EX-10.1







EXECUTION



AMENDMENT NO. 3 TO CREDIT AGREEMENT




AMENDMENT NO. 3 TO CREDIT AGREEMENT (this “Amendment”), is dated as of September 30,
2010 (the “Amendment Effective Date”), by and among 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”); the Foreign Guarantors from time to time parties to the Credit Agreement
referred to below (collectively, the “Foreign Guarantors”); the US Guarantors from time to
time parties to the Credit Agreement referred to below (collectively, the “US Guarantors”);
and HSBC BANK USA, N.A., as the lender (in such capacity, the “Lender”), as administrative
agent (in such capacity, the “Agent”) and as sole lead arranger and sole book runner
(“HSBC”).



RECITALS




WHEREAS, the Borrowers, the US Guarantors, the Foreign Guarantors, the Lender and the Agent
are parties to that certain Credit Agreement, dated as of December 21, 2006, as amended by that
certain Amendment and Joinder Agreement, dated January 22, 2007, as further amended by that certain
Amendment and Joinder Agreement to Credit Agreement, dated October 30, 2009 (as the same may be
further amended from time to time, the “Credit Agreement”);



WHEREAS, immediately prior to the Amendment Effective Date, all of the then-existing “Lender”
parties under the Credit Agreement other than HSBC sold and assigned to HSBC, and HSBC purchased
and assumed, all such transferring lenders’ rights and obligations under the Credit Agreement
pursuant to Assignment Agreements substantially in the form of Schedule 9.6(c) of the
Credit Agreement, and, as a result of such assignments, HSBC is now the sole Lender under the
Credit Agreement; and



WHEREAS, the Borrowers have requested, and HSBC, as the sole remaining Lender has agreed to,
certain amendments to the Credit Agreement to, among other things, extend the maturity date, to
change the pricing, and to change certain financial covenants.



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




	 	1.	 	General.





1.1. Capitalized terms used herein without definition shall have the meanings ascribed such
terms in the Credit Agreement.



1.2. HSBC, as the sole Lender under the Credit Agreement, confirms that its aggregate
Commitment under the Credit Agreement is $50,000,000 as of the Amendment Effective Date.



2. Amendments to Section 1 of the Credit Agreement.



2.1 Section 1.1 of the Credit Agreement is hereby amended as follows:



2.1.1 by (i) deleting the table set forth in the definition of “Applicable Percentage” in its
entirety, and (ii) replacing it with the following:



	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	LIBOR Rate Margin	 	 	 	 
	 	 	 	 	for Revolving Loans	 	Alternate Base Rate	 	 
	 	 	Leverage	 	and Letter of	 	Margin for	 	 
	“Level	 	Ratio	 	Credit Fee	 	Revolving Loans	 	Commitment Fee
	I
	 	> 2.50 to 1.00

	 	 	2.50	%	 	 	0.00	%	 	 	0.500	%
	 
	 	 

	 	 	 	 	 	 	 	 	 	 	 	 
	II
	 	> 1.50 to 1.00

but

	 	2.25%



	 	0.00%



	 	0.500%




	 	 	 

	 	

	 	

	 	


	 	 	? 2.50 to 1.00

	 	

	 	

	 	


	 
	 	 

	 	 	 	 	 	 	 	 	 	 	 	 
	III
	 	> 1.00 to 1.00

but

	 	2.00%



	 	0.00%



	 	0.500%




	 	 	 

	 	

	 	

	 	


	 	 	? 1.50 to 1.00

	 	

	 	

	 	


	 
	 	 

	 	 	 	 	 	 	 	 	 	 	 	 
	IV
	 	? 1.00 to 1.00

	 	 	1.75	%	 	 	0.00	%	 	 	0.375	%
	 
	 	
 
	 	 	 	 	 	 	 	 	 	 	 	 






2.1.2 by adding the following words immediately following the phrase “foreign exchange
charges” in clause (b)(vi) of the definition of “Consolidated EBITDA”:




“and up to $2,500,000 of realized foreign exchange charges related to hedging
arrangements”



2.1.3 by inserting, immediately after clause (b)(xi) of the definition of “Consolidated
EBITDA”, the following new subclauses (xii) and (xiii):




“, (xii) for the fiscal quarters ended December 31, 2009 through June 30, 2010,
non-recurring restructuring charges not to exceed $4,719,000 in the aggregate, and
(xiii) for the fiscal quarters ending September 30, 2010 through March 31, 2012,
non-recurring restructuring charges, approved by the Administrative Agent, not to
exceed $6,000,000 in the aggregate.”



