EX-10.4






LIONBRIDGE LUXEMBOURG S.à.r.l.




LIONBRIDGE GLOBAL SOLUTIONS COMPANIES, INC.




RORY JOHN COWAN




-and-




WACHOVIA BANK, NATIONAL ASSOCIATION




CHARGE ON SHARES




William Fry

Solicitors

Fitzwilton House

Wilton Place

Dublin 2

www.williamfry.ie




© William Fry 2006




018718.0003.KPR





1






THIS CHARGE ON SHARES is made on 8 August 2006



BETWEEN:




LIONBRIDGE LUXEMBOURG S.à.r.l.,


a company incorporated and existing


under the laws of Luxembourg


having its address at


c/o MAS


1 Rue des Glacis


L-1628


Luxembourg


Grand Duchy of Luxembourg


(hereinafter called the “First Chargor”)




LIONBRIDGE GLOBAL SOLUTIONS


COMPANIES, INC.,


a company incorporated under the


laws of the State of Delaware


United States of America


with registered address at 1050 Winter Street,


Suit 2300, Waltham, Massachusetts,


United States of America


(hereinafter called the “Second Chargor”)




RORY JOHN COWAN



of 281 Fairhaven Hill Road,



Concord,



Massachusettes 01742



United States of America



(hereinafter called the “Third Chargor”)




(together called the “Chargors”)



- and -





WACHOVIA BANK, NATIONAL ASSOCIATION


a national banking association of the USA


(hereinafter called the “Administrative Agent”)


as security agent for the Lenders




	 	 	WHEREAS:






	A.	 	It has been agreed between the Chargors and the Administrative Agent (as security agent for
the Lenders) and it is hereby intended that these presents, inter alia, shall secure all
monies, obligations and liabilities that the Chargors covenant to pay in Clause 2.1 of this
Charge.






	B.	 	The Administrative Agent has agreed to enter into this Charge as security agent for the
Lenders.






	 	 	NOW IT IS HEREBY AGREED as follows:






	1.	 	Interpretation






	1.1	 	In this Charge the following expressions shall, unless the context otherwise requires, have
the following meanings:






“Act”, the Conveyancing and Law of Property Act, 1881, as amended by the Conveyancing Acts
1882 and 1911;




“Charged Property”, the Shares, the proceeds of any sale of any of the Shares and all
stock, share warrants, securities, rights, monies or property (including the dividends,
interest or income thereon or therefrom) accruing or acquired at any time and from time to
time by way of redemption, purchase, bonus, option or otherwise to or in respect of or
derived from all or any of the Shares or any derivatives of them (the “Derivative Rights”)
and the proceeds of any sale of any of the Derivative Rights;




“Company”, Lionbridge International (previously named Lionbridge Technologies Ireland)
having company number 144185 and having its registered office at 3 West Pier Business
Campus, Dun Laoghaire, Co. Dublin




“Credit Agreement”, the credit agreement dated 1 September 2005 (as amended, restated,
supplemented or otherwise modified) by and among Lionbridge Technologies, Inc. (the “US
Borrower”), Lionbridge Technologies Holdings, B.V. and Lionbridge Global Solutions
Holdings (Netherlands) B.V. (the “Dutch Borrowers”) and Lionbridge International
(previously named Lionbridge Technologies Ireland) (the “Irish Borrower”)(collectively
known as the “Borrowers”), the US Guarantors (as therein defined), the Foreign Guarantors
(as therein defined), the Lenders (as therein defined) and Wachovia Bank, National
Association (as Administrative Agent);




“Event of Default”, has the meaning given to that term in the Credit Agreement;




“Receiver”, a receiver and manager or a receiver, in each case, appointed under this
Charge;




“Secured Obligations”, all Foreign Credit Party Obligations of the First Chargor and the
Second Chargor;




“Shares”




	 	(a)	 	the shares in the capital of the Company details of which
are specified in Part A of the First Schedule which are registered in the
name of the First Chargor;






	 	(b)	 	the shares in the capital of the Company details of which
are specified in Part B of the First Schedule which are registered in the
name of the Third Chargor ; and






	 	(c)	 	the shares in the capital of the Company details of which
are specified in Part C of the First Schedule which are registered in the
name of the Second Chargor;






and all and any shares in the share capital of the Company that, after the date
hereof, may become beneficially owned by the Chargors and registered in the name
of the Chargors and/or their respective nominees or trustees; and




“this Charge”, this charge over shares.




	1.2	 	Words and expressions defined in the Credit Agreement shall, unless the context otherwise
requires, have the same meanings when used in this Charge.






