EX-10.2






Execution Version




PLEDGE AGREEMENT




THIS PLEDGE AGREEMENT (this “Pledge Agreement”) is entered into as of December 21, 2006, among
LIONBRIDGE TECHNOLOGIES, INC., a Delaware corporation (the “Company”), each of the Domestic
Subsidiaries of the Company from time to time party hereto (individually a “US Guarantor” and
collectively the “US Guarantors”; the US Guarantors, together with the Company, individually a
“Pledgor” and collectively the “Pledgors”) and HSBC BANK USA, NATIONAL ASSOCIATION, in its capacity
as Administrative Agent under the Credit Agreement referred to below (in such capacity, the
“Administrative Agent”) for the several banks and other financial institutions as may from time to
time become parties to such Credit Agreement (individually a “Lender” and collectively the
“Lenders”).



RECITALS




WHEREAS, pursuant to that certain Credit Agreement dated as of the date hereof (as amended,
modified, extended, renewed, restated or replaced from time to time, the “Credit Agreement”), among
the Company, the US Guarantors, the Lenders party thereto and the Administrative Agent, the Lenders
have agreed to make Loans and to issue and/or acquire participation interests in Letters of Credit
upon the terms and subject to the conditions set forth therein; and



WHEREAS, it is a condition precedent to the effectiveness of the Credit Agreement and the
obligations of the Lenders to make their respective Loans and to issue and/or acquire participation
interests in Letters of Credit under the Credit Agreement that the Pledgors shall have executed and
delivered this Pledge Agreement to the Administrative Agent for the ratable benefit of the Lenders.



NOW, THEREFORE, in consideration of these premises and other good and valuable consideration,
the receipt and sufficiency of which is hereby acknowledged, the parties hereto agree as follows:



1. Definitions. Unless otherwise defined herein, capitalized terms used herein shall
have the meanings ascribed to such terms in the Credit Agreement, and the following terms that are
defined in the Uniform Commercial Code from time to time in effect in the State of New York (the
“UCC”) are used herein as so defined: Certificated Security, Control, Entitlement Order, Financial
Asset, Investment Company Security, Securities Account, Security, Security Entitlement, Securities
Intermediary and Uncertificated Security. For purposes of this Pledge Agreement, the term “Lender”
shall include any Hedging Agreement Provider.



2. Pledge and Grant of Security Interest. To secure the prompt payment and
performance in full when due, whether by lapse of time or otherwise, of the Secured Obligations (as
defined in Section 3 hereof), each Pledgor hereby pledges and grants to the Administrative Agent,
for the benefit of the Lenders, a continuing security interest in any and all right, title and
interest of such Pledgor in and to the following, whether now owned or existing or owned, acquired,
or arising hereafter (collectively, the “Pledged Collateral”):




	 	(a)	 	Pledged Capital Stock. (i) 100% (or, if less, the full amount owned by
such Pledgor) of the issued and outstanding Capital Stock owned by such Pledgor of each
Domestic Subsidiary set forth on Schedule 2(a) attached hereto and (ii) 65% (or, if
less, the full amount owned by such Pledgor) of each class of the issued and
outstanding Capital Stock entitled to vote (within the meaning of Treas. Reg. Section
1.956-2(c)(2)) (“Voting Equity”) and 100% (or, if less, the full amount owned by such
Pledgor) of each class of the issued and outstanding Capital Stock not entitled to vote
(within the meaning of Treas. Reg. Section 1.956-2(c)(2)) (“Non-Voting Equity”) owned
by such Pledgor of each Foreign Subsidiary set forth on Schedule 2(a) attached hereto
(collectively, together with the Capital Stock and other interests described in clauses
(y) and (z) and in Sections 2(b) and 2(c) below, the “Pledged Capital Stock”),
including, but not limited to, the following:






(y) subject to the percentage restrictions described above and in
Section 2(b) below, all shares, securities, membership interests or other
equity interests representing a dividend on any of the Pledged Capital
Stock, or representing a distribution or return of capital upon or in
respect of the Pledged Capital Stock, or resulting from a stock split,
revision, reclassification or other exchange therefor, and any
subscriptions, warrants, rights or options issued to the holder of, or
otherwise in respect of, the Pledged Capital Stock; and




(z) subject to the percentage restrictions described above and in
Section 2(b) below and without affecting the obligations of the Pledgors
under any provision prohibiting such action hereunder or under the Credit
Agreement, in the event of any consolidation or merger involving the issuer
of any Pledged Capital Stock and in which such issuer is not the surviving
entity, all shares of each class of the Capital Stock of the successor
entity formed by or resulting from such consolidation or merger.




	 	(b)	 	Additional Interests. 100% (or, if less, the full amount owned by such
Pledgor) of each class of the issued and outstanding Capital Stock of any Person which
hereafter becomes a Domestic Subsidiary, including, without limitation, the
certificates representing such Capital Stock.






	 	(c)	 	Other Equity Interests. Subject to the percentage restrictions
described above, any and all other Capital Stock or other equity interests owned by the
Pledgors in any Domestic Subsidiary or any Foreign Subsidiary.






	 	(d)	 	Proceeds. All proceeds and products of the foregoing, however and
whenever acquired and in whatever form.





