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EXHIBIT 10.42
AMENDMENT NO. 1 TO
SECURITIES EXCHANGE AGREEMENT
This AMENDMENT NO. 1 TO SECURITIES EXCHANGE AGREEMENT (this "AMENDMENT")
dated as of February 21, 2002, is by and among iBasis, Inc., a Delaware
corporation (the "COMPANY"), iBasis Global, Inc., a Delaware corporation
("iBASIS GLOBAL", and together with the Company, the "BORROWER"), iBasis
Securities corporation, a Massachusetts corporation (the "GUARANTOR"), the
Symphony Funds identified on the signature pages hereto (the "SYMPHONY FUNDS")
and U.S. Bank National Association as Collateral Agent for the Holders (with its
successors and assigns, the "COLLATERAL AGENT").
WHEREAS, the Borrowers, the Guarantor, the Symphony Funds and the
Collateral Agent are parties to a Securities Exchange Agreement dated as of
January 30, 2003 (as amended and in effect from time to time, the "SYMPHONY
EXCHANGE AGREEMENT"), pursuant to which the Symphony Funds exchanged an
aggregate principal amount of $30,200,000 of the Company's 5 3/4% Convertible
Subordinated Notes due 2005 for (a) an aggregate principal amount of $15,100,000
of the Borrower's 11.5% Senior Secured Notes due 2005 and (b) warrants
exercisable for an aggregate of 3,071,184 shares of Common Stock, $0.001 par
value, of the Company;
WHEREAS, the Borrowers, the Guarantor and the Symphony Funds have agreed,
and the Collateral Agent has consented, on the terms and conditions set forth
herein, to amend certain provisions of the Symphony Exchange Agreement; and
WHEREAS, capitalized terms which are used herein without definition and
which are defined in the Symphony Exchange Agreement shall have the same
meanings herein as in the Symphony Exchange 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 Borrowers, the Guarantor, the Symphony Funds and the
Collateral Agent hereby agree as follows:
Section 1. AMENDMENT TO THE RECITALS TO THE SYMPHONY EXCHANGE AGREEMENT.
The Recitals to the Symphony Exchange Agreement are hereby amended by deleting
the words "(the "NOTES")" in clause (a) therein.
Section 2. AMENDMENT TO SECTION 1 OF THE SYMPHONY EXCHANGE AGREEMENT.
Section 1 of the Symphony Exchange Agreement is hereby amended by deleting the
definitions of "Fiscal Agency Agreement", "Notes" and "Warrant Agreement" in
their entirety and inserting the following new definitions in proper
alphabetical order in lieu thereof:
"FISCAL AGENCY AGREEMENT" means that Fiscal Agency Agreement,
dated as of the date hereof, between the Company and the Fiscal Agent, as
the same may be amended, modified or supplemented from time to time in
accordance with the terms thereof.
"NOTES" means up to $28,750,000 aggregate principal amount of
the Borrower's 11.5% Senior Secured Notes due 2005, issued pursuant to this
Agreement or pursuant to a Permitted Exchange in which such Notes are
issued without violating Section 8.4 herein.
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"WARRANT AGREEMENT" means the Amended and Restated Warrant and
Registration Rights Agreement dated as of February 21, 2003, by the Company
and U.S. Bank National Association, as Warrant Agent (as amended, modified
or supplemented from time to time).
Section 3. AMENDMENT TO SECTION 13 OF THE SYMPHONY EXCHANGE AGREEMENT.
Section 13 of the Symphony Exchange Agreement is hereby amended by:
(a) inserting the following text immediately after the words
"Required Holders" and before the semi-colon in the fourth line of Section
13.4:
", and no such change, waiver, discharge or termination
shall be effective against the Collateral Agent unless and
until an executed copy thereof has been provided to the
Collateral Agent (and, in the case of any other Document,
subject to any other requirements applicable to such
amendment, change, waiver, discharge or termination set forth
in such Document)";
(b) inserting the following new proviso at the end of the
first sentence of Section 13.4:
"PROVIDED, FURTHER, HOWEVER, that no such change,
waiver, discharge or termination that alters the rights,
immunities or duties of the Collateral Agent shall take effect
without the Collateral Agent's express written consent;" and
(c) inserting the following new sentence at the end of
Section 13.4 therein:
"Notwithstanding anything to the contrary in this
Agreement, all Holders shall be deemed to be third-party
beneficiaries of all of the provisions of this Agreement that
relate to Holders, including but not limited to any provisions
that may only be waived or consented to by the "Required
Holders", or that may be initiated only by the "Demand
Holders", with such groups being determined for all purposes
of this Agreement with regard to all Holders, whether issued
pursuant to this Agreement or other exchanges in which such
Notes are issued without violating Section 8.3 or Section 8.4
hereof."
Section 4. CONSENT TO AMENDED AND RESTATED WARRANT AGREEMENT. Each of the
Symphony Funds hereby consents to the terms and conditions of, and the execution
and delivery by the Company and the Warrant Agent of, that certain Amended and
Restated Warrant and Registration Rights Agreement dated as of February 21,
2003, by the Company and U.S. Bank National Association, as Warrant Agent.
