EXHIBIT 10.13
CONSENT AND WAIVER OF HOLDERS OF REGISTRABLE SECURITIES
February 20, 1997
The undersigned holders of at least sixty-six and two-thirds percent
(66-2/3) of Registrable Securities under that certain Amended and Restated
Registration Rights Agreement (the "Amended and Restated Agreement") dated as of
April 10, 1995 among Fax International, Inc. (renamed UNIFI Communications, Inc.
and herein referred to as the "Company") and the stockholders of the Company
named therein, hereby:
(a) consent to the granting of registration rights, pursuant to a
registration rights agreement (the "Warrant Shares Registration Rights
Agreement"), in respect of the common stock, $0.01 par value per share, of the
Company (the "Common Stock") issuable upon exercise of those certain warrants
for the purchase of Common Stock (the "Warrants"), to be issued in connection
with the Company's offering and sale of units consisting of senior notes of the
Company due 2004 (the "Senior Notes") and Warrants, such registration rights and
Warrant Shares Registration Rights Agreement to be substantially similar to the
description set forth in Annex A hereto, with such changes, modifications,
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additions or deletions as any officer authorized by the Board of Directors shall
approve, such approval to be conclusively evidenced by such officer's execution
and delivery, in the name and on behalf of the Company, of the Warrant Shares
Registration Rights Agreement;
(b) consent to the granting of registration rights, pursuant to a
registration rights agreement (the "Notes Registration Rights Agreement"), in
respect of the Senior Notes, such registration rights and Notes Registration
Rights Agreement to be substantially similar to the description set forth in
Annex B hereto, with such changes, modifications, additions or deletions as any
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officer authorized by the Board of Directors shall approve, such approval to be
conclusively evidenced by such officer's execution and delivery, in the name and
on behalf of the Company, of the Notes Registration Rights Agreement; and
(c) pursuant to Section 15(d) of the Amended and Restated Agreement,
irrevocably waive the "piggy back" registration rights of all holders of
Registrable Securities under Section 3 of the Amended and Restated Agreement to
register, or have registered by the Company, any securities of the Company held
by such holders in the filing of a registration statement under the Securities
Act of 1933 with respect to (i) an offer to exchange Senior Notes for the Series
B senior notes of the Company due 2004 pursuant to the Notes Registration Rights
Agreement and (ii) the common stock of the Company issuable upon the exercise of
the Warrants pursuant to the Warrant Shares Registration Rights Agreement.
/s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ ANTAEUS ENTERPRISES, INC.
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By: /s/ ▇▇▇▇ ▇▇▇▇▇▇▇
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Title: ________________________
420 ASSOCIATES 1950 ASSOCIATES
By: /s/ ▇▇▇▇ ▇▇▇▇▇▇▇ By: /s/ ▇▇▇▇ ▇▇▇▇▇▇▇
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Title: _____________________ Title:________________________
SINGTEL GLOBAL SERVICES PTE. LIMITED UNIFI COMMUNICATIONS, INC.
By: /s/ Lim Eng By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
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Title: ______________________ Title:________________________