Exhibit 10.1
    

    

    

    
      FOURTH LOAN MODIFICATION AGREEMENT
    

    

    

    
                This Fourth Loan Modification Agreement (this “Loan
      Modification Agreement”) is entered into as of as of the Fourth Loan
      Modification Effective Date, by and between SILICON VALLEY BANK, a
      California corporation 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 (“Bank”), and IBASIS,
      INC., a Delaware corporation with offices at 20 Second Avenue,
      Burlington, Massachusetts 01803 (“Borrower”).
    

    
      DESCRIPTION OF EXISTING INDEBTEDNESS AND OBLIGATIONS. Among other
      indebtedness and obligations which may be owing by Borrower to Bank,
      Borrower is indebted to Bank pursuant to a loan arrangement dated as of
      October 2, 2007, evidenced by, among other documents, a certain Second
      Amended and Restated Loan and Security Agreement dated as of October 2,
      2007, between Borrower and Bank, as modified by a certain First Loan
      Modification Agreement dated as of April 28, 2008, as further modified
      by a certain Second Loan Modification Agreement, dated as of  October 9,
      2008, and as further modified by a certain Third Loan Modification
      Agreement, entered into as of January 26, 2009, with an effective date
      as of the Third Loan Modification Effective Date (as amended, the “Loan
      Agreement”).  Capitalized terms used but not otherwise defined herein
      shall have the same meaning given such terms in the Loan Agreement.
    

    
      DESCRIPTION OF COLLATERAL.  Repayment of the Obligations is
      secured by the Collateral as described in the Loan Agreement and the
      Intellectual Property Security Agreement dated December 30, 2002 granted
      by Borrower in favor of Bank, as amended and ratified (as so amended and
      ratified, the “IP Agreement”).
    

    
      Hereinafter, the Loan Agreement and the IP Agreement, together with all
      other documents evidencing or securing the Obligations shall be referred
      to as the “Existing Loan Documents”.
    

    
      DESCRIPTION OF CHANGE IN TERMS.
    

    
      Modifications to Loan Agreement.
    

    
                            The Loan Agreement shall be amended by deleting
      the following definitions     from Section 13.1 thereof, each in its
      entirety:
    

    
      “ “Borrowing Base” is, as of any date of determination, equal to (a) 80%
      of Eligible Domestic Accounts plus (b) 70% of Eligible Foreign Accounts,
      as determined by Bank from Borrower’s most recent Borrowing Base
      Certificate, plus (c) (i) for the period beginning on the First Loan
      Modification Execution Date through May 31, 2008, $15,000,000, (ii) for
      the period beginning June 1, 2008 through August 31, 2008, $11,250,000,
      (iii) for the period beginning September 1, 2008 through November 30,
      2008, $7,500,000, (iv) for the period beginning December 1, 2008 through
      February 28, 2009, $3,750,000 and (v) thereafter, $0; provided,
      however, that Bank may decrease the foregoing percentages in its good
      faith business judgment and upon five (5) Business Days’ notice to the
      Borrower, based on the results of an audit of the Collateral.
    

    
      
        

        

      

      
        

        

        
          


        

      

      
        

        

      

    

    

    

    
      “EBITDA” shall mean, for any Person, (a) Net Income, plus (b) Interest
      Expense, plus (c) to the extent deducted in the calculation of Net
      Income, depreciation expense and amortization expense, plus (d) income
      tax expense, plus (e) reasonable non-cash items deducted in determining
      Net Income including, but not limited to, the value of any stock
      compensation and adjustments for purchase accounting, plus (f) at Bank’s
      reasonable discretion,  one-time transaction costs relating to the
      transaction in which, among other things, KPN, B.V. acquires 51% of the
      equity of Borrower.
    

    
      “Liquidity” is, on any date of measurement, Borrower’s unrestricted cash
      at Bank plus the Availability Amount minus the First Loan
      Modification Advance Amount.
    

