Amendment No. 7 to Receivables Purchase Agreement

Exhibit 10.1

EXECUTION COPY

AMENDMENT AGREEMENT (this “Amendment”) dated as of October 1, 2010 among Lexmark Receivables Corporation (the “Seller”), Gotham Funding Corporation (“Gotham”), as an Investor, Fifth Third Bank (“Fifth Third”), as an Investor Agent and a Bank, The Bank of Tokyo-Mitsubishi UFJ, Ltd., New York Branch (“BTM”) (formerly known as The Bank of Tokyo-Mitsubishi Ltd., New York Branch), as Program Agent, an Investor Agent and a Bank, and Lexmark International, Inc. (“Lexmark”), as Collection Agent and Originator.

Preliminary Statements.

(1) The Seller, Gotham, BTM and Lexmark are parties to an Amended and Restated Receivables Purchase Agreement dated as of October 8, 2004 (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 may in the future sell Receivable Interests to the Investors and/or the Banks thereunder prior to the occurrence of the Facility Termination Date or the Commitment Termination Date, as applicable.

(2) Pursuant to a Group Assignment effective as of the date hereof, Fifth Third has become a party to the Agreement as a Bank and an Investor Agent.

(3) The parties hereto desire to make certain amendments to the Agreement and certain documents related thereto.

NOW, THEREFORE, the parties agree as follows:

SECTION 1. Amendments. Upon the effectiveness of this Amendment, the Agreement is hereby amended to incorporate the changes shown on the marked pages attached hereto as Annex A. After giving effect to such amendments set forth on Annex A, the Agreement (exclusive of the schedules and annexes thereto) shall read in full as set forth on Annex B attached hereto.

SECTION 2. Effectiveness. This Amendment shall become effective at such time that:

(i) executed counterparts of this Amendment have been delivered by each party hereto to each other party hereto;

(ii) the Program Agent shall have received duly executed copies of an amended and restated Fee Agreement in form and substance satisfactory to the Program Agent and the Investor Agents and dated as of the date hereof (the “A&R Fee Agreement”);

              (iii)      the Investor Agents shall have received payment of the Upfront Fee (as defined in the A&R Fee Agreement); and

              (iv)      the Program Agent shall have received certificates of the secretary or assistant secretary of the Seller and Lexmark as to the organizational documents, incumbency and resolutions or other evidence of authorization of the transactions contemplated by this Amendment, each in form and substance satisfactory to the Program Agent.

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).

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, 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 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 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 by facsimile or by electronic mail in portable document format (.pdf) shall be effective as delivery of a manually executed counterpart of this Amendment.

[Remainder of page intentionally blank]

IN WITNESS WHEREOF, the parties have caused this Amendment to be executed by their respective officers thereunto duly authorized, as of the date first above written.

LEXMARK RECEIVABLES CORPORATION

By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇

Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇

Title: Treasurer

LEXMARK INTERNATIONAL, INC.

By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇

Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇

Title: Treasurer

[Amendment No. 7 to Receivables Purchase Agreement]

THE BANK OF TOKYO-MITSUBISHI UFJ, LTD., NEW YORK BRANCH,

as Program Agent

By: /s/ ▇▇▇▇▇▇ ▇▇▇▇▇

Name: ▇▇▇▇▇▇ ▇▇▇▇▇

Title: Senior Vice President

THE BANK OF TOKYO-MITSUBISHI UFJ, LTD., NEW YORK BRANCH,

as an Investor Agent

By: /s/ ▇▇▇▇▇▇ ▇▇▇▇▇

Name: ▇▇▇▇▇▇ ▇▇▇▇▇

Title: Senior Vice President

THE BANK OF TOKYO-MITSUBISHI UFJ, LTD., NEW YORK BRANCH,

as a Bank

By: /s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇▇

Name: ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇▇

Title: Authorized Signatory

GOTHAM FUNDING CORPORATION,

as an Investor

By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇

Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇

Title: President

[Amendment No. 7 to Receivables Purchase Agreement]

FIFTH THIRD BANK

as an Investor Agent and a Bank

By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇

Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇

Title: Vice President

[Amendment No. 7 to Receivables Purchase Agreement]

ANNEX A

CHANGED PAGES TO

AMENDED AND RESTATED RECEIVABLES PURCHASE AGREEMENT

SEE ATTACHED.

