EX-10.4



 




 

Exhibit
10.4


 





SUBSIDIARIES GUARANTY




among




CERTAIN SUBSIDIARIES OF RCN CORPORATION




and




DEUTSCHE BANK TRUST COMPANY AMERICAS,

as COLLATERAL AGENT




 



Dated as of May 25, 2007

 






 











 



 


SUBSIDIARIES GUARANTY




          SUBSIDIARIES GUARANTY (as amended, modified, restated and/or supplemented from time to time,
this “Guaranty”), dated as of May 25, 2007, 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 25, 2007 (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










 



Page 2

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
unconditionally 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
liabilities 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









 



Page 3 



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”);



          As used herein, the term “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. 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 payment 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,
moratorium 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,










 



Page 4 

irregularity or unenforceability of all or any part of the Guaranteed Obligations or of any security therefor.




          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 payment, 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 reasonable (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










 



Page 5 

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.




          (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 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.




          (e) 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










 



Page 6 

liabilities of such Guarantor
hereunder, upon or without any terms or conditions and in whole or in part:





     (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;









 



Page 7 



     (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




     (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 behalf, 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










 



Page 8 

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.




          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









 



Page 9 



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;




     (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 of the Credit Documents 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 of such
Credit Documents;




     (c) such Guarantor has duly executed and delivered this Guaranty and each of the Credit
Documents to which it is a party, and this Guaranty and each of such Credit Documents
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 of the Credit Documents 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 law, statute,
rule or regulation or any 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, certificate of formation, limited liability
company agreement or by-laws (or equivalent organizational documents), as the case may be,
of such Guarantor or any of its Subsidiaries;




     (e) except (x) as may have been obtained or made on or prior to the Initial Borrowing
Date and which remain in full force and effect on the Initial Borrowing Date and (y) for
filings which are necessary to perfect the security interests created under the Security
Documents, which filings shall have been made (or will be made within ten days of the
Initial Borrowing Date, no order, consent, approval, license, authorization or validation
of, or filing, recording or registration with, or exemption by, any governmental or public
body or authority, or any subdivision thereof, is required to be obtained or made by, or on
behalf of, such Guarantor to authorize, or is required to be obtained or made by, or on
behalf of, such Guarantor in connection with, (i) the execution, delivery and









 



Page 10 



performance of
this Guaranty by such Guarantor or any of the Credit Documents to which such Guarantor is a
party or (ii) the legality, validity, binding effect or enforceability of this Guaranty or
of the Credit Documents to which such Guarantor is a party;




     (f) there are no actions, suits or proceedings pending or, to such Guarantor’s
knowledge, threatened (i) with respect to this Guaranty or any of the Credit Documents 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;




     (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










 



Page 11 

(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.




          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. Notwithstanding 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










 



Page 12 

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.




          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 company, cable company or overnight 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










 



Page 13 

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.




          (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 IRREVOCABLY WAIVES ALL RIGHTS TO A TRIAL BY JURY IN ANY ACTION, PROCEEDING 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 HEREBY 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










 



Page 14 

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).




          (a) If the Borrower designates any Guarantor as an Unrestricted Subsidiary in accordance with
Section 8.17 of the Credit Agreement, then 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 no 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










 



Page 15 

guaranteed obligations arising under any
guaranty of the Existing Second-Lien Note Indenture]1) 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.




          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 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.




          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)






 




			
	1	 	To be included to the extent any Existing
Second-Lien Notes are outstanding on the Closing Date.











 



Page 16 


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.




* * *










 



 


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










 



 


21ST CENTURY TELECOM SERVICES, INC.

BRAINSTORM NETWORKS, INC.

HOT SPOTS PRODUCTIONS, INC.

ON TV, INC.

RCN-BECOCOM, INC.

RCN CABLE TV OF CHICAGO, INC.

RCN DIGITAL SERVICES LLC

         By: [ ], its managing

         member

RCN ENTERTAINMENT, INC.

RCN FINANCE, LLC

         By: RCN Corporation, its managing

         member

RCN FINANCIAL MANAGEMENT, INC.

RCN INTERNATIONAL HOLDINGS, INC.

RCN INTERNET SERVICES, INC.

RCN NEW YORK COMMUNICATIONS,

        LLC

         By: [ ], its managing

         member

RCN TELECOM SERVICES, INC.

RCN TELECOM SERVICES OF ILLINOIS, LLC

         By: RCN Corporation, its managing

         member

RCN TELECOM SERVICES OF

         MASSACHUSETTS, INC.

RCN TELECOM SERVICES OF

         PHILADELPHIA, INC.

RCN TELECOM SERVICES OF VIRGINIA,

         INC.

RCN TELECOM SERVICES OF WASHINGTON

         D.C., INC.

RFM 2, LLC

         By: RCN Corporation, its managing

         member

RLH PROPERTY CORPORATION

STARPOWER COMMUNICATIONS, LLC

         By: RCN Telecom Services of Washington

         D.C., Inc., its managing member

TEC AIR, INC.

UNET HOLDING, INC.,

as Pledgors




	 	 	 	 	 	 	 
	 

	 	By:
	 	Name:	 	 
	 

	 	 	 	 

Title:
	 	 












 



 


	 	 	 	 	 
	Accepted and Agreed to:	 	 
	 
	 	 	 	 
	DEUTSCHE BANK TRUST COMPANY	 	 
	 

	 	AMERICAS, as Administrative Agent	 	 
	 
	 	 	 	 
	By:

	 	Name:	 	 
	 

	 	 

	 	 
	 

	 	Title:	 	 
	 
	 	 	 	 
	By:

	 	Name:	 	 
	 

	 	 

Title:
	 	 












 



 


	 	 	 	 	 
	1. GUARANTY
	 	 	2	 
	2. LIABILITY OF GUARANTORS ABSOLUTE
	 	 	3	 
	3. OBLIGATIONS OF GUARANTORS INDEPENDENT
	 	 	4	 
	4. WAIVERS BY GUARANTORS
	 	 	4	 
	5. RIGHTS OF SECURED CREDITORS
	 	 	5	 
	6. CONTINUING GUARANTY
	 	 	7	 
	7. SUBORDINATION OF INDEBTEDNESS HELD BY GUARANTORS
	 	 	7	 
	8. GUARANTY ENFORCEABLE BY ADMINISTRATIVE AGENT OR COLLATERAL AGENT
	 	 	8	 
	9. REPRESENTATIONS, WARRANTIES AND COVENANTS OF GUARANTORS
	 	 	8	 
	10. EXPENSES
	 	 	10	 
	11. BENEFIT AND BINDING EFFECT
	 	 	10	 
	12. AMENDMENTS; WAIVERS
	 	 	10	 
	13. SET OFF
	 	 	11	 
	14. NOTICE
	 	 	12	 
	15. REINSTATEMENT
	 	 	12	 
	16. CONSENT TO JURISDICTION; SERVICE OF PROCESS; AND WAIVER OF TRIAL BY JURY
	 	 	12	 
	17. RELEASE OF LIABILITY OF GUARANTOR
	 	 	13	 
	18. CONTRIBUTION
	 	 	14	 
	19. LIMITATION ON GUARANTEED OBLIGATIONS
	 	 	15	 
	20. COUNTERPARTS
	 	 	15	 
	21. PAYMENTS
	 	 	15	 
	22. ADDITIONAL GUARANTORS
	 	 	15	 
	23. HEADINGS DESCRIPTIVE
	 	 	16	 
	24. FCC CONSENT
	 	 	16