EX-10.3



 





Exhibit 10.3




      




PLEDGE AGREEMENT




among




RCN CORPORATION,




CERTAIN SUBSIDIARIES OF RCN CORPORATION




and




DEUTSCHE BANK TRUST COMPANY AMERICAS,

as COLLATERAL AGENT




 






Dated as of May 25, 2007

 






      





 









 








PLEDGE AGREEMENT




          PLEDGE AGREEMENT (as amended, modified, restated and/or supplemented from time to time, this
“Agreement”), dated as of May 25, 2007, among each of the undersigned pledgors (each, a
“Pledgor” and, together with any other entity that becomes a pledgor hereunder pursuant to
Section 30 hereof, the “Pledgors”) and Deutsche Bank Trust Company Americas, as collateral
agent (the “Collateral Agent” and together with any successor collateral agent, the
“Pledgee”), for the benefit of the Secured Creditors referred to below. Except as
otherwise defined herein, all capitalized terms used herein and defined in the Credit Agreement
referred to 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 Deutsche Bank Trust Company Americas, as administrative agent
(together with any successor administrative agent, 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 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, pursuant to the Subsidiaries Guaranty, each Subsidiary Guarantor has jointly and
severally guaranteed to the Secured Creditors the payment when due of all Guaranteed Obligations as
described therein;




          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 Pledgor shall have executed and delivered to the Pledgee this
Agreement; and




          WHEREAS, each Pledgor 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 Agreement in order to satisfy the condition described in the



 









 





Page 2




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;




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



          1. SECURITY FOR OBLIGATIONS. This Agreement is made by each Pledgor for the benefit of the
Secured Creditors to secure:




     (i) the full and prompt payment when due (whether at stated maturity, by acceleration
or otherwise) of all obligations, liabilities and indebtedness (including, without
limitation, principal, premium, interest (including, without limitation, all interest that
accrues after the commencement of any case, proceeding or other action relating to the
bankruptcy, insolvency, reorganization or similar proceeding of any Pledgor or any
Subsidiary thereof at the rate provided for in the respective documentation, whether or not
a claim for post-petition interest is allowed in any such proceeding), reimbursement
obligations under Letters of Credit, fees, costs and indemnities) of such Pledgor owing to
the Lender Creditors, whether now existing or hereafter incurred under, arising out of, or
in connection with, the Credit Agreement and the other Credit Documents to which such
Pledgor is a party (including, in the case of each Pledgor that is a Guarantor, all such
obligations, liabilities and indebtedness of such Pledgor under its Guaranty) and the due
performance and compliance by such Pledgor with all of the terms, conditions and agreements
contained in the Credit Agreement and in such other Credit Documents (all such obligations,
liabilities and indebtedness under this clause (i), except to the extent consisting of
obligations, liabilities or indebtedness with respect to Interest Rate Protection Agreements
or Other Hedging Agreements, entitled to the benefits of this Agreement being herein
collectively called the “Credit Document Obligations”);




     (ii) the full and prompt payment when due (whether at stated maturity, by acceleration
or otherwise) of all obligations, liabilities and indebtedness (including, without
limitation, all interest that accrues after the commencement of any case, proceeding or
other action relating to the bankruptcy, insolvency, reorganization or similar proceeding of
any Pledgor at the rate provided for in the respective documentation, whether or not a claim
for post-petition interest is allowed in any such proceeding) owing by such Pledgor to the
Other Creditors now existing or hereafter incurred under, arising out of or in connection
with any Interest Rate Protection Agreement or Other Hedging Agreement, whether such
Interest Rate Protection Agreement or Other Hedging Agreement is now in existence or
hereinafter arising (including, in the case of a Pledgor that is a Guarantor, all
obligations, liabilities and indebtedness of such Pledgor under its Guaranty in respect of
the Interest Rate Protection
Agreements and Other Hedging Agreements), and the due performance and compliance by
such Pledgor with all of the terms, conditions and agreements contained in each such











 





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Interest Rate Protection Agreement and Other Hedging Agreement (all such obligations,
liabilities and indebtedness under this clause (ii) being herein collectively called the
“Other Obligations”);




     (iii) any and all sums advanced by the Pledgee in order to preserve the Collateral or
preserve its security interest in the Collateral;




     (iv) in the event of any proceeding for the collection or enforcement of any
indebtedness, obligations or liabilities of such Pledgor referred to in clauses (i) and (ii)
above, after an Event of Default shall have occurred and be continuing, the reasonable
expenses of retaking, holding, preparing for sale or lease, selling or otherwise disposing
of or realizing on the Collateral, or of any exercise by the Pledgee of its rights
hereunder, together with reasonable attorneys’ fees and court costs;




     (v) all amounts paid by any Indemnitee as to which such Indemnitee has the right to
reimbursement under Section 11 of this Agreement; and




     (vi) all amounts owing by any Pledgor to any Agent or any of its affiliates pursuant to
any of the Credit Documents in its capacity as such;


all such obligations, liabilities, indebtedness, sums and expenses set forth in clauses (i) through
(vi) of this Section 1 being herein collectively called the “Obligations”, it being
acknowledged and agreed that the “Obligations” shall include extensions of credit of the types
described above, whether outstanding on the date of this Agreement or extended from time to time
after the date of this Agreement.




          2. DEFINITIONS. (a) Unless otherwise defined herein, all capitalized terms used herein and
defined in the Credit Agreement shall be used herein as therein defined. Reference to singular
terms shall include the plural and vice versa.



          (b) The following capitalized terms used herein shall have the definitions specified below:



          “Administrative Agent” shall have the meaning set forth in the recitals hereto.



          “Adverse Claim” shall have the meaning given such term in Section 8-102(a)(1) of the
UCC.



          “Agreement” shall have the meaning set forth in the first paragraph hereof.



          “Borrower” shall have the meaning set forth in the recitals hereto.



          “Certificated Security” shall have the meaning given such term in Section 8-102(a)(4)
of the UCC.


          “Clearing Corporation” shall have the meaning given such term in Section 8-102(a)(5)
of the UCC.












 




Page 4


          “Collateral” shall have the meaning set forth in Section 3.1 hereof.



          “Collateral Accounts” shall mean any and all accounts established and maintained by
the Pledgee in the name of any Pledgor to which Collateral may be credited.



          “Credit Agreement” shall have the meaning set forth in the recitals hereto.



          “Credit Document Obligations” shall have the meaning set forth in Section 1(i) hereof.



          “Domestic Corporation” shall mean any corporation or similar entity organized under
the laws of the United States, any State or territory thereof or the District of Columbia.



          “Event of Default” shall mean any Event of Default under, and as defined in, the
Credit Agreement and shall in any event include, without limitation, any payment default on any of
the Obligations after the expiration of any applicable grace period.



          “Exempted Foreign Entity” shall mean any Foreign Corporation and any limited liability
company organized under the laws of a jurisdiction other than the United States or any State or
Territory thereof that, in any such case, is treated as a corporation or an association taxable as
a corporation for U.S. Federal income tax purposes.



          “Financial Asset” shall have the meaning given such term in Section 8-102(a)(9) of the
UCC.



          “Foreign Corporation” shall mean any corporation or similar entity organized under the
laws of any jurisdiction other than the United States, any State or territory thereof or the
District of Columbia.



          “Indemnitees” shall have the meaning set forth in Section 11 hereof.



          “Instrument” shall have the meaning given such term in Section 9-102(a)(47) of the
UCC.



          “Investment Property” shall have the meaning given such term in Section 9-102(a)(49)
of the UCC.



          “Lender Creditors” shall have the meaning set forth in the recitals hereto.



          “Lenders” shall have the meaning set forth in the recitals hereto.



          “Limited Liability Company Assets” shall mean all assets, whether tangible or
intangible and whether real, personal or mixed (including, without limitation, all limited
liability company capital and interest in other limited liability companies), at any time owned by
any Pledgor and represented by any Limited Liability Company Interest.












 




Page 5

          “Limited Liability Company Interests” shall mean the entire limited liability company
membership interest at any time owned by any Pledgor in any limited liability company.



          “Location” of any Pledgor has the meaning given such term in Section 9-307 of the UCC.



          “Non-Voting Equity Interests” shall mean all Equity Interests of any Person which are
not Voting Equity Interests.



          “Notes” shall mean all promissory notes, including all intercompany notes at any time
issued to any Pledgor.



          “Obligations” shall have the meaning set forth in Section 1 hereof.



          “Other Creditors” shall have the meaning set forth in the recitals hereto.



          “Other Obligations” shall have the meaning set forth in Section 1(ii) hereof.



          “Partnership Assets” shall mean all assets, whether tangible or intangible and whether
real, personal or mixed (including, without limitation, all partnership capital and interest in
other partnerships), at any time owned by any Pledgor and represented by any Partnership Interest.



          “Partnership Interest” shall mean the entire general partnership interest or limited
partnership interest at any time owned by any Pledgor in any general partnership or limited
partnership.



          “Pledged Notes” shall mean all Notes at any time pledged or required to be pledged
hereunder.



          “Pledgee” shall have the meaning set forth in the first paragraph hereof.



          “Pledgor” shall have the meaning set forth in the first paragraph hereof.



          “Proceeds” shall have the meaning given such term in Section 9-102(a)(64) of the UCC.



          “Registered Organization” shall have the meaning given such term in Section
9-102(a)(70) of the UCC.



          “Required Secured Creditors” shall have the meaning provided in the Security
Agreement.



          “Secured Creditors” shall have the meaning set forth in the recitals hereto.



          “Secured Debt Agreements” shall mean (x) this Agreement, (y) the other Credit
Documents and (z) the Interest Rate Protection Agreements and Other Hedging Agreements entered into
with any Other Creditors.












 




Page 6


          “Securities Account” shall have the meaning given such term in Section 8-501(a) of the
UCC.



          “Securities Act” shall mean the Securities Act of 1933, as amended, as in effect from
time to time.



          “Securities Intermediary” shall have the meaning given such term in Section 8-102(14)
of the UCC.



          “Security” shall have the meaning given such term in Section 8-102(a)(15) of the UCC
and shall in any event also include all Stock and all Notes.



          “Security Entitlement” shall have the meaning given such term in Section 8-102(a)(17)
of the UCC.



          “Specified Default” shall have the meaning set forth in Section 5 hereof.



          “Stock” shall mean all of the issued and outstanding shares of capital stock or
similar equity interests of any Domestic Corporation or Foreign Corporation at any time owned by
any Pledgor.