[Amendment No. 7 to Receivables Purchase Agreement]

[CONFORMED COPY

OCTOBER 2, 2009] INCORPORATING AMENDMENTS NOS. 1-7

TO THE EXTENT EFFECTIVE AS OF OCTOBER 1, 2010

AMENDED AND RESTATED

RECEIVABLES PURCHASE AGREEMENT

Dated as of October 8, 2004

Among

LEXMARK RECEIVABLES CORPORATION

as the Seller

and

▇▇▇▇▇▇, LLC

and

GOTHAM FUNDING CORPORATION

as the InvestorsInvestor

and

CITIBANK, N.A.

and

THE BANK OF TOKYO – -MITSUBISHI UFJ, LTD.,

NEW YORK BRANCH

and

FIFTH THIRD BANK

as Banks

and

CITICORP NORTH AMERICA, INC.THE BANK OF TOKYO-MITSUBISHI UFJ, LTD.,

NEW YORK BRANCH

as the Program Agent

and

CITICORP NORTH AMERICA, INC.

and

THE BANK OF TOKYO – -MITSUBISHI UFJ, LTD.,

NEW YORK BRANCH

and

FIFTH THIRD BANK

as Investor Agents

TABLE OF CONTENTS

Page

PRELIMINARY STATEMENTS………………………………………........................………………………...1

ARTICLE I DEFINITIONS………………………………………………………………...........................……..21

SECTION 1.01 Certain Defined Terms…………………………………………...21

SECTION 1.02 Other Terms…………………………………………………..…...27

ARTICLE II AMOUNTS AND TERMS OF THE PURCHASES……………………………............................27

SECTION 2.01 Purchase Facility………………………………………………..…27

SECTION 2.02 Making Purchases………………………………………………...28

SECTION 2.03 Receivable Interest Computation………………………………...29

SECTION 2.04 Settlement Procedures ………………………………………...…30

SECTION 2.05 Fees……………………………………………………….......……3435

SECTION 2.06 Payments and Computations, Etc……………………………......35

SECTION 2.07 Dividing or Combining Receivable Interests…………………….35

SECTION 2.08 Increased Costs………………………………………………....…..36

SECTION 2.09 Additional Yield on Receivable Interests Bearing a

Eurodollar Rate……………………………………………...............…. 3637

SECTION 2.10 Taxes…………………………………………………………….........37

SECTION 2.11 Security Interest……………………………….....………………….38

SECTION 2.12 Sharing of Payments……………………………......………………..39

SECTION 2.13 Repurchase Option…………………………………........……………39

ARTICLE III CONDITIONS OF PURCHASES……………………………………….................................………..40

SECTION 3.01 Conditions Precedent to Initial Purchase…………………....……...40

SECTION 3.02 Conditions Precedent to All Purchases and Reinvestments.……...41

ARTICLE IV REPRESENTATIONS AND WARRANTIES………………………………..................................…..42

SECTION 4.01 Representations and Warranties of the Seller………………….......42

SECTION 4.02 Representations and Warranties of the Collection Agent………...45

ARTICLE V COVENANTS……………………………………………………………….....................................……..46

SECTION 5.01 Covenants of the Seller…………………………………………...........46

SECTION 5.02 Covenant of the Seller and the Originator…………........…………….52

ARTICLE VI ADMINISTRATION AND COLLECTION OF POOL RECEIVABLES......................................…......53

SECTION 6.01 Designation of Collection Agent………………………………............53

SECTION 6.02 Duties of Collection Agent…………………………………….............53

SECTION 6.03 Certain Rights of the Agents………………………….........………....55

SECTION 6.04 Rights and Remedies………………………………………….........…..56

SECTION 6.05 Further Actions Evidencing Purchases…………………………........56

SECTION 6.06 Covenants of the Collection Agent and the Originator…....……..5657

SECTION 6.07 Indemnities by the Collection Agent…………………………........….57

SECTION 6.08 Cash Collateral Account……………………………………..........……58

ARTICLE VII EVENTS OF TERMINATION…………………………………………...........................................…….5859

SECTION 7.01 Events of Termination …...............………………………………………5859

ARTICLE VIII THE PROGRAM AGENT…………………………………………...........................................…………...62

SECTION 8.01 Authorization and Action……………………………………….................62

SECTION 8.02 Program Agent’s Reliance, Etc…………………………...............………..62

SECTION 8.03 BTM and Affiliates…………………………………………….................…63

SECTION 8.04 Indemnification of Program Agent…………………................……………63

SECTION 8.05 Delegation of Duties………………………………………….......................63

SECTION 8.06 Action or Inaction by Program Agent....................................……………6364

