Exhibit 10.1
LIONBRIDGE TECHNOLOGIES HOLDINGS, B.V. C/O
LIONBRIDGE TECHNOLOGIES, INC.
000 Xxxxxx Xxxxxx
Xxxxxxx, XX 00000
May 14, 2002
Capital Resource Lenders III, L.P.
00 Xxxxxxxx Xxxxxx, Xxxxx 000
Xxxxxx, XX 00000
CRP Investment Partners III, L.L.C.
00 Xxxxxxxx Xxxxxx, Xxxxx 000
Xxxxxx, 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, 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, CRL,
Xxxxxx Xxxxxxx Venture Capital Fund II Annex, L.P. and Xxxxxx Xxxxxxx Venture
Investors Annex, L.P. (as amended, the "CRL Purchase Agreement"), (b) the 12%
Senior Subordinated Note of the Company in favor of CRL, dated February 26, 1999
(the "CRL Note") and (c) that certain letter agreement, dated as of February 27,
1999, by and between CRL and the Company, whereby the Company consented to the
sale by CRL to CRP Investment Partners III, L.L.C. ("CRP IP III") of a portion
of the economic interest in the CRL Note.
For good and valuable consideration, the Company, CRP IP III and CRL hereby
agree as follows:
The CRL 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 April 30, 2004."
In consideration of the foregoing and in consideration of amending pursuant
to a letter agreement dated as of the date hereof the term of those notes issued
by Lionbridge Technologies, Inc., the Company hereby agrees that on the date
hereof, the Company shall (i) issue a warrant to CRL exercisable for up to
398,900 shares of common stock of the Company; (ii) issue a warrant to CRP IP
III exercisable for up to 1,100 shares of common stock of the Company; (iii) pay
the reasonable fees and expenses of Xxxxx, Xxxxxxx & Xxxxxxxxx, LLP, counsel to
CRL and CRP IP III, arising in connection with the execution of this Agreement;
and (iv) pay such other reasonable fees and expenses as are incurred by CRL and
CRP IP III in connection with the execution of this Agreement.
[Remainder of Page Intentionally Left Blank]
28
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 LENDERS III, L.P.
By: Capital Resource Partners III, L.L.C.
General Partner
By:
---------------------------------------
Name:
-------------------------------------
Member
CRP INVESTMENT PARTNERS III, L.L.C.
By:
---------------------------------------
Name:
-------------------------------------
Manager
29
