EX-4.2



 





Exhibit 4.2




Exhibit A




Form of Warrant Certificate








THIS WARRANT AND ANY SHARES OF COMMON STOCK ACQUIRED UPON THE EXERCISE OF THIS WARRANT HAVE NOT
BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES LAW. NEITHER
THIS WARRANT, SUCH SECURITIES NOR ANY INTEREST THEREIN MAY BE OFFERED FOR SALE, SOLD, TRANSFERRED
OR ASSIGNED EXCEPT (A)(1) TO A PERSON WHO THE SELLER REASONABLY BELIEVES IS A QUALIFIED
INSTITUTIONAL BUYER WITHIN THE MEANING OF RULE 144A UNDER THE SECURITIES ACT PURCHASING FOR ITS OWN
ACCOUNT OF FOR THE ACCOUNT OF A QUALIFIED INSTITUTIONAL BUYER IN A TRANSACTION MEETING THE
REQUIREMENTS OF RULE 144A, (2) TO AN INSTITUTION THAT IS AN ACCREDITED INVESTOR WITHIN THE MEANING
OF RULE 501(a)(1), (2), (3) OR (7) OF REGULATION D UNDER THE SECURITIES ACT, (3) IN A TRANSACTION
EXEMPT FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT PURSUANT TO RULE 144 THEREUNDER (IF
AVAILABLE) OR (4) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT, AND (B)
IN ACCORDANCE WITH ALL APPLICABLE STATE SECURITIES LAWS OR AN EXEMPTION THEREFROM. WARRANTS AND THE
SHARES OF COMMON STOCK RECEIVED ON EXERCISE OF A WARRANT MAY BE PLEDGED IN CONNECTION WITH A BONA
FIDE MARGIN ACCOUNT OR OTHER LOAN SECURED THEREBY.








[Face of Warrant Certificate]




EXERCISABLE ON OR AFTER THE DATE OF THIS WARRANT CERTIFICATE

AND PRIOR TO 5:00 P.M., NEW YORK CITY TIME, ON JUNE 21, 2012 AND ONLY IF

COUNTERSIGNED BY THE WARRANT AGENT




RCN CORPORATION

INCORPORATED UNDER THE LAWS OF THE STATE OF DELAWARE




No.       CUSIP No. [ ]                      Warrants




WARRANTS




     This certifies that                                         , or registered assigns, is the registered
holder of                      warrants (the “Warrants”), to purchase shares of common stock, par value
$0.01 per share (the “Common Stock”), of RCN Corporation, a Delaware corporation (the “Company”).
Each Warrant entitles the holder upon exercise at any time on or after the date of this Warrant
Certificate and prior to 5:00 p.m., New York City Time, on June 21, 2012 to receive from the
Company its pro rata portion, as determined pursuant to the Warrant Agreement (as defined below),
of fully paid and nonassessable shares of Common Stock for each Warrant at the



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initial exercise price (the “Exercise Price”) of $25.16 per share payable (i) in United States
dollars or (ii) by certified or official bank check for United States Dollars made payable to the
order of “RCN Corporation.” In lieu of payment of the aggregate Exercise Price as aforesaid and
subject to applicable law, the holder of a Warrant may request the payment by the Company of the
“Spread”, which shall, subject to Section 14 of the Warrant Agreement, dated as of May
25,2007, by and between the Company and HSBC Bank USA, National Association, as Warrant Agent (the
“Warrant Agreement”), be delivered by the Company by delivering to such Warrant holder a number of
shares of Common Stock equal to (a)(i) the product of (x) the current market price per share of
Common Stock (as of the date of receipt of the request by the Company), multiplied by (y) the
number of shares of Common Stock underlying the Warrants being exercised, minus (ii) the product of
(x) the Exercise Price, multiplied by (y) the number of shares of Common Stock underlying the
Warrants being exercised, divided by (b) the current market price per share of Common Stock (as of
the date of receipt of the request by the Company). The Exercise Price and number of shares of
Common Stock issuable upon exercise of the Warrants are subject to adjustment upon the occurrence
of certain events set forth in the Warrant Agreement. No Warrant may be exercised after 5:00 p.m.,
New York City Time, on June 21, 2012, and to the extent not exercised by such time such Warrants
shall become void. This Warrant Certificate shall not be valid unless countersigned by the Warrant
Agent, as such term is used in the Warrant Agreement. Reference is made to the further provisions
of this Warrant Certificate set forth on the reverse hereof, which further provisions shall for all
purposes have the same effect as though fully set forth at this place. This Warrant Certificate
shall be governed and construed in accordance with the internal laws of the State of New York.



