner shall
inform each other Member of all significant matters that may come to its
attention in its capacity as tax matters partner by giving notice thereof on or
before the fifth Business Day after becoming aware thereof and, within that
time, shall forward to each other member copies of all significant written
communications it may receive in that capacity. The Tax Matters Partner may
take any action contemplated by Sections 6222 through 6232 of the Code without
the consent of each other Member, but this sentence does not authorize the Tax
Matters Partner to take any action left to the determination of an individual
Member under Sections 6222 through 6232 of the Code.


ARTICLE 10

BOOKS, RECORDS, REPORTS, AND BANK ACCOUNTS



         10.1     Accounting. The Company will maintain books and records for tax
purposes in accordance with federal income tax accounting principles utilizing
the accrual method of accounting, and for accounting purposes in accordance
with GAAP. In addition, the Company shall cause to be prepared with respect to
each fiscal year of the Company financial statements based on GAAP. Appropriate
records will be kept so that upon each closing of the Company books it is
possible to determine, among other items defined in this Agreement, (i) the
amount of capital (whether in cash or as a Contributed Asset) actually
contributed by each Member; (ii) the amount of cash or other property
distributed to each Member; (iii) the effect of all Company items of profit,
loss, income, gain, loss, deduction or credit on each Member’s Capital Account;
and (iv) all pertinent expenses and cash disbursement accounts.


         10.2     Fiscal Year. Except as may be otherwise determined by Members holding
Sharing Ratios aggregating at least 66 2/3% , the fiscal year of the Company
shall be the twelve months ending December 31 of each year. Notwithstanding the
foregoing, the taxable year of the Company shall be determined in accordance
with Code Section 706(b).


         10.3     Statements and Reports. As soon as practicable, but in no event later
than 90 days after the close of each fiscal year of the Company, the Company
will cause to be prepared and will have furnished to each of the Members, with
respect to such period, (i) a profit and loss statement, (ii) a statement of
cash flows, (iii) a Company balance sheet as of the close of such period, and
(iv) such other statements showing in reasonable detail each Member’s interest
in each of the items described in Section 10.1. The foregoing statements will
be prepared in accordance with GAAP, consistently applied, and audited by an
independent certified public


40







 




accounting firm of national reputation which shall
be designated by Members holding Sharing Ratios aggregating at least 66 2/3%,
and the cost of preparing the statements and of each such audit will be paid
for by the Company. In addition, unaudited quarterly financial reports and
updates with respect to the Company’s business shall be prepared and furnished
to each Member as soon as practicable after the end of each fiscal quarter, but
in no event later than 45 days following the close of each fiscal quarter.
Upon the third anniversary of the Effective Date, the Manager, at his option,
may terminate or reduce the above-referenced statements and reports with
respect to any Member who does not maintain an investment in Membership
Interests in an aggregate amount of not less than $25 million. The foregoing
provisions of this Section 10.3 notwithstanding, the Manager, at any time after
the Effective Date, may withhold or redact any information, statements or
reports that contain confidential or proprietary information of the Company,
which if disclosed to a third party not under an obligation of confidentiality
to the Company, in the reasonable opinion of the Manager, could materially
adversely affect the Company, its finances, customers, prospects or business.


         10.4     Inspection. The Company shall maintain or cause to be maintained
complete and accurate books and records with respect to its business. All books
of account and all other records of the Company including an executed
counterpart of this Agreement and all amendments hereto will at all times be
kept at the Company’s principal place of business. Any Member and its
representatives shall have the right to inspect the books and records of the
Company. The Company shall provide, during regular business hours, access to
the facilities, systems and books and records of the Company to the extent
reasonably necessary for such inspection. Whenever any such inspection is
conducted by any Member and its representatives, such Member shall advise the
other Members and permit the other Members and their representatives to be
present during such audit. Upon the third anniversary of the Effective Date,
the Manager, at his option, may terminate or reduce the above-referenced
inspection rights with respect to any Member who does not maintain an
investment in Membership Interests in an aggregate amount of not less than $25
million. The foregoing provisions of this Section 10.4 notwithstanding, the
Manager may withhold or redact from any such access any information, statements
or reports that contain confidential or proprietary information of the Company,
if the Member requesting such access or information is “in competition with the
Company and its business” (as the phrase is defined in Section 8.1) and such
Member owns less than a 25% Investment Percentage.


         10.5     Bank Accounts. The Company shall maintain appropriate accounts at one
or more financial institutions for all funds of the Company. Such accounts
shall be used solely on the business of the Company. Withdrawal from such
accounts shall be made only upon the signature of those persons authorized by
the Members.


ARTICLE 11

WITHDRAWAL, EXPULSION, BANKRUPTCY, ETC.



         11.1     Withdrawal. Each Member agrees that it will not resign or withdraw
from the Company without the consent of each other Member. If a Member attempts
or purports to resign or withdraw from the Company in breach of this Section
11.1, the other Members may (i)


41







 




 recover damages from such breaching Member,
including, without limitation, the reasonable cost of obtaining replacement of
the services that such breaching Member is obligated to perform (if any), (ii)
seek specific performance of such breaching Member’s obligations to the Company
(and each Member hereby waives any defense that money damages would be a
satisfactory remedy for such breach), (iii) pursue any other remedies available
under applicable law, if any, and (iv) effect recovery of damages by offsetting
those damages against the amount otherwise distributable to such Member.


         11.2     Bankrupt Members. This Section 11.2 shall apply if any Member becomes
a Bankrupt Member. In such event, the other Members (the “Purchasing Members”),
shall have the option (but not the obligation), exercisable by notice to the
Bankrupt Member (or its representative) at any time prior to the 90th day after
receipt of notice or obtaining actual knowledge of the occurrence of the event
causing such Member to become a Bankrupt Member, to buy or cause their designee
to buy, and on the exercise of this option the Bankrupt Member (or its
representative) shall sell, its Membership Interest (not including any Exchange
Securities held by the Bankrupt Member or its Affiliates). The purchase shall
be made by the Purchasing Members in proportion to their respective Sharing
Ratios at the relevant time. The purchase price shall be an amount equal to the
fair market value of the Membership Interest determined by agreement by the
Bankrupt Member (or its representative) and the Purchasing Members; however, if
those Persons do not agree on the fair market value on or before the 30th day
following the exercise of the option, such fair market value shall be
determined by an independent appraiser mutually satisfactory to the Bankrupt
Member and the Purchasing Members (without any “controlling interest premium”
if the Bankrupt Member’s Membership Interest has a Sharing Ratio of less than
66 2/3%, nor any “minority interest discount” if the Bankrupt Member’s
Membership Interest has a Sharing Ratio of greater than 33 1/3%. The
Purchasing Members shall pay the fair market value as so determined in four
equal cash installments, the first due on closing and the remainder (together
with accumulated interest on the amount unpaid at the General Interest Rate)
due on each of the first three anniversaries of the closing. The payment to be
made to the Bankrupt Member or its representative under this Section 11.2 is in
complete liquidation and satisfaction of all the rights and interest of the
Bankrupt Member and its representative (and of all Persons claiming by,
through, or under the Bankrupt Member and its representative) in and in respect
of the Company, including, without limitation, any Membership Interest, any
rights in specific Company property, any rights with respect to the management,
control or operation of the Company and any rights against the Company and
(insofar as the affairs of the Company are concerned) against the Members.


ARTICLE 12

TERMINATION, DISSOLUTION AND LIQUIDATION OF THE COMPANY



         12.1     Termination and Dissolution.


                  Except as provided below in this Section 12.1, the Company shall terminate
and dissolve upon the earliest to happen of any of the following events:




	 	(a)	 	The expiration of its Term;



42







 







	 	(b)	 	The Company shall have only one Member;
	 
	 	(c)	 	A decision approved by Members holding Sharing Ratios
aggregating at least 66 2/3% to dissolve the Company;
	 
	 	(d)	 	The death, insanity, retirement, resignation, expulsion, bankruptcy or
dissolution of a Member;
	 
	 	(e)	 	A sale of all or substantially all of the assets of the
Company; or
	 
	 	(f)	 	The happening of any other event, act or omission
causing the dissolution
of the Company under the Act or any other laws of the
Commonwealth of Massachusetts.



