Exhibit 10.4


    
      

    

     

     

     

     

    SUBSIDIARIES
      GUARANTY 

     

    among

     

    CERTAIN
      SUBSIDIARIES OF RCN CORPORATION

     

    and

     

    DEUTSCHE
      BANK TRUST COMPANY AMERICAS,

    as
      FIRST-LIEN COLLATERAL AGENT

     

    
      
        

      

    

    Dated
      as
      of May 30, 2006

    
      

    

     

     

     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    



    SUBSIDIARIES
      GUARANTY

     

    SUBSIDIARIES
      GUARANTY (as amended, modified, restated and/or supplemented from time to time,
      this “Guaranty”),
      dated
      as of May 30, 2006, made by and among each of the undersigned guarantors (each,
      a “Guarantor”
and,
      together with any other entity that becomes a guarantor hereunder pursuant
      to
      Section 22 hereof, collectively, the “Guarantors”)
      in
      favor of Deutsche Bank Trust Company Americas, as Administrative Agent (together
      with any successor administrative agent, the “Administrative
      Agent”),
      for
      the benefit of the Secured Creditors (as defined below). Except as otherwise
      defined herein, all capitalized terms used herein and defined in the Credit
      Agreement (as defined below) shall be used herein as therein defined.


     

    W 
      I 
      T 
      N 
      E 
      S 
      S 
      E 
      T
       H
      :


     

    WHEREAS,
      RCN Corporation (the “Borrower”),
      the
      lenders from time to time party thereto (the “Lenders”),
      and
      the Administrative Agent, have entered into a Credit Agreement, dated as of
      May
      30, 2006 (as amended, modified, restated and/or supplemented from time to time,
      the “Credit
      Agreement”),
      providing for the making of Loans to, and the issuance of, and participation
      in,
      Letters of Credit for the account of the Borrower, all as contemplated therein
      (the Lenders, each Issuing Lender, the Administrative Agent, the Collateral
      Agent, each other Agent and the Pledgee are herein called the “Lender
      Creditors”);

     

    WHEREAS,
      the Borrower and/or one or more of its Subsidiaries may at any time and from
      time to time enter into one or more Interest Rate Protection Agreements and/or
      Other Hedging Agreements with one or more Lenders or any affiliate thereof
      (each
      such Lender or affiliate, even if the respective Lender subsequently ceases
      to
      be a Lender under the Credit Agreement for any reason, together with such
      Lender’s or affiliate’s successors and assigns, if any, collectively, the
“Other
      Creditors”
and,
      together with the Lender Creditors, the “Secured
      Creditors”);

     

    WHEREAS,
      each Guarantor is a direct or indirect Subsidiary of the Borrower;

     

    WHEREAS,
      it is a condition precedent to the making of Loans to the Borrower and the
      issuance of, and participation in, Letters of Credit for the account of the
      Borrower under the Credit Agreement and to the Other Creditors entering into
      Interest Rate Protection Agreements and Other Hedging Agreements that each
      Guarantor shall have executed and delivered to the Administrative Agent this
      Guaranty;

     

    WHEREAS,
      each Guarantor will obtain benefits from the incurrence of Loans by the Borrower
      and the issuance of, and participation in, Letters of Credit for the account
      of
      the Borrower under the Credit Agreement and the entering into by the Borrower
      and/or one or more of its Subsidiaries of Interest Rate Protection Agreements
      or
      Other Hedging Agreements and, accordingly, desires to execute this Guaranty
      in
      order to satisfy the condition described in the preceding paragraph and to
      induce the Lenders to make Loans to the Borrower and issue, and/or participate
      in, Letters of Credit for the account of the Borrower and the Other Creditors
      to
      enter into Interest Rate Protection Agreements or Other Hedging Agreements
      with
      the Borrower and/or one or more of its Subsidiaries; and

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    WHEREAS,
      each Guarantor has determined that the guaranties provided in this Guaranty
      are
      necessary or convenient to the conduct, promotion or attainment of the business
      of the Borrower, such Guarantor and the other Guarantors, may reasonably be
      expected to benefit, directly or indirectly, such Guarantor, and are in the
      best
      interests of such Guarantor;

     

    NOW,
      THEREFORE, in consideration of the foregoing and other benefits accruing to
      each
      Guarantor, the receipt and sufficiency of which are hereby acknowledged, each
      Guarantor hereby makes the following representations and warranties to the
      Administrative Agent for the benefit of the Secured Creditors and hereby
      covenants and agrees with each other Guarantor and the Administrative Agent
      for
      the benefit of the Secured Creditors as follows:

     

    1.   GUARANTY. (a) Each
      Guarantor, jointly and severally, irrevocably, absolutely and un-conditionally
      guarantees:

     

    (i)  to
      the
      Lender Creditors the full and prompt payment when due (whether at the stated
      maturity, by required prepayment, declaration, acceleration, demand or
      otherwise) of (x) the principal of, premium, if any, and interest on the Notes
      issued by, and the Loans made to, the Borrower under the Credit Agreement,
      and
      all reimbursement obligations and Unpaid Drawings with respect to Letters of
      Credit and (y) all other obligations (including, without limitation, obligations
      which, but for the automatic stay under Section 362(a) of the Bankruptcy Code,
      would become due), liabilities and indebtedness owing by the Borrower to the
      Lender Creditors under the Credit Agreement and each other Credit Document
      to
      which the Borrower is a party (including, without limitation, indemnities,
      Fees
      and interest thereon (including, without limitation, any interest accruing
      after
      the commencement of any bankruptcy, insolvency, receivership or similar
      proceeding at the rate provided for in the Credit Agreement, whether or not
      such
      interest is an allowed claim in any such proceeding)), whether now existing
      or
      hereafter incurred under, arising out of or in connection with the Credit
      Agreement and any such other Credit Document and the due performance and
      compliance by the Borrower with all of the terms, conditions, covenants and
      agreements contained in all such Credit Documents (all such principal, premium,
      interest, liabilities, indebtedness and obligations under this clause (i),
      except to the extent consisting of obligations or liabil-ities with respect
      to
      Interest Rate Protection Agreements or Other Hedging Agreements, being herein
      collectively called the “Credit
      Document Obligations”);
      and


     

    (ii)  to
      each
      Other Creditor the full and prompt payment when due (whether at the stated
      maturity, by required prepayment, declaration, acceleration, demand or
      otherwise) of all obligations (including, without limitation, obligations which,
      but for the automatic stay under Section 362(a) of the Bankruptcy Code, would
      become due), liabilities and indebtedness (including, without limitation, any
      interest accruing after the commencement of any bankruptcy, insolvency,
      receivership or similar proceeding at the rate provided for in the respective
      Interest Rate Protection Agreements or Other Hedging Agreements, whether or
      not
      such interest is an allowed claim in any such proceeding) owing by the Borrower
      and/or any other Guaranteed Party (as defined below) under any Interest Rate
      Protection Agreement and any Other Hedging Agreement to which it is a party,
      whether now in existence or hereafter arising, and the due performance and
      compliance by the Borrower and each such other Guaranteed Party with all of
      the
      terms, conditions, covenants and agreements contained therein (all such
      obligations, liabilities and indebtedness being herein collectively called
      the
“Other
      Obligations”,
      and
      together with the Credit Document Obligations are herein collectively called
      the
“Guaranteed
      Obligations”);
      provided
      that if
      at any time the aggregate notional amount of all then outstanding Interest
      Rate
      Protection Agreements and Other Hedging Agreements exceeds the Maximum Hedging
      Obligations Notional Amount, then amounts owing with respect to such excess
      shall not constitute Other Obligations hereunder; provided however
      that, if
      at the time of the entering into of any Interest Rate Protection Agreement
      or
      Other Hedging Agreement the respective Other Creditors obtained an officer’s
      certificate of the Borrower or a representation by the Borrower that the
      aggregate notional amount thereof when added to the aggregate notional amount
      of
      all other then outstanding Interest Rate Protection Agreements and Other Hedging
      Agreements which constitute Other Obligations hereunder, shall not or would
      not
      exceed the Maximum Hedging Obligations Notional Amount, then such Interest
      Rate
      Protection Agreement or Other Hedging Agreement, as the case may be (and all
      obligations thereunder as described above), shall constitute Other Obligations
      for all purposes hereof notwithstanding the fact that the Maximum Hedging
      Obligations Notional Amount has actually been exceeded. 

