Exhibit 10.2


    

      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/
        Richard A. Pelini

                                          Title:
        Vice President
        and Treasurer

       

                                          LEXMARK
        RECEIVABLES
        CORPORATION

       

                                          By:
        /s/
        Bruce J. Frost

                                          Title:
        Assistant
        Treasurer