EXHIBIT 10.34
SECOND AMENDMENT TO
TERM LOAN AGREEMENT--EQUIPMENT
The parties to this Second Amendment to Term Loan Agreement--Equipment, dated as
of March 14, 1998, are UNIFI Communications, Inc., a Delaware corporation (the
"Borrower"), and SingTel (Netherlands Antilles) Pte N.V., a Netherlands Antilles
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corporation having its registered office at ▇▇▇▇▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇,
▇▇▇▇▇▇▇▇▇▇▇ Antilles ("SingTel N.A.").
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The parties are parties to a Term Loan Agreement--Equipment (the "Agreement")
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dated as of April 10, 1995, as amended by the First Amendment thereto dated as
of February 21, 1997, and desire to further amend the Agreement in the manner
set forth herein. The parties accordingly agree as follows.
1. Section 7.1(a)(ii) is hereby amended by changing the thirty (30) day
period set forth therein to a forty-five (45) day period.
2. Section 7.2(a) of the Agreement is hereby amended in its entirety to
read as follows:
"create or incur any Liens on any of the property or assets of the Borrower
or any of its Subsidiaries except as permitted pursuant to Section 4.11
("Limitation on Liens") of that certain Indenture between the Borrower and Fleet
National Bank as Trustee dated as of February 21, 1997."
3. Subsections (j) and (m) of Section 8 of the Agreement are hereby each
amended by replacing the phrase "One Million Dollars ($1,000,000)" appearing
therein with the phrase "Five Million Dollars ($5,000,000)".
4. Except as amended hereby, the Agreement shall remain in full force and
effect.
In witness whereof, this Second Amendment to Term Loan Agreement--Equipment
has been executed by the parties hereto as of the date first set forth above.
UNIFI Communications, Inc. SingTel (Netherlands Antilles)
Pte N.V.
By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ By: /s/ Chua Sock Koong
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President Title: Director
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