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Ded of Pledge of Intercompany Receivables, Dated As of September 1, 2005

This is an actual contract between Lionbridge and Wachovia Bank, National Association.

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Sectors: Services, Banking
Governing Law: The Netherlands
Effective Date: September 01, 2005
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EXHIBIT 10.14


Execution copy


USD 175,000,000

secured credit facility


DEED OF

PLEDGE OF INTERCOMPANY RECEIVABLES

DATED 1 September 2005

between


LIONBRIDGE TECHNOLOGIES HOLDINGS B.V.


and

LIONBRIDGE TECHNOLOGIES B.V.

as Pledgors


and


WACHOVIA BANK, NATIONAL ASSOCIATION


as Pledgee


INDEX

Clause
page
1. DEFINITIONS 2 2. UNDERTAKING TO PLEDGE 3 3. PLEDGE OF INTERCOMPANY RECEIVABLES 3 4. PERFECTION AND NOTIFICATION OF RIGHT OF PLEDGE 4 5. CONTINUING AND ADDITIONAL SECURITY 5 6. REPRESENTATIONS AND WARRANTIES 5 7. UNDERTAKINGS 6 8. ENFORCEMENT 7 9. FURTHER ASSURANCES 8 10. POWER OF ATTORNEY AND NO WAIVER 9 11. TERMINATION 9 12. SUCCESSORS AND ASSIGNS AND RE-PLEDGE 9 13. WAIVER 10 14. COSTS 10 15. EVIDENCE OF DEBT 10 16. LIABILITY 10 17. NOTICES 11 18. SEVERABILITY 12 19. AMENDMENT AND EMBODIMENT 12 20. COUNTERPARTS 13 21. ACCEPTANCE 13 22. GOVERNING LAW 13 23. JURISDICTION 13


Schedules

Schedule 1 (Debtors) Schedule 2 (Form of Notice of Pledge)

Execution copy


THIS DEED OF PLEDGE OF INTERCOMPANY RECEIVABLES DATED 1 September 2005 is made between: (1) WACHOVIA BANK, NATIONAL ASSOCIATION, a banking corporation organised and existing under the laws of the United States of America and having its principal office at 301 South College Street, Charlotte, North Carolina 28288, the United States of America (the " Pledgee" );

(2) LIONBRIDGE TECHNOLOGIES HOLDINGS B.V., a private limited liability company ( besloten vennootschap met beperkte aansprakelijkheid ) organised under the laws of the Netherlands, having its official seat in Amsterdam, the Netherlands, and its office address at (1062 HN) Amsterdam, the Netherlands, Overschiestraat 55 (" LTH" ); and (3) LIONBRIDGE TECHNOLOGIES B.V., a private limited liability company ( besloten vennootschap met beperkte aansprakelijkheid ) organised under the laws of the Netherlands, having its official seat in Amsterdam, the Netherlands, and its office address at (1062 HN) Amsterdam, the Netherlands, Overschiestraat 55 (" LT" ),

LTH and LT are hereinafter, collectively, referred to as the " Pledgors" and a " Pledgor" refers to any one of them.

WHEREAS

(A) Pursuant to a credit agreement (the " Credit Agreement" ) dated as of 1 September 2005, the Lenders (as defined in the Credit Agreement) have granted to the Borrowers (as defined in the Credit Agreement) certain Revolving Loans, a Term Loan, a Letter of Credit subfacility, a Swingline subfacility, and an Incremental Term Facility (all as defined in the Credit Agreement) in the maximum principal amount of up to USD 175,000,000.

(B) Pursuant to section 2.22 of the Credit Agreement, each Pledgor has undertaken to pay to the Pledgee, acting in its own capacity and not as representative or agent of the Lenders, the Dutch Parallel Debt (as defined in the Credit Agreement).

(C) Each Pledgor has agreed to (and to the extent required it shall hereby be agreed that the Pledgor shall) create a first priority disclosed right of pledge ( openbaar pandrecht eerste in rang ) over its Receivables (as defined hereinafter) in favour of the Pledgee as security for the Secured Obligations (as defined hereinafter).


1

NOW THEREFORE IT IS AGREED AS FOLLOWS


1. DEFINITIONS

1.1 In this Deed:

" Debtor" means any present and future subsidiary and direct or indirect shareholder of each Pledgor, including but not limited to the companies listed in Schedule 1 (Debtors).


" Deed" means this agreement and deed of pledge of intercompany receivables.

" Enforcement Event" means a default by a Credit Party in the proper performance of the Secured Obligations (whether in whole or in part) provided that such default constitutes an Event of Default which is continuing.


" Right of Pledge" means each right of pledge created by this Deed in accordance with Clause 3 (Pledge of Intercompany Receivables).


" Receivables" means any and all rights and claims ( vorderingsrechten ) (including but not limited to a right of recourse ( regres ) or subrogation ( subrogatie )) whether present or future, whether actual or contingent, of each Pledgor against a Debtor arising out of an agreement or a legal relationship including but not limited to any rights or claims which are shown on a Pledgor' s administrative records.


" Secured Obligations" means any and all obligations and liabilities consisting of monetary payment obligations ( verbintenissen tot betaling van een geldsom ) of a Pledgor to the Pledgee or a Lender whether present or future, whether actual or contingent, whether as primary obligor or as surety, whether for principal, interest or costs under or in connection with this Deed, the Credit Documents, and/or a Pledgor' s Dutch Parallel Debt.

1.2 Save where the contrary is indicated, a reference in this Deed to:

(a) this " Deed" , the " Credit Agreement" or any other agreement or document shall be construed to be a reference to this Deed or the Credit Agreement or such other agreement or document as the same may be amended, supplemented, restated, novated or otherwise modified from time to time;

(b) a " Clause" or a " Schedule" shall, subject to any contrary indication, be construed as a reference to a clause or a schedule of this Deed; and

(c) a " person" shall be construed as a reference to any person, firm, company, corporation, body corporate, institution, government, state or agency of a state or any association or partnership (whether or not having separate legal personality) of two or more of the foregoing.


2 1.3 Capitalised words and expressions used but not defined in this Deed shall have the same meaning as in the Credit Agreement. 1.4 The titles and headings of the Clauses are for convenience only and do not form part of this Deed and shall in no way affect the interpretation thereof. 1.5 In this Deed words and expressions importing the singular shall, where the context permits or requires, include the plural and vice versa . 1.6 Any reference in this Deed to a statute (including but not limited to the Dutch Civil Code) shall be construed as a reference to such statute as the same may have been, or may from time to time be, amended or re-enacted.

1.7 Schedules form an integral part of this Deed.

1.8 Any Event of Default shall constitute a verzuim (as meant in Section 6:81 and further of the Dutch Civil Code) and any Enforcement Event shall constitute a verzuim (as meant in Section 3:248 (1) in conjunction with Section 6:81 and further of the Dutch Civil Code) in the proper performance of the Secured Obligations or any part thereof, without any dun ( aanmaning ), summons ( sommatie ) or notice of default ( ingebrekestelling ) being sent or required.

2. UNDERTAKING TO PLEDGE

Each Pledgor agrees with the Pledgee and undertakes to create or, as the case may be, to create in advance ( bij voorbaat ) a first priority disclosed right of pledge ( openbaar pandrecht eerste in rang ) over all its Receivables as security for the Secured Obligations.

3. PLEDGE OF INTERCOMPANY RECEIVABLES

3.1 Each Pledgor grants to the Pledgee:

(a) a first priority disclosed right of pledge ( openbaar pandrecht eerste in rang ) over all its Receivables; and (b) to the extent the Receivables consist of future Receivables, a disclosed first priority right of pledge ( openbaar pandrecht eerste in rang ) is granted in advance ( bij voorbaat ) over all its future Receivables,


as security for the Secured Obligations.

3.2 The Right of Pledge includes all accessory rights ( afhankelijke rechten ) and all ancillary rights ( nevenrechten ) attached to the Receivables.

3.3 To the extent that the Receivables are (or shall be) subject to an encumbrance or right of pledge taking priority over the Right of Pledge, nevertheless the Right of Pledge will have been (or will be) created with the highest possible rank available at that time.


3 4. PERFECTION AND NOTIFICATION OF RIGHT OF PLEDGE

4.1 Each party to this Deed is entitled:

(a) to present this Deed and any other document pursuant to this Deed for registration to any office, registrar or governmental body (including the Dutch tax authorities) in any jurisdiction; and

(b) to serve any notice to a Debtor or any other person,

if otherwise acting in conflict with applicable law or rules and regulations or court orders or as a party to this Deed deems necessary or desirable to protect its interests.

4.2 Each Pledgor who is also a Debtor is notified of the Right of Pledge and acknowledges the Right of Pledge. 4.3 Each Pledgor shall promptly upon the execution of this Deed (and promptly after a Receivable has arisen against a future Debtor) notify the relevant Debtor of the Right of Pledge by serving a notice substantially in the form attached as Schedule 2 (Form of Notice of Pledge).

4.4 In accordance with Section 3:246 (1) of the Dutch Civil Code, only the Pledgee is entitled to collect and receive payment of the Receivables which are subject to the Right of Pledge and to exercise all rights of a Pledgor vis-e0-vis a Debtor. Without prejudice to its entitlement to collect and receive payment and to exercise its rights, the Pledgee authorises the relevant Pledgor to collect and receive payment from a Debtor.

4.5 The authorisation granted by the Pledgee to the relevant Pledgor pursuant to Clause 4.4 will be terminated by the Pledgee by giving notice thereof to the relevant Pledgor and the relevant
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