SECOND AMENDED AND RESTATED OPERATING AGREEMENT OF RCN-BECOCOM, LLC TABLE OF CONTENTS

Exhibit 10.01

SECOND AMENDED AND RESTATED
OPERATING AGREEMENT
OF
RCN-BECOCOM, LLC

TABLE OF CONTENTS

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         This SECOND AMENDED AND RESTATED OPERATING AGREEMENT OF RCN-BecoCom, LLC, a Massachusetts limited liability company (this “Agreement”) is made and entered into effective as of June 19, 2002 (the “Effective Date”), by and among the Members (as defined below).

         WHEREAS, on December 23, 1996 RCN Telecom Services, Inc., a Delaware corporation (“RCN-Delaware”), and Boston Energy Technology Group, Inc., a Massachusetts corporation (“BETG”), entered into the RCN-BETG, LLC Operating Agreement; and

         WHEREAS, NSTAR, a Massachusetts corporation (“NSTAR”), as successor in interest to Boston Edison Company (“BECO”), and RCN Corporation, a Delaware corporation (“RCN-Parent”), as successor in interest to C-Tec Corporation (“C-Tec”), have each executed instruments of adherence with respect to certain provisions hereof; and

         WHEREAS, RCN-BETG, LLC has changed its name to RCN-BecoCom, LLC; and

         WHEREAS, RCN-Delaware and BETG, the predecessors in interest to the Members, entered into an Amended and Restated Operating Agreement on June 17, 1997 pursuant to which, among other things, RCN-Delaware and BETG assigned their interests therein to their respective affiliates, RCN Telecom Services of Massachusetts, Inc., a Massachusetts corporation (“RCN-Sub”) and BecoCom, Inc. a Massachusetts corporation; and

         WHEREAS BecoCom, Inc. has changed its name to NSTAR Communications, Inc. (“BecoCom” or “NSTARCOM”); and

         WHEREAS, RCN-Sub and NSTARCOM wish to revise the terms of their participation in RCN-BecoCom, LLC;

         NOW, THEREFORE in consideration of the mutual covenants, rights, and obligations set forth in this Agreement, the benefits to be derived therefrom, and other good and valuable consideration, the receipt and the sufficiency of which each Member acknowledges, the Members agree as follows:

ARTICLE 1
DEFINITIONS

         1.1     Certain Definitions. As used in this Agreement, the following terms have the following meanings:

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         If the Carrying Value of an asset has been determined or adjusted pursuant to subparagraphs (a), (b) or (c) of the definition for Carrying Value, such Carrying Value shall be adjusted thereafter by the Depreciation taken into account with respect to such asset for purposes of computing the amount of Net Income or Net Loss.

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         1.2     Other Definitions. Other terms defined herein have the meanings so given them.

         1.3     Construction. Whenever the context requires, the gender of all words used in this Agreement includes the masculine, feminine, and neuter. All references to Articles and Sections refer to articles and Sections of this Agreement, and all references to Schedules and Exhibits are to Schedules and Exhibits attached hereto, each of which is made a part hereof for all purposes.

ARTICLE 2
ORGANIZATION

         2.1     Organization. The Company was organized on December 24, 1996 pursuant to a Certificate of Organization filed in the office of the Secretary of the Commonwealth of Massachusetts (as amended, the “Certificate”) and the Initial LLC Agreement as of December 23, 1996 by and between RCN-Parent and BETG. On June 17, 1997 RCN-Parent and BETG entered into an Amended and Restated Operating Agreement and RCN-Parent assigned its Membership Interest to RCN-Sub and BETG assigned its Membership Interest to BecoCom.

         2.2     Name. The name of the Company is “RCN-BecoCom, LLC” and all Company business must be conducted in that name or such other names that comply with applicable law as the Manager may select from time to time.

         2.3     Registered Office; Registered Agent; Principal Office in the United States; Other Offices. The registered office of the Company in the Commonwealth of Massachusetts shall be the initial registered office designated in the Certificate or such other office (which need not be a place of business of the Company) as the Members may designate from time to time in the manner provided by law. The registered agent of the Company in the Commonwealth of Massachusetts shall be the initial registered agent designated in the Certificate, or such other Person or Persons as the Members may designate from time to time in the manner provided by law. The principal office of the Company in the United States shall be at 201 University Avenue, Westwood, Massachusetts 02090, or such other place(s) as the Members may designate from

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time to time, which must be in the Commonwealth of Massachusetts. The Company may have such other offices as the Members may determine appropriate.

         2.4     Purpose. Subject to Section 7.8, the business purpose of the Company is (i) to create, lease and operate a network to provide the Services, (ii) to market the Services to business and residential customers in the Relevant Market, and (iii) to engage in and carry on any lawful business, purpose or activity which is approved pursuant to Section 7.8 hereof not prohibited by the Act or other applicable law.

         2.5     Company Powers.

                  (a) In furtherance of the business purpose specified in Section 2.4 hereof, but subject to the limitations and restrictions set forth in this Agreement, the Company shall be empowered to do or cause to be done, or omit to do or cause to be done, any and all acts deemed to be necessary or advisable in furtherance of the business purpose of the Company, including, without limitation, the power and authority to:

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                  (b) Notwithstanding anything to the contrary set forth in Section 2.5(a), the Company will not take any action, nor will any Member or officer or employee of the Company take any action, which, in each such case, would cause the Company, any Member or any Affiliate of a Member to be in violation of any applicable statute, rule or regulation of any Governmental Entity.

         2.6     Foreign Qualification Governmental Filings. Prior to the Company’s conducting business in any jurisdiction other than the Commonwealth of Massachusetts, the Members shall cause the Company to comply, to the extent procedures are available, with all requirements necessary to qualify the Company as a foreign limited liability company in such jurisdiction. Each Member shall execute, acknowledge, swear to and deliver all certificates and other instruments conforming to this Agreement that are necessary or appropriate to qualify, or, as appropriate, to continue or terminate such qualification of, the Company as a foreign limited liability company in all such jurisdictions in which the Company may conduct business.

         2.7     Term. The Company commenced on the date the Certificate for the Company was filed with the Secretary of State, and shall continue in existence until December 31, 2060 (the “Term”).

         2.8     No State-Law Partnership. The Members intend that the Company not be a partnership or limited partnership, and that no Member be a partner of any other Member, for any purposes other than federal, state and local income tax purposes, and this Agreement shall not be construed to suggest otherwise.

         2.9     Activities of the Members. Except as expressly restricted by the Joint Investment and Non-Competition Agreement, each Member and its Affiliates may engage in or hold interests in other business ventures and activities of any nature, including, without limitation, ventures and activities similar to those of the Company, and neither the Company nor the other Members shall, by virtue of this Agreement, have any interest or rights in or to such other ventures or business or any liability or obligation with respect thereto.

ARTICLE 3
MEMBERS; DISPOSITIONS OF INTERESTS

         3.1     Members. The Members of the Company include any Person executing this Agreement as of the date hereof as a member or hereafter admitted to the Company as a member

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as provided in this Article 3, including the Class A Members and the Class B Members, but does not include any Person who has ceased to be a member in the Company.

         3.2     Restrictions on the Disposition of an Interest.

                  (a) Any attempted Disposition by a Person of a Membership Interest, or any part thereof, other than in accordance with this Section 3.2, is void and the Company shall not recognize it.

                  (b) Subject to the provisions of Section 3.2(c), (d), (e), and (f), a Member may Dispose of part or all of its Membership Interest provided that the Member who wishes to Dispose of its Membership Interest (an “Offeror”) first offers such Membership Interest (1) in the case of Class A Membership Interests, to each other Member holding 25% or more of the outstanding Class A Membership Interests, and (2) in the case of Class B Membership Interests, to all the other Members (such offerees pursuant to (1) or (2) above, the “Offerees”); and Disposes of such Membership Interest in accordance with the following procedures:

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                  (c) The Company may not recognize for any purpose any purported Disposition of all or part of a Membership Interest unless and until the other applicable provisions of this Section 3.2 have been satisfied and each non-Disposing Member has received, on behalf of the Company, a document

         Each Disposition complying with the provisions of this Section 3.2(c) is effective as of the first day of the calendar month immediately succeeding the month in which all requirements of this Section 3.2 have been met.

