lxkexhibit102.htm


    


    Exhibit
      10.2

    


    


    Amendment
      No. 5 to Purchase and Contribution Agreement

    


    AMENDMENT
      AGREEMENT (this “Amendment
      Agreement”) dated as of October 5, 2007  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           The
      definition of   “Facility Termination Date”  in Section 1.01
      of  the Agreement is  amended by restating  clause (i) thereof to
      read as follows: (i) the “Facility Termination Date” (as defined in the Sale
      Agreement),.

    


    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 or by electronic mail in portable document format (.pdf) 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/ Richard
              A.
              Pelini	 
	 	 	Title: 
VP
&
              Treasurer	 
	 	 	 	 
	 	 	 	 


    

     

    
      	 	LEXMARK
              RECEIVABLES CORPORATION	 
	 	 	 	 
	 	 	 	 
	
               

            	
              By:
                

            	/s/ Bruce
              J. Frost	 
	 	 	Title: 
              Assistant Treasurer	 
	 	 	 	 
	 	 	 	 




    Pursuant
      to Section 5.01(m) of the Sale Agreement

    (as
      such
      term is defined in the Purchase and Contribution

    Agreement),
      each of the undersigned consents to the

    foregoing
      Amendment No. 5 dated as of October 5, 2007

    to
      the
      Purchase and Contribution Agreement

     

    
      	
              CITICORP
                NORTH
                AMERICA, INC.,

                as Program Agent and as an Investor
                Agent

            	 
	 	 	 	 
	 	 	 	 
	 	 	 	 
	
              By: 
                /s/ Junette
                M. Earl                

            	 
	Name:
              Junette M. Earl	 
	Title: 
Vice
              President	 
	 	 	 	 


    

     

    
      	
              THE
                BANK OF TOKYO-MITSUBISHI UFJ, LTD.,

                NEW YORK BRANCH, as an Investor
                Agent

            	 
	 	 
	 	 
	 	 	 	 
	
              By:
                /s/ Aditya
                Reddy                

            	 
	Name: 
              Aditya Reddy	 	 	 
	Title: 
              VP and Manager