Amendment to Senior Subordinated Note & Warrant Purchase Agreement between Lionbridge Technologies, Inc. and Morgan Stanley Venture Funds

Summary

Lionbridge Technologies, Inc. and two Morgan Stanley venture funds have amended their previous note purchase agreement. The amendment changes the payment terms, requiring Lionbridge to redeem half of the outstanding notes upon a qualifying liquidity event and the remainder by July 31, 2003. In exchange, Lionbridge will issue warrants to the funds for shares of its common stock. This agreement sets new deadlines and provides additional equity incentives to the investors.

EX-10.6 8 dex106.txt NOTE & WARRANT PURCHASE AGREEMENT Exhibit 10.6 LIONBRIDGE TECHNOLOGIES, INC. 950 Winter Street Waltham, MA 02154 August 1, 2002 Morgan Stanley Venture Capital Fund II Annex, L.P. ("MSVCF") 1585 Broadway, 38th Floor New York, New York 10036 Morgan Stanley Venture Investors Annex, L.P. ("MS") 1585 Broadway, 38th Floor New York, New York 10036 Ladies and Gentlemen: You and we are parties to (a) that certain Senior Subordinated Note Purchase Agreement by and among MS, MSVCF and Lionbridge Technologies, Inc. (formerly known as Lionbridge Technologies Holdings, Inc.) (the "Company") dated as of March 9, 1999, as amended by those certain letter agreements, dated as of August 19, 1999, March 27, 2001 and December 31, 2001, by and among the Company, MS and MSVCF. (as amended, the "Morgan Purchase Agreement"), (b) the 12% Senior Subordinated Note of the Company in favor of MS, dated March 9, 1999 (the "MS Note"), and (c) the 12% Senior Subordinated Note of the Company in favor of MSVCF, dated March 9, 1999 (the "MSVCF Note"). For good and valuable consideration, the Company, MS and MSVCF hereby agree as follows: The Morgan Purchase Agreement is hereby amended as follows, effective immediately: (a) Section 2.06(b) thereof is deleted in its entirety, and the following is substituted in lieu thereof: "(b) Required Redemptions in the Event of a Qualifying Liquidity Event. In the event of a Qualifying Liquidity Event, the Company agrees to redeem, without premium, (i) fifty percent (50%) of the Notes then outstanding, together with all accrued and unpaid interest and penalties, if any, then due thereon, on the closing of such Liquidity Event, and (ii) the remaining amount of the Notes then outstanding, together with all accrued and unpaid interest and penalties, if any, then due thereon, on or before July 31, 2003." Each of the MSVCF Note and the MS Note is hereby amended effective immediately by changing the payment date reflected therein to July 31, 2003. In consideration of the foregoing the Company hereby agrees that on the date hereof, the Company shall (i) issue a warrant to MS exercisable for up to 6,095 shares of common stock of the Company; and (ii) issue a warrant to MSVCF exercisable for up to 44,517 shares of common stock of the Company. [Remainder of Page Intentionally Left Blank] 57 In witness whereof, the parties have caused this letter agreement to be executed as of the date first above written. Very truly yours, LIONBRIDGE TECHNOLOGIES, INC. By: ----------------------------------- Name: --------------------------------- Title: -------------------------------- Accepted and Agreed: MORGAN STANLEY VENTURE CAPITAL FUND II ANNEX, L.P. By: Morgan Stanley Venture Partners II, L.P., its General Partner By: Morgan Stanley Venture Capital II, Inc., its Managing General Partner By: --------------------------------------------------------------------- MORGAN STANLEY VENTURE INVESTORS ANNEX, L.P. By: Morgan Stanley Venture Partners II, L.P., its General Partner By: Morgan Stanley Venture Capital II, Inc., its Managing General Partner By: -------------------------------------------------------------------- 58