-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, EySImaBBTUiS2pmRRuw4JwJIAFIzkM/yZ725/JagBMYeuypSeoGAN+TwMQsG7ClQ RL0K/P11L5gzU+QbowthLQ== 0001026777-99-000073.txt : 20000211 0001026777-99-000073.hdr.sgml : 20000211 ACCESSION NUMBER: 0001026777-99-000073 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 5 FILED AS OF DATE: 19990930 GROUP MEMBERS: GOLD & APPEL TRANSFER SA GROUP MEMBERS: REVISION LLC GROUP MEMBERS: WALT ANDERSON SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: TOTAL TEL USA COMMUNICATIONS INC CENTRAL INDEX KEY: 0000034497 STANDARD INDUSTRIAL CLASSIFICATION: TELEPHONE COMMUNICATIONS (NO RADIO TELEPHONE) [4813] IRS NUMBER: 221656895 STATE OF INCORPORATION: NJ FISCAL YEAR END: 0131 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: SEC FILE NUMBER: 005-11039 FILM NUMBER: 99720180 BUSINESS ADDRESS: STREET 1: OVERLOOK AT GREAT NOTCH 150 CLOVE RD STREET 2: BOX 449 CITY: LITTLE FALLS STATE: NJ ZIP: 07054 BUSINESS PHONE: 9738121100 MAIL ADDRESS: STREET 1: 150 CLOVE ROAD STREET 2: BOX 449 CITY: LITTLE FALLS STATE: NJ ZIP: 07054 FORMER COMPANY: FORMER CONFORMED NAME: FARADYNE ELECTRONICS CORP DATE OF NAME CHANGE: 19920223 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: GOLD & APPEL TRANSFER SA CENTRAL INDEX KEY: 0001030949 STANDARD INDUSTRIAL CLASSIFICATION: [] FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: OMAR HODGE BLDG STREET 2: WICKAMS CAY CITY: ROAD TOWN TORTULA STATE: D8 MAIL ADDRESS: STREET 1: OMAR HODGE BLDG STREET 2: WICHAMS CAY CITY: ROAD TOWN TORTULA STATE: D8 SC 13D/A 1 SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13D (Rule 13d-101) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULE 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(a) (Amendment No. 15)1 Total-Tel USA Communications, Inc. (Name of Issuer) COMMON STOCK -- PAR VALUE $.05 PER SHARE (Title of Class of Securities) 89151T 10-6 -------- (CUSIP Number) Walt Anderson c/o Gold & Appel, S.A. 1023 31st Street, 4th Floor, Washington, D.C. 20007 202-467-1189 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) September 21, 1999 (Date of Event Which Requires Filing of This Statement) If the filing person has previously filed a statement on Schedule 13G to report the acquisition which is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following box [ ]. Note. Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7(b) for other parties to whom copies are to be sent. (Continued on following pages) (Page 1 of 6 Pages) - ------------------ 1 The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page. The information required on the remainder of this cover page shall be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes). SCHEDULE 13D/A - ------------------------ ----------------------- CUSIP No. 89151T 10-6 Page 1 of 7 Pages - ------------------------ ----------------------- - -------------------------------------------------------------------------- 1. NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) Walt Anderson - --------------------------------------------------------------------------- 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ] (b) [ ] - --------------------------------------------------------------------------- 3. SEC USE ONLY - ---------------------------------------------------------------------------- 4. SOURCE OF FUNDS* OO - ----------------------------------------------------------------------------- 5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) [ ] - ------------------------------------------------------------------------------ 6. CITIZENSHIP OR PLACE OF ORGANIZATION United States - ------------------------------------------------------------------------------ NUMBER OF 7. SOLE VOTING POWER SHARES 3,057,634 OWNED BY -------------------------------------------------------- EACH 8. SHARED VOTING POWER 0 REPORTING -------------------------------------------------------- PERSON 9. SOLE DISPOSITIVE POWER 0 WITH -------------------------------------------------------- 10. SHARED DISPOSITIVE POWER 0 - ------------------------------------------------------------------------------ 11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 3,057,634 Shares of Common Stock (excludes 1,208,137 Shares subject to Put Agreements to purchase Common Stock) - ----------------------------------------------------------------------------- 12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ ] - ----------------------------------------------------------------------------- 13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 38.93% - ----------------------------------------------------------------------------- 14. TYPE OF REPORTING PERSON* IN - ----------------------------------------------------------------------------- SCHEDULE 13D/A - ------------------------ ----------------------- CUSIP No. 89151T 10-6 Page 2 of 7 Pages - ------------------------ ----------------------- - -------------------------------------------------------------------------- 1. NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) Revision LLC - --------------------------------------------------------------------------- 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ] (b) [ ] - --------------------------------------------------------------------------- 3. SEC USE ONLY - ---------------------------------------------------------------------------- 4. SOURCE OF FUNDS* OO - ----------------------------------------------------------------------------- 5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) [ ] - ------------------------------------------------------------------------------ 6. CITIZENSHIP OR PLACE OF ORGANIZATION Delaware - ------------------------------------------------------------------------------ NUMBER OF 7. SOLE VOTING POWER SHARES 3,057,434 OWNED BY -------------------------------------------------------- EACH 8. SHARED VOTING POWER 0 REPORTING -------------------------------------------------------- PERSON 9. SOLE DISPOSITIVE POWER 3,057,434 WITH -------------------------------------------------------- 10. SHARED DISPOSITIVE POWER 0 - ------------------------------------------------------------------------------ 11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 3,057,434 Shares of Common Stock (excludes 1,208,137 Shares subject to Put Agreement to purchase Common Stock) - ----------------------------------------------------------------------------- 12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ ] - ----------------------------------------------------------------------------- 13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 38.93% - ----------------------------------------------------------------------------- 14. TYPE OF REPORTING PERSON* OO - ----------------------------------------------------------------------------- This Amendment No. 15 to Schedule 13D filed by Revision LLC, a Delaware limited liability company ("Revision"), and Walt Anderson, a natural person and a U.S. citizen ("Mr. Anderson"), as joint filers, with respect to the common stock, par value $0.05 per share (the "Common Shares"), of Total-Tel USA Communications, Inc., a New Jersey corporation (the "Issuer" or the "Company"), supplements and amends the Schedule 13D previously filed with the Securities and Exchange Commission (the "SEC") by Gold & Appel, S.A., a British Virgin Islands corporation ("Gold & Appel"), and Mr. Anderson as joint filers on January 16, 1998 (the "Schedule 13D"), as amended by Amendment No. 1 thereto filed with the SEC on January 30, 1998 ("Amendment No. 1"), Amendment No. 2 thereto filed with the SEC on February 13, 1998 ("Amendment No. 2"), Amendment No. 3 thereto filed with the SEC on March 4, 1998 ("Amendment No. 3"), Amendment No. 4 thereto filed with the SEC on March 13, 1998 ("Amendment No. 4"), Amendment No. 5 thereto filed with the SEC on March 30, 1998 ("Amendment No. 5"), Amendment No. 6 thereto filed with the SEC on April 6, 1998 ("Amendment No. 6"), Amendment No. 7 thereto filed with the SEC on June 12, 1998 ("Amendment No. 7"), Amendment No. 8 thereto filed with the SEC on July 29, 1998 ("Amendment No. 8"), Amendment No. 9 thereto filed with the SEC on August 19, 1998 ("Amendment No. 9"), Amendment No. 10 thereto filed with the SEC on September 29, 1998 ("Amendment No. 10"), Amendment No. 11 thereto filed with the SEC on October 27, 1998 ("Amendment No. 11"), Amendment No. 12 thereto filed with the SEC on November 18, 1998 ("Amendment No. 12"), Amendment No. 13 thereto filed with the SEC on December 14, 1999 ("Amendment No. 13") and Amendment No. 14 thereto filed with the SEC on January 26, 1999 ("Amendment No. 14"). All capitalized terms used and not defined herein shall have the meanings ascribed to them in the Schedule 13D, as amended by Amendment No. 1, Amendment No. 2, Amendment No. 3, Amendment No. 4, Amendment No. 5, Amendment No. 6, Amendment No. 7, Amendment No. 8, Amendment No. 9, Amendment No. 10, Amendment No. 11,Amendment No. 12, Amendment No. 13 and Amendment No. 14. ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION. Item 3 is supplemented as follows: Under a Put Agreement dated as of September 21, 1999 between Mr. Anderson, Warren Feldman ("Mr. W. Feldman"), Solomon Feldman ("Mr. S. Feldman") and Revision, which Put Agreement is filed herewith as Exhibit 7.2 (the "Feldman Put Agreement"), Mr. W. Feldman, Mr. S. Feldman and their permitted designees have the right, but not the obligation (the "Put Option"), to sell and deliver up to 1,103,817 Common Shares to Revision at a purchase price of $16.00 per share upon the exercise of the Put Option at any time during the period beginning on December 11, 1999 and ending at 5:00 p.m. on February 10, 2000. Neither Revision nor Mr. Anderson have any right to require any of the Common Shares subject to the Feldman Put Agreement to be sold. If, at the time scheduled for the closing of the put transaction pursuant to the Feldman Put Agreement, Revision is unable or unwilling to pay the full purchase price for the securities subject to purchase thereunder, then Mr. Anderson and Revision are each required to grant Warren Feldman an irrevocable proxy to vote all shares of Common Stock held or owned by them. This proxy will terminate automatically upon the payment in full by Revision of the purchase price for the securities subject to purchase under the Feldman Put Agreement. In the Feldman Put Agreement, the parties also agreed to termination of all existing agreements relating to the voting of shares of the Issuer's Common Stock, including the agreement set forth in Section 3(b) of the Stock Purchase Agreement, dated December 10, 1998, among Mr. Anderson, Mr. W. Feldman, Mr. S. Feldman and Revision. A description of the terms, as well as the full text, of the Stock Purchase Agreement is set forth in Amendment No. 13 to the Schedule 13D or an exhibit thereto. In addition, under a Put Agreement dated as of September 21, 1999 between Mr. Anderson, Leon Genet ("Mr. Genet") and Revision, which Put Agreement is filed herewith as Exhibit 7.3 (the "Genet Put Agreement"), Mr. Genet and his permitted designees have the right, but not the obligation (the "Genet Put Option"), to sell and deliver up to 104,320 Common Shares to Revision at a purchase price of $16.00 per share upon the exercise of the Genet Put Option at any time during the period beginning on December 11, 1999 and ending on February 10, 2000. Neither Revision nor Mr. Anderson have any right to require any of the Common Shares subject to the Genet Put Agreement to be sold. If the Feldman Put Option and/or the Genet Put Option are exercised, Revision will fund the purchase price for the Common Shares which are the subject of the Feldman Put Agreement and the Genet Put Agreement out of cash on hand and, if necessary, out of the proceeds of a capital contribution from Gold & Appel, S.A. ITEM 4. PURPOSE OF TRANSACTION. If the Feldman Put Option and/or the Genet Put Option are exercised, Revision will acquire the above-mentioned Common Shares for investment purposes. Mr. Anderson, on behalf of Revision, may determine to purchase additional securities of the Issuer in market transactions or otherwise or to sell some or all of any of the Common Shares owned by him or Revision, at any time, in private or market transactions, depending on market conditions, an evaluation of the Issuer's business, prospects and financial condition, the market for the Common Shares, other opportunities available to him and to Revision, general economic conditions, money and stock market conditions, and other further developments. Mr. Anderson and/or Revision also may seek to effect changes in the management and/or board of directors of the Issuer, including without limitation the appointment of Mr. Anderson as a director of the Issuer. Contemporaneously with his execution of the Feldman Put Agreement, Mr. W. Feldman submitted his resignation as a director of the Company. In connection with his resignation, Revision paid Mr. W. Feldman $250,000 pursuant to a letter agreement dated September 21, 1999 between Revision and Mr. W. Feldman, which letter agreement is filed herewith as Exhibit 7.4. Except as described herein, at the present time, neither Revision nor Mr. Anderson, on behalf of Revision, has any plans or proposals which relate to or would result in: (a) The acquisition of additional securities of the Issuer, or the disposition of securities of the Issuer; Page 3 of 7 (b) An extraordinary corporate transaction, such as a merger, reorganization or liquidation involving the Issuer or any of its subsidiaries; (c) A sale or transfer of a material amount of assets of the Issuer or of any of its subsidiaries; (d) Any change in the Issuer's present board of directors or management, including any plans or proposals to change the number or term of directors or to fill any existing vacancies on the Issuer's board of directors; (e) Any material change in the present capitalization or dividend policy of the Issuer; (f) Any other material change in the Issuer's business or corporate structure; (g) Changes in the Issuer's charter or bylaws or other actions which may impede the acquisition of control of the Issuer; (h) Causing a class of securities of the Issuer to be delisted from a national securities exchange or to cease to be authorized to be quoted in an inter-dealer quotation system of a registered national securities association; (i) A class of equity securities of the Issuer becoming eligible for termination of registration pursuant to Section 12(g)(4) of the Securities Exchange Act of 1934, as amended; or (j) Any action similar to any of those enumerated above. Revision and Mr. Anderson, on behalf of Revision, may at any time and from time to time review or reconsider the position of Revision and formulate plans or proposals with respect to the Issuer and its securities, but has no current intention of doing so. ITEM 5. INTEREST IN SECURITIES OF THE ISSUER. Item 5 of the Schedule 13D is hereby amended as follows: (a) Revision and Walt Anderson, collectively, beneficially own 3,057,634 Common Shares (excluding the 1,208,137 Common Shares subject to sale to Revision upon exercise of the Feldman Put Option and the Genet Put Option), representing approximately 38.93% of the outstanding Common Shares, based on the outstanding shares as of September 14, 1999 pursuant to the Issuer's Report on Form 10-Q filed with the U.S. Securities and Exchange Commission on September 14, 1999. As described under Item 3 above, Revision has no right to acquire the Common Shares subject to the Feldman Put Agreement and the Genet Put Agreement, and therefore is not a beneficial owner thereof within the meaning of Rule 13d-3 under the Securities Exchange Act of 1934, as amended. In addition, Mr. Anderson is the President and a Director of the Foundation for International Non-Governmental Development of Space ("FINDS") which owns 94,930 Common Shares. Mr. Anderson does not control FINDS and thus disclaims beneficial ownership of the FINDS shares. Mr. Anderson directly owns 200 Common Shares or less than 0.01% of the outstanding Common Shares. Page 4 of 7 By virtue of the power-of-attorney dated January 19, 1998 and remaining in full force and until January 15, 2001, executed by Gold & Appel and appointing thereunder Mr. Anderson as Gold & Appel's attorney-in-fact (the "Power-of-Attorney"), Mr. Anderson has the authority and power in the name of and on behalf of Gold & Appel to, among other things, buy, sell and trade the Common Shares held by Gold & Appel. A copy of the Power-of-Attorney is filed as Exhibit 7.2 to the Statement on Schedule 13D filed with the U.S. Securities and Exchange Commission by Gold & Appel with respect to the common stock of Esprit Telecom Group plc on January 27, 1998, and is incorporated herein by this reference. Under the Power-of-Attorney, Mr. Anderson may be deemed the beneficial owner of the Common Shares held by Gold & Appel. Mr. Anderson, however, disclaims beneficial ownership of the Common Shares held by Gold & Appel. (b) The sole power to vote or direct the voting of and the power to dispose or direct the disposition of the 200 shares directly owned by Mr. Anderson is held by Mr. Anderson. As the Manager and holder of 100% of the voting membership interests in Revision, Mr. Anderson has the sole power to vote or direct the voting of, and to dispose of the 3,057,434 Common Shares beneficially owned by Revision. Accordingly, Mr. Anderson may be deemed to be the beneficial owner of the Revision Shares, and thereby the beneficial owner of 3,057,434 or 39.60% of the outstanding Common Shares. The number of shares beneficially owned by each of the Reporting Persons and