     

    
      
        
        

      

      
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    As
      used
      herein, the term (x) “Guaranteed
      Party”
shall
      mean the Borrower and each Subsidiary of the Borrower party to any Interest
      Rate
      Protection Agreement or Other Hedging Agreement with an Other Creditor and
      (y)
“Maximum
      Hedging Obligations Notional Amount”
shall
      mean an aggregate notional amount equal to $325,000,000.
      Each
      Guarantor understands, agrees and confirms that the Secured Creditors may
      enforce this Guaranty up to the full amount of the Guaranteed Obligations
      against such Guarantor without proceeding against any other Guarantor, the
      Borrower or any other Guaranteed Party, or against any security for the
      Guaranteed Obligations, or under any other guaranty covering all or a portion
      of
      the Guaranteed Obligations. This Guaranty is a guaranty of prompt payment and
      performance and not of collection.

     

    (b)  Additionally,
      each Guarantor, jointly and severally, unconditionally, absolutely and
      irrevocably, guarantees the payment of any and all Guaranteed Obligations
      whether or not due or payable by the Borrower or any other Guaranteed Party
      upon
      the occurrence in respect of the Borrower or any other Guaranteed Party of
      any
      of the events specified in Section 10.05 of the Credit Agreement, and
      unconditionally, absolutely and irrevocably, jointly and severally, promises
      to
      pay such Guaranteed Obligations to the Secured Creditors, or order, on
      demand.

     

    2.
        LIABILITY
      OF GUARANTORS ABSOLUTE.
      The
      liability of each Guarantor hereunder is absolute, joint and several, and
      unconditional and is exclusive and independent of any security for or other
      guaranty of the indebtedness of the Borrower or any other Guaranteed Party
      whether executed by such Guarantor, any other Guarantor, any other guarantor
      or
      by any other party, and the liability of each Guarantor hereunder shall not
      be
      affected or impaired by any circumstance or occurrence whatsoever, including,
      without limitation: (a) any direction as to application of payment by the
      Borrower, any other Guaranteed Party or any other party, (b) any other
      continuing or other guaranty, undertaking or maximum liability of a Guarantor
      or
      of any other party as to the Guaranteed Obligations, (c) any pay-ment on or
      in
      reduction of any such other guaranty or undertaking, (d) any dissolution,
      termination or increase, decrease or change in personnel by the Borrower or
      any
      other Guaranteed Party, (e) the failure of the Guarantor to receive any benefit
      from or as a result of its execution, delivery and performance of this Guaranty,
      (f) any payment made to any Secured Creditor on the indebtedness which any
      Secured Creditor repays the Borrower or any other Guaranteed Party pursuant
      to
      court order in any bankruptcy, reorganization, arrangement, mora-torium or
      other
      debtor relief proceeding, and each Guarantor waives any right to the deferral
      or
      modification of its obligations hereunder by reason of any such proceeding,
      (g) any action or inaction by the Secured Creditors as contemplated in
      Section 5 hereof or (h) any invalidity, rescission, irregularity or
      unenforceability of all or any part of the Guaranteed Obligations or of any
      security therefor.

     

    
      
        
        

      

      
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    3.
        OBLIGATIONS
      OF GUARANTORS INDEPENDENT.
      The
      obligations of each Guarantor hereunder are independent of the obligations
      of
      any other Guarantor, any other guarantor, the Borrower or any other Guaranteed
      Party, and a separate action or actions may be brought and prosecuted against
      each Guarantor whether or not action is brought against any other Guarantor,
      any
      other guarantor, the Borrower or any other Guaranteed Party and whether or
      not
      any other Guarantor, any other guarantor, the Borrower or any other Guaranteed
      Party be joined in any such action or actions. Each Guarantor waives (to the
      fullest extent permitted by applicable law) the benefits of any statute of
      limitations affecting its liability hereunder or the enforcement thereof. Any
      payment by the Borrower or any other Guaranteed Party or other circumstance
      which operates to toll any statute of limitations as to the Borrower or such
      other Guaranteed Party shall operate to toll the statute of limitations as
      to
      each Guarantor.

     

    4.
        WAIVERS
      BY GUARANTORS. (a)   Each
      Guarantor hereby waives (to the fullest extent permitted by applicable law)
      notice of acceptance of this Guaranty and notice of the existence, creation
      or
      incurrence of any new or additional liability to which it may apply, and waives
      promptness, diligence, presentment, demand of pay-ment, demand for performance,
      protest, notice of dishonor or nonpayment of any such liabilities, suit or
      taking of other action by the Administrative Agent or any other Secured Creditor
      against, and any other notice to, any party liable thereon (including such
      Guarantor, any other Guarantor, any other guarantor, the Borrower or any other
      Guaranteed Party) and each Guarantor further hereby waives any and all notice
      of
      the creation, renewal, extension or accrual of any of the Guaranteed Obligations
      and notice or proof of reliance by any Secured Creditor upon this Guaranty,
      and
      the Guaranteed Obligations shall conclusively be deemed to have been created,
      contracted or incurred, or renewed, extended, amended, modified, supplemented
      or
      waived, in reliance upon this Guaranty.

     

    (b)     Each
      Guarantor waives any right to require the Secured Creditors to: (i) proceed
      against the Borrower, any other Guaranteed Party, any other Guarantor, any
      other
      guarantor of the Guaranteed Obligations or any other party; (ii) proceed against
      or exhaust any security held from the Borrower, any other Guaranteed Party,
      any
      other Guarantor, any other guarantor of the Guaranteed Obligations or any other
      party; or (iii) pursue any other remedy in the Secured Creditors’ power
      whatsoever. Each Guarantor waives any defense based on or arising out of any
      defense of the Borrower, any other Guaranteed Party, any other Guarantor, any
      other guarantor of the Guaranteed Obligations or any other party other than
      payment in full in cash of the Guaranteed Obligations, including, without
      limitation, any defense based on or arising out of the disability of the
      Borrower, any other Guaranteed Party, any other Guarantor, any other guarantor
      of the Guaranteed Obligations or any other party, or the unenforceability of
      the
      Guaranteed Obligations or any part thereof from any cause, or the cessation
      from
      any cause of the liability of the Borrower or any other Guaranteed Party other
      than payment in full in cash of the Guaranteed Obligations. The Secured
      Creditors may, at their election, foreclose on any collateral serving as
      security held by the Administrative Agent, the Collateral Agent or the other
      Secured Creditors by one or more judicial or nonjudicial sales, whether or
      not
      every aspect of any such sale is commercially reason-able (to the extent such
      sale is permitted by applicable law), or exercise any other right or remedy
      the
      Secured Creditors may have against the Borrower, any other Guaranteed Party
      or
      any other party, or any security, without affecting or impairing in any way
      the
      liability of any Guarantor hereunder except to the extent the Guaranteed
      Obligations have been paid in full in cash. Each Guarantor waives any defense
      arising out of any such election by the Secured Creditors, even though such
      election operates to impair or extinguish any right of reimbursement,
      contribution, indemnification or subrogation or other right or remedy of such
      Guarantor against the Borrower, any other Guaranteed Party, any other guarantor
      of the Guaranteed Obligations or any other party or any security.

     

    
      
        
        

      

      
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    (c)     Each
      Guarantor has knowledge and assumes all responsibility for being and keeping
      itself informed of the Borrower’s, each other Guaranteed Party’s and each other
      Guarantor’s financial condition, affairs and assets, and of all other
      circumstances bearing upon the risk of nonpayment of the Guaranteed Obligations
      and the nature, scope and extent of the risks which such Guarantor assumes
      and
      incurs hereunder, and has adequate means to obtain from the Borrower, each
      other
      Guaranteed Party and each other Guarantor on an ongoing basis information
      relating thereto and the Borrower’s, each other Guaranteed Party’s and each
      other Guarantor’s ability to pay and perform its respective Guaranteed
      Obligations, and agrees to assume the responsibility for keeping, and to keep,
      so informed for so long as this Guaranty is in effect. Each Guarantor
      acknowledges and agrees that (x) the Secured Creditors shall have no obligation
      to investigate the financial condition or affairs of the Borrower, any other
      Guaranteed Party or any other Guarantor for the benefit of such Guarantor nor
      to
      advise such Guarantor of any fact respecting, or any change in, the financial
      condition, assets or affairs of the Borrower, any other Guaranteed Party or
      any
      other Guarantor that might become known to any Secured Creditor at any time,
      whether or not such Secured Creditor knows or believes or has reason to know
      or
      believe that any such fact or change is unknown to such Guarantor, or might
      (or
      does) increase the risk of such Guarantor as guarantor hereunder, or might
      (or
      would) affect the willingness of such Guarantor to continue as a guarantor
      of
      the Guaranteed Obligations hereunder and (y) the Secured Creditors shall have
      no
      duty to advise any Guarantor of information known to them regarding any of
      the
      aforementioned circumstances or risks.