                  (d) Notwithstanding the foregoing, the provisions of this Section 3.2 shall not apply to any transfer from a Member to its Member Parent, or a Wholly Owned Affiliate, provided that such transferee shall comply with all of the requirements of Section 3.2(c) hereof.

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                  (e) For the right of a Member to Dispose of a Membership Interest or any part thereof and of any Person to be admitted to the Company in connection therewith to exist or be exercised (if applicable), either (i) the Membership Interest or part thereof subject to the Disposition or admission must be registered under the Securities Act of 1933, as amended, and any applicable state securities laws or (ii) the Company must receive a favorable opinion of the Company’s legal counsel or of other legal counsel reasonably acceptable to each non-Disposing Member to the effect that the Disposition or admission is exempt from registration under those laws. Each non-Disposing Member, however, may waive the requirements of this Section 3.2(e).

                  (f) The Member effecting a Disposition shall pay, or reimburse the Company for, all costs incurred by the Company in connection with the Disposition or admission (including, without limitation, the legal fees reasonably incurred in connection with the legal opinions referred to in Section 3.2(e)) on or before the 10th Business Day after the receipt of the Company’s invoice for the amount due by that Person. If payment is not made by the date due, the Person owing such amount shall pay interest on the unpaid amount from the date due until paid at a rate per annum equal to the Default Interest Rate, and such amount may be withheld from any future distributions.

                  (g) Notwithstanding any other provisions of this Agreement, effective after December 31, 2009, if the Investment Percentage of any Member becomes less than 15% (the “Minority Member”), then for so long as the Minority Member’s Investment Percentage remains below 15% , the other Members (the “Majority Members”) shall have the option to purchase, pro rata based on their respective Investment Percentages, the Class A Membership Interest (not including any Exchange Securities or Class B Membership Interests) of the Minority Member. The Majority Members (or any one of them) may initiate procedures to determine the Fair Market Value (as defined in Section 3.3) of the Membership Interest to be purchased in the manner provided in Section 3.3 below. Within 30 days after such determination of Fair Market Value, the Majority Members shall purchase, or elect (by notice given to the Minority Member) not to purchase, the Class A Membership Interest of the Minority Member. Once the Majority Members initiate procedures to determine Fair Market Value, the option granted herein shall remain effective for 30 days after such Fair Market Value is finally determined, regardless of whether, during such time, the Minority Member’s Investment Percentage becomes 15% or greater. If any of the Majority Members elect not to purchase their pro rata share of the Minority Member’s Class A Membership Interest, the other Majority Members may purchase such additional share, pro rata based on their respective Investment Percentages.

         3.3     Change of Control. Upon any Change of Control of either RCN-Sub or BecoCom, the Member subject to the Change of Control shall promptly give notice thereof to the other Members and the Members not undergoing the Change of Control who, in the aggregate, hold 50% or more of the outstanding Class A Membership Interests, shall be entitled to, at any time within a 90-day period following the later of such notice or the effective date of such Change of Control, purchase, on a pro rata basis based upon the respective Sharing Ratios (provided that, if any eligible Member elects not to participate in such purchase, the other eligible, participating Members may purchase their pro rata share), all but not less than all of the Class A Membership Interest of the Member undergoing the Change of Control, not including any Exchange Securities or Class B Membership Interest held by such Member or its Affiliates

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(the “Selling Member’s Interest”), at a purchase price equal to the Fair Market Value of the Selling Member’s Interest determined as described below. The “Fair Market Value”, as of the date of determination, of a Selling Member’s Interest shall be determined (1) by mutual agreement of the participating Members or (2) if no such agreement is reached within 10 days of the relevant date of determination, as follows:

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         3.4     Interests in a Member. Notwithstanding the foregoing, without the prior express written consent of each other Member, no Member shall Dispose of all or any part of its Membership Interest or Exchange Securities in such a manner that, after such Disposition, (i) the Company would be considered to have terminated within the meaning of Section 708 of the Code if such termination would result in material adverse tax consequences to the non-transferring Members, (ii) the Company would become an association taxable as a corporation for federal income tax purposes, or (iii) the Company would not have, or would be deemed to not have, at least two (2) members as required pursuant to Sec. 2(5) of the Act.

         3.5     Liability to Third Parties. No Member shall have any personal obligation for any liabilities of the Company, whether such liabilities arise in contract, tort or otherwise, except to the extent that any such liabilities are expressly assumed in writing by such Member; provided, however, that nothing in this Section 3.5 shall be construed as an agreement by the Company to indemnify or hold harmless any Member.

ARTICLE 4
CAPITAL CONTRIBUTIONS

         4.1     Capital Contributions; Schedule 1. RCN-Sub and BecoCom acknowledge and agree that Schedule 1 attached hereto accurately sets forth, among other things, their respective Capital Accounts, capital contributions in respect of Class B Membership Interests, Investment Percentages, and Sharing Ratios as of the Effective Date. Schedule 1 shall be updated from time to time by mutual agreement of the Members to reflect changes in Schedule 1.

         4.2     Additional Capital Calls.

                  (a) Each Member shall be required to make payment when due, in proportion to its respective Investment Percentage, of all of its share of the Capital Calls set forth in the then annual Budget, as such may be amended from time to time; provided, however, that nothing herein shall require the Company to make any Capital Call, whether or not set forth in the then annual Budget; provided, further, that in the event a Capital Call is made to enable the Company to make any Monthly Installment with respect to any Class B Membership Interest, such Capital

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Call shall be made solely upon Members holding Class A Membership Interests in proportion to their respective Sharing Ratios.

                  (b) In addition, subject to the limitations set forth in Section 7.8 hereof, upon 30 days prior written notice to the Members the Company may, from time to time, issue Capital Calls, requiring the Members to make additional contributions of capital to the Company in proportion to their respective Investment Percentages. Capital Calls specifically referred to in any annual Budget may be made by the chief executive officer of the Company. In connection with any such Capital Call, the Company will identify the maximum amount of “Capital Investments” (as such term is defined in Section 4.2(e)) made by the Company that have not previously been allocated to Class B membership Interest made by NSTARCOM, which amount shall be specified by the Company in good faith in such Capital Call. Until NSTARCOM reaches the limitations on Class B membership set forth in Section 5.2, a portion of each Capital Call shall be allocated to Capital Investments to the extent of NSTARCOM’s contribution of capital (but not in excess of the maximum amount of available Capital Investments as specified above), which portion shall be allocated first to NSTARCOM’s contribution of capital in response to the Capital Call. In the event the Company determines to utilize a larger portion of any Capital Call for Capital Investments than was indicated in the notice for such Capital Call, the Company shall promptly provide notice to NSTARCOM and provide NSTARCOM with the ability to make an additional investment in Class B Membership Interests equal to the amount of such difference.

                  (c) Notwithstanding any other provision of this Agreement, in the event at any time, or from time to time, a Capital Call is issued and NSTARCOM is required to make an additional capital contribution pursuant to Section 4.2(a) or 4.2(b), or otherwise, then at the time NSTARCOM makes payment of its share of such Capital Call, NSTARCOM shall designate in writing to the Company that portion of such payment which is an investment in Class A Membership Interests, if any, and that portion of such payment which is an investment in Class B Membership Interests (a “Class B Investment Tranche”), if any, subject to the limitations set forth in Section 5.2; provided, however, that if, at the time NSTARCOM makes such payment, NSTARCOM shall fail to make such designations, as provided herein, or shall fail to designate 100% of such payment, then such payment (or undesignated portion thereof) shall be conclusively deemed to have been invested in Class A Membership Interests; provided, further, however, that to the extent such payment (or portion thereof), whether or not designated in writing to the Company as an investment in Class B Membership Interests, is in excess of the limitations set forth in Section 5.2, it shall be conclusively deemed to have been invested in Class A Membership Interests.

                  (d) The amounts invested in Class A Membership Interests pursuant to Section 4.2 hereof shall increase the Capital Accounts of the Members investing in such interests in accordance with the terms of this Agreement. In addition, upon any investment in Class A or Class B Membership Interests pursuant to Section 4.2 hereof, the Sharing Ratios and Investment Percentages shall be recalculated (and such recalculated Sharing Ratios and Investment Percentages shall thereafter apply for all purposes of this Agreement) in accordance with the respective definitions of Investment Percentage and Sharing Ratio set forth in Section 1.1 hereof.