Without limiting the generality of the foregoing, it is hereby specifically understood and
agreed that a Pledgor may from time to time hereafter pledge and deliver additional shares of
Capital Stock or other interests to the Administrative Agent as collateral security for the Secured
Obligations. Upon such pledge and delivery to the Administrative Agent, such additional shares of
Capital Stock or other interests shall be deemed to be part of the Pledged Collateral of such
Pledgor and shall be subject to the terms of this Pledge Agreement whether or not Schedule 2(a) is
amended to refer to such additional shares. The Administrative Agent acknowledges and agrees that,
despite receiving a certificate representing the one outstanding share of Capital Stock of HuanQui
TongLian (WFOE), the Pledged Capital Stock of HuanQui TongLian (WFOE) is limited to 65% of the
Voting Equity and 100% of Non-Voting Equity of HuanQui TongLian (WFOE).



3. Security for Secured Obligations. The security interest created hereby in the
Pledged Collateral of each Pledgor constitutes continuing collateral security for all of the
following, whether now existing or hereafter incurred (the “Secured Obligations”): (a) all of the
Credit Party Obligations (including obligations under Secured Hedging Agreements), howsoever
evidenced, created, incurred or acquired, whether primary, secondary, direct, contingent, or joint
and several and (b) all expenses and charges, legal and otherwise, incurred by the Administrative
Agent, the Lenders and/or the Hedging Agreement Providers in collecting or enforcing any of the
Credit Party Obligations or in realizing on or protecting any security therefor, including without
limitation the security granted hereunder.



4. Delivery of the Pledged Collateral; Perfection of Security Interest. Each Pledgor
hereby agrees that:




	 	(a)	 	Delivery of Certificates and Instruments. Each Pledgor shall deliver
as security to the Administrative Agent, (i) simultaneously with or prior to the
execution and delivery of this Pledge Agreement, all certificates representing the
Pledged Capital Stock owned by such Pledgor and (ii) promptly upon the receipt thereof
by or on behalf of a Pledgor, all other certificates and instruments constituting
Pledged Collateral owned by a Pledgor. Prior to delivery to the Administrative Agent,
all such certificates and instruments constituting Pledged Collateral of a Pledgor
shall be held in trust by such Pledgor for the benefit of the Administrative Agent
pursuant hereto. All such certificates shall be delivered in suitable form for
transfer by delivery or shall be accompanied by duly executed instruments of transfer
or assignment in blank, substantially in the form provided in Exhibit 4(a) attached
hereto.






	 	(b)	 	Additional Securities. Subject to the percentage restrictions set
forth in Section 2, if such Pledgor shall receive by virtue of its being or having been
the owner of any Pledged Collateral, any (i) certificate, including without limitation,
any certificate representing a dividend or distribution in connection with any increase
or reduction of capital, reclassification, merger, consolidation, sale of assets,
combination of shares of Capital Stock, stock splits, spin-off or split-off, promissory
notes or other instruments; (ii) option or right, whether as an addition to,
substitution for, or an exchange for, any Pledged Collateral or otherwise; (iii)
dividends payable in Capital Stock; or (iv) distributions of Capital Stock or other
equity interests in connection with a partial or total liquidation, dissolution or
reduction of capital, capital surplus or paid-in surplus, then such Pledgor shall
receive such certificate, instrument, option, right or distribution in trust for the
benefit of the Administrative Agent, shall segregate it from such Pledgor’s other
property and shall deliver it forthwith to the Administrative Agent in the exact form
received accompanied by duly executed instruments of transfer or assignment in blank,
substantially in the form provided in Exhibit 4(a) attached hereto, to be held by the
Administrative Agent as Pledged Collateral and as further collateral security for the
Secured Obligations.






	 	(c)	 	Financing Statements; Other Perfection Actions. Each Pledgor hereby
authorizes the Administrative Agent to prepare and file such financing statements
(including continuation statements) or amendments thereof or supplements thereto or
other instruments as the Administrative Agent may from time to time deem reasonably
necessary or appropriate in order to perfect and maintain the security interests
granted hereunder in accordance with the UCC, including, without limitation, any
financing statement that describes the Pledged Collateral in such manner as the
Administrative Agent deems necessary or advisable. Each Pledgor shall also execute and
deliver to the Administrative Agent and/or file such agreements, assignments or
instruments (including affidavits, notices, reaffirmations, amendments and restatements
of existing documents and, subject to the terms of the Credit Agreement, any documents
as may be necessary if the law of any jurisdiction other than New York becomes or is
applicable to the Collateral or any portion thereof, in each case as the Administrative
Agent may reasonably request) and do all such other things as the Administrative Agent
may reasonably deem necessary or appropriate (i) to assure to the Administrative Agent
its security interests hereunder are perfected, including such financing statements
(including continuation statements) or amendments thereof or supplements thereto or
other instruments as the Administrative Agent may from time to time reasonably request
in order to perfect and maintain the security interests granted hereunder in accordance
with the UCC and any other personal property security legislation in the appropriate
jurisdictions, (ii) to consummate the transactions contemplated hereby and (iii) to
otherwise protect and assure the Administrative Agent of its rights and interests
hereunder. Each Pledgor agrees to mark its books and records (and to cause the issuer
of the Pledged Capital Stock of such Pledgor to mark its books and records) to reflect
the security interest of the Administrative Agent in the Pledged Collateral.