SECTION 8.07 Notice of Events of Termination…………………………..................……6364

SECTION 8.08 Non-Reliance on Program Agent and Other Parties……………..................64

SECTION 8.09 Successor Program Agent……………………………………...................…..64

SECTION 8.10 Reports and Notices…………………………………........................………...6465

ARTICLE IX THE INVESTOR AGENTS……………………………………….................................................………….…...65

SECTION 9.01 Authorization and Action……………………………………............................65

SECTION 9.02 Investor Agent’s Reliance, Etc……………………………......................……..65

SECTION 9.03 Investor Agent and Affiliates………………………………......................…….66

SECTION 9.04 Indemnification of Investor Agents……………………………........................66

SECTION 9.05 Delegation of Duties………………………………………….........................…..66

SECTION 9.06 Action or Inaction by Investor Agent………………….....................…………66

SECTION 9.07 Notice of Events of Termination…………………...................................………6667

SECTION 9.08 Non-Reliance on Investor Agent and Other Parties…………….......................67

SECTION 9.09 Successor Investor Agent………………………………………..........................67

SECTION 9.10 Reliance on Investor Agent………………………...........................……………6768

ARTICLE X INDEMNIFICATION……………………………………………………....................................................………..68

SECTION 10.01 Indemnities by the Seller…………………………………........................……...68

ARTICLE XI MISCELLANEOUS…………………………………………………….....................................................………...70

SECTION 11.01 Amendments, Etc……………………………………………........................…...70

SECTION 11.02 Notices, Etc………………………………………….........................……………70

SECTION 11.03 Assignability……………………………………………............................……..70

SECTION 11.04 Costs, Expenses and Taxes………………………………….......................……72

SECTION 11.05 No Proceedings……………………………………………............................…..7273

SECTION 11.06 Confidentiality………………………………………………................................73

SECTION 11.07 GOVERNING LAW………………………………............................…………7374

SECTION 11.08 Execution in Counterparts……….......................………………………………..74

SECTION 11.09 Survival of Termination………………………….........................……………….74

SECTION 11.10 Consent to Jurisdiction…………………………………………...........................74

SECTION 11.11 WAIVER OF JURY TRIAL…………………………......................................7475

AMENDED AND RESTATED

RECEIVABLES PURCHASE AGREEMENT

Dated as of October 8, 2004

LEXMARK RECEIVABLES CORPORATION, a Delaware corporation (the “Seller”), ▇▇▇▇▇▇, LLC, a New York limited liability company, as an Investor (as defined herein), GOTHAM FUNDING CORPORATION, a Delaware corporation, as an Investor, CITIBANK, N.A., as a Bank (as defined herein), THE BANK OF TOKYO-MITSUBISHI UFJ, LTD., NEW YORK BRANCH, as a Bank (as defined herein) and an Investor Agent (as defined herein), CITICORP NORTH AMERICA, INC., a Delaware corporation (“CNAI”)FIFTH THIRD BANK, as a Bank and an Investor Agent, THE BANK OF TOKYO-MITSUBISHI UFJ, LTD., NEW YORK BRANCH, as program agent (the “Program Agent”) for the Investors and the Banks and as an Investor Agent, and LEXMARK INTERNATIONAL, INC., a Delaware corporation, as Collection Agent and Originator, agree as follows:

PRELIMINARY STATEMENTS.

(1) Seller has acquired, and may continue to acquire, Receivables from the Originator (as hereinafter defined), either by purchase or by contribution to the capital of the Seller, as determined from time to time by the Seller and the Originator. The Seller is prepared to sell undivided fractional ownership interests (referred to herein as “Receivable Interests”) in the Receivables (as such term is defined herein).

(2) The Seller, CNAI, the Originator, CIESCOGotham and CitibankBTM (as such terms are hereinafter defined) are parties to a certain an Amended and Restated Receivables Purchase Agreement dated as of October 22, 2001,8, 2004, as heretofore amended (as so amended, the “Original Agreement”), pursuant to which, on the terms and subject to the conditions set forth therein, CIESCOGotham may, in its sole discretion, purchase Receivable Interests and CitibankBTM is prepared to purchase such Receivable Interests.

(3) Gotham (as hereinafter defined) intends to, from time to time, purchase Receivable Interests (as hereinafter defined) and BTM (as hereinafter defined) is prepared to purchase such Receivable Interests, in each case on the terms set forth herein.