    
      “Revolving Line Maturity Date” is September 30, 2010.”
and
      inserting in lieu thereof the following:

    

    
      “ “Borrowing Base” is, as of any date of determination, equal to (a) 80%
      of Eligible Domestic Accounts plus (b) 70% of Eligible Foreign Accounts,
      as determined by Bank from Borrower’s most recent Borrowing Base
      Certificate, plus (c) if the Borrower’s EBITDA minus
      Capital Expenditures for the immediately preceding fiscal quarter is
      greater than or equal to Six Million Dollars ($6,000,000), the
      Non-formula Advances; provided, however, that Bank may
      decrease the foregoing percentages, amounts or Non-formula Advances
      availability in its good faith business judgment and upon five (5)
      Business Days’ notice to the Borrower, based on events, conditions,
      contingencies, or risks which, as determined by Bank, may adversely
      affect the Collateral.
“EBITDA” shall mean, for any Person, (a) Net
      Income, plus (b) Interest Expense, plus (c) to the extent deducted in
      the calculation of Net Income, depreciation expense and amortization
      expense, plus (d) income tax expense, plus (e) reasonable non-cash items
      deducted in determining Net Income including, but not limited to, the
      value of any stock compensation and adjustments for purchase accounting,
      plus (f) at Bank’s reasonable discretion,  one-time transaction costs
      relating to the transaction in which, among other things, KPN, B.V.
      acquires 51% of the equity of Borrower, plus (g) at Bank’s reasonable
      discretion, one-time non-recurring legal expenses incurred in connection
      with tender offers made by KPN, B.V. for the fiscal quarters ending
      September 30, 2009 and December 31, 2009.
“Liquidity” is, on any date
      of measurement, the sum of (a) Borrower’s unrestricted cash at Bank plus
      (b) the Availability Amount (net of any Non-formula Advances
      availability pursuant to clause (c) of the definition of “Borrowing
      Base”).
    

    
      “Revolving Line Maturity Date” is October 1, 2011.”
    

    
      The Loan Agreement shall be amended by inserting the following
      definitions in Section 13.1 thereof, each in its appropriate
      alphabetical order:
    

    
      “ “Non-formula Advances” is an Advance or Advances made under the
      Revolving Line in an amount not to exceed Five Million Dollars
      ($5,000,000).
    

    
      “Fourth Loan Modification Agreement” is that certain Fourth Loan
      Modification Agreement, by and between Borrower and Bank, executed as of
      the Fourth Loan Modification Effective Date.
    

    
      “Fourth Loan Modification Effective Date” is the date indicated on the
      signature page to the Fourth Loan Modification Agreement.”
    

    
                        The Loan Agreement shall be amended by deleting the
      following, appearing in Section 2.4(b) thereof, in its entirety:
    

    
      
        

        

      

      
        

        

        
          


        

      

      
        

        

      

    

    

    

    
      “(b)      Performance Pricing.  The
      margin applicable to the Prime Rate (the“Prime Rate Margin”) and the
      margin applicable to the LIBOR Rate (the“LIBOR Rate Margin”) shall be
      adjusted quarterly and shall be applied on and after the first day of
      each such fiscal quarter as follows: for any fiscal quarter, as of the
      first day of each such fiscal quarter: (i) if the Borrower’s EBITDA minus
      Capital Expenditures for the immediately preceding fiscal quarter is
      less than Five Million Dollars ($5,000,000), then the Prime Rate Margin
      for such fiscal quarter shall be 1.50% and the LIBOR Rate Margin for
      such fiscal quarter shall be 3.75%, and (ii) if the Borrower’s EBITDA minus
      Capital Expenditures for the immediately preceding fiscal quarter is
      greater than or equal to Five Million Dollars ($5,000,000), then the
      Prime Rate Margin for such fiscal quarter shall be 1.00% and the LIBOR
      Rate Margin for such fiscal quarter shall be 3.25%.  Performance Pricing
      in effect as of January 1, 2009 will be in accordance with clause (i)
      hereof.”
    

    
      and inserting in lieu thereof the following:
    

    
      “(b)      (I)       Performance
      Pricing.  The margin applicable to the Prime Rate (the “Prime Rate
      Margin”) and the margin applicable to the LIBOR Rate (the “LIBOR Rate
      Margin”) shall be adjusted quarterly and shall be applied on and after
      the first day of each such fiscal quarter as follows: for any fiscal
      quarter, as of the first day of each such fiscal quarter: (i) if the
      Borrower’s EBITDA minus Capital Expenditures for the
      immediately preceding fiscal quarter is less than Six Million Dollars
      ($6,000,000), then the Prime Rate Margin for such fiscal quarter shall
      be 1.50% and the LIBOR Rate Margin for such fiscal quarter shall be
      3.75%, and (ii) if the Borrower’s EBITDA minus Capital
      Expenditures for the immediately preceding fiscal quarter is greater
      than or equal to Six Million Dollars ($6,000,000), then the Prime Rate
      Margin for such fiscal quarter shall be 1.00% and the LIBOR Rate Margin
      for such fiscal quarter shall be 3.25%.  
    