5. Representations and Warranties. Each Pledgor hereby represents and warrants to the
Administrative Agent, for the benefit of the Lenders, that so long as any of the Secured
Obligations (other than contingent indemnity obligations that survive termination of the Credit
Documents pursuant to the stated terms thereof and any continuing obligations under any Secured
Hedging Agreement, pooling agreement or cash management agreement) remain outstanding, any Credit
Document is in effect, and until all of the Commitments shall have been terminated:




	 	(a)	 	Authorization of Pledged Capital Stock. The Pledged Capital Stock is
duly authorized and validly issued, is fully paid and nonassessable and is not subject
to the preemptive rights of any Person. All other shares of Capital Stock or other
interests constituting Pledged Collateral are duly authorized and validly issued, fully
paid and nonassessable and not subject to the preemptive rights of any Person.






	 	(b)	 	Title. Each Pledgor has good and indefeasible title to the Pledged
Collateral of such Pledgor and will at all times be the legal and beneficial owner of
such Pledged Collateral free and clear of any Lien, other than Permitted Liens. There
exists no “adverse claim” within the meaning of Section 8-102 of the UCC with respect
to the Pledged Capital Stock of such Pledgor.






	 	(c)	 	Exercising of Rights. The exercise by the Administrative Agent of its
rights and remedies hereunder will not violate any law or governmental regulation or
any material contractual restriction binding on or affecting a Pledgor or any of its
property.






	 	(d)	 	Pledgor’s Authority. No authorization, approval or action by, and no
notice or filing with any Governmental Authority, the issuer of any Pledged Capital
Stock or third party is required either (i) for the pledge made by a Pledgor or for the
granting of the security interest by a Pledgor pursuant to this Pledge Agreement or
(ii) for the exercise by the Administrative Agent or the Lenders of their rights and
remedies hereunder (except as may be required by laws affecting the offering and sale
of securities).






	 	(e)	 	Security Interest/Priority. This Pledge Agreement creates a valid
security interest in favor of the Administrative Agent for the ratable benefit of the
Lenders, in the Pledged Collateral. The taking possession by the Administrative Agent
of the certificates (if any) representing the Pledged Capital Stock and all other
certificates and instruments constituting Pledged Collateral will perfect and
establish the first priority of the Administrative Agent’s security interest in all
certificated Pledged Capital Stock and such certificates and instruments. Upon the
filing of UCC financing statements in the location of each Pledgor’s state of
organization, the Administrative Agent shall have a first priority perfected security
interest in all uncertificated Pledged Capital Stock consisting of partnership or
limited liability company interests that do not constitute a Security pursuant to
Section 8-103(c) of the UCC. With respect to any Pledged Collateral consisting of an
Uncertificated Security or a Security Entitlement or any Pledged Collateral held in a
Securities Account, upon execution and delivery by the applicable Pledgor, the
Administrative Agent and the applicable Securities Intermediary or the applicable
issuer of the Uncertificated Security of an agreement granting Control to the
Administrative Agent over such Pledged Collateral, the Administrative Agent shall have
a first priority perfected security interest in such Pledged Collateral. Except as set
forth in this Section, no action is necessary to perfect the Administrative Agent’s
security interest.






	 	(f)	 	No Other Capital Stock. Except as set forth on Schedule 2(a) attached
hereto (as updated or deemed updated from time to time in accordance with the terms
hereof and of the Credit Agreement), no Pledgor owns any Capital Stock of the Company
or any of its Domestic Subsidiaries.






	 	(g)	 	Partnership and Limited Liability Company Interests. Except as
previously disclosed to the Administrative Agent, none of the Pledged Capital Stock
consisting of partnership or limited liability company interests (i) is dealt in or
traded on a securities exchange or in a securities market, (ii) by its terms expressly
provides that it is a Security governed by Article 8 of the UCC, (iii) is an Investment
Company Security, (iv) is held in a Securities Account or (v) constitutes a Security or
a Financial Asset.






	 	(h)	 	Uncertificated Securities; Security Entitlement; Securities Accounts.
Except as previously disclosed to the Administrative Agent, none of the Pledged
Collateral consists of an Uncertificated Security, a Security Entitlement or a
Securities Account.





6. Covenants. Each Pledgor hereby covenants, that so long as any of the Secured
Obligations (other than contingent indemnity obligations that survive termination of the Credit
Documents pursuant to the stated terms thereof and any continuing obligations under any Secured
Hedging Agreement, pooling agreement or cash management agreement) remain outstanding, any Credit
Document is in effect, and until all of the Commitments shall have been terminated, such Pledgor
shall:




	 	(a)	 	Defense of Title. Warrant and defend title to and ownership of the
Pledged Collateral of such Pledgor at its own expense against the claims and demands of
all other parties claiming an interest therein; keep the Pledged Collateral free from
all Liens, other than Permitted Liens; and not sell, exchange, transfer, assign, lease
or otherwise dispose of Pledged Collateral of such Pledgor or any interest therein,
except as permitted under the Credit Agreement and the other Credit Documents.






