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 th