          “Termination Date” shall have the meaning set forth in Section 20 hereof.



          “Transmitting Utility” has the meaning given such term in Section 9-102(a)(80) of the
UCC.



          “UCC” shall mean the Uniform Commercial Code as in effect in the State of New York
from time to time; provided that all references herein to specific Sections or subsections
of the UCC are references to such Sections or subsections, as the case may be, of the Uniform
Commercial Code as in effect in the State of New York on the date hereof.



          “Uncertificated Security” shall have the meaning given such term in Section
8-102(a)(18) of the UCC.



          “Voting Equity Interests” of any Person shall mean all classes of Equity Interests of
such Person entitled to vote.



          3. PLEDGE OF SECURITIES, ETC.



          3.1 Pledge. To secure the Obligations now or hereafter owed or to be performed by
such Pledgor, each Pledgor does hereby grant, pledge and assign to the Pledgee for the benefit of
the Secured Creditors, and does hereby create a continuing security interest (subject only to those
Liens permitted to exist with respect to the Collateral pursuant to the terms of all Secured Debt
Agreements then in effect) in favor of the Pledgee for the benefit of the Secured Creditors in, all
of its right, title and interest in and to the following, whether now existing or hereafter from
time to time acquired (collectively, the “Collateral”):












 




Page 7


     (a) each of the Collateral Accounts (to the extent a security interest therein is not
created pursuant to the Security Agreement), including any and all assets of whatever type
or kind deposited by such Pledgor in any such Collateral Account, whether now owned or
hereafter acquired, existing or arising, including, without limitation, all Financial
Assets, Investment Property, monies, checks, drafts, Instruments, Securities or interests
therein of any type or nature deposited or required by the Credit Agreement or any other
Secured Debt Agreement to be deposited in such Collateral Account, and all investments and
all certificates and other Instruments (including depository receipts, if any) from time to
time representing or evidencing the same, and all dividends, interest, distributions, cash
and other property from time to time received, receivable or otherwise distributed in
respect of or in exchange for any or all of the foregoing;




     (b) all Securities owned or held by such Pledgor from time to time and all options and
warrants owned by such Pledgor from time to time to purchase Securities;




     (c) all Limited Liability Company Interests owned by such Pledgor from time to time and
all of its right, title and interest in each limited liability company to which each such
Limited Liability Company Interest relates, including, without limitation, to the fullest
extent permitted under the terms and provisions of the documents and agreements governing
such Limited Liability Company Interests and applicable law:




          (A) all its capital therein and its interest in all profits, income, surpluses,
losses, Limited Liability Company Assets and other distributions to which such
Pledgor shall at any time be entitled in respect of such Limited Liability Company
Interests;




          (B) all other payments due or to become due to such Pledgor in respect of
Limited Liability Company Interests, whether under any limited liability company
agreement or otherwise, whether as contractual obligations, damages, insurance
proceeds or otherwise;




          (C) all of its claims, rights, powers, privileges, authority, options, security
interests, liens and remedies, if any, under any limited liability company agreement
or operating agreement, or at law or otherwise in respect of such Limited Liability
Company Interests;




          (D) all present and future claims, if any, of such Pledgor against any such
limited liability company for monies loaned or advanced, for services rendered or
otherwise;




          (E) all of such Pledgor’s rights under any limited liability company agreement
or operating agreement or at law to exercise and enforce every right, power, remedy,
authority, option and privilege of such Pledgor relating to such Limited Liability
Company Interests, including any power to terminate, cancel or modify any such
limited liability company agreement or operating agreement, to execute any
instruments and to take any and all other action on behalf of and in the name of any
of such Pledgor in respect of such Limited Liability Company












 





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Interests and any such limited liability company, to make determinations, to
exercise any election (including, but not limited to, election of remedies) or
option or to give or receive any notice, consent, amendment, waiver or approval,
together with full power and authority to demand, receive, enforce, collect or
receipt for any of the foregoing or for any Limited Liability Company Asset, to
enforce or execute any checks, or other instruments or orders, to file any claims
and to take any action in connection with any of the foregoing; and




          (F) all other property hereafter delivered in substitution for or in addition
to any of the foregoing, all certificates and instruments representing or evidencing
such other property and all cash, securities, interest, dividends, rights and other
property at any time and from time to time received, receivable or otherwise
distributed in respect of or in exchange for any or all thereof;




     (d) all Partnership Interests owned by such Pledgor from time to time and all of its
right, title and interest in each partnership to which each such Partnership Interest
relates, including, without limitation, to the fullest extent permitted under the terms and
provisions of the documents and agreements governing such Partnership Interests and
applicable law:




          (A) all its capital therein and its interest in all profits, income, surpluses,
losses, Partnership Assets and other distributions to which such Pledgor shall at
any time be entitled in respect of such Partnership Interests;




          (B) all other payments due or to become due to such Pledgor in respect of
Partnership Interests, whether under any partnership agreement or otherwise, whether
as contractual obligations, damages, insurance proceeds or otherwise;




          (C) all of its claims, rights, powers, privileges, authority, options, security
interests, liens and remedies, if any, under any partnership agreement or operating
agreement, or at law or otherwise in respect of such Partnership Interests;




          (D) all present and future claims, if any, of such Pledgor against any such
partnership for monies loaned or advanced, for services rendered or otherwise;




          (E) all of such Pledgor’s rights under any partnership agreement or operating
agreement or at law to exercise and enforce every right, power, remedy, authority,
option and privilege of such Pledgor relating to such Partnership Interests,
including any power to terminate, cancel or modify any partnership agreement or
operating agreement, to execute any instruments and to take any and all other action
on behalf of and in the name of such Pledgor in respect of such Partnership
Interests and any such partnership, to make determinations, to exercise any election
(including, but not limited to, election of remedies) or option or to give or
receive any notice, consent, amendment, waiver or approval, together with full power
and authority to demand, receive, enforce, collect or receipt for












 





Page 9


any of the foregoing or for any Partnership Asset, to enforce or execute any
checks, or other instruments or orders, to file any claims and to take any action in
connection with any of the foregoing; and




          (F) all other property hereafter delivered in substitution for or in addition
to any of the foregoing, all certificates and instruments representing or evidencing
such other property and all cash, securities, interest, dividends, rights and other
property at any time and from time to time received, receivable or otherwise
distributed in respect of or in exchange for any or all thereof;




     (e) all Financial Assets and Investment Property owned by such Pledgor from time to
time;




     (f) all Security Entitlements owned by such Pledgor from time to time in any and all of
the foregoing; and




     (g) all Proceeds of any and all of the foregoing.


Notwithstanding anything to the contrary contained herein, no Pledgor shall be required at any time
to pledge hereunder more than 65% of the Voting Equity Interest of any Foreign Corporation;
provided that each Pledgor shall be required to pledge hereunder 100% of any Non-Voting
Equity Interest at any time and from time to time acquired by such Pledgor of any Foreign
Corporation.




          3.2 Procedures. (a) To the extent that any Pledgor at any time or from time to time
owns, acquires or obtains any right, title or interest in any Collateral, such Collateral shall
automatically (and without the taking of any action by such Pledgor) be pledged pursuant to Section
3.1 of this Agreement and, in addition thereto, such Pledgor shall (to the extent provided below)
take the following actions as set forth below (as promptly as practicable and, in any event, within
10 days after it obtains such Collateral) for the benefit of the Pledgee and the other Secured
Creditors:




     (i) with respect to a Certificated Security (other than a Certificated Security
credited on the books of a Clearing Corporation or Securities Intermediary), such Pledgor
shall physically deliver such Certificated Security to the Pledgee, endorsed to the Pledgee
or endorsed in blank;




     (ii) with respect to an Uncertificated Security (other than an Uncertificated Security
credited on the books of a Clearing Corporation or Securities Intermediary), such Pledgor
shall cause the issuer of such Uncertificated Security to duly authorize, execute, and
deliver to the Pledgee, an agreement for the benefit of the Pledgee and the other Secured
Creditors substantially in the form of Annex H hereto (appropriately completed to the
satisfaction of the Pledgee and with such modifications, if any, as shall be satisfactory to
the Pledgee);




     (iii) with respect to a Certificated Security, Uncertificated Security, Partnership
Interest or Limited Liability Company Interest credited on the books of a Clearing
Corporation or Securities Intermediary (including a Federal Reserve Bank, Participants












 





Page 10


Trust Company or The Depository Trust Company), such Pledgor shall promptly notify the
Pledgee thereof and shall promptly take (x) all actions required (i) to comply with the
applicable rules of such Clearing Corporation or Securities Intermediary and (ii) to perfect
the security interest of the Pledgee under applicable law (including, in any event, under
Sections 9-314(a), (b) and (c), 9-106 and 8-106(d) of the UCC) and (y) such other actions as
the Pledgee reasonably deems necessary or desirable to effect the foregoing;




     (iv) with respect to a Partnership Interest or a Limited Liability Company Interest
(other than a Partnership Interest or Limited Liability Company Interest credited on the
books of a Clearing Corporation or Securities Intermediary), (1) if such Partnership
Interest or Limited Liability Company Interest is represented by a certificate and is a
Security for purposes of the UCC, the procedure set forth in Section 3.2(a)(i) hereof, and
(2) if such Partnership Interest or Limited Liability Company Interest is not represented by
a certificate or is not a Security for purposes of the UCC, the procedure set forth in
Section 3.2(a)(ii) hereof;




     (v) with respect to any Note, physical delivery of such Note to the Pledgee, endorsed
in blank, or, at the request of the Pledgee, endorsed to the Pledgee; and




     (vi) with respect to cash proceeds from any of the Collateral described in Section 3.1
hereof, (i) establishment by the Pledgee of a cash account in the name of such Pledgor over
which the Pledgee shall have “control” within the meaning of the UCC and at any time any
Event of Default is in existence no withdrawals or transfers may be made therefrom by any
Person except with the prior written consent of the Pledgee and (ii) deposit of such cash in
such cash account.



