Exhibit 10.16
GUARANTEE
GUARANTEE dated September , 1997 made by LIONBRIDGE TECHNOLOGIES
IRELAND, an unlimited liability company duly incorporated and validly existing
under the laws of Ireland (the "GUARANTOR"), in favor of SILICON VALLEY BANK
(the "BANK").
W I T N E S S E T H :
WHEREAS, pursuant to the Loan Agreement dated as of September , 1997
among LioNBridge Technologies Holdings B.V. ("Holdings") and its wholly owned
subsidiary, LioNBridge Technologies B.V. (the "Company"), each a company with
limited liability incorporated in the Netherlands having its statutory seat in
Amsterdam and registered office in Amsterdam (together, the "BORROWERS") and the
Bank (as the same may be amended, modified, supplemented, extended or restated
from time to time, the "LOAN AGREEMENT"), the Bank has agreed, subject to the
terms and conditions thereof, to make credit extensions to the Borrowers;
WHEREAS, it is a condition precedent to the obligation of the Bank to
make credit extensions to the Borrowers under the Loan Agreement that, among
other things, the Guarantor shall have executed and delivered a guarantee of the
obligations of the Borrowers under the Loan Agreement, including, without
limitation, the Borrowers' obligations under their promissory note to the Bank
issued pursuant to the Loan Agreement (as the same may be amended, modified,
supplemented, extended or restated from time to time, the "NOTE");
WHEREAS, the Guarantor is a wholly owned subsidiary of Holdings and, as
a consequence, the Guarantor will derive significant benefit from the Bank's
agreement to make Credit Extensions to the Holdings and the Company;
NOW, THEREFORE, in consideration of the premises and to induce
the Bank to make advances and other extensions of credit to the Borrowers
thereunder, the Guarantor hereby agrees with the Bank as follows:
1. DEFINED TERMS. Unless otherwise defined herein, terms which
are defined in the Loan Agreement and used herein are so used as so defined. In
addition, the following terms shall have the meanings set forth below:
"MATERIAL ADVERSE EFFECT" means a material adverse effect on
(a) the business, operations, property, condition (financial or
otherwise) or prospects of the Guarantor, or of the Guarantor and its
Subsidiaries taken as a whole, (b) the ability of the Guarantor to
perform its obligations under this Guarantee, or (c) the validity or
enforceability of this Guarantee, or the rights of the Bank hereunder.
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"OBLIGATIONS" shall mean all obligations of the Borrowers to
the Bank, whether such obligations are now existing or hereafter
incurred or created, joint or several, direct or indirect, absolute or
contingent, due or to become due, matured or unmatured, liquidated or
unliquidated, arising by contract, operation of law or otherwise,
including, without limitation, (a) all principal of and interest
(including, without limitation, any interest which accrues after the
commencement of any case, proceeding or other action relating to the
bankruptcy, insolvency or reorganization of the Borrowers) on any
advance to the Borrowers under the Loan Agreement or the Note; (b) all
other amounts (including, without limitation, any fees or expenses)
payable by the Borrowers under the Loan Agreement, the Note or any
other Loan Document; (c) all amounts payable to the Bank in connection
with the issuance of any letter of credit by the Bank for the account
of the Borrowers or any drawing thereunder, including without
limitation, any reimbursement obligation and letter of credit fees
payable under any letter of credit application or reimbursement
agreement executed by the Borrowers in connection with any such letter
of credit; and (d) any renewals, refinancings or extensions of any of
the foregoing.
2. GUARANTEE. The Guarantor hereby unconditionally and
irrevocably guarantees to the Bank the prompt and complete payment and
performance by the Borrowers when due (whether at stated maturity, by
acceleration or otherwise) of the Obligations. The Guarantor further agrees to
pay any and all expenses (including, without limitation, all reasonable fees and
disbursements of counsel to the Bank) which may be paid or incurred by the Bank
in enforcing, or obtaining advice of counsel in respect of, any of its rights
under this Guarantee. This Guarantee shall remain in full force and effect until
the Obligations are paid in full and the obligations of the Bank to make
Advances or other Credit Extensions under the Loan Agreement is terminated,
notwithstanding that from time to time prior thereto the Borrowers may be free
from any Obligations.
