EXECUTION COPY MJD COMMUNICATIONS, INC. $200,000,000 $125,000,000 9-1/2% Senior Subordinated Notes due 2008 $75,000,000 Floating Rate Callable Securities due 2008 PURCHASE AGREEMENT New York, New York April 30, 1998 To: SALOMON BROTHERS INC BT ALEX....MJD Communications Inc • June 9th, 1998 • New York
EXHIBIT 10.23 STOCK PURCHASE AGREEMENTConsulting Agreement • June 9th, 1998 • MJD Communications Inc • North Carolina
EXHIBIT 10.8 CONFORMED AS EXECUTED PLEDGE AGREEMENT ---------------- PLEDGE AGREEMENT, dated as of March 30, 1998 (as amended, amended and restated, modified or supplemented from time to time, the "Agreement"), made by each of the undersigned (each, a...Pledge Agreement • June 9th, 1998 • MJD Communications Inc • New York
OFStock Purchase Agreement • June 9th, 1998 • MJD Communications Inc • New York
DATED AS OFAgreement and Plan of Merger • June 9th, 1998 • MJD Communications Inc • New York
EXHIBIT 10.21 AGREEMENT AND PLAN OF MERGERAgreement and Plan of Merger • June 9th, 1998 • MJD Communications Inc • New York
RECITALS:Contribution Agreement • June 9th, 1998 • MJD Communications Inc • New York
EXHIBIT 10.12 REGISTRATION RIGHTS AGREEMENT -----------------------------Registration Rights Agreement • June 9th, 1998 • MJD Communications Inc • Delaware
STOCKHOLDERS' AGREEMENT, dated as of July 31, 1997, among MJD Communications, Inc., a Delaware corporation (the "Company"); Carousel Capital ------- Partners, L.P., a Delaware limited partnership ("Carousel"); Kelso Investment -------- Associates V,...Stockholders' Agreement • June 9th, 1998 • MJD Communications Inc • Delaware
EXHIBIT 10.14 SHARE EXCHANGE AGREEMENTShare Exchange Agreement • June 9th, 1998 • MJD Communications Inc • New York
AGREEMENTAgreement • June 9th, 1998 • MJD Communications Inc • New York
EXHIBIT 10.18 CONSULTING AGREEMENT This CONSULTING AGREEMENT (the "AGREEMENT") is made and entered into as of this 31st day of July, 1997 by and between MJD PARTNERS, INC., a Delaware corporation (the "COMPANY"), and BUGGER ASSOCIATES, INC., a...Consulting Agreement • June 9th, 1998 • MJD Communications Inc • New York
EXHIBIT 10.1 [CONFORMED COPY WITH EXHIBITS F AND G CONFORMED AS EXECUTED] CREDIT AGREEMENTCredit Agreement • June 9th, 1998 • MJD Communications Inc • New York
THIS WARRANT HAS BEEN ACQUIRED FOR INVESTMENT AND HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"), AND MAY NOT BE OFFERED, SOLD, ASSIGNED, PLEDGED, HYPOTHECATED OR OTHERWISE DISPOSED OF UNLESS AND UNTIL REGISTERED...MJD Communications Inc • June 9th, 1998 • New York
Exhibit 10.20 AGREEMENT AND PLAN OF MERGERAgreement and Plan of Merger • June 9th, 1998 • MJD Communications Inc
EXHIBIT 10.7 CONFORMED AS EXECUTED SUBSIDIARY GUARANTY ------------------- SUBSIDIARY GUARANTY, dated as of March __, 1998 (as amended, amended and restated, modified or supplemented from time to time, this "Guaranty"), made by each of the undersigned...MJD Communications Inc • June 9th, 1998 • New York
STOCK PURCHASE AGREEMENT among MJD SERVICES CORP., RICK A. MOORE, TOM D. MOORE, PENTA-GEN INVESTMENTS, INC., and ODIN TELEPHONE EXCHANGE, INC. dated as of March 28, 1996Escrow Agreement • June 9th, 1998 • MJD Communications Inc • North Carolina
CAPITAL CONTRIBUTION AGREEMENT, (the "Agreement"), dated as of March --------- 27, 1998, among Kelso Investment Associates V, L.P., a Delaware limited partnership, and Kelso Equity Partners V, L.P., a Delaware limited partnership (collectively,...Capital Contribution Agreement • June 9th, 1998 • MJD Communications Inc
EXHIBIT 10.22 ----------------------------------------------------------------- --------------- STOCK PURCHASE AGREEMENTStock Purchase Agreement • June 9th, 1998 • MJD Communications Inc • South Dakota
AGREEMENTAgreement • June 9th, 1998 • MJD Communications Inc • New York
EXHIBIT 10.28 AGREEMENT28 Agreement • June 9th, 1998 • MJD Communications Inc • New York
EXHIBIT 10.6 ------------ FORM OF AF NOTE ---------------MJD Communications Inc • June 9th, 1998
This Note is one of the AF Notes referred to in the Credit Agreement, dated as of March 30, 1998, among the Borrower, the lenders from time to time party thereto (including the Lender), NationsBank of Texas, N.A., as Syndication Agent, and Bankers Trust Company, as Administrative Agent (as amended, amended and restated, modified or supplemented from time to time, the "Agreement"), and is entitled to the benefits thereof and of the other Credit Documents (as defined in the Agreement). This Note is secured pursuant to the Pledge Agreement (as defined in the Agreement). As provided in the Agreement, this Note is subject to voluntary prepayment and mandatory repayment prior to the AF/RF Maturity Date, in whole or in part.
