Exhibit 10.2
Amendment to Purchase and Contribution Agreement
------------------------------------------------
AMENDMENT AGREEMENT (this "Amendment Agreement") dated as of October 17,
--------------------
2002 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 (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. Amendments. Upon the effectiveness of this Amendment Agreement,
----------
the Agreement is hereby amended as follows:
(a) The definition of "Credit Facility" in Section 1.01 of the Agreement is
---------------
amended in its entirety to read as follows:
"Credit Facility" means the Multicurrency Revolving Credit Agreement,
---------------
dated as of May 29, 2002, among the Seller, as borrower, the lenders
party thereto, Fleet National Bank, as administrative agent with Fleet
Securities, Inc. having acted as arranger, JPMorgan Chase Bank and
Citicorp USA, Inc. as co-syndication agents and Key Corporate Capital
Inc. and Suntrust Bank as co-documentation agents, as amended,
restated, modified or supplemented from time to time, and all
agreements, documents and instruments executed in connection therewith
together with any replacement facility or refinancing thereof entered
into by the Seller.
(b) The definition of "Excluded Receivables" in Section 1.01 of the
---------------------
Agreement is amended in its entirety to read as follows:
"Excluded Receivables" means the indebtedness of (i) KeyTronicEMS Co.,
--------------------
(ii) Compaq Computer Corporation or its successors and assigns, (iii)
any Obligor located outside of the fifty states of the United States
and the District of Columbia, but solely to the extent such
indebtedness arises from goods having a final destination or services
rendered exclusively outside of the fifty states of the United States
and the District of Columbia, and (iv) any Obligor of the managed
print services business of the Originator (formerly known as Lexmark
Solution Services) (but only with respect to such Obligor's
indebtedness to the Lexmark Solution Services business), in each case
resulting from the provision or sale of merchandise, insurance or
services by the Originator under a Contract.
(c) Section 7.01(e) of the Agreement is amended as follows:
(i) The amount "$25,000,000" is amended to read "$50,000,000."
(ii) The parenthetical immediately following the above-mentioned amount is
deleted in its entirety.
(d) The reference to the term "Material Subsidiary" in Section 7.01(g) of
--------------------
the Agreement is amended to read "Material Domestic Subsidiary."
(e) Exhibit A of the Agreement is replaced with Exhibit A attached hereto.
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/▇▇▇▇ ▇▇▇▇▇
----------------------------------
Title: Treasurer
LEXMARK RECEIVABLES CORPORATION
By: /s/▇▇▇▇ ▇▇▇▇▇
-----------------------------------
Title: Treasurer