3. SUBROGATION AND CONTRIBUTION. Until payment and performance
in full of all the Obligations, the Guarantor irrevocably and unconditionally
waives any and all rights to which it may be entitled, by operation of law or
otherwise, (a) to be subrogated, with respect to any payment made by the
Guarantor hereunder, to the rights of the Bank against the Borrowers, or
otherwise to be reimbursed, indemnified or exonerated by the Borrowers in
respect thereof or (b) to receive any payment, in the nature of contribution or
for any other reason, from any other guarantor of the Obligations with respect
to any payment made by the Guarantor hereunder.
4. EFFECT OF BANKRUPTCY STAY. If acceleration of the time for
payment or performance of any of the Obligations is stayed upon the insolvency,
bankruptcy or reorganization of the Borrowers or any other Person or otherwise,
all such amounts otherwise subject to acceleration shall nonetheless be payable
by the Guarantor under this Guarantee forthwith upon demand.
5. RECEIPT OF LOAN DOCUMENTS, ETC. The Guarantor confirms,
represents and warrants to the Bank that (i) it has received true and complete
copies of the Loan Agreement, the Note and the other Loan Documents entered into
as of the date hereof from the
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Borrowers, has read the contents thereof and reviewed the same with legal
counsel of its choice; (ii) no representations or agreements of any kind have
been made to the Guarantor which would limit or qualify in any way the terms of
this Guarantee; (iii) the Bank has made no representation to the Guarantor as to
the creditworthiness of the Borrowers; and (iv) the Guarantor has established
adequate means of obtaining from the Borrowers on a continuing basis information
regarding the Borrower's financial condition. The Guarantor agrees to keep
adequately informed from such means of any facts, events, or circumstances which
might in any way affect the Guarantor's risks under this Guarantee, and the
Guarantor further agrees that the Bank shall have no obligation to disclose to
the Guarantor any information or documents acquired by the Bank in the course of
its relationship with the Borrowers.
6. AMENDMENTS, ETC. WITH RESPECT TO THE OBLIGATIONS. The
obligations of the Guarantor under this Guarantee shall remain in full force and
effect without regard to, and shall not be released, altered, exhausted,
discharged or in any way affected by any circumstance or condition (whether or
not the Borrowers shall have any knowledge or notice thereof), including without
limitation (i) any amendment or modification of or supplement to the Loan
Agreement, the Note, or any other Loan Document, or any obligation, duty or
agreement of the Borrowers or any other Person thereunder or in respect thereof,
(ii) any assignment or transfer in whole or in part of any of the Obligations,
(iii) any furnishing or acceptance of any direct or indirect security or
guaranty, or any release of or non-perfection or invalidity of any direct or
indirect security or guaranty, for any of the Obligations, (iv) any waiver,
consent, extension, renewal, indulgence, settlement, compromise or other action
or inaction under or in respect of the Loan Agreement, the Note, or any other
Loan Document, or any exercise or nonexercise of any right, remedy, power or
privilege under or in respect of any such instrument (whether by operation of
law or otherwise), (v) any bankruptcy, insolvency, reorganization, arrangement,
readjustment, composition, liquidation or similar proceeding with respect to the
Borrowers or any other Person (other than the Guarantor) or any of their
respective properties or creditors or any resulting release or discharge of any
Obligations, (vi) the voluntary or involuntary sale or other disposition of all
or substantially all the assets of the Borrowers or any other Person (other than
the Guarantor), (vii) the voluntary or involuntary liquidation, dissolution or
termination of the Borrowers or any other Person (other than the Guarantor),
(viii) any invalidity or unenforceability, in whole or in part, of any term
hereof or of the Loan Agreement, the Note, or any other Loan Document, or any
obligation, duty or agreement of the Borrowers or any other Person (other than
the Guarantor) thereunder or in respect thereof, or any provision of any
applicable law or regulation purporting to prohibit the payment or performance
by the Borrowers or any other Person (other than the Guarantor) of any
Obligations, (ix) any failure on the part of the Borrowers or any other Person
for any reason to perform or comply with any term of the Loan Agreement, the
Note, or any other Loan Document or any other agreement, or (x) any other act,
omission or occurrence whatsoever, whether similar or dissimilar to the
foregoing. The Guarantor authorizes the Borrowers, each other guarantor in
respect of Obligations and the Bank at any time in its discretion, as the case
may be, to alter any of the terms of Obligations.