          (b) In addition to the actions required to be taken pursuant to Section 3.2(a) hereof, each
Pledgor shall take the following additional actions with respect to the Collateral:




     (i) with respect to all Collateral of such Pledgor whereby or with respect to which the
Pledgee may obtain “control” thereof within the meaning of Section 8-106 of the UCC (or
under any provision of the UCC as same may be amended or supplemented from time to time, or
under the laws of any relevant State other than the State of New York), such Pledgor shall
take all actions as may be reasonably requested from time to time by the Pledgee so that
“control” of such Collateral is obtained and at all times held by the Pledgee; and




     (ii) each Pledgor shall from time to time cause appropriate financing statements (on
appropriate forms) under the Uniform Commercial Code as in effect in the various relevant
States, covering all Collateral hereunder (with the form of such financing statements to be
satisfactory to the Pledgee), to be filed in the relevant filing offices so that at all
times the Pledgee’s security interest in all Investment Property and other Collateral which
can be perfected by the filing of such financing statements (in each case to the maximum
extent perfection by filing may be obtained under the laws of the relevant States,
including, without limitation, Section 9-312(a) of the UCC) is so perfected.












 




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          3.3 Subsequently Acquired Collateral. If any Pledgor shall acquire (by purchase,
stock dividend, distribution or otherwise) any additional Collateral at any time or from time to
time after the date hereof, (i) such Collateral shall automatically (and without any further action
being required to be taken) be subject to the pledge and security interests created pursuant to
Section 3.1 hereof and (ii) such Pledgor will thereafter take (or cause to be taken) all action (as
promptly as practicable and, in any event, within 10 days after it obtains such Collateral) with
respect to such Collateral in accordance with the procedures set forth in Section 3.2 hereof, and
will promptly thereafter deliver to the Pledgee (x) a certificate executed by an authorized officer
of such Pledgor describing such Collateral and certifying that the same has been duly pledged in
favor of the Pledgee (for the benefit of the Secured Creditors) hereunder and (y) supplements to
Annexes A through G hereto as are necessary to cause such Annexes to be complete and accurate at
such time. Notwithstanding the foregoing, no Pledgor shall be required to pledge hereunder the
equity interests of any Exempted Foreign Entity.



          3.4 Transfer Taxes. Each pledge of Collateral under Section 3.1 or Section 3.3 hereof
shall be accompanied by any transfer tax stamps required in connection with the pledge of such
Collateral.



          3.5 Certain Representations and Warranties Regarding the Collateral. Each Pledgor
represents and warrants that on the date hereof: (i) each Subsidiary of such Pledgor, and the
direct ownership thereof, is listed in Annex B hereto; (ii) the Stock (and any warrants or options
to purchase Stock) held by such Pledgor consists of the number and type of shares of the stock (or
warrants or options to purchase any stock) of the corporations as described in Annex C hereto;
(iii) such Stock referenced in clause (ii) of this paragraph constitutes that percentage of the
issued and outstanding capital stock of the issuing corporation as is set forth in Annex C hereto;
(iv) the Notes held by such Pledgor consist of the promissory notes described in Annex D hereto
where such Pledgor is listed as the lender; (v) the Limited Liability Company Interests held by
such Pledgor consist of the number and type of interests of the Persons described in Annex E
hereto; (vi) each such Limited Liability Company Interest referenced in clause (v) of this
paragraph constitutes that percentage of the issued and outstanding equity interest of the issuing
Person as set forth in Annex E hereto; (vii) the Partnership Interests held by such Pledgor consist
of the number and type of interests of the Persons described in Annex F hereto; (viii) each such
Partnership Interest referenced in clause (vii) of this paragraph constitutes that percentage or
portion of the entire partnership interest of the Partnership as set forth in Annex F hereto; (ix)
the exact address of each chief executive office of such Pledgor is listed on Annex G hereto; (x)
the Pledgor has complied with the respective procedure set forth in Section 3.2(a) hereof with
respect to each item of Collateral described in Annexes C through F hereto; and (xi) on the date
hereof, such Pledgor owns no other Securities, Stock, Notes, Limited Liability Company Interests or
Partnership Interests.



          4. APPOINTMENT OF SUB-AGENTS; ENDORSEMENTS, ETC. The Pledgee shall have the right to appoint one or more sub-agents for the purpose of
retaining physical possession of the Collateral, which may be held (in the discretion of the
Pledgee) in the name of the relevant Pledgor, endorsed or assigned in blank or in favor of the
Pledgee or any nominee or nominees of the Pledgee or a sub-agent appointed by the Pledgee.












 




Page 12

          5. VOTING, ETC., WHILE NO EVENT OF DEFAULT OR SPECIFIED DEFAULT. Unless and until there shall
have occurred and be continuing any Event of Default under the Credit Agreement or a Default under
Section 10.01 or 10.05 of the Credit Agreement (each such Default, a “Specified Default”),
each Pledgor shall be entitled to exercise any and all voting and other consensual rights
pertaining to the Collateral owned by it, and to give consents, waivers or ratifications in respect
thereof; provided that, in each case, no vote shall be cast or any consent, waiver or
ratification given or any action taken or omitted to be taken which would violate, result in a
breach of any covenant contained in, or be inconsistent with any of the terms of any Secured Debt
Agreement, or which could reasonably be expected to have the effect of impairing the value of the
Collateral or any part thereof or the position or interests of the Pledgee or any other Secured
Creditor in the Collateral, unless expressly permitted by the terms of the Secured Debt Agreements.
All such rights of each Pledgor to vote and to give consents, waivers and ratifications shall
cease in case an Event of Default has occurred and is continuing, and Section 7 hereof shall become
applicable.



          6. DIVIDENDS AND OTHER DISTRIBUTIONS. Unless and until there shall have occurred and be
continuing an Event of Default, all cash dividends, cash distributions, cash Proceeds and other
cash amounts payable in respect of the Collateral shall be paid to the respective Pledgor. The
Pledgee shall be entitled to receive directly, and to retain as part of the Collateral:




     (i) all other or additional stock, notes, certificates, limited liability company
interests, partnership interests, instruments or other securities or property (including,
but not limited to, cash dividends other than as set forth above) paid or distributed by way
of dividend or otherwise in respect of the Collateral;




     (ii) all other or additional stock, notes, certificates, limited liability company
interests, partnership interests, instruments or other securities or property (including,
but not limited to, cash (although such cash may be paid directly to the respective Pledgor
so long as no Event of Default then exists)) paid or distributed in respect of the
Collateral by way of stock-split, spin-off, split-up, reclassification, combination of
shares or similar rearrangement; and




     (iii) all other or additional stock, notes, certificates, limited liability company
interests, partnership interests, instruments or other securities or property (including,
but not limited to, cash) which may be paid in respect of the Collateral by reason of any
consolidation, merger, exchange of stock, conveyance of assets, liquidation or similar
corporate or other reorganization.


Nothing contained in this Section 6 shall limit or restrict in any way the Pledgee’s right to
receive the proceeds of the Collateral in any form in accordance with Section 3 of this Agreement.
All dividends, distributions or other payments which are received by any Pledgor contrary to the
provisions of this Section 6 or Section 7 hereof shall be received in trust for the benefit of the
Pledgee, shall be segregated from other property or funds of such Pledgor and shall be forthwith
paid over to the Pledgee as Collateral in the same form as so received (with any necessary
endorsement).












 





Page 13



          7. REMEDIES IN CASE OF AN EVENT OF DEFAULT OR A SPECIFIED DEFAULT. (a) If there shall have
occurred and be continuing an Event of Default, then and in every such case, the Pledgee shall be
entitled to exercise all of the rights, powers and remedies (whether vested in it by this
Agreement, any other Secured Debt Agreement or by law) for the protection and enforcement of its
rights in respect of the Collateral, and the Pledgee shall be entitled to exercise all the rights
and remedies of a secured party under the UCC as in effect in any relevant jurisdiction and also
shall be entitled, without limitation, to exercise the following rights, which each Pledgor hereby
agrees to be commercially reasonable:




     (i) to receive all amounts payable in respect of the Collateral otherwise payable under
Section 6 hereof to the respective Pledgor;




     (ii) to transfer all or any part of the Collateral into the Pledgee’s name or the name
of its nominee or nominees;




     (iii) to accelerate any Pledged Note which may be accelerated in accordance with its
terms, and take any other lawful action to collect upon any Pledged Note (including, without
limitation, to make any demand for payment thereon);




     (iv) to vote (and exercise all rights and powers in respect of voting) all or any part
of the Collateral (whether or not transferred into the name of the Pledgee) and give all
consents, waivers and ratifications in respect of the Collateral and otherwise act with
respect thereto as though it were the outright owner thereof (each Pledgor hereby
irrevocably constituting and appointing the Pledgee the proxy and attorney-in-fact of such
Pledgor, with full power of substitution to do so);




     (v) at any time and from time to time to sell, assign and deliver, or grant options to
purchase, all or any part of the Collateral, or any interest therein, at any public or
private sale, without demand of performance, advertisement or notice of intention to sell or
of the time or place of sale or adjournment thereof or to redeem or otherwise purchase or
dispose (all of which are hereby waived by each Pledgor), for cash, on credit or for other
property, for immediate or future delivery without any assumption of credit risk, and for
such price or prices and on such terms as the Pledgee in its absolute discretion may
determine, provided at least 10 days’ written notice of the time and place of any
such sale shall be given to the respective Pledgor. The Pledgee shall not be obligated to
make any such sale of Collateral regardless of whether any such notice of sale has
theretofore been given. Each Pledgor hereby waives and releases to the fullest
extent permitted by law any right or equity of redemption with respect to the
Collateral, whether before or after sale hereunder, and all rights, if any, of marshalling
the Collateral and any other security or the Obligations or otherwise. At any such sale,
unless prohibited by applicable law, the Pledgee on behalf of the Secured Creditors may bid
for and purchase all or any part of the Collateral so sold free from any such right or
equity of redemption. Neither the Pledgee nor any other Secured Creditor shall be liable
for failure to collect or realize upon any or all of the Collateral or for any delay in so
doing nor shall any of them be under any obligation to take any action whatsoever with
regard thereto; and












 




Page 14


     (vi) to set off any and all Collateral against any and all Obligations, and to withdraw
any and all cash or other Collateral from any and all Collateral Accounts and to apply such
cash and other Collateral to the payment of any and all Obligations.



          (b) If there shall have occurred and be continuing a Specified Default, then and in every such
case, the Pledgee shall be entitled to vote (and exercise all rights and powers in respect of
voting) all or any part of the Collateral (whether or not transferred into the name of the Pledgee)
and give all consents, waivers and ratifications in respect of the Collateral and otherwise act
with respect thereto as though it were the outright owner thereof (each Pledgor hereby irrevocably
constituting and appointing the Pledgee the proxy and attorney-in-fact of such Pledgor, with full
power of substitution to do so).



