AMENDMENT NO. 4 TO AMENDED AND RESTATED
CREDIT AGREEMENTS
AMENDMENT dated as of May 1, 1997 among LEXMARK INTERNATIONAL, INC.
("Lexmark"), LEXMARK INTERNATIONAL GROUP, INC. ("Holding", formerly known as
Lexmark Holding, Inc.), LEXMARK CANADA INC. ("Lexmark Canada"), LEXMARK
INTERNATIONAL, S.N.C. ("Lexmark France"), LEXMARK DEUTSCHLAND GMBH ("Lexmark
Germany"), LEXMARK INTERNATIONAL B.V. ("Lexmark Netherlands"), the CREDIT
PROVIDERS listed on the signature pages hereof (including BARCLAYS BANK PLC,
BANQUE NATIONALE DE PARIS, CHEMICAL BANK, DEUTSCHE BANK AG, NEW YORK BRANCH, THE
MITSUBISHI BANK, LIMITED, and NATIONSBANK OF TEXAS, N.A., as Co-Agents) and
XXXXXX GUARANTY TRUST COMPANY OF NEW YORK, as Agent (the "Agent").
W I T N E S S E T H :
WHEREAS, Lexmark, Holding, the Lenders listed on the signature pages
thereof and the Agent have heretofore entered into an Amended and Restated
Secured United States Credit Agreement dated as of April 21, 1995 (as amended,
the "U.S. Credit Agreement"); and
WHEREAS, Lexmark, Lexmark Canada, the Lenders listed on the signature pages
thereof and the Agent have heretofore entered into an Amended and Restated
Credit Agreement dated as of April 21, 1995 (as amended by the Amendments, the
"Canadian Credit Agreement"); and
WHEREAS, Lexmark, Lexmark France, the Lenders listed on the signature pages
thereof and the Agent have heretofore entered into an Amended and Restated
Credit Agreement dated as of April 21, 1995 (as amended, the "French Credit
Agreement"); and
WHEREAS, Lexmark, Lexmark Germany, the Lenders listed on the signature
pages thereof and the Agent have heretofore entered into an Amended and Restated
Credit Agreement dated as of April 21, 1995 (as amended, the "German Credit
Agreement"); and
WHEREAS, Lexmark, Lexmark Netherlands, the Lenders listed on the signature
pages thereof and the Agent have heretofore entered into an Amended and Restated
Credit Agreement dated as of April 21, 1995 (as amended, the "Netherlands Credit
Agreement" and, together with the U.S. Credit Agreement, the Canadian Credit
Agreement, the French Credit Agreement and the German Credit Agreement, the
"Credit Agreements"); and
WHEREAS, the parties hereto desire to amend the Credit Agreements as set
forth herein;
NOW, THEREFORE, the parties hereto agree as follows:
SECTION 1. Definitions; References. Unless otherwise specifically defined
herein, each term used herein which is defined in a Credit Agreement shall have
the meaning assigned to such term therein. Each reference to "hereof",
"hereunder", "herein" and "hereby" and each other similar reference and each
reference to "this Agreement" and each other similar reference contained in a
Credit Agreement shall from and after the date hereof refer to such Credit
Agreement as amended hereby.
SECTION 2. Amendment of Schedule III to each of the Credit Agreements.
Schedule III to each of the Credit Agreements is hereby amended by deleting
paragraph (C) of clause (ii) of Section 13 thereof and replacing it with the
following:
"(C) Holding may (a) repurchase (i) shares of its common stock or (ii)
options to purchase shares of its common stock issued to employees of Holding or
any of its Subsidiaries ("Options") or (b) in connection with a sale of a share
of common stock originally issued upon the exercise of an Option, (i) pay to the
seller of such share an amount equal to the difference between the market value
of such share and the price paid to such seller for such share in the sale or
pay any fees, commissions, discounts or similar payments paid by or on behalf of
such seller in connection with the sale of such share or (ii) pay to the
purchaser any rebate required in order to effectuate the sale of such share or
pay any fees, commissions, discounts or similar payments paid by or on behalf of
such purchaser in connection with the sale of such share; provided that the
amount paid pursuant to clauses (a) and (b) (plus the amount, if any, paid by
Holding in respect of taxes relating to such payments, other than as a
withholding agent) after April 3, 1996 does not exceed $200,000,000 in the
aggregate."
SECTION 3. Governing Law. This Amendment shall be governed by and construed
in accordance with the laws of the State of New York.