2.1.4 by inserting, immediately prior to the “.” at the end of clause (c) of the definition of
“Consolidated EBITDA”, the following clause:




“; provided, however, that the restructuring charges permitted to be added back
pursuant to clause (b)(xii)-(xiii) hereof shall not be subtracted pursuant to this
clause (c) regardless of whether such charges are non-cash charges that become cash
charges”



2.1.5 by deleting the definition of “Co-Syndication Agents” in its entirety.



2.1.6 by (i) deleting the definition of “Lender” in its entirety, and (ii) replacing it with
the following:




““Lender” shall mean HSBC and any successor and/or assignee in such capacity
and shall include the Issuing Lender and the Swingline Lender.”



2.1.7 by adding the following phrase immediately following the reference to “$10,000,000” in
clause (i) of the second sentence of the definition of “Permitted Acquisition”:




“either in cash on the Company’s balance sheet or”



2.1.8 by (i) deleting the reference to “$10,000,000 in any twelve month period” in clause
(ii)(A) of the second sentence of the definition of “Permitted Acquisition”, and (ii) replacing it
with the following:



“$20,000,000 in any single transaction”



2.1.9 by (i) deleting the reference to “$25,000,000” in clause (ii)(B) of the second sentence
of the definition of “Permitted Acquisition”, and (ii) replacing it with “$30,000,000”.



2.1.10 by (i) deleting the reference to “3.0:1.0” in clause (iii) of the second sentence of
the definition of “Permitted Acquisition”, and (ii) replacing it with the following: “2.5:1.0”.



2.1.11 by replacing existing Schedule 1.1-2 in the definition of “Permitted Liens”
with new Schedule 1.1-2 attached hereto as Exhibit I and deeming the Liens listed
thereon as existing as of the Closing Date, solely for the purposes of clause (i) of the definition
of “Permitted Liens”.



2.1.12 by (i) deleting the reference to “December 21, 2011” in the definition of “Revolving
Commitment Termination Date”, and (ii) replacing it with the following: “September 30, 2014”.



2.2 Section 1.3 of the Credit Agreement is hereby amended by inserting the following
immediately prior to the “.” at the end of the first paragraph thereof:




“and, provided further that (and notwithstanding anything to the contrary contained
herein), unless the Company gives notice to the Administrative Agent that the
Company has elected to proceed  in accordance with the immediately prior proviso,
the definitions of Consolidated EBITDA, Consolidated Interest Expense and
Indebtedness and all provisions of Section 5.9,  to the extent in each case that
they relate to the accounting for leases, shall be calculated and the Company’s
compliance with such provisions shall be determined on the basis of GAAP in effect
as of the date of this Credit Agreement, without giving effect to any subsequent
change”



3. Amendments to Section 2 of the Credit Agreement. Section 2 of the Credit Agreement
is amended as follows:



3.1 Section 2.4 of the Credit Agreement is amended by deleting it in its entirety, and
(ii) replacing it with the following:




“Section 2.4 Reserved”



3.2 Section 2.5(d) of the Credit Agreement is amended by deleting it in its entirety,
and (ii) replacing it with the following:




“(d) Reserved.”



4. Amendments to Section 3 of the Credit Agreement and Section 4 of the Security Agreement.



4.1 Section 3 of the Credit Agreement is hereby amended by replacing (i) existing
Schedule 3.3 with new Schedule 3.3 attached hereto as Exhibit B; (ii)
existing Schedule 3.12 with new Schedule 3.12 attached hereto as Exhibit C;
(iii) existing Schedule 3.16 with new Schedule 3.16 attached hereto as Exhibit
D; (iv) existing Schedules 3.19(a), 3.19(b) and 3.19(c) with new
Schedules 3.19(a), 3.19(b) and 3.19(c), respectively, attached hereto as
Exhibit E; (v) existing Schedule 3.26 with new Schedule 3.26 attached
hereto as Exhibit F; and (vi) existing Schedule 3.29 with new Schedule 3.29
attached hereto as Exhibit G.