the percentage of outstanding shares represented thereby, have been computed in accordance with Rule 13d-3 under the Securities Exchange Act of 1934, as amended. The ownership of the Reporting Persons is based on 7,854,182 outstanding Common Shares of the Issuer as of September 14, 1999, as reported in the Issuer's Quarterly Report on Form 10-Q for the quarterly period ended July 31, 1999. (c) Since the filing of Amendment No. 14, Revision and Mr. Anderson entered into the Feldman Put Agreement and the Genet Put Agreement, which obligate Revision to purchase up to 1,208,137 Common Shares upon the exercise of the put rights thereunder by and at the election of the several parties entitled to the benefit thereof, as reported in Item 3 above. (d) No person is known by Revision nor by Mr. Anderson to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the Common Shares beneficially owned by Revision or Mr. Anderson. Until the delivery of the Common Shares to Revision pursuant to the Feldman Put Agreement and the Genet Put Agreement, Mr. S. Feldman, Mr. W. Feldman, Mr. Genet and their respective designees have the sole right to receive dividends paid on the 1,208,137 Common Shares subject to such Agreements. Mr. S. Feldman, Mr. W. Feldman, Mr. Genet and their respective designees have the sole right to receive the proceeds from the sale of the shares owned by each of them and their respective designees which are subject to such Agreements. (e) Not applicable. Page 5 of 7 ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER. Item 6 is amended as follows: Except for the Power-of-Attorney, the Joint Filing Agreement attached to this Statement as Exhibit 7.1 and the Feldman Put Agreement and the Genet Put Agreement described in Item 3 above, neither Revision nor Mr. Anderson has any contract, arrangement, understanding or relationship (legal or otherwise) with any person with respect to any securities of the Issuer, including but not limited to the transfer of any of the Common Shares, beneficially owned by Revision or Mr. Anderson, finder's fees, joint ventures, guarantees of profits, division of profits or loss, or the giving or withholding of proxies. ITEM 7. MATERIALS TO BE FILED AS EXHIBITS. Exhibit 7.1 Joint Filing Agreement with respect to the joint filing of this Amendment No. 15 to Schedule 13D. Exhibit 7.2 Put Agreement dated as of September 21, 1999 between Mr. Anderson, Mr. W. Feldman, Mr. S. Feldman and Revision. Exhibit 7.3 Put Agreement dated as of September 21, 1999 between Mr. Anderson, Mr. Genet and Revision. Exhibit 7.4 Letter Agreement dated September 21, 1999 between Revision and Mr. W. Feldman. Page 6 of 7 SIGNATURES After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this Amendment No. 15 to Schedule 13D is true, complete and correct. Date: September 28, 1999 Gold & Appel Transfer, S.A., a British Virgin Islands corporation By: /s/ Walt Anderson ----------------------------------- Walt Anderson, Attorney-in-Fact for Gold & Appel Transfer, S.A. /s/ Walt Anderson -------------------------------------- Walt Anderson Page 7 of 7 EX-7.1 2 EXHIBIT 7.1 JOINT FILING AGREEMENT The undersigned hereby agree that the Amendment No. 15 to Schedule 13D to which this Joint Filing Agreement is attached as Exhibit 7.1, is filed on behalf of each of us. Date: September 28, 1999 Gold & Appel Transfer, S.A., a British Virgin Islands corporation By: /s/ Walt Anderson ------------------------------------- Walt Anderson, Attorney-in-Fact for Gold & Appel Transfer, S.A. /s/ Walt Anderson --------------------------------------- Walt Anderson EX-7.2 3 FELDMAN PUT AGREEMENT PUT AGREEMENT This PUT AGREEMENT ("Agreement") is made as of September 21, 1999 between and among WALT ANDERSON, WARREN FELDMAN, SOLOMON FELDMAN, REVISION LLC, a Delaware limited liability company ("Revision"), and TOTAL-TEL USA COMMUNICATIONS, INC., a New Jersey corporation (the "Company"). W I T N E S S E T H: WHEREAS, Walt Anderson, Warren Feldman, Solomon Feldman and Revision each is a stockholder of the Company; and WHEREAS, Warren Feldman, Solomon Feldman, Walt Anderson, and Revision each desires to enter into certain arrangements pursuant to which Warren Feldman, Solomon Feldman and one or more of their respective Designees (as defined below) will have the right (but not the obligation) to sell some or all of their shares of Common Stock of the Company ("Common Stock") not to exceed 1,103,817 shares of Common Stock in the aggregate to Revision, and Revision will be obligated to purchase such shares of Common Stock from Warren Feldman, Solomon Feldman, and their respective Designees (collectively, the "Put Holders"), on the terms and subject to the conditions set forth herein; and WHEREAS, to induce Warren Feldman to enter into the Separation Agreement (as defined below), the Company is willing to pay the related legal fees of its counsel relating to their participation in the preparation and negotiation of this Agreement. 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 sufficiency of which is hereby acknowledged, the parties hereto agree as follows: ARTICLE I DEFINED TERMS 1.1 Defined Terms. The capitalized terms contained and used in this Agreement which are defined below shall have the respective meanings ascribed to them as follows: (a) "Claims" shall have the meaning set forth in Section 5.1. (b) "Closing" shall have the meaning set forth in Section 3.1. (c) "Common Stock" shall have the meaning set forth in the recitals above. (d) "Company" shall have the meaning set forth in the recitals above. (e) "Designee" shall mean a person or entity who (i) is the record or beneficial owner of Common Stock on the date hereof; (ii) if an individual, is (A) a sibling, lineal ancestor or lineal descendant of Warren Feldman or Solomon Feldman, (B) the spouse of a sibling, lineal ancestor or lineal descendant of Warren Feldman or Solomon Feldman, or (C) the sibling (or such sibling's spouse) of the spouse of Warren Feldman or Solomon Feldman; and (iii) if a corporation, 02 limited liability company, trust or partnership, is owned or controlled by Warren Feldman or Solomon Feldman on the date hereof, and in each case has been designated by Warren Feldman or Solomon Feldman to sell shares of Common Stock pursuant to the Put Option in amounts to be determined by Warren Feldman or Solomon Feldman and set forth in the Exercise Notice. (f) "Exercise Notice" shall have the meaning set forth in Section 2.1. (g) "Exercise Period" shall mean the period beginning on December 11, 1999 and ending at 5:00 p.m. on February 10, 2000. (h) "Indemnified Liabilities" shall have the meaning set forth in Section 5.1. (i) "Indemnified Parties" shall have the meaning set forth in Section 5.1. (j) "Loss Notice" shall have the meaning set forth in Section 5.1. (k) "Put Holders" shall have the meaning set forth in the recitals above. (l) "Put Option" shall have the meaning set forth in Section 2.2. (m) "Revision" shall have the meaning set forth in the recitals above. (n) "Securities" shall have the meaning set forth in Section 2.1. (o) "Securities Act" shall have the meaning set forth in Section 4.2. (p) "Separation Agreement" shall mean that certain Separation Agreement dated as of the date hereof between Warren Feldman and the Company. (q) "Settlement Agreement" shall mean that certain Settlement Agreement among the Company, Revision and Walt Anderson dated December 10, 1998. 1.2 Rules of Construction. The words "hereby", "herein", "hereunder," and words of similar import refer to this Agreement as a whole (including any Exhibits and Schedules hereto) and not merely to the specific section, paragraph or clause in which such word appears. The definitions given for terms in this Agreement shall apply equally to both the singular and plural forms of the terms defined. Whenever the context may require, any pronoun shall include the corresponding masculine, feminine, and neuter forms. The conjunction "or" shall be understood in its inclusive sense (and/or). 03 ARTICLE II PUT OPTION 2.1 Grant of Put Option. On one occasion during the Exercise Period, each of the Put Holders shall have the right (but not the obligation) to sell to Revision, and Revision shall be obligated to purchase from each such Put Holder, up to an aggregate of 1,103,817 shares of Common Stock (the "Securities") at a purchase price of $16 per share. 