          8. REMEDIES, CUMULATIVE, ETC. Each and every right, power and remedy of the Pledgee provided
for in this Agreement or in any other Secured Debt Agreement, or now or hereafter existing at law
or in equity or by statute shall be cumulative and concurrent and shall be in addition to every
other such right, power or remedy. The exercise or beginning of the exercise by the Pledgee or any
other Secured Creditor of any one or more of the rights, powers or remedies provided for in this
Agreement or any other Secured Debt Agreement or now or hereafter existing at law or in equity or
by statute or otherwise shall not preclude the simultaneous or later exercise by the Pledgee or any
other Secured Creditor of all such other rights, powers or remedies, and no failure or delay on the
part of the Pledgee or any other Secured Creditor to exercise any such right, power or remedy shall
operate as a waiver thereof. No notice to or demand on any Pledgor in any case shall entitle it to
any other or further notice or demand in similar or other circumstances or constitute a waiver of
any of the rights of the Pledgee or any other Secured Creditor to any other or further action in
any circumstances without notice or demand. The Secured Creditors agree that this Agreement may be
enforced only by the action of the Pledgee, in each case, acting upon the instructions of the
Required Secured Creditors, and that no other Secured Creditor shall have any right individually to
seek to enforce or to enforce this Agreement or to realize upon the security to be granted hereby,
it being understood and agreed that such rights and remedies may be exercised by the Pledgee for
the benefit of the Secured Creditors upon the terms of this Agreement and the Security Agreement.



          9. APPLICATION OF PROCEEDS. (a) All monies collected by the Pledgee upon any sale or other disposition of the
Collateral pursuant to the terms of this Agreement, together with all other monies received by the
Pledgee hereunder, shall be applied in the manner provided in the Security Agreement.



          (b) It is understood and agreed that each Pledgor shall remain jointly and severally liable
with respect to its Obligations to the extent of any deficiency between the amount of the proceeds
of the Collateral pledged by it hereunder and the aggregate amount of such Obligations.



          10. PURCHASERS OF COLLATERAL. Upon any sale of the Collateral by the Pledgee hereunder
(whether by virtue of the power of sale herein granted, pursuant to judicial process or otherwise),
the receipt of the Pledgee or the officer making such sale shall be a sufficient discharge to the
purchaser or purchasers of the Collateral so sold, and such purchaser or purchasers shall not be
obligated to see to the application of any part of the purchase money












 





Page 15


paid over to the Pledgee or
such officer or be answerable in any way for the misapplication or nonapplication thereof.



          11. INDEMNITY. Each Pledgor jointly and severally agrees (i) to indemnify, reimburse and hold
harmless the Pledgee and each other Secured Creditor and their respective successors, assigns,
employees, agents and affiliates (individually an “Indemnitee”, and collectively, the
“Indemnitees”) from and against any and all obligations, damages, injuries, penalties,
claims, demands, losses, judgments and liabilities (including, without limitation, liabilities for
penalties) of whatsoever kind or nature, and (ii) to reimburse each Indemnitee for all reasonable
costs, expenses and disbursements, including reasonable attorneys’ fees and expenses, in each case
arising out of or resulting from this Agreement or the exercise by any Indemnitee of any right or
remedy granted to it hereunder or under any other Secured Debt Agreement (but excluding any
obligations, damages, injuries, penalties, claims, demands, losses, judgments and liabilities
(including, without limitation, liabilities for penalties) or expenses of whatsoever kind or nature
to the extent incurred or arising by reason of gross negligence or willful misconduct of such
Indemnitee (as determined by a court of competent jurisdiction in a final and non-appealable
decision)). In no event shall the Pledgee hereunder be liable, in the absence of gross negligence
or willful misconduct on its part (as determined by a court of competent jurisdiction in a final
and non-appealable decision), for any matter or thing in connection with this Agreement other than
to account for monies or other property actually received by it in accordance with the terms
hereof. If and to the extent that the obligations of any Pledgor under this Section 11 are
unenforceable for any reason, such Pledgor hereby agrees to make the maximum contribution to the
payment and satisfaction of such obligations which is permissible under applicable law. The
indemnity obligations of each Pledgor contained in this Section 11 shall continue in full force and
effect notwithstanding the full payment of all the Obligations and the termination of all Interest
Rate Protection Agreements and Other Hedging Agreements and Letters of Credit, and notwithstanding
the discharge thereof.



          12. PLEDGEE NOT A PARTNER OR LIMITED LIABILITY COMPANY MEMBER. (a) Nothing herein shall be construed to make the Pledgee or any other Secured Creditor
liable as a member of any limited liability company or as a partner of any partnership and neither
the Pledgee nor any other Secured Creditor by virtue of this Agreement or otherwise (except as
referred to in the following sentence) shall have any of the duties, obligations or liabilities of
a member of any limited liability company or as a partner in any partnership. The parties hereto
expressly agree that, unless the Pledgee shall become the absolute owner of Collateral consisting
of a Limited Liability Company Interest or a Partnership Interest pursuant hereto, this Agreement
shall not be construed as creating a partnership or joint venture among the Pledgee, any other
Secured Creditor, any Pledgor and/or any other Person.



          (b) Except as provided in the last sentence of paragraph (a) of this Section 12, the Pledgee,
by accepting this Agreement, did not intend to become a member of any limited liability company or
a partner of any partnership or otherwise be deemed to be a co-venturer with respect to any
Pledgor, any limited liability company, partnership and/or any other Person either before or after
an Event of Default shall have occurred. The Pledgee shall have only those powers set forth herein
and the Secured Creditors shall assume none of the duties, obligations or liabilities of a member
of any limited liability company or as a partner of any partnership or any Pledgor except as
provided in the last sentence of paragraph (a) of this Section 12.












 




Page 16

          (c) The Pledgee and the other Secured Creditors shall not be obligated to perform or discharge
any obligation of any Pledgor as a result of the pledge hereby effected.



          (d) The acceptance by the Pledgee of this Agreement, with all the rights, powers, privileges
and authority so created, shall not at any time or in any event obligate the Pledgee or any other
Secured Creditor to appear in or defend any action or proceeding relating to the Collateral to
which it is not a party, or to take any action hereunder or thereunder, or to expend any money or
incur any expenses or perform or discharge any obligation, duty or liability under the Collateral.



          13. FURTHER ASSURANCES; POWER-OF-ATTORNEY. (a) Each Pledgor shall, at its own expense, file
and refile under the UCC or other applicable law such financing statements, continuation statements
and other documents, in form reasonably acceptable to the Pledgee, in such filing offices as the
Pledgee (acting on its own or on the instructions of the Required Secured Creditors) may reasonably
deem necessary or appropriate and wherever required or permitted by law in order to perfect and
preserve the Pledgee’s security interest in the Collateral hereunder and hereby authorizes the
Pledgee to file financing statements and amendments thereto relative to all or any part of the
Collateral (including, without limitation, financing statements which list the Collateral
specifically and/or “all assets” as collateral) without the signature of such Pledgor where
permitted by law, and agrees to do such further acts and to execute and deliver to the Pledgee such
additional conveyances, assignments, agreements and instruments as the Pledgee may reasonably
require or deem advisable to carry into effect the purposes of this Agreement or to further assure
and confirm unto the Pledgee its rights, powers and remedies hereunder or thereunder.



          (b) Each Pledgor hereby constitutes and appoints the Pledgee its true and lawful
attorney-in-fact, irrevocably, with full authority in the place and stead of such Pledgor and in
the
name of such Pledgor or otherwise, from time to time after the occurrence and during the
continuance of an Event of Default, in the Pledgee’s discretion, to act, require, demand, receive
and give acquittance for any and all monies and claims for monies due or to become due to such
Pledgor under or arising out of the Collateral, to endorse any checks or other instruments or
orders in connection therewith and to file any claims or take any action or institute any
proceedings and to execute any instrument which the Pledgee may deem necessary or advisable to
accomplish the purposes of this Agreement, which appointment as attorney is coupled with an
interest.



          14. THE PLEDGEE AS COLLATERAL AGENT. The Pledgee will hold in accordance with this Agreement
all items of the Collateral at any time received under this Agreement. It is expressly understood,
acknowledged and agreed by each Secured Creditor that by accepting the benefits of this Agreement
each such Secured Creditor acknowledges and agrees that the obligations of the Pledgee as holder of
the Collateral and interests therein and with respect to the disposition thereof, and otherwise
under this Agreement, are only those expressly set forth in this Agreement and in Section 12 of the
Credit Agreement. The Pledgee shall act hereunder on the terms and conditions set forth herein and
in Section 12 of the Credit Agreement.












 




Page 17

          15. TRANSFER BY THE PLEDGORS. Except as permitted (i) prior to the date all Credit Document
Obligations have been paid in full and all Commitments under the Credit Agreement have been
terminated, pursuant to the Credit Agreement, and (ii) thereafter, pursuant to the other Secured
Debt Agreements, no Pledgor will sell or otherwise dispose of, grant any option with respect to, or
mortgage, pledge or otherwise encumber any of the Collateral or any interest therein.



