Exhibit 10.25
PLEDGE AGREEMENT
PLEDGE AGREEMENT dated as of May 21, 1998 between JAPANESE
LANGUAGE SERVICES, INC., a Massachusetts corporation (the "COMPANY") and SILICON
VALLEY BANK (the "BANK").
W I T N E S S E T H :
WHEREAS, pursuant to the Loan Agreement dated as of September
26, 1997 among Lionbridge Technologies Holdings B.V. and Lionbridge Technologies
B.V., each a Netherlands corporation (together, the "BORROWERS") and the Bank
(the "ORIGINAL LOAN AGREEMENT"), the Bank agreed, subject to the terms and
conditions thereof, to make credit extensions to the Borrowers to be evidenced
by their promissory note payable to the order of the Bank, also dated September
26, 1997 (the "ORIGINAL NOTE");
WHEREAS, the Borrowers wish to enter into a Loan Document
Modification Agreement of even date amending the Original Loan Agreement (the
Original Loan Agreement as so amended, and as the same may hereafter be further
amended, modified, supplemented, extended or restated from time to time, the
"LOAN AGREEMENT") pursuant to which they will issue to the Bank an Amended and
Restated Note of even date herewith in the original principal amount of
$8,000,000 (as the same may hereafter be amended, modified, increased,
supplemented, extended or restated from time to time, the "NOTE");
WHEREAS, the Company is the legal and beneficial owner of the
shares of Pledged Stock (as hereinafter defined) issued by Lionbridge Japan
K.K., a Japanese corporation (the "ISSUER");
WHEREAS, in order to induce the Bank to enter into the Loan
Document Modification Agreement, the Company has agreed to grant a continuing
security interest in and to the Collateral (which is hereafter defined and which
includes the Pledged Stock) to secure obligations under the Loan Agreement,
including, without limitation, obligations under the promissory note by the
Borrowers to the Bank issued pursuant to the Loan Agreement;
WHEREAS, the Company is the registered and beneficial owner of
approximately 39.6% of the outstanding capital stock of Lionbridge Technologies
Holdings B.V., which in turn is the registered owner of all the outstanding
capital stock of Lionbridge Technologies B.V., and as a consequence the Company
and the Issuer will derive benefit from the Bank's agreement to make credit
extensions to the Borrowers;
NOW, THEREFORE, in consideration of the premises and other
good and valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the parties hereto agree as follows:
1. DEFINITIONS. Terms defined in the Loan Agreement and not
otherwise defined herein (including, without limitation, the terms "Event of
Default", "Governmental Authority", "Lien" and "Loan Documents") have, as used
herein, the respective meanings provided for therein. The following additional
terms, as used herein, have the following
2
respective meanings:
"COLLATERAL" means the Pledged Stock and all Proceeds.
"PLEDGE AGREEMENT" means this Pledge Agreement, as amended,
supplemented or otherwise modified from time to time.
"PLEDGED STOCK" means the shares of capital stock of the
Issuer listed on Schedule I hereto, together with all stock
certificates, options or rights of any nature whatsoever which may be
issued or granted by the Issuer to the Company in respect of the
Pledged Stock while this Pledge Agreement is in effect.
"PROCEEDS" shall include, without limitation, all dividends or
other income from the Pledged Stock, collections thereon or
distributions with respect thereto.
"SECURED OBLIGATIONS" means all obligations of the Borrowers
to the Bank, whether such obligations are now existing or hereafter
incurred or created, joint or several, direct or indirect, absolute or
contingent, due or to become due, matured or unmatured, liquidated or
unliquidated, arising by contract, operation of law or otherwise,
including, without limitation, (a) all principal of and interest
(including, without limitation, any interest which accrues after the
commencement of any case, proceeding or other action relating to the
bankruptcy, insolvency or reorganization of the Borrowers) on any
advance to the Borrowers under the Loan Agreement or the Note; (b) all
other amounts (including, without limitation, any fees or expenses)
payable by the Borrowers under the Loan Agreement, the Note or any
other Loan Document; (c) all amounts payable to the Bank in connection
with the issuance of any letter of credit by the Bank for the account
of the Borrowers or any drawing thereunder, including without
limitation, any reimbursement obligation and letter of credit fees
payable under any letter of credit application or reimbursement
agreement executed by the Borrowers in connection with any such letter
of credit; (d) all amounts payable by the Borrowers hereunder; and (e)
any renewals, refinancings or extensions of any of the foregoing.
