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 t
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