UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of

the Securities Exchange Act of 1934

Date of Report (date of earliest event reported)

October 19, 2015

LEXMARK INTERNATIONAL, INC.

(Exact name of registrant as specified in its charter)

(859) 232-2000

(Registrant’s telephone number, including area code)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

[   ]  Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

[   ]  Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

[   ]  Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

[   ]  Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

On October 19, 2015, Lexmark International, Inc., a Delaware corporation (the “Company”), entered into Amendment No. 3 (“Amendment No. 3”) to the Credit Agreement, dated January 18, 2012 (the “Credit Agreement”) by and among the Company, as Borrower, JPMorgan Chase Bank, N.A., as Administrative Agent, and each financial institution signatory thereto.  Amendment No. 3 is effective as of September 30, 2015 and for purposes of calculating the minimum interest coverage ratio, the maximum leverage ratio and the maximum permitted indebtedness of the Company revises the definition of “Consolidated EBITDA” to reduce the impact on Consolidated EBITDA of certain cash restructuring charges incurred by the Company and certain fees and expenses incurred by the Company in connection with  Permitted Acquisitions.

On October 20, 2015, Lexmark Receivables Corporation (“LRC”), a wholly owned subsidiary of the Company, as Seller; Gotham Funding Corporation, as an Investor; Wells Fargo Bank, N.A. (“Wells Fargo”), as an Investor Agent and a Bank; The Bank of Tokyo-Mitsubishi UFJ, Ltd., New York Branch, as Program Agent, an Investor Agent and a Bank; the Company, as Collection Agent and an Originator; Lexmark Enterprise Software, LLC (“Enterprise Software”), a wholly-owned subsidiary of the Company, as an Originator; and Kofax, Inc. (“Kofax”), a wholly-owned subsidiary of the Company, as an Originator; entered into Amendment No. 4 (“Amendment No. 4”) to the Second Amended and Restated Receivables Purchase Agreement, dated as of October 10, 2013 (the “RPA”). 

Amendment No. 4  corresponds to the changes made to the Credit Agreement for purposes of determining whether an “Event of Termination” has occurred under the RPA if the maximum leverage ratio under the Credit Agreement is exceeded or the minimum interest coverage ratio under the Credit Agreement is not met.

The foregoing description of Amendment No. 3 and Amendment No. 4 are summaries only, do not purport to be complete and are qualified in their entirety by reference to the full text of such  Amendments, copies of which are filed hereto as Exhibits 10.1 and 10.2, respectively, and are incorporated herein by reference.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

EXHIBIT INDEX

Exhibit 10.1

EXECUTION COPY

AMENDMENT NO. 3

Dated as of September 30, 2015

to

CREDIT AGREEMENT

Dated as of January 18, 2012

THIS AMENDMENT NO. 3 (“Amendment”) is made as of September 30, 2015 (the “Amendment No. 3 Effective Date”) by and among Lexmark International, Inc., a Delaware corporation (the “Borrower”), the financial institutions listed on the signature pages hereof and JPMorgan Chase Bank, N.A., as Administrative Agent (the “Administrative Agent”), under that certain Credit Agreement dated as of January 18, 2012 by and among the Borrower, the Lenders and the Administrative Agent (as amended, supplemented or otherwise modified from time to time prior to the date hereof, the “Credit Agreement”).  Capitalized terms used herein and not otherwise defined herein shall have the respective meanings given to them in the Credit Agreement.

WHEREAS, the Borrower has requested that the requisite Lenders and the Administrative Agent agree to make certain modifications to the Credit Agreement; and

WHEREAS, the Borrower, the Lenders party hereto and the Administrative Agent have so agreed to make certain amendments to the Credit Agreement on the terms and conditions set forth herein;

NOW, THEREFORE, in consideration of the premises set forth above, the terms and conditions contained herein, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Borrower, the Lenders party hereto and the Administrative Agent hereby agree to the following amendments to the Credit Agreement.