2. PLEDGE; GRANT OF SECURITY INTEREST. The Company hereby
delivers to the Bank all the Pledged Stock and hereby grants to the Bank a first
security interest in the Collateral, as collateral security for the prompt and
complete payment and performance when due (whether at the stated maturity, by
acceleration or otherwise) of the Secured Obligations.
3. STOCK POWERS. Concurrently with the delivery to the Bank of
each certificate representing one or more shares of the Pledged Stock, the
Company shall deliver an undated stock power covering such certificate, duly
executed in blank with, if the Bank so requests, signature guaranteed.
4. REPRESENTATIONS AND WARRANTIES. The Company represents and
warrants that:
a. the Company has the corporate power and authority and
the legal right to execute and deliver, to perform its
obligations under, and to grant the Lien on the
3
Collateral pursuant to, this Pledge Agreement and has taken
all necessary corporate action to authorize its execution,
delivery and performance of, and grant of the Lien on the
Collateral pursuant to, this Pledge Agreement;
b. this Pledge Agreement constitutes a legal, valid and
binding obligation of the Company enforceable in accordance
with its terms, except as enforceability may be limited by
bankruptcy, insolvency, reorganization, moratorium or similar
laws affecting the enforcement of creditors' rights generally;
c. the execution, delivery and performance of this
Pledge Agreement will not violate any provision of any
Requirement of Law or Contractual Obligation of the Company
and will not result in the creation or imposition of any Lien
on any of the properties or revenues of the Company pursuant
to any Requirement of Law or Contractual Obligation of the
Company, except as contemplated hereby;
d. no consent or authorization of, filing with, or other
act by or in respect of, any arbitrator or Governmental
Authority and no consent of any other Person (including,
without limitation, any stockholder or creditor of the Company
or the Issuer), is required in connection with the execution,
delivery, performance, validity or enforceability of this
Pledge Agreement;
e. no litigation, investigation or proceeding of or
before any arbitrator or Governmental Authority is pending or,
to the knowledge of the Company, threatened by or against the
Company or against any of its properties or revenues with
respect to this Pledge Agreement or any of the transactions
contemplated hereby;
f. the shares of Pledged Stock listed on SCHEDULE I
constitute sixty percent (60%) of the issued and outstanding
shares of all classes of the capital stock of the Issuer;
g. all the shares of the Pledged Stock have been duly
and validly issued and are fully paid and nonassessable;
h. the Company is the record and beneficial owner of,
and has good and marketable title to, the Pledged Stock listed
on SCHEDULE I, free of any and all Liens or options in favor
of, or claims of, any other Person, except the Lien created by
this Pledge Agreement; and
i. upon delivery to the Bank of the stock certificates
evidencing the Pledged Stock, the Lien granted pursuant to
this Pledge Agreement will constitute a valid, perfected first
priority Lien on the Collateral, enforceable as such against
all creditors of the Company and any Persons purporting to
purchase any Collateral from the Company.
5. COVENANTS. The Company covenants and agrees with the Bank
that, from and after the date of this Pledge Agreement until the Secured
Obligations are paid in full and the Commitment is terminated:
a. If the Company shall, as a result of its ownership of
the Pledged Stock, become
4
entitled to receive or shall receive any stock certificate
(including, without limitation, any certificate representing a
stock dividend or a distribution in connection with any
reclassification, increase or reduction of capital or any
certificate issued in connection with any reorganization),
option or rights, whether in addition to, in substitution of,
as a conversion of, or in exchange for any shares of the
Pledged Stock, or otherwise in respect thereof, the Company
shall accept the same as the Bank's agent, hold the same in
trust for the Bank and deliver the same forthwith to the Bank
in the exact form received, duly indorsed by the Company to
the Bank, if required, together with an undated stock power
covering such certificate duly executed in blank and with, if
the Bank so requests, signature guaranteed, to be held by the
Bank hereunder as additional collateral security for the
Secured Obligations. Any sums paid upon or in respect of the
Pledged Stock upon the liquidation or dissolution of the
Issuer shall be paid over to the Bank to be held by it
hereunder as additional collateral security for the Secured
Obligations, and in case any distribution of capital shall be
made on or in respect of the Pledged Stock or any property
shall be distributed upon or with respect to the Pledged Stock
pursuant to the recapitalization or reclassification of the
capital of the Issuer or pursuant to the reorganization
thereof, the property so distributed shall be delivered to the
Bank to be held by it, subject to the terms hereof, as
additional collateral security for the Secured Obligations. If
any sums of money or property so paid or distributed in
respect of the Pledged Stock shall be received by the Company,
the Company shall, until such money or property is paid or
delivered to the Bank, hold such money or property in trust
for the Bank, segregated from other funds of the Company, as
additional collateral security for the Secured Obligations.