     

    (d)     Each
      Guarantor hereby acknowledges and affirms that it understands that to the extent
      the Guaranteed Obligations are secured by Real Property located in the State
      of
      California, such Guarantor shall be liable for the full amount of the liability
      hereunder notwithstanding foreclosure on such Real Property by trustee sale
      or
      any other reason impairing such Guarantor’s or any Secured Creditors’ right to
      proceed against any Borrower, any other Guaranteed Party or any other guarantor
      of the Guaranteed Obligations. 

     

    
      
        
        

      

      
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    (e)     Each
      Guarantor hereby waives (to
      the
      fullest extent permitted by applicable law)
      all
      rights and benefits under Section 580a, 580b, 580d and 726 of the California
      Code of Civil Procedure. Each Guarantor hereby further waives (to
      the
      fullest extent permitted by applicable law),
      without
      limiting the generality of the foregoing or any other provision hereof, all
      rights and benefits which might otherwise be available to such Guarantor under
      Sections 2809, 2810, 2815, 2819, 2821, 2839, 2845, 2848, 2849, 2850, 2899 and
      3433 of the California Civil Code. 

     

    (f)     Until
      the
      Guaranteed Obligations have been paid in full in cash, each Guarantor waives
      its
      rights of subrogation and reimbursement and any other rights and defenses
      available to such Guarantor by reason of Sections 2787 to 2855, inclusive,
      of
      the California Civil Code, including, without limitation, (1) any defenses
      such
      Guarantor may have to this Guaranty by reason of an election of remedies by
      the
      Secured Creditors and (2) any rights or defenses such Guarantor may have by
      reason of protection afforded to any Borrower or any other Guaranteed Party
      pursuant to the antideficiency or other laws of California limiting or
      discharging such Borrower’s or such other Guaranteed Party’s indebtedness,
      including, without limitation, Section 580a, 580b, 580d or 726 of the California
      Code of Civil Procedure. In furtherance of such provisions, each Guarantor
      hereby waives all rights and defenses arising out of an election of remedies
      by
      the Secured Creditors, even though that election of remedies, such as a
      nonjudicial foreclosure, might destroy such Guarantor’s rights of subrogation
      and reimbursement against any Borrower or any other Guaranteed Party by the
      operation of Section 580d of the California Code of Civil Procedure or
      otherwise. 

     

    (g)     Each
      Guarantor hereby acknowledges and agrees that no Secured Creditor nor any other
      Person shall be under any obligation (a) to marshal any assets in favor of
      the
      Guarantor or in payment of any or all of the liabilities of any Guaranteed
      Party
      under the Documents or the obligation of the Guarantor hereunder or (b) to
      pursue any other remedy that the Guarantor may or may not be able to pursue
      itself, any right to which the Guarantor hereby waives.

     

    (h)    Each
      Guarantor warrants and agrees that each of the waivers set forth in Section
      3
      and in this Section 4 is made with full knowledge of its significance and
      consequences and that if any of such waivers are determined to be contrary
      to
      any applicable law or public policy, such waivers shall be effective only to
      the
      maximum extent permitted by applicable law.

     

    5.
        RIGHTS
      OF SECURED CREDITORS.
      Subject
      to Sections 4 and 13, any Secured Creditor may (except as shall be required
      by
      applicable statute that cannot be waived) at any time and from time to time
      without the consent of, or notice to, any Guarantor, without incurring
      responsibility to such Guarantor, without impairing or releasing the obligations
      or liabilities of such Guarantor hereunder, upon or without any terms or
      conditions and in whole or in part:

     

    
      
        
        

      

      
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    (a)  change
      the manner, place or terms of payment of, and/or change, increase or extend
      the
      time of payment of, renew, increase, accelerate or alter, any of the Guaranteed
      Obligations (including, without limitation, any increase or decrease in the
      rate
      of interest thereon or the principal amount thereof), any security therefor,
      or
      any liability incurred directly or indirectly in respect thereof, and the
      guaranty herein made shall apply to the Guaranteed Obligations as so changed,
      extended, increased, accelerated, renewed or altered;

     

    (b)  take
      and
      hold security for the payment of the Guaranteed Obligations and sell, exchange,
      release, surrender, impair, realize upon or otherwise deal with in any manner
      and in any order any property or other collateral by whomsoever at any time
      pledged or mortgaged to secure, or howsoever securing, the Guaranteed
      Obligations or any liabilities (including any of those hereunder) incurred
      directly or indirectly in respect thereof or hereof, and/or any offset
      thereagainst;

     

    (c)  exercise
      or refrain from exercising any rights against the Borrower, any other Guaranteed
      Party, any other Credit Party, any Subsidiary thereof, any other guarantor
      of
      the Borrower or others or otherwise act or refrain from acting;

     

    (d)  release
      or substitute any one or more endorsers, Guarantors, other guarantors, the
      Borrower, any other Guaranteed Party or other obligors; 

     

    (e)  settle
      or
      compromise any of the Guaranteed Obligations, any security therefor or any
      liability (including any of those hereunder) incurred directly or indirectly
      in
      respect thereof or hereof, and may subordinate the payment of all or any part
      thereof to the payment of any liability (whether due or not) of the Borrower
      or
      any other Guaranteed Party to creditors of the Borrower or such other Guaranteed
      Party other than the Secured Creditors;

     

    (f)  apply
      any
      sums by whomsoever paid or howsoever realized to any liability or liabilities
      of
      the Borrower or any other Guaranteed Party to the Secured Creditors regardless
      of what liabilities of the Borrower or such other Guaranteed Party remain
      unpaid;

     

    (g)  consent
      to or waive any breach of, or any act, omission or default under, any of the
      Interest Rate Protection Agreements or Other Hedging Agreements, the Credit
      Documents or any of the instruments or agreements referred to therein, or
      otherwise amend, modify or supplement any of the Interest Rate Protection
      Agreements or Other Hedging Agreements, the Credit Documents or any of such
      other instruments or agreements;

     

    (h)  act
      or
      fail to act in any manner which may deprive such Guarantor of its right to
      subrogation against the Borrower or any other Guaranteed Party to recover full
      indemnity for any payments made pursuant to this Guaranty; and/or

     

    
      
        
        

      

      
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    (i)  take
      any
      other action or omit to take any other action which would, under otherwise
      applicable principles of common law, give rise to a legal or equitable discharge
      of such Guarantor from its liabilities under this Guaranty (including, without
      limitation, any action or omission whatsoever that might otherwise vary the
      risk
      of the Guarantor or constitute a legal or equitable defense to or discharge
      of
      the liabilities of a guarantor or surety or that might otherwise limit recourse
      against the Guarantor).

     

    No
      invalidity, illegality, irregularity or unenforceability of all or any part
      of
      the Guaranteed Obligations, the Credit Documents or any other agreement or
      instrument relating to the Guaranteed Obligations or of any security or
      guarantee therefor shall affect, impair or be a defense to this Guaranty, and
      this Guaranty shall be absolute and unconditional notwithstanding the occurrence
      of any event or the existence of any other circumstances which might constitute
      a legal or equitable discharge of a surety or guarantor except payment in full
      in cash of the Guaranteed Obligations.

     

    6.
        CONTINUING
      GUARANTY. This
      Guaranty is a continuing one and all liabilities to which it applies or may
      apply under the terms hereof shall be conclusively presumed to have been created
      in reliance hereon. No failure or delay on the part of any Secured Creditor
      in
      exercising any right, power or privilege hereunder shall operate as a waiver
      thereof, nor shall any single or partial exercise of any right, power or
      privilege hereunder preclude any other or further exercise thereof or the
      exercise of any other right, power or privilege. The rights and remedies herein
      expressly specified are cumulative and not exclusive of any rights or remedies
      which any Secured Creditor would otherwise have. No notice to or demand on
      any
      Guarantor in any case shall entitle such Guarantor to any other further notice
      or demand in similar or other circumstances or constitute a waiver of the rights
      of any Secured Creditor to any other or further action in any circumstances
      without notice or demand. It is not necessary for any Secured Creditor to
      inquire into the capacity or powers of the Borrower or any other Guaranteed
      Party or the officers, directors, partners or agents acting or purporting to
      act
      on its or their be-half, and any indebtedness made or created in reliance upon
      the professed exercise of such powers shall be guaranteed
      hereunder.