    
                (II)      Non-formula
      Advances.  The outstand principal amount of Non-formula Advances
      shall accrue interest at a per annum rate equal to the margin applicable
      to formula Advances under the Revolving Line plus one and one-quarter
      percentage points (1.25%).  Interest on the Non-formula Advances shall
      be paid in arrears on each Interest Payment Date.”
    

    
                            The Loan Agreement shall be amended by deleting
      the following, appearing in Section 6.3(c) thereof, in its entirety:
    

    
      “(c)      Collection of Accounts.  Borrower
      shall have the right to collect all Accounts, unless and until a Default
      or an Event of Default has occurred and is continuing.  All payments on,
      and proceeds of, Accounts shall be deposited directly by the applicable
      Account Debtor into a lockbox account, or such other “blocked account”
      as Bank may specify, pursuant to a blocked account agreement as Bank may
      specify in its good faith business judgment.  Whether or not an Event of
      Default has occurred and is continuing, Borrower shall hold all Payments
      on, and proceeds of, Accounts in trust for Bank, and Borrower shall
      immediately deliver all such Payments and proceeds to Bank in their
      original form, duly endorsed, to be applied, at Bank’s sole discretion,
      to the Obligations pursuant to the terms of Section 9.4 hereof; provided,
      however, in the event no Default or Event of Default has occurred and is
      continuing, at any time in which the sum of (i) Borrower’s unrestricted
      cash and Cash Equivalents at Bank plus (ii) the Availability
      Amount under the Revolving Line minus (iii) the First Loan
      Modification Advance Amount is equal to or greater than $20,000,000,
      then all Payments on, and proceeds of, Accounts shall be transferred by
      Bank to an operating account of Borrower maintained at Bank.”
    

    
      
        

        

      

      
        

        

        
          


        

      

      
        

        

      

    

    

    

    
      and inserting in lieu thereof the following:
    

    
      “(c)      Collection of Accounts.  Borrower
      shall have the right to collect all Accounts, unless and until a Default
      or an Event of Default has occurred and is continuing.  All payments on,
      and proceeds of, Accounts shall be deposited directly by the applicable
      Account Debtor into a lockbox account, or such other “blocked account”
      as Bank may specify, pursuant to a blocked account agreement as Bank may
      specify in its good faith business judgment.  Whether or not an Event of
      Default has occurred and is continuing, Borrower shall hold all Payments
      on, and proceeds of, Accounts in trust for Bank, and Borrower shall
      immediately deliver all such Payments and proceeds to Bank in their
      original form, duly endorsed, to be applied, at Bank’s reasonable
      discretion, to the Obligations pursuant to the terms of Section 9.4
      hereof.”
    

    
                            The Loan Agreement shall be amended by deleting
      the following, appearing in Section 6.9(iii) thereof, in its entirety:
    

    
      “(iii)    Liquidity.  Maintain at all
      times, to be measured as of the last day of each month, Liquidity of at
      least (a) for the fiscal month ended December 31, 2008 through and
      including August 31, 2009, $17,500,000, and (b) for the fiscal month
      ending September 30, 2009 and each fiscal month thereafter, $20,000,000.”
    

    
      and inserting in lieu thereof the following:
    

    
      “(iii)    Liquidity.  Maintain at all
      times, to be measured as of the last day of each month, Liquidity of at
      least the lesser of (a) the greater of (i) the Borrowing Base
      calculation and (ii) Fifteen Million Dollars ($15,000,000) and (b)
      Seventeen Million Five Hundred Thousand Dollars ($17,500,000).
    

    
                            The Compliance Certificate appearing as Exhibit
      C to the Loan Agreement is hereby replaced with the Compliance
      Certificate attached as Exhibit A hereto.
    

    
      FEES.  Borrower shall pay to Bank (i) a Revolving Line extension
      fee equal to One Hundred Seventy Five Thousand Dollars ($175,000) and
      (ii) a modification fee equal to Twenty Five Thousand Dollars ($25,000),
      which fees shall be due on or before the date hereof and shall be deemed
      fully earned as of the date hereof.  Borrower shall also reimburse Bank
      for all legal fees and expenses incurred in connection with this
      modification to the Loan Agreement.
    

