LETTER AGREEMENT



 



Exhibit 10.03



RCN Corporation

105 Carnegie Center

Princeton, NJ 08540-6215



June 19, 2002



NSTAR 800 Boylston Street

Boston, MA 02100


         RE: RCN-BecoCom, LLC — Third Exchange  — Standstill Agreement


Ladies and Gentlemen:


In connection with the exchange of the investment of $152,145,000.00 in
RCN-BecoCom, LLC by your subsidiary, NSTAR Communications, Inc. (“NSTARCOM”),
for 7.5 million shares of common stock of RCN Corporation (the “Corporation”),
pursuant to the terms of the Exchange Agreement dated as of June 17, 1997
(“Exchange Agreement”) by and among C-TEC Corporation, as predecessor in
interest to the Corporation, and NSTARCOM, you have agreed to limit further
acquisitions of the Corporation’s securities, or any interest therein, upon the
terms and conditions hereinafter set forth.


Neither you nor any of your Controlled Affiliates will, without the prior
written consent of the Corporation or its Board of Directors, for a period of
one year from the date of this letter agreement:



	 	(a)	 	acquire, offer to acquire, or agree to acquire, directly or
indirectly, by purchase or otherwise, any securities or direct or
indirect rights to acquire any securities (together, “Securities”)
of the Corporation or any person that is a subsidiary thereof as of
the date hereof or hereafter (a “Subsidiary”), or any assets of
the Corporation or any Subsidiary or division thereof if, as a
result thereof, you and your Controlled Affiliates will beneficially
own Securities of the Corporation, or securities convertible or
exchangeable into such securities, that in the aggregate are
entitled to more than 10.75% of the aggregate number of votes which
may be cast by holders of Securities of the Corporation in the
election of its directors (the “Total Voting Power”), provided,
however, that the prior written consent of the Corporation or its
Board of Directors shall not be required for the for the acquisition
of any Securities directly from the Corporation or resulting from
any stock split, stock dividend or similar recapitalization of the
Corporation, or pursuant to any rights plan adopted by the
Corporation;



 







 





	 	(b)	 	grant any “proxies” (as defined in the Exchange Act) with
respect to any voting securities of the Corporation, or securities
convertible or exchangeable into such securities (except as
recommended by the Board of Directors of the Corporation) or deposit
any such securities in a voting trust or enter into any other
arrangement or agreement with respect to the voting thereof;
	 
	 	(c)	 	make, or in any way participate in, directly or indirectly,
any “solicitation” of “proxies” to vote (as such terms are used in
the rules of the Securities and Exchange Commission), or seek to
advise or influence any person or entity with respect to the voting
of any voting securities of the Corporation;
	 
	 	(d)	 	offer, propose, seek to enter into, make any public
announcement with respect to, or otherwise participate in (with or
without conditions), any acquisition transaction, business
combination or other similar extraordinary transaction involving the
Corporation or any Subsidiary or any of its or their securities or
assets;
	 
	 	(e)	 	form, join or in any way participate in a “group” as defined
in Section 13(d)(3) of the Exchange Act, as amended, in connection
with any of the foregoing;
	 
	 	(f)	 	take any action which might force the Corporation or any
Subsidiary to make a public announcement with respect to any of the
foregoing;
	 
	 	(g)	 	seek or propose, alone or in concert with others, to
influence or control the management or policies of the Corporation;
or
	 
	 	(h)	 	request the Corporation or any of its representatives,
directly or indirectly, to amend or waive any provision of this
agreement.



Terms used herein not otherwise defined shall have the same meaning as set
forth in the Exchange Agreement. The term “Controlled Affiliate” shall mean
any Person controlled by NSTAR. Nothing herein shall be deemed to restrict
Thomas J. May in his capacity as a director of the Corporation. Nothing herein
shall be deemed to restrict or prevent the sale by NSTAR of Securities of the
Corporation, including in response to an offer to purchase or exchange for cash
or other consideration of securities of the Corporation or pursuant to a
merger, consolidation or other business combination involving the Corporation.


The name “NSTAR” means the trustee or trustees for the time being (as
trustee or trustees but not personally) under a Declaration of Trust dated
April 20, 1999, as amended from time to time, which is hereby referred to, and
a copy of which, as amended, has been filed with the Secretary of The
Commonwealth of Massachusetts.


 







 


Any obligation, agreement, or liability made, entered into, or incurred by or
on behalf of NSTAR binds only its trust estate, and no shareholder, director,
trustee, officer or agent thereof assumes or shall be held to any liability
therefor.


Kindly confirm your acceptance of these terms by having the enclosed copy of
this letter executed by an authorized officer of NSTAR and returned to me.


Sincerely yours,


/s/Timothy J. Stoklosa

Name: Timothy J. Stoklosa

Title: Executive Vice President


ACKNOWLEDGED AND AGREED:


NSTAR



	 	 	 	 	 
	By:	 	
/s/Douglas S. Horan
	 	June 19, 2002
	
	
	
	

	 	 	
Its: Senior Vice President