b. Without the prior written consent of the Bank, the
Company will not (i) vote to enable, or take any other action
to permit, the Issuer to issue any stock or other equity
securities of any nature or to issue any other securities
convertible into or granting the right to purchase or exchange
for any stock or other equity securities of the Issuer, or
(ii) sell, assign, transfer, exchange or otherwise dispose of,
or grant any option with respect to, the Collateral, or (iii)
create, incur or permit to exist any Lien or option in favor
of, or any claim of any Person with respect to, any of the
Collateral, or any interest therein, except for the Lien
provided for by this Pledge Agreement. The Company will defend
the right, title and interest of the Bank in and to the
Collateral against the claims and demands of all Persons
whomsoever.
c. At any time and from time to time, upon the written
request of the Bank, and at the sole expense of the Company,
the Company will promptly and duly execute and deliver such
further instruments and documents and take such further
actions as the Bank may reasonably request for the purposes of
obtaining or preserving the full benefits of this Pledge
Agreement and of the rights and powers herein granted. If any
amount payable under or in connection with any of the
Collateral shall be or become evidenced by any promissory
note, other instrument or chattel paper, such note, instrument
or chattel paper shall be immediately delivered to the Bank,
duly endorsed in a manner satisfactory to the Bank, to be held
as Collateral pursuant to this Pledge Agreement.
d. The Company agrees to pay, and to save the Bank
harmless from, any and all
5
liabilities with respect to, or resulting from any delay in
paying, any and all stamp, excise, sales or other taxes which
may be payable or determined to be payable with respect to any
of the Collateral or in connection with any of the
transactions contemplated by this Pledge Agreement.
6. CASH DIVIDENDS; VOTING RIGHTS. Unless an Event of Default
shall have occurred and be continuing and the Bank shall have given notice to
the Company of the Bank's intent to exercise its corresponding rights pursuant
to PARAGRAPH 7 below, the Company shall be permitted to receive all cash
dividends paid in the normal course of business of the Issuer and consistent
with past practice, to the extent permitted in the Loan Agreement, in respect of
the Pledged Stock and to exercise all voting and corporate rights with respect
to the Pledged Stock, PROVIDED, HOWEVER, that no vote shall be cast or corporate
right exercised or other action taken which, in the Bank's reasonable judgment,
would impair the Collateral or which would be inconsistent with or result in any
violation of any provision of this Pledge Agreement, the Loan Agreement, the
Note or any other Loan Document.
7. RIGHTS OF THE BANK. If an Event of Default shall occur and be
continuing and the Bank shall give notice of its intent to exercise such rights
to the Company: (i) the Bank shall have the right to receive any and all cash
dividends paid in respect of the Pledged Stock and make application thereof to
the Secured Obligations in such order as it may determine, and (ii) all shares
of the Pledged Stock shall be registered in the name of the Bank or its nominee,
and the Bank or its nominee may thereafter exercise (A) all voting, corporate
and other rights pertaining to such shares of the Pledged Stock at any meeting
of shareholders of the Issuer or otherwise and (B) any and all rights of
conversion, exchange, subscription and any other rights, privileges or options
pertaining to such shares of the Pledged Stock as if it were the absolute owner
thereof (including, without limitation, the right to exchange at its discretion
any and all of the Pledged Stock upon the merger, consolidation, reorganization,
recapitalization or other fundamental change in the corporate structure of the
Issuer, or upon the exercise by the Company or the Bank of any right, privilege
or option pertaining to such shares of the Pledged Stock, and in connection
therewith, the right to deposit and deliver any and all of the Pledged Stock
with any committee, depositary, transfer agent, registrar or other designated
agency upon such terms and conditions as it may determine), all without
liability except to account for property actually received by it, but the Bank
shall have no duty to exercise any such right, privilege or option and shall not
be responsible for any failure to do so or delay in so doing.