	 	(b)	 	Further Assurances. Subject to the terms of the Credit Agreement,
promptly execute and deliver at its expense all further instruments and documents and
take all further action that may be necessary and desirable or that the Administrative
Agent may request in order to (i) perfect and protect the security interest created
hereby in the Pledged Collateral of such Pledgor (including, without limitation,
execution and delivery of one or more control agreements reasonably acceptable to the
Administrative Agent, filing of UCC financing statements and any and all other actions
reasonably necessary to satisfy the Administrative Agent that the Administrative Agent
has obtained a first priority perfected security interest in all Pledged Collateral);
and (ii) enable the Administrative Agent to exercise and enforce its rights and
remedies hereunder in respect of the Pledged Collateral of such Pledgor.






	 	(c)	 	Amendments. Not make or consent to any amendment or other modification
or waiver with respect to any of the Pledged Collateral of such Pledgor or enter into
any agreement or allow to exist any restriction with respect to any of the Pledged
Collateral of such Pledgor other than pursuant hereto or as may be permitted under the
Credit Agreement.






	 	(d)	 	Compliance with Securities Laws. File all reports and other
information now or hereafter required to be filed by such Pledgor with the United
States Securities and Exchange Commission and any other state, federal or foreign
agency in connection with the ownership of the Pledged Collateral of such Pledgor.






	 	(e)	 	Issuance or Acquisition of Capital Stock. Subject to Section 5.10 of
the Credit Agreement, not without executing and delivering, or causing to be executed
and delivered, to the Administrative Agent such agreements, documents and instruments
as the Administrative Agent may reasonably require, issue or acquire any Capital Stock
of a Subsidiary that consists of an interest in a partnership or a limited liability
company which (i) is dealt in or traded on a securities exchange or in a securities
market, (ii) by its terms expressly provides that it is a Security governed by Article
8 of the UCC, (iii) is an Investment Company Security, (iv) is held in a Securities
Account or (v) constitutes a Security or a Financial Asset.






	 	(f)	 	Pledged Collateral Requiring Control. Subject to Section 5.10 of the
Credit Agreement, not without executing and delivering, and causing to be executed and
delivered, to the Administrative Agent such control agreement and other documents as
the Administrative Agent may reasonably require, issue or acquire any Pledged
Collateral that consists of an Uncertificated Security, a Security Entitlement or a
Securities Account.





7. Performance of Obligations; Advances by Administrative Agent. On failure of any
Pledgor to perform any of the covenants and agreements contained herein, the Administrative Agent
may, at its sole option and in its sole discretion, perform or cause to be performed the same and
in so doing may expend such sums as the Administrative Agent may reasonably deem advisable in the
performance thereof, including, without limitation, the payment of any insurance premiums, the
payment of any taxes, a payment to obtain a release of a Lien or potential Lien, expenditures made
in defending against any adverse claim and all other expenditures which the Administrative Agent
may make for the protection of the security interest hereof or may be compelled to make by
operation of law. All such sums and amounts so expended shall be repayable by the Pledgors on a
joint and several basis promptly upon timely notice thereof and demand therefor, shall constitute
additional Secured Obligations and shall bear interest from the date said amounts are expended at
the default rate for Revolving Loans that are Alternate Base Rate Loans set forth in Section 2.9 of
the Credit Agreement. No such performance of any covenant or agreement by the Administrative Agent
on behalf of any Pledgor, and no such advance or expenditure therefor, shall relieve the Pledgors
of any Default or Event of Default under the terms of this Pledge Agreement, the other Credit
Documents or any Secured Hedging Agreement. The Administrative Agent may make any payment hereby
authorized in accordance with any bill, statement or estimate procured from the appropriate public
office or holder of the claim to be discharged without inquiry into the accuracy of such bill,
statement or estimate or into the validity of any tax assessment, sale, forfeiture, tax lien, title
or claim except to the extent such payment is being contested in good faith by a Pledgor in
appropriate proceedings and against which adequate reserves are being maintained in accordance with
GAAP.



8. Events of Default. The occurrence of an event which under the Credit Agreement
would constitute an Event of Default shall be an event of default hereunder (an “Event of
Default”).



9. Remedies.




	 	(a)	 	General Remedies. Upon the occurrence of an Event of Default and
during the continuation thereof, the Administrative Agent shall have, in respect of the
Pledged Collateral of any Pledgor, in addition to the rights and remedies provided
herein, in the other Credit Documents, in any Secured Hedging Agreement or by law, the
rights and remedies of a secured party under the UCC or any other applicable law.






	 	(b)	 	Sale of Pledged Collateral. Upon the occurrence of an Event of Default
and during the continuation thereof, without limiting the generality of this Section
and without notice, the Administrative Agent may, in its sole discretion, sell or
otherwise dispose of or realize upon the Pledged Collateral, or any part thereof, in
one or more parcels, at public or private sale, at any exchange or broker’s board or
elsewhere, at such price or prices and on such other terms as the Administrative Agent
may deem commercially reasonable, for cash, credit or for future delivery or otherwise
in accordance with applicable law. To the extent permitted by law, any Lender may in
such event, bid for the purchase of such securities. Each Pledgor agrees that, to the
extent notice of sale shall be required by law and has not been waived by such Pledgor,
any requirement of reasonable notice shall be met if notice, specifying the place of
any public sale or the time after which any private sale is to be made, is personally
served on or mailed, postage prepaid, to such Pledgor, in accordance with the notice
provisions of Section 9.2 of the Credit Agreement at least ten (10) days before the
time of such sale. The Administrative Agent shall not be obligated to make any sale of
Pledged Collateral of such Pledgor regardless of notice of sale having been given. The
Administrative Agent may adjourn any public or private sale from time to time by
announcement at the time and place fixed therefor, and such sale may, without further
notice, be made at the time and place to which it was so adjourned.