2.2 Manner of Exercise. To exercise the put option set forth in Section 2.1 (the "Put Option"), Warren Feldman, acting for himself and as agent for Solomon Feldman and, if so designated, one or more of their Designees, shall deliver written notice thereof (the "Exercise Notice") to Revision at any time during the Exercise Period. Such Exercise Notice shall (a) list each Put Holder who will sell shares of Common Stock, (b) specify the number of shares to be sold by each such Put Holder, (c) provide the account information (name of bank, address of bank, ABA number and bank account number) to which the purchase price payment for such Put Holder should be wired, (d) state the aggregate purchase price for the Securities subject to the Exercise Notice and provide a breakdown of the amounts to be received by each Put Holder, and (e) specify a suggested date and time for the Closing. The Put Option shall automatically expire (to the extent then unexercised) without any further action of the parties, and no party shall have any further rights or obligations under this Agreement except as provided in Section 6.3, upon the earlier of (i) the exercise of the Put Option or (ii) the expiration of the Exercise Period without the exercise by Put Holders of their rights under the Put Option. ARTICLE III CLOSING 3.1 Closing of the Purchase. The closing of any purchase of Securities pursuant to exercise of the Put Option (the "Closing") shall be held at the offices of Swidler Berlin Shereff Friedman, LLP, 3000 K Street, N.W., Washington, D.C., on the thirtieth business day after delivery of the Exercise Notice, or on such later date as each of the conditions to Closing set forth in Section 3.2 shall have been satisfied or waived by the party entitled to the benefit thereof. 3.2 Conditions to Closing. It shall be a condition to the obligations of the parties to purchase and sell Securities following the delivery of the Exercise Notice that: (a) Any waiting period (and any extension thereof) under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, applicable to the purchase by Revision of the Securities shall have expired or been terminated; (b) The representations and warranties of the parties contained in this Agreement shall have been true and complete when made, and shall be true and complete on and as of the date of the Closing as though such representations and warranties were made at and as of such date, except as otherwise expressly contemplated herein; and 04 (c) Each of the parties to the Separation Agreement shall have duly performed and complied in all material respects with all agreements, covenants and conditions required to be performed or complied with by it under such Separation Agreement. 3.3 Deliveries at Closing. At the Closing: (a) Each Put Holder listed in the Exercise Notice shall deliver to Revision one or more certificates representing the Securities duly endorsed in blank or with stock power attached and signatures guaranteed; (b) Each Put Holder listed in the Exercise Notice shall deliver to Revision a signed statement, dated as of the date of the Closing, pursuant to which such Put Holder represents and warrants to Revision that (i) such Put Holder is the sole beneficial and record owner of all right, title, and interest in and to the shares of Common Stock to be sold to Revision by the Put Holder, (ii) such shares of Common Stock are free and clear of any security interest, claims, liens, pledges, options, encumbrances, charges, agreements, voting trusts, proxies, preemptive rights, or rights of first refusal or other arrangements, restrictions, or legal or equitable limitations of any kind, and (iii) upon the delivery of the stock certificates at the Closing, such Put Holder will transfer good, valid, and marketable title to the shares of Common Stock to Revision, free and clear of any security interests, claims, liens, pledges, options, encumbrances, charges, agreements (other than those created by the Settlement Agreement), voting trusts, proxies, preemptive rights or rights of first refusal or other arrangements, restrictions or legal or equitable limitations of any kind; and (c) Revision simultaneously shall pay to each Put Holder listed in the Exercise Notice the purchase price specified in such Exercise Notice in immediately-available funds by wire transfer to the account or accounts specified in the Exercise Notice. 3.4 Inability to Complete Purchase. (a) If, at the time of the Closing, Revision is unable or unwilling to pay any Put Holder the full purchase price for the Securities subject to purchase from such Put Holder in accordance herewith for any reason (other than as a consequence of the failure by such Put Holder to satisfy the conditions precedent specified in Section 3.2), then, in addition to their other remedies, (i) any Put Holder may elect to rescind the sale and retain the Securities specified in the Exercise Notice; and (ii) Walt Anderson and Revision shall each grant Warren Feldman an irrevocable proxy to vote all shares of Common Stock held or owned by Walt Anderson and/or Revision or standing in the name of Walt Anderson and/or Revision (the "Proxy Stock"), which proxy shall include, without limitation, the right to attend all meeting of stockholders of the Company and then and there vote all such shares of Proxy Stock for the transaction of any and all business that may come before such meetings and any adjournments thereof, and the right to represent and to vote all shares of Proxy Stock according to the number of votes that Walt Anderson and/or Revision would be entitled to cast if personally present. (b) The proxy set forth in this Section 3.4 shall terminate automatically upon the payment in full by Revision of the purchase price for the Securities subject to purchase from each Put Holder in accordance herewith. 05 ARTICLE IV REPRESENTATIONS AND WARRANTIES 4.1 Certain Representations and Warranties by the Feldmans. (a) Each of Warren Feldman and Solomon Feldman represents and warrants, severally and not jointly, as of the date hereof and again on the date of such Closing, that (i) this Agreement has been duly executed and delivered by him and constitutes his legal, valid, and binding obligation, enforceable against him in accordance with its terms, (ii) subject to the satisfaction of the condition set forth in Section 3.2(a), the execution, delivery, and performance by him of this Agreement will not violate any order, writ, injunction, decree, statute, rule, or regulation applicable to him, (iii) that each Put Holder will be the sole beneficial and record owner of all right, title, and interest in and to number of shares of Common Stock specified in any Exercise Notice executed by such Put Holder, and (iv) upon the delivery of the stock certificates at the Closing, each Put Holder will transfer good, valid, and marketable title to such shares of Common Stock to Revision, free and clear of any security interests, claims, liens, pledges, options, encumbrances, charges, agreements, voting trusts, proxies, preemptive rights or rights of first refusal, or other arrangements, restrictions, or legal or equitable limitations of any kind. (b) Warren Feldman represents and warrants, as of the date hereof and again on the date of the Closing, that he and his Designees are the sole beneficial or record owners of all right, title, and interest in and to 855,879 shares of Common Stock, including 120,222 shares of Common Stock issuable upon exercise of vested but unexercised options to purchase shares of Common Stock. (c) Solomon Feldman represents and warrants, as of the date hereof and again on the date of the Closing, that he and his Designees are the sole beneficial or record owners of all right, title, and interest in and to 247,938 shares of Common Stock. 4.2 Certain Representations and Warranties by Revision and Walt Anderson. (a) Revision represents and warrants, as of the date hereof and again on the date of the Closing, that (i) the execution, delivery, and performance by Revision of this Agreement has been duly authorized by all action required by law, its certificate of formation, and operating agreement, (ii) this Agreement has been duly executed and delivered by Revision and constitutes a legal, valid, and binding obligation of Revision, enforceable against it in accordance with its terms, (iii) the execution, delivery, and performance by Revision of this Agreement will not conflict with or result in any breach of any provision of the certificate of formation and operating agreement of Revision, (iv) the execution, delivery, and performance by Revision of this Agreement will not result in a violation or breach of, or constitute (with or without due notice or lapse of time or both) a default (or give rise to any right of termination, amendment, cancellation, or acceleration) under, any of the terms, conditions, or provisions of any note, bond, mortgage, indenture, lease, license, contract, agreement, or other instrument or obligation to which Revision is a party or by which any of its assets or properties may be bound, (v) subject to the satisfaction of the condition set forth in Section 3.2(a), the execution, delivery, and performance by Revision of this Agreement will not violate any order, writ, injunction, 05 decree, statute, rule, or