a. The rights of the Bank hereunder shall not be
conditioned or contingent upon the pursuit by the Bank of any
right or remedy against the Issuer or against any other Person
which may be or become liable in respect of all or any part of
the Secured Obligations or against any other collateral
security therefor, guarantee thereof or right of offset with
respect thereto. The Bank shall not be liable for any failure
to demand, collect or realize upon all or any part of the
Collateral or for any delay in doing so, nor shall it be under
any obligation to sell or otherwise dispose of any Collateral
upon the request of the Company or any other Person or to take
any other action whatsoever with regard to the Collateral or
any part thereof.
8. REMEDIES. If an Event of Default shall occur and be
continuing, the Bank may
6
exercise, in addition to all other rights and remedies granted in this Pledge
Agreement and in any other instrument or agreement securing, evidencing or
relating to the Secured Obligations, all rights and remedies of a secured party.
Without limiting the generality of the foregoing, the Bank, without demand of
performance or other demand, presentment, protest, advertisement or notice of
any kind (except any notice required by law referred to below) to or upon the
Company, the Issuer or any other Person (all and each of which demands,
defenses, advertisements and notices are hereby waived), may in such
circumstances forthwith collect, receive, appropriate and realize upon the
Collateral, or any part thereof, and/or may forthwith sell, assign, give option
or options to purchase or otherwise dispose of and deliver the Collateral or any
part thereof (or contract to do any of the foregoing), in one or more parcels at
public or private sale or sales, in the over-the-counter market, at any
exchange, broker's board or office of the Bank or elsewhere upon such terms and
conditions as it may deem advisable and at such prices as it may deem best, for
cash or on credit or for future delivery without assumption of any credit risk.
The Bank shall have the right upon any such public sale or sales, and to the
extent permitted by law, upon any such private sale or sales, to purchase the
whole or any part of the Collateral so sold, free of any right or equity of
redemption in the Company, which right or equity is hereby waived or released.
The Bank shall apply any Proceeds from time to time held by it and the net
proceeds of any such collection, recovery, receipt, appropriation, realization
or sale, after deducting all reasonable costs and expenses of every kind
incurred therein or incidental to the care or safekeeping of any of the
Collateral or in any way relating to the Collateral or the rights of the Bank
hereunder, including, without limitation, reasonable attorneys' fees and
disbursements, to the payment in whole or in part of the Secured Obligations, in
such order as the Bank may elect, and only after such application and after the
payment by the Bank of any other amount required by any provision of law need
the Bank account for the surplus, if any, to the Company. To the extent
permitted by applicable law, the Company waives all claims, damages and demands
it may acquire against the Bank arising out of the exercise by the Bank of any
of its rights hereunder. If any notice of a proposed sale or other disposition
of Collateral shall be required by law, such notice shall be deemed reasonable
and proper if given at least 10 days before such sale or other disposition. The
Company shall remain liable for any deficiency if the proceeds of any sale or
other disposition of Collateral are insufficient to pay the Secured Obligations
and the fees and disbursements of any attorneys employed by the Bank to collect
such deficiency.
9. PRIVATE SALES.
a. The Company recognizes that the Bank may be unable to
effect a public sale of any or all the Pledged Stock, by
reason of certain prohibitions contained in the Securities
Exchange Law ("SEL")of Japan or otherwise, and may be
compelled to resort to one or more private sales thereof to a
restricted group of purchasers which will be obliged to agree,
among other things, to acquire such securities for their own
account for investment and not with a view to the distribution
or resale thereof. The Company acknowledges and agrees that
any such private sale may result in prices and other terms
less favorable to the Bank than if such sale were a public
sale. The Bank shall be under no obligation to delay a sale of
any of the Pledged Stock for the period of time necessary to
permit the Issuer to register such securities for public sale
under the SEL even if the Issuer would agree to do so.