7. GUARANTOR AS PRINCIPAL. If for any reason the Borrowers or
any other Person is under no legal obligation to discharge any Obligations, or
if any other moneys included in Obligations have become unrecoverable from the
Borrowers or any other Person
by operation of law or for any other reason, including, without limitation, the
invalidity or irregularity in whole or in part of any Obligation or of the Loan
Agreement, the Note, or any other Loan Document, the legal disability of the
Borrowers or any other obligor in respect of Obligations, any discharge of or
limitation on the liability of the Borrowers or any other person or any
limitation on the method or terms of payment under any Obligation, or of the
Loan Agreement, the Note, or any other Loan Document, which may now or hereafter
be caused or imposed in any manner whatsoever (whether consensual or arising by
operation of law or otherwise), this Guarantee shall nevertheless remain in full
force and effect and shall be binding upon the Guarantor to the same extent as
if the Guarantor at all times had been the principal obligor on all Obligations.
8. WAIVER OF DEMAND, NOTICE, ETC. The Guarantor hereby waives,
to the extent not prohibited by applicable law, (i) all presentments, demands
for performance, notice of nonperformance, protests, notices of protests and
notices of dishonor in connection with the Obligations or the Loan Agreement,
the Note, or any other Loan Document, including but not limited to notice of
additional indebtedness constituting Obligations or the existence, creation or
incurring of any new or additional indebtedness or obligation or of any action
or non-action on the part of the Borrowers, the Bank, any endorser or creditor
of the Borrowers or any other Person; (ii) any notice of any indulgence,
extensions or renewals granted to any obligor with respect to Obligations; (iii)
any requirement of diligence or promptness in the enforcement of rights under
the Loan Agreement, the Note, or any other Loan Document, or any other agreement
or instrument directly or indirectly relating thereto or to the Obligations;
(iv) any enforcement of any present or future agreement or instrument relating
directly or indirectly thereto or to the Obligations; (v) notice of any of the
matters referred to in PARAGRAPH 8 above, (vi) any defense of any kind which the
Guarantor may now have with respect to his liability under this Guarantee; (vii)
any right to require the Bank, as a condition of enforcement of this Guarantee,
to proceed against the Borrowers or any other Person or to proceed against or
exhaust any security held by the Bank at any time or to pursue any other right
or remedy in the Bank's power before proceeding against the Guarantor; (viii)
any defense that may arise by reason of the incapacity, lack of authority, death
or disability of any other Person or Persons or the failure of the Bank to file
or enforce a claim against the estate (in administration, bankruptcy, or any
other proceeding) of any other Person or Persons; (ix) any defense based upon an
election of remedies by the Bank; (x) any defense arising by reason of any "one
action" or "anti-deficiency" law or any other law which may prevent the Bank
from bringing any action, including a claim for deficiency, against the
Guarantor, before or after the Bank's commencement of completion of any
foreclosure action, either judicially or by exercise of a power of sale; (xi)
any defense based upon any lack of diligence by the Bank in the collection of
any Obligation; (xii) any duty on the part of the Bank to disclose to the
Guarantor any facts the Bank may now or hereafter know about the Borrowers or
any other obligor in respect of Obligations; (xiii) any defense arising because
of an election made by the Bank under Section 1111(b)(2) of the United States
Federal Bankruptcy Code; (xiv) any defense based on any borrowing or grant of a
security interest under Section 364 of the United States Federal Bankruptcy
Code; and (xv) any defense based upon or arising out of any defense which the
Borrowers or any other Person may have to the payment or performance of
Obligations (including but not limited to failure of consideration, breach of
warranty, fraud, payment, accord and satisfaction, strict foreclosure, statute
of frauds, bankruptcy, infancy, statute of
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limitations, lender liability and usury). Guarantor acknowledges and agrees that
each of the waivers set forth herein on the part of the Guarantor is made with
Guarantor's full knowledge of the significance and consequences thereof and that
under the circumstances the waivers are reasonable. If any such waiver is
determined to be contrary to any applicable law or public policy, such waiver
shall be effective only to the extent permitted by such law or public policy.
9. REINSTATEMENT. This Guarantee shall continue to be
effective, or be reinstated, as the case may be, if at any time payment, or any
part thereof, of any of the Obligations is rescinded or must otherwise be
restored or returned by the Bank upon the insolvency, bankruptcy, dissolution,
liquidation, examination or reorganization of the Borrowers or upon or as a
result of the appointment of a receiver, intervenor or conservator of, or
trustee, examiner or similar officer for, the Borrowers or any substantial part
of its property, or otherwise, all as though such payments had not been made.
10. PAYMENTS. The Guarantor hereby agrees that the Obligations
will be paid to the Bank without set-off or counterclaim in U.S. Dollars at the
office of the Bank located at 0000 Xxxxxx Xxxxx, Xxxxx Xxxxx, Xxxxxxxxxx 00000,
or to such other location as the Bank shall notify the Guarantor.