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                  (e) If NSTARCOM shall elect to make any investments in Class B Membership Interests, then the proceeds of such investment shall be used exclusively to finance the acquisition, construction or improvement of any fixed or capital assets, including capital lease obligations and any indebtedness assumed in connection with the acquisition of any such assets or secured by a lien on any such assets prior to the acquisition thereof, and extensions, renewals and replacements of any such indebtedness that do not increase the outstanding principal amount thereof (“Capital Investments”); provided the acquisition or the completion of such construction or improvement shall have occurred after such investment or no earlier than 270 days prior to such investment. Any such proceeds which are not eligible to be used in accordance with the foregoing shall, at the option of NSTARCOM, be returned to NSTARCOM or treated as an investment in a Class A Membership Interest.

         4.3     Failure to Pay a Capital Call.

                  (a) If any Member fails to make payment when due of all or any portion of its share of a Capital Call (a “Delinquent Member”), the secretary of the Company shall give written notice of the failure to such Delinquent Member, with a copy to all other Members. If the Delinquent Member fails to pay the amount due within 10 days following receipt of notice, the secretary shall promptly give notice of such failure to the other Members. At any time within 15 days following receipt of such notice, then, unless the Members other than the Delinquent Member (“Nondelinquent Members”) elect to make capital contributions in accordance with Section 4.3(b) hereof, (i) the amount contributed by each Nondelinquent Member pursuant to the Capital Call shall be treated as a loan to the Company for a term to be specified by such Nondelinquent Member, bearing interest payable quarterly at the Default Interest Rate and (ii) each Nondelinquent Member may make an additional loan to the Company for a term to be specified by such Nondelinquent Member, also bearing interest payable quarterly at the Default Interest Rate, in an amount equal to all or any portion of the unpaid contribution. If two or more Members desire to provide funds under clause (ii) of the preceding sentence, the total amount of funds provided shall be allocated among such Members in the same proportion as such Members’ then current Sharing Ratios bear to each other or in such other manner as they may agree.

                  (b) If a Nondelinquent Member so elects, then in lieu of making loans to the Company in accordance with Section 4.3(a) hereof, (A) the amount contributed by such Nondelinquent Member pursuant to the Capital Call shall be treated as a contribution to the capital of the Company in exchange for an additional Class A Membership Interest in the Company and (B) each Nondelinquent Member may make an additional contribution of capital to the Company in exchange for an additional Class A Membership Interest in the Company in an amount equal to all or any portion of the unpaid contribution. If two or more Members desire to make capital contributions under clause (B) of the preceding sentence, the total amount of capital to be contributed shall be allocated among such Members in the same proportion as such Members’ then current Investment Percentages bear to each other or in such other manner as they may agree.

                  (c) The amounts contributed pursuant to Section 4.3(b) hereof shall increase the Capital Accounts of the contributing Members in accordance with the terms of this Agreement.

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In addition, the Sharing Ratios and Investment Percentages shall be recalculated (and such recalculated Sharing Ratios and Investment Percentages shall thereafter apply for all purposes of this Agreement) in accordance with the respective definitions of Investment Percentage and Sharing Ratio set forth in Section 1.1 hereof.

                  (d) Notwithstanding any other provision of this Agreement, if a Person’s Capital Account ever equals $1 and such Person fails to make payment to the Company of its entire share of the Company’s next Capital Call, then such Person’s Investment Percentage and Sharing Ratio shall each equal zero % ; upon the payment of $1 to such Person, such Person’s Class A Membership Interest and all rights hereunder as a Class A Member shall be extinguished. To the extent such Person holds Class B Membership Interests, such Person’s rights as a Class B Member shall continue as provided in this Agreement.

         4.4     Return of Contributions. Except as otherwise provided in Article 5, a Member is not entitled to the return of any part of its Capital Contributions or to be paid interest in respect of either its Capital Account or its Capital Contributions. Except as otherwise provided in Article 5, an unrepaid Capital Contribution is not a liability of the Company or of the other Members. A Member is not required to contribute or to lend any cash or property to the Company to enable the Company to return the other Members’ Capital Contributions.

ARTICLE 5
RIGHTS AND LIMITATIONS OF CLASS B MEMBERSHIP INTERESTS

         5.1     Rights of Class B Membership Interests. In addition to the other rights specifically set forth in this Agreement, the Class B Membership Interests shall have the following rights:

                  (a) The Company shall pay to each holder of a Class B Membership Interest, in accordance with the terms of Section 5.1(b) below, in respect of each Class B Investment Tranche contributed by such holder, in total an amount (the “Total Tranche Payment Amount”) equal to the sum of the principal amount of such Class B Investment Tranche contributed, together with the Aggregate Preferred Return Amount, calculated from the date such Class B Investment Tranche is contributed or deemed by such holder and the Company to be contributed (such date, the “Class B Investment Date”), up to and including the date that is the fifteenth (15th) anniversary of such Class B Investment Date (the “Tranche Maturity Date”). For purposes of this Agreement, the Aggregate Preferred Return Amount shall mean, with respect to each Class B Investment Tranche, an amount equal to the aggregate total amount of all Preferred Return payments payable with respect thereto in accordance with the terms of Section 5.1(b) below.

                  (b) Each Total Tranche Payment Amount shall be payable in one hundred eighty (180) monthly installments (each a “Monthly Installment”) commencing on the first Business Day of the first full calendar month following the respective Class B Investment Date, each such installment to equal 1.84% of the Class B Investment Tranche, which installment shall represent a repayment of a portion of the principal of the Class B Investment Tranche and the payment of a Preferred Return thereon, in accordance with the payment schedule set forth on Schedule 3

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attached hereto. For purposes of this Agreement, “Preferred Return” shall mean, with respect to each Monthly Installment, the sum of (i) the “Interest” portion of such installment, plus (ii) the “Management Fee” portion of such installment, as such portions are identified and set forth on Schedule 3.

                  (c) In the event of an Involuntary Liquidation of the Company, the holders of each Class B Membership Interest shall be entitled to receive the amounts in respect of such Class B Membership Interest as set forth in Section 12.2(b)(iv).

                  (d) In the event a Voluntary Liquidation of the Company, the holders of each Class B Membership Interest shall be entitled to receive from the Company the aggregate unpaid Total Tranche Payment Amount with respect to such Class B Membership Interests, provided, however, that if the obligation to continue paying the Total Tranche Payment Amounts as provided in Section 5.1(a) and 5.1(b) shall be assumed in writing by the Guarantors under the Guaranty, then the Company shall be discharged from such obligation.

                  (e) The Company shall not alter or amend this Agreement or any of the terms or provisions hereof, absent the written consent of the Majority Class B Members, if the effect of such alteration or amendment (i) would alter the terms or liquidation preference of the Class B Membership Interests of the Company (including those set forth in Section 12.2(b)(iv) of this Agreement), or (ii) would alter the terms and provisions of this Article 5 including, without limitation, the amount and timing of the payments of principal and Preferred Return with respect to the Class B Membership Interests. The Company and the Members shall treat the Class B Membership Interests as subordinated debt for all financial accounting and tax reporting purposes.

         5.2     Limitation on Amount of Class B Investments. Notwithstanding anything to the contrary set forth in this Agreement, the maximum total outstanding principal amount of all Class B Investment Tranches with respect to outstanding Class B Membership Interests shall not exceed One Hundred Million Dollars ($100,000,000) in the aggregate.

         5.3     Right to Call Class B Membership Interests. Notwithstanding anything to the contrary set forth in this Agreement, upon the eighth (8th) anniversary of the first monthly payment to any Class B Member pursuant to Section 5.1, above, and from time to time thereafter, RCN-Sub or its designee shall have the option, but not the obligation, in its sole discretion, to purchase all or any portion of the outstanding Class B Membership Interests, for a purchase price (the “Redemption Price”) equal to the net present value of any and all unpaid Total Tranche Payment Amounts with respect thereto, discounted to the date of repayment on a monthly basis using an annual discount rate of 12%. Such option shall be exercised by RCN-Sub or its designee by delivery of a written notice to each Member holding a Class B Membership Interest which states the amount of the Class B Membership Interest to be purchased and sets forth in reasonable detail the calculation of the aggregate purchase price therefor. The closing of such purchase shall take place at a date mutually agreed between RCN-Sub and each Member holding a Class B Membership Interest which is to be purchased, which shall in any event be within (30) days of such Member’s receipt of such written notice.