          16. REPRESENTATIONS, WARRANTIES AND COVENANTS OF THE PLEDGORS. (a) Each Pledgor represents,
warrants and covenants as to itself and each of its Subsidiaries that:




     (i) it is the legal, beneficial and record owner of, and has good and marketable title
to, all of its Collateral consisting of one or more Securities, Partnership Interests and
Limited Liability Company Interests and that it has sufficient interest in all of its
Collateral in which a security interest is purported to be created hereunder for such
security interest to attach (subject, in each case, to no pledge, lien, mortgage,
hypothecation, security interest, charge, option, Adverse Claim or other encumbrance
whatsoever, except the liens and security interests created by this Agreement or permitted
under the Secured Debt Agreements);




     (ii) it has full power, authority and legal right to pledge all the Collateral pledged
by it pursuant to this Agreement;




     (iii) such Pledgor has duly executed and delivered this Agreement, and this Agreement
constitutes the legal, valid and binding obligation of such Pledgor 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);




     (iv) 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 Pledgor to authorize, or is required to be obtained or made by, or on behalf
of, such Pledgor in connection with, (i) the execution, delivery and performance of this
Agreement by such Pledgor or (ii) the legality, validity, binding effect or enforceability
of this Agreement;




     (v) neither the execution, delivery or performance by such Pledgor of this Agreement,
or any other Secured Debt Agreement to which it is a party, nor compliance by it with the
terms and provisions hereof and thereof nor the consummation of the transactions
contemplated therein: (i) will contravene any provision of any law, statute, rule or
regulation, or any order, writ, injunction or decree of any court, arbitrator or












 




Page 18



governmental instrumentality, domestic or foreign, applicable to such Pledgor; (ii) will
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
properties or assets of such Pledgor or any of its Subsidiaries pursuant to the terms of any
indenture, material lease, material mortgage, material deed of trust, credit agreement, loan
agreement or any other material agreement, contract or other instrument to which such
Pledgor or any of its Subsidiaries is a party or is otherwise bound, or by which it or any
of its properties or assets is bound or to which it may be subject; or (iii) will violate
any provision of the certificate of incorporation, by-laws, certificate of partnership,
partnership agreement, certificate of formation or limited liability company agreement (or
equivalent organizational documents), as the case may be, of such Pledgor or any of its
Subsidiaries




     (vi) all of such Pledgor’s Collateral (consisting of Securities, Limited Liability
Company Interests and Partnership Interests) has been duly and validly issued, is fully paid
and non-assessable and is subject to no options to purchase or similar rights;




     (vii) each of such Pledgor’s Pledged Notes constitutes, or when executed by the obligor
thereof will constitute, the legal, valid and binding obligation of such obligor,
enforceable in accordance with its terms, except to the extent that the enforceability
thereof may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or
other similar laws affecting creditors’ rights generally and by general equitable principles
(regardless of whether enforcement is sought in equity or at law);




     (viii) the pledge, collateral assignment and delivery to the Pledgee of such Pledgor’s
Collateral consisting of Certificated Securities and Pledged Notes pursuant to this
Agreement creates a valid and perfected first priority security interest in such
Certificated Securities and Pledged Notes, and the proceeds thereof, subject to no prior
Lien or encumbrance or to any agreement purporting to grant to any third party a Lien or
encumbrance on the property or assets of such Pledgor which would include the Securities
(other than the liens and security interests permitted under the Secured Debt Agreements
then in effect) and the Pledgee is entitled to all the rights, priorities and benefits
afforded by the UCC or other relevant law as enacted in any relevant jurisdiction to perfect
security interests in respect of such Collateral; and




     (ix) “control” (as defined in Section 8-106 of the UCC) has been obtained by the
Pledgee over all of such Pledgor’s Collateral consisting of Securities (including, without
limitation, Notes which are Securities) with respect to which such “control” may be obtained
pursuant to Section 8-106 of the UCC, except to the extent that the obligation of the
applicable Pledgor to provide the Pledgee with “control” of such Collateral has not yet
arisen under this Agreement; provided that in the case of the Pledgee obtaining
“control” over Collateral consisting of a Security Entitlement, such Pledgor shall have
taken all steps in its control so that the Pledgee obtains “control” over such Security
Entitlement.












 




Page 19

          (b) Each Pledgor covenants and agrees that it will defend the Pledgee’s right, title and
security interest in and to such Pledgor’s Collateral and the proceeds thereof against the claims
and demands of all persons whomsoever; and each Pledgor covenants and agrees that it will have like
title to and right to pledge any other property at any time hereafter pledged to the Pledgee by
such Pledgor as Collateral hereunder and will likewise defend the right thereto and security
interest therein of the Pledgee and the other Secured Creditors.



          (c) Each Pledgor covenants and agrees that it will take no action which would violate any of
the terms of any Secured Debt Agreement.



          (d) Each Pledgor hereby authorizes the Collateral Agent to make duplicate filings as if such
Pledgor is a Transmitting Utility, or alternatively, as if such Pledgor is a Person which is not a
Transmitting Utility.



          17. LEGAL NAMES; TYPE OF ORGANIZATION (AND WHETHER A REGISTERED ORGANIZATION); JURISDICTION OF
ORGANIZATION; LOCATION; ORGANIZATIONAL IDENTIFICATION NUMBERS; CHANGES THERETO; ETC. The exact
legal name of each Pledgor, the type of organization of such Pledgor, whether or not such Pledgor
is a Registered Organization, the jurisdiction of organization of such Pledgor, such Pledgor’s
Location and the organizational identification number (if any) of each Pledgor is listed on Annex A
hereto for such Pledgor. No Pledgor shall change its legal name, its type of organization, its
status as a Registered Organization (in the case of a Registered Organization), its jurisdiction of
organization, its Location, or its organizational identification number (if any), except that any
such changes shall be permitted (so long as not in violation of the applicable requirements of the
Secured Debt Agreements and so long as same do not involve (x) a Registered Organization ceasing to constitute same or (y) any Pledgor changing its
jurisdiction of organization or Location from the United States or a State thereof to a
jurisdiction of organization or Location, as the case may be, outside the United States or a State
thereof) if (i) it shall have given to the Pledgee not less than 15 days’ prior written notice of
each change to the information listed on Annex A (as adjusted for any subsequent changes thereto
previously made in accordance with this sentence), together with a supplement to Annex A which
shall correct all information contained therein for such Pledgor, and (ii) in connection with the
respective such change or changes, it shall have taken all action reasonably requested by the
Pledgee to maintain the security interests of the Pledgee in the Collateral intended to be granted
hereby at all times fully perfected and in full force and effect. In addition, to the extent that
any Pledgor does not have an organizational identification number on the date hereof and later
obtains one, such Pledgor shall promptly thereafter deliver a notification to the Pledgee of such
organizational identification number and shall take all actions reasonably satisfactory to the
Pledgee to the extent necessary to maintain the security interest of the Pledgee in the Collateral
intended to be granted hereby fully perfected and in full force and effect.



          18. PLEDGORS’ OBLIGATIONS ABSOLUTE, ETC. The obligations of each Pledgor under this Agreement
shall be absolute and unconditional and shall remain in full force and effect without regard to,
and shall not be released, suspended, discharged, terminated or otherwise affected by, any
circumstance or occurrence whatsoever (other than termination of this Agreement pursuant to Section
20 hereof), including, without limitation:












 





Page 20

     (i) any renewal, extension, amendment or modification of, or addition or supplement to
or deletion from, any Secured Debt Agreement (other than this Agreement in accordance with
its terms), or any other instrument or agreement referred to therein, or any assignment or
transfer of any thereof;




     (ii) any waiver, consent, extension, indulgence or other action or inaction under or in
respect of any such agreement or instrument including, without limitation, this Agreement
(other than a waiver, consent or extension with respect to this Agreement in accordance with
its terms);




     (iii) any furnishing of any additional security to the Pledgee or its assignee or any
acceptance thereof or any release of any security by the Pledgee or its assignee;




     (iv) any limitation on any party’s liability or obligations under any such instrument
or agreement or any invalidity or unenforceability, in whole or in part, of any such
instrument or agreement or any term thereof; or




     (v) any bankruptcy, insolvency, reorganization, composition, adjustment, dissolution,
liquidation or other like proceeding relating to any Pledgor or any Subsidiary of any
Pledgor, or any action taken with respect to this Agreement by any trustee or receiver, or
by any court, in any such proceeding, whether or not such Pledgor shall have notice or
knowledge of any of the foregoing.



          19. SALE OF COLLATERAL WITHOUT REGISTRATION. (a) If an Event of Default shall have occurred and be continuing and any Pledgor shall
have received from the Pledgee a written request or requests that such Pledgor cause any
registration, qualification or compliance under any federal or state securities law or laws to be
effected with respect to all or any part of the Collateral consisting of Securities, Limited
Liability Company Interests or Partnership Interests, such Pledgor as soon as practicable and at
its expense will use its best efforts to cause such registration to be effected (and be kept
effective) and will use its commercially reasonable efforts to cause such qualification and
compliance to be effected (and be kept effective) as may be so requested and as would permit or
facilitate the sale and distribution of such Collateral consisting of Securities, Limited Liability
Company Interests or Partnership Interests, including, without limitation, registration under the
Securities Act, as then in effect (or any similar statute then in effect), appropriate
qualifications under applicable blue sky or other state securities laws and appropriate compliance
with any other governmental requirements; provided, that the Pledgee shall furnish to such
Pledgor such information regarding the Pledgee as such Pledgor may request in writing and as shall
be required in connection with any such registration, qualification or compliance. Each Pledgor
will cause the Pledgee to be kept reasonably advised in writing as to the progress of each such
registration, qualification or compliance and as to the completion thereof, will furnish to the
Pledgee such number of prospectuses, offering circulars and other documents incident thereto as the
Pledgee from time to time may reasonably request, and will indemnify, to the extent permitted by
law, the Pledgee and all other Secured Creditors participating in the distribution of such
Collateral consisting of Securities, Limited Liability Company Interests or Partnership Interests
against all claims, losses, damages and liabilities caused by any untrue statement (or alleged
untrue statement) of a material fact contained therein (or in any related registration statement,












 






Page 21


notification or the like) or by any omission (or alleged omission) to state therein (or in any
related registration statement, notification or the like) a material fact required to be stated
therein or necessary to make the statements therein not misleading, except insofar as the same may
have been caused by an untrue statement or omission based upon information furnished in writing to
such Pledgor by the Pledgee or such other Secured Creditor expressly for use therein.



          (b) If at any time when the Pledgee shall determine to exercise its right to sell all or any
part of the Collateral consisting of Securities, Limited Liability Company Interests or Partnership
Interests pursuant to Section 7 hereof, and such Collateral or the part thereof to be sold shall
not, for any reason whatsoever, be effectively registered under the Securities Act, as then in
effect, the Pledgee may, in its sole and absolute discretion, sell such Collateral or part thereof
by private sale in such manner and under such circumstances as the Pledgee may deem necessary or
advisable in order that such sale may legally be effected without such registration. Without
limiting the generality of the foregoing, in any such event the Pledgee, in its sole and absolute
discretion (i) may proceed to make such private sale notwithstanding that a registration statement
for the purpose of registering such Collateral or part thereof shall have been filed under such
Securities Act, (ii) may approach and negotiate with a single possible purchaser to effect such
sale, and (iii) may restrict such sale to a purchaser who will represent and agree that such
purchaser is purchasing for its own account, for investment, and not with a view to the
distribution or sale of such Collateral or part thereof. In the event of any such sale, the
Pledgee shall incur no responsibility or liability for selling all or any part of the Collateral at
a price which the Pledgee, in its sole and absolute discretion, may in good faith deem reasonable
under the circumstances, notwithstanding the possibility that a substantially higher price might be
realized if the sale were deferred until the registration as aforesaid.