regulation applicable to Revision or any of its properties or assets, (vi) upon exercise of the Put Option, Revision will acquire the Securities for its own account for investment and not with a view to, or for sale in connection with, any public distribution thereof in violation of the Securities Act of 1933, as amended (the "Securities Act"), (vii) Revision is an Accredited Investor within the meaning ascribed to such term under Regulation D of the rules and regulations promulgated under the Securities Act, (viii) all shares of Common Stock owned by Revision are owned free and clear of any voting trusts, proxies, preemptive rights or rights of first refusal (except as provided in Section 3.4), and (ix) the net liquidation value of Revision's assets is in excess of $20,000,000. (b) Walt Anderson represents and warrants, as of the date hereof and again on the date of the Closing, that (i) he has full authority to execute and deliver this Agreement on his own behalf and on behalf of Revision, (ii) this Agreement has been duly executed and delivered by him and constitutes his legal, valid and binding obligation, enforceable against him in accordance with its terms, and (iii) subject to the provisions of Section 3.2(a), the execution, delivery, and performance by him of this Agreement will not violate any order, writ, injunction, decree, statute, rule, or regulation applicable to him. ARTICLE V COVENANTS AND UNDERTAKINGS 5.1 Indemnification. (a) Revision shall indemnify, defend, and hold harmless Warren Feldman, Solomon Feldman, and each of their respective Designees (the "Indemnified Parties") against all losses, claims, damages, costs, expenses, liabilities, or judgments or amounts (including reasonable attorneys' fees) that are suffered or incurred by them in connection with any claim, action, suit, proceeding, or investigation resulting from the purchase of shares of Common Stock by Revision pursuant to this Agreement and the other transactions contemplated herein and in the Separation Agreement except to the extent that the same shall result from the gross negligence or intentional misconduct of any Indemnified Party or from the breach by any Indemnified Party of any of its representations, warranties, or covenants hereunder (collectively, the "Indemnified Liabilities"). (b) If an Indemnified Party desires to claim indemnification pursuant to this Agreement, upon learning of any such claim, action, suit, proceeding, or investigation (collectively, "Claims"), he shall as promptly as practicable notify Revision by written notice (a "Loss Notice") (but the failure so to notify Revision shall not relieve it from any liability which it may have under this Agreement except to the extent such failure prejudices Revision). Revision shall have the option (i) to conduct any proceedings or negotiations in connection with any such Claims, (ii) to take all other steps to settle or defend any such Claim (provided that Revision shall not settle any such Claim without the written consent of the Indemnified Parties, which consent shall not be unreasonably withheld), and (iii) to employ counsel chosen by the Indemnified Parties (but reasonably acceptable to Revision) to contest any such Claim in the name of the Indemnified Parties or otherwise. In the event that a settlement entails only the payment of money damages and includes the full and final release of all Claims against all Indemnified Parties, no consent of the Indemnified Parties shall be required for such settlement. 06 In the event that a settlement entails only the payment of money damages by an Indemnified Party, no consent of the Indemnified Parties shall be required for settlement; provided that at the request of an Indemnified Party within five days of notice to such Indemnified Party of a proposed cash settlement, Revision shall pay the amount of the cash settlement to the Indemnified Party which payment shall fully and finally discharge all obligations of Revision hereunder with respect to the Indemnified Liabilities. In any event, an Indemnified Party shall be entitled to participate at his own expense and by his own counsel in any proceedings relating to any Claim. (c) Revision shall, within twenty (20) days of receipt of the Loss Notice, notify the Indemnified Parties of its intention to assume the defense of such Claim. If (i) Revision shall decline to assume the defense of any such Claim, (ii) Revision shall fail to notify the Indemnified Parties within twenty (20) days after receipt of the Loss Notice of Revision's election to defend such Claim, or (iii) the Indemnified Parties shall have reasonably concluded that there may be defenses available to them which are different from or in addition to those available to Revision or a conflict exists between Revision, on the one hand, and the Indemnified Parties, on the other hand (in which case Revision shall not have the right to direct the defense of such action on behalf of the Indemnified Parties), the Indemnified Parties shall defend against such Claim. The indemnification under this Agreement shall only be available for a Claim or proceeding against the Indemnified Parties to the extent that indemnification from the Company under any applicable director and officer indemnification policies provided by the Company is insufficient or unavailable. (d) The indemnification obligations of Revision hereunder shall apply only to Indemnified Liabilities arising from Claims as to which notice has been provided to Revision by the Indemnified Parties within sixty (60) days of receipt of such notice by the Indemnified Parties. 5.2 Other Covenants and Undertakings. (a) Following the exercise of the Put Option, each party will use his or its commercially reasonable efforts to obtain satisfaction of the conditions set forth in Section 3.2. (b) In the period beginning on the date hereof and ending on the earlier of (i) the date all of the Securities owned by Warren Feldman, Solomon Feldman and their Designees are acquired by Revision, or (ii) the date of expiration of the Exercise Period, Revision shall not sell, pledge, mortgage, encumber, or otherwise dispose of any shares of the Company's Common Stock. (c) Walt Anderson shall cause Revision to perform and comply in all material respects with all agreements, covenants, and conditions required to be performed or complied with by it under this Agreement. (d) At all times beginning on the date hereof and ending on the earlier of (i) the date all of the shares of Common Stock owned by Warren Feldman, Solomon Feldman and their Designees are acquired by Revision, or (ii) the date of expiration of the Exercise Period, Revision shall maintain the net liquidation value of its assets at or above $20,000,000. In the 07 event that the net liquidation value of Revision's assets declines below $20,000,000, Revision shall, within twenty-four (24) hours, so notify Warren Feldman in writing. (e) The parties hereby terminate each and every existing agreement between or among the parties hereto relating to the voting of shares of the Company's Common Stock, including without limitation the agreement set forth in Section 3(b) of that certain Stock Purchase Agreement dated December 10, 1998 among Walt Anderson, Warren Feldman, Solomon Feldman and Revision (but excluding the voting agreements contained in Section 3.4 hereof). ARTICLE VI GENERAL MATTERS 6.1 Notice. All communications provided for hereunder shall be sent in writing and mailed by first class mail, return receipt requested, or sent by overnight courier, or sent by facsimile transmission to the address stated below or to such changed address as the addressee may have been given by similar notice: (a) If to Warren Feldman and/or Solomon Feldman: 102 West Hill Road Woodcliff Lake, New Jersey 07675 Attn: Warren Feldman Facsimile No.: (201) 573-0875 With a copy to: 1500 Palisade Avenue Apt. 17A Fort Lee, NJ 07024 Attn: Solomon Feldman (b) If to Revision or Walt Anderson: Walt Anderson c/o Gold & Appel Transfer, S.A. 1023 31st Street, 4th Floor Washington, D.C. 20007 Facsimile No.: (202)736-5065 With a copy to: Swidler Berlin Shereff Friedman, LLP 3000 K Street, N.W., Suite 300 Washington, D.C. 20007 Attn: Sean P. McGuinness Facsimile No. (202) 424-7643 08 Any such notice shall be deemed received, if mailed, five days after mailing, one day after sending by overnight courier, or upon confirmation of transmission if sent by facsimile transmission. 6.2 Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of New Jersey, without giving effect to its principles or rules of conflict of laws to the extent such principles or rules would require or permit the application of the laws of another jurisdiction. 