LOAN DOCUMENT MODIFICATION AGREEMENT
NUMBER 8; DATED AS OF MAY 20, 2000
LOAN DOCUMENT MODIFICATION AGREEMENT dated as of May 20, 2000 (this
"Agreement") by and among SILICON VALLEY BANK (the "Bank"), a
California-chartered bank with its principal place of business located at
▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, and with a loan production
office located at ▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, doing
business under the name "Silicon Valley East," LIONBRIDGE TECHNOLOGIES
HOLDINGS B.V., a company with limited liability, incorporated in the
Netherlands and having a principal place of business located at The Sinus
Building, ▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇, ▇▇▇▇ ▇▇, ▇▇▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇, LIONBRIDGE
TECHNOLOGIES B. V., a company with limited liability, incorporated in the
Netherlands and having a principal place of business located at the same
address (each a "Borrower" and collectively, the "Borrowers") and LIONBRIDGE
TECHNOLOGIES, INC., a Delaware company with its principal place of business
located at ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ (the
"Parent Guarantor").
1. REFERENCE TO EXISTING LOAN DOCUMENTS.
Reference is hereby made to that Loan Agreement dated as of September
26, 1997 among the Bank and the Borrowers, as amended by Loan Documentation
Modification Agreement No. 1 dated as of May 21, 1998, as further amended by
Loan Document Modification Agreement. No. 2 dated as of February 25,
1999, Loan Document Modification Agreement No 3 dated as of May 20, 1999,
Loan Document Modification Agreement No. 4 dated as of July 16, 1999, Loan
Document Modification Agreement No. 5 dated as of September 20, 1999, Loan
Document Modification Agreement No. 6 dated as of December 20, 1999 and Loan
Document Modification Agreement No. 7 dated as of March 20, 2000 (with the
attached schedules and exhibits, and as the same may hereafter be further
amended, modified, supplemented, extended or restated from time to time, the
"Loan Agreement") and the Loan Documents referred to therein, including
without limitation that certain Amended and Restated Promissory Note of the
Borrowers dated as of March 20, 2000 in the principal amount of $8,000,000
(the "Existing Note") and the Security Documents referred to therein, and
also including that certain Amended and Restated Guarantee of the Parent
Guarantor dated as of May 21, 1998 in favor of the Bank (the "Parent
Guarantee") Unless otherwise defined herein, capitalized terms used in this
Agreement shall have the same respective meanings as set forth in the Loan
Agreement.
2. EFFECTIVE DATE.
This Agreement shall become effective as of May 20, 2000 (the "Effective
Date"), provided that the Bank shall have received the following on or before
June 9, 2000 and provided further, however, in no event shall this Agreement
become effective until signed by an officer of the Bank in California:
a. two copies of this Agreement, duly executed by each
Borrower and the Parent Guarantor;
b. an amended and restated promissory note in the form
enclosed herewith (the "Amended Note"), duly executed by the Borrowers;
c. the attached consents of affiliated entities who have
previously furnished guaranties in favor of the Bank of the obligations of
the Borrowers, duly executed by officers thereof;
d. payment of the Bank's facility fee specified below; and
e. such other documents, and completion of such other
matters, as the Bank may reasonably request in connection with the amendment
of the Loan Agreement, as contemplated hereunder.
By the signature of its authorized officer below, the Borrowers are
hereby representing that, except as modified in SCHEDULE A attached hereto,
the representations of the Borrowers set forth in the Loan Documents
(including those contained in the Loan Agreement, as amended by this
Agreement) are true and correct as of the Effective Date as if made on and as
of such date. In addition, the Borrowers confirm their authorization as to
the debiting of their account with the Bank in the amount of $6,667 in order
to pay the Bank's facility fee for the period up to and including the
extended Revolving Maturity Date. Finally, the Borrowers (and each guarantor
signing below) agree that, as of the Effective Date, they have no defenses
against their obligations to pay any amounts under the Loan Agreement and the
other Loan Documents.
