0000927016-02-001831 Sample Contracts

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RECITALS: --------
Lease • April 1st, 2002 • Lionbridge Technologies Inc /De/ • Services-business services, nec • Massachusetts
AMENDMENT
Senior Subordinated Note Purchase Agreement • April 1st, 2002 • Lionbridge Technologies Inc /De/ • Services-business services, nec

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).

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