         The dissolution of the Company shall be effective on the day on which the
event occurs giving rise to the dissolution, unless (and only if and to the
extent permitted by the Act), Members holding Sharing Ratios aggregating at
least 66 2/3% elect to continue the Company in the manner provided by the Act.
Any necessary certificate of dissolution shall be filed under the Act upon the
dissolution and the commencement of winding up of the Company; provided,
however, that the Company shall not terminate until the assets of the Company
have been distributed as provided in Section 12.2.


         12.2     Liquidation.


                  (a) As soon as practicable after the dissolution of the Company, the
Liquidator (as defined in Section 12.2(e)) shall notify Members of such fact and
shall prepare a plan as to whether and in what manner the assets of the Company shall be
liquidated.



                  (b) The Liquidator shall take full account of the Company’s assets
and liabilities.
The Company’s assets shall be liquidated as promptly as is consistent with
obtaining the fair market value thereof and after the allocation of Net Income
or Net Loss in accordance with Article 6 above, the proceeds of liquidation
shall be applied and distributed in the following order and priority:




		
	 	         (i) First, to secured creditors (including Members and their
Affiliates)
in accordance with the priority of their security interests;
	 
	 	         (ii) Next, to the payment of debts and liabilities of the Company to
general unsecured creditors;
	 
	 	         (iii) Next, to the establishment of any reserves which are reasonably
necessary for contingent, unmatured, unliquidated, disputed, or
unforeseen liabilities and obligations of the Company;



43







 







		
	 	         (iv) Next, (i) in the event such liquidation is an Involuntary
Liquidation or as otherwise may be required pursuant to Section 5.1(d),
to the Class B Members holding then outstanding Class B Membership
Interests, a payment equal to the outstanding principal amount of the
Class B Investment Tranche with respect to such Class B Membership
Interests, together with the accrued and unpaid Preferred Returns with
respect thereto as of the date of such liquidation (collectively, the
“Involuntary Liquidation Amount”) or, (ii) in the event such Liquidation
is a Voluntary Liquidation, to the Class B Members holding then
outstanding Class B Membership Interests, a payment equal to the
aggregate unpaid Total Tranche Payment Amount with respect to such Class
B Membership Interests, provided, however, that if the obligation to
continue paying the Total Tranche Payment Amounts as provided in Section
5.1(a) and 5.1(b) shall be assumed in writing by the Guarantors under the
Guaranty, then the Company shall be discharged from such obligation;
	 
	 	         (v) Last, to the Class A Members in proportion to the positive
balances
in their respective Capital Accounts.



                  (c) The amount of any reserves established pursuant to Section
12.2(b)(iii) above shall be determined with the approval of the Members who are, or may
be, liable for any liabilities or obligations of the Company for which such
reserves are being established. If any or all of the amount of the reserves are
no longer required by the Company and become available for distribution to the
Members, such amounts shall be distributed to the Members in accordance with
Section 12.2(b)(iv) and (v) above.



                  (d) Distributions to Members pursuant to this Section 12.2 may be made
pursuant to a trust established for the benefit of the Members for the purpose
of liquidating the assets of the Company, collecting amounts owed to the
Company, and paying any contingent or unforeseen liabilities or obligations of
the Company. The assets of any such trust shall be distributed to the Members
from time to time, in the reasonable discretion of the Liquidator, in the same
proportions as would have applied pursuant to this Agreement to liquidating
distributions by the Company to the Members.



                  (e) For the purposes of this Agreement, the “Liquidator” shall be
appointed by the Members from among their number; provided, however that if upon the
dissolution of the Company there is no Member willing or permitted to serve as
Liquidator, the trustee, receiver or other fiduciary who is appointed or is
otherwise authorized by consent of Members holding Sharing Ratios aggregating
at least 66 2/3% to act on behalf of the Company in its dissolution, winding
up and liquidation, shall act as liquidator.



ARTICLE 13

GENERAL PROVISIONS



         13.1     Representations. Each Member hereby represents and warrants to the
Company and each other Member that on the date hereof (except in the case of
subsections (d) and (f) which shall be as of June 17, 1997):


44







 


                  (a) If such Member is not a natural person, it is duly organized,
validly existing and in good standing under the laws of its jurisdiction of
organization and is duly qualified to conduct business in all jurisdictions
where such qualification is required.



                  (b) It has the power and authority (corporate or otherwise) to
execute, deliver and perform its obligations under this Agreement. Such execution, delivery and
performance have been duly authorized by all necessary action on the part of
such Member and do not and will not contravene the organizational documents of
such Member or conflict with, result in a breach of, or entitle any party (with
due notice or lapse of time or both) to terminate, accelerate or call a default
with respect to, any agreement or instrument to which such Member is a party or
by which such Member is bound. The execution, delivery and performance by such
Member of this Agreement will not result in any violation by such Member of any
law, rule or regulation applicable to such Member. Such Member is not a party
to, nor subject to or bound by, any judgment, injunction or decree of any court
or other Governmental Entity which may restrict or interfere with the
performance of this Agreement by such Member. This Agreement is a valid and
binding obligation of such Member enforceable against such Member in accordance
with its terms, except that (i) such enforcement may be subject to bankruptcy,
insolvency, reorganization, moratorium or other similar laws now or hereafter
in effect relating to creditors’ rights generally and (ii) the remedy of
specific performance and injunctive relief may be subject to equitable defenses
and to the discretion of the court before which any proceeding therefor may be
brought.



                  (c) Except as set forth on Schedule 13.1(c), no consent, waiver,
approval,
authorization or order of, or registration, qualification or filing with, any
court or other Governmental Entity is required for the execution, delivery and
performance by such Member of this Agreement and the consummation by such
Member of the transactions contemplated hereby. No consent or waiver of any
party to any contract to which such Member is a party or by which it is bound
is required for the execution, delivery and performance by such Member of this
Agreement.



                  (d) Such Member is acquiring the Membership Interest hereunder for
its own
account for investment and not with a view to the distribution thereof, and
such Member shall not offer to sell or otherwise dispose of any of the
Membership Interests so acquired by it in violation of the registration
requirements of the Securities Act or applicable state securities laws. Such
Member has such knowledge and experience in financial, business and tax matters
that such Member is capable of evaluating the merits and risks relating to such
Member’s Membership Interest and is capable of bearing the risk of loss of its
entire investment in the Company.



                  (e) There is no action, suit, grievance, arbitration or proceeding
pending or, to
the knowledge of such Member, threatened against or affecting such Member at
law or in equity, before any federal, state, municipal or other governmental
court, department, commission, board, arbitrator, bureau, agency or
instrumentality which prohibits or impairs its ability to execute and
deliver this Agreement or the other Basic Agreements or to consummate any of
the transactions contemplated hereby or thereby. To the knowledge of such
Member, it has not received written notice of any pending or threatened
investigation, inquiry or review by any Governmental Entity.



45







 





                  (f) No broker, finder or investment banker is entitled to any
brokerage,
finder’s or other fee or commission, or to the reimbursement of any of its
expenses, in connection with the transactions contemplated by this Agreement
based upon arrangements made by it or on its behalf.



                  (g) Such Member has no obligation or agreement, either actual or
contingent,
to share any portion of its interest in the Company with any Person.



                  (h) Such Member is not a Holding Company or otherwise subject to
regulation under PUHCA and the execution and delivery of the Basic Agreements
do not cause such Member to become a Holding Company or otherwise subject to
PUHCA.



         13.2     Additional Representations of RCN-Sub. RCN-Sub hereby represents and
warrants to the Company and BecoCom that on June 17, 1997:


                  (a) RCN-Sub has the full and unrestricted right and authority to
contribute the
RCN Contributed Assets to the Company.



                  (b) RCN-Sub has marketable title to all of the RCN Contributed Assets,
free and clear of all liens and encumbrances of any nature. Notwithstanding the
foregoing, with respect to the RCN-Sub’s interest as a lessee under any of the
premises and locations included in the RCN Contributed Assets, RCN-Sub has the
unrestricted right to assign such interests to the Company (or if the consent
of any lessor of any such premises is required to permit such assignment, such
consent has been obtained in writing on or prior to the date hereof).



