Exhibit 4.5
AMENDMENT TO
AMENDED AND
RESTATED RIGHTS AGREEMENT
The Amended and Restated Rights Agreement ("Agreement") dated as of February 11,
1999 by and between Lexmark International Group, Inc., a Delaware corporation
("Group"), and ChaseMellon Shareholder Services, L.L.C., a New Jersey limited
liability company, as Rights Agent, is amended as follows, effective as of the
open of business on December 2, 2002. All capitalized terms used but not defined
herein, shall have the meaning set forth in the Agreement.
1. Mellon Investor Services LLC, as successor to ChaseMellon Shareholder
Services, L.L.C., is removed as Rights Agent pursuant to Section 21 of the
Agreement by Lexmark International, Inc. (the "Company"), as successor to
Group, and the Bank of New York is appointed as successor Rights Agent and
vested with the same powers, rights, duties and responsibilities as if it
had been originally named as the Rights Agent.
2. All references in the Agreement and the exhibits thereto to "ChaseMellon
Shareholder Services, L.L.C." are changed to read "The Bank of New York."
All references in the Agreement to Group are changed to read "Lexmark
International, Inc."
3. The legend impressed on, printed on or otherwise affixed to the
certificates for shares of Common Stock pursuant to Section 3(c) of the
Agreement shall read substantially as follows, except that the Company may
use up any pre-printed certificates in inventory which bear the prior
legend:
"This certificate also evidences and entitles the holder hereof to certain
Rights as set forth in an Amended and Restated Rights Agreement between
Lexmark International, Inc., as successor to Lexmark International Group,
Inc., and The Bank of New York, as successor to ChaseMellon Shareholder
Services, L.L.C. (the "Rights Agreement"), the terms of which are hereby
incorporated herein by reference and a copy of which is on file at the
principal executive offices of Lexmark International, Inc. Under certain
circumstances, as set forth in the Rights Agreement, such Rights will be
evidenced by separate certificates and will no longer be evidenced by this
certificate. Lexmark International, Inc. will mail to the holder of this
certificate a copy of the Rights Agreement as in effect on the date of
mailing without charge within five Business Days after receipt of a written
request therefor. Under certain circumstances set forth in the Rights
Agreement, Rights beneficially owned by an Acquiring Person may become null
and void.
4. The address for notices and demands to the Rights Agent pursuant to Section
26 of the agreement shall be:
The Bank of New York
000 Xxxxxxx Xx., 00 Xxxx
Xxx Xxxx, XX 00000
Attn: Stock Transfer Administration
In witness whereof, the parties hereto have caused this Amendment to be duly
executed as of the date and year first written above.
LEXMARK INTERNATIONAL, INC. THE BANK OF NEW YORK
By: /s/ Xxxx X. Xxxxx By: /s/ Xxxxxxx Xxxxxx
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Name: Xxxx X. Xxxxx Name: Xxxxxxx Xxxxxx
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Title: Executive Vice President Title: Vice President
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and Chief Financial Officer
Acknowledged:
MELLON INVESTOR SERVICES LLC
By: /s/ Xxxxx X. Xxxxxxxxx
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Name: Xxxxx X. Xxxxxxxxx
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Title: Assistant Vice President
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