Section 5 REPRESENTATIONS AND WARRANTIES. Each of the Borrowers, the
Guarantor, each Symphony Fund and the Collateral Agent, in each case solely with
respect to itself and on its own behalf, hereby represents and warrants to the
other parties as follows:
5.1 REPRESENTATION AND WARRANTIES IN THE SYMPHONY EXCHANGE
AGREEMENT. The representations and warranties that it makes, if any, in the
Symphony Exchange Agreement were true and correct in all material respects
as of the date when made and continue to be true and correct in all
material respects on the date hereof.
5.2 RATIFICATION, ETC. Except as expressly amended hereby,
the Symphony Exchange Agreement is hereby ratified and confirmed in all
respects and shall continue in full force and effect. The Symphony Exchange
Agreement shall, together with this
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Amendment, be read and construed as a single agreement. All references in
the Symphony Exchange Agreement or any related agreement or instrument
shall hereafter refer to the Symphony Exchange Agreement as amended hereby.
5.3 AUTHORITY, ETC. Its execution and delivery of this
Amendment and its performance of its agreements and obligations under the
Symphony Exchange Agreement, as amended hereby, are within such party's
corporate authority and have been duly authorized by all necessary
corporate action on the part of such party.
5.4 ENFORCEABILITY. This Amendment and the Symphony Exchange
Agreement, as amended hereby, constitute the legal, valid and binding
obligations of such party enforceable against such party in accordance with
their terms.
Section 6. NO OTHER AMENDMENTS. Except as expressly provided in this
Amendment, all of the terms and conditions of the Symphony Exchange Agreement
remain in full force and effect.
Section 7. EXECUTION IN COUNTERPARTS. This Amendment may be executed in
any number of counterparts, but all such counterparts shall together constitute
but one instrument. In making proof of this Amendment it shall not be necessary
to produce or account for more than one counterpart signed by each party hereto
by and against which enforcement hereof is sought.
Section 8. MISCELLANEOUS. THIS AMENDMENT SHALL FOR ALL PURPOSES BE
CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY THE LAWS OF THE COMMONWEALTH OF
MASSACHUSETTS, WITHOUT REGARD TO THE PRINCIPLES OF CONFLICTS OF LAWS). The
captions in this Amendment are for convenience of reference only and shall not
define or limit the provisions hereof.
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IN WITNESS WHEREOF, the undersigned have duly executed this Amendment as of
the date first set forth above.
THE BORROWERS:
iBASIS, INC.
By: /s/ Ofer Gneezy
--------------------------------------------
Name: Ofer Gneezy
Title: President and Chief
Executive Officer
iBASIS GLOBAL, INC.
By: /s/ Richard Tennant
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Name: Richard Tennant
Title: Treasurer and Chief Financial Officer
THE GUARANTOR:
iBASIS SECURITIES CORPORATION
By: /s/ Gordon VanderBrug
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Name: Gordon VanderBrug
Title: Executive Vice President
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THE SYMPHONY FUNDS:
RHAPSODY FUND, LP
BY SYMPHONY ASSET MANAGEMENT LLC, AS
GENERAL PARTNER
By: /s/ Neil Rudolph
--------------------------------------------
Name: Neil Rudolph
Title: Chief Operating Officer
ARPEGGIO FUND
BY SYMPHONY ASSET MANAGEMENT LLC, AS
INVESTMENT ADVISOR
By: /s/ Neil Rudolph
--------------------------------------------
Name: Neil Rudolph
Title: Chief Operating Officer
INTERNATIONAL MONETARY FUND
-CONVERTIBLE ARBITRAGE ACCOUNT
BY SYMPHONY ASSET MANAGEMENT LLC, AS
INVESTMENT ADVISOR
By: /s/ Neil Rudolph
--------------------------------
Name: Neil Rudolph
Title: Chief Operating Officer
CSV LIMITED
BY SYMPHONY ASSET MANAGEMENT
LLC, AS INVESTMENT ADVISOR
By: /s/ Neil Rudolph
--------------------------------
Name: Neil Rudolph
Title: Chief Operating Officer
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CITISAM, LTD.
BY SYMPHONY ASSET MANAGEMENT LLC, AS
INVESTMENT ADVISOR
By: /s/ Neil Rudolph
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Name: Neil Rudolph
Title: Chief Operating Officer
ANDANTE FUND, LP
BY SYMPHONY ASSET MANAGEMENT LLC, AS
GENERAL PARTNER
By: /s/ Neil Rudolph
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Name: Neil Rudolph
Title: Chief Operating Officer
VIVACE FUND, LP
BY SYMPHONY ASSET MANAGEMENT LLC, AS
GENERAL PARTNER
By: /s/ Neil Rudolph
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Name: Neil Rudolph
Title: Chief Operating Officer
ADAGIO FUND
BY SYMPHONY ASSET MANAGEMENT LLC, AS
INVESTMENT ADVISOR
By: /s/ Neil Rudolph
-------------------------------
Name: Neil Rudolph
Title: Chief Operating Officer
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THE COLLATERAL AGENT:
U.S. BANK NATIONAL ASSOCIATION
By: /s/ John A. Brennan
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Name: John A. Brennan
Title: Trust Officer