7
b. The Company further agrees to do or cause to be done
all such other acts as may be necessary to make any sale or
sales of all or any portion of the Pledged Stock pursuant to
this PARAGRAPH 9 valid and binding and in compliance with any
and all other applicable Requirements of Law. The Company
further agrees that a breach of any of the covenants contained
in this PARAGRAPH 9 will cause irreparable injury to the Bank,
that the Bank has no adequate remedy at law in respect of such
breach and, as a consequence, that each and every covenant
contained in this PARAGRAPH 9 shall be specifically
enforceable against the Company, and the Company hereby waives
and agrees not to assert any defenses against an action for
specific performance of such covenants except for a defense
that no Event of Default has occurred or is continuing under
the Loan Agreement.
10. NO SUBROGATION. Notwithstanding any payment or payments made
by the Company hereunder, or any setoff or application of funds of the Company
by the Bank, or the receipt of any amounts by the Bank with respect to any of
the Collateral, the Company shall not be entitled to be subrogated to any of the
rights of the Bank against the Issuer or against any other collateral security
held by the Bank for the payment of the Secured Obligations, nor shall the
Company seek any reimbursement from the Issuer in respect of payments made by
the Company in connection with the Collateral, or amounts realized by the Bank
in connection with the Collateral, until all amounts owing to the Bank by the
Issuer on account of the Secured Obligations are paid in full and the Commitment
is terminated. If any amount shall be paid to the Company on account of such
subrogation rights at any time when all of the Secured Obligations shall not
have been paid in full, such amount shall be held by the Company in trust for
the Bank, segregated from other funds of the Company, and shall, forthwith upon
receipt by the Company, be turned over to the Bank in the exact form received by
the Company (duly indorsed by the Company to the Bank, if required), to be
applied against the Secured Obligations, whether matured or unmatured, in such
order as the Bank may determine.
11. AMENDMENTS, ETC. WITH RESPECT TO THE SECURED OBLIGATIONS. The
Company shall remain obligated hereunder, and the Collateral shall remain
subject to the Lien granted hereby, notwithstanding that, without any
reservation of rights against the Company, and without notice to or further
assent by the Company, any demand for payment of any of the Secured Obligations
made by the Bank may be rescinded by the Bank, and any of the Secured
Obligations continued, and the Secured Obligations, or the liability of the
Issuer or any other Person upon or for any part thereof, or any collateral
security or guarantee therefor or right of offset with respect thereto, may,
from time to time, in whole or in part, be renewed, extended, amended, modified,
accelerated, compromised, waived, surrendered or released by the Bank, and the
Loan Agreement, the Note and any other Loan Document may be amended, modified,
supplemented or terminated, in whole or in part, as the Bank may deem advisable
from time to time, and any guarantee, right of offset or other collateral at any
time held by the Bank for the payment of the Secured Obligations may be sold,
exchanged, waived, surrendered or released. The Bank shall have no obligation to
protect, secure, perfect or insure any other Lien at any time held by it as
security for the Secured Obligations or any property subject thereto. The
Company waives any and all notice of the creation, renewal, extension or accrual
of any of the Secured Obligations and notice of or proof of reliance by the Bank
upon this Pledge Agreement; the Secured Obligations, and any of them, shall
conclusively be deemed to have
8
been created, contracted or incurred in reliance upon this Pledge Agreement; and
all dealings between the Issuer, the Company and the Bank shall likewise be
conclusively presumed to have been had or consummated in reliance upon this
Pledge Agreement. The Company waives diligence, presentment, protest, demand for
payment and notice of default or nonpayment to or upon the Issuer or the Company
with respect to the Secured Obligations.
12. LIMITATION ON DUTIES REGARDING COLLATERAL. The Bank's sole
duty with respect to the custody, safekeeping and physical preservation of the
Collateral in its possession shall be to deal with it in the same manner as the
Bank deals with similar securities and property for its own account. Neither the
Bank nor any of its directors, officers, employees or agents shall be liable for
failure to demand, collect or realize upon any of the Collateral or for any
delay in doing so or shall be under any obligation to sell or otherwise dispose
of any Collateral upon the request of the Company or otherwise.
13. POWERS COUPLED WITH AN INTEREST. All authorizations and
agencies herein contained with respect to the Collateral are irrevocable and
powers coupled with an interest.
14. SEVERABILITY. Any provision of this Pledge Agreement which is
prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction,
be ineffective to the extent of such prohibition or unenforceability without
invalidating the remaining provisions hereof, and any such prohibition or
unenforceability in any jurisdiction shall not invalidate or render
unenforceable such provision in any other jurisdiction.