	 	(c)	 	Private Sale. Upon the occurrence of an Event of Default and during
the continuation thereof, the Pledgors recognize that the Administrative Agent may deem
it impracticable to effect a public sale of all or any part of the Pledged Collateral
and that the Administrative Agent may, therefore, determine to make one or more private
sales of any such Pledged Collateral to a restricted group of purchasers who will be
obligated to agree, among other things, to acquire such Pledged Collateral for their
own account, for investment and not with a view to the distribution or resale thereof.
Each Pledgor acknowledges that any such private sale may be at prices and on terms less
favorable to the seller than the prices and other terms which might have been obtained
at a public sale and, notwithstanding the foregoing, agrees that such private sale
shall not be deemed to have been made in a commercially unreasonable manner solely
because of the manner of sale, and that the Administrative Agent shall have no
obligation to delay sale of any such Pledged Collateral for the period of time
necessary to permit the issuer of such Pledged Collateral to register such Pledged
Collateral for public sale under the Securities Act of 1933.






	 	(d)	 	Retention of Pledged Collateral. In addition to the rights and
remedies hereunder, upon the occurrence of an Event of Default and during the
continuation thereof, the Administrative Agent may, after providing the notices
required by Sections 9-620 and 9-621 of the UCC (or any successor sections of the UCC)
or otherwise complying with the notice requirements of applicable law of the relevant
jurisdiction, accept or retain all or any portion of the Pledged Collateral in
satisfaction of the Secured Obligations. Unless and until the Administrative Agent
shall have provided such notices, however, the Administrative Agent shall not be deemed
to have retained any Pledged Collateral in satisfaction of any Secured Obligations for
any reason.






	 	(e)	 	Deficiency. In the event that the proceeds of any sale, collection or
realization are insufficient to pay all amounts to which the Administrative Agent or
the Lenders are legally entitled, the Pledgors shall be jointly and severally liable
for the deficiency, together with interest thereon at the default rate for Revolving
Loans that are Alternate Base Rate Loans set forth in Section 2.9 of the Credit
Agreement, together with the costs of collection and the reasonable fees of any
attorneys employed by the Administrative Agent to collect such deficiency. Any surplus
remaining after the full payment and satisfaction of the Secured Obligations shall be
returned to the Pledgors or to whomsoever a court of competent jurisdiction shall
determine to be entitled thereto.






	 	(f)	 	Other Security. To the extent that any of the Secured Obligations are
now or hereafter secured by property other than the Pledged Collateral (including,
without limitation, real and other personal property owned by a Pledgor), or by a
guarantee, endorsement or property of any other Person, then the Administrative Agent
shall have the right to proceed against such other property, guarantee or endorsement
upon the occurrence and during the continuation of any Event of Default, and the
Administrative Agent shall have the right, in its sole discretion, to determine which
rights, security, Liens, security interests or remedies the Administrative Agent shall
at any time pursue, relinquish, subordinate, modify or take with respect thereto,
without in any way modifying or affecting any of them or any of the Administrative
Agent’s rights or the Secured Obligations under this Pledge Agreement, under any other
of the Credit Documents or under any Secured Hedging Agreement.





10. Rights of the Administrative Agent.




	 	(a)	 	Power of Attorney. Each Pledgor hereby designates and appoints the
Administrative Agent, on behalf of the Lenders, and each of its designees or agents as
attorney-in-fact of such Pledgor, irrevocably and with power of substitution, with
authority to take any or all of the following actions upon the occurrence and during
the continuation of an Event of Default:






(i) to demand, collect, settle, compromise, adjust and give discharges and releases
concerning the Pledged Collateral of such Pledgor, all as the Administrative Agent may
reasonably determine in respect of such Pledged Collateral;




(ii) to commence and prosecute any actions at any court for the purposes of collecting
any of the Pledged Collateral and enforcing any other right in respect thereof;




(iii) to defend, settle, adjust or compromise any action, suit or proceeding brought
with respect to the Pledged Collateral and, in connection therewith, give such discharge or
release as the Administrative Agent may deem reasonably appropriate;




(iv) to pay or discharge taxes, Liens, security interests, or other encumbrances levied
or placed on or threatened against the Pledged Collateral;




(v) to direct any parties liable for any payment under any of the Pledged Collateral to
make payment of any and all monies due and to become due thereunder directly to the
Administrative Agent or as the Administrative Agent shall direct;




(vi) to receive payment of and receipt for any and all monies, claims, and other
amounts due and to become due at any time in respect of or arising out of any Pledged
Collateral of such Pledgor;




(vii) to sign and endorse any drafts, assignments, proxies, stock powers,
verifications, notices and other documents relating to the Pledged Collateral of such
Pledgor;