	1.3	 	Except to the extent that the context requires otherwise any reference in this Charge to:






	 	1.3.1	 	this Charge or any other agreement or document shall be construed as a
reference to this Charge or, as the case may be, such other agreement or document as
the same may have been, or may from time to time be, amended, varied, novated or
supplemented;






	 	1.3.2	 	any statutes shall include any order made or regulation issued thereunder,
any statutory modification or re-enactment thereof from time to time in force, and
unless otherwise stated any reference to a statute shall be a reference to a statute
of Ireland;





	 	 	 
	1.3.3

1.3.4

1.3.5

	 	a time of day shall be construed as a reference to Dublin time.

the parties intend that this document shall take effect as a Deed; and

words importing the plural shall include the singular and vice versa.







	 	1.3.6	 	a reference to “it” or “its” shall be construed as include a reference to
“he” or “his” as appropriate.






	1.4	 	Clause, Part and Schedule headings are for ease of reference only.






	2.	 	The Secured Obligations






	2.1	 	For good and valuable consideration (receipt of which is hereby acknowledged) each Chargor
hereby unconditionally covenants to pay or discharge all of the Secured Obligations forthwith
on demand being made on it by the Administrative Agent when the Secured Obligations are due
for payment or discharge in accordance with the Credit Agreement.






	2.2	 	A certificate signed by a duly authorised officer of the Administrative Agent setting forth
the amount of any sum due hereunder shall, in the absence of manifest error, be prima facie
evidence against each Chargor of the amount due.






	3.	 	Charge






	3.1	 	The First Chargor and the Second Chargor as beneficial owners and the Third Chargor as legal
owner as continuing security for the payment and discharge of the Secured Obligations and
subject to the proviso for redemption contained in Clause 21 hereby charge in favour of the
Administrative Agent, all of the Charged Property.






	3.2	 	As continuing security for the due payment and discharge of the Secured Obligations, the
Administrative Agent shall have a lien on the certificates relating to the Shares together
with such further certificates which may from time to time be issued to the relevant Chargor
in respect of any conversion, bonus, redemption, option or otherwise relating to the Shares.






	4.	 	Dividends and Interest






All dividends, interest and other monies paid in respect of or forming part of the Charged
Property (whether of the nature of capital or income) shall be paid to the Chargors unless
and until there is an Event of Default that is continuing, when the Administrative Agent
may direct the Chargors to procure that such amounts are paid to the Administrative Agent
for application in or towards the reduction or discharge of the Secured Obligations or any
of them.




	5.	 	Further Assurance






Each Chargor undertakes forthwith upon notice to that effect by the Administrative Agent,
at any time when there is an Event of Default that is continuing, to execute and sign in
favour of the Administrative Agent or its nominees and to deliver to the Administrative
Agent all such transfers (or, if the Administrative Agent shall so require, partially
completed instruments of transfer with the name of the transferee, date and consideration
left blank) and assignments in respect of the Charged Property, and make all such
payments, as the Administrative Agent may specify in such notice for the sole purpose of
vesting the same in the Administrative Agent or its nominees or any purchaser absolutely.




	6.	 	Covenants






	6.1	 	Each Chargor hereby covenants with the Administrative Agent that during the continuance of
this security it will at all times deposit with the Administrative Agent and permit the
Administrative Agent during the continuance of this security to hold and retain on its behalf:






	 	6.1.1	 	all stock and share certificates and documents of title relating to the
Shares; and






	 	6.1.2	 	stock transfer forms in respect of the Shares duly executed in the manner
required by the Administrative Agent together with letters of authority in respect of
such stock transfer forms in the form set out in the Second Schedule.






	6.2	 	Each Chargor hereby further covenants with the Administrative Agent that during the
continuance of this security:






	 	6.2.1	 	it will duly and promptly pay all calls, instalments or other payments
which from time to time become due in respect of any part of the Charged Property
and, if it defaults in doing so, the Administrative Agent may, if it thinks fit, make
any such payments on its behalf in which event any sums so paid shall be reimbursed
on demand by it to the Administrative Agent; and






	 	6.2.2	 	in so far as it is within its power to procure, it will duly register or
procure that the directors of the Company duly register all transfers of the Shares
from time to time lodged with them by or on behalf of the Administrative Agent and
issue, and deliver to the Administrative Agent, a new certificate or certificates for
the Shares in the name of the Administrative Agent or its nominee as soon as possible
following receipt of such transfers.






