Exhibit 10.49
LIONBRIDGE TECHNOLOGIES HOLDINGS, B.V. C/O
LIONBRIDGE TECHNOLOGIES, INC.
000 Xxxxxx Xxxxxx
Xxxxxxx, XX 00000
August 19, 1999
Capital Resource Lenders III, L.P.
00 Xxxxxxxx Xxxxxx, Xxxxx 000
Xxxxxx, XX 00000
Xxxxxx Xxxxxxx Venture Capital Fund II Annex, X.X.
Xxxxxx Xxxxxxx Venture Investors Annex, L.P.
0000 Xxxxxx xx xxx Xxxxxxxx
Xxx Xxxx, XX 00000
Ladies and Gentlemen:
You and we are parties to (a) that certain Senior Subordinated Note
Purchase Agreement by and between Capital Resource Lenders III, L.P. ("CRL")
and Lionbridge Technologies Holdings, B.V. (the "Company") dated as of
February 26, 1999 (the "CRL Purchase Agreement"), (b) the 12% Senior
Subordinated Note of the Company in favor of CRL, dated February 26, 1999
(the "CRL Note"), (c) the Senior Subordinated Note Purchase Agreement by and
among the Company, Xxxxxx Xxxxxxx Venture Capital Fund II Annex, L.P. ("MS
Fund II") and Xxxxxx Xxxxxxx Venture Investors Annex, L.P. ("MS Investors"),
dated as of March 9, 1999 (the "MS Purchase Agreement"), (d) the 12% Senior
Subordinated Note of the Company in favor of MS Fund II dated March 9, 1999
(the "MS Fund II Note"), and (e) the 12% Senior Subordinated Note of the
Company in favor of MS Investors dated March 9, 1999 (the "MS Investors
Note").
For good and valuable consideration, the Company, CRL, MS Fund II and MS
Investors hereby agree as follows:
Each of the CRL Purchase Agreement and the MS Purchase Agreement is
hereby amended as follows, effective upon the closing of a Liquidity IPO (as
defined in Section 1.01 of each of the CRL Purchase Agreement and the MS
Purchase Agreement):
(a) Section 2.06(a) thereof is deleted in its entirety, and the
following is substituted in lieu thereof:
"(a) REQUIRED PERIODIC REDEMPTION. [Intentionally Omitted]"
(b) Section 2.06(b) thereof is deleted in its entirety, and the
following is substituted in lieu thereof:
"(b) REQUIRED REDEMPTIONS IN THE EVENT OF A QUALIFYING LIQUIDITY EVENT.
In the event of a Qualifying Liquidity Event, the Company agrees to redeem,
without premium, (i) fifty percent
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(50%) of the Notes then outstanding, together with all accrued and unpaid
interest and penalties, if any, then due thereon, on the closing of such
Liquidity Event, and (ii) the remaining amount of the Notes then outstanding,
together with all accrued and unpaid interest and penalties, if any, then due
thereon, on the earlier to occur of (A) August 25, 2001 and (B) the closing
of a firm commitment underwritten public offering of securities pursuant to a
registration statement filed with the Commission under the Securities Act in
which the aggregate gross proceeds to the Company are at least $10 million."
(c) Section 7.02(b) thereof is hereby amended by deleting from the
third line thereof, the figure "$15,000,000" and substituting in lieu thereof
the figure "$20,000,000".
(d) Section 7.01(j) and (k) and Section 7.02(c), (k) and (l) are
deleted in their entirety.
[remainder of Page Intentionally Left Blank]
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In witness whereof, the parties have caused this letter agreement to be
executed as of the date first above written.
Very truly yours,
LIONBRIDGE TECHNOLOGIES HOLDINGS, B.V.
By:
-----------------------------------
Name:
---------------------------------
Title:
--------------------------------
Accepted and Agreed:
CAPITAL RESOURCE PARTNERS III, L.P.
By: Capital Resource Partners III, L.L.C.
General Partner
By:
---------------------------------------
Name:
-------------------------------------
Member
XXXXXX XXXXXXX VENTURE CAPITAL FUND II ANNEX, L.P.
By: Xxxxxx Xxxxxxx Venture Partners II, L.P.
General Partner
By: Xxxxxx Xxxxxxx Venture Capital II, Inc.
Managing General Partner
By:
---------------------------------------
Name:
-------------------------------------
Title:
------------------------------------
XXXXXX XXXXXXX VENTURE INVESTORS II ANNEX, L.P.
By: Xxxxxx Xxxxxxx Venture Partners II, L.P.
General Partner
By: Xxxxxx Xxxxxxx Venture Capital II, Inc.
Managing General Partner
By:
---------------------------------------
Name:
-------------------------------------
Title:
------------------------------------
LIONBRIDGE TECHNOLOGIES, INC.
