Fiscal Agency Agreement

EXHIBIT 10.43


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, ...