	6.3	 	Each Chargor hereby further covenants and agrees with the Administrative Agent that:






	 	6.3.1	 	The First Chargor and the Second Chargor shall at all times remain the
beneficial owners of the Charged Property free from Liens other than Permitted Liens;






	 	6.3.2	 	it shall ensure that all of the Charged Property is and at all times
remains free from any restriction which is likely to affect the exercise by the
Administrative Agent of its rights and entitlements hereunder;






	 	6.3.3	 	it shall notify the Administrative Agent of the occurrence of any event
which may result in the redemption of all or any of the Shares or of any date on
which redemption of all or any of the Shares is scheduled to occur; and






	 	6.3.4	 	it shall ensure that the Shares mentioned in Part B of the First Schedule
and other Shares which are not registered in the name of the First Chargor or the
Administrative Agent (or its nominee) are at all times registered in the names of
persons who have executed declarations of trust in favour of the First Chargor and
the Administrative Agent.






	7.	 	Negative Pledge






Each Chargor hereby covenants that it will not, without the prior written consent of the
Administrative Agent or except as expressly permitted under the Credit Agreement:




	7.1	 	create or permit to subsist any Lien on or over the Charged Property or any part thereof or
any interest therein except for Permitted Liens;






	7.2	 	sell, transfer or otherwise dispose of the Charged Property or any part thereof or interest
therein or attempt or agree so to do;






	7.3	 	suffer or permit the Company to cancel, increase, create or issue or agree to issue or put
under option or agree to put under option any share capital or obligation now or hereafter
convertible into shares of or in the Company of any class to the extent that doing so results
in a reduction of the percentage issued and outstanding share capital of the Company over
which the Administrative Agent has security;






	7.4	 	suffer or permit the Company to make any alteration to, grant any rights in relation to or
otherwise re-organise or purchase or reduce the share capital of the Company in any way if
that affects adversely the Charged Property provided that this Subclause 7.4 shall not
restrict the declaration or payment of dividends by the Company;






	7.5	 	convene any meeting with a view to, or pass or suffer or permit the board of directors of the
Company or the members of the Company to pass any resolution whether at an annual general
meeting or an extraordinary general meeting or in writing effecting any alteration of any of
the provisions of the Memorandum or Articles of Association of the Company in a manner
prejudicial to the interests of the Administrative Agent or the Lenders;






	7.6	 	suffer or permit the Company to permit any person other than the Chargors to be registered as
holders of the property or any part thereof;






	7.7	 	redeem the Shares or apply for redemption of the Shares;






	7.8	 	suffer or permit or consent to any alteration to the terms upon which the Shares are held;






	7.9	 	do, or cause or permit to be done, anything which may in any way jeopardise the security
hereby created.






	8.	 	When Security becomes Enforceable






	8.1	 	This Charge shall become immediately enforceable and the power of sale and the other powers
conferred by the Conveyancing Acts 1881 to 1911, as varied or amended by this Charge, shall be
exercisable upon and at any time after the occurrence of an Event of Default but only for so
long as the Event of Default is continuing.






	8.2	 	At a time when an Event of Default has occurred that is continuing, the Administrative Agent
may in its absolute discretion enforce all or any part of this Charge in any reasonable manner
including:






	 	8.2.1	 	exercising all voting and/or consensual powers pertaining to the Charged
Property or any part thereof;






	 	8.2.2	 	registering the Charged Property in the name of the Administrative Agent
or the name of its nominee or selling the Charged Property or any part thereof at
such place, in such manner and at such price or prices as may reasonably be expected
to realise the market value of the Charged Property and upon any such sale the
Administrative Agent shall have the right to deliver, assign and transfer to each
purchaser thereof the Charged Property so sold. The power to sell or dispose of the
Charged Property under this Charge shall operate as a variation and extension of the
statutory power of sale under Section 19 of the Act.






	8.3	 	Section 20 of the Act (regulation of the power of sale) shall not apply in relation to the
security created by this Charge and the statutory power of sale contained in the Act (as
extended by this Charge) and any other power whether implied by statute or otherwise shall be
exercisable immediately upon the security hereby created becoming enforceable by the
Administrative Agent. Section 17 of the Act (restriction on consolidation of mortgages) shall
not apply to the Charged Property or to any security given to the Administrative Agent
pursuant to this Charge.






	8.4	 	The Administrative Agent shall apply the proceeds of such sale or other disposal in paying
the costs of such sale or other disposal and (subject to the rights or claims of any person
entitled in priority to the Administrative Agent) in or towards the discharge of the Secured
Obligations, the balance (if any) to be paid to the Chargors or other persons entitled to that
balance.






