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EXHIBIT 10.2
LOAN DOCUMENT MODIFICATION AGREEMENT
NUMBER 9; DATED AS OF JULY 20, 2000
LOAN DOCUMENT MODIFICATION AGREEMENT dated as of July 20, 2000 (this
"Agreement") by and among SILICON VALLEY BANK (the "Bank"), a
California-chartered bank with its principal place of business located at 3003
Tasman Drive, Santa Clara, California 95054, and with a loan production office
located at 40 William Street, Wellesley, Massachusetts 02481, 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, Overschiestraat 55,
1062 HN, Amsterdam, The Netherlands, 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 950 Winter Street, Suite
2410, Waltham, Massachusetts 02451 (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, Loan Document
Modification Agreement No. 7 dated as of March 20, 2000 and Loan Document
Modification Agreement No. 8 dated as of May 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 May 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 July 20, 2000 (the
"Effective Date"), provided that the Bank shall have received the following on
or before September 28, 2000 and provided further, however, in no event shall
this Agreement become effective until signed by an officer of the Bank in
California:
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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 $25,000 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 October 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
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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 NON-EXCLUSIVE 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 CLARA 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
Sullivan & Worcester LLP, special counsel for the Bank with respect thereto.
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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/ Andrew H. Tsao
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Andrew H. Tsao
Senior Vice President
SILICON VALLEY BANK
By: /S/ Maggie Garcia
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Name: Maggie Garcia
Title: Assistant Vice President
(signed in Santa Clara, CA)
BORROWERS:
LIONBRIDGE TECHNOLOGIES HOLDINGS B.V.
By: /s/ Rory J. Cowan
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Rory J. Cowan
Managing Director
LIONBRIDGE TECHNOLOGIES B.V.
By: /s/ Rory J. Cowan
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Rory J. Cowan
Managing Director
PARENT GUARANTOR:
LIONBRIDGE TECHNOLOGIES, INC.
By: /s/ Rory J. Cowan
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Rory J. Cowan
Chief Executive Officer
