LETTER AGREEMENT



 



Exhibit 10.04



June 19, 2002



Richard S. Hahn

President

NSTAR Communications, Inc.

800 Boylston Street

Boston, Massachusetts 02199


         Re: Construction and IRU Agreement dated June 17, 1997


Dear Dick:


         Reference is made to that certain Construction and Indefeasible Right of
Use Agreement, dated June 17, 1997, by and between RCN-BecoCom, LLC (the
“Company”), and NSTAR Communications, Inc. (f/k/a BecoCom, Inc.,
“NSTARCOM”) (the “IRU”). All capitalized terms not otherwise defined herein
shall have the meanings ascribed to such terms in the Basic Agreements, as that
term is defined in the IRU (as such IRU and Basic Agreements may be amended
from time to time).


         The purpose of this letter is to describe the understanding reached
between the Company and NSTARCOM concerning certain actions to be taken by the
parties with respect to, and pursuant to, the IRU. These understandings are
reached in conjunction with and in consideration of the implementation of
certain agreements between the parties dated October 18, 2000.



	1.	 	At the request and option of the Company, NSTARCOM shall execute and file
with the Massachusetts Secretary of State, the Clerk’s Office in the City
of Boston, and the City or Town Clerk’s Office for each city or town in
which are located the BecoCom Facilities, UCC-1 financing statements under
the Uniform Commercial Code as in effect in the Commonwealth of
Massachusetts evidencing the Company’s right of access and use of the
BecoCom System under the terms of the IRU.
	 
	2.	 	The parties agree to use their commercially reasonable best efforts to
create and execute within sixty (60) days after the date hereof,
appropriate documents and instruments to separate the IRU into two or more
separate agreements, one relating to the construction and maintenance
services and the other relating to the Company’s access and use rights in
the BecoCom System.
	 
	3.	 	Boston Edison Company and NSTARCOM (the “NSTAR Parties”) represent and
warrant that there is no lien, mortgage, indenture or security interest of
any kind (other than liens on account of real or personal property taxes
not yet due and payable, liens which will not materially impair the
Company’s right of access and use of the BecoCom System under the terms of
the IRU and which are not otherwise material) (collectively, a “Security
Interest”), in, on or affecting any portion of the



 







 





	 	 	BecoCom System including, without limitation, any of Boston Edison Company’s
or NSTARCOM’s respective assets which are subject to the BECO License and
IRU. The NSTAR Parties agree that prior to granting to any party (a
“Secured Party”) any such Security Interest in any portion of the BecoCom
System which is used by the Company in the conduct of its business, the
NSTAR Parties agree to obtain a recognition and non-disturbance agreement in
favor of the Company from such prospective Secured Party.
	 
	4.	 	The parties hereby acknowledge that nothing herein shall be deemed to
amend, modify, limit or otherwise affect the IRU, including the
obligations of the parties under Section 17(p) thereof (the so called
Further Assurances clause), which continues in full force and effect.
	 
	5.	 	The Company shall be responsible for make-ready costs required in order
to permit construction of the facilities for the Company’s use in the
Power Space. If NSTARCOM or its Affiliate, in the course of such
make-ready work, elects for its own purposes to perform, or requests the
Company’s contractor to perform, additional work beyond that work required
to permit construction of the facilities for the Company’s use in the
Power Space, the incremental costs of such additional work shall be the
sole responsibility of NSTARCOM.
	 
	6.	 	The parties intend to pursue negotiations directed toward resolving
certain disputes concerning the Joint Investment and Non-Compete Agreement
between them. The parties hereby agree that for the six month period
beginning with the date hereof, neither party shall object to the other
party’s past, present or future activity in the business of dark fiber
leasing on any grounds. Such waiver of objection shall be without
prejudice to either party’s legal position, should the negotiations fail
to produce a superceding agreement regarding non-compete issues by the end
of the six month standstill period.
	 
	7.	 	This Side Letter shall be effective as of the date first above written.



         Please acknowledge your acceptance of, and agreement to, the terms of this
letter by signing below where indicated.



	 
	Very truly yours,
	 
	RCN-BecoCom, LLC
	 
	By:  RCN Telecom Services, Inc.,

       its authorized signatory
	 
	By:  /s/Timothy J. Stoklosa


Name:  Timothy J. Stoklosa

Title: Executive Vice President



 







 



Acknowledged, accepted and agreed to

as of the date of this letter:


NSTAR Communications, Inc.

(for itself and on behalf of its Affiliates)


By: /s/ Douglas S. Horan

Name: Douglas S. Horan

Title: Senior Vice President