(4) The parties hereto wish to amend and restate in its entirety the Original Agreement to reflect, among other things, the purchase of Receivable Interests by Gotham and BTM and further amendments thereto agreed upon by the parties.Pursuant to a Group Assignment, Fifth Third Bank has become a party to the Original Agreement as a Bank and an Investor Agent.

NOW, THEREFORE, the parties hereto agree that the Original Agreement is amended and restated in its entirety as follows:

ARTICLE I

DEFINITIONS

SECTION 1.01 Certain Defined Terms. As used in this Agreement, the following terms shall have the following meanings (such meanings to be equally applicable to both the singular and plural forms of the terms defined):

“Additional Group” means each Eligible Investor, its Eligible Related Banks and its Investor Agent that becomes a party to this Agreement by entering into a Group Assignment or, if there is no Investor with respect to a Group, each Eligible Related Bank with respect to such Group and its Investor Agent, that becomes a party to this Agreement by entering into a Group Assignment.

“Adjusted Eurodollar Rate” means, for any Fixed Period, an interest rate per annum equal to the rate per annum obtained by dividing (i) the Eurodollar Rate for such Fixed Period by (ii) a percentage equal to 100% minus the Eurodollar Rate Reserve Percentage for such Fixed Period.

“Adverse Claim” means a lien, security interest or other charge or encumbrance, or any other type of preferential arrangement.

“Affected Person” has the meaning specified in Section 2.08(a).

“Affiliate” means, as to any Person, any other Person that, directly or indirectly, is in control of, is controlled by or is under common control with such Person or is a director or officer of such Person.

“Affiliated Obligor” means any Obligor that is an Affiliate of another Obligor.

“Agent” means any of the Program Agent or any Investor Agent and “Agents” means, collectively, the Program Agent and the Investor Agents.

“Allocation Percentage” means, at any time, the sum of the Receivable Interest percentages at such time, based on the information in the most recent Daily Report.

“Alternate Base Rate” means, on any date, a fluctuating rate of interest per annum equal to the higher of:

(a) the rate of interest most recently announced by The Bank of Tokyo-Mitsubishi UFJ, Ltd. in New York, New York as its Prime Rate; or

(b) the Federal Funds Rate most recently determined by BTM, plus 1.00%.

The Alternate Base Rate is not necessarily intended to be the lowest rate of interest determined by The Bank of Tokyo-Mitsubishi UFJ, Ltd. or BTM in connection with extensions of credit.

“Applicable Margin” means, at any time, a rate per annum equal to the greater of (1) the sum of (x) the rate appearing under the caption “Eurocurrency Spread” for the then applicable Index Debt Rating in the definition of “Applicable Rate” in the Credit Facility plus (y) 0.25% and (2) 2.50%.

“Asset Purchase Agreement” means (a) in the case of any Bank other than BTM, the asset purchase agreement entered into by such Bank concurrently with the Assignment and Acceptance pursuant to which it became party to this Agreement and (b) in the case of BTMwhich is a member of a Group which includes an Investor, the secondary market agreement, asset purchase agreement or other similar liquidity agreement entered into by such Bank for the benefit of its respective Investor, to the extent relating to the sale or transfer of interests in Receivable Interests, in each case as amended or modified from time to time.

“Assignee Rate” for any Fixed Period for any Receivable Interest means an interest rate per annum equal to the Eurodollar Rate for such Fixed Period plus (if such Receivable Interest is not held by Fifth Third) the Applicable Margin at such time plus the Eurodollar Rate for such Fixed Period; provided, however, that in case of:

(i) any Fixed Period on or prior to the first day of which an Investor or Bank shall have notified the Program Agent and each Investor Agent that the introduction of or any change in or in the interpretation of any law or regulation makes it unlawful, or any central bank or other governmental authority asserts that it is unlawful, for such Investor or Bank to fund such Receivable Interest at the Assignee Rate set forth above (and such Investor or Bank shall not have subsequently notified the Program Agent and each Investor Agent that such circumstances no longer exist),

(ii) other than with respect to a Fixed Period for the Fifth Third Group, any Fixed Period of one to (and including) 29 days (it being understood and agreed that this clause (ii) shall not be applicable to a Fixed Period for which Yield is to be computed by reference to the Eurodollar Rate that is intended to have a one-month duration but due solely to LIBOR interest period convention the duration thereof will be less than 30 days),

