Exhibit 10.49
AMENDMENT
Pursuant to the terms of the First Amended and Restated Senior Subordinated
Note Purchase Agreement dated as of February 26, 1999 between Lionbridge
Technologies Holdings, Inc. ("LTBV") and Capital Resource Lenders III, L.P.
("CRL III"), as amended (the "LTBV Purchase Agreement"), the undersigned hereby
amend the LTBV Purchase Agreement by (i) deleting Sections 7.01(n) and (o) in
their entirety; and (ii) LTBV covenants to CRL III that it will abide by and be
in compliance with the financial covenants set forth in its commercial lending
agreements with Silicon Valley Bank, as such covenants may from time to time be
amended. In addition, CRL III hereby irrevocably waive its rights under Article
VIII of the LTBV Purchase Agreement with respect to any violation by LTBV of the
covenants set forth in such Sections 7.01(n) and (o).
IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be
executed by their respective officers or duly authorized representatives as of
the 31st day of December, 2001.
CAPITAL RESOURCE LENDERS III, L.P.
By: Capital Resource Partners III, L.L.C.
Its General Partner
By: /s/ Xxxxxxx Xxxxx
Member
LIONBRIDGE TECHNOLOGIES HOLDINGS B.V.
By: /s/ Xxxxxxx X. Xxxxxxxx