          20. TERMINATION; RELEASE. (a) On the Termination Date (as defined below), this Agreement
shall terminate (provided that all indemnities set forth herein including, without limitation, in
Section 11 hereof shall survive any such termination) and the Pledgee, at the request and expense
of such Pledgor, will execute and deliver to such Pledgor a proper instrument or instruments
(including UCC termination statements) acknowledging the satisfaction and termination of this
Agreement (including, without limitation, UCC termination statements and instruments of
satisfaction, discharge and/or reconveyance), and will duly release from the security interest
created hereby and assign, transfer and deliver to such Pledgor (without recourse and without any
representation or warranty) such of the Collateral as may be in the possession of the Pledgee and
as has not theretofore been sold or otherwise applied or released pursuant to this Agreement,
together with any moneys at the time held by the Pledgee or any of its sub-agents hereunder and,
with respect to any Collateral consisting of an Uncertificated Security, a Partnership Interest or
a Limited Liability Company Interest (other than an Uncertificated Security, Partnership Interest
or Limited Liability Company Interest credited on the books of a Clearing Corporation or Securities
Intermediary), a termination of the agreement relating thereto executed and delivered by the issuer
of such Uncertificated Security pursuant to Section 3.2(a)(ii) or by the respective partnership or
limited liability company pursuant to Section 3.2(a)(iv)(2). As used in this Agreement,
“Termination Date” shall mean the date upon which the Commitments under the Credit
Agreement have been terminated and all Interest Rate Protection Agreements and Other Hedging
Agreements entitled to the benefits of this Agreement have been terminated, no Letter of Credit or
Note (as defined in the Credit Agreement) is outstanding (and all Loans have been paid in full),
all Letters of Credit have been terminated, and












 




Page 22



all other Obligations (other than indemnities
described in Section 11 hereof and described in Section 12.06 of the Credit Agreement, and any
other indemnities set forth in any other Security Documents, in each case which are not then due
and payable) then due and payable have been paid in full.



          (b) In the event that any part of the Collateral is sold or otherwise disposed of (to a Person
other than a Credit Party) (x) at any time 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, in connection with a sale or disposition permitted by Section 9.02
of the Credit Agreement or is otherwise released at the direction of the Required Lenders (or all
the Lenders if required by Section 13.12 of the Credit Agreement) or (y) at any time thereafter, to
the extent permitted by the other Secured Debt Agreements, and in the case of clauses (x) and (y),
the proceeds of such sale or disposition (or from such release) are applied in accordance with the
terms of the Credit Agreement or such other Secured Debt Agreement, as the case may be, to the
extent required to be so applied, the Pledgee, at the request and expense of such Pledgor, will
duly release from the security interest created hereby (and will execute and deliver such
documentation, including termination or partial release statements and the like in connection
therewith) and assign, transfer and deliver to such Pledgor (without recourse and without any
representation or warranty) such of the Collateral as is then being (or has been) so sold or
released and as may be in the possession of the Pledgee (or, in the case of Collateral held by any
sub-agent designated pursuant to Section 4 hereto, such sub-agent) and has not theretofore been
released pursuant to this Agreement.



          (c) If the Borrower designates any of its Subsidiaries as an Unrestricted Subsidiary in
accordance with Section 8.17 of the Credit Agreement and such Subsidiary is a Pledgor, then the
Pledgee, at the request and expense of the Borrower, shall release from the security interest
created hereby the Collateral granted, pledged or assigned by such Subsidiary hereunder (and will
execute such documentation, including termination or partial release statements and the like in
connection therewith) and shall assign, transfer and deliver to such Subsidiary (without recourse
and without any representation or warranty) such Collateral as may be in the possession of the
Pledgee or any sub-agent designated pursuant to Section 4 and has not theretofore been released
pursuant to this agreement.



          (d) At any time that any Pledgor desires that Collateral be released as provided in the
foregoing Section 20(a), (b) or (c), it shall deliver to the Pledgee (and the relevant sub-agent,
if any, designated pursuant to Section 4 hereof) a certificate signed by an authorized officer of
such Pledgor stating that the release of the respective Collateral is permitted pursuant to Section
20(a), (b) or (c) hereof. If reasonably requested by the Pledgee (although the Pledgee shall have
no obligation to make any such request), the relevant Pledgor shall furnish appropriate legal
opinions (from counsel, reasonably acceptable to the Pledgee) to the effect set forth in the
immediately preceding sentence.



          (e) The Pledgee shall have no liability whatsoever to any other Secured Creditor as the result
of any release of Collateral by it in accordance with (or which the Pledgee in the absence of gross
negligence and willful misconduct believes to be in accordance with) this Section 20.












 




Page 24

          21. NOTICES, ETC. 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
Pledgee or any Pledgor shall not be effective until received by the Pledgee or such Pledgor, as the
case may be. All notices and other communications shall be in writing and addressed as follows:



	 	 	 	 	 
	          (a) if to any Pledgor, at:
	 
	 	 	 	 
	 

	 	 	 	c/o RCN Corporation
	 

	 	 	 	196 Van Buren Street
	 

	 	 	 	Herndon, VA 20170
	 

	 	 	 	Attention: Edward J. O’Hara, Treasurer
	 

	 	 	 	Tel: (703) 434-8249
	 

	 	 	 	Fax: (703) 434-8437
	 
	 	 	 	 
	 

	 	 	 	with a copy to:
	 
	 	 	 	 
	 

	 	 	 	RCN Corporation
	 

	 	 	 	196 Van Buren Street
	 

	 	 	 	Herndon, VA 20170
	 

	 	 	 	Attention: Benjamin R. Preston, General Counsel
	 

	 	 	 	Tel: (703) 434-8440
	 

	 	 	 	Fax: (703) 434-8461















 




Page 24


	 	 	 	 	 
	          (b) if to the Pledgee, at:
	 
	 	 	 	 
	 

	 	 	 	60 Wall Street
	 

	 	 	 	New York, New York 10005
	 

	 	 	 	Attention: Anca Trifan
	 

	 	 	 	Telephone No.: (212) 250-6159
	 

	 	 	 	Telecopier No.: (212) 797-4347







     (c) if to any Lender Creditor, either (x) to the Administrative Agent, at the address
of the Administrative Agent specified in the Credit Agreement, or (y) at such address as
such Lender Creditor shall have specified in the Credit Agreement;




     (d) if to any Other Creditor, at such address as such Other Creditor shall have
specified in writing to the Pledgors and the Pledgee;


or at such other address or addressed to such other individual as shall have been furnished in
writing by any Person described above to the party required to give notice hereunder.




          22. WAIVER; AMENDMENT. Except as provided in Sections 30 and 32 hereof, none of the terms and
conditions of this Agreement may be changed, waived, modified or varied in any manner whatsoever
except in accordance with the requirements specified in the Security Agreement.



          23. SUCCESSORS AND ASSIGNS. This Agreement shall create a continuing security interest in the
Collateral and shall (i) remain in full force and effect, subject to release and/or termination as
set forth in Section 20, (ii) be binding upon each Pledgor, its successors and assigns;
provided, however, that no Pledgor shall assign any of its rights or obligations
hereunder without the prior written consent of the Pledgee (with the prior written consent of the
Required Secured Creditors), and (iii) inure, together with the rights and remedies of the Pledgee
hereunder, to the benefit of the Pledgee, the other Secured Creditors and their respective
successors, transferees and assigns. All agreements, statements, representations and warranties
made by each Pledgor herein or in any certificate or other instrument delivered by such Pledgor or
on its behalf under this Agreement shall be considered to have been relied upon by the Secured
Creditors and shall survive the execution and delivery of this Agreement and the other Secured Debt
Agreements regardless of any investigation made by the Secured Creditors or on their behalf.



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



          25. GOVERNING LAW; SUBMISSION TO JURISDICTION; VENUE; WAIVER OF JURY TRIAL. (a) THIS AGREEMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES HEREUNDER SHALL BE
CONSTRUED IN ACCORDANCE WITH AND BE GOVERNED BY THE LAW OF THE STATE OF NEW YORK. ANY LEGAL ACTION
OR PROCEEDING WITH RESPECT TO THIS AGREEMENT OR ANY OTHER CREDIT DOCUMENT MAY BE BROUGHT IN THE
COURTS OF THE STATE OF NEW YORK OR OF THE UNITED STATES FOR THE












 





Page 25


SOUTHERN DISTRICT OF NEW YORK, IN
EACH CASE WHICH ARE LOCATED IN THE COUNTY OF NEW YORK, AND, BY EXECUTION AND DELIVERY OF THIS
AGREEMENT, EACH PLEDGOR HEREBY IRREVOCABLY ACCEPTS FOR ITSELF AND IN RESPECT OF ITS PROPERTY,
GENERALLY AND UNCONDITIONALLY, THE NON-EXCLUSIVE JURISDICTION OF THE AFORESAID COURTS. EACH
PLEDGOR HEREBY FURTHER IRREVOCABLY WAIVES ANY CLAIM THAT ANY SUCH COURTS LACK PERSONAL JURISDICTION
OVER SUCH PLEDGOR, AND AGREES NOT TO PLEAD OR CLAIM IN ANY LEGAL ACTION OR PROCEEDING WITH RESPECT
TO THIS AGREEMENT OR ANY OTHER CREDIT DOCUMENT BROUGHT IN ANY OF THE AFORESAID COURTS THAT ANY SUCH
COURT LACKS PERSONAL JURISDICTION OVER SUCH PLEDGOR. EACH PLEDGOR 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 ANY SUCH PLEDGOR
AT ITS ADDRESS FOR NOTICES AS PROVIDED IN SECTION 21 ABOVE, SUCH SERVICE TO BECOME EFFECTIVE 30
DAYS AFTER SUCH MAILING. EACH PLEDGOR 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 THAT SUCH SERVICE OF PROCESS WAS IN ANY WAY
INVALID OR INEFFECTIVE. NOTHING HEREIN SHALL AFFECT THE RIGHT OF THE PLEDGEE UNDER THIS AGREEMENT,
OR ANY SECURED CREDITOR, TO SERVE PROCESS IN ANY OTHER MANNER PERMITTED BY LAW OR TO COMMENCE LEGAL
PROCEEDINGS OR OTHERWISE PROCEED AGAINST ANY PLEDGOR IN ANY OTHER JURISDICTION.



