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Exhibit 10.2
EXECUTION VERSION
Amendment No. 7 to Purchase
and Contribution Agreement
AMENDMENT AGREEMENT (this “ Amendment
Agreement” ) dated as of October 2, 2009 between
Lexmark International, Inc. (the “ Seller” ) and
Lexmark Receivables Corporation (the “
Purchaser” ).
(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 by deleting Section 4.01(f) in its
entirety and inserting in lieu thereof the following:
(f) The balance sheets of the Seller and
its subsidiaries as at December 31, 2008, and the related
statements of income and retained earnings of the Seller and its
subsidiaries for the fiscal year then ended, copies of which have
been furnished to the Purchaser, and the balance sheets of the
Seller and its subsidiaries as at March 31, 2009, copies of which
have been furnished to the Purchaser, in each case, fairly present
the financial condition of the Seller and its subsidiaries as at
such date and the results of the operations of the Seller and its
subsidiaries for the period ended on such date, all in accordance
with GAAP consistently applied, and since March 31, 2009 there has
b
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