    
      RATIFICATION OF IP AGREEMENT.  Borrower hereby ratifies, confirms
      and reaffirms, all and singular, the terms and conditions of the IP
      Agreement, and acknowledges, confirms and agrees that said IP Agreement
      contains an accurate and complete listing of all Intellectual Property
      Collateral as defined in said IP Agreement (except as disclosed to Bank
      in writing pursuant to Exhibit B annexed hereto), shall remain in
      full force and effect.  Notwithstanding the terms and conditions of the
      IP Agreement, the Borrower shall not register any Copyrights or Mask
      Works in the United States Copyright Office unless it: (i) has given at
      least fifteen (15) days’ prior-written notice to Bank of its intent to
      register such Copyrights or Mask Works and has provided Bank with a copy
      of the application it intends to file with the United States Copyright
      Office (excluding exhibits thereto); (ii) executes a security agreement
      or such other documents as Bank may reasonably request in order to
      maintain the perfection and priority of Bank’s security interest in the
      Copyrights proposed to be registered with the United States Copyright
      Office; and (iii) records such security documents with the United States
      Copyright Office contemporaneously with filing the Copyright
      application(s) with the United States Copyright Office.  Borrower shall
      promptly provide to Bank a copy of the Copyright application(s) filed
      with the United States Copyright Office, together with evidence of the
      recording of the security documents necessary for Bank to maintain the
      perfection and priority of its security interest in such Copyrights or
      Mask Works.  Borrower shall provide written notice to Bank of any
      application filed by Borrower in the United States Patent Trademark
      Office for a patent or to register a trademark or service mark within
      thirty (30) days of any such filing.
    

    
      
        

        

      

      
        

        

        
          


        

      

      
        

        

      

    

    

    

    
      ADDITIONAL COVENANTS: RATIFICATION OF PERFECTION CERTIFICATE.  Borrower
      is not a party to, nor is bound by, any license or other agreement with
      respect to which Borrower is the licensee (a) that prohibits or
      otherwise restricts Borrower from granting a security interest in
      Borrower’s interest in such license or agreement or any other property,
      or (b) for which a default under or termination of could interfere with
      the Bank’s right to sell any Collateral.  Borrower shall provide written
      notice to Bank within ten (10) days of entering or becoming bound by any
      such license or agreement (other than over-the-counter software that is
      commercially available to the public).  Borrower shall take such steps
      as Bank requests to obtain the consent of, or waiver by, any person
      whose consent or waiver is necessary for (x) all such licenses or
      contract rights to be deemed “Collateral” and for Bank to have a
      security interest in it that might otherwise be restricted or prohibited
      by law or by the terms of any such license or agreement (such consent or
      authorization may include a licensor’s agreement to a contingent
      assignment of the license to Bank if Bank determines that is necessary
      in its good faith judgment), whether now existing or entered into in the
      future, and (y) Bank to have the ability in the event of a liquidation
      of any Collateral to dispose of such Collateral in accordance with
      Bank’s rights and remedies under the Loan Agreement and the other Loan
      Documents.  In addition, the Borrower hereby certifies that no
      Collateral is in the possession of any third party bailee (such as at a
      warehouse).  In the event that Borrower, after the date hereof, intends
      to store or otherwise deliver the Collateral to such a bailee, then
      Borrower shall first receive, the prior written consent of Bank and such
      bailee must acknowledge in writing that the bailee is holding such
      Collateral for the benefit of Bank.  Borrower hereby ratifies, confirms
      and reaffirms, all and singular, the terms and disclosures contained in
      a certain Perfection Certificate dated as of October 2, 2007 and
      acknowledges, confirms and agrees the disclosures and information above
      Borrower provided to Bank in the Perfection Certificate remain true and
      correct in all material respects as of the date hereof, except as
      supplemented and/or updated by Exhibit B annexed hereto.
    

    
      CONSISTENT CHANGES.  The Existing Loan Documents are hereby
      amended wherever necessary to reflect the changes described
      above.  Without limiting the foregoing, from and after the Fourth Loan
      Modification Effective Date, each reference to the phrase “Agreement” in
      the Loan Agreement or “Loan Agreement” in any of the other Loan
      Documents shall mean the Loan Agreement as modified by this Loan
      Modification Agreement.
    

    
      RATIFICATION OF LOAN DOCUMENTS.  Borrower hereby ratifies,
      confirms, and reaffirms all terms and conditions of all Existing Loan
      Documents and all security or other Collateral granted to the Bank, and
      confirms that the indebtedness secured thereby includes, without
      limitation, the Obligations.
    