	8.5	 	The Administrative Agent shall not, in any circumstances, be liable to any of the Chargors
for any loss or damage arising from any realisation by the Administrative Agent of the Charged
Property or for any loss or damage otherwise arising unless such loss or damage shall be
caused by the Administrative Agent’s fraud, gross negligence or wilful default.






	9.	 	Receiver






	9.1	 	The Administrative Agent may, at any time when this Charge is enforceable (whether or not the
Administrative Agent has entered into or taken possession of the Charged Property) or if the
Administrative Agent is requested by a resolution of the board of directors of either of the
First Chargor or of the Second Chargor appoint, by writing under the hand of any manager of
the Administrative Agent, any person or persons (including an official of the Administrative
Agent) to be a Receiver of the Charged Property or any part or parts thereof (and, in the case
of the latter, the powers herein conferred on a Receiver shall have the effect as though every
reference to the Charged Property were a reference to the relevant part or parts of such
assets) upon such terms as to remuneration and otherwise as the Administrative Agent may, from
time to time, reasonably think fit (and the restrictions in section 24(6) of the Act shall not
apply) and the Administrative Agent may similarly remove any Receiver and appoint another in
his stead, and any Receiver so appointed shall be the agent of each of the Chargors for all
purposes and any such Receiver shall have the power, either in his own name or in the name of
a Chargor (in the case of joint Receivers such powers being exercised jointly or severally):






	 	9.1.1	 	to collect and get in the Charged Property or any part thereof;






	 	9.1.2	 	for the purpose of exercising any of the powers, authorities and
discretions conferred on him by or pursuant to this Charge and/or defraying any
costs, charges, losses or expenses (including his remuneration) which shall be
incurred by him in the exercise thereof or for any other purpose, to make advances or
to raise or borrow money either unsecured or secured on the Charged Property or any
part thereof in priority to, pari passu with, or subsequent to, the security hereby
constituted or otherwise and at such rate or rates of interest and generally on such
terms and conditions as the Receiver may think fit;






	 	9.1.3	 	to sell or exchange, or concur in selling, or exchanging, the Charged
Property or any part thereof and to grant, or concur in granting or enter into
options and rights of user for any term and, without limitation, he may do any of the
aforementioned things for a consideration consisting of cash, debentures or other
obligations, shares, stock or other valuable consideration, and any such
consideration may be payable in a lump sum or by instalments spread over such period
as he may think fit, and to carry into effect and complete any such transaction by
executing any deeds or documents as may be necessary or appropriate in the name of,
or on behalf of a Chargor;






	 	9.1.4	 	to sell, exchange, convert into money and realise any Charged Property by
public auction or private contract and generally in any manner and on any terms which
he thinks fit. The consideration for any such transaction may consist of cash,
debentures or other obligations, shares, stock or other valuable consideration and
any such consideration may be payable in a lump sum or by instalments spread over any
period which he thinks fit;






	 	9.1.5	 	to redeem any prior encumbrance on the Charged Property and to settle and
prove the accounts of the encumbrancer, and accounts so settled and proved shall be
conclusive and binding on each of the Chargors and the money so paid shall be a
receivership expense;






	 	9.1.6	 	to exercise, or permit each of the Chargors or any nominees of each of the
Chargors to exercise, any powers or rights incidental to the ownership of the Charged
Property or any part thereof in such manner as he may think fit and in particular any
voting rights conferred by the same and any rights of enforcing the same by
foreclosure, sale or otherwise;






	 	9.1.7	 	to settle, adjust, refer to arbitration, compromise and arrange any
claims, accounts, disputes, questions and demands which relate in any way to the
Charged Property or any part thereof;






	 	9.1.8	 	to bring, prosecute, enforce, defend and abandon all such actions, suits
and proceedings in relation to the Charged Property or any part thereof as may seem
to him to be expedient;






	 	9.1.9	 	to give a valid receipt for any moneys and execute any assurance or thing
which may be proper or desirable for realising any Charged Property; and






	 	9.1.10	 	to do all such other acts and things as he may consider necessary or desirable for
the realisation of the Charged Property or any part thereof or incidental or
conducive to any of the matters, powers or authorities conferred on a Receiver under
or by virtue of these presents, and to exercise and do, in relation to the Charged
Property or any part thereof, all such powers, authorities and things as he would be
capable of exercising if he were the absolute beneficial owner of the same.