     

    7.
        SUBORDINATION
      OF INDEBTEDNESS HELD BY GUARANTORS.
      Any
      indebtedness of the Borrower or any other Guaranteed Party now or hereafter
      held
      by any Guarantor is hereby subordinated to the indebtedness of the Borrower
      or
      such other Guaranteed Party to the Secured Creditors; and such indebtedness
      of
      the Borrower or such other Guaranteed Party to any Guarantor, if the
      Administrative Agent or the Collateral Agent, after an Event of Default has
      occurred and is continuing, so requests, shall be collected, enforced and
      received by such Guarantor as trustee for the Secured Creditors and be paid
      over
      to the Secured Creditors on account of the indebtedness of the Borrower or
      such
      other Guaranteed Party to the Secured Creditors, but without affecting or
      impairing in any manner the liability of such Guarantor under the other
      provisions of this Guaranty. Prior to the transfer by any Guarantor of any
      note
      or negotiable instrument evidencing any indebtedness of the Borrower or any
      other Guaranteed Party to such Guarantor, such Guarantor shall mark such note
      or
      negotiable instrument with a legend that the same is subject to this
      subordination. Without limiting the generality of the foregoing, each Guarantor
      hereby agrees with the Secured Creditors that it will not exercise any right
      of
      subrogation which it may at any time otherwise have as a result of this Guaranty
      (whether contractual, under Section 509 of the Bankruptcy Code or otherwise)
      until all Guaranteed Obligations have been irrevocably paid in full in cash;
      provided,
      that if
      any amount shall be paid to the Guarantor on account of such subrogation rights
      at any time prior to the irrevocable payment in full in cash of all the
      Guaranteed Obligations, such amount shall be held in trust for the benefit
      of
      the Secured Creditors and shall forthwith be paid to the Secured Creditors
      to be
      credited and applied upon the Guaranteed Obligations, whether matured or
      unmatured, in accordance with the terms of the Credit Documents or, if the
      Credit Documents do not provide for the application of such amount, to be held
      by the Secured Creditors as collateral security for any Guaranteed Obligations
      thereafter existing. 

     

    
      
        
        

      

      
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    8.
        GUARANTY
      ENFORCEABLE BY ADMINISTRATIVE AGENT OR COLLATERAL AGENT.
      Notwithstanding anything to the contrary contained elsewhere in this Guaranty,
      the Secured Creditors agree (by their acceptance of the benefits of this
      Guaranty) that this Guaranty may be enforced only by the action of the
      Administrative Agent or the Collateral Agent, in each case acting upon the
      instructions of the Required Lenders (or, after the date on which all Credit
      Document Obligations have been paid in full, the holders of at least a majority
      of the outstanding Other Obligations) and that no other Secured Creditor shall
      have any right individually to seek to enforce or to enforce this Guaranty
      or to
      realize upon the security to be granted by the Security Documents, it being
      understood and agreed that such rights and remedies may be exercised by the
      Administrative Agent or the Collateral Agent or, after all the Credit Document
      Obligations have been paid in full, by the holders of at least a majority of
      the
      outstanding Other Obligations, as the case may be, for the benefit of the
      Secured Creditors upon the terms of this Guaranty and the Security Documents.
      The Secured Creditors further agree that this Guaranty may not be enforced
      against any director, officer, employee, partner, member or stockholder of
      any
      Guarantor (except to the extent such partner, member or stockholder is also
      a
      Guarantor hereunder). It
      is
      understood and agreed that the agreement in this Section 8 is among and solely
      for the benefit of the Secured Creditors and that, if the Required Lenders
      (or,
      after the date on which all Credit Document Obligations have been paid in full,
      the holders of at least a majority of the outstanding Other Obligations) so
      agree (without requiring the consent of any Guarantor), this Guaranty may be
      directly enforced by any Secured Creditor. 

     

    9.
        REPRESENTATIONS,
      WARRANTIES AND COVENANTS OF GUARANTORS.
      In
      order to induce the Lenders to make Loans to, and issue Letters of Credit for
      the account of, the Borrower pursuant to the Credit Agreement, and in order
      to
      induce the Other Creditors to execute, deliver and perform the Interest Rate
      Protection Agreements and Other Hedging Agreements to which they are a party,
      each Guarantor represents, warrants and covenants that:

     

    (a)  such
      Guarantor (i) is a duly organized and validly existing corporation, partnership
      or limited liability company, as the case may be, in good standing under the
      laws of the jurisdiction of its organization, (ii) has the corporate,
      partnership or limited liability company power and authority, as the case may
      be, to own its property and assets and to transact the business in which it
      is
      engaged and presently proposes to engage and (iii) is duly qualified and is
      authorized to do business and is in good standing in each jurisdiction where
      the
      conduct of its business requires such qualification except for failures to
      be so
      qualified which, either individually or in the aggregate, could not reasonably
      be expected to have a Material Adverse Effect;

     

    
      
        
        

      

      
        -9-

        
          

        

      

      
        
        

      

    

     

    (b)  such
      Guarantor has the corporate, partnership or limited liability company power
      and
      authority, as the case may be, to execute, deliver and perform the terms and
      provisions of this Guaranty and each other Credit Document (such
      term, for purposes of this Guaranty, to mean each Credit Document (as defined
      in
      the Credit Agreement) and each Interest Rate Protection Agreement and Other
      Hedging Agreement with an Other Creditor) to
      which
      it is a party and has taken all necessary corporate, partnership or limited
      liability company action, as the case may be, to authorize the execution,
      delivery and performance by it of this Guaranty and each such other Credit
      Document;

     

    (c)  such
      Guarantor has duly executed and delivered this Guaranty and each other Credit
      Document to which it is a party, and this Guaranty and each such other Credit
      Document constitutes the legal, valid and binding obligation of such Guarantor
      enforceable in accordance with its terms, except to the extent that the
      enforceability hereof or thereof may be limited by applicable bankruptcy,
      insolvency, reorganization, moratorium or other similar laws generally affecting
      creditors’ rights and by equitable principles (regardless of whether enforcement
      is sought in equity or at law);

     

    (d)  neither
      the execution, delivery or performance by such Guarantor of this Guaranty or
      any
      other Credit Document to which it is a party, nor compliance by it with the
      terms and provisions hereof and thereof, will (i) contravene any provision
      of
      any applicable law, statute, rule or regulation or any applicable order, writ,
      injunction or decree of any court or governmental instrumentality, (ii) violate
      or result in any breach of any of the terms, covenants, conditions or provisions
      of, or constitute a default under, or result in the creation or imposition
      of
      (or the obligation to create or impose) any Lien (except pursuant to the
      Security Documents) upon any of the property or assets of such Guarantor or
      any
      of its Subsidiaries pursuant to the terms of any indenture, mortgage, deed
      of
      trust, loan agreement, credit agreement, or any other material agreement,
      contract or instrument to which such Guarantor or any of its Subsidiaries is
      a
      party or by which it or any of its property or assets is bound or to which
      it
      may be subject or (iii) violate any provision of the certificate or articles
      of
      incorporation, by-laws, partnership agreement or limited liability company
      agreement (or equivalent organizational documents), as the case may be, of
      such
      Guarantor or any of its Subsidiaries; 

     

    (e)  no
      order,
      consent, approval, license, authorization or validation of, or filing, recording
      or registration with (except as have been obtained or made prior to the date
      when required and which remain in full force and effect or, in the case of
      UCC-1
      financing statements, will be made within ten days of the Initial Borrowing
      Date), or exemption by, any governmental or public body or authority, or any
      subdivision thereof, is required to authorize, or is required in connection
      with, (i) the execution, delivery and performance of this Guaranty by such
      Guarantor or any other Credit Document to which such Guarantor is a party or
      (ii) the legality, validity, binding effect or enforceability of this Guaranty
      or any other Document to which such Guarantor is a party;

     

    
      
        
        

      

      
        -10-

        
          

        

      

      
        
        

      

    

     

    (f)  there
      are
      no actions, suits or proceedings pending or, to such Guarantor’s knowledge,
      threatened (i) with respect to this Guaranty or any other Credit Document to
      which such Guarantor is a party, (ii) with respect to such Guarantor or any
      of
      its Subsidiaries that, either individually or in the aggregate, could reasonably
      be expected to have a material adverse effect on the business, operations,
      property, assets, liabilities, condition (financial or otherwise) or prospects
      of the Borrower and its Subsidiaries taken as a whole or
      (iii)
      that could reasonably be expected to have a material adverse effect on the
      rights or remedies of the Secured Creditors or on the ability of such Guarantor
      to perform its obligations to the Secured Creditors hereunder and under the
      other Credit Documents to which it is a party;

     

    (g)  until
      the
      termination of the Total Commitment and all Interest Rate Protection Agreements
      and Other Hedging Agreements with an Other Creditor and until such time as
      no
      Note or Letter of Credit remains outstanding and all Guaranteed Obligations
      have
      been paid in full (other than indemnities described in Section 12.06 of the
      Credit Agreement and analogous provisions in the Security Documents which are
      not then due and payable), such Guarantor will comply, and will cause each
      of
      its Subsidiaries to comply, with all of the applicable provisions, covenants
      and
      agreements contained in Sections 8 and 9 of the Credit Agreement, and will
      take,
      or will refrain from taking, as the case may be, all actions that are necessary
      to be taken or not taken so that no violation of any provision, covenant or
      agreement contained in Section 12.06 of the Credit Agreement, and so that no
      Default or Event of Default, is caused by the actions of such Guarantor or
      any
      of its Subsidiaries; and

     

    (h)  an
      executed (or conformed) copy of each of the Credit Documents, the Interest
      Rate
      Protection Agreements and the Other Hedging Agreements has been made available
      to a senior officer of such Guarantor and such officer is familiar with the
      contents thereof.