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         5.4     Default. The Company shall be in default of its obligations under this Section with respect to Class B Membership Interests if the Company shall fail to pay any amounts due under Section 5.1 (an “Event of Default”).

         5.5     Remedy upon Event of Default. Upon (i) the occurrence of an Event of Default, and (ii) the Company’s failure to cure such Event of Default within three (3) business days of the Company’s receipt of written notice (a “Default Notice”) from any Class B Member of such Event of Default, then for so long as such Event of Default shall be uncured and continuing, such Class B Member shall immediately have the rights as provided in this Section 5.5.

                  (a) The Class B Member shall have the voting and management rights set forth in the following specified sections of this Agreement, determined by substituting the term “Default Investment Percentage” for the term “Sharing Ratio” in each of the specified paragraphs and sentences of such following sections:

                  (b) Interest shall accrue on any Monthly Installment not paid when due at a rate equal to 10% per annum, from the date of receipt of the Default Notice until the date of payment; provided, however, that if the Company shall have received an aggregate of two (2) such Default Notices during the immediately preceding thirty-six (36) month period, interest shall accrue from the date of any subsequent Event of Default until the date of payment. In no event shall the interest rate applicable to any Class B Investment Tranche exceed the highest lawful rate of interest applicable to such Class B Investment Tranche (the “Maximum Rate”). If, from any circumstances, interest would otherwise be payable on any Class B Investment Tranche in excess of interest computed at the Maximum Rate, an amount equal to any excessive interest shall be applied to reduction of the principal amount of such Class B Investment Tranche and not to the payment of interest. If such excessive interest exceeds the unpaid amount of such Class B Investment Tranche, then the holder of such Class B Membership Interest in respect thereto shall refund such excess to the Company.

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ARTICLE 6
MEMBER ACCOUNTS; ALLOCATIONS OF PROFIT AND LOSS; DISTRIBUTIONS

         6.1     Capital Accounts.

                  (a) A Capital Account shall be established and maintained for each Member in accordance with the rules of Section 1.704-1(b)(2)(iv) of the Regulations. Such Capital Account shall be increased by (i) the amount of cash and the Net Agreed Value of all property transferred to the Company as Capital Contributions with respect to such Member’s Class A Membership Interest pursuant to this Agreement and (ii) the amount of Net Income allocated to the Member pursuant to Article 6 hereof, and decreased by (iii) the amount of cash and the Net Agreed Value of all actual and deemed distributions of cash or property made with respect to such Class A Membership Interest pursuant to this Agreement and (iv) the amount of Net Loss allocated to the Member pursuant to Article 6 hereof.

                  (b) A transferee of a Membership Interest shall succeed to a pro rata portion of the Capital Account of the transferor relating to the Membership Interest so transferred; provided, however, that, if the transfer causes a termination of the Company under Section 708(b)(1)(B) of the Code, the rules under the Regulations promulgated under Section 708 of the Code shall govern the treatment of the Company and the Members upon a termination of the Company pursuant to Section 708 of the Code.

                  (c) Capital Accounts shall be adjusted, in a manner consistent with this Section 6.1, to reflect any adjustments in items of the Company’s income, gain, loss or deduction that result from amended returns filed by the Company or pursuant to an agreement by the Company with the Internal Revenue Service or a final court decision.

         6.2     Allocations for Capital Account and Tax Purposes.

                  (a) Net Income and Net Losses. After giving effect to the special allocations set forth in Section 6.2(b), Net Income and Net Loss for each taxable period shall be allocated as set forth below.

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                  (b) Special Allocations. Notwithstanding any other provision of this Section 6.2, the following special allocations shall be made in the following order:

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                  (c) Special Rules.

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                  (d) Preferred Return Payments. Payments of any Preferred Return pursuant to Section 5.1, to any holder of a Class B Membership Interest shall be treated as interest payments. Deductions attributable to such interest payments shall be specially allocated to the holders of Class A Membership Interests in accordance with their respective Sharing Ratios.

ARTICLE 7
MANAGEMENT

         7.1     Management by the Members. The business and affairs of the Company shall be managed by the Members, subject to the binding effect of the Management Agreement. The Members shall delegate authority to such officers, employees, agents and/or representatives of the Company as they may from time to time deem appropriate; provided, however, that for as long as the Sharing Ratio of BecoCom is at least 33 1/3%, BecoCom shall be entitled to (i) appoint a qualified individual to serve as the Company’s chief financial officer; and (ii) appoint one full-time staff member serving the Company in an operational capacity. Notwithstanding the immediately preceding sentence, in the event RCN-Sub or an Affiliate of RCN-Sub is not the manager under the Management Agreement, and for so long as the Sharing Ratio of RCN-Sub is at least 33 1/3%, RCN-Sub shall be entitled to (A) appoint a qualified individual to serve as a senior executive officer of the Company; and (B) appoint one full-time staff member serving the Company in an operational capacity. Any delegation of authority to take any action must be approved in the same manner as would be required for the Members to directly approve such action. No Member shall take any action in the name of or on behalf of the Company, including without limitation assuming any obligation or responsibility on behalf of the Company, unless such action, and the taking thereof by such Member, shall have been expressly authorized by the Members or shall be expressly and specifically authorized by this Agreement.

         7.2     Representatives. The Members shall designate an aggregate of three representatives (each, a “Representative”), pro rata in accordance with their respective Sharing Ratios rounded to the nearest whole number, to take any action required to be taken by Members hereunder and to serve as an operating committee. Such appointment shall be effected by written notice given to the Company and to each of the other Members. In the event any Member appoints more than one Representative, each other Member may rely on the action of any Representative as constituting the actions of its Member. Each such representative shall be an officer or employee or former employee of a Member or an Affiliate thereof.

         7.3     Place of Meeting of Representatives. The Representatives may hold their meetings at such place or places within or outside the Commonwealth of Massachusetts as the Members holding Sharing Ratios aggregating at least 66 2/3% may from time to time determine or as may be designated in the notice calling the meeting. If a meeting place is not so designated, the meeting shall be held at the Company’s principal office. Representatives may participate by means of a conference telephone or similar communications equipment by means of which all persons participating can hear each other, and such participation shall constitute presence in person at the meeting.

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         7.4     Regular Meetings of Representatives. Regular meetings of the Representatives may be held without notice at such time and place as shall be designated from time to time by resolution of Members holding Sharing Ratios aggregating at least 66 2/3% , but such meetings shall be held at least monthly through December 1998 unless otherwise specified by the Members. If the date fixed for any such regular meeting is a Saturday, Sunday or legal holiday under the laws of the state where such meeting is to be held, then the meeting shall be held on the next succeeding business day or at such other time as may be determined by resolution of Members holding Sharing Ratios aggregating at least 66 2/3%. At such meetings the Representatives shall transact such business as may properly be brought before the meeting.

         7.5     Special Meetings of Representatives. Special meetings of the Representatives may be called by any Member or by the chief executive officer of the Company. Notice of each such meeting shall be given to each Representative by telephone, telecopy, telegram or similar method (in which case notice shall be given at least three days before the time of the meeting) or sent by first-class mail (in which case notice shall be given at least three days before the meeting), unless otherwise specified by the Representatives. Each such notice shall state the time, place and purpose of the meeting to be so held.

         7.6     Representative Compensation; Reimbursement. Representatives shall receive no compensation for performing their duties under this Agreement; provided, however, that one Representative of each of the Members shall be entitled to receive, out of Company funds available therefor, reimbursement of all amounts expended by such Representative in payment of reasonable expenses incurred by such Representative in attending meetings of the Representatives.

         7.7     Manner of Acting and Adjournment of Members. Any action of the Members shall require the affirmative vote (in person, by proxy or by written consent) by the Representatives of Members holding a majority of the Sharing Ratios of all Members, unless otherwise required in this Agreement.

