EXHIBIT 10.15
FIRST AMENDMENT TO
SUBORDINATION AND
INTERCREDITOR AGREEMENT
Amendment dated as of June 28, 2001 by and among the parties whose names appear below (this
"Amendment") to a certain Intercreditor Agreement (as defined below). Unless otherwise defined below,
capitalized terms used in this Agreement shall have the respective meanings set forth in the Intercreditor
Agreement.
RECITALS
WHEREAS, the Original Parties entered into the Intercreditor Agreement in connection with a Loan Agreement
dated as of September 26, 1997, as amended to date, among the Bank and Lionbridge Technologies Holdings,
B.V. and Lionbridge Technologies, B.V. (together, the "Dutch Companies") which Loan Agreement provided for
certain revolving credit facilities to the Dutch Companies (the "Existing Credit Facilities"); and
WHEREAS, the Dutch Companies and certain affiliates thereof now wish the Bank to provide certain new
revolving credit facilities (the "New Credit Facilities"); and
WHEREAS, the Bank is willing to provide the New Credit Facilities upon the terms set forth in the Loan
Documents (as defined below) relating to such New Credit Facilities and on the further condition that the Original
Parties and the Additional Parties enter into this Amendment in order to confirm that the terms of subordination
between the Bank and the Purchaser set forth in the Intercreditor Agreement apply to such New Credit Facilities;
and
NOW, THEREFORE, in consideration of the foregoing premises and the covenants contained herein, and for
other good and valuable consideration, the receipt of which is hereby acknowledged, the parties agree as follows:
Section 6. Definitions.
As used in this Amendment, capitalized terms used in this Amendment shall have the respective meanings set forth
in the Intercreditor Agreement, except as otherwise defined above and except the following capitalized terms
shall have the following respective meanings:
"Additional Parties" means Lionbridge Technologies Ireland, INT'L.com, Inc.