    
      NO DEFENSES OF BORROWER.  Borrower hereby acknowledges and agrees
      that Borrower has no offsets, defenses, claims, or counterclaims against
      Bank with respect to the Obligations, or otherwise, and that if Borrower
      now has, or ever did have, any offsets, defenses, claims, or
      counterclaims against Bank, whether known or unknown, at law or in
      equity, all of them are hereby expressly WAIVED and Borrower hereby
      RELEASES Bank from any liability thereunder.
    

    
      CONTINUING VALIDITY.  Borrower understands and agrees that in
      modifying the existing Obligations, Bank is relying upon Borrower’s
      representations, warranties, and agreements, as set forth in the
      Existing Loan Documents.  Except as expressly modified pursuant to this
      Loan Modification Agreement, the terms of the Existing Loan Documents
      remain unchanged and in full force and effect.  Bank’s agreement to make
      modifications to the existing Obligations pursuant to this Loan
      Modification Agreement in no way shall obligate Bank to make any future
      modifications to the Obligations.  Nothing in this Loan Modification
      Agreement shall constitute a satisfaction of the Obligations.  It is the
      intention of Bank and Borrower to retain as liable parties all makers of
      Existing Loan Documents, unless the party is expressly released by Bank
      in writing.  No maker will be released by virtue of this Loan
      Modification Agreement.
    

    
      
        

        

      

      
        

        

        
          


        

      

      
        

        

      

    

    

    

    
      RIGHT OF SET-OFF.  In consideration of Bank’s agreement to enter
      into this Loan Modification Agreement, Borrower hereby reaffirms and
      hereby grants to Bank, a lien, security interest and right of set off as
      security for all Obligations to Bank, whether now existing or hereafter
      arising upon and against all deposits, credits, collateral and property,
      now or hereafter in the possession, custody, safekeeping or control of
      Bank or any entity under the control of Bank (including a Bank
      subsidiary) or in transit to any of them.  At any time after the
      occurrence and during the continuance of an Event of Default, without
      demand or notice, Bank may set off the same or any part thereof and
      apply the same to any liability or obligation of Borrower even though
      unmatured and regardless of the adequacy of any other collateral
      securing the Obligations.  ANY AND ALL RIGHTS TO REQUIRE BANK TO
      EXERCISE ITS RIGHTS OR REMEDIES WITH RESPECT TO ANY OTHER COLLATERAL
      WHICH SECURES THE OBLIGATIONS, PRIOR TO EXERCISING ITS RIGHT OF SETOFF
      WITH RESPECT TO SUCH DEPOSITS, CREDITS OR OTHER PROPERTY OF BORROWER ARE
      HEREBY KNOWINGLY, VOLUNTARILY AND IRREVOCABLY WAIVED.
    

    
      CHOICE OF LAW, VENUE AND JURY TRIAL WAIVER AND JUDICIAL REFERENCE.  The
      provisions of Section 11 of the Loan Agreement are hereby incorporated
      herein in their entirety.
    

    
      COUNTERSIGNATURE.  This Loan Modification Agreement shall become
      effective only when it shall have been executed by Borrower and Bank.
    

    
      [The remainder of this page is intentionally left blank]
    

    

    

    

    

    
      
        

        

      

      
        

        

        
          


        

      

      
        

        

      

    

    

    

    
                This Loan Modification Agreement is executed as a sealed
      instrument under the laws of the Commonwealth of Massachusetts as of the
      Fourth Loan Modification Effective Date.
    

    
    	
          
            BORROWER:
          

        	
           
        	
          
            BANK:
          

        
	

        	

        	

        	

        	
           
        
	
          
            IBASIS, INC.
          

        	

        	
          
            SILICON VALLEY BANK
          

        
	

        	

        	

        	

        	
           
        
	
          
            By:
          

        	
          
            /s/ Richard Tennant
          

        	

        	
          
            By:
          

        	
          
            /s/ Philip T. Silvia III
          

        
	
          
            Name:
          

        	
          
            Richard Tennant
          

        	

        	
          
            Name:
          

        	
          
            Philip T. Silvia III
          

        
	
          
            Title:
          

        	
          
            Sr. VP Finance & Admin. & CFO
          

        	

        	
          
            Title:
          

        	
          
            Vice President
          

        


    

    
      Fourth Loan Modification Effective Date: September 30, 2009
    

    
      Each of the undersigned hereby ratifies, confirms and reaffirms, all and
      singular, the terms and conditions of each of its Unconditional
      Guaranty, Security Agreement, IP Security Agreement (if applicable) and
      Perfection Certificate, in each case executed in connection with the
      Loan Agreement, and each acknowledges, confirms and agrees that each
      such document shall remain in full force and effect and in no way be
      limited by the execution of this Loan Modification Agreement, or any
      other documents, instruments and/or agreements executed and/or delivered
      in connection herewith.
    

