March 1, 1997
▇▇▇▇▇ ▇. ▇▇▇▇
National Telecom USA, Inc.
▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇
Dear ▇▇. ▇▇▇▇:
Reference is made to that certain Renewal and Modification Agreement dated as of
February 28, 1997 (the "Renewal Agreement") by and between American Network
Exchange, Inc. ("AMNEX") and National Telecom USA, Inc. ("NTI"), pursuant to
which, among other things, AMNEX, Inc., the parent company of AMNEX, agreed to
issue and deliver to NTI or ▇▇▇▇▇ ▇. ▇▇▇▇, its sole shareholder, or to their
designees, a total of 346,154 shares of the Common Stock of AMNEX, Inc., in
accordance with the terms and provisions of the Renewal Agreement. Such number
of shares was calculated based upon the average closing selling price for the
AMNEX, Inc. Common Stock during the eighty two (82) day period ending on
February 28, 1997, which average price was $3.25 per share.
It is acknowledged and agreed that, in lieu of issuing and delivering such
346,154 shares to NTI or ▇▇▇▇▇ ▇. ▇▇▇▇ or their designees, as aforesaid, NTI or
▇▇▇▇▇ ▇. ▇▇▇▇ shall be entitled to receive the sum of one million one hundred
twenty five thousand dollars ($1,125,000), which sum shall be wire transferred
by AMNEX to a depository designated in writing by NTI or ▇▇▇▇▇ ▇. ▇▇▇▇, in whole
or part, as hereinafter provided, on the earlier to occur of (i) March 31, 1997;
or (ii) the third business day following the date that AMNEX receives written
notification from NTI, ▇▇▇▇▇ ▇. ▇▇▇▇ or a broker dealer on their behalf, that
any of them has purchased shares of the AMNEX, Inc. Common Stock in the open
market (the "Settlement Date"). It is understood and agreed that the entire
$1,125,000 may be utilized on one occasion to purchase such shares, or portions
of such sum may be utilized on various occasions to purchase groupings of such
shares. If the latter approach is employed, AMNEX shall only be obligated to
wire transfer such portion of the $1,125,000 as shall be necessary to satisfy
the purchase of such shares being made on the relevant Settlement Date. In all
cases, the form of instruction letter attached hereto as Exhibit A shall be
transmitted to broker dealers purchasing such shares on NTI's or ▇▇▇▇▇ ▇. ▇▇▇▇'▇
behalf.
In the event that, on or before March 31, 1997, (i) the entire sum of $1,125,000
shall have been utilized to purchase shares of AMNEX, Inc. Common Stock in the
open market; (ii) all such shares shall have been purchased on NTI's or ▇▇▇▇▇ ▇.
▇▇▇▇'▇ behalf by a broker dealer of AMNEX, Inc.'s choice; and (iii) the
aggregate number of
▇▇▇▇▇ ▇. ▇▇▇▇
National Telecom USA, Inc.
March 1, 1997
Page 2
such shares delivered to NTI and ▇▇▇▇▇ ▇. ▇▇▇▇ (collectively, the "Open Market
Shares") shall be less than 346,154, then AMNEX, Inc. shall be obligated to
issue and deliver to NTI or ▇▇▇▇▇ ▇. ▇▇▇▇ or their designees that number of
unregistered shares of the Common Stock of AMNEX, Inc. as shall equal the
difference between 346,154 and the actual aggregate number of Open Market Shares
delivered to NTI or ▇▇▇▇▇ ▇. ▇▇▇▇. For purposes hereof, such number of
unregistered shares to be delivered to NTI or ▇▇▇▇▇ ▇. ▇▇▇▇ or their designees
shall hereinafter be referred to collectively as the "Spread Shares".
It is expressly understood and agreed that (i) no Spread Shares may be sold,
assigned, mortgaged, pledged, hypothecated or otherwise transferred or disposed
of for a period of two (2) years from the date of such delivery without the
written consent of AMNEX, Inc.; and (ii) all stock certificates evidencing
ownership of any Spread Shares shall bear a restrictive legend to such effect.
AMNEX agrees to cause the Spread Shares, if any, to be issued and delivered to
NTI or ▇▇▇▇▇ ▇. ▇▇▇▇ or their designees no later than April 30, 1997, subject to
and in accordance with, the terms and provisions of the Renewal Agreement. For
purposes of complying with any holding period mandated by Rule 144 promulgated
under the Securities Act of 1933, and for no other purpose whatsoever, the
original issuance date of the Spread Shares shall, unless otherwise provided by
law or rule, be deemed to be February 28, 1997.
It is further expressly understood and agreed that (i) no Open Market Shares may
be sold, assigned, mortgaged, pledged, hypothecated or otherwise transferred or
disposed of until March 31, 1998 without the written consent of AMNEX, Inc.; and
(ii) all stock certificates evidencing ownership of any Open Market Shares shall
bear a restrictive legend to such effect. In furtherance of the foregoing, NTI
and ▇▇▇▇▇ ▇. ▇▇▇▇ agree to execute and deliver to AMNEX, Inc.'s transfer agent
and broker dealer an instruction letter in form and substance acceptable to
AMNEX, which letter clearly authorizes such persons to issue or cause the
issuance of all stock certificates for Open Market Shares in NTI's or ▇▇▇▇▇ ▇.
▇▇▇▇'▇ name with the restrictive legend described above.
Notwithstanding anything to the contrary contained herein, AMNEX shall not be
obligated to issue any Spread Shares unless NTI and ▇▇▇▇▇ ▇. ▇▇▇▇ shall have
complied with the provisions of the immediately preceding paragraph. It is
acknowledged and agreed that all representations and warranties contained in the
Renewal Agreement with respect to the 346,154 shares of AMNEX, Inc. Common Stock
shall apply with equal force and effect to the Spread Shares.
▇▇▇▇▇ ▇. ▇▇▇▇
National Telecom USA, Inc.
March 1, 1997
Page 3
The parties agree that the terms of this letter agreement may not be modified or
waived except by a written instrument signed by the parties hereto.
If the foregoing accurately and completely sets forth our agreement with respect
to the subject matter hereof, please so indicate by signing below and returning
this letter to the undersigned.
Very truly yours,
AMNEX, INC.
By:/s/
Name:__________________________
Title:_________________________
ACKNOWLEDGED AND AGREED:
NATIONAL TELECOM USA, INC.
By:/s/
Name:__________________________
Title:_________________________
/s/ ▇▇▇▇▇ ▇. ▇▇▇▇
--------------------------------
▇▇▇▇▇ ▇. ▇▇▇▇, individually
EXHIBIT A
FORM OF INSTRUCTION LETTER TO BROKER DEALER
[name of contact]
[name of broker dealer]
[street address]
[city] [state] [zipcode]
Dear ____________________:
This is to advise you that all purchases of AMNEX, Inc. Common Shares to be made
by you on behalf of National Telecom USA, Inc. or ▇▇▇▇▇ ▇. ▇▇▇▇ are to be
treated as 10b-18 purchases.
Accordingly, please ensure that such purchases are made in compliance with the
safe harbor provisions of Rule 10b-18 promulgated under the Securities Exchange
Act of 1934.
Thank you for your cooperation.
Very truly yours,
[name of transmitting person]