[Signature page follows]




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     IN WITNESS WHEREOF, RCN Corporation has caused this Warrant Certificate to be signed by the
undersigned President and the undersigned Secretary of the Company and has caused its corporate
seal to be imprinted hereon.



     Dated:




	 	 	 	 	 
	 	RCN CORPORATION	 
	 	 	 
	 	By:  	
 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 
	 	 	 
	 	By:  	
 	 
	 	 	Name:  	 	 
	 	 	Title:  	Secretary 	 
	 



Countersigned:            (seal)




HSBC Bank USA, National Association,




as Warrant Agent




By:                                        

Name:

Title: Secretary




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[Reverse of Warrant Certificate]

RCN CORPORATION (WARRANT)





     By accepting a Warrant Certificate, each holder shall be bound by all of the terms and
provisions of the Warrant Agreement (a copy of which is available on request to the Secretary of
the Company) and any amendments thereto as fully and effectively as if such holder had signed the
same.



     The Warrants evidenced by this Warrant Certificate are part of a duly authorized issue of
Warrants by the Company expiring at 5:00 p.m., New York City Time, on June 21, 2012, entitling the
holder upon proper exercise to receive shares of Common Stock and are issued or to be issued
pursuant to the Warrant Agreement, which Warrant Agreement is hereby incorporated by reference in
and made a part of this instrument and is hereby referred to for a description of the rights,
limitation of rights, obligations, duties and immunities thereunder of the Warrant Agent, the
Company and the holders (the words “holders” or “holder” meaning the registered holders or
registered holder) of the Warrants.



     The holder of the Warrants evidenced by this Warrant Certificate may exercise them by
surrendering this Warrant Certificate, with the form of election to purchase set forth below on
this Warrant Certificate properly completed and executed, together with payment of the aggregate
Exercise Price in accordance with the provisions set forth on the face of this Warrant Certificate.
In the event that upon any exercise of Warrants evidenced hereby the number of Warrants exercised
shall be less than the total number of Warrants evidenced hereby, there shall be issued to the
holder hereof or its assignee a new Warrant Certificate evidencing the number of Warrants not
exercised.



     The Warrant Agreement provides that upon the occurrence of certain events the Exercise Price
and the number of shares of Common Stock issuable upon exercise of the Warrants evidenced by this
Warrant Certificate, in each case, set forth on the face hereof may, subject to certain conditions,
be adjusted. If the Exercise Price is adjusted, the Warrant Agreement provides that the number of
shares of Common Stock issuable upon the exercise of each Warrant may be adjusted. No fractions of
a share of Common Stock will be issued upon the exercise of any Warrant, but the Company will pay
the cash value in lieu thereof determined as provided in the Warrant Agreement.



     Warrant Certificates, when surrendered at the Warrant Agent Office by the registered holder
thereof in person or by legal representative or attorney duly authorized in writing, may be
exchanged, in the manner and subject to the limitations provided in the Warrant Agreement, but
without payment of any service charge, for another Warrant Certificate or Warrant Certificates of
like tenor evidencing in the aggregate a like number of Warrants.



     Upon due presentation for registration of transfer of this Warrant Certificate at the Warrant
Agent Office, a new Warrant Certificate or Warrant Certificates of like tenor and evidencing in the
aggregate a like number of Warrants shall be issued to the transferee(s) in exchange for this
Warrant Certificate, subject to the limitations provided in the Warrant Agreement, without charge
except for any tax or other governmental charge imposed in connection therewith.



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     The Company and the Warrant Agent may deem and treat the registered holder(s) hereof as the
absolute owner(s) of this Warrant Certificate (notwithstanding any notation of ownership or other
writing hereon made by anyone), for the purpose of any exercise hereof, of any distribution to the
holder(s) hereof, and for all other purposes, and neither the Company nor the Warrant Agent shall
be affected by any notice to the contrary. Neither the Warrants nor this Warrant Certificate
entitles any holder hereof to any rights of a stockholder of the Company.



     The Warrant Agreement permits, with certain exceptions therein provided, the supplementing or
amendment thereof at any time by the Company and the Warrant Agent with the written consent of
registered holders of a majority of the then outstanding unexercised Warrants (excluding Warrants
held by the Company or any of its controlled affiliates). Any such consent by or on behalf of a
holder of a Warrant shall be conclusive and binding upon such holder and upon all future holders of
this Warrant Certificate and any Warrant Certificate issued upon the registration of transfer
thereof or in exchange thereof whether or not notation of such consent is made upon such Warrant
Certificate or any other Warrant Certificate.




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