    
    	
          
            IBASIS GLOBAL, INC.
          

        	
           
        	
          
            IBASIS RETAIL, INC.
          

        
	

        	

        	

        	

        	
           
        
	
          
            By:
          

        	
          
            /s/ Richard Tennant
          

        	

        	
          
            By:
          

        	
          
            /s/ Richard Tennant
          

        
	
          
            Name:
          

        	
          
            Richard Tennant
          

        	

        	
          
            Name:
          

        	
          
            Richard Tennant
          

        
	
          
            Title:
          

        	
          
            Sr. VP Finance, Treasurer & CFO
          

        	

        	
          
            Title:
          

        	
          
            CFO
          

        
	

        	

        	

        	

        	
           
        
	
          
            IBASIS SECURITIES CORPORATION
          

        	

        	
          
            KPN INTERNATIONAL NETWORK SERVICES, INC.
          

        
	

        	

        	

        	

        	
           
        
	
          
            By:
          

        	
          
            /s/ Richard Tennant
          

        	

        	
          
            By:
          

        	
          
            /s/ Richard Tennant
          

        
	
          
            Name:
          

        	
          
            Richard Tennant
          

        	

        	
          
            Name:
          

        	
          
            Richard Tennant
          

        
	
          
            Title:
          

        	
          
            Sr. VP Finance, Treasurer & CFO
          

        	

        	
          
            Title:
          

        	
          
            CFO
          

        


    

    
      
        

        

      

      
        

        

        
          


        

      

      
        

        

      

    

    

    

    
      EXHIBIT A

    

    
      COMPLIANCE CERTIFICATE

    

    
    	
          
            TO: SILICON VALLEY BANK
          

        	
           
        	
          
            Date:
          

        	
           
        


    

    
      FROM:     IBASIS, INC.

    

    
      The undersigned authorized officer of IBASIS, INC. (“Borrower”)
      certifies that under the terms and conditions of the Loan and Security
      Agreement between Borrower and Bank (the “Agreement”), (1) Borrower is
      in complete compliance for the period ending _______________ with all
      required covenants except as noted below, (2) there are no Events of
      Default, (3) all representations and warranties in the Agreement are
      true and correct in all material respects on this date except as noted
      below; provided, however, that such materiality qualifier shall not be
      applicable to any representations and warranties that already are
      qualified or modified by materiality in the text thereof; and provided,
      further that those representations and warranties expressly referring to
      a specific date shall be true, accurate and complete in all material
      respects as of such date, (4) Borrower, and each of its Subsidiaries,
      has timely filed all required tax returns and reports, and Borrower has
      timely paid all foreign, federal, state and local taxes, assessments,
      deposits and contributions owed by Borrower except as otherwise
      permitted pursuant to the terms of Section 5.9 of the Agreement, and (5)
      no Liens have been levied or claims made against Borrower or any of its
      Subsidiaries, if any, relating to unpaid employee payroll or benefits of
      which Borrower has not previously provided written notification to
      Bank.  Attached are the required documents supporting the
      certification.  The undersigned certifies that these are prepared in
      accordance with GAAP consistently applied from one period to the next
      except as explained in an accompanying letter or footnotes.  The
      undersigned acknowledges that no borrowings may be requested at any time
      or date of determination that Borrower is not in compliance with any of
      the terms of the Agreement, and that compliance is determined not just
      at the date this certificate is delivered.  Capitalized terms used but
      not otherwise defined herein shall have the meanings given them in the
      Agreement.
    

    

    

    
    	
          Please indicate compliance status by circling Yes/No under
          “Complies” column.
        
