EX-10.2






OMNIBUS AMENDMENT TO COLLATERAL DOCUMENTS




This OMNIBUS AMENDMENT TO COLLATERAL DOCUMENTS (this “Amendment”) dated as of October
30, 2013 by and among (i) LIONBRIDGE TECHNOLOGIES, INC., a Delaware corporation (the
“Company”), LIONBRIDGE INTERNATIONAL FINANCE LIMITED, a company formed under the laws of
Ireland (the “Foreign Borrower” and, together with the Company, the “Borrowers”,
and each individually a “Borrower”), (ii) those Material Domestic Subsidiaries of the
Company identified as “US Guarantors” on the signature pages of the Credit Agreement (defined
below) and such other Material Domestic Subsidiaries of the Company as may from time to time become
a party to the Credit Agreement, (each, a “US Guarantor” and collectively, the “US
Guarantors”), the Foreign Guarantors from time to time parties to the Credit Agreement (each a
“Foreign Guarantor” and collectively, the “Foreign Guarantors”, and collectively
with the US Guarantors, the “Guarantors” and, together with the Borrowers, each a
“Reaffirming Party” and collectively, the “Reaffirming Parties”) and (iv) HSBC BANK
USA, NATIONAL ASSOCIATION, as administrative agent (the “Administrative Agent”) for itself
and certain other financial institutions which are or may become parties (collectively, the
“Lenders”) to the Amended and Restated Revolving Credit Agreement dated as of the date
hereof (as amended and in effect from time to time, the “Credit Agreement”), among the
Borrowers, the Agent and the Lenders. Capitalized terms used herein without definition shall have
the meanings set forth in the Credit Agreement.



WHEREAS, the Borrowers, the Guarantors, the Lender and the Administrative Agent are parties to
that certain Credit Agreement, dated as of December 21, 2006 (the “Original Closing Date”),
as amended by that certain Amendment and Joinder Agreement, dated January 22, 2007, and as further
amended by that certain Amendment and Joinder Agreement to Credit Agreement, dated October 30,
2009, Amendment No. 3 to Credit Agreement, dated September 30, 2010, and Amendment No. 4 to Credit
Agreement, dated November 2, 2012 (as the same may have been further amended, the “Existing
Agreement”);



WHEREAS, the Borrowers have requested, and HSBC has agreed to amend and restate the Existing
Agreement.



WHEREAS, the Company, the US Guarantors, and the Administrative Agent are parties to that
certain Security Agreement, dated as of the Original Closing Date (as amended and in effect from
time to time, the “Security Agreement”);



WHEREAS, the Company, the US Guarantors, and the Administrative Agent are parties to that
certain Pledge Agreement, dated as of the Original Closing Date (as amended and in effect from time
to time, the “Pledge Agreement”);



WHEREAS, the Company, Lionbridge Luxembourg S.a r.l., Rory John Cowan and the Administrative
Agent are parties to that certain Charge on Shares Agreement, dated as of January 22, 2007 (as
amended and in effect from time to time, the “LI Charge on Shares”);



WHEREAS, Lionbridge International and the Administrative Agent are parties to that certain
Deed of Charge, dated as of January 22, 2007 (as amended and in effect from time to time, the
“LIFL Charge on Shares” and together with the Security Agreement, the Pledge Agreement, and
the LI Charge on Shares, each an “Existing Security Document” and collectively, the
“Existing Security Documents”);



NOW, THEREFORE, in consideration of the foregoing and for other good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto
agree as follows:



1. Credit Agreement References. Each reference to the Existing Agreement, however so
defined, in any of the Security Documents or other Credit Documents shall be deemed to be a
reference to the Credit Agreement or any other name which refers thereto and each capitalized term
defined by reference to the Existing Agreement shall be deemed to be a reference to such term as
defined in the Credit Agreement, including, without limitation, the definitions of the terms
“Administrative Agent”, “Credit Documents”, “Lender”, “Lenders”, “Loan”, “Notes”, and “Security
Documents”.



2. Amendment of Schedules. The Schedules to the Security Agreement and the Schedules
to the Pledge Agreement are hereby amended and restated in their entirety as set forth on the
Schedules attached hereto and is made a part of the Security Agreement and the Pledge Agreement,
respectively.



3. Confirmation and Ratification of Existing Security Documents. Each of the
Reaffirming Parties hereby ratifies and confirms each of the Existing Security Documents (each as
amended hereby) to which it is a party and the pledges and security interests created thereby and
the other rights granted to the Administrative Agent and the Lenders thereunder. Each of the
Reaffirming Parties hereby further ratifies and confirms that each of the Existing Security
Documents (each as amended hereby) to which it is a party and the pledges and security interests
created thereby secure such Reaffirming Party’s obligations under the Credit Agreement.