11. REPRESENTATIONS AND WARRANTIES. The Guarantor represents
and warrants that:
(a) CORPORATE EXISTENCE. The Guarantor is an unlimited
liability company duly incorporated and validly existing under the laws
of the jurisdiction of its incorporation, and is duly licensed or
qualified as a foreign corporation in all states wherein the nature of
its property owned or business transacted by it makes such licensing or
qualification necessary.
(b) NO VIOLATION. The execution, delivery and performance of
this Guarantee will not contravene any provision of law, statute, rule
or regulation to which the Guarantor is subject or any judgment,
decree, franchise, order or permit applicable to the Guarantor or will
conflict or will be inconsistent with or will result in any breach of,
any of the terms, covenants, conditions or provisions of, or constitute
a default under, or result in the creation or imposition of (or the
obligation to create or impose) any Lien upon any of the property or
assets of the Guarantor pursuant to the terms of any contractual
obligation of the Guarantor or violate any provision of the Memorandum
of the Articles of Association of the Guarantor.
(c) CORPORATE AUTHORITY AND POWER. The execution, delivery and
performance of this Guarantee is within the corporate powers of the
Guarantor and has been duly authorized by all necessary corporate
action.
(d) ENFORCEABILITY. This Guarantee constitutes a valid and
binding obligation of the Guarantor enforceable against the Guarantor
in accordance with its terms, except as enforceability may be limited
by applicable bankruptcy, insolvency,
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reorganization, moratorium or similar laws affecting the enforcement of
creditors' rights generally and except as enforceability may be subject
to general principles of equity, whether such principles are applied in
a court of equity or at law.
(e) GOVERNMENTAL APPROVALS. No order, permission, consent,
approval, license, authorization, registration or validation of, or
filing with, or exemption by, any governmental authority is required to
authorize, or is required in connection with, the execution, delivery
and performance of this Guarantee, or the taking of any action
contemplated hereby or thereby.
(f) FINANCIAL STATEMENTS. Holdings has heretofore furnished
the Bank with complete and correct copies of the audited consolidated
balance sheet of Holdings and its Subsidiaries (including the
Guarantor) as of December 31, 1996, and the related audited
consolidated statements of income and of cash flows for the fiscal year
of Holdings and its Subsidiaries (including the Guarantor) ended on
such date, examined by Coopers & Xxxxxxx. The Guarantor has no material
liabilities, contingent or otherwise, including liabilities for taxes
or any unusual forward or long-term commitments or any Guarantee, which
are not disclosed by or included in the financial statements referred
to above or in the notes thereto, and there are no unrealized or
anticipated losses from any unfavorable commitments of the Guarantor
which may have a Material Adverse Effect. During the period from
December 31, 1996 to the date hereof there has been no sale, transfer
or other disposition by the Guarantor of any material part of its
business or property and no purchase or other acquisition of any
business or property (including any capital stock of any Person)
material in relation to the consolidated financial condition of
Holdings and its Subsidiaries at December 31, 1996.
(g) NO CHANGE. Since December 31, 1996 there has been no
development or event, nor any prospective development or event, which
has had or could have a Material Adverse Effect.
(h) LITIGATION. There are no actions, suits or proceedings
pending or threatened against or affecting the Guarantor before any
Governmental Authority, which in any one case or in the aggregate, if
determined adversely to the interests of the Guarantor, would have a
Material Adverse Effect.
(i) COMPLIANCE WITH OTHER INSTRUMENTS; COMPLIANCE WITH LAW.
The Guarantor is not in default under (i) any contractual obligation,
where such default could have a Material Adverse Effect, or (ii) the
terms of any agreements relating to any Indebtedness of the Guarantor.
(j) The Guarantor is not in default with respect to any
applicable statute, rule, writ, injunction, decree, order or regulation
of any Governmental Authority having jurisdiction over the Guarantor
which could have a Material Adverse Effect.
(k) SUBSIDIARIES. The Guarantor has no Subsidiaries.
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(l) LIMITS ON ABILITY TO INCUR INDEBTEDNESS. The Guarantor is
not subject to regulation under any statute or regulation which limits
its ability to incur Indebtedness.
