AMENDMENT NO. 2 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, XXXXXX XXXXXXX, XXXXXXX XXXXXXX, 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, Xxxxxx Xxxxxxx, Xxxxxxx Xxxxxxx, Revision
and the Company entered into the Put Agreement on September 21, 1999, as
amended by Amendment No. 1 dated December 11, 2000 ("Amendment No. 1"); and
WHEREAS, the parties hereto desire to make the amendments to the Put
Agreement set forth herein in order to allow Revision to transfer its
obligation to purchase up to 566,377 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 566,377
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.
2. 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.
3. General Matters. The provisions of Article VI of the Put
Agreement are incorporated, mutatis mutandis, into this Amendment by
reference.
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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Xxxxxx Xxxxxxx
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Xxxxxxx Xxxxxxx
TOTAL-TEL USA COMMUNICATIONS,
INC.
By:
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Name:
Title:
