AMENDMENT NO. 1 TO PUT AGREEMENT
AMENDMENT NO. 1 (the "Amendment") to the Put Agreement dated as of
September 21, 1999, as amended (the "Put Agreement"), is made between and
among XXXX XXXXXXXX, XXXX XXXXX, REVISION LLC, a Delaware limited liability
company ("Revision"), TOTAL-TEL USA COMMUNICATIONS, INC., a New Jersey
corporation (the "Company"), and FOUNDATION FOR INDEPENDENT NONGOVERNMENTAL
DEVELOPMENT OF SPACE, a Delaware non-profit corporation ("FINDS").
Capitalized terms used herein without definition shall have the meanings
specified in the Put Agreement.
W I T N E S S E T H:
WHEREAS, Xxxx Xxxxxxxx, Xxxx Xxxxx, Revision and the Company entered
into the Put Agreement on September 21, 1999; and
WHEREAS, the parties hereto desire to make the amendments to the Put
Agreement set xxxx herein in order to allow Revision to transfer its
obligation to purchase up to 104,320 shares of the Company's Common Stock to
FINDS.
NOW, THEREFORE, in consideration of the above mentioned premises,
the mutual covenants and agreements contained herein, and other good and
valuable consideration the receipt and sufficient of which is hereby
acknowledged, the parties hereto agree as follows:
1. Transfer of Revision's Obligation to Purchase Common Stock.
(a) The second sentence of Section 6.5 of the Put Agreement is
hereby amended by deleting it in its entirety and restated it in its
entirety to read as follows:
No party shall assign its rights or delegate its obligations
hereunder without the prior written consent of the other
parties, and any attempt to so assign or delegate this
Agreement in whole or in part without such consent shall be
void and of no effect; provided, however, that (i) Revision
shall be entitled to delegate or otherwise transfer to FINDS
its obligation to purchase up to an aggregate of 104,320 shares
of the Company's Common Stock, and (ii) the foregoing
notwithstanding, in the event FINDS fails to perform any act or
obligation delegated or otherwise transferred to it hereunder,
Revisions shall remain obligation to perform any such act or
obligation (including without limitation the obligation to
purchase Securities set forth in Section 2.1) as if no
delegation or transfer had been made.
(b) In Section 3.3, 5.2(b), 5.2(d) and 5.2(e), each use the
word "Revision" shall be amended to read "Re3visions and/or FINDS, as
applicable".
(c) Section 4.2 of the Put Agreement is hereby amended by
adding a new clause (d) which shall read in its entirety as follows:
(d) FINDS represents and warrants, as fo the date hereof
and again on the date of Closing, that (i) it has full authority to
execute and deliver this Agreement, (ii) this Agreement has been duly
executed and delivered by it and constitutes its legal, valid and binding
obligation, enforceable against FINDS in accordance with its terms, and
(iii) subject to the provisions of Section 3.2(a), the execution, delivery
and performance by FINDS of this Agreement will not violate any order,
writ, injunction, decree, statute, rule or regulation applicable to
FINDS.
2. Conforming and Corrective Amendments.
(a) Section 1.1(o) of the Put Agreement is hereby amended
by restating it in its entirety to read as follows:
(o) "Securities Act" shall have the meaning set forthin
Section 4.2(a).
(b) In Section 5.2(c), the phrase "Xxxx Xxxxxxxx shall
cause Revision" shall be amended to read "Xxxx Xxxxxxxx shall cause
Revision and FINDS"
3. No Other Amendments. Except as expressly set forth in
Amendment No. 1 and this Amendment, there are no other amendments to the Put
Agreement and the Put Agreement remains in full force and effect as amended as
of the date hereof.
4. General Matters. The provisions of Article VI of the Put
Agreement are incorporated, mutatis mutandis, into this Amendment by
reference.
[Signature page follows]
IN WITNESS WHEREOF, this Amendment No. 1 to the Put Agreement has
been executed and delivered by the parties hereto on this 10th day of March,
2000.
REVISION LLC
By:
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Name: Xxxx Xxxxxxxx
Title: Manager
FOUNDATION FOR INDEPENDENT
NONGOVERMENTAL DEVELOPMENT OF
SPACE
By:
-------------------------------------
Name: Xxxx Xxxxxxxx
Title: President
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Xxxx Xxxxxxxx
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Xxxx Xxxxx
TOTAL-TEL USA COMMUNICATIONS,
INC.
By:
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Name:
Title:
