Exhibit 10.76
FORM OF
FOREIGN REVOLVING CREDIT
NOTE
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$7,500,000
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December 23, 2004
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FOR VALUE RECEIVED, the undersigned
(collectively, the “ Borrowers ”) do jointly and
severally promise to pay to the order of [
](the “ Lender ”) at the Administrative
Agent’s Office:
(a) the principal amount of SEVEN
MILLION FIVE HUNDRED THOUSAND AND 00/100 DOLLARS ($7,500,000) or,
if less, the aggregate unpaid principal amount of Foreign Revolving
Credit Loans advanced to the Borrowers by the Lender from time to
time pursuant to that certain Credit Agreement dated as of December
23, 2004 (together with all amendments, restatements, and other
modifications, if any, from time to time hereafter made thereto,
the “ Credit Agreement ”) among the Borrowers,
Lionbridge Technologies, Inc., Lionbridge US, Inc., VeriTest, Inc.,
Mentorix Technologies, Inc., the Lenders from time to time party
thereto, and HSBC Bank USA, National Association, as Administrative
Agent, on the dates and in the principal amounts provided in the
Credit Agreement; and
(b) interest on the unpaid principal
balance of each such Foreign Revolving Credit Loan, for the period
commencing on the date of such Foreign Revolving Credit Loan until
such Foreign Revolving Credit Loan shall be paid in full, on the
dates and at the rates per annum provided in the Credit
Agreement.
This Foreign Revolving Credit Note
is being executed and delivered by the Borrowers pursuant to
§2.4 of the Credit Agreement. Capitalized terms used herein
and not otherwise defined herein shall have the meanings ascribed
to them in the Credit Agreement.
The Borrowers have the right in
certain circumstances and the obligation under certain other
circumstances to prepay, in whole or in part, the Foreign Revolving
Credit Loans evidenced by this Foreign Revolving Credit Note on the
terms and conditions specified in the Credit Agreement.
This Foreign Revolving Credit Note
evidences Foreign Revolving Credit Loans made by the Lender under,
and has been issued by the Borrowers in accordance with the terms
of, the Credit Agreement. The Lender and any permitted holder
hereof is entitled to the benefits of the Credit Agreement, the
Security Documents and the other Loan Documents, and may enforce
the agreements of the Borrowers contained therein, and any
permitted holder hereof may exercise the respective remedies
provided for thereby or otherwise available in respect thereof, all
in accordance with the respective terms thereof.
The Borrowers irrevocably authorize
and request the Lender to make or cause to be made, at or about the
time of the Drawdown Date of any Foreign Revolving Credit Loan made
by the Lender or at the time of receipt of any paym