1.                   Amendments to Credit Agreement.  Effective as of the Amendment No. 3 Effective Date (as defined above) but subject to the satisfaction of the conditions precedent set forth in Section 2 below, the Borrower, the Lenders and the Administrative Agent agree that the Credit Agreement is hereby amended as follows:

(a)                The definition of “Consolidated EBITDA” appearing in Section 1.01 of the Credit Agreement is hereby amended and restated in its entirety to read as follows:

“Consolidated EBITDA” means, with respect to the Borrower and its Subsidiaries for any fiscal period, an amount equal to the sum of (a) Consolidated Net Income of the Borrower and its Subsidiaries for such fiscal period, plus (b) in each case to the extent deducted in the calculation of such Person’s Consolidated Net Income and without duplication, (i) depreciation and amortization for such period,  plus (ii) income tax expense for such period, plus (iii) Consolidated Interest Expense paid or accrued during such period, plus (iv) other noncash charges for such period (not including accruals of charges which will be discharged in a following accounting period in cash in the ordinary course of business), plus (v) cash restructuring charges incurred; provided that (A) the aggregate amount of fees and expenses added back pursuant to this clause (v) shall not exceed $60,000,000 in respect of any four consecutive fiscal quarter period ending September 30, 2015, December 31, 2015, March 31, 2016 or June 30, 2016 and

(B) the aggregate amount of fees and expenses added back pursuant to this clause (v) shall not exceed $30,000,000 in respect of any four consecutive fiscal quarter period ending September 30, 2016 or thereafter, plus (vi) fees and expenses directly incurred or paid in connection with any Permitted Acquisition during the four consecutive fiscal quarter periods ending September 30, 2015, December 31, 2015, March 31, 2016 and June 30, 2016; provided that the aggregate amount of fees and expenses added back pursuant to this clause (vi) shall not exceed $75,000,000, minus (c) to the extent added in computing Consolidated Net Income, and without duplication, the sum of (i) interest income and (ii) any other noncash income (but not including accruals of income which will be received in a following accounting period in cash in the ordinary course of business) for such period, in each case all as determined in accordance with GAAP on a consolidated basis; provided, that with respect to the calculation of Consolidated EBITDA in determining compliance with the financial covenants contained in Section 6.07(a) and (b), Consolidated EBITDA shall be calculated, with respect to Permitted Acquisitions, on a pro forma basis reasonably satisfactory to the Administrative Agent, but without giving effect to any projected synergies or cost savings, using historical audited and reviewed unaudited financial statements obtained from the seller(s) in such Permitted Acquisition, broken down by fiscal quarter and such other period as is reasonably requested by the Administrative Agent.

(b)                The definition of “Consolidated Interest Expense” appearing in Section 1.01 of the Credit Agreement is hereby amended to insert a new sentence immediately at the end thereof as follows:

Notwithstanding the foregoing, it is hereby understood and agreed that any interest expense or fees in respect of any customary “factoring” program which arises out of the transfer or sale without recourse (other than customary limited recourse, if any) of accounts receivable and related assets and rights shall not be included in any calculation of Consolidated Interest Expense.

(c)                The definition of “Consolidated Total Indebtedness” appearing in Section 1.01 of the Credit Agreement is hereby amended to insert a new sentence immediately at the end thereof as follows:

Notwithstanding the foregoing, it is hereby understood and agreed that any Indebtedness or cash advances in respect of any customary “factoring” program which arises out of the transfer or sale without recourse (other than customary limited recourse, if any) of accounts receivable and related assets and rights shall not be included in any calculation of Consolidated Total Indebtedness.

2.                   Conditions of Effectiveness.  The effectiveness of this Amendment is subject to the satisfaction of the following conditions precedent:

(a)                The Administrative Agent shall have received counterparts of this Amendment duly executed by the Borrower, the Lenders and the Administrative Agent.

(b)                The Administrative Agent shall have received for the account of each Lender party hereto that delivers its executed signature page to this Amendment by no later than the date and time specified by the Administrative Agent, an amendment fee in an amount equal to the amount previously disclosed to the Lenders.

(c)                The Administrative Agent shall 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]

IN WITNESS WHEREOF, this Amendment has been duly executed as of the day and year first above written.

Exhibit 10.2

EXECUTION COPY

Amendment No. 4 to

Second Amended and Restated Receivables Purchase Agreement

AMENDMENT AGREEMENT (this “Amendment”) dated as of October 20, 2015 among Lexmark Receivables Corporation (the “Seller”), Gotham Funding Corporation (“Gotham”), as an Investor, Wells Fargo Bank, N.A. (“Wells Fargo”), as an Investor Agent and a Bank, The Bank of Tokyo-Mitsubishi UFJ, Ltd., New York Branch (“BTMU”), as Program Agent (the “Program Agent”), an Investor Agent and a Bank, Lexmark International, Inc. (“Lexmark”), as Collection Agent and an Originator, Lexmark Enterprise Software, LLC (f/k/a Perceptive Software, LLC) (“Enterprise”), as an Originator, and Kofax, Inc., a Delaware corporation (“Kofax”), as an Originator.