(iii) other than with respect to any Group with respect to which there is no Investor, any Fixed Period as to which the Program Agent and each Investor Agent does not receive notice, by no later than 12:00 noon (New York City time) on the third Business Day preceding the first day of such Fixed Period, that the related Receivable Interest will not be funded by the Investor in its Group through the issuance of commercial paper or

(iv) any Fixed Period for a Receivable Interest the Capital of which allocated to the Investors or the Banks is less than $500,000,

the “Assignee Rate” for such Fixed Period shall be an interest rate per annum equal to the Alternate Base Rate in effect from time to time during such Fixed Period; provided further that the Agents and the Seller may agree in writing from time to time upon a different “Assignee Rate”.

“Assignment and Acceptance” means (i) an assignment and acceptance agreement entered into by a Bank, an Eligible Assignee, such Bank’s Investor Agent and the Program Agent, pursuant to which such Eligible Assignee may become a party to this Agreement, in substantially the form of Annex D hereto or (ii) a Group Assignment.

“Bank Commitment” of any Bank means, (a) [Intentionally Omitted]with respect to Fifth Third, $25,000,000 or such amount as reduced or increased by any Assignment and Acceptance entered into among Fifth Third, another Bank, the Investor Agent for Fifth Third and the Program Agent, (b) with respect to BTM, $100,000,000 or such amount as reduced or increased by any Assignment and Acceptance entered into among BTM, another Bank, the Investor Agent for BTM and the Program Agent or (c) with respect to a Bank (other than BTM) that has entered into an Assignment and Acceptance, the amount set forth therein as such Bank’s Bank Commitment, in each case as such amount may be reduced or increased by an Assignment and Acceptance entered into among such Bank, an Eligible Assignee, the Investor Agent for such Bank and the Program Agent, and as may be further reduced (or terminated) pursuant to the next sentence. Any reduction (or termination) of the Purchase Limit pursuant to the terms of this Agreement shall reduce ratably (or terminate) each Bank’s Bank Commitment; provided that if the Investors (if any) and Banks in any Group (the “Departing Group”) shall determine not to extend the Commitment Termination Date or shall approve an extension of the Commitment Termination Date based on a reduced Investor Purchase Limit and/or Bank Commitment, as applicable, for their Group, then, if the Investors (if any) and the Banks in the other Groups shall nonetheless determine to extend the Commitment Termination Date, effective from such Commitment Termination Date, the Bank Commitment of each Bank in the Departing Group shall be terminated or reduced (ratably, or as otherwise mutually agreed by such Banks). Upon such termination or reduction, the Banks in the other Groups shall have the option of increasing their Bank Commitment by up to the full amount of such termination or reduction (the “Bank Commitment Increase Option”). If, within 30 days of notice from the Departing Group that the Departing Group intends to reduce or terminate its Bank Commitment, the Banks in the other Groups choose not to exercise the Bank Commitment Increase Option in full, the Seller shall be permitted to bring in other financial institutions as Banks and Investors hereunder under the terms herein for the remaining Bank Commitment amount.

“Bank Commitment Increase Option” has the meaning specified within the definition of “Bank Commitment” in this Section 1.01.

“Banks” means BTM and each Eligible Assignee that shall become a party to this Agreement pursuant to Section 11.03.

“BTM” means The Bank of Tokyo-Mitsubishi UFJ, Ltd., New York Branch, a Japanese banking corporation acting through its New York Branch.

“BTM Group” means Gotham, its Investor Agent and its Related Banks.

“Business Day” means any day on which (i) banks are not authorized or required to close in New York City, and (ii) if this definition of “Business Day” is utilized in connection with the Eurodollar Rate, dealings are carried out in the London interbank market.

“Capital” of any Receivable Interest means the original amount paid to the Seller for such Receivable Interest at the time of its purchase by an Investor or a Bank pursuant to this Agreement, or such amount divided or combined in accordance with Section 2.07, in each case reduced from time to time by Collections distributed on account of such Capital pursuant to Section 2.04(d); provided that if such Capital shall have been reduced by any distribution and thereafter all or a portion of such distribution is rescinded or must otherwise be returned for any reason, such Capital shall be increased by the amount of such rescinded or returned distribution, as though it had not been made.

“Cash Collateral Account” has the meaning specified in Section 6.08.

“Cash Collateral Agreement” has the meaning specified in Section 6.08.

“Cash Collateral Bank” has the meaning specified in Section 6.08.