000 Xxxxxx Xxxxxx
Xxxxxxx, XX 00000
August 19, 1999
Capital Resource Lenders III, L.P.
00 Xxxxxxxx Xxxxxx, Xxxxx 000
Xxxxxx, XX 00000
Xxxxxx Xxxxxxx Venture Capital Fund II Annex, X.X.
Xxxxxx Xxxxxxx Venture Investors Annex, L.P.
0000 Xxxxxx xx xxx Xxxxxxxx
Xxx Xxxx, XX 00000
Ladies and Gentlemen:
You and we are parties to (a) that certain First Amended and Restated
Senior Subordinated Note Purchase Agreement by and between Capital Resource
Lenders III, L.P. ("CRL") and Lionbridge Technologies, Inc., formerly known
as Lionbridge Technologies Holdings, Inc. (the "Company") dated as of
February 26, 1999 (as amended, the "CRL Purchase Agreement"), (b) the First
Amended and Restated 12% Senior Subordinated Note of the Company in favor of
CRL, dated February 26, 1999 (the "CRL Note"), (c) the Senior Subordinated
Note Purchase Agreement by and among the Company, Xxxxxx Xxxxxxx Venture
Capital Fund II Annex, L.P. ("MS Fund II") and Xxxxxx Xxxxxxx Venture
Investors Annex, L.P. ("MS Investors"), dated as of March 9, 1999 (the "MS
Purchase Agreement"), (d) the 12% Senior Subordinated Note of the Company in
favor of MS Fund II dated March 9, 1999 (the "MS Fund II Note"), and (e) the
12% Senior Subordinated Note of the Company in favor of MS Investors dated
March 9, 1999 (the "MS Investor Note").
For good and valuable consideration, the Company, CRL, MS Fund II and MS
Investors hereby agree as follows:
Each of the CRL Purchase Agreement and the MS Purchase Agreement is
hereby amended as follows, effective upon the closing of a Liquidity IPO (as
defined in Section 1.01 of each of the CRL Purchase Agreement and the MS
Purchase Agreement):
(a) Section 2.06(a) thereof is deleted in its entirety, and the
following is substituted in lieu thereof:
"(a) REQUIRED PERIODIC REDEMPTION. [Intentionally Omitted]"
(b) Section 2.06(b) thereof is deleted in its entirety, and the
following is substituted in lieu thereof:
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"(b) REQUIRED REDEMPTIONS IN THE EVENT OF A QUALIFYING LIQUIDITY EVENT.
In the event of a Qualifying Liquidity Event, the Company agrees to redeem,
without premium, (i) fifty percent (50%) of the Notes then outstanding,
together with all accrued and unpaid interest and penalties, if any, then due
thereon, on the closing of such Liquidity Event, and (ii) the remaining
amount of the Notes then outstanding, together with all accrued and unpaid
interest and penalties, if any, then due thereon, on the earlier to occur of
(A) August 25, 2001 and (B) the closing of a firm commitment underwritten
public offering of securities pursuant to a registration statement filed with
the Commission under the Securities Act in which the aggregate gross proceeds
to the Company are at least $10 million."
(c) Section 7.02(b) thereof is hereby amended by deleting from the
third line thereof, the figure "$15,000,000" and substituting in lieu thereof
the figure "$20,000,000".
d) Section 7.01(j) and (k) and Section 7.02(c), (k) and (l) are deleted
in their entirety.
[remainder of Page Intentionally Left Blank]
-3-
In witness whereof, the parties have caused this letter agreement to be
executed as of the date first above written.
Very truly yours,
LIONBRIDGE TECHNOLOGIES, INC.
By:
-----------------------------
Name:
-----------------------------
Title:
------------------------------
Accepted and Agreed:
CAPITAL RESOURCE PARTNERS III, L.P.
By: Capital Resource Partners III, L.L.C.
General Partner
By: -------------------------------------
Name: -----------------------------------
Member
XXXXXX XXXXXXX VENTURE CAPITAL FUND II ANNEX, L.P.
By: Xxxxxx Xxxxxxx Venture Partners II, L.P.
General Partner
By: Xxxxxx Xxxxxxx Venture Capital II, Inc.
Managing General Partner
By: -------------------------------------
Name: -----------------------------------
Title: ----------------------------------
XXXXXX XXXXXXX VENTURE INVESTORS II ANNEX, L.P.
By: Xxxxxx Xxxxxxx Venture Partners II, L.P.
General Partner
By: Xxxxxx Xxxxxxx Venture Capital II, Inc.
Managing General Partner
By: -------------------------------------
Name: -----------------------------------
Title: ----------------------------------