     

    10.
        EXPENSES.
      The
      Guarantors hereby jointly and severally agree to pay all reasonable
      out-of-pocket costs and expenses of the Collateral Agent, the Administrative
      Agent and each other Secured Creditor in connection with the enforcement of
      this
      Guaranty and the protection of the Secured Creditors’ rights hereunder and any
      amendment, waiver or consent relating hereto (including, in each case, without
      limitation, the reasonable fees and disbursements of counsel (including in-house
      counsel) employed by the Collateral Agent, the Administrative Agent and each
      other Secured Creditor).

     

    11.
        BENEFIT
      AND BINDING EFFECT.
      This
      Guaranty shall be binding upon each Guarantor and its successors and assigns
      and
      shall inure to the benefit of the Secured Creditors and their successors and
      assigns.

     

    12.
        AMENDMENTS;
      WAIVERS.
      Neither
      this Guaranty nor any provision hereof may be changed, waived, discharged or
      terminated except with the written consent of each Guarantor directly affected
      thereby (it being understood that the addition or release of any Guarantor
      hereunder shall not constitute a change, waiver, discharge or termination
      affecting any Guarantor other than the Guarantor so added or released) and
      with
      the written consent of either (x) the Required Lenders (or, to the extent
      required by Section 13.12 of the Credit Agreement, with the written consent
      of
      each Lender) at all times prior to the time at which all Credit Document
      Obligations have been paid in full and all Commitments and Letters of Credit
      under the Credit Agreement have been terminated or (y) the holders of at least
      a
      majority of the outstanding Other Obligations at all times after the time at
      which all Credit Document Obligations have been paid in full and all Commitments
      and Letters of Credit under the Credit Agreement have been terminated;
provided,
      that
      any change, waiver, modification or variance affecting the rights and benefits
      of a single Class (as defined below) of Secured Creditors (and not all Secured
      Creditors in a like or similar manner) shall also require the written consent
      of
      the Requisite Creditors (as defined below) of such Class of Secured Creditors.
      For the purpose of this Guaranty, the term “Class”
shall
      mean each class of Secured Creditors, i.e.,
      whether
      (x) the Lender Creditors as holders of the Credit Document Obligations or (y)
      the Other Creditors as the holders of the Other Obligations. For the purpose
      of
      this Guaranty, the term “Requisite
      Creditors”
of
      any
      Class shall mean (x) with respect to the Credit Document Obligations, the
      Required Lenders (or, to the extent required by Section 13.12 of the Credit
      Agreement, each Lender) and (y) with respect to the Other Obligations, the
      holders of at least a majority of the aggregate notional amount of all Other
      Obligations outstanding from time to time under the Interest Rate Protection
      Agreements and Other Hedging Agreements.

     

    
      
        
        

      

      
        -11-

        
          

        

      

      
        
        

      

    

     

    13.
        SET
      OFF.
      In
      addition to any rights now or hereafter granted under applicable law (including,
      without limitation, Section 151 of the New York Debtor and Creditor Law) and
      not
      by way of limitation of any such rights, upon the occurrence and during the
      continuance of an Event of Default (such term to mean and include any “Event of
      Default” as defined in the Credit Agreement and any payment default under any
      Interest Rate Protection Agreement or Other Hedging Agreement with an Other
      Creditor continuing after any applicable grace period), each Secured Creditor
      is
      hereby authorized, at any time or from time to time, without prior notice to
      any
      Guarantor or to any other Person, any such notice being expressly waived, to
      set
      off and to appropriate and apply any and all deposits (general or special)
      and
      any other indebtedness at any time held or owing by such Secured Creditor to
      or
      for the credit or the account of such Guarantor, against and on account of
      the
      obligations and liabilities of such Guarantor to such Secured Creditor under
      this Guaranty, irrespective of whether or not such Secured Creditor shall have
      made any demand hereunder and although said obligations, liabilities, deposits
      or claims, or any of them, shall be contingent or unmatured. Notwith-standing
      anything to the contrary contained in this Guaranty, at any time that the
      Guaranteed Obligations shall be secured by any Real Property located in the
      State of California, no Secured Creditor shall exercise any right of set-off,
      lien or counterclaim or take any court or administrative action or institute
      any
      proceedings to enforce any provision of this Guaranty without the prior consent
      of the Administrative Agent or the Required Lenders or, to the extent required
      by Section 13.12 of the Credit Agreement, all of the Lenders, if such setoff
      or
      action or proceeding would or might (pursuant to Sections 580a, 580b, 580d
      and
      726 of the California Code of Civil Procedure or Section 2924 of the California
      Civil Code, if applicable, or otherwise) affect or impair the validity,
      priority, or enforceability of the liens granted to the Collateral Agent
      pursuant to the Security Documents or the enforceability of the Guaranteed
      Obligations hereunder, and any attempted exercise by any Secured Creditor or
      the
      Administrative Agent of any such right without obtaining such consent of the
      Required Lenders or the Administrative Agent shall be null and void. It is
      understood and agreed that the foregoing sentence of this Section 13 is for
      the
      sole benefit of the Secured Creditors and may be amended, modified or waived
      in
      any respect by the Required Lenders (without any requirement of prior notice
      to
      or consent by any Credit Party or any other Person) and does not constitute
      a
      waiver of any rights against any Credit Party or against any Collateral.
Each
      Secured Creditor (by its acceptance of the benefits hereof) acknowledges and
      agrees that the provisions of this Section 13 are subject to the sharing
      provisions set forth in Section 13.06 of the Credit Agreement.
      The
      Administrative Agent or the applicable Secured Party shall promptly notify
      the
      affected Guarantor of any such set-off and the application made by the
      Administrative Agent or such Secured Party of the proceeds thereof; provided,
      however,
      that
      the failure to give such notice shall not affect the validity of such set-off
      and application.

     

    
      
        
        

      

      
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    14.
        NOTICE.
      Except
      as otherwise specified herein, all notices, requests, demands or other
      communications to or upon the respective parties hereto shall be sent or
      delivered by mail, telegraph, telex, telecopy, cable or courier service and
      all
      such notices and communications shall, when mailed, telegraphed, telexed,
      telecopied, or cabled or sent by courier, be effective when deposited in the
      mails, delivered to the telegraph com-pany, cable company or over-night courier,
      as the case may be, or sent by telex or telecopier, except that notices and
      communications to the Administrative Agent or any Guarantor shall not be
      effective until received by the Administrative Agent or such Guarantor, as
      the
      case may be. All notices and other communications shall be in writing and
      addressed to such party at (i) in the case of any Lender Creditor, as provided
      in the Credit Agreement, (ii) in the case of any Guarantor, c/o RCN Corporation,
      196 Van Buren Street, Suite 300, Herndon, VA 20170, Attention: Edward J. O’Hara,
      Treasurer, Tel: (703) 434-8249, Fax: (703) 434-8437, with a copy to Benjamin
      R.
      Preston, General Counsel, RCN Corporation, 196 Van Buren Street, Herndon,
      Virginia 20170, Tel: (703) 434-8440, Fax: (703) 434-8461 and (iii) in the case
      of any Other Creditor, at such address as such Other Creditor shall have
      specified in writing to the Guarantors; or in any case at such other address
      as
      any of the Persons listed above may hereafter notify the others in
      writing. 