	
           
        
	
          
            Reporting Covenant
          

        	
          
            Required
          

        	
          
            Complies
          

        
	
           
        	
           
        	
           
        
	
          Quarterly consolidated and consolidating
financial statements
          with Compliance Certificate
        	
          The earlier of (i) quarterly,

          
            within 45 days and (ii) within 5 days
          

          
            after filing with the SEC
          

        	
          Yes No
        
	
          Compliance Certificate
        	
          Monthly within 25 days for each month

          
            that is not a quarter-end
          

        	
          Yes No
        
	
          Annual financial statement (CPA Audited) + CC
        	
          FYE within 120 days
        	
          Yes No
        
	
          10-Q, 10-K and 8-K
        	
          Within 5 days after filing with SEC
        	
          Yes No
        
	
          A/R & A/P Agings, Borrowing Base and Transaction
Reports
        	
          Monthly within 15 days*
        	
          Yes No
        
	
          Other filings with the SEC or any other regulatory agency
        	
          Within 10 days after filing
        	
          Yes No
        
	
          Projections
        	
          Annually within FYE and when

          
            amended
          

        	
           
        
	
          *Bank may, in its sole discretion, require Borrower to provide
          mid-month accounts receivable aging reports,

          
            unbilled revenue reports, cash receipt journals and other reports
            as may be required by Bank, in its sole discretion
          

        
	
          
            The following Intellectual Property was registered after the
            Effective Date and since the last Compliance Certificate was
            provided to the Bank (if no registrations, state “None”)
          

          
            ____________________________________________________________________________
          

        


    

    
      
        

        

      

      
        

        

        
          


        

      

      
        

        

      

    

    

    

    
    	
          
            Financial Covenant
          

        	
          
            Required
          

        	
          
            Actual
          

        	
          
            Complies
          

        
	
          Maintain:
        	
           
        	
           
        	
           
        
	
          Minimum Adjusted Quick Ratio (Quarterly)
        	
          0.80:1.0
        	
          _____:1.0
        	
          Yes No
        
	
          Minimum Consolidated EBITDA minus Capital
Expenditures (Quarterly)
        	
          **
        	
          
            $______
          

        	
          Yes No
        
	
          Minimum Liquidity (at all times, tested Monthly)
        	
          ***
        	
          
            $______
          

        	
          Yes No
        


    

    
                **        See Section 6.9(ii) of the Loan Agreement

    

    
                ***       See Section 6.9(iii) of the Loan Agreement

    

    

    

    
                The following financial covenant analyses and information set
      forth in Schedule 1 attached hereto are true and accurate as of the date
      of this Certificate.
    

    

    

    
                The following are the exceptions with respect to the
      certification above:  (If no exceptions exist, state “No exceptions to
      note.”)
    

    
    	
           
        
	
          
             
          

        
	
           
        


    

    

    

    
    	
          
            IBASIS, INC.
          

        	
           
        	
          
            BANK USE ONLY
          

        	

        
	

        	

        	

        	

        	
           
        
	

        	

        	

        	
          
            Received by:
          

        	
           
        
	
          
            By:
          

        	
           
        	

        	
          
            AUTHORIZED SIGNER
          

        
	
          
            Name:
          

        	
           
        	

        	
          
            Date:
          

        	
           
        
	
          
            Title:
          

        	
           
        	

        	
          
             
          

        	

        
	

        	

        	

        	
          
            Verified:
          

        	
           
        
	

        	

        	

        	
          
            AUTHORIZED SIGNER
          

        
	

        	

        	

        	

        	
           
        
	

        	

        	

        	
          
            Date:
          

        	
           
        
	

        	

        	

        	

        	
           
        
	

        	

        	

        	
          
            Compliance Status: Yes No
          

        


    

    
      
        

        

      

      
        

        

        
          


        

      

      
        

        

      

    

    

    

    
      Schedule 1 to Compliance Certificate

    

    

    

    
      Financial Covenants of Borrower

    

    

    

    

    

    
      Dated:    ____________________
    

    

    

    
      I.        Adjusted Quick Ratio (Section 6.9(i))
    

    
      Required:  Maintain, on a consolidated basis, a ratio of Quick Assets to
      Current Liabilities minus Deferred Revenue of not less than the
      following:
    

    

    

    
    	
          Period
        	
          Minimum Adjusted Quick Ratio
        
	
          
            Beginning with the fiscal quarter ended
December 31, 2008 and
            as of the end of each
fiscal quarter thereafter
          

        	
          0.80:1.00
        


    

    
       Actual:
    

    
    	
          A.
        	
          Aggregate value of the unrestricted cash and cash equivalents of
          Borrower and its Subsidiaries at Bank
        	
          $
        
	
          B.
        	
