Form of Madison River Telephone Company, LLC Call Option Agreement

EXHIBIT 10.29

FORM OF CALL OPTION AGREEMENT

THIS CALL OPTION AGREEMENT (this " Agreement" ) is made as of , 200 , by and between (" Seller" ) and Madison River Telephone Company, LLC, a Delaware limited liability company (" Buyer" or the " Company" ).

WHEREAS, Seller desires to obtain funding to pay down certain indebtedness (the " Indebtedness" ) of ORVS Madison River, LLC, a Delaware limited liability company of which Seller owns a 25% interest (" ORVS" ), which Indebtedness Seller has personally guaranteed;

WHEREAS, to induce Buyer (a) to acquire from ORVS certain Class A Units (as defined in the Company' s Amended and Restated Limited Liability Company Agreement, as amended from time to time) of the Company owned by ORVS, and thereby provide ORVS a portion of the funds necessary to pay down the Indebtedness and (b) to cause Madison River Capital, LLC, a Delaware limited liability company and subsidiary of Buyer (" Capital" ), to loan to Seller additional funds pursuant to a non-recourse demand note issued by Seller to Capital, dated as of the date hereof (the " Note" ), Seller desires to grant to Buyer the unconditional and irrevocable option to acquire, free and clear of all liens, claims and encumbrances (" Liens" ) created by Seller and otherwise in accordance with the terms and conditions contained herein, 100% of (i) the 380,900 Class A Units acquired by Seller using the proceeds of the Note and pursuant to the Acquisition Agreement by and among ORVS, Seller and others, dated as of the date hereof (such Class A Units, the " Acquired Units" , such Acquisition Agreement, the " Acquisition Agreement" ), and (ii) all other Units or other interests in the Company received by Seller by way of, or in connection with, any dividend, split, combination, exchange, conversion, merger, consolidation, recapitalization, or other reorganization affecting the Acquired Units (collectively, the " Interest" ). NOW, THEREFORE, in consideration of the mutual covenants contained herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties to this Agreement hereby agree as follows:

1. Call Option . (a) At any time after the date hereof, Buyer shall have the irrevocable and unconditional option to acquire all of the Interest (the " Call Option" ) at the Call Option Price (as defined below) by giving Seller at least two (2) days' prior written notice (the " Call Option Notice" ) of its exercise of the Call Option. (b) The closing of the acquisition pursuant to the Call Option shall take place on the date designated by Buyer on the Call Option Notice, which date shall not be more than 30 days nor less than two days after the delivery of the Call Option Notice. The Buyer may, at its option, pay for the securities to be acquired pursuant to the Call Option by (i) assuming or offsetting amounts outstanding under the Note, (ii) offsetting amounts outstanding under any

other bona fide debts owed by Seller to the Buyer or any of its affiliates or (iii) delivery of a certified or cashier' s check or wire transfer of funds.

2. Call Option Price . The " Call Option Price" is equal to the outstanding principal amount of the Note, together with accrued and unpaid interest thereon, at the time Buyer delivers the Call Option Notice.

3. WAIVER OF DEFENSES . SELLER HEREBY ACKNOWLEDGES AND AGREES THAT THE EXECUTION AND DELIVERY OF THIS AGREEMENT (INCLUDING THE WAIVER OF ALL DEFENSES TO THE BUYER' S EXERCISE OF THE CALL OPTION) CONSTITUTES A MATERIAL INDUCEMENT TO BUYER TO ACQUIRE CERTAIN CLASS A UNITS OF THE COMPANY FROM ORVS PURSUANT TO THE ACQUISITION AGREEMENT AND TO CAUSE CAPITAL TO LOAN TO SELLER ADDITIONAL FUNDS PURSUANT TO THE NOTE, AND THAT SELLER' S AGREEMENT TO GRANT THE CALL OPTION RIGHTS HEREUNDER IS AND WAS IN PARTIAL CONSIDERATION OF THE GRANT. THEREFORE, SELLER HEREBY AGREES (FOR ITSELF AND ITS SUCCESSORS AND ASSIGNS) THAT IT WILL HAVE NO, AND HEREBY KNOWINGLY WAIVES (FOR ITSELF, ITS SUCCESSORS AND ASSIGNS) EACH AND EVERY, DEFENSE THAT SELLER (O ...