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Exhibit 10.42
Amendment dated as of August 1, 1997, by and between Russian Wireless
Telephone Company, Inc. f/k/a TelCom Group USA, Inc. ("TelCom") and The Royal
Bank of Scotland International Limited (the "Payee") to that certain Promissory
Note dated May 5, 1997 of TelCom to the Payee in the aggregate principal amount
of $525,000 (the "Note") and that certain Warrant dated May 5, 1997 issued by
TelCom to the Payee (the "Warrant").
RECITALS
WHEREAS, TelCom issued the Note to the Payee pursuant to TelCom's
private placement securities offering which closed on or about February 2, 1996
(the "Offering"); and
WHEREAS, pursuant to the Offering, TelCom issued the Warrant to the
Payee entitling the holder thereof to purchase 1,000,005 shares of TelCom's $.01
par value common stock at an initial exercise price of $5.75 per share; and
WHEREAS, the Note provides, among other things, that (a) the maturity
date of the Note shall be the earlier of (i) August 2, 1997 or (ii) the closing
of a public financing through the sale of securities from which the Company
receives gross proceeds of at least $2,000,000; and (b) an event of default will
occur under the Note if the Company defaults in payment of any principal or
interest on the Note on the date when the same shall become due and payable, and
such default shall continue for a period of 30 days after such date; and
WHEREAS, the Warrant provides, among other things, that if the Company
does not complete an initial public offering by August 2, 1997 for any reason
other than a decision not to proceed with such offering the Warrant shall
automatically become null and void; and
WHEREAS, the Company is proceeding with an initial public offering of
its securities, and desires to extend the maturity of the Note in order to avoid
incurring an event of default under the Note in the event that such offering is
not completed within 30 days of August 2, 1997; and
WHEREAS, the execution of this Amendment has been duly authorized by
the Board of Directors of TelCom and all things necessary to make this Amendment
a valid, binding and legal instrument according to its terms have been done and
performed,
NOW, THEREFORE, in consideration of the above premises, TelCom and the
Payee agree as follows:
1. The first paragraph of the Note is hereby amended and restated in
its entirety as follows:
"FOR VALUE RECEIVED, Russian Wireless Telephone Company, Inc.,
a Delaware corporation formerly known as TelCom Group USA, Inc., (the
"Company"), promises to pay to The Royal Bank of Scotland
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International Limited or assigns (the "Holder") the principal amount of
five hundred twenty five thousand dollars ($525,000.00) (the "Principal
Amount"), in such coin or currency of the United States of America as
at the time of payment shall be legal tender for the payment of public
and private debts, together with simple interest thereon at the rate of
eight percent (8%) per annum calculated from February 2, 1996, at the
principal office of the Company, upon the earlier of (a) October 31,
1997 or (b) the closing of a public financing through the sale of
securities from which the Company receives gross proceeds of at least
$2,000,000. No payments of principal and/or interest shall be due until
maturity."
2. In consideration of the Payee's agreement to extend the maturity of
the Note, as aforesaid, the second sentence of the second paragraph of Section 6
of the Warrant, and all other references contained in the Warrant to the
automatic cancellation, termination or expiration of the Warrant in the event
that the Company does not complete an initial public offering by August 2, 1997
for any reason other than a decision not to proceed with such offering, are
hereby deemed to have been deleted from the Warrant as of, and with effect from,
August 1, 1997.
3. This Amendment shall be effective as of the date first above
written, provided, however, that such effectiveness shall be expressly
conditioned upon TelCom's receipt of similarly executed amending agreements from
the holders of not less than 51% of the aggregate principal amount of all of the
notes issued by TelCom in the Offering.
4. This Amendment may be executed in any number of counterparts, each
of which shall be an original, but such counterparts shall together constitute
one and the same instrument.
5. The Note and the Warrant, as modified by the provisions of this
instrument, shall continue, from and after the date hereof, in full force and
effect.
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6. This Amendment shall be construed and enforced in accordance with
the laws of the State of New York without regard to its conflicts of laws
provisions. The parties hereto consent to the jurisdiction of the Courts of the
State of New York and the United States District Courts situated therein in
connection with any action concerning the provisions of this Amendment.
IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be
duly executed, all as of the date first written above.
Russian Wireless Telephone Company, Inc.
By: ______________________________________________
Xxxxxx Xxxxxx, President
The Royal Bank of Scotland International Limited
By: ______________________________________________
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