15. PARAGRAPH HEADINGS. The paragraph headings used in this
Pledge Agreement are for convenience of reference only and are not to affect the
construction hereof or be taken into consideration in the interpretation hereof.
16. NO WAIVER; CUMULATIVE REMEDIES. The Bank shall not by any act
(except by a written instrument pursuant to PARAGRAPH 17 hereof), delay,
indulgence, omission or otherwise be deemed to have waived any right or remedy
hereunder or to have acquiesced in any Default or Event of Default or in any
breach of any of the terms and conditions hereof. No failure to exercise, nor
any delay in exercising, on the part of the Bank, any right, power or privilege
hereunder shall operate as a waiver thereof. No single or partial exercise of
any right, power or privilege hereunder shall preclude any other or further
exercise thereof or the exercise of any other right, power or privilege. A
waiver by the Bank of any right or remedy hereunder on any one occasion shall
not be construed as a bar to any right or remedy which the Bank would otherwise
have on any future occasion. The rights and remedies herein provided are
cumulative, may be exercised singly or concurrently and are not exclusive of any
rights or remedies provided by law.
17. WAIVERS AND AMENDMENTS; SUCCESSORS AND ASSIGNS; GOVERNING LAW.
None of the terms or provisions of this Pledge Agreement may be waived, amended,
supplemented or otherwise modified except by a written instrument executed by
the Company and the Bank, PROVIDED that any provision of this Pledge Agreement
may be waived by the Bank in a letter or agreement executed by the Bank or by
facsimile transmission from the Bank. This Pledge Agreement shall be binding
upon the successors and assigns of the Company and shall inure to the benefit of
the Bank and its successors and assigns. This Pledge Agreement shall be
9
governed by, and construed and interpreted in accordance with, the laws of
Japan.
18. NOTICES. Notices by the Bank to the Company or the Issuer may
be given by mail or by facsimile transmission, addressed or transmitted to the
Company or the Issuer at its address or transmission number set forth under its
signature below and shall be effective (a) in the case of mail, two days after
deposit in the postal system, first class postage pre-paid and (b) in the case
of facsimile notices, when electronic confirmation of receipt is received. The
Company and the Issuer may change their respective address and transmission
numbers by written notice to the Bank.
19. IRREVOCABLE AUTHORIZATION AND INSTRUCTION TO ISSUER. The
Company hereby authorizes and instructs the Issuer to comply with any
instruction received by it from the Bank in writing that (a) states that an
Event of Default has occurred and (b) is otherwise in accordance with the terms
of this Pledge Agreement, without any other or further instructions from the
Company, and the Company agrees that the Issuer shall be fully protected in so
complying.
[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]
IN WITNESS WHEREOF, the parties hereto have caused this
Agreement to be duly executed by their respective authorized officers as of the
day and year first above written.
JAPANESE LANGUAGE SERVICES, INC.
By:
----------------------------------
Name:
Title:
SILICON VALLEY BANK
By:
----------------------------------
Name: Xxxxxx X. Xxxx
Title: Vice President
ACKNOWLEDGMENT AND CONSENT
The Issuer referred to in the foregoing Pledge Agreement
hereby acknowledges receipt of a copy thereof and agrees to be bound thereby and
to comply with the terms thereof insofar as such terms are applicable to it. The
Issuer agrees to notify the Bank promptly in writing of the occurrence of any of
the events described in PARAGRAPH 5(A) of the Pledge Agreement. The Issuer
further agrees that the terms of PARAGRAPH 9(B) of the Pledge Agreement shall
apply to it, MUTATIS MUTANDIS, with respect to all actions that may be required
of it under or pursuant to or arising out of PARAGRAPH 9 of the Pledge
Agreement.
LIONBRIDGE JAPAN K.K.
By:
-------------------------------------
Name:
Title:
Address for Notices:
----------------------------------------
----------------------------------------
----------------------------------------
----------------------------------------
SCHEDULE 1
To Pledge
Agreement
DESCRIPTION OF PLEDGED STOCK
Stock
Class of Certificate No. of
Issuer Stock * No. Shares
------ -------- --- ------
Lionbridge Japan, K.K. ______ 120
* Common unless otherwise indicated.
