Exhibit 10.2
FORM OF
AMENDED AND RESTATED PROMISSORY NOTE
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$8,000,000 Boston, Massachusetts
As of September 20, 1999
FOR VALUED RECEIVED, the undersigned (the "Borrowers"), jointly and
severally, absolutely and unconditionally promise to pay to the order of
Silicon Valley Bank ("Payee") at the head office of Payee at 0000 Xxxxxx
Xxxxx, Xxxxx Xxxxx, Xxxxxxxxxx 00000:
(a) on December 20, 1999, the principal amount of EIGHT MILLION DOLLARS
($8,000,000) or, if less, the aggregate unpaid principal amount of Advances made
by the Payee to the Borrowers pursuant to the Loan Agreement dated as of
September 26, 1997, as amended May 21, 1998, February 25, 1999, May 20, 1999 and
September 20, 1999 and as may be further amended or supplemented from time to
time (the "Loan Agreement"), by and among the Borrowers and the Payee; and
(b) interest on the principal balance hereof from time to time
outstanding from the date hereof through and including the date on which such
principal amount is paid in full, at the times and at the rates provided in
the Loan Agreement.
This Note constitutes an amendment and restatement in its entirety of
the Amended and Restated Promissory Note payable to the Payee in the original
principal amount of $8,000,000 dated May 20, 1999, (the "Preceding Note") and
is in substitution therefor and a replacement thereof. Nothing herein or in
any other document shall be construed to constitute payment of the Preceding
Note or to release or terminate the security interest created by any Security
Documents in favor of the Payee in respect of the obligations of the
Borrowers, thereunder.
This Note evidences borrowings under, is subject to the terms and
conditions of and has been issued by the Borrowers in accordance with the
terms of, the Loan Agreement. The Payee and any holder hereof is entitled to
the benefits and subject to the conditions of the Loan Agreement and may
enforce the agreements of the Borrowers contained therein, and any holder
hereof may exercise the respective remedies provided for thereby or otherwise
available in respect thereof, all in accordance with the respective terms
thereof. This Note is secured by the Security Documents described in the Loan
Agreement.
All capitalized terms used in this Note and not otherwise defined herein
shall have the same meanings herein as in the Loan Agreement.
This Note may be prepaid at any time, without premium or penalty, in
whole or in part. Any prepayment of principal shall be accompanied by a
payment of accrued interest in respect of the principal being prepaid.
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If any Event of Default shall occur and be continuing, the Payee may
declare any or all obligations or liabilities of the Borrowers to the Payee
(including the unpaid principal hereunder and any interest due thereon)
immediately due and payable without presentment, demand, protest or notice.
The Borrowers and every endorser and guarantor of this Note or the
obligation represented hereby waive presentment, demand, notice, protest and
all other demands and notice in connection with the delivery, acceptance,
performance, default or enforcement of this Note, assent to any extension or
postponement of the time of payment or any other indulgence, to any
substitution, exchange or release of collateral and to the addition or
release of any other party or person primarily or secondarily liable.
This Note shall be governed by, and construed in accordance with, the
internal laws of The Commonwealth of Massachusetts, without regard to
principles of conflicts of law. Each of the Borrowers hereby submits to the
exclusive jurisdiction of the state and Federal courts located in The
Commonwealth of Massachusetts and in the County of Santa Xxxxx, State of
California in connection with any suit under or in connection with this Note.
The Borrowers irrevocably waive any objection which they may now or hereafter
have to the laying of venue of any such action brought in the courts referred
to in the preceding sentence and irrevocably waive and agree not to plead or
claim in any such action that such action has been brought in a inconvenient
forum. THE BORROWERS HEREBY WAIVE THEIR RESPECTIVE RIGHTS TO A JURY TRIAL OF
ANY CLAIM OR CAUSE OF ACTION BASED UPON OR ARISING OUT OF ANY OF THE LOAN
DOCUMENTS OR ANY OF THE TRANSACTIONS CONTEMPLATED THEREIN, INCLUDING CONTRACT
CLAIMS, TORT CLAIMS, BREACH OF DUTY CLAIMS, AND ALL OTHER COMMON LAW OR
STATUTORY CLAIMS. EACH BORROWER RECOGNIZES AND AGREES THAT THE FOREGOING
WAIVE CONSTITUTES A MATERIAL INDUCEMENT FOR IT TO ENTER INTO THIS AGREEMENT.
EACH BORROWER REPRESENTS AND WARRANTS THAT IT HAS REVIEWED THIS WAIVER WITH
ITS LEGAL COUNSEL AND THAT IT KNOWINGLY AND VOLUNTARILY WAIVES ITS JURY TRIAL
RIGHTS FOLLOWING CONSULTATION WITH LEGAL COUNSEL.
This Note shall be deemed to take effect as a sealed instrument under
the laws of The Commonwealth of Massachusetts and for all purposes shall be
construed in accordance with such laws (without regard to conflicts of laws
rules).
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IN WITNESS WHEREOF, the Borrowers have caused this Note to be signed
under seal by their duly authorized officers as of the day and year first
above written.
BORROWERS:
LIONBRIDGE TECHNOLOGIES
HOLDINGS B.V.
By:
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Xxxx X. Xxxxx
Managing Director
LIONBRIDGE TECHNOLOGIES B.V.
By:
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Xxxx X. Xxxxx
Managing Director
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