                  (c) All items of equipment included in the RCN Contributed Assets,
including
without limitation, the “Cable TV Headend” and the “Telephone Switch”
referenced on Schedule 1 hereto, are (i) in good operating condition and order,
reasonable wear and tear excepted, (ii) are suitable to provide their intended
functions and (iii) comply in all material respects with all applicable laws,
rules and regulations.



                  (d) All specifications and other technical information relating to
all items of
equipment included in the RCN Contributed Assets, including, without
limitation, the “Cable TV Headend” and the “Telephone Switch” referenced on
Schedule 1 hereto, have been provided by RCN-Sub to BecoCom.



         13.3     Offset. Whenever the Company is to pay any sum to any Member, any
amounts such Member owes the Company may be deducted from that sum before
payment.


         13.4     Notices. All notices, request and other communication hereunder shall
be deemed to have been duly delivered, given or made to or upon any party
hereto if in writing and delivered by hand against receipt, or by certified or
registered mail, postage prepaid, return
receipt requested, or to a courier who guarantees next Business Day
delivery or sent by telecopy or facsimile (with confirmation) to such party at
its address set forth below or to such other


46







 




 address as such party may at any
time, or from time to time, direct by notice given in accordance with this
Section 13.4.



	 	if to RCN-Sub:




	 	RCN Telecom Services of Massachusetts, Inc.

201 University Avenue

Westwood, Massachusetts 02090

Fax: (617) 267-3499

Attention: General Manager




	 	and




	 	RCN Corporation

105 Carnegie Center

Princeton, New Jersey 08540

Fax: (609) 734-0974 and (609) 734-3830

Attention: Jeffrey White and John J. Jones, Esq.




	 	if to NSTARCOM:




	 	c/o NSTAR

800 Boylston Street

Boston, Massachusetts 02199

Fax: (617) 424-2733

Attention: Richard S. Hahn, Vice President

Neven Rabadjija, Esq., Legal Counsel




	 	with a copy to:




	 	Ropes & Gray

One International Place

Boston, Massachusetts 02110

Fax: (617) 951-7050

Attention: David A. Fine, Esq. and Kendrick Chow, Esq.



The date of delivery of any such notice, request or other communication shall
be the earlier of (i) the date of actual receipt or (ii) three Business Days
after such notice, request or other communication is sent if sent by certified
or registered mail, (iii) if sent by courier who guarantees next Business Day
delivery, the Business Day next following the day such notice, request or other
communication is actually delivered to the courier or (iv) the day actually
telecopied.


47







 


         13.5     Entire Agreement; Supersedure. This Agreement constitutes the entire
agreement of the Members relating to the Company and supersedes all prior
contracts or agreements with respect to the Company, whether oral or written
except the Basic Agreements.


         13.6     Effect of Waiver or Consent. A waiver or consent, express or implied,
to or of any breach or default by any Person in the performance by that Person
of its obligations with respect to the Company is not a consent or waiver to or
of any other breach or default in the performance by that Person of the same or
any other obligations of that Person with respect to the Company. Failure on
the part of a Person to complain of any act of any Person or to declare any
Person in default with respect to the Company, irrespective of how long that
failure continues, does not constitute a waiver by that Person of its rights
with respect to that default until the applicable limitations period has
expired.


         13.7     Amendment or Modification. Except as otherwise set forth in Section
5.1(e), this Agreement may be amended or modified from time to time only by a
written instrument executed by Members holding Sharing Ratios aggregating at
least 66 2/3%, provided, however, that so long as BecoCom’s Sharing Ratio is
greater than 33 1/3%, amendments to Section 7.8 also will require the written
consent of BecoCom.


         13.8     Public Announcements. The parties hereto agree to use their
respective reasonable efforts to afford the other a reasonable opportunity to
review the form and content of any press release, public disclosure or other
announcement with respect to this Agreement prior to making same. In addition,
the Members will consult on a regular basis with regard to joint marketing and
positioning efforts for the Company. Each Member shall also use its reasonable
efforts to prohibit its employees, agents, consultants and representatives from
utilizing the corporate names “Boston Edison Company,” “NSTAR,” “NSTAR
Electric” and “NSTAR Gas” as to NSTARCom, and “RCN Telecom Services, Inc.” and
“RCN Corporation” as to RCN-Sub, with respect to any matters involving public
officials or media activities, without having first consulted with the other.


         13.9     Confidentiality. Each of the parties hereto will hold, and will use
its reasonable, good faith efforts to cause its respective shareholders,
partners, members, directors, officers, employees, accountants, counsel,
consultants, agents and financial or other advisors (collectively “Agents”) to
hold, in confidence, all information (whether oral or written), including this
Agreement and the documents contemplated herein, concerning the transactions
contemplated by this Agreement furnished to such party by or on behalf of any
other party in connection with such transactions, unless legally compelled (by
deposition, interrogatory, request for documents, subpoena, civil investigative
demand or similar process, or by order of a court or tribunal of competent
jurisdiction, or in order to comply with applicable rules or requirements of
any stock exchange, government department or agency or other regulatory
authority, or by requirements of any securities law or regulation or other
legal requirement) to disclose any such information or documents, and except to
the extent that such information or documents can be shown to have been (a)
previously known on a nonconfidential basis by such party, (b) in the public
domain through no fault of such party or (c) acquired by such party on a
nonconfidential basis from sources not known by such party to be bound by any
obligation of confidentiality in relation thereto. Notwithstanding the
foregoing provisions of this Section 13.9,


48







 




 each party may disclose such information to its Agents in connection with
the transactions contemplated by this Agreement or any of the other Basic
Agreements and to its lenders in connection with obtaining the financing for
the transactions contemplated by this Agreement so long as such Agents and
lenders are informed by such party of the confidential nature of such
information and are directed by such party to treat such information
confidentially and to certain governmental agencies in connection with the
procurement of the governmental authorizations contemplated by this Agreement.
The obligation of each party to hold any such information in confidence shall
be satisfied if such party exercises the same care with respect to such
information as it would take to preserve the confidentiality of its own similar
information. If this Agreement is terminated, each party will, and will use its
reasonable, good faith efforts to cause its respective Agents and lenders’ to
destroy or deliver to the other party, upon request, all documents and other
materials, and all copies thereof, obtained by such party or on its behalf from
the other party hereto in connection with this Agreement that are subject to
such confidence.


         13.10     Binding Effect. Subject to the restrictions on Dispositions set
forth in this Agreement this Agreement is binding on and inures to the benefit
of the Members and their respective heirs, legal representatives, successors,
and assigns.


         13.11     Governing Law; Severability. THIS AGREEMENT IS GOVERNED BY AND SHALL
BE CONSTRUED IN ACCORDANCE WITH THE LAW OF THE COMMONWEALTH OF MASSACHUSETTS,
EXCLUDING ANY CONFLICT-OF-LAWS RULE OR PRINCIPLE THAT MIGHT REFER THE
GOVERNANCE OR THE CONSTRUCTION OF THIS AGREEMENT TO THE LAW OF ANOTHER
JURISDICTION. If any provision of this Agreement or its application to any
Person or circumstance is held invalid or unenforceable to any extent, the
remainder of this Agreement and the application of such provision to other
Persons or circumstances is not affected and such provision shall be enforced
to the greatest extent permitted by law.


         13.12     Specific Performance. The Members agree that irreparable damage will
result if this Agreement is not performed in accordance with its terms, and the
Members agree that any damages available at law for a breach of this Agreement
would not be an adequate remedy. Therefore, the provisions hereof and the
obligations of the Members hereunder shall be enforceable in a court of equity,
or other tribunal with jurisdiction, by a decree of specific performance in aid
of arbitration, and appropriate injunctive relief may be applied for and
granted in connection therewith. Such remedies and all other remedies provided
for in this Agreement shall, however, be cumulative and not exclusive and shall
be in addition to any other remedies that a Member may have under this
Agreement, at law or in equity.


