EXHIBIT 10.15
CONTRIBUTION AGREEMENT
This CONTRIBUTION AGREEMENT ("AGREEMENT") is made as of this 31st day
of July, 1997 among Xxxxx Xxxxxxxx, Xxxx X. Xxxxxx, Xxxxxx X. Xxxxxxx and Bugger
Associates, Inc., a Delaware corporation (collectively, the "FOUNDERS"), and MJD
Partners, L.P., a Delaware limited partnership ("PARTNERS").
RECITALS:
WHEREAS, each Founder is the owner of certain subordinated promissory
notes (collectively, the "NOTES") of MJD Communications, Inc., a Delaware
corporation ("MJD"), in the amounts set forth opposite such Founder's name on
Schedule A attached hereto;
WHEREAS, each Founder has been unable to locate the original Notes
owned by such Founder and has executed a Lost Note Indemnity Agreement dated
July 31, 1997;
WHEREAS, on the date hereof and as evidenced by cross receipts being
executed by each Founder, the unpaid interest due on the Notes is being paid by
the Company to the Founders;
WHEREAS, the Founders hold partnership interests in Partners and
desire to contribute to Partners all right, title and interest in the Notes in a
transaction to be treated as a nontaxable contribution to capital pursuant to
Section 721 of the Internal Revenue Code of 1986, as amended (the "CODE").
NOW, THEREFORE, in consideration of the premises and the mutual
covenants and conditions herein contained, the parties hereto agree as follows:
AGREEMENTS:
1. Contribution of Notes. Each Founder shall contribute, transfer
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and assign to Partners all of such Founder's right, title and interest in each
Note set forth opposite such Founder's name on Schedule A attached hereto, free
and clear of all restrictions, liens, security interests and other encumbrances.
2. Payment of Accrued Interest. Each Founder acknowledges and
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agrees that he has been paid all accrued and unpaid interest on each Note that
he or it is contributing, transferring and assigning to Partners on the Closing
Date (as hereinafter defined).
3. Closing. The closing (the "CLOSING") of the transactions
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contemplated by this Agreement shall occur on the date (the "CLOSING DATE") and
at the location of the closing of the transactions contemplated by the Stock
Purchase Agreement dated as of March 6, 1997 by and among MJD, Partners,
Carousel Capital Partners, L.P., Xxxxx Investment Associates V, L.P. and Xxxxx
Equity Partners V, L.P. The following actions shall be deemed to occur
simultaneously at the Closing:
(a) each Founder shall deliver to Partners such instruments and
agreements as may be appropriate, in each case duly executed by such
Founder, contributing, assigning and transferring to Partners all of such
Founder's right, title and interest in and to the Notes, free and clear of
all restrictions, liens, security interests and other encumbrances;
(b) Partners shall (i) cause the books and records of Partner's
to reflect an increase in the basis of such Founder's partnership interest
in Partners equal to the unpaid principal amount of the Notes contributed
and (ii) execute and deliver such other instruments and agreements as may
be appropriate, in each case duly executed by Partners.
4. Nontaxable Contribution to Capital. The parties hereto hereby
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acknowledge and agree that they intend for the transactions contemplated by this
Agreement to constitute a nontaxable contribution to capital pursuant to Section
721 of the Code.
5. Counterparts; Further Assurances. This Agreement may be executed
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in counterparts. The parties agree to execute such documents and instruments of
assignment as may be necessary or expedient to carry out the transactions
contemplated by this Agreement.
6. Miscellaneous. This Agreement shall be governed by the laws of
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the State of New York without regard to the principles of conflicts of law
thereof.
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IN WITNESS WHEREOF, the parties hereto have executed this Agreement as
of the date and year first above set forth.
MJD PARTNERS, L.P.
By: MJD Partners, Inc.,
its general partner
By:___________________________
Title:________________________
Print Name:___________________
______________________________
Xxxxx Xxxxxxxx
______________________________
Xxxx X. Xxxxxx
______________________________
Xxxxxx X. Xxxxxxx
BUGGER ASSOCIATES, INC.
By:___________________________
Title:________________________
Print Name:___________________
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SCHEDULE A
SUBORDINATED PROMISSORY NOTES
Xxxxx Xxxxxxxx
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1) Subordinated Promissory Note dated as of April 30, 1993 in the principal
amount of $187,500.00.
2) Subordinated Promissory Note dated as of May 31, 1993 in the principal
amount of $45,657.89.
Xxxx X. Xxxxxx
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1) Subordinated Promissory Note dated as of April 30, 1993 in the principal
amount of $165,000.00.
2) Subordinated Promissory Note dated as of May 31, 1993 in the principal
amount of $40,178.95.
3) Subordinated Promissory Note dated as of December 7, 1993 in the principal
amount of $22,500.00.
Xxxxxx X. Xxxxxxx
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1) Subordinated Promissory Note dated as of April 30, 1993 in the principal
amount of $60,000.00.
2) Subordinated Promissory Note dated as of May 31, 1993 in the principal
amount of $14,610.53.
3) Subordinated Promissory Note dated as of December 7, 1993 in the principal
amount of $15,000.00.
Bugger Associates, Inc.
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1) Subordinated Promissory Note dated as of April 30, 1993 in the principal
amount of $300,000.00.
2) Subordinated Promissory Note dated as of May 31, 1993 in the principal
amount of $73,052.63.
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