         7.8     Fundamental Business Actions. Notwithstanding anything to the contrary set forth in this Agreement, for as long as BecoCom’s Sharing Ratio is at least 33 1/3% the actions set forth below (“Fundamental Business Actions”) may not be taken by the Company without the affirmative vote or consent of Members holding Sharing Ratios aggregating at least 66 2/3%; Fundamental Business Actions shall be categorized as follows:

                  (a) Category A Fundamental Business Actions (“Category A Fundamental Business Actions”) shall mean:

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                  (d) In the event of any Deadlock Event arising from a Category A Fundamental Business Action, the parties agree that such Deadlock Event will not be referred to any court but that one or more Members shall purchase the entire Membership Interest of the other Member (not including Exchange Securities held by such Member or its Affiliates) in accordance with the provisions of this Section 7.8(d).

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                  (e) In the event of any Deadlock Event arising from a Category B Fundamental Business Action or pursuant to Section 7.10(b)(iii), the parties agree that such Deadlock Event will not be referred to any court but will be referred to binding arbitration, and the provisions of this Section 7.8(e) shall apply.

         7.9     Indemnification.

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                  (a) Subject to paragraph (c) below, the Company shall indemnify, defend and hold harmless any Person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (other than an action by or on behalf of a Member), by reason of the fact that he is or was a Representative or officer of the Company, or is or was an officer of the Company serving at the request of the Company as a manager, director, officer, employee or agent of another Entity against expenses (including reasonable attorneys’ fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by him in connection with such action, suit or proceeding if he acted in good faith and in a manner he reasonably believed to be in or not opposed to the best interests of the Company, and, with respect to any criminal action or proceeding, had no reasonable cause to believe his conduct was unlawful. The termination of any action, suit or proceeding by judgment, order, settlement, conviction, or upon a plea of nolo contendere or its equivalent, shall not, of itself, create a presumption that the Person did not act in good faith and in a manner which he reasonably believed to be in or not opposed to the best interests of the Company, and, with respect to any criminal action or proceeding, had reasonable cause to believe that his conduct was unlawful.

                  (b) Subject to paragraph (c) below, the Company shall indemnify any Person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding by or on behalf of a Member to procure a judgment in its favor by reason of the fact that he is or was a Representative or officer of the Company, or is or was an officer of the Company serving at the request of the Company as a manager, director, officer, employee or agent of another Entity against expenses (including reasonable attorneys’ fees) actually and reasonably incurred by him in connection with the defense or settlement of such action or suit if he acted in good faith and in a manner he reasonably believed to be in or not opposed to the best interests of the Company; except that no indemnification shall be made in respect of any claim, issue or matter as to which such person shall have been adjudged to be liable unless and only to the extent that the court in which such action or suit was brought shall determine upon application that, despite the adjudication of liability but in view of all the circumstances of the case, such person is fairly and reasonably entitled to indemnity for such expenses which the court shall deem proper.

                  (c) Any indemnification under this Section 7.9 (unless ordered by a court) shall be made by the Company only as authorized in the specific case upon a determination that indemnification of the Representative or officer is proper in the circumstances because he has met the applicable standard of conduct set forth in paragraphs (a) or (b) above. Such determination shall be made (i) by a majority vote of the disinterested Members, or (ii) if the Members so direct, by independent legal counsel in a written opinion. Notwithstanding the foregoing, to the extent, however, that a Representative or officer of the Company has been successful on the merits or otherwise in defense of any action, suit or proceeding described above, or in defense of any claim, issue or matter therein, he shall be indemnified against expenses (including reasonable attorneys’ fees) actually and reasonably incurred by him in connection therewith, without the necessity of authorization in the specific case.

                  (d) For purposes of any determination under this Section 7.9, a person shall be

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deemed to have acted in good faith and in a manner he reasonably believed to be in or not opposed to the best interests of the Company, or, with respect to any criminal action or proceeding, to have had no reasonable cause to believe his conduct was unlawful, if his action is based on the records or books of account of the Company or another enterprise, or on information supplied to him by the officers of the Company or another enterprise in the course of their duties, or on the advice of legal counsel for the Company or another enterprise or on information or records given or reports made to the Company or another enterprise by an independent certified public accountant or by an appraiser or other expert selected with reasonable care by the Company or another enterprise. The term “another enterprise” as used in this paragraph (d) shall mean any Entity which such person is or was serving at the request of the Company.

                  (e) Notwithstanding the foregoing, any Representative or officer may apply to any court of competent jurisdiction in the Commonwealth of Massachusetts for indemnification to the extent otherwise permissible under paragraphs (a) and (b) above by reason of the fact that he has met the applicable standard of conduct. If successful, in whole or in part, the Representative or officer seeking indemnification shall also be entitled to be paid the expense of prosecuting such application.

                  (f) Expenses incurred by a Representative or officer in defending or investigating a threatened or pending action, suit or proceeding shall be paid by the Company in advance of the final disposition thereof upon receipt of an undertaking to repay such amount if it shall ultimately be determined that he is not entitled to be indemnified by the Company as authorized in this Section 7.9.

                  (g) The indemnification and advancement of expenses in this Section 7.9 shall not be deemed exclusive of any other rights which may apply, it being the policy of the Company that indemnification of the persons specified in paragraphs (a) and (b) above shall be made to the fullest extent permitted by law. The provisions of this Section 7.9 shall not preclude the indemnification of any person who is not specified herein but whom the Company has the power or obligation to indemnify under the Act, or otherwise.

                  (h) The Company may purchase and maintain insurance on behalf of the persons specified in Section 7.9(a) against any liability asserted against him and incurred by him in any such capacity, or arising out of his status as such, whether or not the Company would have the power or the obligation to indemnify him under this Section 7.9.

                  (i) The indemnification and advancement of expenses provided by this Section 7.9 shall, unless otherwise provided when authorized or ratified, continue as to a person who has ceased to be a Representative or officer and shall inure to the benefit of the heirs, executors and administrators of such a person.

                  (j) Except for proceedings to enforce rights to indemnification (which shall be governed by paragraph (e) above), the Company shall not be obligated to indemnify any Representative or officer in connection with a proceeding (or part thereof) initiated by such person unless such proceeding (or part thereof) was authorized or consented to by the Members.

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         7.10     Business Plan; Budget. (a) The Members shall cause to be prepared an annual business plan for the Company for each year during the Term. Each business plan shall include (i) an operating budget, (ii) a budget for capital expenditures, (iii) a budget for capital contributions required from the Members (collectively, the “Budget”), (iv) sales and marketing plan, (v) financial pro forma balance sheet, income statement and statement of cash flows, and (vi) performance milestones (collectively, a “Business Plan”). Each Budget shall set forth the operations of the Company (including provision for employee incentive compensation, employee benefits and compensation pursuant to the Management Agreement) between January 1 to December 31 of the applicable year and shall be prepared by the manager (the “Manager”) of the Company (pursuant to the terms of the Management Agreement). The Budget and Business Plan shall be approved by the Members in accordance with the terms of Section 7.7.

                  (b) Upon the occurrence of an Event of Default, and for so long as such Event of Default shall be uncured and continuing:

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                  (c) Once approved as provided in Section 7.10(a) or 7.10(b), as applicable, (i) the Budget may not be revised without the approval of Members with Sharing Ratios aggregating at least 66 2/3%; and, (ii) the methodology for allocation of overhead in each Business Plan shall be that utilized in the most recent one-year Business Plan of the Company, unless an alternative allocation method shall be agreed to by the Members with Sharing Ratios aggregating at least 66 2/3%.

ARTICLE 8
RIGHTS OF MEMBERS

         8.1     Access to Information. In addition to the other rights specifically set forth in this Agreement, each Member shall have access to all information to which a Member is entitled to have access pursuant to the Act, and, each Member who has an investment in Membership Interests in an aggregate amount of not less than $25 million, shall have access to such other information regarding the Company and its business and its subsidiaries, as may reasonably be requested from time to time. The foregoing provisions of this Section 8.1 notwithstanding, the Manager may withhhold or redact from any such access any information, statements or reports that contain confidential or proprietary information of the Company, if the Member requesting such access or information is in competition with the Company and its business, provided that such Member has an Investment Percentage less than 25%. For purposes of this Agreement, a Member shall be deemed to be “in competition with the Company and its business” if it shall directly or indirectly own, operate, manage, be employed by, be an agent of, act as a consultant for, financially support or have a proprietary interest in, any enterprise or business which provides Services in the Relevant Market.