(m) TITLE TO PROPERTY. The Guarantor has good and marketable
title to all of its properties and assets, in each case including the
properties and assets reflected in the consolidated balance sheet of
Holdings and its Subsidiaries as of the December 31, 1996 except
properties and assets disposed of since that date in the ordinary
course of business, and none of such properties or assets is subject to
(i) any Lien except for Permitted Liens, or (ii) a defect in title or
other claim other than defects and claims that, in the aggregate, would
have no Material Adverse Effect. The Guarantor enjoys peaceful and
undisturbed possession under all leases necessary in any material
respect for the operation of its properties and assets, none of which
contains any unusual or burdensome provisions could reasonably be
expected to have a Material Adverse Effect. All such leases are valid
and subsisting and are in full force and effect.
(n) TAXES. All tax returns of the Guarantor required to be
filed have been timely filed, all taxes, fees and other governmental
charges (other than those being contested in good faith by appropriate
proceedings diligently conducted and with respect to which adequate
reserves have been established and, in the case of AD VALOREM taxes or
betterment assessments, no proceedings to foreclose any lien with
respect thereto have been commenced and, in all other cases, no notice
of lien has been filed or other action taken to perfect or enforce such
lien) shown thereon which are payable have been paid. The charges and
reserves on the books of the Guarantor in respect of all income and
other taxes are adequate, and the Guarantor knows of no additional
assessment or any basis therefor. The income tax returns of the
Guarantor have not been audited within the last three years, all prior
audits have been closed, and there are no unpaid assessments, penalties
or other charges arising from such prior audits.
12. AUDITS. Bank shall have a right from time to time
hereafter to audit the books and record of Guarantor at Guarantor's expense,
provided that such audits will be conducted no more often than twice in any year
unless an Event of Default has occurred and is continuing.
13. SUBORDINATION OF CLAIMS AGAINST BORROWERS. Without
limiting the provisions of PARAGRAPH 4 hereof, the Guarantor hereby irrevocably
agrees that any and all claims which the Guarantor may now or hereafter have
against the Borrowers or any other guarantor of the Obligations, including,
without limitation, the benefit of any setoff or counterclaim or proof against
dividend, composition or payment by the Borrowers or such other guarantor, shall
be subject and subordinate to the prior payment in full of all of the
Obligations to the Bank. After the occurrence of a Default, the Guarantor shall
not claim from the Borrowers or such other guarantor, or with respect to any of
their respective properties, any sums which may be owing to the Guarantor, or
have the benefit of any setoff or counterclaim or proof against dividend,
composition or payment by the Borrowers or such other guarantor, until all
Guaranteed Obligations shall have been paid in full. Should any payment or
distribution or security or the benefit of proceeds thereof be received by the
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Guarantor upon or with respect to amounts due to him from the Borrowers or any
other guarantor of the Obligations after a Default has occurred and prior to the
payment in full of all Obligations, the Guarantor will forthwith deliver the
same to the Bank in precisely the form received (except for endorsement or
assignment where necessary), for application in or towards repayment of the
Obligations and, until so delivered, the same shall be held in trust as property
of the Bank. In the event of the failure of the Guarantor to make any such
endorsement or assignment, the Bank is hereby irrevocably authorized to make the
same on behalf of the Guarantor.
14. SEVERABILITY. Any provision of this Guarantee which is
prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction,
be ineffective to the extent of such prohibition or unenforceability without
invalidating the remaining provisions hereof, and any such prohibition or
unenforceability in any jurisdiction shall not invalidate or render
unenforceable such provision in any other jurisdiction.
15. PARAGRAPH HEADINGS. The paragraph headings used in this
Guarantee are for convenience of reference only and are not to affect the
construction hereof or be taken into consideration in the interpretation hereof.
16. NO WAIVER, CUMULATIVE REMEDIES. The Bank shall not by any
act, delay, indulgence, omission or otherwise, be deemed to have waived any
right or remedy hereunder or to have acquiesced in any Default or Event of
Default or in any breach of any of the terms and conditions hereof. No failure
to exercise, nor any delay in exercising, on the part of the Bank, any right,
power or privilege hereunder shall operate as a waiver thereof. No single or
partial exercise of any right, power or privilege hereunder shall preclude any
other or further exercise thereof or the exercise of any other right, power or
privilege. A waiver by the Bank of any right or remedy hereunder on any one
occasion shall not be construed as a bar to any right or remedy which the Bank
would otherwise have on any future occasion. The rights and remedies herein
provided are cumulative, may be exercised singly or concurrently and are not
exclusive of any rights or remedies provided by law.
17. MISCELLANEOUS. This Guarantee constitutes the entire
agreement of the Guarantor with respect to the matters set forth herein. None of
the terms or provisions of this Guarantee may be waived, amended, supplemented
or otherwise modified except by a written instrument executed by the Guarantor
and the Bank, provided that any provision of this Guarantee may be waived by the
Bank in a letter or agreement executed by the Bank or by telecopy from the Bank.