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SECTION 4. Counterparts; Effectiveness. This Amendment may be signed in any
number of counterparts, each of which shall be an original, with the same effect
as if the signatures thereto and hereto were upon the same instrument. This
Amendment shall become effective as of the date when the Agent shall have
received duly executed counterparts hereof signed by Lexmark, Holding, Lexmark
Canada, Lexmark France, Lexmark Germany, Lexmark Netherlands, the Majority
Credit Providers and the Agent (or, in the case of any party as to which an
executed counterpart shall not have been received, the Agent shall have received
telegraphic, telex or other written confirmation from such party of execution of
a counterpart hereof by such party).
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IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be
duly executed by their respective authorized officers as of the day and year
first above written.
BORROWER: LEXMARK INTERNATIONAL, INC.
By /s/ Xxxx X. Xxxxx
-----------------------
Title: VP & CFO
GUARANTOR: LEXMARK INTERNATIONAL
GROUP, INC.
By /s/ Xxxx X. Xxxxx
-----------------------
Title: VP & CFO
LEXMARK CANADA: LEXMARK CANADA INC.
By /s/ Xxxx X. Xxxxx
-----------------------
Title: VP & CFO
LEXMARK FRANCE: LEXMARK INTERNATIONAL, S.N.C.
By /s/ Xxxx X. Xxxxx
-----------------------
Title: VP & CFO
LEXMARK GERMANY: LEXMARK DEUTSCHLAND GmbH
By /s/ Xxxx X. Xxxxx
-----------------------
Title: VP & CFO
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LEXMARK NETHERLANDS: LEXMARK INTERNATIONAL B.V.
By /s/ Xxxx X. Xxxxx
-----------------------
Title: VP & CFO
LENDERS: XXXXXX GUARANTY TRUST
COMPANY OF NEW YORK
By /s/ Xxxxxx X. Xxxxxxxxx
-----------------------
Title: Vice President
CO-AGENTS
BARCLAYS BANK PLC
By /s/ Xxxx X. Xxxxxxxxxx
-----------------------
Title: Director
BANQUE NATIONALE DE PARIS
By /s/ Xxxxx Xxxxxxxxx
-----------------------
Title: Vice President and Team Leader
By /s/ Xxxxxx Xxxxxx
-----------------------
Title: Assistant Treasurer
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The Chase Manhattan Bank FKA
CHEMICAL BANK
By /s/ Xxx X. Xxxxxx
-----------------------
Title: Vice President
DEUTSCHE BANK AG, NEW YORK
AND/OR CAYMAN ISLANDS
By /s/ Xxxxxxx X. Xxxxxxx
-----------------------
Title: Vice President
By /s/ Xxxx-Xxxxx Xxxxxx
-----------------------
Title: Director
THE BANK OF TOKYO-MITSUBISHI, LTD.
as a successor to the merger to
THE MITSUBISHI BANK, LIMITED
By /s/ Xxxxxxxx X. Xxxxxxxx
-----------------------
Title: Attorney-in-Fact
NATIONSBANK OF
TEXAS, N.A.
By /s/ Xxxxxxx X. X'Xxxxxx
-----------------------
Title: Vice President
OTHER LENDERS
BANK OF AMERICA ILLINOIS
By /s/ Xxxxx X. Xxxxxxxxxxx
-----------------------
Title: Vice President
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XXX XXXX XX XXXX XXXXXX
By /s/ Xxxx Xxxxxxx
-----------------------
Title: Senior Relationship Manager
BANK OF MONTREAL
By
-----------------------
Title:
ABN AMRO BANK, N.V.
By /s/ Xxxxxxx X. Xxxxxxx
-----------------------
Title: Vice President
By /s/ Xxxxx Xxx
-----------------------
Title: Senior Vice President & Managing
Director
THE BANK OF NEW YORK
By /s/ Xxxxxx Xxxxxxxxx
-----------------------
Title: Vice President
FLEET NATIONAL BANK, Formerly known
as
Fleet Bank of Massachusetts, N.A.
By /s/ Xxxxx X. Xxxxxx XX
-----------------------
Title: Vice President
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PNC BANK, Kentucky, Inc.
By /s/ Xxxxxxx X. Xxxxxx
-----------------------
Title: Corporate Banking Officer
NBD BANK
By /s/ Xxxxxxx X. Xxxxxxxx
-----------------------
Title: First Vice President
THE DAI-ICHI KANGYO BANK, LTD.,
CHICAGO BRANCH
By
-----------------------
Title:
WESTPAC BANKING CORPORATION
By /s/ Xxxx X. Xxxxx
-----------------------
Title: Assistant Vice President
THE YASUDA TRUST AND BANKING
COMPANY, LIMITED
NEW YORK BRANCH
By /s/ Xxxxx Xxxxxxxxx
-----------------------
Title: Deputy General Manager
AGENT: XXXXXX GUARANTY TRUST COMPANY
OF NEW YORK, as Agent
By /s/ Xxxxxx X. Xxxxxxxxx
-----------------------
Title: Vice President
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