EXHIBIT 10.9
Amendment to Amended and
Restated Purchase Agreement
EXECUTION COPY
AMENDMENT
TO
AMENDED AND RESTATED
PURCHASE AGREEMENT
THIS AMENDMENT dated as of November 30, 1998 (the "Amendment")
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to the Amended and Restated Purchase Agreement, dated as of March 31, 1998 (the
"Agreement") is between LEXMARK INTERNATIONAL, INC., as originator (the
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"Originator") and LEXMARK RECEIVABLES CORPORATION, as buyer (the "Buyer").
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Capitalized terms used herein and not otherwise defined shall have the meanings
assigned to such terms in the Agreement.
RECITALS
WHEREAS, in accordance with the provisions of Section 7.6 of
the Agreement, the Originator and the Buyer wish to amend the Agreement in
certain respects as provided below, and the Administrative Agent is willing to
consent to such amendments upon the terms provided for herein;
NOW THEREFORE, in consideration of the premises and the
agreements contained herein, the parties hereto agree as follows:
SECTION 1. Amendment to Schedule A to Exhibit K of the
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Agreement. In connection with the amendments provided for by this Amendment, the
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calculation of Net Purchase Price of Receivables as set forth on Schedule A
hereto shall supersede the Schedule A to Exhibit K that is part of the
Agreement, and from and after the date of this Amendment all references to such
Schedule A to Exhibit K shall refer to the Schedule A attached to this
Amendment.
SECTION 2. Agreement in Full Force and Effect as Amended.
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Except as specifically amended or waived hereby, all of the terms and conditions
of the Agreement shall remain in full force and effect. All references to the
Agreement in any other document or instrument shall be deemed to mean such
Agreement as amended by this Amendment. This Amendment shall not constitute a
novation of the Agreement, but shall constitute an amendment thereof. The
parties hereto agree to be bound by the terms and obligations of the Agreement,
as amended by this Amendment, as though the terms and obligations of the
Agreement were set forth herein.
SECTION 3. Effectiveness. The amendments provided for by this
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Amendment shall become effective as of the date hereof, upon receipt by the
Administrative Agent of (i) counterparts of this Amendment, duly executed by
each of the parties hereto, together with the consent of the Administrative
Agent and (ii) notice that the conditions to effectiveness of the Amended and
Restated Receivables Purchase Agreement, as amended, have been satisfied.
SECTION 4. Counterparts. This Amendment may be executed in any
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number of counterparts and by separate parties hereto on separate counterparts,
each of which when executed shall be deemed an original, but all such
counterparts taken together shall constitute one and the same instrument.
SECTION 5. Governing Law. THIS AMENDMENT SHALL BE
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GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK.
IN WITNESS WHEREOF, the parties hereto have caused this
Amendment to the Agreement to be duly executed by their respective authorized
officers as of the day and year first above written.
LEXMARK RECEIVABLES CORPORATION
By: /s/ Gary E. Morin
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Authorized Signatory
President
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Title
LEXMARK INTERNATIONAL, INC.
By: /s/ Gary E. Morin
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Authorized Signatory
Vice President and Chief Financial
Officer
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Title
Acknowledged and consented to:
November 30, 1998
MORGAN GUARANTY TRUST COMPANY
OF NEW YORK, as Administrative Agent
By: /s/ Robert S. Jones
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Authorized Signatory
Vice President
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Title
SCHEDULE A
NET PURCHASE PRICE OF RECEIVABLES
A. Outstanding Balance of new Receivables
B. A x (12-month average Charge-off Ratio x 45 x 1.75)/360
C. A - B
D. (C x (Yield Rate x 45 x 1.75))/360
Yield Rate= LIBOR + 1.00%
E. C - D
F. (A x 1% x 45)/360
G. Purchase Price of new Receivables (E - F)