(viii) to execute and deliver and/or file all assignments, conveyances, statements,
financing statements, continuation statements, pledge agreements, affidavits, notices and
other agreements, instruments and documents that the Administrative Agent may determine
necessary in order to perfect and maintain the security interests and Liens granted in this
Pledge Agreement and in order to fully consummate all of the transactions contemplated
herein;




(ix) to exchange any of the Pledged Collateral of such Pledgor or other property upon
any merger, consolidation, reorganization, recapitalization or other readjustment of the
issuer thereof and, in connection therewith, deposit any of the Pledged Collateral of such
Pledgor with any committee, depository, transfer agent, registrar or other designated agency
upon such terms as the Administrative Agent may determine;




(x) to vote for a shareholder, partner or member resolution, or to sign an instrument
in writing, sanctioning the transfer of any or all of the Pledged Collateral of such Pledgor
into the name of the Administrative Agent or into the name of any transferee to whom the
Pledged Collateral of such Pledgor or any part thereof may be sold pursuant to Section 9
hereof; and




(xi) to do and perform all such other acts and things as the Administrative Agent may
reasonably deem to be necessary, proper or convenient in connection with the Pledged
Collateral of such Pledgor.



This power of attorney is a power coupled with an interest and shall be irrevocable for so long as
any of the Secured Obligations (other than contingent indemnity obligations that survive
termination of the Credit Documents pursuant to the stated terms thereof and any continuing
obligations under any Secured Hedging Agreement, pooling agreement or cash management agreement)
remain outstanding, any Credit Document is in effect, and until all of the Commitments shall have
been terminated. The Administrative Agent shall be under no duty to exercise or withhold the
exercise of any of the rights, powers, privileges and options expressly or implicitly granted to
the Administrative Agent in this Pledge Agreement, and shall not be liable for any failure to do so
or any delay in doing so. The Administrative Agent shall not be liable for any act or omission or
for any error of judgment or any mistake of fact or law in its individual capacity or its capacity
as attorney-in-fact except acts or omissions resulting from its gross negligence or willful
misconduct. This power of attorney is conferred on the Administrative Agent solely to perfect,
protect, preserve and realize upon its security interest in the Pledged Collateral.




	 	(b)	 	Assignment by the Administrative Agent. The Administrative Agent may
from time to time assign the Secured Obligations or any portion thereof and/or the
Pledged Collateral or any portion thereof to a successor Administrative Agent, and the
assignee shall be entitled to all of the rights and remedies of the Administrative
Agent under this Pledge Agreement in relation thereto.






	 	(c)	 	The Administrative Agent’s Duty of Care. Other than the exercise of
reasonable care to assure the safe custody of the Pledged Collateral while being held
by the Administrative Agent hereunder, the Administrative Agent shall have no duty or
liability to preserve rights pertaining thereto, it being understood and agreed that
Pledgors shall be responsible for preservation of all rights in the Pledged Collateral
of such Pledgor, and the Administrative Agent shall be relieved of all responsibility
for the Pledged Collateral upon surrendering it or tendering the surrender of it to the
Pledgors. The Administrative Agent shall be deemed to have exercised reasonable care
in the custody and preservation of the Pledged Collateral in its possession if such
Pledged Collateral is accorded treatment substantially equal to that which the
Administrative Agent accords its own property, which shall be no less than the
treatment employed by a reasonable and prudent agent in the industry, it being
understood that the Administrative Agent shall not have responsibility for (i)
ascertaining or taking action with respect to calls, conversions, exchanges,
maturities, tenders or other matters relating to any Pledged Collateral, whether or not
the Administrative Agent has or is deemed to have knowledge of such matters; or (ii)
taking any necessary steps to preserve rights against any parties with respect to any
Pledged Collateral.






	 	(d)	 	Voting Rights in Respect of the Pledged Collateral.






(i) So long as no Event of Default shall have occurred and be continuing, to the extent
permitted by law, each Pledgor may exercise any and all voting and other consensual rights
pertaining to the Pledged Collateral of such Pledgor or any part thereof for any purpose not
inconsistent with the terms of this Pledge Agreement or the Credit Agreement.




(ii) Subject to subsection (e) of this Section, upon the occurrence and during the
continuance of an Event of Default, all rights of a Pledgor to exercise the voting and other
consensual rights which it would otherwise be entitled to exercise pursuant to paragraph (i)
of this subsection (d) shall cease and all such rights shall thereupon become vested in the
Administrative Agent which shall then have the sole right to exercise such voting and other
consensual rights.




	 	(e)	 	Dividend and Distribution Rights in Respect of the Pledged Collateral.






(i) So long as no Event of Default shall have occurred and be continuing, each Pledgor
may receive and retain any and all dividends (other than dividends payable in the form of
Capital Stock and other dividends constituting Pledged Collateral which are required to be
delivered to the Administrative Agent pursuant to Section 4 above), distributions or
interest paid in respect of the Pledged Collateral to the extent they are allowed under the
Credit Agreement.