         13.13     Further Assurances. In connection with this Agreement and the
transactions contemplated by it, each Member shall execute and deliver any
additional documents and instruments and perform any additional acts that may
be necessary or appropriate to effectuate and perform the provisions of this
Agreement and such transactions.


49







 


         13.14     Counterparts. This Agreement may be executed in any number of
counterparts with the same effect as if all signatories had signed the same
document. All counterparts shall be construed together and constitute the same
instrument.


         13.15     Interpretation. In the event of any dispute concerning the
construction or interpretation of any provision of this Agreement or any
ambiguity thereof, there shall be no presumption that this Agreement or any
provision hereof be construed against the party who drafted this Agreement.


         13.16     Use of Name. Promptly after the expiration date of the Term (as
defined in the Management Agreement), including any extensions thereof, the
Members shall cause the Company to change its name so as not to include “RCN”,
“Residential Communications Network” or any other term which could cause
confusion with RCN-Parent and its Affiliates, and to not use any such name from
and after such date; provided, that RCN-Parent shall grant an exclusive license
to the Company to use any such name in the Relevant Market for a period not to
exceed one year, in the discretion of the Company.


         13.17     Continued Support of RCN-Sub. For a period of two years after RCN-Sub is
no longer a Member of the Company, RCN-Sub or its Affiliates shall continue to
provide to the Company (or its successor) such assets and services necessary to
operate the Company and which were theretofore provided by RCN-Sub or its
Affiliates at cost. Notwithstanding the preceding sentence, RCN-Sub’s
obligation to continue providing the Company with such assets and services is
conditioned upon RCN-Sub or any of its Affiliates not being subject to any
prohibition by an outside third party, whether financial or otherwise, to
provide such assets and services.


50







 


         EXECUTED effective as of the date first set forth above.



	 	MEMBERS:




	 	RCN TELECOM SERVICES OF

MASSACHUSETTS, INC.




	 	By: /s/ Timothy J. Stoklosa

Name: Timothy J. Stoklosa

Title: Executive Vice President




	 	NSTAR COMMUNICATIONS, INC.

(f/k/a BECOCOM, INC.)




	 	By: /s/ Douglas S. Horan

Name: Douglas S. Horan

Title: Senior Vice President



 







 


Schedule 1



Schedule 1 — Capitalization






	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	MEMBER CONTRIBUTIONS
	 	 	

	 	 	Cash	 	Non-Cash	 	Total	 	Investment
	Member	 	Contribution	 	Contribution	 	Contribution	 	Percentage (1)
	
	 	
	 	
	 	
	 	

	RCN-Sub
	 	$	585,917,343	 	 	$	13,445,527	 	 	$	599,362,870	 	 	 	70.24	%
	
	
	
	

	NSTARCOM
	 	$	242,401,300	 	 	$	11,594,396	 	 	$	253,995,696	 	 	 	29.76	%
	
	
	
	

	TOTAL
	 	$	828,318,643	 	 	$	25,039,923	 	 	$	853,358,566	 	 	 	100.00	%




[Additional columns below]

[Continued from above table, first column(s) repeated]


	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	JV EQUITY AFTER EXCHANGES
	 	 	

	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	JV Equity Post
	 	 	 	 	 	 	Effect of	 	JV Equity Post	 	 	 	 	 	 	 	 	 	First, Second,
	 	 	Effect of First	 	Second	 	First & Second	 	 	 	 	 	Effect of Third	 	& Third
	Member	 	Exchange (2)	 	Exchange (3)	 	Exchanges	 	% of total	 	Exchange (4)	 	Exchanges
	
	 	
	 	
	 	
	 	
	 	
	 	

	RCN-Sub
	 		$11,359,161	 	 		$90,491,534	 	 	$	701,213,565	 	 	 	82.17	%	 		$152,145,001	 	 	$	853,358,566	 
	
	
	
	

	NSTARCOM
	 	 	($11,359,161	)	 	 	($90,491,534	)	 	$	152,145,001	 	 	 	17.83	%	 	 	($152,145,001	)	 		$0	 
	
	
	
	

	TOTAL
	 		$0	 	 		$0	 	 	$	853,358,566	 	 	 	100.00	%	 		$0	 	 	$	853,358,566	 











	(1)	 	NSTARCOM’s Investment Percentage changed to 29.76% from 49% as a result
of missing a $164.15 million capital call in October 2001. NSTARCOM’s
Investment Percentage shall be adjusted as and when NSTARCOM sells,
conveys, transfers or otherwise disposes of, to a person not a
Controlled Affiliate of NSTAR, any of the shares of RCN common stock
received by NSTARCOM as a result of the First, Second or Third
Exchanges.
	
	
	
	

	(2)	 	First Exchange was $11,359,161 of JV equity for 1,107,539 shares on RCN
common stock
	
	
	
	

	(3)	 	Second Exchange was $90,491,535 of JV equity for 2,989,654 shares on
RCN common stock
	
	
	
	

	(4)	 	Third Exchange will be for $152,145,001 of JV equity for 7,500,000
shares of RCN common stock


 







 




SCHEDULE 2



Impact of Various Transactions on Investment Percentage*



	(1)	 	Total Exchange – No Disposition
	 
	 	 	Member exchanges its entire 49% Membership Interest to securities




	 	•	Sharing Ratio = 0
	 
	 	•	Investment Percentage = 49%




	(2)	 	Total Exchange – Total Disposition




	 	•	Upon disposition of securities




	 	 	•	Sharing Ratio = 0
	 
	 	 	•	Investment Percentage = 0




	(3)	 	Total Exchange – Partial Disposition




	 	a)	 	Upon disposition of 50% of the securities received




	 	 	•	Sharing Ratio = 0
	 
	 	 	•	Investment Percentage = 24.5% (50% of 49%)




	 	b)	 	Upon disposition of 25% of the securities received




	 	 	•	Sharing Ratio = 0
	 
	 	 	•	Investment Percentage = 36.75% (49%-25% of 49%)




	(4)	 	Partial Exchange – No Disposition




	 	a)	 	Upon exchange of 25% of Membership Interest




	 	 	•	Sharing Ratio = 36.75%
	 
	 	 	•	Investment Percentage = 49%




	 	b)	 	Upon exchange of 50% of Membership Interest




	 	 	•	Sharing Ratio = 24.5%
	 
	 	 	•	Investment Percentage = 49%



*     The calculations in cases 1-6 assume a 49% Sharing Ratio as a starting point.
If the Sharing Ratio is altered due to capital calls or dispositions, the
calculations set forth herein would be similarly altered. Investment in,
maturity of or disposition of the Class B Membership Interests do not change
the Sharing Ration or the Investment Percentage. No further exchanges of Class
A Membership Interests are permitted after completion of the third exchange.


 







 







	(5)	 	Partial Exchange – Total Disposition




	 	a)	 	Upon Exchange of 25% of Membership Interest and
disposition of all the securities received




	 	 	•	Sharing Ratio = 36.75%
	 
	 	 	•	Investment Percentage = 36.75%




	 	b)	 	Upon exchange of 50% of Membership Interest and
disposition of all the securities received




	 	 	•	Sharing Ratio = 24.5%
	 
	 	 	•	Investment Percentage = 24.5%




	(6)	 	Partial Exchange – Partial Disposition




	 	a)	 	Upon exchange of 25% of Membership Interest and
disposition of 33 1/3% of the securities received




	 	 	•	Sharing Ratio = 36.75%
	 
	 	 	•	Investment Percentage = 45%
(36.75 + (100-33 1/3)% of (49-36.75))




	 	b)	 	Upon exchange of 60% of Membership Interest and
disposition of 75% of the securities received




	 	 	•	Sharing Ratio = 19.6%
	 
	 	 	•	Investment Percentage = 26.95%
(19.6 + (100-75)% of (49-19.6))




	(7)	 	Subsequent Transactions




	 	a)	 	If, following the transactions in case 6(a)
above, the Member exchanges an additional 10% Membership
Interest and disposes of 30% of the securities then held as a
result of such exchange and the earlier exchange




	 	 	•	Sharing Ration= 26.75%
	 
	 	 	•	Investment Percentage = 39.53% (45-30% of (45-26.75))




	 	b)	 	If, following the transactions in case 6(b)
above, the Member disposes of 40% of the securities then held
as a result of the earlier exchange




	 	 	•	Sharing Ratio = 19.6%
	 
	 	 	•	Investment Percentage = 24.01%
(26.95-40% of (26.95-19.6))



 







 






Note that the value at time of exchange or time of disposition is irrelevant.
These calculations are purely percentage-based.