6.3 Expenses. All costs and expenses incurred in connection with this Agreement and the transactions contemplated hereby shall be borne by the party incurring such expenses; provided, however, that the Company shall pay fees and expenses of Covington & Burling, its counsel, incurred in connection with the preparation of this Agreement. 6.4 No Third-Party Beneficiaries. Nothing in this Agreement shall be construed as giving any person or entity, other than the parties hereto, the Designees and their successors and permitted assigns, any right, remedy, or claim under or in respect of this Agreement or any provision hereof, except as expressly provided herein. 6.5 Successors and Assigns; Severability. This Agreement shall be binding upon the respective successors, heirs, trustees and permitted assigns of the parties hereto. This Agreement shall not be assignable or otherwise transferable by any party without the prior written consent of the other parties and any attempt to so assign or transfer this Agreement without such consent shall be void and of no effect. If any provision of this Agreement is held to be unenforceable for any reason, it shall be adjusted rather than voided, if possible, in order to achieve the intent of the parties to this Agreement to the extent possible. 6.6 Counterparts; Amendments; Entire Agreement, Etc. This Agreement and any amendments hereto may be executed in one or more counterparts, each of which shall be an original, but all of which together shall constitute one instrument. This Agreement may be changed, modified, amended or supplemented only by written instrument signed by the parties hereto. No provision of this Agreement may be waived orally, but only by a written instrument signed by the party against whom enforcement of such waiver is sought. The headings in this Agreement are inserted for convenience only and shall not constitute a part hereof. This Agreement constitutes the entire agreement and understanding of the parties with respect to its subject matter and supersedes all oral communications and prior writings with respect thereto. 6.7 Termination Upon Rejection of Separation Agreement. Notwithstanding any provision hereof to the contrary, if Warren Feldman shall revoke the Separation Agreement pursuant to Section 10(h) thereof, this Agreement shall thereupon terminate and shall be void and of no force and effect. 09 IN WITNESS WHEREOF, this Put Agreement has been executed and delivered by the parties hereto on the date first above written. REVISION LLC By: /s/ Walt Anderson --------------------------- Name: Walt Anderson Title: Manager /s/ Walt Anderson ------------------------------ Walt Anderson _______________________________ /s/ Warren Feldman ------------------------------ Warren Feldman _______________________________ /s/ Solomon Feldman ------------------------------ Solomon Feldman TOTAL-TEL USA COMMUNICATIONS, INC. By: /s/ Dennis Spina -------------------------------------- Name: Dennis Spina Title: President & Chief Executive Officer EX-7.3 4 GENET PUT AGREEMENT PUT AGREEMENT This PUT AGREEMENT ("Agreement") is made as of September 21, 1999 between and among LEON GENET, WALT ANDERSON, REVISION LLC, a Delaware limited liability company ("Revision") and TOTAL-TEL USA COMMUNICATIONS, INC., a New Jersey corporation (the "Company"). W I T N E S S E T H: WHEREAS, Leon Genet, Walt Anderson and Revision each is a stockholder of the Company; and WHEREAS, Leon Genet, Walt Anderson and Revision each desires to enter into certain arrangements pursuant to which Leon Genet and one or more of his Designees (as defined below) will have the right (but not the obligation) to sell some or all of their shares of Common Stock of the Company ("Common Stock") not to exceed 104,320 shares of Common Stock in the aggregate to Revision, and Revision will be obligated to purchase such shares of Common Stock from Leon Genet and his Designees (collectively, the "Put Holders"), on the terms and subject to the conditions set forth herein. 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 sufficiency of which is hereby acknowledged, the parties hereto agree as follows: ARTICLE I DEFINED TERMS 1.1 Defined Terms. The capitalized terms contained and used in this Agreement which are defined below shall have the respective meanings ascribed to them as follows: (a) "Claims" shall have the meaning set forth in Section 5.1. (b) "Closing" shall have the meaning set forth in Section 3.1. (c) "Common Stock" shall have the meaning set forth in the recitals above. (d) "Company" shall have the meaning set forth in the recitals above. (e) "Designee" shall mean a person or entity who (i) is the record or beneficial owner of Common Stock on the date hereof, (ii) if an individual, is a sibling, lineal ancestor or lineal descendant of Leon Genet, or the spouse of a sibling, lineal ancestor or lineal descendant of Leon Genet, and (iii) if a corporation, limited liability company or partnership, is owned or controlled by Leon Genet on the date hereof, and in each case has been designated by Leon Genet to sell shares of Common Stock pursuant to the Put Option in amounts to be determined by Leon Genet and set forth in the Exercise Notice. (f) "Exercise Notice" shall have the meaning set forth in Section 2.1. 02 (g) "Exercise Period" shall mean the period beginning on December 11, 1999 and ending at 5:00 p.m. on February 10, 2000. (h) "Indemnified Liabilities" shall have the meaning set forth in Section 5.1. (i) "Indemnified Parties" shall have the meaning set forth in Section 5.1. (j) "Loss Notice" shall have the meaning set forth in Section 5.1. (k) "Put Holders" shall have the meaning set forth in the recitals above. (l) "Put Option" shall have the meaning set forth in Section 2.2. (m) "Revision" shall have the meaning set forth in the recitals above. (n) "Securities" shall have the meaning set forth in Section 2.1. (o) "Securities Act" shall have the meaning set forth in Section 4.2. 1.2 Rules of Construction. The words "hereby", "herein", "hereunder," and words of similar import refer to this Agreement as a whole (including any Exhibits and Schedules hereto) and not merely to the specific section, paragraph or clause in which such word appears. The definitions given for terms in this Agreement shall apply equally to both the singular and plural forms of the terms defined. Whenever the context may require, any pronoun shall include the corresponding masculine, feminine, and neuter forms. The conjunction "or" shall be understood in its inclusive sense (and/or). ARTICLE II PUT OPTION 2.1 Grant of Put Option. On one occasion during the Exercise Period, each of the Put Holders shall have the right (but not the obligation) to sell to Revision, and Revision shall be obligated to purchase from each such Put Holder, up to an aggregate of 104,320 shares of Common Stock, (the "Securities") at a purchase price of $16 per share. 2.2 Manner of Exercise. To exercise the put option set forth in Section 2.1(the "Put Option"), Leon Genet, acting for himself and as agent for one or more of his Designees, shall deliver written notice thereof (the "Exercise Notice") to Revision at any time during the Exercise Period. Such Exercise Notice shall (a) list each Put Holder who will sell shares of Common Stock, (b) specify the number of shares to be sold by each such Put Holder, (c) provide the account information (name of bank, address of bank, ABA number and bank account number) to which the purchase price payment for such Put Holder should be wired, (d) state the aggregate purchase price for the Securities subject to the Exercise Notice and provide a breakdown of the amounts to be received by each Put Holder, and (e) specify a suggested date and time for the Closing. The Put Option shall automatically expire (to the extent then unexercised) without any further action of the parties, and no party shall have any further rights or obligations under this Agreement except as provided in Section 6.3, upon the earlier of (i) the exercise of the Put 03 Option or (ii) the expiration of the Exercise Period without the exercise by Put Holders of their rights under the Put Option. ARTICLE III CLOSING 3.1 Closing of the Purchase. The closing of any purchase of Securities pursuant to exercise of the Put Option (the "Closing") shall be held at the offices of Swidler Berlin Shereff Friedman, LLP, 3000 K Street, N.W., Washington, D.C., on the thirtieth business day after delivery of the Exercise Notice, or on such later date as each of the conditions to Closing set forth in Section 3.2 shall have been satisfied or waived by the party entitled to the benefit thereof. 