         8.2     Audits. Each Member who has an investment in Membership Interests in an aggregate amount of not less than $25 million, shall have the right to conduct, or cause to be conducted, from time to time, but in any case no more than once in any calendar year, an audit of the books and records of the Company. Such audit shall be conducted during normal business hours in a manner so as not to disrupt the normal business operations of the Company. The Member conducting, or causing to be conducted, the audit shall bear the entire expense of the audit.

ARTICLE 9
TAXES

         9.1     Tax Returns. The Tax Matters Partner shall cause to be prepared and filed all necessary federal and state income tax returns for the Company, including making the elections described in Section 9.2. Each other Member shall furnish to the Tax Matters Partner all pertinent information in its possession relating to the Company operations that is necessary to enable the Company’s income tax returns to be prepared and filed. The Tax Matters Partner shall prepare all federal and state tax returns on a timely basis and shall furnish to each other Member copies of returns that are actually filed, promptly after their filing.

         9.2     Tax Elections. The Company shall make such elections on tax returns as are deemed appropriate by the Tax Matters Partner. It is the intent of the Members that the

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Company be treated as a Partnership for federal income tax purposes and, to the extent permitted by applicable law, for state and local franchise and income tax purposes, and the Company will make any election to achieve that status. Neither the Company nor any Member may make an election for the Company to be excluded from the application of the provisions of subchapter K of chapter 1 of subtitle A of the Code or any similar provisions of applicable state or local law, and no provisions of this Agreement (including, without limitation, Section 2.8) shall be construed to sanction or approve such an election.

         9.3     Tax Matters Partner. The Tax Matters Partner shall take such action as may be necessary to cause each other Member to become a “notice partner” within the meaning of section 6223 of the Code. The Tax Matters Partner shall inform each other Member of all significant matters that may come to its attention in its capacity as tax matters partner by giving notice thereof on or before the fifth Business Day after becoming aware thereof and, within that time, shall forward to each other member copies of all significant written communications it may receive in that capacity. The Tax Matters Partner may take any action contemplated by Sections 6222 through 6232 of the Code without the consent of each other Member, but this sentence does not authorize the Tax Matters Partner to take any action left to the determination of an individual Member under Sections 6222 through 6232 of the Code.

ARTICLE 10
BOOKS, RECORDS, REPORTS, AND BANK ACCOUNTS

         10.1     Accounting. The Company will maintain books and records for tax purposes in accordance with federal income tax accounting principles utilizing the accrual method of accounting, and for accounting purposes in accordance with GAAP. In addition, the Company shall cause to be prepared with respect to each fiscal year of the Company financial statements based on GAAP. Appropriate records will be kept so that upon each closing of the Company books it is possible to determine, among other items defined in this Agreement, (i) the amount of capital (whether in cash or as a Contributed Asset) actually contributed by each Member; (ii) the amount of cash or other property distributed to each Member; (iii) the effect of all Company items of profit, loss, income, gain, loss, deduction or credit on each Member’s Capital Account; and (iv) all pertinent expenses and cash disbursement accounts.

         10.2     Fiscal Year. Except as may be otherwise determined by Members holding Sharing Ratios aggregating at least 66 2/3% , the fiscal year of the Company shall be the twelve months ending December 31 of each year. Notwithstanding the foregoing, the taxable year of the Company shall be determined in accordance with Code Section 706(b).

         10.3     Statements and Reports. As soon as practicable, but in no event later than 90 days after the close of each fiscal year of the Company, the Company will cause to be prepared and will have furnished to each of the Members, with respect to such period, (i) a profit and loss statement, (ii) a statement of cash flows, (iii) a Company balance sheet as of the close of such period, and (iv) such other statements showing in reasonable detail each Member’s interest in each of the items described in Section 10.1. The foregoing statements will be prepared in accordance with GAAP, consistently applied, and audited by an independent certified public

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accounting firm of national reputation which shall be designated by Members holding Sharing Ratios aggregating at least 66 2/3%, and the cost of preparing the statements and of each such audit will be paid for by the Company. In addition, unaudited quarterly financial reports and updates with respect to the Company’s business shall be prepared and furnished to each Member as soon as practicable after the end of each fiscal quarter, but in no event later than 45 days following the close of each fiscal quarter. Upon the third anniversary of the Effective Date, the Manager, at his option, may terminate or reduce the above-referenced statements and reports with respect to any Member who does not maintain an investment in Membership Interests in an aggregate amount of not less than $25 million. The foregoing provisions of this Section 10.3 notwithstanding, the Manager, at any time after the Effective Date, may withhold or redact any information, statements or reports that contain confidential or proprietary information of the Company, which if disclosed to a third party not under an obligation of confidentiality to the Company, in the reasonable opinion of the Manager, could materially adversely affect the Company, its finances, customers, prospects or business.

         10.4     Inspection. The Company shall maintain or cause to be maintained complete and accurate books and records with respect to its business. All books of account and all other records of the Company including an executed counterpart of this Agreement and all amendments hereto will at all times be kept at the Company’s principal place of business. Any Member and its representatives shall have the right to inspect the books and records of the Company. The Company shall provide, during regular business hours, access to the facilities, systems and books and records of the Company to the extent reasonably necessary for such inspection. Whenever any such inspection is conducted by any Member and its representatives, such Member shall advise the other Members and permit the other Members and their representatives to be present during such audit. Upon the third anniversary of the Effective Date, the Manager, at his option, may terminate or reduce the above-referenced inspection rights with respect to any Member who does not maintain an investment in Membership Interests in an aggregate amount of not less than $25 million. The foregoing provisions of this Section 10.4 notwithstanding, the Manager may withhold or redact from any such access any information, statements or reports that contain confidential or proprietary information of the Company, if the Member requesting such access or information is “in competition with the Company and its business” (as the phrase is defined in Section 8.1) and such Member owns less than a 25% Investment Percentage.

         10.5     Bank Accounts. The Company shall maintain appropriate accounts at one or more financial institutions for all funds of the Company. Such accounts shall be used solely on the business of the Company. Withdrawal from such accounts shall be made only upon the signature of those persons authorized by the Members.

ARTICLE 11
WITHDRAWAL, EXPULSION, BANKRUPTCY, ETC.

         11.1     Withdrawal. Each Member agrees that it will not resign or withdraw from the Company without the consent of each other Member. If a Member attempts or purports to resign or withdraw from the Company in breach of this Section 11.1, the other Members may (i)

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recover damages from such breaching Member, including, without limitation, the reasonable cost of obtaining replacement of the services that such breaching Member is obligated to perform (if any), (ii) seek specific performance of such breaching Member’s obligations to the Company (and each Member hereby waives any defense that money damages would be a satisfactory remedy for such breach), (iii) pursue any other remedies available under applicable law, if any, and (iv) effect recovery of damages by offsetting those damages against the amount otherwise distributable to such Member.

         11.2     Bankrupt Members. This Section 11.2 shall apply if any Member becomes a Bankrupt Member. In such event, the other Members (the “Purchasing Members”), shall have the option (but not the obligation), exercisable by notice to the Bankrupt Member (or its representative) at any time prior to the 90th day after receipt of notice or obtaining actual knowledge of the occurrence of the event causing such Member to become a Bankrupt Member, to buy or cause their designee to buy, and on the exercise of this option the Bankrupt Member (or its representative) shall sell, its Membership Interest (not including any Exchange Securities held by the Bankrupt Member or its Affiliates). The purchase shall be made by the Purchasing Members in proportion to their respective Sharing Ratios at the relevant time. The purchase price shall be an amount equal to the fair market value of the Membership Interest determined by agreement by the Bankrupt Member (or its representative) and the Purchasing Members; however, if those Persons do not agree on the fair market value on or before the 30th day following the exercise of the option, such fair market value shall be determined by an independent appraiser mutually satisfactory to the Bankrupt Member and the Purchasing Members (without any “controlling interest premium” if the Bankrupt Member’s Membership Interest has a Sharing Ratio of less than 66 2/3%, nor any “minority interest discount” if the Bankrupt Member’s Membership Interest has a Sharing Ratio of greater than 33 1/3%. The Purchasing Members shall pay the fair market value as so determined in four equal cash installments, the first due on closing and the remainder (together with accumulated interest on the amount unpaid at the General Interest Rate) due on each of the first three anniversaries of the closing. The payment to be made to the Bankrupt Member or its representative under this Section 11.2 is in complete liquidation and satisfaction of all the rights and interest of the Bankrupt Member and its representative (and of all Persons claiming by, through, or under the Bankrupt Member and its representative) in and in respect of the Company, including, without limitation, any Membership Interest, any rights in specific Company property, any rights with respect to the management, control or operation of the Company and any rights against the Company and (insofar as the affairs of the Company are concerned) against the Members.