 







 


Schedule 3

Class B Payment Schedule




	 	 	 	 	 
	Initial Principal Amount
	 	$	1.00	 
	
	
	
	

	Interest Rate
	 	 	21.13	%
	
	
	
	

	Construction Fee Rate
	 	 	5	%
	
	
	
	

	Payment Term (years)
	 	 	15	 




	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	Development	 	 	 	 
	Period	 	Payment	 	Principal	 	Interest	 	Fee	 	Balance
	
	 	
	 	
	 	
	 	
	 	

	1
	 	 	 	1.8400	%	 	 	0.0795	%	 	 	1.3438	%	 	 	0.4167	%	 	$	1.00	 
	
	
	
	

	2
	 	 	 	1.8400	%	 	 	0.0809	%	 	 	1.3427	%	 	 	0.4163	%	 	$	1.00	 
	
	
	
	

	3
	 	 	 	1.8400	%	 	 	0.0824	%	 	 	1.3416	%	 	 	0.4160	%	 	$	1.00	 
	
	
	
	

	4
	 	 	 	1.8400	%	 	 	0.0838	%	 	 	1.3405	%	 	 	0.4157	%	 	$	1.00	 
	
	
	
	

	5
	 	 	 	1.8400	%	 	 	0.0853	%	 	 	1.3394	%	 	 	0.4153	%	 	$	1.00	 
	
	
	
	

	6
	 	 	 	1.8400	%	 	 	0.0868	%	 	 	1.3383	%	 	 	0.4150	%	 	$	1.00	 
	
	
	
	

	7
	 	 	 	1.8400	%	 	 	0.0883	%	 	 	1.3371	%	 	 	0.4146	%	 	$	0.99	 
	
	
	
	

	8
	 	 	 	1.8400	%	 	 	0.0899	%	 	 	1.3359	%	 	 	0.4142	%	 	$	0.99	 
	
	
	
	

	9
	 	 	 	1.8400	%	 	 	0.0915	%	 	 	1.3347	%	 	 	0.4138	%	 	$	0.99	 
	
	
	
	

	10
	 	 	1.8400	%	 	 	0.0931	%	 	 	1.3335	%	 	 	0.4135	%	 	$	0.99	 
	
	
	
	

	11
	 	 	1.8400	%	 	 	0.0947	%	 	 	1.3322	%	 	 	0.4131	%	 	$	0.99	 
	
	
	
	

	12
	 	 	1.8400	%	 	 	0.0964	%	 	 	1.3309	%	 	 	0.4127	%	 	$	0.99	 
	
	
	
	

	13
	 	 	1.8400	%	 	 	0.0981	%	 	 	1.3296	%	 	 	0.4123	%	 	$	0.99	 
	
	
	
	

	14
	 	 	1.8400	%	 	 	0.0998	%	 	 	1.3283	%	 	 	0.4119	%	 	$	0.99	 
	
	
	
	

	15
	 	 	1.8400	%	 	 	0.1016	%	 	 	1.3270	%	 	 	0.4115	%	 	$	0.99	 
	
	
	
	

	16
	 	 	1.8400	%	 	 	0.1033	%	 	 	1.3256	%	 	 	0.4110	%	 	$	0.99	 
	
	
	
	

	17
	 	 	1.8400	%	 	 	0.1052	%	 	 	1.3242	%	 	 	0.4106	%	 	$	0.98	 
	
	
	
	

	18
	 	 	1.8400	%	 	 	0.1070	%	 	 	1.3228	%	 	 	0.4102	%	 	$	0.98	 
	
	
	
	

	19
	 	 	1.8400	%	 	 	0.1089	%	 	 	1.3214	%	 	 	0.4097	%	 	$	0.98	 
	
	
	
	

	20
	 	 	1.8400	%	 	 	0.1108	%	 	 	1.3199	%	 	 	0.4093	%	 	$	0.98	 
	
	
	
	

	21
	 	 	1.8400	%	 	 	0.1128	%	 	 	1.3184	%	 	 	0.4088	%	 	$	0.98	 
	
	
	
	

	22
	 	 	1.8400	%	 	 	0.1147	%	 	 	1.3169	%	 	 	0.4083	%	 	$	0.98	 
	
	
	
	

	23
	 	 	1.8400	%	 	 	0.1168	%	 	 	1.3154	%	 	 	0.4079	%	 	$	0.98	 
	
	
	
	

	24
	 	 	1.8400	%	 	 	0.1188	%	 	 	1.3138	%	 	 	0.4074	%	 	$	0.98	 
	
	
	
	

	25
	 	 	1.8400	%	 	 	0.1209	%	 	 	1.3122	%	 	 	0.4069	%	 	$	0.98	 
	
	
	
	

	26
	 	 	1.8400	%	 	 	0.1230	%	 	 	1.3106	%	 	 	0.4064	%	 	$	0.97	 
	
	
	
	

	27
	 	 	1.8400	%	 	 	0.1252	%	 	 	1.3089	%	 	 	0.4059	%	 	$	0.97	 
	
	
	
	

	28
	 	 	1.8400	%	 	 	0.1274	%	 	 	1.3072	%	 	 	0.4053	%	 	$	0.97	 
	
	
	
	

	29
	 	 	1.8400	%	 	 	0.1297	%	 	 	1.3055	%	 	 	0.4048	%	 	$	0.97	 
	
	
	
	

	30
	 	 	1.8400	%	 	 	0.1319	%	 	 	1.3038	%	 	 	0.4043	%	 	$	0.97	 
	
	
	
	

	31
	 	 	1.8400	%	 	 	0.1343	%	 	 	1.3020	%	 	 	0.4037	%	 	$	0.97	 
	
	
	
	

	32
	 	 	1.8400	%	 	 	0.1366	%	 	 	1.3002	%	 	 	0.4032	%	 	$	0.97	 
	
	
	
	

	33
	 	 	1.8400	%	 	 	0.1390	%	 	 	1.2984	%	 	 	0.4026	%	 	$	0.96	 
	
	
	
	

	34
	 	 	1.8400	%	 	 	0.1415	%	 	 	1.2965	%	 	 	0.4020	%	 	$	0.96	 
	
	
	
	

	35
	 	 	1.8400	%	 	 	0.1440	%	 	 	1.2946	%	 	 	0.4014	%	 	$	0.96	 
	
	
	
	

	36
	 	 	1.8400	%	 	 	0.1465	%	 	 	1.2927	%	 	 	0.4008	%	 	$	0.96	 
	
	
	
	

	37
	 	 	1.8400	%	 	 	0.1491	%	 	 	1.2907	%	 	 	0.4002	%	 	$	0.96	 
	
	
	
	

	38
	 	 	1.8400	%	 	 	0.1517	%	 	 	1.2887	%	 	 	0.3996	%	 	$	0.96	 
	
	
	
	

	39
	 	 	1.8400	%	 	 	0.1544	%	 	 	1.2867	%	 	 	0.3990	%	 	$	0.96	 
	
	
	
	

	40
	 	 	1.8400	%	 	 	0.1571	%	 	 	1.2846	%	 	 	0.3983	%	 	$	0.95	 
	
	
	
	

	41
	 	 	1.8400	%	 	 	0.1599	%	 	 	1.2825	%	 	 	0.3977	%	 	$	0.95	 
	
	
	
	

	42
	 	 	1.8400	%	 	 	0.1627	%	 	 	1.2803	%	 	 	0.3970	%	 	$	0.95	 
	
	
	
	

	43
	 	 	1.8400	%	 	 	0.1655	%	 	 	1.2781	%	 	 	0.3963	%	 	$	0.95	 
	
	
	