4. Grant of Security Interest. Subject to the provisions of and without in any way
detracting from the effectiveness of Section 3 of this Amendment, and without limiting the
effectiveness of any of the Existing Security Documents, each Reaffirming Party hereby grants a
security interest under each Existing Security Document to which it is a party, in the same
collateral in which it originally granted a security interest under each such Existing Security
Document, in favor of the Administrative Agent, for the benefit of the Lenders, and hereby agrees,
acknowledges and confirms that its grant of a security interest hereunder and under the Existing
Security Documents to which it is a party secures all of the obligations of such Reaffirming Party,
direct or indirect, contingent or absolute, matured or unmatured, now or at any time and from time
to time hereafter due or owing by such Reaffirming Party with respect to the Credit Party
Obligations, arising under or in connection with the Credit Agreement.



5. Provisions of Credit Agreement. The provisions of this Amendment are subject, in
all respects, to all provisions of the Credit Agreement including, without limitation, Section
2.21 thereof.



6. Conditions to Effectiveness.  This Amendment shall not become effective unless and
until the Administrative Agent receives counterparts of this Amendment duly executed and delivered
by each of the parties hereto and each of the conditions set forth in Article IV of the
Credit Agreement have been met.



7. Ratification, Etc. Except as expressly amended by this Amendment, the Security
Documents and all documents, instruments and agreements related thereto (including the Credit
Documents to which each of the parties hereto is a party) are hereby ratified and confirmed in all
respects and shall continue in full force and effect. The Security Documents (as amended hereby)
and the perfected security interests of the Administrative Agent on behalf of the Lenders
thereunder and hereunder shall continue in full force and effect, and the collateral security and
guaranties provided for in each of the Security Documents and such other documents, instruments and
agreements shall not be impaired by this Amendment.



8. GOVERNING LAW. THIS AMENDMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE
WITH, THE LAWS OF THE STATE OF NEW YORK (EXCLUDING LAWS APPLICABLE TO CONFLICTS OR CHOICE OF LAW
OTHER THAN GENERAL OBLIGATIONS LAW §§ 5-141 AND 5-1402).



9. Counterparts. This Amendment may be executed in one or more counterparts, each of
which shall be deemed an original but which together shall constitute one ore more of the same
instrument.



10. Miscellaneous. Nothing contained herein shall constitute a waiver of, impair or
otherwise affect any obligations of any Borrower or any Guarantor or any rights of the
Administrative Agent or any of the Lenders consequent thereon. Section headings in this Amendment
are included herein for convenience of reference only and shall not constitute part of this
Amendment for any other purpose.



[Remainder of page intentionally left blank.]




IN WITNESS WHEREOF, the parties hereto have duly executed this Omnibus Amendment to
Collateral Documents as a sealed instrument as of the date first above written.




LIONBRIDGE TECHNOLOGIES, INC.,


as a Borrower



	 	 	 
	By:
	 	     /s/     

	 	 	 

	 	 	Name: Donald Muir

Title: Chief Financial Officer








	 	 	SIGNED and DELIVERED as a DEED






By: LIONBRIDGE INTERNATIONAL FINANCE LIMITED




by its duly appointed attorney



	 	 	 
	By:

	 	     /s/     
	
 
	 	 
	
 
	 	Name: Tina Wang







	 	 	In the presence of:






Name: Margaret Shukur—




Signature:       /s/      




	 	 	Address:       






Occupation: Attorney



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VERITEST, INC.,




as a US Guarantor



	 	 	 
	By:
	 	     /s/     

	 	 	 

	 	 	Name: Tina Wang

Title: Treasurer








	 	 	LIONBRIDGE US, INC.,






as a US Guarantor



	 	 	 
	By:
	 	_/s/     

	 	 	 

	 	 	Name: Tina Wang

Title: Treasurer








	 	 	LIONBRIDGE GLOBAL SOLUTIONS II, INC.,






as a US Guarantor



	 	 	 
	By:
	 	     /s/     

	 	 	 

	 	 	Name: Tina Wang

Title: Treasurer








	 	 	LIONBRIDGE GLOBAL SOLUTIONS FEDERAL, INC.,






as a US Guarantor



	 	 	 
	By:
	 	     /s/     

	 	 	 

	 	 	Name: Margaret Shukur

Title: Secretary








	 	 	LIONBRIDGE GLOBAL SOURCING SOLUTIONS, INC.,






as a US Guarantor



	 	 	 
	By:
	 	     /s/     

	 	 	 

	 	 	Name: Tina Wang

Title: Treasurer







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	 	 	SIGNED and DELIVERED as a DEED






By: LIONBRIDGE INTERNATIONAL




by its duly appointed attorney



	 	 	 
	By:

	 	     /s/     
	
 
	 	 
	
 
	 	Name: Tina Wang







	 	 	In the presence of:






Name: Margaret Shukur—




Signature:       /s/      




	 	 	Address:       






Occupation: Attorney




LIONBRIDGE LUXEMBOURG S.a.r.l.,


as a Foreign Guarantor



	 	 	 
	By:
	 	     /s/     

	 	 	 

	 	 	Name: Marc Litz

Title: Type A Manager







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	 	 	HSBC BANK USA, NATIONAL ASSOCIATION,






as Administrative Agent



	 	 	 
	By:
	 	     /s/     

	 	 	 

	 	 	Name:

	 	 	Title:







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