     

    15.
        REINSTATEMENT.
      If any
      claim is ever made upon any Secured Creditor for repayment or recovery of any
      amount or amounts received in payment or on account of any of the Guaranteed
      Obligations and any of the aforesaid payees repays all or part of said amount
      by
      reason of (i) any judgment, decree or order of any court or administrative
      body
      having jurisdiction over such payee or any of its property or (ii) any
      settlement or compromise of any such claim effected by such payee with any
      such
      claimant (including, without limitation, the Borrower or any other Guaranteed
      Party), then and in such event each Guarantor agrees that any such judgment,
      decree, order, settlement or compromise shall be binding upon such Guarantor,
      notwithstanding any revocation hereof or the cancellation of any Note, any
      Interest Rate Protection Agreement, any Other Hedging Agreement or any other
      instrument evidencing any liability of the Borrower or any other Guaranteed
      Party, and such Guarantor shall be and remain liable to the aforesaid payees
      hereunder for the amount so repaid or recovered to the same extent as if such
      amount had never originally been received by any such payee. 

     

    16.
        CONSENT
      TO JURISDICTION; SERVICE OF PROCESS; AND WAIVER OF TRIAL BY JURY. (a) THIS
      GUARANTY AND THE RIGHTS AND OBLIGATIONS OF THE SECURED CREDITORS AND OF THE
      UNDERSIGNED HEREUNDER SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH
      THE
      LAW OF THE STATE OF NEW YORK. Any legal action or proceeding with respect to
      this Guaranty or any other Credit Document to which any Guarantor is a party
      may
      be brought in the courts of the State of New York or of the United States of
      America for the Southern District of New York, in each case located within
      the
      County of New York, and, by execution and delivery of this Guaranty, each
      Guarantor hereby irrevocably accepts for itself and in respect of its property,
      generally and unconditionally, the jurisdiction of the aforesaid courts. Each
      Guarantor hereby further irrevocably waives any claim that any such courts
      lack
      jurisdiction over such Guarantor, and agrees not to plead or claim, in any
      legal
      action or proceeding with respect to this Guaranty or any other Credit Document
      to which such Guarantor is a party brought in any of the aforesaid courts,
      that
      any such court lacks jurisdiction over such Guarantor. Each Guarantor further
      irrevocably consents to the service of process out of any of the aforementioned
      courts in any such action or proceeding by the mailing of copies thereof by
      registered or certified mail, postage prepaid, to each Guarantor at its address
      set forth opposite its signature below, such service to become effective 30
      days
      after such mailing. Each Guarantor hereby irrevocably waives any objection
      to
      such service of process and further irrevocably waives and agrees not to plead
      or claim in any action or proceeding commenced hereunder or under any other
      Credit Document to which such Guarantor is a party that such service of process
      was in any way invalid or ineffective. Nothing herein shall affect the right
      of
      any of the Secured Creditors to serve process in any other manner permitted
      by
      law or to commence legal proceedings or otherwise proceed against each Guarantor
      in any other jurisdiction.

     

    
      
        
        

      

      
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    (b)     Each
      Guarantor hereby irrevocably waives (to the fullest extent permitted by
      applicable law) any objection which it may now or hereafter have to the laying
      of venue of any of the aforesaid actions or proceedings arising out of or in
      connection with this Guaranty or any other Credit Document to which such
      Guarantor is a party brought in the courts referred to in clause (a) above
      and
      hereby further irrevocably waives and agrees not to plead or claim in any such
      court that such action or proceeding brought in any such court has been brought
      in an inconvenient forum.

     

    (c)     EACH
      GUARANTOR AND EACH SECURED CREDITOR (BY ITS ACCEPTANCE OF THE BENEFITS OF THIS
      GUARANTY) HEREBY IRREVOC-ABLY WAIVES ALL RIGHTS TO A TRIAL BY JURY IN ANY
      ACTION, PRO-CEEDING OR COUNTERCLAIM ARISING OUT OF OR RELATING TO THIS GUARANTY,
      THE OTHER CREDIT DOCUMENTS TO WHICH SUCH GUARANTOR IS A PARTY OR THE
      TRANSACTIONS CONTEMPLATED HERE-BY OR THEREBY.

     

    17.
        RELEASE
      OF LIABILITY OF GUARANTOR.
      (a)
      In the
      event that all of the capital stock or other equity interests of one or more
      Guarantors is sold or otherwise disposed of or liquidated in compliance with
      the
      requirements of Section 9.02 of the Credit Agreement (or such sale, other
      disposition or liquidation has been approved in writing by the Required Lenders
      (or all the Lenders if required by Section 13.12 of the Credit Agreement))
      and
      the proceeds of such sale, disposition or liquidation are applied in accordance
      with the provisions of the Credit Agreement, to the extent applicable, such
      Guarantor shall, upon consummation of such sale or other disposition (except
      to
      the extent that such sale or disposition is to the Borrower or another
      Subsidiary thereof), be released from this Guaranty automatically and without
      further action and this Guaranty shall, as to each such Guarantor or Guarantors,
      terminate, and have no further force or effect (it being understood and agreed
      that the sale of one or more Persons that own, directly or indirectly, all
      of
      the capital stock or other equity interests of any Guarantor shall be deemed
      to
      be a sale of such Guarantor for the purposes of this Section 17).

     

    
      
        
        

      

      
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    (b)  If
      the
      Borrower designates any Guarantor as an Unrestricted Subsidiary in accordance
      with Section 8.17 of the Credit Agreement, then, so long as such Guarantor
      has
      been released from the Guarantee Agreement under, and as defined in, the
      Existing Second-Lien Note Indenture or, if applicable, any and all guarantee
      agreements related to any Permitted Refinancing Indebtedness in respect of
      the
      Existing Second-Lien Notes, such Guarantor shall be released from this Guaranty
      automatically and without further action, and this Guaranty shall, as to such
      Guarantor and as to any Subsidiary of such Guarantor, terminate, and have not
      further force or effect.

     

    18.
        CONTRIBUTION.
      At any
      time a payment in respect of the Guaranteed Obligations is made under this
      Guaranty, the right of contribution of each Guarantor against each other
      Guarantor shall be determined as provided in the immediately following sentence,
      with the right of contribution of each Guarantor to be revised and restated
      as
      of each date on which a payment (a “Relevant
      Payment”)
      is
      made on the Guaranteed Obligations under this Guaranty. At any time that a
      Relevant Payment is made by a Guarantor that results in the aggregate payments
      made by such Guarantor in respect of the Guaranteed Obligations to and including
      the date of the Relevant Payment exceeding such Guarantor’s Contribution
      Percentage (as defined below) of the aggregate payments made by all Guarantors
      in respect of the Guaranteed Obligations to and including the date of the
      Relevant Payment (such excess, the “Aggregate
      Excess Amount”),
      each
      such Guarantor shall have a right of contribution against each other Guarantor
      who has made payments in respect of the Guaranteed Obligations to and including
      the date of the Relevant Payment in an aggregate amount less than such other
      Guarantor’s Contribution Percentage of the aggregate payments made to and
      including the date of the Relevant Payment by all Guarantors in respect of
      the
      Guaranteed Obligations (the aggregate amount of such deficit, the “Aggregate
      Deficit Amount”)
      in an
      amount equal to (x) a fraction the numerator of which is the Aggregate Excess
      Amount of such Guarantor and the denominator of which is the Aggregate Excess
      Amount of all Guarantors multiplied by (y) the Aggregate Deficit Amount of
      such
      other Guarantor. A Guarantor’s right of contribution pursuant to the preceding
      sentences shall arise at the time of each computation, subject to adjustment
      to
      the time of each computation; provided
      that no
      Guarantor may take any action to enforce such right until the Guaranteed
      Obligations have been irrevocably paid in full in cash and the Total Commitment
      and all Letters of Credit have been terminated, it being expressly recognized
      and agreed by all parties hereto that any Guarantor’s right of contribution
      arising pursuant to this Section 18 against any other Guarantor shall be
      expressly junior and subordinate to such other Guarantor’s obligations and
      liabilities in respect of the Guaranteed Obligations and any other obligations
      owing under this Guaranty. As used in this Section 18: (i) each Guarantor’s
“Contribution
      Percentage”
shall
      mean the percentage obtained by dividing (x) the Adjusted Net Worth (as defined
      below) of such Guarantor by (y) the aggregate Adjusted Net Worth of all
      Guarantors; (ii) the “Adjusted
      Net Worth”
of
      each
      Guarantor shall mean the greater of (x) the Net Worth (as defined below) of
      such
      Guarantor and (y) zero; and (iii) the “Net
      Worth”
of
      each
      Guarantor shall mean the amount by which the fair saleable value of such
      Guarantor’s assets on the date of any Relevant Payment exceeds its existing
      debts and other liabilities (including contingent liabilities, but without
      giving effect to any Guaranteed Obligations arising under this Guaranty or
      any
      guaranteed obligations arising under any guaranty of the Second-Lien Note
      Indenture) on such date. Notwithstanding anything to the contrary contained
      above, any Guarantor that is released from this Guaranty pursuant to Section
      17
      hereof shall thereafter have no contribution obligations, or rights, pursuant
      to
      this Section 18, and at the time of any such release, if the released Guarantor
      had an Aggregate Excess Amount or an Aggregate Deficit Amount, same shall be
      deemed reduced to $0, and the contribution rights and obligations of the
      remaining Guarantors shall be recalculated on the respective date of release
      (as
      otherwise provided above) based on the payments made hereunder by the remaining
      Guarantors. All parties hereto recognize and agree that, except for any right
      of
      contribution arising pursuant to this Section 18, each Guarantor who makes
      any
      payment in respect of the Guaranteed Obligations shall have no right of
      contribution or subrogation against any other Guarantor in respect of such
      payment until all of the Guaranteed Obligations have been irrevocably paid
      in
      full in cash. Each of the Guarantors recognizes and acknowledges that the rights
      to contribution arising hereunder shall constitute an asset in favor of the
      party entitled to such contribution. In this connection, each Guarantor has
      the
      right to waive its contribution right against any Guarantor to the extent that
      after giving effect to such waiver such Guarantor would remain solvent, in
      the
      determination of the Required Lenders.