“Cash Control Triggering Event” means the occurrence of any of the following: (i) (A) the Program Agent shall send a notice of an Event of Termination or (B) an Event of Termination under Section 7.01(g) shall occur, (ii) an Incipient Event of Termination shall occur pursuant to Section 7.01(c), (iii) there shall occur (in the Program Agent’s and each Investor Agent’s reasonable judgment) a material adverse change in collectibility of more than 20% of the Receivables in the Receivables Pool or (iv) a Level II Downgrade Event shall occur.

“▇▇▇▇▇▇” means ▇▇▇▇▇▇, LLC and any successor or assign of ▇▇▇▇▇▇ that is a receivables investment company which in the ordinary course of its business issues commercial paper or other securities to fund its acquisition and maintenance of receivables.

“Citibank” means Citibank, N.A., a national banking association.

“CNAI” has the meaning specified in the introductory paragraph hereof.

“Code” means the Internal Revenue Code of 1986, as amended from time to time.

“Collection Agent” means at any time the Person then authorized pursuant to Section 6.01 to administer and collect Pool Receivables.

“Collection Agent Default” means the occurrence of an Event of Termination described in Sections 7.01(a), 7.01(c), 7.01(e) or 7.01(g), in each case with respect to the Collection Agent.

“Collection Agent Fee” has the meaning specified in Section 2.05(a).

“Collection Delay Period” means 10 days.

“Collections” means, with respect to any Receivable, all cash collections and other cash proceeds of such Receivable, including, without limitation, all cash proceeds of Related Security with respect to such Receivable, and any Collection of such Receivable deemed to have been received pursuant to Section 2.04.

“Commitment Termination Date” means the earliest of (a) October 1, 2010,September 30, 2011, unless, prior to such date (or the date so extended pursuant to this clause), upon the Seller’s request, made not more than 90 nor less than 45 days prior to the then Commitment Termination Date, each Investor and, with respect to each such Investor, one or more of its Related Banks which, immediately after giving effect to such extension would have Bank Commitments in an aggregate amount equal to such Investor’s Investor Purchase Limit to be in effect immediately after giving effect to such extension, shall in their sole discretion consent and if there is no Investor with respect to any Group, each Bank within such Group, which consent shall be given not more than 30 days prior to the then Commitment Termination Date, to the extension of the Commitment Termination Date to the date occurring not more than 364 days after the then Commitment Termination Date; provided, however, that any failure of any Investor or Bank to respond to the Seller’s request for such extension shall be deemed a denial of such request by such Bank, (b) the Facility Termination Date (provided that if the Facility Termination Date shall occur solely under clause (d) of such defined term, the Commitment Termination Date shall occur only with respect to the Investor and Banks for which such Facility Termination Date occurred under clause (d)), (c) the date determined pursuant to Section 7.01, and (d) the date the Purchase Limit reduces to zero pursuant to Section 2.01(b).

“Concentration Limit” at any time means (x) for any Group A Obligor, 20%, (y) for any Group B Obligor, 10%, and (z) for any Group C Obligor 5%, or such other higher percentage (“Special Concentration Limit”) for such Obligor or Obligor Group designated by the Program Agent and each Investor Agent in a writing delivered to the Seller (with a copy to each of the other Agents); provided that in the case of an Obligor with any Affiliated Obligor, the Concentration Limit shall be calculated as if such Obligor and such Affiliated Obligor are one Obligor; provided further that the Program Agent and any Investor Agent may reduce or cancel any Special Concentration Limit upon three Business Days’ notice to the Seller (with a copy to each of the other Agents).

“Consolidated EBITDA” has the meaning set forth in such definition in the Credit Facility as in effect on the Second RPA Amendment Effective Date and any additional defined terms used in such definition shall have their meanings as in effect on the Second RPA Amendment Effective Date.

“Consolidated Interest Coverage Ratio” means, for any period, the ratio of (a) Consolidated EBITDA for such period to (b) Consolidated Interest Expense for such period.

“Consolidated Interest Expense” has the meaning set forth in such definition in the Credit Facility as in effect on the Second RPA Amendment Effective Date and any additional

amounts owed by it on the related Originator Receivable (whether such claim arises out of the same or a related transaction or an unrelated transaction) or (b) subject to any specific dispute, offset, counterclaim or defense whatsoever (except the discharge in bankruptcy of the Obligor thereof); provided that Diluted Receivables are calculated assuming that all chargebacks are resolved in the Obligor’s favor and do not include contractual adjustments to the amount payable by an Obligor that are eliminated from the Originator Receivables balance sold to the Seller through a reduction in the purchase price for the related Originator Receivable.