ARTICLE 12
TERMINATION, DISSOLUTION AND LIQUIDATION OF THE COMPANY

         12.1     Termination and Dissolution.

                  Except as provided below in this Section 12.1, the Company shall terminate and dissolve upon the earliest to happen of any of the following events:

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         The dissolution of the Company shall be effective on the day on which the event occurs giving rise to the dissolution, unless (and only if and to the extent permitted by the Act), Members holding Sharing Ratios aggregating at least 66 2/3% elect to continue the Company in the manner provided by the Act. Any necessary certificate of dissolution shall be filed under the Act upon the dissolution and the commencement of winding up of the Company; provided, however, that the Company shall not terminate until the assets of the Company have been distributed as provided in Section 12.2.

         12.2     Liquidation.

                  (a) As soon as practicable after the dissolution of the Company, the Liquidator (as defined in Section 12.2(e)) shall notify Members of such fact and shall prepare a plan as to whether and in what manner the assets of the Company shall be liquidated.

                  (b) The Liquidator shall take full account of the Company’s assets and liabilities. The Company’s assets shall be liquidated as promptly as is consistent with obtaining the fair market value thereof and after the allocation of Net Income or Net Loss in accordance with Article 6 above, the proceeds of liquidation shall be applied and distributed in the following order and priority:

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                  (c) The amount of any reserves established pursuant to Section 12.2(b)(iii) above shall be determined with the approval of the Members who are, or may be, liable for any liabilities or obligations of the Company for which such reserves are being established. If any or all of the amount of the reserves are no longer required by the Company and become available for distribution to the Members, such amounts shall be distributed to the Members in accordance with Section 12.2(b)(iv) and (v) above.

                  (d) Distributions to Members pursuant to this Section 12.2 may be made pursuant to a trust established for the benefit of the Members for the purpose of liquidating the assets of the Company, collecting amounts owed to the Company, and paying any contingent or unforeseen liabilities or obligations of the Company. The assets of any such trust shall be distributed to the Members from time to time, in the reasonable discretion of the Liquidator, in the same proportions as would have applied pursuant to this Agreement to liquidating distributions by the Company to the Members.

                  (e) For the purposes of this Agreement, the “Liquidator” shall be appointed by the Members from among their number; provided, however that if upon the dissolution of the Company there is no Member willing or permitted to serve as Liquidator, the trustee, receiver or other fiduciary who is appointed or is otherwise authorized by consent of Members holding Sharing Ratios aggregating at least 66 2/3% to act on behalf of the Company in its dissolution, winding up and liquidation, shall act as liquidator.

ARTICLE 13
GENERAL PROVISIONS

         13.1     Representations. Each Member hereby represents and warrants to the Company and each other Member that on the date hereof (except in the case of subsections (d) and (f) which shall be as of June 17, 1997):

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                  (a) If such Member is not a natural person, it is duly organized, validly existing and in good standing under the laws of its jurisdiction of organization and is duly qualified to conduct business in all jurisdictions where such qualification is required.

                  (b) It has the power and authority (corporate or otherwise) to execute, deliver and perform its obligations under this Agreement. Such execution, delivery and performance have been duly authorized by all necessary action on the part of such Member and do not and will not contravene the organizational documents of such Member or conflict with, result in a breach of, or entitle any party (with due notice or lapse of time or both) to terminate, accelerate or call a default with respect to, any agreement or instrument to which such Member is a party or by which such Member is bound. The execution, delivery and performance by such Member of this Agreement will not result in any violation by such Member of any law, rule or regulation applicable to such Member. Such Member is not a party to, nor subject to or bound by, any judgment, injunction or decree of any court or other Governmental Entity which may restrict or interfere with the performance of this Agreement by such Member. This Agreement is a valid and binding obligation of such Member enforceable against such Member in accordance with its terms, except that (i) such enforcement may be subject to bankruptcy, insolvency, reorganization, moratorium or other similar laws now or hereafter in effect relating to creditors’ rights generally and (ii) the remedy of specific performance and injunctive relief may be subject to equitable defenses and to the discretion of the court before which any proceeding therefor may be brought.

                  (c) Except as set forth on Schedule 13.1(c), no consent, waiver, approval, authorization or order of, or registration, qualification or filing with, any court or other Governmental Entity is required for the execution, delivery and performance by such Member of this Agreement and the consummation by such Member of the transactions contemplated hereby. No consent or waiver of any party to any contract to which such Member is a party or by which it is bound is required for the execution, delivery and performance by such Member of this Agreement.

                  (d) Such Member is acquiring the Membership Interest hereunder for its own account for investment and not with a view to the distribution thereof, and such Member shall not offer to sell or otherwise dispose of any of the Membership Interests so acquired by it in violation of the registration requirements of the Securities Act or applicable state securities laws. Such Member has such knowledge and experience in financial, business and tax matters that such Member is capable of evaluating the merits and risks relating to such Member’s Membership Interest and is capable of bearing the risk of loss of its entire investment in the Company.

                  (e) There is no action, suit, grievance, arbitration or proceeding pending or, to the knowledge of such Member, threatened against or affecting such Member at law or in equity, before any federal, state, municipal or other governmental court, department, commission, board, arbitrator, bureau, agency or instrumentality which prohibits or impairs its ability to execute and deliver this Agreement or the other Basic Agreements or to consummate any of the transactions contemplated hereby or thereby. To the knowledge of such Member, it has not received written notice of any pending or threatened investigation, inquiry or review by any Governmental Entity.

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                  (f) No broker, finder or investment banker is entitled to any brokerage, finder’s or other fee or commission, or to the reimbursement of any of its expenses, in connection with the transactions contemplated by this Agreement based upon arrangements made by it or on its behalf.

                  (g) Such Member has no obligation or agreement, either actual or contingent, to share any portion of its interest in the Company with any Person.

                  (h) Such Member is not a Holding Company or otherwise subject to regulation under PUHCA and the execution and delivery of the Basic Agreements do not cause such Member to become a Holding Company or otherwise subject to PUHCA.

         13.2     Additional Representations of RCN-Sub. RCN-Sub hereby represents and warrants to the Company and BecoCom that on June 17, 1997:

                  (a) RCN-Sub has the full and unrestricted right and authority to contribute the RCN Contributed Assets to the Company.

                  (b) RCN-Sub has marketable title to all of the RCN Contributed Assets, free and clear of all liens and encumbrances of any nature. Notwithstanding the foregoing, with respect to the RCN-Sub’s interest as a lessee under any of the premises and locations included in the RCN Contributed Assets, RCN-Sub has the unrestricted right to assign such interests to the Company (or if the consent of any lessor of any such premises is required to permit such assignment, such consent has been obtained in writing on or prior to the date hereof).

                  (c) All items of equipment included in the RCN Contributed Assets, including without limitation, the “Cable TV Headend” and the “Telephone Switch” referenced on Schedule 1 hereto, are (i) in good operating condition and order, reasonable wear and tear excepted, (ii) are suitable to provide their intended functions and (iii) comply in all material respects with all applicable laws, rules and regulations.

                  (d) All specifications and other technical information relating to all items of equipment included in the RCN Contributed Assets, including, without limitation, the “Cable TV Headend” and the “Telephone Switch” referenced on Schedule 1 hereto, have been provided by RCN-Sub to BecoCom.

         13.3     Offset. Whenever the Company is to pay any sum to any Member, any amounts such Member owes the Company may be deducted from that sum before payment.

