Exhibit 10.12
AGREEMENT AND AMENDMENT TO SENIOR SUBORDINATED PROMISSORY NOTE
Reference is made to the Amended and Restated Senior Subordinated
Promissory Note (the "Note") originally issued by IC Global Services, Inc., now
known as INT'▇.▇▇▇, Inc.("INTL"), to ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ("Gateau") on April 9, 1999,
for the original principal amount of $3,250,000. INTL is a wholly-owned
subsidiary of Lionbridge Technologies, Inc. ("Lionbridge"). The remaining
principal amount due under the Note is $2,250,000.
For good and valuable consideration, the sufficiency of which is hereby
acknowledged, INTL, Gateau, and Lionbridge agree to the following amendment of
the terms of the Note:
1. The interest rate and payment of interest under Section 1 of the
Note is amended as follows:
"Effective as of July 1, 2002, (a) interest shall accrue at the rate of
ten percent (10%) per annum on the unpaid principal amount of this Note
outstanding from time to time from and including July 1, 2002 until
April 1, 2003, and (b) accrued interest shall be paid quarterly, with
the first payment due October 1, 2002 and the remaining interest
payments due on January 2, 2003 and April 1, 2003. Unless prohibited
under applicable law, any accrued interest which is not paid on the
date on which it is payable shall bear interest at the same rate at
which interest in then accruing on the principal amount of this Note."
2. The scheduled payment date under Section 2(a) of the Note is
amended as follows:
"In lieu of payment of the principal amount of the Note on the Maturity
Date, the parties agree that the remaining principal balance of
$2,250,000 due under the terms of the Note as of July 1, 2002, shall be
paid by INTL to the holder of the Note as follows:
$250,000 on October 1, 2002
$1,000,000 on January 2, 2003
$1,000,000 on April 1, 2003"
3. The parties agree that upon the closing of any Change of Control
(as such term is defined herein) of Lionbridge Technologies, Inc.
("Lionbridge"), all principal and accrued interest due under the
Note shall be immediately due and payable.
A "Change in Control" shall mean a change in control of a nature
that would be required to be reported in response to Item 6(e) of
Schedule 14A promulgated under the Securities Exchange Act of
1934, as amended ("Exchange Act") as of the date of this
Agreement; provided that, without limitation a "Change in
Control" shall be deemed to occur (a) when any person (as such
term is used in Sections 13(d) and 14(d)(2) of the Exchange Act),
other than an employee benefit plan established or maintained by
Lionbridge or any of its respective affiliates, is or becomes the
beneficial owner (as defined in Rule 13d-3 of the Exchange Act)
directly or indirectly, of securities of Lionbridge representing
fifty percent (50%) or more of the combined voting power of
Lionbridge's then outstanding securities; (b) upon the first
purchase of Lionbridge's common stock pursuant to a tender or
exchange offer (other than a tender or exchange offer made by
Lionbridge or an employee benefit plan established or maintained
by Lionbridge or any of its affiliates); (c) upon (i) the
consummation of a merger or consolidation of Lionbridge with or
into another corporation (other than a merger or consolidation in
which Lionbridge is the surviving corporation and which does not
result in any capital reorganization or reclassification or other
change in Lionbridge's then outstanding shares of common stock),
(ii) the approval by the Company's stockholders of a sale or
disposition of all or substantially all of Lionbridge's assets,
or (iii) the approval by the Company's stockholders of a plan of
liquidation or dissolution of Lionbridge.
4. Lionbridge consents to the terms of this Agreement and Amendment
to Senior Subordinated Promissory Note.
IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be
executed by their respective officers or duly authorized representatives as of
the 13th day of September, 2002.
INT'▇.▇▇▇, Inc.
By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇, Vice President
LIONBRIDGE TECHNOLOGIES, INC.
By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇, Senior Vice President
/s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇▇ ▇▇▇▇▇▇