LOAN DOCUMENT MODIFICATION AGREEMENT
NUMBER 5; DATED AS OF SEPTEMBER 20, 1999
LOAN DOCUMENT MODIFICATION AGREEMENT dated as of September 20, 1999
(this "Agreement") by and among SILICON VALLEY BANK (the "Bank"), a
California-chartered bank with its principal place of business located at 0000
Xxxxxx Xxxxx, Xxxxx Xxxxx, Xxxxxxxxxx 00000, and with a loan production office
located at 00 Xxxxxxx Xxxxxx, Xxxxxxxxx, Xxxxxxxxxxxxx 00000, 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, Xxxxxxxxxxxxxxx 00,
0000 XX, Xxxxxxxxx, Xxx Xxxxxxxxxxx and LIONBRIDGE TECHNOLOGIES B.V., a company
with limited liability, incorporated in 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 000 Xxxxxx Xxxxxx, Xxxxx 0000, Xxxxxxx,
Xxxxxxxxxxxxx 00000 (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 and Loan Document
Modification Agreement No. 4 dated as of July 16, 1999 (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, 1999 in the principal amount of $8,000,000 (the "Amended
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 September 20, 1999 (the
"Effective Date"), provided that the Bank shall have received the following on
or before October 11, 1999 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 $10,000 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 and the Parent Guarantee
are 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 December 20, 1999"
b. Section 13(b) of the Parent Guarantee is hereby amended by
increasing the minimum required quarterly ratio of Quick Assets to Current
Liabilities, commencing with the fiscal quarter ended September 30, 1999, from
0.5 to 1.0 to 0.75 to 1.0.
c. Section 13(c) of the Parent Guarantee is hereby amended by
(i) decreasing the minimum EBITDA requirement for the fiscal quarter ended
September 30, 1999 from ($2,500,000) to ($3,000,000) and (ii) increasing the
minimum EBITDA requirement for the fiscal quarter ended December 31 1999 from
($3,000,000) to ($1,000,000).
d. The Compliance Certificate attached to the Parent Guarantee
is amended by restating in its entirety EXHIBIT A thereto in the form of EXHIBIT
A hereto.
e. The Loan Agreement and the other Loan Documents are hereby
amended wherever necessary or appropriate to reflect the foregoing changes.
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4. CONTINUING VALIDITY.
Upon the effectiveness hereof, each reference in each Security
Instrument or other Loan Document to (i) "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 and (ii)
"the Parent Guarantee," "thereunder," "thereof," "therein" or words of like
import referring to the Parent Guarantee, shall mean and be a reference to the
Parent Guarantee, 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.
The Parent Guarantor represents that Veritest, Inc. ("Veritest"),
formerly a wholly-owned subsidiary of the Parent Guarantor, has been merged into
Lionbridge Technologies California, Inc., ("Lionbridge California"), with
Lionbridge California as the surviving entity.
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 XXXXX 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
Xxxxxxxx & Worcester LLP, special counsel for the Bank with respect thereto.
[Remainder of page intentionally left blank.]
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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:
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Xxxxxx X. Xxxx
Senior Vice President
SILICON VALLEY BANK
By:
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Name:
Title:
(signed in Santa Clara, CA)
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
PARENT GUARANTOR:
LIONBRIDGE TECHNOLOGIES, INC.
By:
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Xxxx X. Xxxxx
Title:
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