(ii) Upon the occurrence and during the continuation of an Event of Default:




	 	A)	 	all rights of a Pledgor to receive the
dividends, distributions and interest payments which it would otherwise
be authorized to receive and retain pursuant to paragraph (i) of this
subsection (e) shall cease and all such rights shall thereupon be
vested in the Administrative Agent which shall then have the sole right
to receive and hold as Pledged Collateral such dividends, distributions
and interest payments; and






	 	B)	 	all dividends, distributions and interest
payments which are received by a Pledgor contrary to the provisions of
clause (A) of this subsection (ii) shall be received in trust for the
benefit of the Administrative Agent, shall be segregated from other
property or funds of such Pledgor, and shall be forthwith paid over to
the Administrative Agent as Pledged Collateral in the exact form
received, to be held by the Administrative Agent as Pledged Collateral
and as further collateral security for the Secured Obligations.






	 	(f)	 	Release of Pledged Collateral. The Administrative Agent may release
any of the Pledged Collateral from this Pledge Agreement or may substitute any of the
Pledged Collateral for other Pledged Collateral without altering, varying or
diminishing in any way the force, effect, Lien, pledge or security interest of this
Pledge Agreement as to any Pledged Collateral not expressly released or substituted,
and this Pledge Agreement shall continue as a first priority Lien on all Pledged
Collateral not expressly released or substituted.





11. Application of Proceeds. After the exercise of remedies by the Administrative
Agent or the Lenders pursuant to Section 7.2 of the Credit Agreement (or after the Commitments
shall automatically terminate and the Loans (with accrued interest thereon) and all other amounts
under the Credit Documents shall automatically become due and payable in accordance with the terms
of such Section), any proceeds of the Pledged Collateral, when received by the Administrative
Agent, any of the Lenders or any Hedging Agreement Provider in cash or its equivalent, will be
applied in reduction of the Secured Obligations in the order set forth in Section 2.12(b) of the
Credit Agreement, and each Pledgor irrevocably waives the right to direct the application of such
payments and proceeds and acknowledges and agrees that the Administrative Agent shall have the
continuing and exclusive right to apply and reapply any and all such proceeds in the Administrative
Agent’s sole discretion, notwithstanding any entry to the contrary upon any of its books and
records.



12. Continuing Agreement. This Pledge Agreement shall be a continuing agreement in
every respect and shall remain in full force and effect so long as any of the Secured Obligations
(other than contingent indemnity obligations that survive termination of the Credit Documents
pursuant to the stated terms thereof and any continuing obligations under any Secured Hedging
Agreement, pooling agreement or cash management agreement) remain outstanding, any Credit Document
is in effect, and until all of the Commitments shall have been terminated. Upon such payment and
termination, this Pledge Agreement shall be automatically terminated and the Administrative Agent
and the Lenders shall, upon the request and at the expense of the Pledgors, forthwith release all
of the Liens and security interests granted hereunder and shall deliver all UCC termination
statements and/or other documents reasonably requested by the Pledgors evidencing such termination.
Notwithstanding the foregoing, all releases and indemnities provided hereunder shall survive
termination of this Pledge Agreement.



13. Amendments; Waivers; Modifications. This Pledge Agreement and the provisions
hereof may not be amended, waived, modified, changed, discharged or terminated except as set forth
in Section 9.1 of the Credit Agreement.



14. Successors in Interest. This Pledge Agreement shall create a continuing security
interest in the Pledged Collateral and shall be binding upon each Pledgor, its successors and
assigns and shall inure, together with the rights and remedies of the Administrative Agent
hereunder, to the benefit of the Administrative Agent and the Lenders and their successors and
permitted assigns; provided, however, that none of the Pledgors may assign its rights or delegate
its duties hereunder without the prior written consent of each Lender or the Required Lenders, as
required by the Credit Agreement. To the fullest extent permitted by law, each Pledgor hereby
releases the Administrative Agent, each Lender and any other Indemnitees, in accordance with the
terms of Section 9.5 of the Credit Agreement, from any liability for any act or omission relating
to this Pledge Agreement or the Pledged Collateral.



15. Notices. All notices required or permitted to be given under this Pledge
Agreement shall be in conformance with Section 9.2 of the Credit Agreement.



16. Counterparts. This Pledge Agreement may be executed in any number of
counterparts, each of which where so executed and delivered shall be an original, but all of which
shall constitute one and the same instrument. It shall not be necessary in making proof of this
Pledge Agreement to produce or account for more than one such counterpart. Delivery of executed
counterparts of the Pledge Agreement by telecopy shall be effective as an original and shall
constitute a representation that an original shall be delivered upon the request of the
Administrative Agent.



17. Headings. The headings of the sections and subsections hereof are provided for
convenience only and shall not in any way affect the meaning, construction or interpretation of any
provision of this Pledge Agreement.



18. Governing Law; Submission to Jurisdiction and Service of Process; Waiver of Jury
Trial; Venue. THIS PLEDGE AGREEMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES HEREUNDER
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).



The terms of Sections 9.14 and 9.17 of the Credit Agreement are incorporated herein by reference,
mutatis mutandis, and the parties hereto agree to such terms.



19. Severability. If any provision of this Pledge Agreement is determined to be
illegal, invalid or unenforceable, such provision shall be fully severable and the remaining
provisions shall remain in full force and effect and shall be construed without giving effect to
the illegal, invalid or unenforceable provisions.



