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EXHIBIT 2
XXXXXX X. XXXXXXX
45 X. XXXXXXXX XXXX
XX XXX 0000
XXXXXXX, XX 00000
(973) 249-7410
December 14, 1999
VIA FEDERAL EXPRESS
Airbill No. 8183 0000 0000
And Fax (000) 000-0000
Mr. Xxxx Xxxxxxxx
C/o Gold & Xxxxx Transfer, S.A.
0000 00xx Xxxxxx, 0xx Xxxxx
Xxxxxxxxxx, X.X. 00000
Re: Put Option - Exercise Notice
Dear Xx. Xxxxxxxx:
Reference is made to that certain Put Agreement, dated September 21, 1999,
between and among Xxxx Xxxxxxxx, Xxxxxx Xxxxxxx, Xxx Xxxxxxx, Revision LLC and
Total-Tel USA Communications, Inc (the "Put Agreement"). It is my understanding
that on December 11, 1999, the parties to the Put Agreement and the Foundation
for Independent Nongovernmental Development of Space, a Delaware non-profit
corporation ("FINDS"), reached final agreement on the terms of an Amendment No.
1 to the Put Agreement, a copy of which is attached hereto as Exhibit A (the
"Amendment"). The Amendment amends the Put Agreement to provide, inter alia, for
multiple exercises of the Put Option. I further understand from Xxxx XxXxxxxxxx,
Esq., counsel for you and the Company, that the Amendment has been executed by
you, and that you intend to deliver it today or by tomorrow, December 15, 1999,
but the Amendment was not delivered due to difficulties in communicating with
you during your trip to Moscow. Therefore, after discussing the matter with Xx.
XxXxxxxxxx, we have agreed that (i) in the event the Amendment is delivered by
you, FINDS and the Company, this letter shall serve as the Exercise Notice
referenced in Section 2.2 of the Put Agreement, and (ii) in the event the
Amendment is not delivered by you, FINDS and the Company, the letter attached
hereto as Exhibit B shall serve as the Exercise Notice referenced in Section
2.2. Capitalized terms used in this letter without definition shall have the
meaning set forth in the Put Agreement.
1. Common Stock of Xxxxxx Xxxxxxx and Certain of His Designees. In
accordance with the requirements of Section 2.2 of the Put Agreement, I hereby
give notice of the exercise of the Put Option with respect to myself and each of
my Designees listed below. The information required by Section 2.2(a) to (e) of
the Put Agreement with respect to each such Put Holder is set forth below as
follows:
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NUMBER OF PURCHASE
NAME OF PUT HOLDER SHARES TO BE SOLD PRICE
Xxxxxx Xxxxxxx 328,416 shares $5,254,656
Xxxxxx and Xxxxxx Xxxxxxx 162,226 shares $2,595,616
Xxxxxx Xxxxxxx and Xxxxx Xxxxxxx 4,000 shares $64,000
Xxxx Xxxxxxx 1,000 shares $16,000
Xxxx Xxxxxxx 1,000 shares $16,000
Xxxxx Xxxxxxx 1,000 shares $16,000
Xxxxxxxx Xxxxxxx 1,000 shares $16,000
------------ -------
498,642 shares $7,978,272.00
The purchase price payment for the above-referenced shares should be wired
directly to my account for distribution as follows:
Summit Bank
ABA: 000000000
00 Xxxxxxxxxx Xxxx.
Xxxxxxxxxx Xxxx, XX
To benefit Xxxxxx Xxxxxxx
Account No. 303541547
2. Common Stock of Xxxxxxx Xxxxxxx and Certain of His Designees. As agent
for Xxxxxxx Xxxxxxx acting pursuant to the requirements of Section 2.2 of the
Put Agreement, I hereby give notice of the exercise of the Put Option with
respect to Xxxxxxx Xxxxxxx and his Designees listed below. The information
required by Sections 2.2(a) to (e) of the Put Agreement with respect to each
such Put Holder is set forth below as follows:
NUMBER OF SHARES PURCHASE
NAME OF PUT HOLDER (ACT#) TO BE SOLD PRICE
Xxxxx Xxxxxxx Trust (203285913) 6,200 $99,200
Xxx Xxxxxxx Ltd. Partnership (103090444) 237,738 $3,803,808
The purchase price payment for the above-referenced shares should be wired
directly to the account number specified above to the bank specified below:
Summit Bank
ABA: 000000000
00 Xxxxxxxxxx Xxxx.
Xxxxxxxxxx Xxxx, XX
To benefit Xxx Xxxxxxx
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3. Common Stock of a Designee of Xxxxxx Xxxxxxx. In accordance with the
requirements of Section 2.2 of the Put Agreement, I hereby give notice of the
exercise of the Put Option with respect to my Designee listed below. The
information required by Sections 2.2(a) to (e) of the Put Agreement with respect
to each such Put Holder is set forth below as follows:
SHARES PURCHASE
PUT HOLDER TO PUT PRICE
Xxxxxx Xxxxxxx 2,000 32,000
The purchase price payment for the above-referenced shares should be wired
directly to the account specified below:
Bank of America
00000 X. Xxxx Xxxx.
Xxx Xxxxxxx, XX 00000
ABA# 000000000
Branch# 2137
To benefit Xxxxxx and Xxxxxx Xxxxxxx
Act.# 21372-03809
4. Common Stock of a Designee of Xxxxxx Xxxxxxx. In accordance with the
requirements of Section 2.2 of the Put Agreement, I hereby give notice of the
exercise of the Put Option with respect to my Designee listed below. The
information required by Sections 2.2(a) to (e) of the Put Agreement with respect
to each such Put Holder is set forth below as follows:
SHARES PURCHASE
PUT HOLDER TO PUT PRICE
Xxxxxx Xxxxxxx (act# NE-22726) 40,209 $643,344
Xxxxxx Xxxxxxx X/X Xxxxx Xxxxxxx (xxx# XX-00000) 1,232 $ 19,712
Xxxxxx Xxxxxxx M/P Plan (act# NE-23637) 2,000 $ 32,000
The purchase price payment for the above-referenced shares should be wired
directly to the account number specified above to the bank specified below:
Bank of New York
ABA# 000000000
BNF PaineWebber Inc.
000 Xxxx Xxxxxx
00xx Xxxxx
Xxx Xxxx, XX 00000
A/C 8900114096
FBO (Account number as referenced above)
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I would like to suggest that the Closing for the purchase and sale transactions
listed above be held on January 14, 2000, at 10:00 a.m. at the offices of
Xxxxxxx Berlin Shereff Xxxxxxxx, LLP.
Sincerely,
/s/ Xxxxxx X. Xxxxxxx
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Xxxxxx X. Xxxxxxx
WHF:sad
c: Xxxx X. XxXxxxxxxx, Esq.
Via Federal Express
Airbill No. 8183 6488 6239
And Fax (000) 000-0000
