0000940180-98-000968 Sample Contracts

OF
Stock Purchase Agreement • September 11th, 1998 • MJD Communications Inc • Telephone communications (no radiotelephone) • New York
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DATED AS OF
Merger Agreement • September 11th, 1998 • MJD Communications Inc • Telephone communications (no radiotelephone) • New York
AND
Merger Agreement • September 11th, 1998 • MJD Communications Inc • Telephone communications (no radiotelephone) • Maine
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, 1996
Stock Purchase Agreement • September 11th, 1998 • MJD Communications Inc • Telephone communications (no radiotelephone) • North Carolina
EXHIBIT 10.1 [CONFORMED COPY WITH EXHIBITS F AND G CONFORMED AS EXECUTED] CREDIT AGREEMENT
Credit Agreement • September 11th, 1998 • MJD Communications Inc • Telephone communications (no radiotelephone) • New York
CONTRIBUTION AGREEMENT
Contribution Agreement • September 11th, 1998 • MJD Communications Inc • Telephone communications (no radiotelephone) • New York
EXHIBIT 10.11 REGISTRATION RIGHTS AGREEMENT -----------------------------
Registration Rights Agreement • September 11th, 1998 • MJD Communications Inc • Telephone communications (no radiotelephone) • Delaware
EXHIBIT 10.13 SHARE EXCHANGE AGREEMENT
Share Exchange Agreement • September 11th, 1998 • MJD Communications Inc • Telephone communications (no radiotelephone) • New York
AGREEMENT
Severance Agreement • September 11th, 1998 • MJD Communications Inc • Telephone communications (no radiotelephone) • New York
EXHIBIT 2.9 AGREEMENT AND PLAN OF MERGER
Merger Agreement • September 11th, 1998 • MJD Communications Inc • Telephone communications (no radiotelephone) • Oklahoma
W I T N E S S E T H : -------------------
Credit Agreement • September 11th, 1998 • MJD Communications Inc • Telephone communications (no radiotelephone) • New York
EXHIBITS
Stock Purchase Agreement • September 11th, 1998 • MJD Communications Inc • Telephone communications (no radiotelephone) • South Dakota
MJD COMMUNICATIONS, INC. 521 East Morehead Street Suite 250 Charlotte, North Carolina 28202 as of July 31, 1997
Consulting Agreement • September 11th, 1998 • MJD Communications Inc • Telephone communications (no radiotelephone) • 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 10.4 ------------ FORM OF C TERM NOTE - FIXED RATE --------------------------------
C Term Note - Fixed Rate • September 11th, 1998 • MJD Communications Inc • Telephone communications (no radiotelephone) • New York
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