EX-10.3






	 
	DATED 30 October 2013

	LIONBRIDGE INTERNATIONAL

	(as Chargor)

and

HSBC BANK USA, NATIONAL ASSOCIATION

(as Administrative Agent)

	DEED OF CONFIRMATION

Re: Share Charge dated 22 January 2007







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THIS DEED OF CONFIRMATION (this Deed of Confirmation) is made the 30 October 2013



BETWEEN:




	(1)	 	LIONBRIDGE INTERNATIONAL a company incorporated and existing under the laws of Ireland having
its address at 3 West Pier Business Campus, Dun Laoghaire, County Dublin (hereinafter called
the (the Chargor); and






	(2)	 	HSBC BANK USA, NATIONAL ASSOCIATION a national banking association of the USA (hereinafter
called the Administrative Agent) as security agent for the Lenders.





RECITAL




	A.	 	Pursuant to a Charge on Shares dated 22 January 2007 between the Chargor and the
Administrative Agent, the Chargor charged certain securities and related rights in favour of
the Administrative Agent as security agent for the Lenders as security for the Secured
Obligations (the Share Charge).






	B.	 	The Borrowers have requested and the Administrative Agent has agreed to amend and restate the
Credit Agreement pursuant to an Amended and Restated Credit Agreement dated on or about the
date hereof (the Amended and Restated Credit Agreement).






	C.	 	The parties to this Deed of Confirmation wish to enter into this Deed of Confirmation to
confirm the terms of the Share Charge as continuing security for the Secured Obligations.





NOW THIS DEED OF CONFIRMATION WITNESSES as follows:-




	1.	 	DEFINITIONS AND INTERPRETATION






	1.1.	 	Unless otherwise defined herein, words and expressions used in their capitalised form in this
Deed of Confirmation are taken from and shall have the same meaning as defined in the Share
Charge (whether incorporated by reference or otherwise).






	1.2.	 	The provisions of clause 1.3 of the Share Charge (whether incorporated by reference or
otherwise) shall, where relevant, apply to this Deed of Confirmation as if set out herein in
full mutatis mutandis except that references to “this Agreement” or “this Deed” (as
applicable) shall be construed as references to this Deed of Confirmation.






	2.	 	CONFIRMATION






	2.1.	 	The Chargor hereby expressly acknowledges, agrees and confirms for the benefit of the
Administrative Agent that, notwithstanding the amendments to the Credit Agreement, on and from
the date on which the Amended and Restated Credit Agreement is effective in accordance with
the terms of the Amended and Restated Credit Agreement, the security interests created by it
under the Share Charge will:






	 	2.1.1.	 	remain in full force and effect;






	 	2.1.2.	 	continue to secure all of the Secured Obligations as including, for the avoidance of
doubt, its Foreign Credit Party Obligations under the Amended and Restated Credit
Agreement; and






	 	2.1.3.	 	continue to constitute its legal, valid and binding obligations.






	3.	 	COUNTERPARTS






This Deed of Confirmation may be executed in counterparts and each such counterpart taken
together shall be deemed to constitute one and the same instrument.




	4.	 	GOVERNING LAW






This Deed of Confirmation and all relationships created by it and arising out of or in
connection with it, together with all disputes, will in all respects be governed by and
construed in accordance with the laws of Ireland.




	5.	 	ENFORCEMENT






Jurisdiction




	5.1.	 	The Chargor hereby agrees for the exclusive benefit of the Administrative Agent that any
suit, action or proceeding (Proceedings), brought against it with respect to this Deed of
Confirmation may be brought in the High Court in Ireland or such other competent court of
Ireland as the Administrative Agent may elect, and the Chargor waives any objection to
Proceedings in such courts whether on grounds of venue or on the grounds that Proceedings have
been brought in any inconvenient forum.






	5.2.	 	Nothing contained in this Deed of Confirmation will limit the right of the Administrative
Agent to take Proceedings against the Chargor in any other court of competent jurisdiction,
nor will the taking of any Proceedings in any one or more jurisdictions preclude the taking by
the Administrative Agent of Proceedings in any other jurisdiction whether concurrently or not.






IN WITNESS whereof the parties hereto have caused this Deed of Confirmation to be executed
with the intention that it take effect as a deed (notwithstanding execution by the
Administrative Agent under hand) and it is intended to be and it is hereby delivered on the
date shown at the beginning of this Deed of Confirmation.



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Execution Page




SIGNED and DELIVERED as a DEED



by LIONBRIDGE INTERNATIONAL



by its duly appointed attorney



in the presence of:



Witness’s signature:.../s/........................



Name:..........................................

Address:.......................................

Occupation:....................................



SIGNED for and on behalf of                  



HSBC BANK USA, NATIONAL ASSOCIATION             



in the presence of:



Witness’s signature:/s/...........................



Name:..........................................

Address:.......................................

Occupation:....................................




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