20. Entirety. This Pledge Agreement, the other Credit Documents and any Secured
Hedging Agreement represent the entire agreement of the parties hereto and thereto, and supersede
all prior agreements and understandings, oral or written, if any, including any commitment letters
or correspondence relating to this Pledge Agreement, the other Credit Documents, any such Secured
Hedging Agreement or the transactions contemplated herein and therein.



21. Survival. All representations and warranties of the Pledgors hereunder shall
survive the execution and delivery of this Pledge Agreement, the other Credit Documents and any
Secured Hedging Agreement, the delivery of the Notes and the making of the Loans and the issuance
of the Letters of Credit under the Credit Agreement.



22. Joint and Several Obligations of Pledgors.




	 	(a)	 	Each of the Pledgors is accepting joint and several liability hereunder in
consideration of the financial accommodations to be provided by the Lenders under the
Credit Agreement, for the mutual benefit, directly and indirectly, of each of the
Pledgors and in consideration of the undertakings of each of the Pledgors to accept
joint and several liability for the obligations of each of them.






	 	(b)	 	Each of the Pledgors, jointly and severally hereby irrevocably and
unconditionally accepts, not merely as a surety but also as a co-debtor, joint and
several liability with the other Pledgors with respect to the payment and performance
of all of the Secured Obligations arising under this Pledge Agreement, the other Credit
Documents and any Hedging Agreement, it being the intention of the parties hereto that
all the Secured Obligations shall be the joint and several obligations of each of the
Pledgors without preferences or distinction among them.






	 	(c)	 	Notwithstanding any provision to the contrary contained herein, in any other of
the Credit Documents or in any Secured Hedging Agreement, to the extent the obligations
of a Pledgor shall be adjudicated to be invalid or unenforceable for any reason
(including, without limitation, because of any applicable state or federal law relating
to fraudulent conveyances or transfers) then the obligations of such Pledgor hereunder
shall be limited to the maximum amount that is permissible under applicable law
(whether federal or state and including, without limitation, the Bankruptcy Code).





23. Rights of Required Lenders. All rights of the Administrative Agent hereunder, if
not exercised by the Administrative Agent, may be exercised by the Required Lenders.



1




Each of the parties hereto has caused a counterpart of this Pledge Agreement to be duly
executed and delivered as of the date first above written.



	 	 	 	 	 
	 	 	 	 	LIONBRIDGE TECHNOLOGIES, INC.,
	
 
	 	 	 	A Delaware corporation

By: /s/ Stephen J. Lifshatz
	
 
	 	 	 	 
	COMPANY:




	 	 	 	Name: Stephen J. Lifshatz

Title: Senior Vice President
	 
	 	 	 	 
	US GUARANTORS:
 
	 	VERITEST, INC.,
A Delaware corporation
By: /s/ Stephen J. Lifshatz
 
Name: Stephen J. Lifshatz
Title: Vice President
	 
	 	 	 	 
	 
	 	LIONBRIDGE US, INC.,
A Delaware corporation
By: /s/ Stephen J. Lifshatz
 
Name: Stephen J. Lifshatz
Title: Vice President
	 
	 	 	 	 
	 
	 	LIONBRIDGE GLOBAL SOLUTIONS
FEDERAL, INC.,
a Delaware corporation
By: /s/ Margaret A. Shukur
 
Name: Margaret A. Shukur
Title: Secretary
	 
	 	 	 	 
	 
	 	LIONBRIDGE GLOBAL SOLUTIONS
II, INC.,
a New York corporation
By: /s/ Stephen J. Lifshatz
 
Name: Stephen J. Lifshatz
Title: Vice President
	 
	 	 	 	 
	 
	 	 	 	 
	 
	 	 	 	 
	Accepted and agreed to as of the date first above written:

	 
	 	 	 	 
	 	 	HSBC BANK USA, NATIONAL ASSOCIATION,
as Administrative Agent
By: /s/ Kenneth V. McGraime
 
Name: Kenneth V. McGraime
Title: Senior Vice President, Commercial Executive







2




Schedule 2(a)

To

Pledge Agreement

Dated as of December __, 2006

In favor of HSBC BANK USA, NATIONAL ASSOCIATION,

As Administrative Agent






3






Exhibit 4(a)

To

Pledge Agreement

Dated as of December __, 2006

In favor of HSBC BANK USA, NATIONAL ASSOCIATION,

As Administrative Agent




Irrevocable Stock Power




FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers to



	 	 	 	 	 
	The following shares of capital stock of

	 	, a
	 	corporation:
	
 
	 	 
	 	

	 
	 	 	 	 
	No of Shares

	 	Certificate No.
	 	

	 

	 	 
	 	







And irrevocably appoints its agent and attorney-in-fact to transfer all or any part of such capital
stock or equity interest and to take all necessary and appropriate action to effect any such
transfer. The agent and attorney-in-fact may substitute and appoint one or more persons to act for
him.



	 	 	 	 	 
	
 
	 	 	,	 
	 

	 	


	A

	 	[corporation]

	 

	 	


	 
	 	 	 	 
	By:

	 	


	 

	 	 	 	 
	Name:

	 	


	
 
	 	 	 	 
	Title:

	 	


	 

	 	 	 	 
	 
	 	 	 	 







4