          (b) EACH PLEDGOR HEREBY IRREVOCABLY WAIVES 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 AGREEMENT OR ANY OTHER CREDIT DOCUMENT 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
ANY SUCH ACTION OR PROCEEDING BROUGHT IN ANY SUCH COURT HAS BEEN BROUGHT IN AN INCONVENIENT FORUM.



          (c) EACH OF THE PARTIES TO THIS AGREEMENT HEREBY IRREVOCABLY WAIVES ALL RIGHT TO A TRIAL BY
JURY IN ANY ACTION, PROCEEDING OR COUNTERCLAIM ARISING OUT OF OR RELATING TO THIS AGREEMENT, THE
OTHER CREDIT DOCUMENTS OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY.



          26. PLEDGORS’ DUTIES. It is expressly agreed, anything herein contained to the contrary notwithstanding, that
each Pledgor shall remain liable to perform all of the obligations, if any, assumed by it with
respect to the Collateral and the Pledgee shall not have any obligations or liabilities with
respect to any Collateral by reason of or arising out of this Agreement, except for the safekeeping
of Collateral actually in Pledgor’s possession, nor shall












 




Page 26



the Pledgee be required or obligated in
any manner to perform or fulfill any of the obligations of any Pledgor under or with respect to any
Collateral.



          27. COUNTERPARTS. This Agreement 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 each Pledgor and the
Pledgee.



          28. SEVERABILITY. Any provision of this Agreement which is prohibited or unenforceable in any
jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such prohibition or
unenforceability without invalidating the remaining provisions hereof, and any such prohibition or
unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision in
any other jurisdiction.



          29. RECOURSE. This Agreement is made with full recourse to each Pledgor and pursuant to and
upon all the representations, warranties, covenants and agreements on the part of such Pledgor
contained herein and in the other Secured Debt Agreements and otherwise in writing in connection
herewith or therewith.



          30. ADDITIONAL PLEDGORS. It is understood and agreed that any Subsidiary of the Borrower that
is required to become a party to this Agreement after the date hereof pursuant to the requirements
of the Credit Agreement or any other Credit Document, shall become a Pledgor hereunder by (x)
executing a counterpart hereof and delivering same to the Pledgee or executing a joinder agreement
and delivering same to the Pledgee, in each case as may be requested by (and in form and substance
satisfactory to) the Pledgee, (y) delivering supplements to Annexes A through G, hereto as are
necessary to cause such annexes to be complete and accurate with respect to such additional Pledgor
on such date and (z) taking all actions as specified in this Agreement as would have been taken by
such Pledgor had it been an original party to this Agreement, in each case with all documents
required above to be delivered to the Pledgee and with all documents and actions required above to
be taken to the reasonable satisfaction of the Pledgee.



          31. LIMITED OBLIGATIONS. It is the desire and intent of each Pledgor and the Secured Creditors that this Agreement
shall be enforced against each Pledgor to the fullest extent permissible under the laws applied in
each jurisdiction in which enforcement is sought. Notwithstanding anything to the contrary
contained herein, in furtherance of the foregoing, it is noted that the obligations of each Pledgor
constituting a Subsidiary Guarantor have been limited as provided in the Subsidiaries Guaranty.



          32. RELEASE OF PLEDGORS. If at any time all of the Equity Interests of any Pledgor owned by
the Borrower or any of its Subsidiaries are sold (to a Person other than a Credit Party) in a
transaction permitted pursuant to the Credit Agreement (and which does not violate the terms of any
other Secured Debt Agreement then in effect), then such Pledgor shall be released as a Pledgor
pursuant to this Agreement without any further action hereunder (it being understood that the sale
of all of the Equity Interests in any Person that owns, directly or indirectly, all of the Equity
Interests in any Pledgor shall be deemed to be a sale of all of the












 






 Page 27

Equity Interests in such
Pledgor for purposes of this Section), and the Pledgee is authorized and directed to execute and
deliver such instruments of release as are reasonably satisfactory to it. At any time that the
Borrower desires that a Pledgor be released from this Agreement as provided in this Section 32, the
Borrower shall deliver to the Pledgee a certificate signed by a principal executive officer of the
Borrower stating that the release of such Pledgor is permitted pursuant to this Section 32. If
requested by Pledgee (although the Pledgee shall have no obligation to make any such request), the
Borrower shall furnish legal opinions (from counsel acceptable to the Pledgee) to the effect set
forth in the immediately preceding sentence. The Pledgee shall have no liability whatsoever to any
other Secured Creditor as a result of the release of any Pledgor by it in accordance with, or which
it believes to be in accordance with, this Section 32.



          33. COMPLIANCE WITH LAWS. Each Pledgor agrees, following the occurrence and during the
continuance of an Event of Default, to use commercially reasonable efforts, including taking any
action which the Pledgee and the Secured Creditors may reasonably request, to assist in obtaining
any required consent or approval of the Federal Communications Commission (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
Pledgee 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 Pledgor further consents, subject to obtaining any necessary approvals, following the
occurrence and during the continuance of an 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 Pledgee and the Secured Creditors as permitted by applicable law. Notwithstanding anything
herein which may be construed to the contrary, no action shall be
taken by any of the Collateral Agent and the Secured Creditors with respect to any license of
the 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.



* * * *









 








          IN WITNESS WHEREOF, each Pledgor and the Pledgee have caused this Agreement to be executed by
their duly elected officers duly authorized as of the date first above written.



 









 





	 	 	 	 	 
	 	 	RCN CORPORATION
	 	 	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 Collateral 

     Agent and Pledgee	 	 
	 
	 	 	 	 	 	 
	By:
Name:

	 	 	 	 	 	 
	Title:

	 	
	 	 

	 	 
	 
	 	 	 	 	 	 
	By:
Name:

	 	 	 	 	 	 
	Title: 

	 	
	 	 

	 	 






 









 





ANNEX A




SCHEDULE OF LEGAL NAMES, TYPE OF ORGANIZATION

(AND WHETHER A REGISTERED ORGANIZATION), JURISDICTION OF ORGANIZATION,

LOCATION AND ORGANIZATIONAL IDENTIFICATION NUMBERS




	 	 	 	 	 	 	 	 	 	 	 
	 	 	Type of Organization	 	Registered	 	 	 	Pledgor’s Location	 	Pledgor’s Organization
	Exact Legal Name	 	(or, if the Pledgor is an	 	Organization?	 	Jurisdiction of	 	(for purposes of NY	 	Identification Number(or,
	of Each Pledgor	 	Individual, so indicate)	 	(Yes/No)	 	Organization	 	UCC § 9-307)	 	if it has none, so indicate)
	 

	 	 	 	 	 	 	 	 	 	 





 









 





ANNEX B




SCHEDULE OF SUBSIDIARIES




	 	 	 	 	 	 	 	 	 
	 
	 	Entity Name	 	 	Jurisdiction of Organization	 	 	Direct Owner	 
	 	 
	 	 	 	 	 	 	 
	 	 
	 	 	 	 	 	 	 
	 	 
	 	 	 	 	 	 	 
	 	 
	 	 	 	 	 	 	 
	 	 
	 	 	 	 	 	 	 
	 	 
	 	 	 	 	 	 	 
	 	 
	 	 	 	 	 	 	 
	 	 
	 	 	 	 	 	 	 
	 	 
	 	 	 	 	 	 	 
	 	 
	 	 	 	 	 	 	 
	 	 
	 	 	 	 	 	 	 
	 	 
	 	 	 	 	 	 	 
	 	 
	 	 	 	 	 	 	 
	 	 
	 	 	 	 	 	 	 
	 	 
	 	 	 	 	 	 	 
	 	 
	 	 	 	 	 	 	 
	 	 
	 	 	 	 	 	 	 
	 	 
	 	 	 	 	 	 	 
	 	 
	 	 	 	 	 	 	 
	 	 
	 	 	 	 	 	 	 
	 	 
	 	 	 	 	 	 	 
	 	 
	 	 	 	 	 	 	 
	 	 
	 	 	 	 	 	 	 
	 	 
	 	 	 	 	 	 	 
	 





 









 





ANNEX C




SCHEDULE OF STOCK




1. [                                        ]




	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	Name of	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	Issuing	 	 	Type of	 	 	Number of	 	 	Certificate	 	 	Percentage	 
	 	Corporation	 	 	Shares	 	 	Shares	 	 	No.	 	 	Owned	 
	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 
	 





 









 





ANNEX D




SCHEDULE OF NOTES




 









 








ANNEX E




SCHEDULE OF LIMITED LIABILITY COMPANY INTERESTS




1. [                                        ]




	 	 	 	 	 
	Name of	 	Type of	 	 
	Issuing Limited Liability Company	 	Interest	 	Percentage Owned
	 
	 	 	 	 





 









 





ANNEX F




SCHEDULE OF PARTNERSHIP INTERESTS




 









 





ANNEX G




SCHEDULE OF CHIEF EXECUTIVE OFFICES




	 	 	 
	Name of Pledgor	 	Address(es) of Chief Executive Office





 











 





ANNEX H

to

PLEDGE AGREEMENT




Form of Agreement Regarding Uncertificated Securities, Limited Liability

Company Interests and Partnership Interests




          AGREEMENT (as amended, modified, restated and/or supplemented from time to time, this
“Agreement”), dated as of                      ___,                     , among the undersigned pledgor (the
“Pledgor”), Deutsche Bank Trust Company Americas, not in its individual capacity but solely
as Collateral Agent (the “Pledgee”), and [                    ], as the issuer of the Uncertificated
Securities, Limited Liability Company Interests and/or Partnership Interests (each as defined
below) (the “Issuer”).