     

    
      
        
        

      

      
        -15-

        
          

        

      

      
        
        

      

    

     

    19.
        LIMITATION
      ON GUARANTEED OBLIGATIONS.
      Each
      Guarantor and each Secured Creditor (by its acceptance of the benefits of this
      Guaranty) hereby confirms that it is its intention that this Guaranty not
      constitute a fraudulent transfer or conveyance for purposes of the Bankruptcy
      Code, the Uniform Fraudulent Conveyance Act or any similar Federal or state
      law.
      To effectuate the foregoing intention, each Guarantor and each Secured Creditor
      (by its acceptance of the benefits of this Guaranty) hereby irrevocably agrees
      that the Guaranteed Obligations guaranteed by such Guarantor shall be limited
      to
      such amount as will, after giving effect to such maximum amount and all other
      (contingent or otherwise) liabilities of such Guarantor that are relevant under
      such laws (it being understood that it is the intention of the parties to this
      Guaranty and the parties to any guaranty of the Second-Lien Note Indenture
      that,
      to the maximum extent permitted under applicable laws, the liabilities in
      respect of the guarantees of the Second-Lien Note Indenture shall not be
      included for the foregoing purposes and that, if any reduction is required
      to
      the amount guaranteed by any Guarantor hereunder and with respect to the
      Second-Lien Note Indenture that its guarantee of amounts owing in respect of
      the
      Second-Lien Note Indenture shall first be reduced) and after giving effect
      to
      any rights to contribution pursuant to any agreement providing for an equitable
      contribution among such Guarantor and the other Guarantors, result in the
      Guaranteed Obligations of such Guarantor in respect of such maximum amount
      not
      constituting a fraudulent transfer or conveyance.

     

    20.
        COUNTERPARTS.
      This
      Guaranty may be executed in any number of counterparts and by the different
      parties hereto on separate counterparts, each of which when so executed and
      delivered shall be an original, but all of which shall together constitute
      one
      and the same instrument. A set of counterparts executed by all the parties
      hereto shall be lodged with the Borrower and the Administrative
      Agent. 

     

    
      
        
        

      

      
        -16-

        
          

        

      

      
        
        

      

    

     

    21.
        PAYMENTS.
      All
      payments made by any Guarantor hereunder will be made without setoff,
      counterclaim or other defense and on the same basis as payments are made by
      the
      Borrower under Sections 4.03 and 4.04 of the Credit Agreement.

     

    22.
        ADDITIONAL
      GUARANTORS.
      It is
      understood and agreed that any Subsidiary of the Borrower that is required
      to
      execute a counterpart of this Guaranty after the date hereof pursuant to the
      Credit Agreement shall become a Guarantor hereunder by (x) executing and
      delivering a counterpart hereof to the Administrative Agent or executing a
      joinder agreement and delivering same to the Administrative Agent, in each
      case
      as may be requested by (and in form and substance satisfactory to) the
      Administrative Agent and
      (y)
      taking all actions as specified in this Guaranty as would have been taken by
      such Guarantor had it been an original party to this Guaranty, in each case
      with
      all documents and actions required to be taken to be taken above to the
      reasonable satisfaction of the Administrative Agent.

     

    23.
        HEADINGS
      DESCRIPTIVE.
      The
      headings of the several Sections of this Guaranty are inserted for convenience
      only and shall not in any way affect the meaning or construction of any
      provision of this Guaranty.

     

    24.
        FCC
      CONSENT.
      Notwithstanding anything herein which may be construed to the contrary, no
      action shall be taken by any of the Administrative Agent and the Secured
      Creditors with respect to any license of the Federal Communications Commission
      (“FCC”)
      unless
      and until any applicable rules and regulations thereunder, requiring the consent
      to or approval of such action by the FCC or any governmental or other authority,
      have been satisfied. Each Guarantor agrees, following the occurrence and during
      the continuance of any Event of Default, to use its best efforts, including
      taking any action which the Administrative Agent and the Secured Creditors
      may
      reasonably request, to assist in obtaining any required consent or approval
      of the FCC or any other governmental or other authority for any sale or transfer
      of control of the Collateral contemplated by the Security Documents pursuant
      to
      the exercise of the rights and remedies of the Administrative Agent, the
      Collateral Agent and the Secured Creditors thereunder, including, upon request,
      to prepare, sign and file with the FCC the assignor’s or transferor’s and
      licensee’s portions of any applications required under the rules of the FCC for
      consent to the assignment or transfer of control of any FCC construction permit,
      license or other authorization. 

     

    Each
      Guarantor further consents, subject to obtaining any necessary approvals,
      following the occurrence and during the continuance of any Event of Default,
      to
      the assignment or transfer of control of any FCC or other governmental
      construction permit, license, or other authorization to operate, to a receiver,
      trustee, or similar official or to any purchaser of the Collateral pursuant
      to
      any public or private sale, judicial sale, foreclosure, or exercise of other
      remedies available to Administrative Agent and the Secured Creditors as
      permitted by applicable law.

     

    *
      * *

     

    
      
        
        

      

      
        -17-

        
          

        

      

      
        
        

      

    

     

     

    
 

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    IN
      WITNESS WHEREOF, each Guarantor has caused this Guaranty to be executed and
      delivered as of the date first above written.

     

    
      
        	 	
                BRAINSTORM
                  NETWORKS, INC., as a Guarantor

              
	 	 	 
	 	 	 
	 	
                By:

              	
                /s/
                  Michael T. Sicoli     

              
	 	 	
                Name:
                  Michael T. Sicoli

              
	 	 	
                Title:
                  EVP & Chief Financial Officer

              
	 	 	 
	 	 	 
	 	
                HOT
                  SPOTS PRODUCTIONS, INC., as a Guarantor

              
	 	 	 
	 	 	 
	 	
                By:

              	
                /s/
                  Michael T. Sicoli     

              
	 	 	
                Name:
                  Michael T. Sicoli

              
	 	 	
                Title:
                  EVP & Chief Financial Officer

              
	 	 	 
	 	 	 
	 	
                ON
                  TV, INC., as a Guarantor

              
	 	 	 
	 	
                By:

              	
                /s/
                  Michael T. Sicoli     

              
	 	 	
                Name:
                  Michael T. Sicoli

              
	 	 	
                Title:
                  EVP & Chief Financial Officer

              
	 	 	 
	 	 	 
	 	 	 
	 	
                RCN-BECOCOM,
                  INC., as a Guarantor

              
	 	 	 
	 	 	 
	 	
                By:

              	
                /s/
                  Michael T. Sicoli     

              
	 	 	
                Name:
                  Michael T. Sicoli

              
	 	 	
                Title:
                  EVP & Chief Financial Officer

              
	 	 	 
	 	 	 
	 	 	 
	 	
                RCN
                  CABLE TV OF CHICAGO, INC., as a Guarantor

              
	 	 	 
	 	
                By:

              	
                /s/
                  Michael T. Sicoli     

              
	 	 	
                Name:
                  Michael T. Sicoli

              
	 	 	
                Title:
                  EVP & Chief Financial Officer

              


      

       

      
        
          
          

        

        
          19

          
            

          

        

        
          
