0000950123-04-010738 Sample Contracts

Purchase And Sale Agreement Dated as of September 3, 2004 by and between Citizens Communications Company and Asset Holder PCC No 2 Limited re Ashmore Emerging Economy Portfolio
Purchase and Sale Agreement • September 8th, 2004 • Hungarian Telephone & Cable Corp • Communications services, nec • New York

THIS PURCHASE AND SALE AGREEMENT (this “Agreement”) is made as of September 3, 2004 by and between Citizens Communication Company, a Delaware corporation (together, the “Seller”), and Asset Holder PCC No 2 Limited re Ashmore Emerging Economy Portfolio, a protected cell company organised under the laws of Guernsey (“Buyer”). The Buyer and the Seller are referred to collectively herein as the “Parties” and each individually as a “Party”.

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Letterhead of TDC A/S]
Physically-Settled Common Stock Share Option Transaction • September 8th, 2004 • Hungarian Telephone & Cable Corp • Communications services, nec

This Confirmation evidences a complete binding agreement between you and us as to the terms of the Transaction to which this Confirmation relates. This Confirmation, together with all other documents referring to an ISDA Master Agreement (each a “Confirmation”) confirming transactions (each a “Transaction”) entered into between us (notwithstanding anything to the contrary in a Confirmation), shall supplement, form a part of, and be subject to an agreement in the form of the 2002 ISDA Master Agreement as if we had executed an agreement in such form (but without any Schedule except for the election of English law as the governing law and USD as the Termination Currency) on the Trade Date of the first such Transaction between us. In the event of any inconsistency between the provisions of that agreement and this Confirmation, this Confirmation will prevail for the purpose of this Transaction.

Letterhead of TDC A/S]
Physically-Settled Preferred Stock Share Option Transaction • September 8th, 2004 • Hungarian Telephone & Cable Corp • Communications services, nec

This Confirmation evidences a complete binding agreement between you and us as to the terms of the Transaction to which this Confirmation relates. This Confirmation, together with all other documents referring to an ISDA Master Agreement (each a “Confirmation”) confirming transactions (each a "Transaction”) entered into between us (notwithstanding anything to the contrary in a Confirmation), shall supplement, form a part of, and be subject to an agreement in the form of the 2002 ISDA Master Agreement as if we had executed an agreement in such form (but without any Schedule except for the election of English law as the governing law and USD as the Termination Currency) on the Trade Date of the first such Transaction between us. In the event of any inconsistency between the provisions of that agreement and this Confirmation, this Confirmation will prevail for the purpose of this Transaction.

STOCKHOLDERS AGREEMENT
Stockholders Agreement • September 8th, 2004 • Hungarian Telephone & Cable Corp • Communications services, nec • New York

Stockholders Agreement dated as of September [ ], 2004 (this “Agreement”) by and among the holders of securities of the Company listed on Schedule I hereto (each a “Stockholder” and together the “Stockholders”).

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