Amendment No. 4 to Purchase and Contribution Agreement
Exhibit
10.2
Amendment
No. 4 to Purchase and Contribution Agreement
AMENDMENT
AGREEMENT (this “Amendment
Agreement”)
dated
as of October 7, 2005 between Lexmark International, Inc. (the “Seller”)
and
Lexmark Receivables Corporation (the “Purchaser”).
Preliminary
Statements.
(1) The
Seller and Purchaser are parties to a Purchase and Contribution Agreement
dated
as of October 22, 2001 (as amended, restated, modified or supplemented from
time
to time, the “Agreement”;
capitalized terms not otherwise defined herein shall have the meanings
attributed to them in the Agreement) pursuant to which, and subject to and
upon
the terms and conditions of which, the Seller has sold and contributed
Receivables from time to time to the Purchaser.
(2) The
parties hereto desire to amend certain provisions of the Agreement as set
forth
herein.
NOW,
THEREFORE, the parties agree as follows:
SECTION
1. Amendment.
Upon
the effectiveness of this Amendment Agreement, the Agreement is hereby amended
as follows:
1.1 Section
4.01(f) of the Agreement is hereby amended by replacing the date “December 31,
2000” appearing in the 7th
line
therein with the date “September 30, 2005”.
SECTION
2. Effectiveness.
This
Amendment Agreement shall become effective at such time that executed
counterparts of this Amendment Agreement have been delivered by each party
hereto to the other party hereto and the Amendment dated as of the date hereof
to the Sale Agreement shall have become effective.
SECTION
3. Representations
and Warranties.
The
Seller makes each of the representations and warranties contained in Section
4.01 of the Agreement (after giving effect to this Amendment
Agreement).
SECTION
4. Confirmation
of Agreement.
Each
reference in the Agreement to “this
Agreement”or “the Agreement” shall mean the Agreement as amended by this
Amendment Agreement, and as hereafter amended or restated. Except as herein
expressly amended, the Agreement is ratified and confirmed in all respects
and
shall remain in full force and effect in accordance with its terms.
SECTION
5. GOVERNING
LAW.
THIS AMENDMENT AGREEMENT 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).
SECTION
6. Execution
in Counterparts.
This
Amendment Agreement 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 Agreement by facsimile shall be effective
as delivery of a manually executed counterpart of this Amendment
Agreement.
IN
WITNESS WHEREOF, the parties have caused this Amendment Agreement to be executed
by their respective officers thereunto duly authorized, as of the date first
above written.
LEXMARK
INTERNATIONAL, INC.
By:
/s/
Xxxxxxx X. Xxxxxx
Title:
Vice President
and Treasurer
LEXMARK
RECEIVABLES
CORPORATION
By:
/s/
Xxxxx X. Xxxxx
Title:
Assistant
Treasurer