4.2 Section 4 of the Security Agreement is hereby amended by replacing existing
Schedule 4(l) with new Schedule 4(l) attached hereto as Exhibit J.



5. Amendments to Section 5 of the Credit Agreement. Section 5 of the Credit
Agreement is hereby amended as follows:



5.1 Section 5.9(a) of the Credit Agreement is amended by (i) deleting the reference to
“3.25 to 1.0”, and (ii) replacing it with the following:




“2.75 to 1.0; provided that, as of the fiscal quarter ending June 30, 2011, the
Leverage Ratio shall be less than or equal to 2.50 to 1.0.”



5.2 Section 5.9(b) of the Credit Agreement is amended by adding the following clause
immediately prior to the “.” at the end thereof:




“; provided that the Project Blue Basket (as defined in clause (c) below) shall be
excluded from Consolidated Capital Expenditures for purposes of calculating such
Fixed Charge Coverage Ratio hereunder”



5.3 Section 5.9(c) of the Credit Agreement is amended by deleting it in its entirety,
and (ii) replacing it with the following:




“(c) Consolidated Capital Expenditures. Consolidated Capital Expenditures
as of the end of each fiscal year of the Company shall be less than or equal to
$15,000,000 per fiscal year plus the unused amount of Consolidated Capital
Expenditures under this Section 5.9(c) for the immediately preceding fiscal year
(excluding any carry forward from any prior fiscal year), provided that the
aggregate amount of Consolidated Capital Expenditures shall not exceed $20,000,000
in any fiscal year. An additional amount of up to $5,000,000 in the aggregate is
permitted for use solely in connection with the Company’s current venture with IBM
pursuant to which such parties are developing a new product (the “Project Blue
Basket”). For clarity, the Project Blue Basket shall not be included in the
calculation of aggregate Consolidated Capital Expenditures.”



5.4 Section 5.14 of the Credit Agreement is amended by adding the following sentence
immediately prior to the first sentence of such section:




“The US Credit Parties’ main operating cash accounts shall be maintained at HSBC or
as otherwise designated by HSBC, provided that, in each case, HSBC offers pricing,
operational capabilities and other terms competitive with other potential
providers.”



6. Amendments to Section 6 of the Credit Agreement. Section 6 of the Credit
Agreement is hereby amended as follows:



6.1 by replacing existing Schedule 6.1(b) with new Schedule 6.1(b) attached
hereto as Exhibit H and deeming the Indebtedness listed thereon as existing as of the
Closing Date, solely for the purpose of Section 6.1(b).



7. Fees. The Company shall pay to Lender fees as follows: (i) an amount equal to 0.50% of the
Revolving Commitment Amount (the “Upfront Fee”), and (ii) $15,000 as an amendment fee in
consideration for Lender’s consent to this Amendment (the “Amendment Fee”).



8. Representations and Warranties. The Credit Parties hereby represent and warrant to the
Agent and Lender as follows:



8.1 Corporate Existence; Compliance with Law. Each of the Credit Parties (a) is duly
organized, validly existing and in good standing under the laws of the jurisdiction of its
organization (to the extent applicable under such laws), (b) has the requisite power and authority
and the legal right to own and operate all its property, to lease the property it operates as
lessee and to conduct the business in which it is currently engaged, (c) is duly qualified to
conduct business and in good standing (to the extent applicable) under the laws of (i) the
jurisdiction of its organization, (ii) the jurisdiction where its chief executive office is located
and (iii) each other jurisdiction where its ownership, lease or operation of property or the
conduct of its business requires such qualification except to the extent that the failure to so
qualify or be in good standing could not, individually or in the aggregate, reasonably be expected
to have a Material Adverse Effect on the business or operations of the Credit Parties and their
Subsidiaries in such jurisdiction and (d) is in compliance with all Requirements of Law, government
permits and government licenses except to the extent that the failure to comply therewith could
not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.



8.2 No Change. Since June 30, 2010, there has been no development or event which,
individually or in the aggregate, has had or could reasonably be expected to have a Material
Adverse Effect.