EXHIBIT 10.5 ------------ FORM OF RF NOTE ---------------MJD Communications Inc • June 9th, 1998
This Note is one of the RF Notes referred to in the Credit Agreement, dated as of March 30, 1998, among the Borrower, the lenders from time to time party thereto (including the Lender), NationsBank of Texas, N.A., as Syndication Agent, and Bankers Trust Company, as Administrative Agent (as amended, amended and restated, modified or supplemented from time to time, the "Agreement"), and is entitled to the benefits thereof and of the other Credit Documents (as defined in the Agreement). This Note is secured pursuant to the Pledge Agreement (as defined in the Agreement). As provided in the Agreement, this Note is subject to voluntary prepayment and mandatory repayment prior to the AF/RF Maturity Date, in whole or in part.
EXHIBIT 10.3 ------------ FORM OF C TERM NOTE-FLOATING RATE ---------------------------------MJD Communications Inc • June 9th, 1998
This Note is one of the C Term Notes-Floating Rate referred to in the Credit Agreement, dated as of March 30, 1998, among the Borrower, the lenders from time to time party thereto (including the Lender), NationsBank of Texas, N.A., as Syndication Agent, and Bankers Trust Company, as Administrative Agent (as amended, amended and restated, modified or supplemented from time to time, the "Agreement"), and is entitled to the benefits thereof and of the other Credit Documents (as defined in the Agreement). This Note is secured pursuant to the Pledge Agreement (as defined in the Agreement). As provided in the Agreement, this Note is subject to voluntary prepayment and mandatory repayment prior to the C Maturity Date in whole or in part.
EXHIBIT 10.4 ------------ FORM OF C TERM NOTE - FIXED RATE --------------------------------MJD Communications Inc • June 9th, 1998 • New York
MJD COMMUNICATIONS, INC. 521 East Morehead Street Suite 250 Charlotte, North Carolina 28202 as of July 31, 1997MJD Communications Inc • June 9th, 1998 • New York
In consideration of providing the foregoing services, the Company will pay to Kelso an annual advisory fee of $50,000, payable quarterly in advance on or before January 1, April 1, July 1, and October 1 of each year. The $12,500 payment with respect to the period from July 1, 1997 through September 30, 1997 will be paid on the date hereof. If Kelso or any of its affiliates or designees invests additional
EXHIBIT 10.2 ------------ FORM OF B TERM NOTE -------------------MJD Communications Inc • June 9th, 1998
This Note is one of the B Term Notes referred to in the Credit Agreement, dated as of March 30, 1998, among the Borrower, the lenders from time to time party thereto (including the Lender), NationsBank of Texas, N.A., as Syndication Agent, and Bankers Trust Company, as Administrative Agent (as amended, amended and restated, modified or supplemented from time to time, the "Agreement"), and is entitled to the benefits thereof and of the other Credit Documents (as defined in the Agreement). This Note is secured pursuant to the Pledge Agreement (as defined in the Agreement). As provided in the Agreement, this Note is subject to voluntary prepayment and mandatory repayment prior to the B Maturity Date, in whole or in part.
