EX-10.4






REVOLVING NOTE




December 21, 2006




FOR VALUE RECEIVED, the undersigned (the “Borrower”) hereby unconditionally promises
to pay, on the Revolving Commitment Termination Date (as defined in the Credit Agreement referred
to below), to the order of [LENDER] (the “Lender”) at the office of HSBC Bank USA,
National Association located at 125 High Street, 16th Floor, Oliver Street Tower,
Boston, MA 02110, in lawful money of the United States of America or such other currency as
required by the Credit Agreement and in immediately available funds, the aggregate unpaid
principal amount of all Revolving Loans made by the Lender to the Borrower pursuant to Section 2.1
of the Credit Agreement referred to below.



The undersigned further agrees to pay interest in like money at such office on the unpaid
principal amount hereof and, to the extent permitted by law, accrued interest in respect hereof
from time to time from the date hereof until payment in full of the principal amount hereof and
accrued interest hereon, at the rates and on the dates set forth in the Credit Agreement.



The holder of this Revolving Note is authorized to endorse the date and amount of each Loan
made pursuant to Section 2.1 of the Credit Agreement and each payment of principal and interest
with respect thereto and its character as a LIBOR Rate Loan or an Alternate Base Rate Loan on
Schedule 1 annexed hereto and made a part hereof, or on a continuation thereof which shall
be attached hereto and made a part hereof, which endorsement shall constitute prima facie evidence
of the accuracy of the information endorsed; provided, however, that the failure
to make any such endorsement shall not affect the obligations of the undersigned under this
Revolving Note.



This Note is one of the Revolving Notes referred to in the Credit Agreement, dated as of
December 21, 2006 (as amended, restated, supplemented or otherwise modified, the “Credit
Agreement”), by and among Lionbridge Technologies, Inc., a Delaware corporation (the
"Company”), the Material Domestic Subsidiaries of the Company from time to time party
thereto, the lenders from time to time party thereto (the “Lenders”) and HSBC Bank USA,
National Association, as administrative agent for the Lenders (the “Administrative Agent"),
and the holder is entitled to the benefits thereof. Capitalized terms used but not otherwise
defined herein shall have the meanings provided in the Credit Agreement.



Upon the occurrence of any one or more of the Events of Default specified in the Credit
Agreement, all amounts then remaining unpaid on this Revolving Note shall become, or may be
declared to be, immediately due and payable, all as provided therein. In the event this Revolving
Note is not paid when due at any stated or accelerated maturity, the Borrower agrees to pay, in
addition to principal and interest, all costs of collection, including reasonable attorneys’ fees.



All parties now and hereafter liable with respect to this Revolving Note, whether maker,
principal, surety, endorser or otherwise, hereby waive presentment, demand, protest and all other
notices of any kind.



1




THIS REVOLVING NOTE SHALL BE GOVERNED BY, AND CONSTRUED AND ENFORCED IN
ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK WITHOUT REGARD TO CONFLICT OF LAWS
PRINCIPLES THEREOF (OTHER THAN SECTIONS 5-1401 AND 5-1402 OF THE NEW YORK GENERAL
OBLIGATIONS LAW).




LIONBRIDGE TECHNOLOGIES, INC.,


a Delaware corporation




By:      

Name:

Title:




SCHEDULE 1

to Revolving Note




LOANS AND PAYMENTS OF PRINCIPAL




	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	Principal Paid or	 	 	 	 
	Date	 	Amount of loan	 	Currency of Loan	 	Type of Loan	 	Interest Rate	 	Interest Period	 	Maturity Date	 	Converted	 	Principal Balance	 	Notation Made By







2