	

	44
	 	 	1.8400	%	 	 	0.1685	%	 	 	1.2759	%	 	 	0.3956	%	 	$	0.95	 
	
	
	
	

	45
	 	 	1.8400	%	 	 	0.1714	%	 	 	1.2737	%	 	 	0.3949	%	 	$	0.95	 
	
	
	
	

	46
	 	 	1.8400	%	 	 	0.1744	%	 	 	1.2714	%	 	 	0.3942	%	 	$	0.94	 
	
	
	
	

	47
	 	 	1.8400	%	 	 	0.1775	%	 	 	1.2690	%	 	 	0.3935	%	 	$	0.94	 
	
	
	
	

	48
	 	 	1.8400	%	 	 	0.1806	%	 	 	1.2666	%	 	 	0.3927	%	 	$	0.94	 
	
	
	
	

	49
	 	 	1.8400	%	 	 	0.1838	%	 	 	1.2642	%	 	 	0.3920	%	 	$	0.94	 
	
	
	
	

	50
	 	 	1.8400	%	 	 	0.1871	%	 	 	1.2617	%	 	 	0.3912	%	 	$	0.94	 
	
	
	
	

	51
	 	 	1.8400	%	 	 	0.1903	%	 	 	1.2592	%	 	 	0.3904	%	 	$	0.94	 
	
	
	
	

	52
	 	 	1.8400	%	 	 	0.1937	%	 	 	1.2567	%	 	 	0.3896	%	 	$	0.93	 
	
	
	
	

	53
	 	 	1.8400	%	 	 	0.1971	%	 	 	1.2541	%	 	 	0.3888	%	 	$	0.93	 
	
	
	
	

	54
	 	 	1.8400	%	 	 	0.2006	%	 	 	1.2514	%	 	 	0.3880	%	 	$	0.93	 
	
	
	
	

	55
	 	 	1.8400	%	 	 	0.2041	%	 	 	1.2487	%	 	 	0.3872	%	 	$	0.93	 
	
	
	
	

	56
	 	 	1.8400	%	 	 	0.2077	%	 	 	1.2460	%	 	 	0.3863	%	 	$	0.93	 
	
	
	
	

	57
	 	 	1.8400	%	 	 	0.2114	%	 	 	1.2432	%	 	 	0.3855	%	 	$	0.92	 
	
	
	
	

	58
	 	 	1.8400	%	 	 	0.2151	%	 	 	1.2403	%	 	 	0.3846	%	 	$	0.92	 
	
	
	
	

	59
	 	 	1.8400	%	 	 	0.2189	%	 	 	1.2374	%	 	 	0.3837	%	 	$	0.92	 
	
	
	
	

	60
	 	 	1.8400	%	 	 	0.2227	%	 	 	1.2345	%	 	 	0.3828	%	 	$	0.92	 
	
	
	
	

	61
	 	 	1.8400	%	 	 	0.2266	%	 	 	1.2315	%	 	 	0.3819	%	 	$	0.91	 
	
	
	
	

	62
	 	 	1.8400	%	 	 	0.2306	%	 	 	1.2285	%	 	 	0.3809	%	 	$	0.91	 
	
	
	
	

	63
	 	 	1.8400	%	 	 	0.2347	%	 	 	1.2254	%	 	 	0.3799	%	 	$	0.91	 
	
	
	
	

	64
	 	 	1.8400	%	 	 	0.2388	%	 	 	1.2222	%	 	 	0.3790	%	 	$	0.91	 
	
	
	
	

	65
	 	 	1.8400	%	 	 	0.2430	%	 	 	1.2190	%	 	 	0.3780	%	 	$	0.90	 
	
	
	
	

	66
	 	 	1.8400	%	 	 	0.2473	%	 	 	1.2157	%	 	 	0.3770	%	 	$	0.90	 
	
	
	
	

	67
	 	 	1.8400	%	 	 	0.2517	%	 	 	1.2124	%	 	 	0.3759	%	 	$	0.90	 
	
	
	
	

	68
	 	 	1.8400	%	 	 	0.2561	%	 	 	1.2090	%	 	 	0.3749	%	 	$	0.90	 
	
	
	
	

	69
	 	 	1.8400	%	 	 	0.2606	%	 	 	1.2056	%	 	 	0.3738	%	 	$	0.89	 
	
	
	
	

	70
	 	 	1.8400	%	 	 	0.2652	%	 	 	1.2021	%	 	 	0.3727	%	 	$	0.89	 
	
	
	
	

	71
	 	 	1.8400	%	 	 	0.2698	%	 	 	1.1985	%	 	 	0.3716	%	 	$	0.89	 
	
	
	
	

	72
	 	 	1.8400	%	 	 	0.2746	%	 	 	1.1949	%	 	 	0.3705	%	 	$	0.89	 
	
	
	
	

	73
	 	 	1.8400	%	 	 	0.2794	%	 	 	1.1912	%	 	 	0.3694	%	 	$	0.88	 
	
	
	
	

	74
	 	 	1.8400	%	 	 	0.2844	%	 	 	1.1875	%	 	 	0.3682	%	 	$	0.88	 
	
	
	
	

	75
	 	 	1.8400	%	 	 	0.2894	%	 	 	1.1836	%	 	 	0.3670	%	 	$	0.88	 
	
	
	
	

	76
	 	 	1.8400	%	 	 	0.2945	%	 	 	1.1797	%	 	 	0.3658	%	 	$	0.87	 
	
	
	
	

	77
	 	 	1.8400	%	 	 	0.2996	%	 	 	1.1758	%	 	 	0.3646	%	 	$	0.87	 
	
	
	
	

	78
	 	 	1.8400	%	 	 	0.3049	%	 	 	1.1718	%	 	 	0.3633	%	 	$	0.87	 
	
	
	
	

	79
	 	 	1.8400	%	 	 	0.3103	%	 	 	1.1677	%	 	 	0.3621	%	 	$	0.87	 
	
	
	
	

	80
	 	 	1.8400	%	 	 	0.3157	%	 	 	1.1635	%	 	 	0.3608	%	 	$	0.86	 
	
	
	
	

	81
	 	 	1.8400	%	 	 	0.3213	%	 	 	1.1593	%	 	 	0.3594	%	 	$	0.86	 
	
	
	
	

	82
	 	 	1.8400	%	 	 	0.3270	%	 	 	1.1549	%	 	 	0.3581	%	 	$	0.86	 
	
	
	
	

	83
	 	 	1.8400	%	 	 	0.3327	%	 	 	1.1505	%	 	 	0.3567	%	 	$	0.85	 
	
	
	
	

	84
	 	 	1.8400	%	 	 	0.3386	%	 	 	1.1461	%	 	 	0.3554	%	 	$	0.85	 



 







 




	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	Development	 	 	 	 
	Period	 	Payment	 	Principal	 	Interest	 	Fee	 	Balance
	
	 	
	 	
	 	
	 	
	 	

	
	
	
	

	85
	 	 	1.8400	%	 	 	0.3445	%	 	 	1.1415	%	 	 	0.3539	%	 	$	0.85	 
	
	
	
	

	86
	 	 	1.8400	%	 	 	0.3506	%	 	 	1.1369	%	 	 	0.3525	%	 	$	0.84	 
	
	
	
	

	87
	 	 	1.8400	%	 	 	0.3568	%	 	 	1.1322	%	 	 	0.3511	%	 	$	0.84	 
	
	
	
	

	88
	 	 	1.8400	%	 	 	0.3630	%	 	 	1.1274	%	 	 	0.3496	%	 	$	0.84	 
	
	
	
	

	89
	 	 	1.8400	%	 	 	0.3694	%	 	 	1.1225	%	 	 	0.3481	%	 	$	0.83	 
	
	
	
	

	90
	 	 	1.8400	%	 	 	0.3759	%	 	 	1.1175	%	 	 	0.3465	%	 	$	0.83	 
	
	
	
	

	91
	 	 	1.8400	%	 	 	0.3826	%	 	 	1.1125	%	 	 	0.3449	%	 	$	0.82	 
	
	
	
