Exhibit 10.5
LIONBRIDGE TECHNOLOGIES HOLDINGS, B.V.
C/o LIONBRIDGE TECHNOLOGIES, INC.
000 Xxxxxx Xxxxxx
Xxxxxxx, XX 00000
August 1, 2002
Xxxxxx Xxxxxxx Venture Capital Fund II Annex, L.P. ("MSVCF")
0000 Xxxxxxxx, 00xx Xxxxx
Xxx Xxxx, Xxx Xxxx 00000
Xxxxxx Xxxxxxx Venture Investors Annex, L.P. ("MS")
0000 Xxxxxxxx, 00xx Xxxxx
Xxx Xxxx, Xxx Xxxx 00000
Ladies and Gentlemen:
You and we are parties to (a) that certain Senior Subordinated Note
Purchase Agreement by and among MSVCF, MS and Lionbridge Technologies Holdings,
B.V. (the "Company") dated as of March 9, 1999, as amended by those certain
letter agreements, dated as of August 19, 1999, March 27, 2001 and December 31,
2001, by and among the Company, Xxxxxx Xxxxxxx Venture Capital Fund II Annex,
L.P. and Xxxxxx Xxxxxxx Venture Investors Annex, L.P. (as amended, the "Xxxxxx
Purchase Agreement"), (b) the 12% Senior Subordinated Note of the Company in
favor of MS, dated March 9, 1999 (the "MS Note"), and (c) the 12% Senior
Subordinated Note of the Company in favor of MSVCF, dated March 9, 1999 (the
"MSVCF Note").
For good and valuable consideration, Lionbridge Technologies, Inc.
("Lionbridge"), the parent of the Company, the Company, MS and MSVCF hereby
agree as follows:
The Xxxxxx Purchase Agreement is hereby amended as follows, effective
immediately:
(a) 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 (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 or before July 31, 2003."
Each of the MSVCF Note and the MS Note is hereby amended, effective
immediately by changing the payment date reflected therein to July 31, 2003.
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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, INC.
By:
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Name:
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Title:
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LIONBRIDGE TECHNOLOGIES HOLDINGS, B.V.
By:
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Name:
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Title:
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Accepted and Agreed:
XXXXXX XXXXXXX VENTURE CAPITAL FUND II ANNEX, L.P.
By: Xxxxxx Xxxxxxx Venture Partners II, L.P., its General Partner
By: Xxxxxx Xxxxxxx Venture Capital II, Inc., its Managing General Partner
By:
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XXXXXX XXXXXXX VENTURE INVESTORS ANNEX, L.P.
By: Xxxxxx Xxxxxxx Venture Partners II, L.P., its General Partner
By: Xxxxxx Xxxxxxx Venture Capital II, Inc., its Managing General Partner
By:
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