          

        

      

      


      
        	 	
                RCN
                  ENTERTAINMENT, INC., as a Guarantor

              
	 	 	 
	 	 	 
	 	
                By:

              	
                /s/
                  Michael T. Sicoli     

              
	 	 	
                Name:
                  Michael T. Sicoli

              
	 	 	
                Title:
                  EVP & Chief Financial Officer

              
	 	 	 
	 	 	 
	 	
                RCN
                  FINANCE, LLC, as a Guarantor

              
	 	 	 
	 	
                By:

              	
                RCN
                  Corporation, its managing member

              
	 	 	 
	 	
                By:
                  

              	
                /s/
                  Michael T. Sicoli     

              
	 	 	
                Name:
                  Michael T. Sicoli

              
	 	 	
                Title:
                  EVP & Chief Financial Officer

              
	 	 	 
	 	 	 
	 	
                RCN
                  FINANCIAL MANAGEMENT, INC., as a Guarantor

              
	 	 	 
	 	 	 
	 	
                By:

              	
                 /s/
                  Michael T. Sicoli     

              
	 	 	
                Name:
                  Michael T. Sicoli

              
	 	 	
                Title:
                  EVP & Chief Financial Officer

              
	 	 	 
	 	 	 
	 	
                RCN
                  INTERNATIONAL HOLDINGS, INC., as a Guarantor

              
	 	 	 
	 	 	 
	 	
                By:

              	
                /s/
                  Michael T. Sicoli     

              
	 	 	
                Name:
                  Michael T. Sicoli

              
	 	 	
                Title:
                  EVP & Chief Financial Officer

              
	 	 	 
	 	 	 
	 	 	 
	 	
                RCN
                  INTERNET SERVICES, INC., as a Guarantor

              
	 	 	 
	 	 	 
	 	
                By:
                  

              	
                /s/
                  Michael T. Sicoli     

              
	 	 	
                Name:
                  Michael T. Sicoli

              
	 	 	
                Title:
                  EVP & Chief Financial Officer

              


      

       

      
        
          
          

        

        
          20

          
            

          

        

        
          
          

        

      

      


      
        	 	
                RCN
                  NEW YORK COMMUNICATIONS HOLDING COMPANY, INC., as a
                  Guarantor

              
	 	 	 
	 	
                By:
                  

              	
                /s/
                  Michael T. Sicoli     

              
	 	 	
                Name:
                  Michael T. Sicoli

              
	 	 	
                Title:
                  EVP & Chief Financial Officer

              
	 	 	 
	 	 	 
	 	 	 
	 	
                RCN
                  NEW YORK COMMUNICATIONS, LLC, as a Guarantor

              
	 	 	 
	 	
                By:

              	
                /s/
                  Michael T. Sicoli     

              
	 	 	
                Name:
                  Michael T. Sicoli

              
	 	 	
                Title:
                  EVP & Chief Financial Officer

              
	 	 	 
	 	 	 
	 	 	 
	 	
                RCN
                  TELECOM SERVICES, INC., as a Guarantor

              
	 	 	 
	 	 	 
	 	
                By:
                  

              	
                /s/
                  Michael T. Sicoli     

              
	 	 	
                Name:
                  Michael T. Sicoli

              
	 	 	
                Title:
                  EVP & Chief Financial Officer

              
	 	 	 
	 	 	 
	 	 	 
	 	
                RCN
                  TELECOM SERVICES OF ILLINOIS, LLC, as a Guarantor

              
	 	 	 
	 	 	 
	 	
                By:

              	
                /s/
                  Michael T. Sicoli     

              
	 	 	
                Name:
                  Michael T. Sicoli

              
	 	 	
                Title:
                  EVP & Chief Financial Officer

              
	 	 	 
	 	 	 
	 	 	 
	 	
                RCN
                  TELECOM SERVICES OF MASSACHUSETTS, INC., as a Guarantor

              
	 	 	 
	 	 	 
	 	
                By:
                  

              	
                /s/
                  Michael T. Sicoli     

              
	 	 	
                Name:
                  Michael T. Sicoli

              
	 	 	
                Title:
                  EVP & Chief Financial Officer

              


      

       

      
        
          
          

        

        
          21

          
            

          

        

        
          
          

        

      

      


      
        	 	
                RCN
                  TELECOM SERVICES OF PHILADELPHIA, INC., as a Guarantor

              
	 	 	 
	 	
                By:

              	
                /s/
                  Michael T. Sicoli     

              
	 	 	
                Name:
                  Michael T. Sicoli

              
	 	 	
                Title:
                  EVP & Chief Financial Officer

              
	 	 	 
	 	 	 
	 	 	 
	 	
                RCN
                  TELECOM SERVICES OF VIRGINIA, INC., as a Guarantor

              
	 	 	 
	 	 	 
	 	
                By:

              	
                 /s/
                  Michael T. Sicoli     

              
	 	 	
                Name:
                  Michael T. Sicoli

              
	 	 	
                Title:
                  EVP & Chief Financial Officer

              
	 	 	 
	 	 	 
	 	 	 
	 	
                RCN
                  TELECOM SERVICES OF WASHINGTON D.C., INC., as a
                  Guarantor

              
	 	 	 
	 	 	 
	 	
                By:
                  

              	
                 /s/
                  Michael T. Sicoli     

              
	 	 	
                Name:
                  Michael T. Sicoli

              
	 	 	
                Title:
                  EVP & Chief Financial Officer

              
	 	 	 
	 	 	 
	 	 	 
	 	
                RFM
                  2, LLC, as a Guarantor

              
	 	 	 
	 	
                By:

              	
                RCN
                  Corporation, its managing member

              
	 	 	 
	 	
                By:

              	
                /s/
                  Michael T. Sicoli     

              
	 	 	
                Name:
                  Michael T. Sicoli

              
	 	 	
                Title:
                  EVP & Chief Financial Officer

              
	 	 	 
	 	 	 
	 	 	 
	 	
                RLH
                  PROPERTY CORPORATION, as a Guarantor

              
	 	 	 
	 	 	 
	 	
                By:
                  

              	
                /s/
                  Michael T. Sicoli     

              
	 	 	
                Name:
                  Michael T. Sicoli

              
	 	 	
                Title:
                  EVP & Chief Financial Officer

              


      

       

      
        
          
          

        

        
          22

          
            

          

        

        
          
          

        

      

       

      
        	 	
                TEC
                  AIR, INC., as a Guarantor

              
	 	 	 
	 	 	 
	 	
                By:
                  

              	
                /s/
                  Michael T. Sicoli     

              
	 	 	
                Name:
                  Michael T. Sicoli

              
	 	 	
                Title:
                  EVP & Chief Financial Officer

              
	 	 	 
	 	 	 
	 	 	 
	 	
                21ST
                  CENTURY TELECOM SERVICES, INC., as a Guarantor

              
	 	 	 
	 	 	 
	 	
                By:
                  

              	
                 /s/
                  Michael T. Sicoli     

              
	 	 	
                Name:
                  Michael T. Sicoli

              
	 	 	
                Title:
                  EVP & Chief Financial Officer

              
	 	 	 
	 	 	 
	 	 	 
	 	
                UNET
                  HOLDING, INC., as a Guarantor

              
	 	 	 
	 	 	 
	 	
                By:
                  

              	
                /s/
                  Michael T. Sicoli     

              
	 	 	
                Name:
                  Michael T. Sicoli

              
	 	 	
                Title:
                  EVP & Chief Financial Officer

              
	 	 	 
	
                 

              	 	 
	 	 	 
	 	 	 
	 	
                STARPOWER
                  COMMUNICATIONS, LLC, as an Assignor

              
	 	 	 
	 	
                By:

              	
                /s/
                  Michael T. Sicoli     

              
	 	 	
                Name:
                  Michael T. Sicoli

              
	 	 	
                Title:
                  EVP & Chief Financial Officer

              


      

       

      
        
          
          

        

        
          23

          
            

          

        

        
          
          

        

      


      


      
        	
                Accepted
                  and Agreed to:

                 

                DEUTSCHE
                  BANK TRUST COMPANY

                AMERICAS,
                  as Administrative Agent

                 

              	 


      

       

      
        	 	 	 
	
                By:

              	
                /s/
                  Anca Trifan

              	 
	 	
                Name:
                  Anca Trifan

              
	 	
                Title:
                  Director

              
	 	 	 
	
                By:
                   

              	
                /s/
                  Diane F. Rolfe

              	 
	 	
                Name:
                  Diane F. Rolfe

              
	 	
                Title:
                  Director

              


      

       

       

      24