	

	92
	 	 	1.8400	%	 	 	0.3893	%	 	 	1.1073	%	 	 	0.3434	%	 	$	0.82	 
	
	
	
	

	93
	 	 	1.8400	%	 	 	0.3962	%	 	 	1.1021	%	 	 	0.3417	%	 	$	0.82	 
	
	
	
	

	94
	 	 	1.8400	%	 	 	0.4031	%	 	 	1.0968	%	 	 	0.3401	%	 	$	0.81	 
	
	
	
	

	95
	 	 	1.8400	%	 	 	0.4102	%	 	 	1.0914	%	 	 	0.3384	%	 	$	0.81	 
	
	
	
	

	96
	 	 	1.8400	%	 	 	0.4174	%	 	 	1.0859	%	 	 	0.3367	%	 	$	0.80	 
	
	
	
	

	97
	 	 	1.8400	%	 	 	0.4248	%	 	 	1.0803	%	 	 	0.3350	%	 	$	0.80	 
	
	
	
	

	98
	 	 	1.8400	%	 	 	0.4323	%	 	 	1.0745	%	 	 	0.3332	%	 	$	0.80	 
	
	
	
	

	99
	 	 	1.8400	%	 	 	0.4399	%	 	 	1.0687	%	 	 	0.3314	%	 	$	0.79	 
	
	
	
	

	100
	 	 	1.8400	%	 	 	0.4476	%	 	 	1.0628	%	 	 	0.3295	%	 	$	0.79	 
	
	
	
	

	101
	 	 	1.8400	%	 	 	0.4555	%	 	 	1.0568	%	 	 	0.3277	%	 	$	0.78	 
	
	
	
	

	102
	 	 	1.8400	%	 	 	0.4635	%	 	 	1.0507	%	 	 	0.3258	%	 	$	0.78	 
	
	
	
	

	103
	 	 	1.8400	%	 	 	0.4717	%	 	 	1.0445	%	 	 	0.3239	%	 	$	0.77	 
	
	
	
	

	104
	 	 	1.8400	%	 	 	0.4800	%	 	 	1.0381	%	 	 	0.3219	%	 	$	0.77	 
	
	
	
	

	105
	 	 	1.8400	%	 	 	0.4884	%	 	 	1.0317	%	 	 	0.3199	%	 	$	0.76	 
	
	
	
	

	106
	 	 	1.8400	%	 	 	0.4970	%	 	 	1.0251	%	 	 	0.3179	%	 	$	0.76	 
	
	
	
	

	107
	 	 	1.8400	%	 	 	0.5058	%	 	 	1.0184	%	 	 	0.3158	%	 	$	0.75	 
	
	
	
	

	108
	 	 	1.8400	%	 	 	0.5147	%	 	 	1.0116	%	 	 	0.3137	%	 	$	0.75	 
	
	
	
	

	109
	 	 	1.8400	%	 	 	0.5238	%	 	 	1.0047	%	 	 	0.3115	%	 	$	0.74	 
	
	
	
	

	110
	 	 	1.8400	%	 	 	0.5330	%	 	 	0.9977	%	 	 	0.3093	%	 	$	0.74	 
	
	
	
	

	111
	 	 	1.8400	%	 	 	0.5424	%	 	 	0.9905	%	 	 	0.3071	%	 	$	0.73	 
	
	
	
	

	112
	 	 	1.8400	%	 	 	0.5519	%	 	 	0.9832	%	 	 	0.3049	%	 	$	0.73	 
	
	
	
	

	113
	 	 	1.8400	%	 	 	0.5616	%	 	 	0.9758	%	 	 	0.3026	%	 	$	0.72	 
	
	
	
	

	114
	 	 	1.8400	%	 	 	0.5715	%	 	 	0.9683	%	 	 	0.3002	%	 	$	0.71	 
	
	
	
	

	115
	 	 	1.8400	%	 	 	0.5816	%	 	 	0.9606	%	 	 	0.2978	%	 	$	0.71	 
	
	
	
	

	116
	 	 	1.8400	%	 	 	0.5918	%	 	 	0.9528	%	 	 	0.2954	%	 	$	0.70	 
	
	
	
	

	117
	 	 	1.8400	%	 	 	0.6022	%	 	 	0.9448	%	 	 	0.2930	%	 	$	0.70	 
	
	
	
	

	118
	 	 	1.8400	%	 	 	0.6128	%	 	 	0.9367	%	 	 	0.2904	%	 	$	0.69	 
	
	
	
	

	119
	 	 	1.8400	%	 	 	0.6236	%	 	 	0.9285	%	 	 	0.2879	%	 	$	0.68	 
	
	
	
	

	120
	 	 	1.8400	%	 	 	0.6346	%	 	 	0.9201	%	 	 	0.2853	%	 	$	0.68	 
	
	
	
	

	121
	 	 	1.8400	%	 	 	0.6458	%	 	 	0.9116	%	 	 	0.2827	%	 	$	0.67	 
	
	
	
	

	122
	 	 	1.8400	%	 	 	0.6571	%	 	 	0.9029	%	 	 	0.2800	%	 	$	0.67	 
	
	
	
	

	123
	 	 	1.8400	%	 	 	0.6687	%	 	 	0.8941	%	 	 	0.2772	%	 	$	0.66	 
	
	
	
	

	124
	 	 	1.8400	%	 	 	0.6805	%	 	 	0.8851	%	 	 	0.2744	%	 	$	0.65	 
	
	
	
	

	125
	 	 	1.8400	%	 	 	0.6925	%	 	 	0.8759	%	 	 	0.2716	%	 	$	0.64	 
	
	
	
	

	126
	 	 	1.8400	%	 	 	0.7046	%	 	 	0.8666	%	 	 	0.2687	%	 	$	0.64	 
	
	
	
	

	127
	 	 	1.8400	%	 	 	0.7170	%	 	 	0.8572	%	 	 	0.2658	%	 	$	0.63	 
	
	
	
	

	128
	 	 	1.8400	%	 	 	0.7297	%	 	 	0.8475	%	 	 	0.2628	%	 	$	0.62	 
	
	
	
	

	129
	 	 	1.8400	%	 	 	0.7425	%	 	 	0.8377	%	 	 	0.2598	%	 	$	0.62	 
	
	
	
	

	130
	 	 	1.8400	%	 	 	0.7556	%	 	 	0.8278	%	 	 	0.2567	%	 	$	0.61	 
	
	
	
	

	131
	 	 	1.8400	%	 	 	0.7689	%	 	 	0.8176	%	 	 	0.2535	%	 	$	0.60	 
	
	
	
	

	132
	 	 	1.8400	%	 	 	0.7824	%	 	 	0.8073	%	 	 	0.2503	%	 	$	0.59	 
	
	
	
	

	133
	 	 	1.8400	%	 	 	0.7962	%	 	 	0.7968	%	 	 	0.2470	%	 	$	0.58	 
	
	
	
	

	134
	 	 	1.8400	%	 	 	0.8102	%	 	 	0.7861	%	 	 	0.2437	%	 	$	0.58	 
	
	
	
	

	135
	 	 	1.8400	%	 	 	0.8245	%	 	 	0.7752	%	 	 	0.2404	%	 	$	0.57	 
	
	
	
	

	136
	 	 	1.8400	%	 	 	0.8390	%	 	 	0.7641	%	 	 	0.2369	%	 	$	0.56	 
	
	
	
	

	137
	 	 	1.8400	%	 	 	0.8538	%	 	 	0.7528	%	 	 	0.2334	%	 	$	0.55	 
	
	
	
	

	138
	 	 	1.8400	%	 	 	0.8688	%	 	 	0.7413	%	 	 	0.2299	%	 	$	0.54	 
	
	
	
	

	139
	 	 	1.8400	%	 	 	0.8841	%	 	 	0.7297	%	 	 	0.2262	%	 	$	0.53	 
	
	
	
	

	140
	 	 	1.8400	%	 	 	0.8997	%	 	 	0.7178	%	 	 	0.2226	%	 	$	0.53	 
	
	
	
	

