AMENDMENT NO. 1 TO
FISCAL AGENCY AGREEMENT
This AMENDMENT NO. 1 TO FISCAL AGENCY AGREEMENT (this "AMENDMENT") dated as of
February 21, 2002, 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 (the "NOTES");
WHEREAS, the Issuer and the Fiscal Agent have agreed, on the terms and conditions set forth herein, to amend
certain provisions of the Fiscal Agency Agreement to increase the principal amount of the Notes that may be
issued thereunder in accordance with Section 17(a)(vii) thereof; and
WHEREAS, capitalized terms which are used herein without definition and which are defined in the Fiscal
Agency Agreement shall have the same meanings herein as in the Fiscal Agency Agreement.
NOW, THEREFORE, in consideration of the foregoing premises and for other good and valuable consideration,
the receipt and sufficiency of which are hereby acknowledged, the Issuer and the Fiscal Agent hereby agree as
Section 1. AMENDMENT TO SECTION 3(a) OF THE FISCAL AGENCY AGREEMENT.
Section 3(a) of the Fiscal Agency Agreement is hereby amended to substitute "U.S. $28,750,000" for "U.S.
Section 2. AMENDMENT TO SECTION 17(a)(vii) OF THE FISCAL AGENCY AGREEMENT.
Section 17(a)(vii) of the F