HAVE RECEIVED PAYMENT OF THE
ADMINISTRATIVE AGENT'S AND ITS AFFILIATES' FEES AND REASONABLE OUT-OF-POCKET
EXPENSES (INCLUDING REASONABLE OUT-OF-POCKET FEES AND EXPENSES OF COUNSEL FOR
THE ADMINISTRATIVE AGENT) INCURRED IN CONNECTION WITH THIS AMENDMENT.
3.
REPRESENTATIONS AND WARRANTIES OF THE BORROWER.
THE
BORROWER HEREBY REPRESENTS AND WARRANTS AS FOLLOWS:
(A)
THIS AMENDMENT AND THE CREDIT AGREEMENT AS AMENDED HEREBY
CONSTITUTE LEGAL, VALID AND BINDING OBLIGATIONS OF THE BORROWER AND ARE
ENFORCEABLE AGAINST THE BORROWER IN ACCORDANCE WITH THEIR RESPECTIVE TERMS,
SUBJECT TO APPLICABLE BANKRUPTCY, INSOLVENCY, REORGANIZATION, MORATORIUM OR
OTHER LAWS AFFECTING CREDITORS' RIGHTS GENERALLY AND SUBJECT TO GENERAL
PRINCIPLES OF EQUITY, REGARDLESS OF WHETHER CONSIDERED IN A PROCEEDING IN EQUITY
OR AT LAW.
(B)
AS OF THE DATE HEREOF AND GIVING EFFECT TO THE TERMS OF THIS
AMENDMENT, (I) NO DEFAULT SHALL HAVE OCCURRED AND BE CONTINUING AND (II) THE
REPRESENTATIONS AND WARRANTIES OF THE BORROWER SET FORTH IN THE CREDIT
AGREEMENT, AS AMENDED HEREBY, ARE TRUE AND CORRECT AS OF THE DATE HEREOF, EXCEPT
TO THE EXTENT SUCH REPRESENTATIONS AND WARRANTIES EXPRESSLY RELATE TO AN EARLIER
SPECIFIED DATE, IN WHICH CASE SUCH REPRESENTATIONS AND WARRANTIES WERE TRUE AND
CORRECT ON AND AS OF SUCH EARLIER DATE.
4.
REFERENCE TO AND EFFECT ON THE CREDIT AGREEMENT.
(A)
UPON THE EFFECTIVENESS HEREOF, EACH REFERENCE TO THE CREDIT
AGREEMENT IN THE CREDIT AGREEMENT OR ANY OTHER LOAN DOCUMENT SHALL MEAN AND BE A
REFERENCE TO THE CREDIT AGREEMENT AS AMENDED HEREBY.
(B)
EXCEPT AS SPECIFICALLY AMENDED ABOVE, THE CREDIT AGREEMENT
AND ALL OTHER DOCUMENTS, INSTRUMENTS AND AGREEMENTS EXECUTED AND/OR DELIVERED IN
CONNECTION THEREWITH SHALL REMAIN IN FULL FORCE AND EFFECT AND ARE HEREBY
RATIFIED AND CONFIRMED.
(C)
THE EXECUTION, DELIVERY AND EFFECTIVENESS OF THIS AMENDMENT
SHALL NOT OPERATE AS A WAIVER OF ANY RIGHT, POWER OR REMEDY OF THE
ADMINISTRATIVE AGENT OR THE LENDERS, NOR CONSTITUTE A WAIVER OF ANY PROVISION OF
THE CREDIT AGREEMENT OR ANY OTHER DOCUMENTS, INSTRUMENTS AND AGREEMENTS EXECUTED
AND/OR DELIVERED IN CONNECTION THEREWITH.
(D)
THIS AMENDMENT SHALL BE A LOAN DOCUMENT.
5.
GOVERNING LAW.
THIS AMENDMENT SHALL BE CONSTRUED IN
ACCORDANCE WITH AND GOVERNED BY THE LAW OF THE STATE OF NEW YORK.
6.
HEADINGS.
SECTION HEADINGS IN THIS AMENDMENT ARE INCLUDED
HEREIN FOR CONVENIENCE OF REFERENCE ONLY AND SHALL NOT CONSTITUTE A PART OF THIS
AMENDMENT FOR ANY OTHER PURPOSE.
7.
COUNTERPARTS.
THIS AMENDMENT MAY BE EXECUTED BY ONE OR
MORE OF THE PARTIES HERETO ON ANY NUMBER OF SEPARATE COUNTERPARTS, AND ALL OF
SAID COUNTERPARTS TAKEN TOGETHER SHALL BE DEEMED TO CONSTITUTE ONE AND THE SAME
INSTRUMENT.
[Signature Pages Follow]
3
CH\2159756.3
IN WITNESS WHEREOF, this Amendment has been duly executed as of the day and year
first above written.
LEXMARK INTERNATIONAL, INC.,
as the Borrower
By:
/s/ Bruce J. Frost
Name:
Bruce J. Frost
Title:
Treasurer
Signature Page to Amendment No. 3 to
Credit Agreement dated as of January 18, 2012
Lexmark International, Inc.
JPMORGAN CHASE BANK, N.A.,
individually as a Lender and as Administrative Agent
By:
/s/ Dana J. Moran
Name:
Dana