	141
	 	 	1.8400	%	 	 	0.9155	%	 	 	0.7057	%	 	 	0.2188	%	 	$	0.52	 
	
	
	
	

	142
	 	 	1.8400	%	 	 	0.9316	%	 	 	0.6934	%	 	 	0.2150	%	 	$	0.51	 
	
	
	
	

	143
	 	 	1.8400	%	 	 	0.9480	%	 	 	0.6809	%	 	 	0.2111	%	 	$	0.50	 
	
	
	
	

	144
	 	 	1.8400	%	 	 	0.9647	%	 	 	0.6681	%	 	 	0.2072	%	 	$	0.49	 
	
	
	
	

	145
	 	 	1.8400	%	 	 	0.9817	%	 	 	0.6552	%	 	 	0.2031	%	 	$	0.48	 
	
	
	
	

	146
	 	 	1.8400	%	 	 	0.9990	%	 	 	0.6420	%	 	 	0.1991	%	 	$	0.47	 
	
	
	
	

	147
	 	 	1.8400	%	 	 	1.0166	%	 	 	0.6286	%	 	 	0.1949	%	 	$	0.46	 
	
	
	
	

	148
	 	 	1.8400	%	 	 	1.0344	%	 	 	0.6149	%	 	 	0.1907	%	 	$	0.45	 
	
	
	
	

	149
	 	 	1.8400	%	 	 	1.0527	%	 	 	0.6010	%	 	 	0.1863	%	 	$	0.44	 
	
	
	
	

	150
	 	 	1.8400	%	 	 	1.0712	%	 	 	0.5868	%	 	 	0.1820	%	 	$	0.43	 
	
	
	
	

	151
	 	 	1.8400	%	 	 	1.0900	%	 	 	0.5725	%	 	 	0.1775	%	 	$	0.42	 
	
	
	
	

	152
	 	 	1.8400	%	 	 	1.1092	%	 	 	0.5578	%	 	 	0.1730	%	 	$	0.40	 
	
	
	
	

	153
	 	 	1.8400	%	 	 	1.1288	%	 	 	0.5429	%	 	 	0.1683	%	 	$	0.39	 
	
	
	
	

	154
	 	 	1.8400	%	 	 	1.1486	%	 	 	0.5277	%	 	 	0.1636	%	 	$	0.38	 
	
	
	
	

	155
	 	 	1.8400	%	 	 	1.1689	%	 	 	0.5123	%	 	 	0.1588	%	 	$	0.37	 
	
	
	
	

	156
	 	 	1.8400	%	 	 	1.1894	%	 	 	0.4966	%	 	 	0.1540	%	 	$	0.36	 
	
	
	
	

	157
	 	 	1.8400	%	 	 	1.2104	%	 	 	0.4806	%	 	 	0.1490	%	 	$	0.35	 
	
	
	
	

	158
	 	 	1.8400	%	 	 	1.2317	%	 	 	0.4643	%	 	 	0.1440	%	 	$	0.33	 
	
	
	
	

	159
	 	 	1.8400	%	 	 	1.2534	%	 	 	0.4478	%	 	 	0.1388	%	 	$	0.32	 
	
	
	
	

	160
	 	 	1.8400	%	 	 	1.2754	%	 	 	0.4309	%	 	 	0.1336	%	 	$	0.31	 
	
	
	
	

	161
	 	 	1.8400	%	 	 	1.2979	%	 	 	0.4138	%	 	 	0.1283	%	 	$	0.29	 
	
	
	
	

	162
	 	 	1.8400	%	 	 	1.3207	%	 	 	0.3964	%	 	 	0.1229	%	 	$	0.28	 
	
	
	
	

	163
	 	 	1.8400	%	 	 	1.3440	%	 	 	0.3786	%	 	 	0.1174	%	 	$	0.27	 
	
	
	
	

	164
	 	 	1.8400	%	 	 	1.3676	%	 	 	0.3606	%	 	 	0.1118	%	 	$	0.25	 
	
	
	
	

	165
	 	 	1.8400	%	 	 	1.3917	%	 	 	0.3422	%	 	 	0.1061	%	 	$	0.24	 
	
	
	
	

	166
	 	 	1.8400	%	 	 	1.4162	%	 	 	0.3235	%	 	 	0.1003	%	 	$	0.23	 
	
	
	
	

	167
	 	 	1.8400	%	 	 	1.4412	%	 	 	0.3044	%	 	 	0.0944	%	 	$	0.21	 
	
	
	
	

	168
	 	 	1.8400	%	 	 	1.4665	%	 	 	0.2851	%	 	 	0.0884	%	 	$	0.20	 
	
	
	
	

	169
	 	 	1.8400	%	 	 	1.4923	%	 	 	0.2654	%	 	 	0.0823	%	 	$	0.18	 
	
	
	
	

	170
	 	 	1.8400	%	 	 	1.5186	%	 	 	0.2453	%	 	 	0.0761	%	 	$	0.17	 
	
	
	
	

	171
	 	 	1.8400	%	 	 	1.5454	%	 	 	0.2249	%	 	 	0.0697	%	 	$	0.15	 
	
	
	
	

	172
	 	 	1.8400	%	 	 	1.5726	%	 	 	0.2041	%	 	 	0.0633	%	 	$	0.14	 
	
	
	
	

	173
	 	 	1.8400	%	 	 	1.6002	%	 	 	0.1830	%	 	 	0.0567	%	 	$	0.12	 
	
	
	
	

	174
	 	 	1.8400	%	 	 	1.6284	%	 	 	0.1615	%	 	 	0.0501	%	 	$	0.10	 
	
	
	
	

	175
	 	 	1.8400	%	 	 	1.6571	%	 	 	0.1396	%	 	 	0.0433	%	 	$	0.09	 
	
	
	
	

	176
	 	 	1.8400	%	 	 	1.6863	%	 	 	0.1174	%	 	 	0.0364	%	 	$	0.07	 
	
	
	
	

	177
	 	 	1.8400	%	 	 	1.7159	%	 	 	0.0947	%	 	 	0.0294	%	 	$	0.05	 
	
	
	
	

	178
	 	 	1.8400	%	 	 	1.7461	%	 	 	0.0716	%	 	 	0.0222	%	 	$	0.04	 
	
	
	
	

	179
	 	 	1.8400	%	 	 	1.7769	%	 	 	0.0482	%	 	 	0.0149	%	 	$	0.02	 
	
	
	
	

	180
	 	 	1.8400	%	 	 	1.8082	%	 	 	0.0243	%	 	 	0.0075	%	 	$	(0.00	)



 







 



SCHEDULE 13.1(c)



1.     Although no consent, waiver, appeal, authorization or order of, or
registration, qualification or filing with, any court or other Governmental
Entity is required as a condition to the execution, delivery and performance by
BecoCom of this Agreement, and the consummation
by BecoCom of the transactions contemplated hereby, under current law, as
applicable to the
present corporate structure of BECO and its Affiliates, there exists a
limitation on the ability
of BECO to fund the activities of its unregulated subsidiaries, including
Becocom, beyond
a specified dollar amount, without obtaining further investment approval from
the
Massachusetts Department of Public Utilities (“MDPU”). BECO is currently
engaged in the
process of obtaining approval from the MDPU for a change in its corporate
structure
(through the formation of a holding company), already approved by its
shareholders at the
May, 1997 annual meeting. Such a change, once approved by the MDPU, will remove
the
requirement for investment approval by the MDPU with respect to BecoCom
activities.
Should the formation of a holding company not be approved in due course, BECO
intends
to seek investment approval under current law prior to the time additional
investment in
BecoCom is likely to be required under the approved initial Business Plan.


2.     Under the Exchange Agreement, BecoCom and RCN Corporation may be required to
file a notification under the Hart-Scott-Rodino Antitrust Improvement Act of
1976, as amended
(“H-S-R”), if BecoCom effectuates any exchange whereby it acquires in excess of
ten percent
(10%) of the issued and outstanding voting securities of RCN Corporation. Any
acquisition
by BecoCom of securities of RCN Corporation less than this amount may not
require any H-S-R filing via an exemption thereunder.