          Aggregate value of the net billed accounts receivable of Borrower
          and its Subsidiaries
        	
          $
        
	
          
            C.
          

        	
          
            Aggregate value of the Investments with maturities of fewer than
            12 months
of Borrower and it Subsidiaries
          

        	
          
            $
          

        
	
          D.
        	
          Quick Assets (the sum of lines A through C)
        	
          $
        
	
          E.
        	
          Aggregate value of Obligations to Bank
        	
          $
        
	
          F.
        	
          Aggregate value of liabilities of Borrower and its Subsidiaries
          (including all Indebtedness)

          
            that matures within one (1)
          

        	
          
             
          

          
            $
          

        
	
          G.
        	
          Current Liabilities (the sum of lines E and F)
        	
          $
        
	
          H.
        	
          Aggregate value of all amounts received or invoiced by Borrower in
          advance

          
            of performance under contracts and not yet recognized as revenue
          

        	
          
            $
          

        
	
          I
        	
          Line G minus line H
        	
          $
        
	
          J.
        	
          Adjusted Quick Ratio (line D divided by line I)
        	
          
             
          

        


    

    
      Is line J equal to or greater than ___:1:00?
    

    

    

    
                            No,
      not in compliance                                                           Yes,
      in compliance

    

    
      
        

        

      

      
        

        

        
          


        

      

      
        

        

      

    

    

    

    
      II.       Consolidated EBITDA of Borrower and its Subsidiaries (Section
      6.9(ii))
    

    
      Required:  Achieve, calculated on a consolidated basis with each of its
      Subsidiaries, measured as of the end of each fiscal quarter, EBITDA minus
      Capital Expenditures for such fiscal quarter, of at least (a)
      ($1,000,000) with respect to the fiscal quarter ending March 31, 2009;
      (b) $1.00 with respect to the fiscal quarter ending June 30, 2009; (c)
      $1,750,000 with respect to the fiscal quarter ending September 30, 2009,
      and (d) $3,500,000, with respect to the fiscal quarter ending December
      31, 2009 and with respect to each fiscal quarter thereafter.
    

    
      Actual:
    

    
    	
          A.
        	
          Net Income
        	
          $
        
	
          B.
        	
          Interest Expense
        	
          $
        
	
          C.
        	
          Depreciation expense (to the extent deducted from Net Income)
        	
          $
        
	
          D.
        	
          Amortization expense (to the extent deducted from Net Income)
        	
          $
        
	
          E.
        	
          Income Tax Expense
        	
          $
        
	
          F.
        	
          One-time transaction costs relating to KPN, B.V. acquisition of
          Borrower
        	
          $
        
	
          G
        	
          One-time non-recurring legal expenses incurred in connection with
          tender offers made by KPN, B.V. for the fiscal quarters ending
          September 30, 2009 and December 31, 2009
        	
          $
        
	
          H.
        	
          Consolidated EBITDA (line A plus line B plus line C plus line D plus
          line E plus line F plus line G)
        	
          $
        
	
          I.
        	
          Capital Expenditures
        	
          $
        
	
          J.
        	
          
            ADJUSTED EBITDA (line H minus line I)
          

        	
          $
        


    

    
      Is line J equal to or greater than $                                  ?
    

    

    

    
                            No,
      not in compliance                                                           Yes,
      in compliance

    

    
      
        

        

      

      
        

        

        
          


        

      

      
        

        

      

    

    

    

    
      III.      LIQUIDITY of Borrower (Section 6.9(iii))
    

    
      Required: Maintain at all times, to be measured as of the last day of
      each month, Liquidity of at least the lesser of (a) the monthly
      Borrowing Base calculation, with a floor of not less than Fifteen
      Million Dollars ($15,000,000) and (b) Seventeen Million Five Hundred
      Thousand Dollars ($17,500,000).
    

    
      Actual:
    

    
    	
          A.
        	
          Unrestricted cash at Bank
        	
          $
        
	
          B.
        	
          Availability Amount (net of any Non-formula Advances availability or
          amounts outstanding pursuant to clause (c) of the definition of
          “Borrowing Base”)
        	
          
            $
          

        
	
          C.
        	
          
            LIQUIDITY (line A plus line B)
          

        	
          $
        


    

    
      Is line D equal to or greater than $                        
    

    

    

    
                            No,
      not in compliance                                                           Yes,
      in compliance