“Dilution Horizon Factor” means, as of any date, a ratio computed by dividing (i) the aggregate original Outstanding Balance of all Originator Receivables created by the Originator during the three most recently ended calendar months by (ii) the Outstanding Balance of Originator Receivables (other than Defaulted Receivables) as at the last day of the most recently ended calendar month.

“Dilution Percentage” means, as of any date, the product of (a) the sum of (i) the product of (x) 1.5, multiplied by (y) the average of the Dilution Ratios for each of the twelve most recently ended calendar months, plus (ii) the Dilution Volatility Ratio as at the last day of the most recently ended calendar month, multiplied by (b) the Dilution Horizon Factor as of such date.

“Dilution Ratio” means, as of any date, the ratio (expressed as a percentage) computed for the most recently ended calendar month by dividing (i) the aggregate amount of Originator Receivables which became Diluted Receivables during such calendar month by (ii) the aggregate Outstanding Balance (in each case, at the time of creation) of all Originator Receivables created during the third calendar month immediately preceding such calendar month.

“Dilution Reserve” means, for any Receivable Interest on any date $0, unless (i) a Dilution Reserve Trigger Event (but, (i) if no Level I Downgrade Event) shall have occurred and be continuing in which case the “Dilution Reserve” for each Receivable Interest on such date shall be, an amount equal to:

0.5 x ADR x NPRB

where:

ADR = the average Dilution Ratio for the twelve most recently ended months.

NRPB = the Net Receivables Pool Balance at the time of computation;

or (ii) if a Level I Downgrade Event shall have occurred and be continuing in which case the “Dilution Reserve” for each Receivable Interest on such date shall be, an amount equal to:

DP x NRPB

where:

DP = the Dilution Percentage for such Receivable Interest on such date.

NRPB = the Net Receivables Pool Balance at the time of computation.

“Dilution Reserve Trigger Event” means the Debt Rating of the Originator is rated lower than BBB by S&P or lower than Baa2 by ▇▇▇▇▇’▇ but no Level I Downgrade Event shall have occurred and be continuing.

“Dilution Volatility Ratio” means, as of any date, a ratio (expressed as a percentage) equal to the product of (a) the highest of the Dilution Ratios calculated for each of the twelve most recently ended calendar months minus the average of the Dilution Ratios for each of the twelve most recently ended calendar months, and (b) a ratio calculated by dividing the highest of the Dilution Ratios calculated for each of the twelve most recently ended calendar months by the average of the Dilution Ratios for each of the twelve most recently ended calendar months.

“Downgraded Loss Horizon Factor” means, as of any date, a ratio computed by dividing (i) the aggregate Outstanding Balance (in each case, at the time of creation) of all Originator Receivables created by the Originator during the four most recently ended calendar months by (ii) the Outstanding Balance of Originator Receivables (other than Defaulted Receivables) as at the last day of the most recently ended calendar month.

“Downgraded Loss Percentage” means, as of any date, the greatest of (a) the product of (i) two multiplied by (ii) the Downgraded Loss Horizon Factor as of the last day of the most recently ended calendar month multiplied by (iii) the highest of the Downgraded Loss Ratios for the twelve most recently ended calendar months, (b) four times the Concentration Limit applicable to Group C Obligors and (c) 20%.

“Downgraded Loss Ratio” means, as of any date, the average of the ratios (each expressed as a percentage) for each of the three most recently ended calendar months computed for each such month by dividing (a) the sum of the aggregate Outstanding Balance of Originator Receivables which were 91-120 days past due (or otherwise would have been classified during such month as Defaulted Receivables in accordance with clauses (ii) or (iii) of the definition of “Defaulted Receivables”) as at the last day of such month plus (without duplication) write-offs (which are less than 91 days past due) during such month, by (b) the aggregate Outstanding Balance (in each case, at the time of creation) of Originator Receivables created during the fourth preceding month.