	9.2	 	The Administrative Agent shall not incur any liability in respect of any contracts,
engagements, acts, omissions, defaults or losses of the Receiver or for liabilities incurred
by him or for any misconduct by him or for his remuneration (either to a Chargor or to any
other person whatsoever) by reason of its making his appointment as such Receiver or of its
having made or given any regulation or direction to such Receiver or for any other reason
whatsoever except in the case of fraud, gross negligence or wilful misconduct.






	9.3	 	The Administrative Agent may, from time to time, fix the remuneration of any Receiver and
direct payment of such remuneration out of monies accruing to him in the exercise of his
powers as such Receiver but the Chargors alone shall be liable for the payment of such
remuneration.






	9.4	 	No person (including a purchaser) dealing with the Administrative Agent or a Receiver or its
or his agents will be concerned to enquire:






	 	9.4.1	 	whether the Secured Obligations have become payable;






	 	9.4.2	 	whether any power which the Administrative Agent or a Receiver is
purporting to exercise has become exercisable or is being properly exercised;






	 	9.4.3	 	whether any money remains due under the Credit Agreement; or






	 	9.4.4	 	how any money paid to the Administrative Agent or to that Receiver is to
be applied.






	10.	 	Rights Attaching to the Charged Property






	10.1	 	Unless an Event of Default has occurred that is continuing, each of the Chargors shall be
entitled to exercise all voting and other rights and powers attaching to the shares charged by
it under this Charge provided that it will not exercise any such voting rights or powers, in a
manner which would or might materially prejudice the security created by this Charge.






	10.2	 	Upon the occurrence of an Event of Default and for so long as it is continuing, the
Administrative Agent and its nominees may at their discretion exercise all voting rights
attached to any stocks, shares or other securities which form part of the Charged Property
registered in the name of the Administrative Agent or any nominee for the Administrative Agent
as if it was the sole legal and beneficial owner and, in the case of any Charged Property
registered in the name of a Chargor or any nominee for any of the Chargors, each Chargor will
exercise any such voting rights as directed by the Administrative Agent.






	11.	 	Power of Attorney






Each Chargor hereby irrevocably appoints, by way of security, the Administrative Agent and
every Receiver of the Charged Property to be its attorney and in its name and on its
behalf and as its act and deed to sign, seal, execute, deliver, perfect and do all deeds,
instruments, mortgages and things as may be, or as the Administrative Agent or such
Receiver may consider to be, requisite for carrying out any obligation imposed on it under
Clause 6 above, or for enabling the Administrative Agent or such Receiver to exercise its
power of sale or other disposal referred to in Clause 10 above or for carrying any such
sale or other disposal made under such power into effect by executing instruments of
transfer (or completing partially-completed instruments of transfer executed by it) and
submitting all or any of the transfers together with any stock or share certificates in
respect thereof in the name of the Administrative Agent or any of its nominees, or
exercising (but subject as therein provided with respect to voting) any of the rights and
powers referred to in Clause 10.2 above, including without limitation the appointment of
any person as its proxy on the basis that any attorney so appointed shall only exercise
the powers conferred by this Clause when an Event of Default has occurred that is
continuing. Each Chargor hereby undertakes to ratify and confirm all things done and
documents executed by the Administrative Agent or such Receiver in the exercise of the
power of attorney conferred by this Clause.




	12.	 	Continuing Security






It is agreed that the security created by this Charge and the obligations and liabilities
of each of the Chargors and rights, remedies and powers of the Administrative Agent
hereunder:




	12.1	 	shall be held by the Administrative Agent as a continuing security for the payment and
discharge of the Secured Obligations and all monies and obligations covenanted to be paid or
performed pursuant to this Charge or otherwise secured by this Charge and the performance and
observance of and compliance with all of the covenants, terms and conditions (express or
implied) contained in this Charge and shall remain in full force and effect until the Secured
Obligations and all monies and obligations covenanted to be paid or performed in this Charge
or otherwise secured by this Charge have been paid, discharged and satisfied in full and all
Commitments have been terminated;






	12.2	 	shall be in addition to and not in substitution for or limitation of and shall neither be
prejudiced nor affected by, nor shall it prejudice or affect, any other security held by the
Administrative Agent or by any deposit of documents, guarantee, lien, bill, note, mortgage or
other security now or hereafter held by the Administrative Agent or any right, remedy or power
of the Administrative Agent hereunder and so that all rights, remedies and powers of the
Administrative Agent hereunder and thereunder may be exercised from time to time and as often
as the Administrative Agent may deem expedient;






	12.3	 	may be enforced by the Administrative Agent without prior recourse to any such security or
guarantee held by it and each of the Chargors waives all rights it may have of first requiring
the Administrative Agent to enforce any such security or guarantee or to proceed against or
claim payment from any other person;






