[EXECUTION COPY]
AMENDMENT NO. 3 TO AMENDED AND RESTATED
CREDIT AGREEMENTS
AMENDMENT dated as of March 14, 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 by
Amendment No. 1 thereto dated as of September 26, 1995; Amendment No. 2 thereto
dated as of April 3, 1996 and the Amended and Restated Consent and Intercreditor
Agreement dated as of December 12, 1996 among Lexmark, Lexmark Canada, Lexmark
France, Lexmark Germany, Lexmark Netherlands, Lexmark Receivables Corporation,
Delaware Funding Corporation, Xxxxxx Guaranty Trust Company of New York, as
Administrative Agent, the Credit Providers, the Agent and the Security Agent
(collectively, the "Amendments") 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 by the Amendments, 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 by the Amendments, 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 by the Amendments, 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 Definition of "Euro-Dollar Margin".
----------------------------------------------- Section 2.07 of
the U.S. Credit Agreement is hereby amended by deleting the definition of
"Euro-Dollar Margin" and replacing it with the following:
"'Euro-Dollar Margin', means (i) .45% per annum for any day on which Level
I Status exists, (ii) .70% per annum for any day on which Level II Status
exists, (iii) .95% per annum for any day on which Level III Status exists, (iv)
1.2% per annum for any day on which Level IV Status exists and (v) 1.7% per
annum for any day on which Level V Status exists. Changes in the Euro-Dollar
Margin, if any, shall be effective upon delivery of the financial information
required by Section 1(a) or (b) of Schedule III, as applicable."
SECTION 3. Amendment of Definition of "Commitment Fee Rate".
------------------------------------------------ Section 2.09
of the U.S. Credit Agreement is hereby amended by deleting the definition of
"Commitment Fee Rate" and replacing it with the following:
"'Commitment Fee Rate' means (i) .15% per annum for any day on which
Level I Status exists, (ii) .20% per annum for any day on which Level
II Status exists, (iii) .325% per annum for any day on which Level III
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Status exists and (iv) .45% per annum for any day on which Level IV or
Level V Status exists. Changes in the Commitment Fee Rate, if any,
shall be effective upon delivery of the financial information required
by Section 1(a) or (b) of Schedule III, as applicable".
SECTION 4. Governing Law.
------------- This Amendment shall be governed by and construed
in accordance with the laws of the State of New York.
SECTION 5. 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, all of the Lenders
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
LEXMARK NETHERLANDS: LEXMARK INTERNATIONAL B.V.
By /s/ Xxxx X. Xxxxx
--------------------------
Title: VP & CFO
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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/Team Leader
By /s/ Xxxxxx Xxxxxx
--------------------------
Title: Assistant Treasurer
THE CHASE MANHATTAN BANK
By /s/ Xxx X. Xxxxxx
--------------------------
Title: Vice President
DEUTSCHE BANK AG, NEW YORK BRANCH
AND/OR CAYMAN ISLANDS BRANCH
By /s/ Xxxxxxx X. Xxxxxxx
--------------------------
Title: Assistant Vice President
By /s/ Xxxx-Xxxxx Xxxxxx
--------------------------
Title: Vice President
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THE BANK OF TOYKO-MITSUBISHI, LIMITED
Successor to merger to
THE MITSUBISHI BANK, LIMITED
By /s/ Xxxxxxxx X. Xxxxxxxx
--------------------------
Title: Attorney-in-Fact
NATIONSBANK OF
TEXAS, N.A.
By /s/ Xxxxx X. Xxxxxx
--------------------------
Title: Senior Vice President
OTHER LENDERS
-------------
BANK OF AMERICA ILLINOIS
By /s/ Xxxxx X. Xxxxxxxxx
--------------------------
Title: Managing Director
THE BANK OF NOVA SCOTIA
By /s/ Xxxx Xxxxxxx
--------------------------
Title: Senior Relationship Manager
BANK OF MONTREAL
By /s/ Xxxx Xxxx
--------------------------
Title: Director
ABN AMRO BANK, N.V.
By /s/ Xxxxx Xxx
--------------------------
Title: Senior Vice President &
Managing Director - Pittsburgh
By /s/ Xxxxxxx X. Xxxx
--------------------------
Title: Group Vice President &
Operational Manager
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THE BANK OF NEW YORK
By /s/ Xxxxxx Xxxxxxxxx
--------------------------
Title: Vice President
FLEET NATIONAL BANK
Successor by merger to
Fleet Bank of Massachusetts, N.A.
By /s/ Xxxxx X. Banesh
--------------------------
Title: Vice President
PNC BANK, KENTUCKY, INC.
By /s/ Xxxxxxx X. Xxxxxx
--------------------------
Title: Corporate Banking Officer
NBD BANK
By /s/ Xxxxxxx X. Xxxxxxx
--------------------------
Title: First Vice President
THE DAI-ICHI KANGYO BANK, LTD.,
CHICAGO BRANCH
By /s/ Seiichiro Ino
--------------------------
Title: Vice President
FIFTH THIRD BANK
By Signature on File
--------------------------
Title: Vice President
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WESTPAC BANKING CORPORATION
By /s/ Xxxx X. Xxxxx
--------------------------
Title: Assistant Vice President
THE YASUDA TRUST AND BANKING
COMPANY, LIMITED
NEW YORK BRANCH
By /s/ Xxxx Xxxxxxxxxxxxxx
--------------------------
Title: Senior Vice President
AGENT: XXXXXX GUARANTY TRUST COMPANY
OF NEW YORK, as Agent
By /s/ Xxxxxx X. Xxxxxxxxx
--------------------------
Title: Vice President
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