8.3 Corporate Power; Authorization; Enforceable Obligations. Each of the Credit
Parties has full power and authority and the legal right to make, deliver and perform this
Amendment and the other Credit Documents to which it is party and has taken all necessary limited
liability company or corporate action to authorize the execution, delivery and performance by it of
this Amendment and the other Credit Documents to which it is party. No consent or authorization
of, filing with, notice to or other act by or in respect of, any Governmental Authority or any
other Person is required in connection with the borrowings hereunder or with the execution,
delivery or performance of this Amendment or any other Credit Document by the Credit Parties (other
than those that have been obtained) or with the validity or enforceability of this Amendment or any
other Credit Document against the Credit Parties (except such filings as are necessary in
connection with the perfection of the Liens created by this Amendment or such other Credit
Documents). This Amendment and each other Credit Document to which it is a party has been duly
executed and delivered on behalf of each Credit Party. This Amendment and each other Credit
Document to which it is a party constitutes a legal, valid and binding obligation of each Credit
Party, enforceable against such Credit Party in accordance with its terms, except as enforceability
may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws
affecting the enforcement of creditors’ rights generally and by general equitable principles
(whether enforcement is sought by proceedings in equity or at law).



8.4 No Legal Bar; No Default. The execution, delivery and performance of this
Amendment and the other Credit Documents, the borrowings hereunder and thereunder and the use of
the proceeds of the Loans will not violate any material Requirement of Law or any material
Contractual Obligation of any Credit Party (except those as to which waivers or consents have been
obtained), and will not result in, or require, the creation or imposition of any Lien on any Credit
Party’s properties or revenues pursuant to any Requirement of Law or Contractual Obligation other
than the Liens arising under or contemplated in connection with this Amendment and the other Credit
Documents. No Credit Party is in default under or with respect to any of its Contractual
Obligations to the extent such default could reasonably be expected to have a Material Adverse
Effect. No Default or Event of Default has occurred and is continuing.



8.5 Credit Agreement. Before and after giving effect to this Amendment, the
representations and warranties of the Credit Parties contained in the Credit Agreement (as modified
by Section 4 hereof) and other Credit Documents are true and correct in all material respects (if
not qualified as to materiality or Material Adverse Effect) or in any respect (if so qualified) on
and as of the date of this Amendment as though made at and as of such date, except to the extent
that such representations and warranties specifically refer to an earlier date, in which case they
are true and correct in all material respects (if not qualified as to materiality or Material
Adverse Effect) or in any respect (if so qualified) as of such earlier date.



9. Conditions Precedent to the effectiveness of this Amendment. The effectiveness of this
Amendment is subject to Agent’s receipt of the items set forth on the checklist attached hereto as
Exhibit A.



10. Ratification. Except as otherwise expressly provided hereunder, the Credit Agreement, the
other Credit Documents and all documents, instruments and agreements related thereto as hereby
ratified and confirmed in all respects and shall continue in full force and effect. The Credit
Parties hereby confirm and ratify that all security interests granted to Agent pursuant to the
Security Documents to secure, inter alia, the Credit Party Obligations, remain binding and in full
force and effect before and after giving effect to this Amendment. This Amendment and the Credit
Agreement as previously amended shall hereafter be ready and construed as a single document.



11. Miscellaneous.



11.1 Counterparts. This Amendment may be executed by the parties hereto in several
counterparts hereof and by the different parties hereto on separate counterparts hereof, all of
which counterparts shall together constitute one and the same agreement. Delivery of an executed
signature page of this Amendment by telecopy or PDF shall be effective as an in-hand delivery of an
original executed counterpart hereof.



11.2 Severability. If any provision of this Amendment or any other Credit Document is
held to be illegal, invalid or unenforceable, (a) the legality, validity and enforceability of the
remaining provisions of this Amendment and the other Credit Documents shall not be affected or
impaired thereby and (b) the parties shall endeavor in good faith negotiations to replace the
illegal, invalid or unenforceable provisions with valid provisions the economic effect of which
comes as close as possible to that of the illegal, invalid or unenforceable provisions. The
invalidity of a provision in a particular jurisdiction shall not invalidate or render unenforceable
such provision in any other jurisdiction.



11.3 GOVERNING LAW. THIS AMENDMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE
WITH, THE LAWS OF THE STATE OF NEW YORK WITHOUT REGARD TO CONFLICT OF LAW PRINCIPLES THEREOF.



IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly executed
as a sealed instrument by their duly authorized representatives, all as of the day and year first
above written.



BORROWERS:



LIONBRIDGE TECHNOLOGIES, INC.,



a Delaware corporation



	 	 	 	 	 
	By:	 	/s/ Donald Muir

	 	 	 

	 	 	Name:

Title:

	 	Donald Muir

Chief Financial Officer







	 	 	LIONBRIDGE INTERNATIONAL FINANCE LIMITED,





a Company formed under the laws of Ireland



	 	 	 	 	 
	By:	 	/s/ Tina Wang

	 	 	 

	 	 	Name:

Title:

	 	Tina Wang

Director






With respect to the foregoing Amendment, each of the US Guarantors acknowledges, accepts and
agrees that the provisions of Article X of the Credit Agreement remain binding and in full force
and effect with respect to the Credit Agreement as amended hereby. Nothing contained in this
Amendment shall affect or alter the US Guaranty (as defined in the Credit Agreement) of the US
Guarantors. In addition, each US Guarantor confirms that its guaranty of the Credit Party
Obligations pursuant to the Credit Documents remains binding in full force and effect before and
after giving effect to this Amendment, and further confirms and ratifies that all security
interests granted to Agent pursuant to the Security Documents to secure, inter alia, the Credit
Party Obligations, remain binding and in full force and effect before and after giving effect to
this Amendment.



	 	 	 	 	 
	US GUARANTORS:
	 	 	 	VERITEST, INC.,

	 
	 	

	 	


	 	 	a Delaware corporation
	 	 	By:      /s/ Donald Muir
	 	 	 
	 	 	Name:

Title:
	 	Donald Muir

Chief Financial Officer








	 	 	LIONBRIDGE US, INC.,






a Delaware corporation



	 	 	 
	By:      /s/ Donald Muir

	 

	Name:

Title:

	 	Donald Muir

Chief Financial Officer







	 	 	LIONBRIDGE GLOBAL SOLUTIONS II, INC.,






a New York corporation



	 	 	 
	By:      /s/ Donald Muir

	 

	Name:

Title:

	 	Donald Muir

Chief Financial Officer







	 	 	LIONBRIDGE GLOBAL SOLUTIONS FEDERAL, INC.,






a Delaware corporation



	 	 	 
	By:      /s/Margaret A. Shukur

	 

	Name:

Title:

	 	Margaret A. Shukur

Secretary






1





	 	 	LIONBRIDGE GLOBAL SOURCING SOLUTIONS, INC.





	 	 	 	 	 
	By:	 	/s/ Rory J. Cowan

	 	 	 

	 	 	Name:

Title:

	 	Rory J. Cowan

President












With respect to the foregoing Amendment, each of the Foreign Guarantors acknowledges, accepts and
agrees that the provisions of Article XI of the Credit Agreement remain binding and in full force
and effect with respect to the Credit Agreement as amended hereby. Nothing contained in this
Amendment shall affect or alter the Foreign Guaranty (as defined in the Credit Agreement) of the
Foreign Guarantors. In addition, each Foreign Guarantor confirms that its guaranty of the Credit
Party Obligations pursuant to the Credit Documents remains binding in full force and effect before
and after giving effect to this Amendment, and further confirms and ratifies that all security
interests granted to Agent pursuant to the Security Documents to secure, inter alia, the Credit
Party Obligations, remain binding and in full force and effect before and after giving effect to
this Amendment.




	 	 	FOREIGN GUARANTORS:






LIONBRIDGE INTERNATIONAL,


a company formed under the laws of Ireland



	 	 	 
	By:

	 	/s/ Rory J. Cowan
	
 
	 	 
	Name:

Title:

	 	Rory J. Cowan

Director







	 	 	LIONBRIDGE LUXEMBOURG S.a.r.l.,






a company formed under the laws of Luxembourg



	 	 	 
	By: /s/ Paul Kohout

	 

	Name:

Title:

	 	Paul Kohout

Type A Director







	 	 	Acknowledged, accepted and agreed:





HSBC BANK USA, NATIONAL ASSOCIATION,



as Administrative Agent and as Lender



	 	 	 	 	 
	By:	 	/s/ Manuel Burgueno

	 	 	 

	 	 	Name:

	 	Manuel Burgueno






Title: Vice President





2