	12.4	 	shall not be satisfied by any intermediate payment or satisfaction of any part of the Secured
Obligations or the monies and obligations covenanted to be paid or performed in this Charge or
otherwise secured by this Charge or by any settlement of accounts between any other person who
may be liable to the Administrative Agent in respect of the Secured Obligations or the monies
and obligations covenanted to be paid or performed in this Charge or otherwise secured by this
Charge or any part thereof;






	12.5	 	shall not in any way be prejudiced or affected by any time, indulgence or relief being given
by the Administrative Agent to any other person, by any amendment or supplement to any
document, by the taking, variation, compromise, renewal or release of or refusal or neglect to
perfect or enforce any right, remedy or security against any other person or by anything done
or omitted which but for this provision might operate to exonerate any of the Chargors; and






	12.6	 	shall not in any way be prejudiced or affected by any change in the constitution of, or any
amalgamation or reconstruction of, any of the Company, each of the Chargors, the
Administrative Agent or any other person or by any legal limitation, disability, incapacity or
other circumstances relating to the Company or any other person, whether or not known to the
Administrative Agent.






	13.	 	Remedies, Time or Indulgence






	13.1	 	The rights, powers and remedies provided by this Charge are cumulative and are not, nor are
they to be construed as, exclusive of any right of set-off or other rights, powers and
remedies provided by law.






	13.2	 	No failure on the part of the Administrative Agent to exercise, or delay on its part in
exercising, any of the rights, powers and remedies provided by this Charge or by law
(collectively “the Administrative Agent’s Rights”) shall operate as a waiver thereof, nor
shall any single or partial waiver of any of the Administrative Agent’s Rights preclude any
further or other exercise of that one of the Administrative Agent’s Rights concerned or the
exercise of any other of the Administrative Agent’s Rights.






	13.3	 	The Administrative Agent may in its discretion grant time or other indulgence or make any
other arrangement, variation or release with any person(s) not party/ies hereto (irrespective
of whether such person(s) is/are jointly liable with each of the Chargors) in respect of the
Secured Obligations or in any way affecting or concerning them or any of them or in respect of
any security for the Secured Obligations or any of them, without in any such case prejudicing,
affecting or impairing the security hereby constituted, or any of the Administrative Agent’s
Rights or the exercise of me same, or any indebtedness or other liability of each of the
Chargors to the Administrative Agent.






	14.	 	Accounts






	14.1	 	If the Administrative Agent shall at any time receive notice of any subsequent mortgage,
assignment, charge or other interest (in the nature of a charge) affecting the whole or any
part of the Charged Property, the Administrative Agent may open a new account or accounts for
each Chargor in its books. If the Administrative Agent does not do so, then (unless the
Administrative Agent gives express written notice to the contrary to each Chargor) as from the
time of receipt of such notice by the Administrative Agent, all payments made by each of the
Chargors to the Administrative Agent shall in the absence of any express appropriation by the
Administrative Agent to the contrary be treated as having been credited to a new account of
each Chargor and not as having been applied in reduction of the Secured Obligations at the
time when the Administrative Agent received the notice.






	14.2	 	All monies received, recovered or realised by the Administrative Agent under this Charge
following the occurrence of an Event of Default that is continuing (including the proceeds of
any conversion of currency) may in the discretion of the Administrative Agent be credited to
any suspense or impersonal account and may be held in such account for so long as the
Administrative Agent shall think fit with interest accruing thereon at such rate as is made
available by the Administrative Agent generally to customers placing deposits with it) pending
its application from time to time (as the Administrative Agent shall be entitled to do in its
discretion) in or towards the discharge of any of the Secured Obligations.






	14.3	 	In case the Administrative Agent shall have more than one account for each Chargor in its
books the Administrative Agent may at any time when an Event of Default has occurred that is
continuing or after the Administrative Agent shall have received notice of any subsequent
charge or other interest affecting all or any part of the Charged Property, and without prior
notice in that behalf, forthwith transfer all or any part of any balance standing to the
credit of any such account to any other such account which may be in debit.






	15.	 	Currency






	15.1	 	For the purpose of or pending the discharge of any of the Secured Obligations the
Administrative Agent may convert any monies received, recovered or realised or subject to
application by the Administrative Agent under this Charge (including the proceeds of any
previous conversion under this Clause) from its existing currency or denomination into such
other currency of denomination as the Administrative Agent may think fit, and any such
conversion shall be effected at the Administrative Agent’s then prevailing spot selling rate
of exchange for such other currency against the existing currency.