3. DESCRIPTION OF CHANGE IN TERMS.
As of the Effective Date, the Loan Agreement is modified in the
following respects:
a. Section 1.1 of the Loan Agreement is hereby amended by
restating the definition of "Revolving Maturity Date" in its entirety as
follows:
"Revolving Maturity Date' means July 20, 2000."
b. The Loan Agreement and the other Loan Documents are hereby
amended wherever necessary or appropriate to reflect the foregoing change.
4. CONTINUING VALIDITY.
Upon the effectiveness hereof, each reference in each Security
Instrument or other Loan Document to "the Loan Agreement," "thereunder,"
"thereof," "therein" or words of like import referring to the Loan Agreement,
shall mean and be a reference to the Loan Agreement, as amended hereby.
Except as specifically set forth above, the Loan Agreement shall remain in
full force and effect and is hereby ratified and confirmed.
Each of the other Loan Documents is in full force and effect and is
hereby ratified and confirmed. The amendments and limited waiver set forth
above (i) do not constitute a waiver or modification of any term, condition
or covenant of the Loan Agreement or any other Loan Document, other than as
expressly set forth herein, and (ii) shall not prejudice any rights which the
Bank may now or hereafter have under or in connection with the Loan
Agreement, as modified hereby, or the other Loan Documents, and shall not
obligate the Bank to assent to any further modifications.
5. MISCELLANEOUS.
a. This Agreement may be signed in one or more counterparts
each of which taken together shall constitute one and the same document.
b. THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN
ACCORDANCE WITH THE LAWS OF THE COMMONWEALTH OF MASSACHUSETTS.
c. THE BORROWERS ACCEPT FOR THEMSELVES AND IN CONNECTION
WITH THEIR PROPERTIES, UNCONDITIONALLY, THE NONEXCLUSIVE JURISDICTION OF ANY
STATE OR FEDERAL COURT OF COMPETENT JURISDICTION IN THE COMMONWEALTH OF
MASSACHUSETTS IN ANY ACTION, SUIT, OR PROCEEDING OF ANY KIND AGAINST THEM
WHICH ARISES OUT OF OR BY REASON OF THIS AGREEMENT; PROVIDED, HOWEVER, THAT
IF FOR ANY REASON THE BANK CANNOT AVAIL ITSELF OF THE COURTS OF THE
COMMONWEALTH OF MASSACHUSETTS, THEN VENUE SHALL LIE IN SANTA ▇▇▇▇▇ COUNTY,
CALIFORNIA.
d. The Borrowers agree to promptly pay on demand all costs
and expenses of the Bank in connection with the preparation, reproduction,
execution and delivery of this Agreement and the other instruments and
documents to be delivered hereunder, including the reasonable fees and
out-of-pocket expenses of ▇▇▇▇▇▇▇▇ & Worcester LLP, special counsel for the
Bank with respect thereto.
[Remainder of page intentially left blank.]
IN WITNESS WHEREOF, the Bank and the Borrowers have caused this
Agreement to be signed under seal by their respective duly authorized
officers as of the date set forth above.
Sincerely,
SILICON VALLEY EAST, a Division
of Silicon Valley Bank
By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇
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▇▇▇▇▇▇ ▇. ▇▇▇▇
Senior Vice President
SILICON VALLEY BANK
BY: /s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇
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Name: ▇▇▇▇▇▇ ▇▇▇▇▇▇
Title:
(signed in Santa Clara, CA)
BORROWERS:
LIONBRIDGE TECHNOLOGIES HOLDINGS B.V.
By: /s/ ▇▇▇▇ ▇. ▇▇▇▇▇
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▇▇▇▇ ▇. ▇▇▇▇▇
Managing Director
LIONBRIDGE TECHNOLOGIES B.V.
By: /s/ ▇▇▇▇ ▇. ▇▇▇▇▇
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▇▇▇▇ ▇. ▇▇▇▇▇
Managing Director
PARENT GUARANTOR:
LIONBRIDGE TECHNOLOGIES, INC.
By: /s/ ▇▇▇▇ ▇. ▇▇▇▇▇
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▇▇▇▇ ▇. ▇▇▇▇▇
Chief Executive Officer