         13.4     Notices. All notices, request and other communication hereunder shall be deemed to have been duly delivered, given or made to or upon any party hereto if in writing and delivered by hand against receipt, or by certified or registered mail, postage prepaid, return receipt requested, or to a courier who guarantees next Business Day delivery or sent by telecopy or facsimile (with confirmation) to such party at its address set forth below or to such other

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address as such party may at any time, or from time to time, direct by notice given in accordance with this Section 13.4.

The date of delivery of any such notice, request or other communication shall be the earlier of (i) the date of actual receipt or (ii) three Business Days after such notice, request or other communication is sent if sent by certified or registered mail, (iii) if sent by courier who guarantees next Business Day delivery, the Business Day next following the day such notice, request or other communication is actually delivered to the courier or (iv) the day actually telecopied.

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         13.5     Entire Agreement; Supersedure. This Agreement constitutes the entire agreement of the Members relating to the Company and supersedes all prior contracts or agreements with respect to the Company, whether oral or written except the Basic Agreements.

         13.6     Effect of Waiver or Consent. A waiver or consent, express or implied, to or of any breach or default by any Person in the performance by that Person of its obligations with respect to the Company is not a consent or waiver to or of any other breach or default in the performance by that Person of the same or any other obligations of that Person with respect to the Company. Failure on the part of a Person to complain of any act of any Person or to declare any Person in default with respect to the Company, irrespective of how long that failure continues, does not constitute a waiver by that Person of its rights with respect to that default until the applicable limitations period has expired.

         13.7     Amendment or Modification. Except as otherwise set forth in Section 5.1(e), this Agreement may be amended or modified from time to time only by a written instrument executed by Members holding Sharing Ratios aggregating at least 66 2/3%, provided, however, that so long as BecoCom’s Sharing Ratio is greater than 33 1/3%, amendments to Section 7.8 also will require the written consent of BecoCom.

         13.8     Public Announcements. The parties hereto agree to use their respective reasonable efforts to afford the other a reasonable opportunity to review the form and content of any press release, public disclosure or other announcement with respect to this Agreement prior to making same. In addition, the Members will consult on a regular basis with regard to joint marketing and positioning efforts for the Company. Each Member shall also use its reasonable efforts to prohibit its employees, agents, consultants and representatives from utilizing the corporate names “Boston Edison Company,” “NSTAR,” “NSTAR Electric” and “NSTAR Gas” as to NSTARCom, and “RCN Telecom Services, Inc.” and “RCN Corporation” as to RCN-Sub, with respect to any matters involving public officials or media activities, without having first consulted with the other.

         13.9     Confidentiality. Each of the parties hereto will hold, and will use its reasonable, good faith efforts to cause its respective shareholders, partners, members, directors, officers, employees, accountants, counsel, consultants, agents and financial or other advisors (collectively “Agents”) to hold, in confidence, all information (whether oral or written), including this Agreement and the documents contemplated herein, concerning the transactions contemplated by this Agreement furnished to such party by or on behalf of any other party in connection with such transactions, unless legally compelled (by deposition, interrogatory, request for documents, subpoena, civil investigative demand or similar process, or by order of a court or tribunal of competent jurisdiction, or in order to comply with applicable rules or requirements of any stock exchange, government department or agency or other regulatory authority, or by requirements of any securities law or regulation or other legal requirement) to disclose any such information or documents, and except to the extent that such information or documents can be shown to have been (a) previously known on a nonconfidential basis by such party, (b) in the public domain through no fault of such party or (c) acquired by such party on a nonconfidential basis from sources not known by such party to be bound by any obligation of confidentiality in relation thereto. Notwithstanding the foregoing provisions of this Section 13.9,

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each party may disclose such information to its Agents in connection with the transactions contemplated by this Agreement or any of the other Basic Agreements and to its lenders in connection with obtaining the financing for the transactions contemplated by this Agreement so long as such Agents and lenders are informed by such party of the confidential nature of such information and are directed by such party to treat such information confidentially and to certain governmental agencies in connection with the procurement of the governmental authorizations contemplated by this Agreement. The obligation of each party to hold any such information in confidence shall be satisfied if such party exercises the same care with respect to such information as it would take to preserve the confidentiality of its own similar information. If this Agreement is terminated, each party will, and will use its reasonable, good faith efforts to cause its respective Agents and lenders’ to destroy or deliver to the other party, upon request, all documents and other materials, and all copies thereof, obtained by such party or on its behalf from the other party hereto in connection with this Agreement that are subject to such confidence.

         13.10     Binding Effect. Subject to the restrictions on Dispositions set forth in this Agreement this Agreement is binding on and inures to the benefit of the Members and their respective heirs, legal representatives, successors, and assigns.

         13.11     Governing Law; Severability. THIS AGREEMENT IS GOVERNED BY AND SHALL BE CONSTRUED IN ACCORDANCE WITH THE LAW OF THE COMMONWEALTH OF MASSACHUSETTS, EXCLUDING ANY CONFLICT-OF-LAWS RULE OR PRINCIPLE THAT MIGHT REFER THE GOVERNANCE OR THE CONSTRUCTION OF THIS AGREEMENT TO THE LAW OF ANOTHER JURISDICTION. If any provision of this Agreement or its application to any Person or circumstance is held invalid or unenforceable to any extent, the remainder of this Agreement and the application of such provision to other Persons or circumstances is not affected and such provision shall be enforced to the greatest extent permitted by law.

         13.12     Specific Performance. The Members agree that irreparable damage will result if this Agreement is not performed in accordance with its terms, and the Members agree that any damages available at law for a breach of this Agreement would not be an adequate remedy. Therefore, the provisions hereof and the obligations of the Members hereunder shall be enforceable in a court of equity, or other tribunal with jurisdiction, by a decree of specific performance in aid of arbitration, and appropriate injunctive relief may be applied for and granted in connection therewith. Such remedies and all other remedies provided for in this Agreement shall, however, be cumulative and not exclusive and shall be in addition to any other remedies that a Member may have under this Agreement, at law or in equity.

         13.13     Further Assurances. In connection with this Agreement and the transactions contemplated by it, each Member shall execute and deliver any additional documents and instruments and perform any additional acts that may be necessary or appropriate to effectuate and perform the provisions of this Agreement and such transactions.

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         13.14     Counterparts. This Agreement may be executed in any number of counterparts with the same effect as if all signatories had signed the same document. All counterparts shall be construed together and constitute the same instrument.

         13.15     Interpretation. In the event of any dispute concerning the construction or interpretation of any provision of this Agreement or any ambiguity thereof, there shall be no presumption that this Agreement or any provision hereof be construed against the party who drafted this Agreement.

         13.16     Use of Name. Promptly after the expiration date of the Term (as defined in the Management Agreement), including any extensions thereof, the Members shall cause the Company to change its name so as not to include “RCN”, “Residential Communications Network” or any other term which could cause confusion with RCN-Parent and its Affiliates, and to not use any such name from and after such date; provided, that RCN-Parent shall grant an exclusive license to the Company to use any such name in the Relevant Market for a period not to exceed one year, in the discretion of the Company.

         13.17     Continued Support of RCN-Sub. For a period of two years after RCN-Sub is no longer a Member of the Company, RCN-Sub or its Affiliates shall continue to provide to the Company (or its successor) such assets and services necessary to operate the Company and which were theretofore provided by RCN-Sub or its Affiliates at cost. Notwithstanding the preceding sentence, RCN-Sub’s obligation to continue providing the Company with such assets and services is conditioned upon RCN-Sub or any of its Affiliates not being subject to any prohibition by an outside third party, whether financial or otherwise, to provide such assets and services.

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         EXECUTED effective as of the date first set forth above.

Schedule 1

Schedule 1 — Capitalization

[Additional columns below]

[Continued from above table, first column(s) repeated]

SCHEDULE 2

Impact of Various Transactions on Investment Percentage*

*     The calculations in cases 1-6 assume a 49% Sharing Ratio as a starting point. If the Sharing Ratio is altered due to capital calls or dispositions, the calculations set forth herein would be similarly altered. Investment in, maturity of or disposition of the Class B Membership Interests do not change the Sharing Ration or the Investment Percentage. No further exchanges of Class A Membership Interests are permitted after completion of the third exchange.

Note that the value at time of exchange or time of disposition is irrelevant. These calculations are purely percentage-based.

Schedule 3
Class B Payment Schedule