3.2 Conditions to Closing. It shall be a condition to the obligations of the parties to purchase and sell Securities following the delivery of the Exercise Notice that: (a) Any waiting period (and any extension thereof) under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, applicable to the purchase by Revision of the Securities shall have expired or been terminated; and (b) The representations and warranties of the parties contained in this Agreement shall have been true and complete when made, and shall be true and complete on and as of the date of the Closing as though such representations and warranties were made at and as of such date, except as otherwise expressly contemplated herein. 3.3 Deliveries at Closing. At the Closing: (a) Each Put Holder listed in the Exercise Notice shall deliver to Revision one or more certificates representing the Securities duly endorsed in blank or with stock power attached and signatures guaranteed; and (b) Each Put Holder listed in the Exercise Notice shall deliver to Revision a signed statement, dated as of the date of the Closing, pursuant to which such Put Holder represents and warrants to Revision that (i) such Put Holder is the sole beneficial and record owner of all right, title and interest in and to the shares of Common Stock to be sold to Revision by the Put Holder, (ii) such shares of Common Stock are free and clear of any security interest, claims, liens, pledges, options, encumbrances, charges, agreements, voting trusts, proxies, preemptive rights or rights of first refusal or other arrangements, restrictions or legal or equitable limitations of any kind, and (iii) upon the delivery of the stock certificates at the Closing, such Put Holder will transfer good, valid and marketable title to the shares of Common Stock to Revision, free and clear of any security interests, claims, liens, pledges, options, encumbrances, charges, agreements, voting trusts, proxies, preemptive rights or rights of first refusal or other arrangements, restrictions or legal or equitable limitations of any kind; and (c) Revision simultaneously shall pay to each Put Holder listed in the Exercise Notice the purchase price specified in such Exercise Notice in immediately-available funds by wire transfer to the account or accounts specified in the Exercise Notice. 04 ARTICLE IV REPRESENTATIONS AND WARRANTIES 4.1 Certain Representations and Warranties by Leon Genet. (a) Leon Genet represents and warrants as of the date hereof and again on the date of the Closing, that (i) this Agreement has been duly executed and delivered by him and constitutes his legal, valid and binding obligation, enforceable against him in accordance with its terms, (ii) subject to the satisfaction of the conditions set forth in Section 3.2(a), the execution, delivery, and performance by him of this Agreement will not violate any order, writ, injunction, decree, statute, rule, or regulation applicable to him, (iii) that each Put Holder will be the sole beneficial and record owner of all right, title, and interest in and to number of shares of Common Stock specified in the Exercise Notice executed by such Put Holder, and (iv) upon the delivery of the stock certificates at the Closing, each Put Holder will transfer good, valid, and marketable title to such shares of Common Stock to Revision, free and clear of any security interests, claims, liens, pledges, options, encumbrances, charges, agreements, voting trusts, proxies, preemptive rights or rights of first refusal, or other arrangements, restrictions, or legal or equitable limitations of any kind. (b) Leon Genet represents and warrants as of the date hereof and again on the date of the Closing, that he and his Designees are the sole beneficial and record owners of all right, title and interest in and to 104,320 shares of Common Stock. 4.2 Certain Representations and Warranties by Revision and Walt Anderson. (a) Revision represents and warrants, as of the date hereof and again on the date of the Closing, that (i) the execution, delivery and performance by Revision of this Agreement has been duly authorized by all action required by law, its certificate of formation, and operating agreement, (ii) this Agreement has been duly executed and delivered by Revision and constitutes a legal, valid, and binding obligation of Revision, enforceable against it in accordance with its terms, (iii) the execution, delivery, and performance by Revision of this Agreement will not conflict with or result in any breach of any provision of the certificate of formation and operating agreement of Revision, (iv) the execution, delivery, and performance by Revision of this Agreement will not result in a violation or breach of, or constitute (with or without due notice or lapse of time or both) a default (or give rise to any right of termination, amendment, cancellation, or acceleration) under, any of the terms, conditions, or provisions of any note, bond, mortgage, indenture, lease, license, contract, agreement, or other instrument or obligation to which Revision is a party or by which any of its assets or properties may be bound, (v) subject to the satisfaction of the condition set forth in Section 3.2(a), the execution, delivery, and performance by Revision of this Agreement will not violate any order, writ, injunction, decree, statute, rule, or regulation applicable to Revision or any of its properties or assets, (vi) upon exercise of the Put Option, Revision will acquire the Securities for its own account for investment and not with a view to, or for sale in connection with, any public distribution thereof in violation of the Securities Act of 1933, as amended (the "Securities Act"), (vii) Revision is an Accredited Investor within the meaning ascribed to such term under Regulation D of the rules and regulations promulgated under the Securities Act, (viii) all shares of Common Stock owned 05 by Revision are owned free and clear of any voting trusts, proxies, preemptive rights or rights of first refusal (except as provided in Section 3.4 of the Put Agreement of even date herewith among Walt Anderson, Warren Feldman, Solomon Feldman, Revision and Total-Tel), and (ix) the net liquidation value of Revision's assets is in excess of $20,000,000. (c) Walt Anderson represents and warrants, as of the date hereof and again on the date of the Closing, that (i) he has full authority to execute and deliver this Agreement on his own behalf and on behalf of Revision, (ii) this Agreement has been duly executed and delivered by him and constitutes his legal, valid and binding obligation, enforceable against him in accordance with its terms, (iii) subject to the provisions of Section 3.2(a), the execution, delivery, and performance by him of this Agreement will not violate any order, writ, injunction, decree, statute, rule, or regulation applicable to him. ARTICLE V COVENANTS AND UNDERTAKINGS 5.1 Indemnification. (a) Revision shall indemnify, defend, and hold harmless Leon Genet and each of his Designees (the "Indemnified Parties") against all losses, claims, damages, costs, expenses, liabilities, or judgments or amounts (including reasonable attorneys' fees) that are suffered or incurred by them in connection with any claim, action, suit, proceeding, or investigation resulting from the purchase of shares of Common Stock by Revision pursuant to this Agreement and the other transactions contemplated herein except to the extent that the same shall result from the gross negligence or intentional misconduct of any Indemnified Party or from the breach by an Indemnified Party of any of its representations, warranties, or covenants hereunder (the "Indemnified Liabilities"). (b) If an Indemnified Party desires to claim indemnification pursuant to this Agreement, upon learning of any such claim, action, suit, proceeding, or investigation (collectively, "Claims"), he shall as promptly as practicable notify Revision by written notice (a "Loss Notice") (but the failure so to notify Revision shall not relieve it from any liability which it may have under this Agreement except to the extent such failure prejudices Revision). Revision shall have the option (i) to conduct any proceedings or negotiations in connection with any such Claims, (ii) to take all other steps to settle or defend any such Claim (provided that Revision shall not settle any such Claim without the written consent of the Indemnified Parties, which consent shall not be unreasonably withheld), and (iii) to employ counsel chosen by the Indemnified Parties (but reasonably acceptable to Revision) to contest any such Claim in the name of the Indemnified Parties or otherwise. In the event that a settlement entails only the payment of money damages and includes the full and final release of all Claims against all Indemnified Parties, no consent of the Indemnified Parties shall be required for such settlement. In the event that a settlement entails only the payment of money damages by an Indemnified Party, no consent of the Indemnified Parties shall be required for settlement; provided that at the request of an Indemnified Party within five days of notice to such Indemnified Party of a proposed cash settlement, Revision shall pay the amount of the cash settlement to the Indemnified Party which payment shall fully and finally discharge all obligations of Revision hereunder with respect to the Indemnified Liabilities. 