ContractFiscal Agency Agreement • August 14th, 2003 • Ibasis Inc • Services-business services, nec
EXHIBIT 10.4 AMENDMENT NO. 2 TO FISCAL AGENCY AGREEMENT This AMENDMENT NO. 2 TO FISCAL AGENCY AGREEMENT (this “Amendment”) dated as of May 29, 2003, is by and among iBASIS, INC., a Delaware corporation (together with its permitted successors and assigns, the “Company”), IBASIS GLOBAL, INC., a Delaware corporation (together with its permitted successors and assigns, “iBasis Global”, and collectively with the Company, the “Issuer”), and U.S. BANK NATIONAL ASSOCIATION, as the fiscal agent, paying agent, note registrar and authenticating agent (in such capacity, together with its permitted successors and assigns, the “Fiscal Agent”). WHEREAS, the Issuer and the Fiscal Agent are parties to a Fiscal Agency Agreement dated as of January 30, 2003 (as amended and in effect from time to time, the “Fiscal Agency Agreement”), pursuant to which the Issuer appointed the Fiscal Agent to act as paying agent, registrar and transfer agent in respect of the Issuer’s 11.5% Senior Secured Notes due 2005
ContractLoan Modification Agreement • August 14th, 2003 • Ibasis Inc • Services-business services, nec
EXHIBIT 10.1 THIRD LOAN MODIFICATION AGREEMENT This Third Loan Modification Agreement (this “Loan Modification Agreement”) is entered into as of June 30, 2003, by and between SILICON VALLEY BANK, a California-chartered bank, with its principal place of business at 3003 Tasman Drive, Santa Clara, California 95054 and with a loan production office located at One Newton Executive Park, Suite 200, 2221 Washington Street, Newton, Massachusetts 02462, doing business under the name “Silicon Valley East”(“Bank”) and (i) IBASIS, INC., a Delaware corporation with its chief executive office located at 20 Second Avenue, Burlington, Massachusetts 01803 and (ii) IBASIS GLOBAL, INC., Delaware corporation with its chief executive office located at 20 Second Avenue, Burlington, Massachusetts 01803 (jointly and severally, individually and collectively, “Borrower”). 1. DESCRIPTION OF EXISTING INDEBTEDNESS AND OBLIGATIONS. Among other indebtedness and obligations which may be owing by Borrower to Bank,
ContractWarrant and Registration Rights Agreement • August 14th, 2003 • Ibasis Inc • Services-business services, nec
EXHIBIT 4.2 THIS SECURITY IS A GLOBAL SECURITY WITHIN THE MEANING OF THE AMENDED AND RESTATED WARRANT AND REGISTRATION RIGHTS AGREEMENT HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF A DEPOSITORY OR A NOMINEE OF A DEPOSITORY OR A SUCCESSOR DEPOSITORY. THIS SECURITY IS NOT EXCHANGABLE FOR SECURITIES REGISTERED IN THE NAME OF A PERSON OTHER THAN THE DEPOSITORY OR ITS NOMINEE EXCEPT IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE AMENDED AND RESTATED WARRANT AND REGISTRATION RIGHTS AGREEMENT, AND NO TRANSFER OF THIS SECURITY (OTHER THAN A TRANSFER OF THIS SECURITY AS A WHOLE BY THE DEPOSITORY TO A NOMINEE OF THE DEPOSITORY OR BY A NOMINEE OF THE DEPOSITORY TO THE DEPOSITORY OR ANOTHER NOMINEE OF THE DEPOSITORY) MAY BE REGISTERED EXCEPT IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE AMENDED AND RESTATED WARRANT AND REGISTRATION RIGHTS AGREEMENT. UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO
PageRegistration Rights Agreement • August 14th, 2003 • Ibasis Inc • Services-business services, nec • Massachusetts
REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of May 29, 2003, between (i) iBasis, Inc., a Delaware corporation (the “Company”), (ii) the persons listed on Annex A hereto (the “Initial Holders”), and (iii) each other Person who becomes a party to this Agreement pursuant to Section 9 hereof (such other Persons together with the Initial Holders, the “Holders”). Capitalized terms used herein and not otherwise defined shall have the meaning ascribed to such terms in Section 2 hereof. WHEREAS, the Company proposes to issue to the Holders (i) the Commonwealth Warrants, which in the aggregate initially entitle the Holders to purchase, 1,116,605 shares of Common Stock of the Company on May 29, 2003, and (ii) the Commonwealth Notes, in the aggregate principal amount of $6,100,000, in each case pursuant to a Joinder Agreement (dated as of May 29, 2003, by and among the Company, iBasis Global, Inc., the Holders and U.S. Bank National Association, as Collateral Agent (the “Joinder A