	15.2	 	Reference herein to any currency extends to any funds of that currency and for the avoidance
of doubt funds of one currency may be converted into different funds of the same currency.






	15.3	 	If any sum due from each of the Chargors under this Charge or any order or judgement given or
made in relation hereto has to be converted from the currency (the “first currency”) in which
the same is payable hereunder or under such order or judgement into another currency (the
“second currency”) for the purpose of:





	 	 	 
	15.3.1

15.3.2

15.3.3

15.3.4

	 	making or filing a claim or proof against each of the Chargors; or

obtaining an order or judgement in any court or other tribunal; or

enforcing any such order or judgement; or

applying the same in satisfaction of any of the Secured Obligations,







each Chargor agrees to indemnify and hold harmless the Administrative Agent from and
against any loss suffered as a result of any discrepancy between:




	 	(a)	 	the rate of exchange used for such purpose to convert the
sum in question from the first currency into the second currency; and






	 	(b)	 	the rate or rates of exchange at which the Administrative
Agent is able to purchase the first currency with the second currency upon
receipt of a sum paid to it in satisfaction, in whole or in part, of any
such order, judgement, claim or proof or for application in satisfaction of
the Secured Obligations.






	15.4	 	The rate or rates of exchange referred to in Clause 15.3 shall be determined by the
Administrative Agent in accordance with applicable market practice and the Administrative
Agent’s certificate as to the amount of any such rate shall be conclusive, save in the case of
manifest error.






	16.	 	Costs, Charges and Expenses






	16.1	 	All costs, charges and expenses of the Administrative Agent (including legal fees stamp duty
and other duties and charges) together with VAT of the Administrative Agent reasonably
incurred in the exercise of any of the Administrative Agent’s Rights, or in connection with
the execution of or otherwise in relation to this Charge or in connection with the perfection
or enforcement of the security hereby constituted shall be reimbursed to the Administrative
Agent by each of the Chargors on demand on a full indemnity basis.






	16.2	 	Each Chargor undertakes to indemnify the Administrative Agent against all losses, actions,
claims, expenses (to the extent reasonably incurred), demands, obligations and liabilities
whatsoever and whenever arising which may now or hereafter be incurred by it or by any
manager, agent, officer or employee for whose liability, act or omission it may be answerable,
in respect of, in relation to or in connection with anything done or omitted in the exercise
or purported exercise of the powers contained in this Charge or otherwise in connection
therewith and herewith or with any part of the Charged Property or otherwise howsoever in
relation to, or in connection with, any of the matters dealt with in this Charge except in the
case of fraud, gross negligence or wilful misconduct.






	16.3	 	The Administrative Agent shall not be liable to account as mortgagee in possession in respect
of all or any of the Charged Property nor shall it be liable for any loss upon realisation or
for any neglect or default to present any interest coupon or any bond or stock drawn for
repayment or for any failure to pay any call or instalment or to accept any offer or to notify
each Chargor of any such matter or for any loss of any nature whatsoever in connection with
the Charged Property.






	17.	 	Law and Jurisdiction






	17.1	 	This Charge shall be governed by and construed in accordance with the laws of Ireland.






	17.2	 	Each Chargor irrevocably agrees for the benefit of the Administrative Agent that the courts
of Ireland shall have jurisdiction to hear and determine any suit, action or proceeding, and
to settle any disputes, which may arise out of or in connection with this Charge, and for such
purposes, irrevocably submits to the jurisdiction of such courts.






	18.	 	Provisions Severable






Each of the provisions contained in this Charge shall be severable and distinct from one
another and if at any time any one or more of such provisions is or becomes invalid,
illegal or unenforceable, the validity, the legality and enforceability of each of the
remaining provisions of this Charge shall not in any way be affected, prejudiced or
impaired thereby.




	19.	 	Protection of Purchasers






No purchaser or other person dealing with the Administrative Agent or any Receiver
appointed by the Administrative Agent under its statutory power shall be bound to see or
inquire whether the right of the Administrative Agent or such Receiver to exercise any of
its or his powers has arisen or has become exercisable or be concerned with notice to the
contrary.




	20.	 	Notices






Any notices or demand hereunder shall, without prejudice to any other effective mode of
transmitting the same, be deemed to have been sufficiently given if delivered in
accordance with the terms of Section 9.2 of the Credit Agreement to the address last known
to the Administrative Agent stated hereon.