06 In any event, an Indemnified Party shall be entitled to participate at his own expense and by his own counsel in any proceedings relating to any Claim. (c) Revision shall, within twenty (20) days of receipt of the Loss Notice, notify the Indemnified Parties of its intention to assume the defense of such Claim. If (i) Revision shall decline to assume the defense of any such Claim, (ii) Revision shall fail to notify the Indemnified Parties within twenty (20) days after receipt of the Loss Notice of Revision's election to defend such Claim, or (iii) the Indemnified Parties shall have reasonably concluded that there may be defenses available to them which are different from or in addition to those available to Revision or a conflict exists between Revision, on the one hand, and the Indemnified Parties, on the other hand (in which case Revision shall not have the right to direct the defense of such action on behalf of the Indemnified Parties), the Indemnified Parties shall defend against such Claim. The indemnification under this Agreement shall only be available for a Claim or proceeding against the Indemnified Parties to the extent that indemnification from the Company under any applicable director and officer indemnification policies provided by the Company is insufficient or unavailable. (d) The indemnification obligations of Revision hereunder shall apply only to Indemnified Liabilities arising from Claims as to which notice has been provided to Revision by the Indemnified Parties within sixty (60) days of receipt of such notice by the Indemnified Parties. 5.2 Other Covenants and Undertakings. (a) Following the exercise of the Put Option, each party will use his or its commercially reasonable efforts to obtain satisfaction of the conditions set forth in Section 3.2. (b) In the period beginning on the date hereof and ending on the earlier of (i) the date all of the shares of Common Stock owned by Leon Genet and his Designees are acquired by Revision, or (ii) the date of expiration of the Exercise Period, Revision shall not sell, pledge, mortgage, encumber, or otherwise dispose of any shares of the Company's Common Stock. (c) Walt Anderson shall cause Revision to perform and comply in all material respects with all agreements, covenants, and conditions required to be performed or complied with by it under this Agreement. (d) At all times beginning on the date hereof and ending on the earlier of (i) the date all of the shares of Common Stock owned by Leon Genet and his Designees are acquired by Revision, or (ii) the date of expiration of the Exercise Period, Revision shall maintain the net liquidation value of its assets at or above $20,000,000. In the event that the net liquidation value of Revision's assets declines below $20,000,000, Revision shall, within twenty- four (24) hours, so notify Leon Genet in writing. (e) On the day that is the earlier of (i) the date all of the shares of Common Stock owned by Leon Genet are acquired by Revision, or (ii) the date of expiration of the Exercise Period, Leon Genet shall submit a letter to the Secretary of the Company and thereby resign from the Board of Directors of the Company, such resignation to be effective at 5:00 p.m. on the first business day following receipt thereof. 07 ARTICLE VI GENERAL MATTERS 6.1 Notice. All communications provided for hereunder shall be sent in writing and mailed by first class mail, return receipt requested, or sent by overnight courier, or sent by facsimile transmission to the address stated below or to such changed address as the addressee may have been given by similar notice: (a) If to Leon Genet: 30 Farmstead Road Short Hills, NJ 07078 Attn: Leon Genet (b) If to Revision or Walt Anderson: c/o Gold & Appel Transfer, S.A. 1023 31st Street, 4th Floor Washington, D.C. 20007 Attn: Walt Anderson Facsimile No.: (202)736-5065 With a copy to: Swidler Berlin Shereff Friedman, LLP 3000 K Street, N.W., Suite 300 Washington, D.C. 20007 Attn: Sean P. McGuinness Facsimile No.: (202) 424-7643 Any such notice shall be deemed received, if mailed, five days after mailing, one day after sending by overnight courier, or upon confirmation of transmission if sent by facsimile transmission. 6.2 Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of New Jersey, without giving effect to its principles or rules of conflict of laws to the extent such principles or rules would require or permit the application of the laws of another jurisdiction. 6.3 Expenses. All costs and expenses incurred in connection with this Agreement and the transactions contemplated hereby shall be borne by the party incurring such expenses; provided, however, that the Company shall pay fees and expenses of Covington & Burling, its counsel, incurred in connection with the preparation of this Agreement. 08 6.4 No Third-Party Beneficiaries. Nothing in this Agreement shall be construed as giving any person or entity, other than the parties hereto, the Designees and their successors and permitted assigns, any right, remedy, or claim under or in respect of this Agreement or any provision hereof, except as expressly provided herein. 6.5 Successors and Assigns; Severability. This Agreement shall be binding upon the respective successors, heirs, trustees and permitted assigns of the parties hereto. This Agreement shall not be assignable or otherwise transferable by any party without the prior written consent of the other parties and any attempt to so assign or transfer this Agreement without such consent shall be void and of no effect. If any provision of this Agreement is held to be unenforceable for any reason, it shall be adjusted rather than voided, if possible, in order to achieve the intent of the parties to this Agreement to the extent possible. 6.6 Counterparts; Amendments; Entire Agreement, Etc. This Agreement and any amendments hereto may be executed in one or more counterparts, each of which shall be an original, but all of which together shall constitute one instrument. This Agreement may be changed, modified, amended or supplemented only by written instrument signed by the parties hereto. No provision of this Agreement may be waived orally, but only by a written instrument signed by the party against whom enforcement of such waiver is sought. The headings in this Agreement are inserted for convenience only and shall not constitute a part hereof. This Agreement constitutes the entire agreement and understanding of the parties with respect to its subject matter and supersedes all oral communications and prior writings with respect thereto. [END OF TEXT; SIGNATURE PAGE FOLLOWS] 09 IN WITNESS WHEREOF, this Put Agreement has been executed and delivered by the parties hereto on the date first above written. REVISION LLC By: /s/ Walt Anderson --------------------------- Name: Walt Anderson Title: Manager /s/ Walt Anderson ------------------------------- Walt Anderson /s/ Leon Genet ------------------------------- Leon Genet TOTAL-TEL USA COMMUNICATIONS, INC. By: /s/ Dennis Spina ------------------------------- Name: Dennis Spina Title: President & Chief Executive Officer EX-7.4 5 LETTER AGREEMENT DATED SEPTEMBER 21, 1999 REVISION, LLC September 21, 1999 Warren Feldman, Esq. 102 West Hill Road Woodcliff Lake, New Jersey 07675 Re: Separation Agreement Dear Warren: Reference is made to that certain Separation Agreement (the "Separation Agreement") between you and Total-Tel USA Communications, Inc. (the "Company") dated as of the date hereof and to that certain Put Agreement (the "Put Agreement") among you, Solomon Feldman, Revision LLC and the Company dated as of the date hereof. Capitalized terms used herein without definition shall have the meanings ascribed to them in the Separation Agreement. In order to induce you to enter into the Separation Agreement and the Put Agreement, and for other good and valuable consideration the receipt and sufficiency of which is hereby acknowledged, Revision LLC hereby irrevocably agrees to pay you the sum of $250,000, which amount shall be payable promptly (but in any event not later than three (3) business days) following the execution and delivery the Separation Agreement. The provisions of Section 10 of the Separation Agreement shall apply to this letter agreement, mutatis mutandis. If the foregoing accurately reflects our understanding on this matter, please so indicate by acknowledging where indicated below and returning a countersigned copy of this letter to us. Very truly yours, /s/ Walt Anderson Walt Anderson Manager ACKNOWLEDGED AND AGREED: /s/ Warren Feldman - --------------------- Warren Feldman -----END PRIVACY-ENHANCED MESSAGE-----