This Guarantee shall be binding upon the successors and assigns of the Guarantor
and shall inure to the benefit of the Bank and its successors and assigns.
18. WAIVER OF JURY TRIAL; CONSENT TO JURISDICTION; GOVERNING
LAW. THE GUARANTOR AND THE BANK BY ITS ACCEPTANCE HEREOF EACH HEREBY EXPRESSLY
WAIVES ANY RIGHT IT MAY NOW OR HEREAFTER HAVE TO A JURY TRIAL IN ANY SUIT,
ACTION, PROCEEDING OR COUNTERCLAIM WHICH ARISES OUT OF, BASED UPON OR BY REASON
OF THIS GUARANTEE, ANY LOAN DOCUMENT (AS DEFINED IN THE LOAN AGREEMENT), OR THE
TRANSACTIONS CONTEMPLATED HEREBY. THE
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PROVISIONS OF THIS PARAGRAPH HAVE BEEN FULLY DISCUSSED BY THE BANK AND THE
GUARANTOR, AND SHALL BE SUBJECT TO NO EXCEPTIONS.
BY ITS EXECUTION AND DELIVERY OF THIS GUARANTEE, THE GUARANTOR ACCEPTS
FOR ITSELF AND IN CONNECTION WITH ITS PROPERTIES, GENERALLY AND 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 IT WHICH ARISES OUT OF OR BY REASON OF THIS
GUARANTEE, ANY LOAN DOCUMENT (AS DEFINED IN THE LOAN AGREEMENT), OR THE
TRANSACTIONS CONTEMPLATED HEREBY, IN ADDITION TO ANY OTHER COURT IN WHICH SUCH
ACTION, SUIT OR PROCEEDING MAY BE BROUGHT, IRREVOCABLY AGREES TO BE BOUND BY ANY
JUDGMENT RENDERED BY ANY SUCH COURT IN ANY SUCH ACTION, SUIT OR PROCEEDING IN
WHICH IT SHALL HAVE BEEN SERVED WITH PROCESS IN THE MANNER HEREINAFTER PROVIDED,
AND TO THE EXTENT THAT IT MAY LAWFULLY DO SO, WAIVES AND AGREES NOT TO ASSERT,
BY WAY OF MOTION, AS A DEFENSE OR OTHERWISE, IN SUCH ACTION, SUIT OR PROCEEDING
ANY CLAIMS THAT IT IS NOT PERSONALLY SUBJECT TO THE JURISDICTION OF SUCH COURT,
THAT ITS PROPERTY IS EXEMPT OR IMMUNE FROM ATTACHMENT OR EXECUTION, THAT THE
ACTION, SUIT OR PROCEEDING IS BROUGHT IN AN INCONVENIENT FORUM OR THAT THE VENUE
THEREOF IS IMPROPER.
THIS GUARANTEE SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH
THE LAWS OF THE COMMONWEALTH OF MASSACHUSETTS.
19. NOTICES. All notices under this Guarantee shall be in
writing, and shall be delivered by hand, by an internationally recognized
commercial overnight delivery service, or by telecopy, delivered, addressed or
transmitted, if to the Bank, at its address or telecopy number set forth in the
Loan Agreement, and if to the Guarantor, at its address or telecopy number set
out below its signature in this Guarantee. Such notices shall be effective (a)
in the case of hand deliveries, when received, (b) in the case of an overnight
delivery service, on the next Business Day after being placed in the possession
of such delivery service, with delivery charges prepaid and (c) in the case of
telecopy notices, when electronic indication of receipt is received. Either
party may change its address and telecopy number by written notice to the other.
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IN WITNESS WHEREOF, the undersigned has caused this Guarantee to be
duly executed and delivered as of the date first above written.
Given under the Common Seal of
LIONBRIDGE TECHNOLOGIES IRELAND
Address for Notices:
LioNBridge Technologies Ireland
c/o LioNBridge Technologies, Inc.
000 Xxxxxx Xxxxxx, Xxxxx 0000
Xxxxxxx, XX 00000
Telecopy No.: (000) 000-0000
Copy to:
LioNBridge Technologies Ireland
Xxxxxxx Xxxxx
Xxxxxx Xxxx, Xxxxxxxxx
Xxxxxx xx Xxxxxx, XXXXXXX
Telecopy No.:_______________