Preliminary Statements.

1.              The Seller, Gotham, BTMU, Wells Fargo, Lexmark, Kofax and Enterprise are parties to a Second Amended and Restated Receivables Purchase Agreement dated as of October 10, 2013 (as amended, restated, modified or supplemented from time to time, the “RPA”; capitalized terms not otherwise defined herein shall have the meanings attributed to them in the RPA) pursuant to which, and subject to and upon the terms and conditions of which, the Seller has sold and may in the future sell Receivable Interests to the Investors and/or the Banks thereunder prior to the occurrence of the Facility Termination Date or the Commitment Termination Date, as applicable.
2.              The parties hereto desire to make certain amendments to the RPA.

NOW, THEREFORE, the parties agree as follows:

1.        Amendments to the RPA.  Upon the effectiveness of this Amendment, the RPA is hereby amended as follows:
   1.                      The defined term “Credit Facility” contained in Section 1.01 of the RPA is replaced in its entirety with the following:

“Credit Facility” means the Credit Agreement, dated as of January 18, 2012, by and among Lexmark International as borrower, the lenders party thereto, JPMorgan Chase Bank, N.A., as Administrative Agent, Citibank, N.A., as Syndication Agent, and SunTrust Bank and BTMU, as Co-Documentation Agents, as amended, restated, modified or supplemented from time to time (provided that, solely for purposes of Section 7.01(m) hereof, only such amendments, restatements, modifications or supplements that have been entered into at such time that Program Agent is a lender thereunder shall be taken into account, unless otherwise agreed by Program Agent in the Program Agent’s reasonable discretion after consultation with the Investor Agents), and all agreements, documents and instruments executed in connection therewith together with any replacement facility or refinancing thereof entered into by Lexmark International.

2.                     Section 7.01(m) of the RPA is replaced in its entirety with the following:

“(m) (i) The Leverage Ratio (as such term is defined in the Credit Facility) at any time from and after September 30, 2015 shall exceed the ratio permitted for such time under the Credit Facility as in effect at such time or (ii) the Interest Coverage Ratio (as such term is defined in the Credit Facility) for any applicable period shall be less than

the ratio permitted for such period under the Credit Facility as in effect at such time, in any such case without giving effect to any waivers thereof under the Credit Facility; or”

2.        Effectiveness.  This Amendment shall become effective at such time that executed counterparts of this Amendment have been delivered by each party hereto to each other party hereto.
3.        Representations, Warranties and Covenants. 
   1.                      The Seller makes each of the representations and warranties contained in Section 4.01 of the RPA (after giving effect to this Amendment). 
   2.                     The Collection Agent makes each of the representations and warranties contained in Section 4.02 of the RPA (after giving effect to this Amendment).
4.        Confirmation of RPA.  Each reference in the RPA to “this Agreement” or “the Agreement” shall mean the RPA as amended by this Amendment, and as hereafter amended or restated.  Except as herein expressly amended, the RPA is ratified and confirmed in all respects and shall remain in full force and effect in accordance with its terms.
5.     GOVERNING LAW.  THIS AMENDMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK (WITHOUT GIVING EFFECT TO THE CONFLICT OF LAWS PRINCIPLES THEREOF THAT WOULD CALL FOR THE APPLICATION OF THE LAWS OF ANY OTHER JURISDICTION).
6.        Execution in Counterparts.  This Amendment may be executed in any number of counterparts and by different parties hereto in separate counterparts, each of which when so executed shall be deemed to be an original and all of which when taken together shall constitute one and the same agreement.  Delivery of an executed counterpart of a signature page to this Amendment by facsimile or by electronic mail in portable document format (.pdf) shall be effective as delivery of a manually executed counterpart of this Amendment.

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IN WITNESS WHEREOF, the parties have caused this Amendment to be executed by their respective officers thereunto duly authorized, as of the date first above written.