	21.	 	Redemption of Security






	21.1	 	Subject to each Chargor having no liability (whether actual or contingent) to the
Administrative Agent hereunder and subject to the Administrative Agent not being under any
actual or contingent obligation the observance or performance of which may give rise to a
Secured Obligation, the Administrative Agent shall as soon as reasonably practicable at the
request and cost of each Chargor reassign, release or otherwise discharge the Charged
Property.






	21.2	 	Neither the Administrative Agent nor the Lenders shall be obliged to make any enquiry as to
the nature or sufficiency of any payment received by it under this Charge or to make any claim
or take any action to collect any moneys receivable by it in the exercise of any powers
conferred by this Charge or to enforce any rights or benefits hereby assigned to it or to
which the Administrative Agent may at any time be entitled under this Charge.






	21.3	 	Any release, discharge or settlement between the Chargors and the Administrative Agent shall
be conditional upon no security disposition or payment to the Administrative Agent by any of
the Chargors or any other person being avoided or set aside or ordered to be refunded or
reduced pursuant to any provisions or enactments relating to bankruptcy, liquidation or
insolvency and the Administrative Agent shall be entitled to retain this security for such
period as it shall determine after the payment, discharge or satisfaction of all moneys,
obligations and liabilities hereby secured and subsequently to enforce the security created by
this Charge as if such release, discharge or settlement had not occurred.





IN WITNESS whereof the parties have entered into this Agreement on the date specified above.



2



SCHEDULE 1




The Shares




PART A




	 	 	 	 	 	 	 	 	 
	Company in which Shares	 	 	 	 	 	Description and
	are held	 	Registered Holder	 	Number Of Shares
	 	 	 	 	Lionbridge	 	3,175,616 Ordinary
	Lionbridge International	 	Luxembourg S.à.r.l.	 	Shares of € 1 each






PART B




	 	 	 	 	 
	Company in which Shares	 	 	 	Description and
	are held	 	Registered Holder	 	Number Of Shares
	Lionbridge International

	 	Rory John Cowan
	 	2 Ordinary Shares

of €1 each.
	 

	 	 
	 	







PART C




	 	 	 	 	 
	Company in which Shares	 	 	 	Description and
	are held	 	Registered Holder	 	Number Of Shares
	Lionbridge International

	 	Lionbridge Global

Solutions

Companies, Inc.
	 	

1 Ordinary Share of

€1 each.
	 

	 	 
	 	







The Shares described in Part A, Part B and Park C of this Schedule comprise all of the issued and
outstanding share capital of Lionbridge International.



3



SCHEDULE 2




Letter of Authority




To: The Administrative Agent



Re: Charge on Shares dated 8 August 2006 (the “Deed”) between Lionbridge Luxembourg S.à.r.l.,
Lionbridge Global Solutions Companies, Inc. and Rory John Cowan and Wachovia Bank, National
Association in respect of shares held by Lionbridge Luxembourg S.à.r.l. in Lionbridge
International.



Dear Sirs,



We hereby unconditionally and irrevocably authorise the Administrative Agent to date and otherwise
complete the share transfer forms in respect of the Shares (as defined in the Deed) deposited by us
with the Administrative Agent and its agents pursuant to the Deed at any time when an Event of
Default (as defined in the Credit Agreement as defined in the Deed) has occurred that is
continuing.



Yours faithfully,



     


LIONBRIDGE LUXEMBOURG S.à.r.l.


By:


Title:



LIONBRIDGE GLOBAL SOLUTION COMPANIES, INC.



By:     



     


Rory John Cowan



	 
	SIGNED by_s/Kevin E. Burke ___

	 

	for and on behalf of
WACHOVIA BANK,
NATIONAL ASSOCIATION
as Administrative Agent
in the presence of:

	s/Roy E. Graham

	__s/Albert A. Barchard__ ______

	 

	LIONBRIDGE LUXEMBOURG S.à.r.l.
By : A. A. Barchard
Title : Director
Date: 8 August 2006
Marklkkkk
LIONBRIDGE GLOBAL SOLUTIONS
COMPANIES, INC.
By: _s/Margaret A. Shukur_ _ ___

	 

	Margaret A. Shukur
Secretary
M







4




	 	 	 
	SIGNED, SEALED AND DELIVERED

BY RORY JOHN COWAN

in the presence of:

	 	





	s/ Margaret A. Shukur     

	 	

	 

	 	

	Witness (Signature)

Margaret A. Shukur     

	 	



	 

	 	

	Print Name

1050 Winter Street, Waltham, MA, U.S.A.

	 	



	 

	 	

	Address



	 	s/Rory J. Cowan

—






WF-614718-v6.exv




5