W I T N E S S E T H:




          WHEREAS, the Pledgor, certain of its affiliates and the Pledgee have entered into a Pledge
Agreement, dated as of May 25, 2007 (as amended, modified, restated and/or supplemented from time
to time, the “Pledge Agreement”), under which, among other things, in order to secure the
payment of the Obligations (as defined in the Pledge Agreement), the Pledgor has or will pledge to
the Pledgee for the benefit of the Secured Creditors (as defined in the Pledge Agreement), and
grant a security interest in favor of the Pledgee for the benefit of the Secured Creditors in, all
of the right, title and interest of the Pledgor in and to any and all [“uncertificated securities”
(as defined in Section 8-102(a)(18) of the Uniform Commercial Code, as adopted in the State of New
York) (“Uncertificated Securities”)] [Partnership Interests (as defined in the Pledge
Agreement)] [Limited Liability Company Interests (as defined in the Pledge Agreement)], from time
to time by the Issuer, whether now existing or hereafter from time to time acquired by the Pledgor
(with all of such [Uncertificated Securities] [Partnership Interests] [Limited Liability Company
Interests] being herein collectively called the “Issuer Pledged Interests”); and




          WHEREAS, the Pledgor desires the Issuer to enter into this Agreement in order to perfect the
security interest of the Pledgee under the Pledge Agreement in the Issuer Pledged Interests, to
vest in the Pledgee control of the Issuer Pledged Interests and to provide for the rights of the
parties under this Agreement;




          NOW THEREFORE, in consideration of the premises and the mutual promises and agreements
contained herein, and for other valuable consideration, the receipt and sufficiency of which are
hereby acknowledged, the parties hereto hereby agree as follows:




          1. The Pledgor hereby irrevocably authorizes and directs the Issuer, and the Issuer hereby
agrees, to comply with any and all instructions and orders originated by the Pledgee (and its
successors and assigns) regarding any and all of the Issuer Pledged Interests without the further
consent by the registered owner (including the Pledgor), and, following its receipt of a notice
from the Pledgee stating that the Pledgee is exercising exclusive control of the Issuer Pledged
Interests, not to comply with any instructions or orders regarding any or all of the Issuer Pledged
Interests originated by any person or entity other than the Pledgee (and its successors and
assigns) or a court of competent jurisdiction.




 









 








ANNEX H

Page 2




          2. The Issuer hereby certifies that (i) no notice of any security interest, lien or other
encumbrance or claim affecting the Issuer Pledged Interests (other than the security interest of
the Pledgee) has been received by it, and (ii) the security interest of the Pledgee in the Issuer
Pledged Interests has been registered in the books and records of the Issuer.




          3. The Issuer hereby represents and warrants that (i) the pledge by the Pledgor of, and the
granting by the Pledgor of a security interest in, the Issuer Pledged Interests to the Pledgee, for
the benefit of the Secured Creditors, does not violate the charter, by-laws, partnership agreement,
membership agreement or any other agreement governing the Issuer or the Issuer Pledged Interests,
and (ii) the Issuer Pledged Interests consisting of capital stock of a corporation are fully paid
and nonassessable.




          4. All notices, statements of accounts, reports, prospectuses, financial statements and other
communications to be sent to the Pledgor by the Issuer in respect of the Issuer will also be sent
to the Pledgee at the following address:



60 Wall Street

New York, New York 10005

Attention: Anca Trifan

Telephone No.: (212) 250-6159

Telecopier No.: (212) 797-4347




          5. Following its receipt of a notice from the Pledgee stating that the Pledgee is exercising
exclusive control of the Issuer Pledged Interests and until the Pledgee shall have delivered
written notice to the Issuer that all of the Obligations have been paid in full and this Agreement
is terminated, the Issuer will send any and all redemptions, distributions, interest or other
payments in respect of the Issuer Pledged Interests from the Issuer for the account of the Pledgee
only by wire transfers to such account as the Pledgee shall instruct.




          6. Except as expressly provided otherwise in Sections 4 and 5, all notices, instructions,
orders and communications hereunder shall be sent or delivered by mail, telegraph, telex, telecopy,
cable or overnight courier service and all such notices and communications shall, when mailed,
telexed, telecopied, cabled or sent by overnight courier, be effective when deposited in the mails
or delivered to overnight courier, prepaid and properly addressed for delivery on such or the next
Business Day, or sent by telex or telecopier, except that notices and communications to the Pledgee
or the Issuer shall not be effective until received. All notices and other communications shall be
in writing and addressed as follows:




	 	 	 	 	 	 	 	 	 
	 

	 	(a)
	 	if to the Pledgor, at:	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	 

	 	 	 	 

	 	 	 	 
	 

	 	 	 	 

	 	 	 	 
	 

	 	 	 	 

	 	 	 	 
	 

	 	 	 	 

	 	 	 	 
	 

	 	 	 	Attention:	 	 	 	 
	 

	 	 	 	Telephone No.: 

	
	 	 	 
	 

	 	 	 	Fax No.:	 	 	 	 






 









 





ANNEX H

Page 3




	 	 	 	 	 	 	 
	 	 	(b)	 	if to the Pledgee, at the address given in Section 4 hereof;
	 
	 

	 	(c)
	 	if to the Issuer, at:	 	 
	 
	 	 	 	 	 	 
	 

	 	 	 	 

	 	 
	 

	 	 	 	 

	 	 
	 

	 	 	 	 

	 	 





or at such other address as shall have been furnished in writing by any Person described above to
the party required to give notice hereunder. As used in this Section 6, “Business Day”
means any day other than a Saturday, Sunday, or other day on which banks in New York are authorized
to remain closed.




          7. This Agreement shall be binding upon the successors and assigns of the Pledgor and the
Issuer and shall inure to the benefit of and be enforceable by the Pledgee and its successors and
assigns. This Agreement may be executed in any number of counterparts, each of which shall be an
original, but all of which shall constitute one instrument. In the event that any provision of
this Agreement shall prove to be invalid or unenforceable, such provision shall be deemed to be
severable from the other provisions of this Agreement which shall remain binding on all parties
hereto. None of the terms and conditions of this Agreement may be changed, waived, modified or
varied in any manner whatsoever except in writing signed by the Pledgee, the Issuer and the
Pledgor.




          8. This Agreement shall be governed by and construed in accordance with the laws of the State
of New York, without regard to its principles of conflict of laws.




 









 








ANNEX H

Page 4




     IN WITNESS WHEREOF, the Pledgor, the Pledgee and the Issuer have caused this Agreement to be
executed by their duly elected officers duly authorized as of the date first above written.



	 	 	 	 	 
	 	[                                        ],

as Pledgor

 	 
	 	By  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 
	 	DEUTSCHE BANK TRUST COMPANY AMERICAS, not in its
individual capacity but solely as Collateral
Agent and Pledgee
 	 
	 
	 	By  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 
	 	 	 
	 	By  	
 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 
	 	[                                         ],

as the Issuer

 	 
	 	By  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 




 









 









Table of Contents




	 	 	 	 	 
	1. SECURITY FOR OBLIGATIONS
	 	 	2	 
	2. DEFINITIONS
	 	 	3	 
	3. PLEDGE OF SECURITIES, ETC.
	 	 	6	 
	3.1 Pledge
	 	 	6	 
	3.2 Procedures
	 	 	9	 
	3.3 Subsequently Acquired Collateral
	 	 	11	 
	3.4 Transfer Taxes
	 	 	11	 
	3.5 Certain Representations and Warranties Regarding the Collateral
	 	 	11	 
	4. APPOINTMENT OF SUB-AGENTS; ENDORSEMENTS, ETC.
	 	 	11	 
	5. VOTING, ETC., WHILE NO EVENT OF DEFAULT OR SPECIFIED DEFAULT
	 	 	12	 
	6. DIVIDENDS AND OTHER DISTRIBUTIONS
	 	 	12	 
	7. REMEDIES IN CASE OF AN EVENT OF DEFAULT OR A SPECIFIED DEFAULT
	 	 	13	 
	8. REMEDIES, CUMULATIVE, ETC.
	 	 	14	 
	9. APPLICATION OF PROCEEDS
	 	 	14	 
	10. PURCHASERS OF COLLATERAL
	 	 	14	 
	11. INDEMNITY
	 	 	15	 
	12. PLEDGEE NOT A PARTNER OR LIMITED LIABILITY COMPANY MEMBER
	 	 	15	 
	13. FURTHER ASSURANCES; POWER-OF-ATTORNEY
	 	 	16	 
	14. THE PLEDGEE AS COLLATERAL AGENT
	 	 	16	 
	15. TRANSFER BY THE PLEDGORS
	 	 	17	 
	16. REPRESENTATIONS, WARRANTIES AND COVENANTS OF THE PLEDGORS
	 	 	17	 
	17. LEGAL NAMES; TYPE OF ORGANIZATION (AND WHETHER A REGISTERED ORGANIZATION);
JURISDICTION OF ORGANIZATION; LOCATION; ORGANIZATIONAL IDENTIFICATION NUMBERS; CHANGES
THERETO; ETC.
	 	 	19	 






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Table of Contents




	 	 	 	 	 
	18. PLEDGORS’ OBLIGATIONS ABSOLUTE, ETC.
	 	 	19	 
	19. SALE OF COLLATERAL WITHOUT REGISTRATION
	 	 	20	 
	20. TERMINATION; RELEASE
	 	 	21	 
	21. NOTICES, ETC.
	 	 	23	 
	22. WAIVER; AMENDMENT
	 	 	24	 
	23. SUCCESSORS AND ASSIGNS
	 	 	24	 
	24. HEADINGS DESCRIPTIVE
	 	 	24	 
	25. GOVERNING LAW; SUBMISSION TO JURISDICTION; VENUE; WAIVER OF JURY TRIAL
	 	 	24	 
	26. PLEDGORS’ DUTIES
	 	 	25	 
	27. COUNTERPARTS
	 	 	26	 
	28. SEVERABILITY
	 	 	26	 
	29. RECOURSE
	 	 	26	 
	30. ADDITIONAL PLEDGORS
	 	 	26	 
	31. LIMITED OBLIGATIONS
	 	 	26	 
	32. RELEASE OF PLEDGORS
	 	 	26	 
	33. COMPLIANCE WITH LAWS
	 	 	27	 






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Table of Contents




	 	 	 	 	 
	ANNEX A	 	—	 	SCHEDULE OF LEGAL NAMES, TYPE OF ORGANIZATION,
JURISDICTION OF ORGANIZATION, LOCATION AND ORGANIZATIONAL IDENTIFICATION
NUMBERS

	ANNEX B	 	—	 	SCHEDULE OF SUBSIDIARIES

	ANNEX C	 	—	 	SCHEDULE OF STOCK

	ANNEX D	 	—	 	SCHEDULE OF NOTES

	ANNEX E	 	—	 	SCHEDULE OF LIMITED LIABILITY COMPANY INTERESTS

	ANNEX F	 	—	 	SCHEDULE OF PARTNERSHIP INTERESTS

	ANNEX G	 	—	 	SCHEDULE OF CHIEF EXECUTIVE OFFICES

	ANNEX H	 	—	 	FORM OF AGREEMENT REGARDING UNCERTIFICATED
SECURITIES, LIMITED LIABILITY COMPANY INTERESTS AND PARTNERSHIP INTERESTS








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