“E-Mail Report” has the meaning specified in Section 6.02(g).

any Plan; (d) the incurrence by the Seller or any ERISA Affiliate of any liability under Title IV of ERISA with respect to the termination of any Plan; (e) the receipt by the Seller or any ERISA Affiliate from the PBGC or a plan administrator of any notice relating to an intention to terminate any Plan or Plans or to appoint a trustee to administer any Plan; (f) the incurrence by the Seller or any ERISA Affiliate of any liability with respect to the withdrawal or partial withdrawal form any Plan or Multiemployer Plan; or (g) the receipt by the Seller or any ERISA Affiliate of any notice, or the receipt by any Multiemployer Plan from the Seller or any ERISA Affiliate of any notice, concerning the imposition of Withdrawal Liability or a determination that a Multiemployer Plan is, or is expected to be, insolvent or in reorganization, within the meaning of Title IV of ERISA.

“Eurocurrency Liabilities” has the meaning assigned to that term in Regulation D of the Board of Governors of the Federal Reserve System, as in effect from time to time.

“Eurodollar Rate” means, for any Fixed Period, (a) with respect to the BTM Group, an interest rate per annum equal to the rate per annum at which deposits in U.S. dollars are offered by the principal office of The Bank of Tokyo Mitsubishi UFJ, Ltd. in London, England to prime banks in the London interbank market at 11:00 A.M. (London Time) two Business Days before the first day of such Fixed Period in an amount substantially equal to the Capital associated with such Fixed Period on such first day and for a period equal to such Fixed Period, (b) with respect to the Fifth Third Group, a fluctuating interest rate per annum (which shall be determined on each day during such Fixed Period) equal to the one-month Eurodollar Rate for U.S. dollar deposits as reported on Reuters Screen LIBOR01 Page or any other page that may replace such page from time to time for the purpose of displaying offered rates of leading banks for London interbank deposits in United States dollars, as of 11:00 A.M. (London time) on such day, or if such day is not a Business Day, then the immediately preceding Business Day (or if not so reported, then as determined by the Investor Agent of such Group from another recognized source for interbank quotation), in each case, changing when and as such rate changes and calculated as and when such rate changes for purposes of calculating Yield for such day during such Fixed Period, as applicable, and (c) with respect to any other Group, such rate as shall be agreed to in writing by the Seller, the Program Agent and the Investor Agent with respect to such Group.

“Eurodollar Rate Reserve Percentage” of any Investor or Bank for any Fixed Period in respect of which Yield is computed by reference to the Eurodollar Rate means the reserve percentage applicable two Business Days before the first day of such Fixed Period under regulations issued from time to time by the Board of Governors of the Federal Reserve System (or any successor) (or if more than one such percentage shall be applicable, the daily average of such percentages for those days in such Fixed Period during which any such percentage shall be so applicable) for determining the maximum reserve requirement (including, without limitation, any emergency, supplemental or other marginal reserve requirement) for such Investor or Bank with respect to liabilities or assets consisting of or including Eurocurrency Liabilities (or with respect to any other category of liabilities that includes deposits by reference to which the interest rate on Eurocurrency Liabilities is determined) having a term equal to such Fixed Period.

“Event of Termination” has the meaning specified in Section 7.01.

“Excluded Receivables” means the indebtedness of (i) KeyTronicEMS Co., (ii) 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, (iii) 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) and (iv) any Obligor of the managed print services business of the Originator in connection with Lexmark Financial Services, LLC (but only with respect to such Obligor’s indebtedness to the Originator in connection with the managed print services business), in each case resulting from the provision or sale of merchandise, insurance or services by the Originator under a Contract.

“Facility Termination Date” means, unless extended, the earliest of (a) October 1, 2010September 30, 2011 or (b) the date determined pursuant to Section 7.01 or (c) the date the Purchase Limit reduces to zero pursuant to Section 2.01(b) or (d) the date the Asset Purchase Agreement of any Bank expires without being renewed (provided that under this clause (d), the Facility Termination Date shall occur solely with respect to the Investors and Banks in such Bank’s Group).

“Federal Funds Rate” means, for any period, a fluctuating interest rate per annum equal (for each day during such period) to:

(a) the weighted average of the rates on overnight federal funds transactions with members of the Federal Reserve System arranged by federal funds brokers, as published for such day (or, if such day is not a Business Day, for the next preceding Business Day) by the Federal Reserve Bank of New York; or

(b) if such rate is not so published for any day which is a Business Day, the average of the quotations for such day on such transactions received by BTM from three federal funds brokers of recognized standing selected by it.

“Fee Agreements” has the meaning specified in Section 2.05(b).

“Fees” has the meaning specified in Section 2.05(b).

“Fifth Third” means Fifth Third Bank.

“Fifth Third Group” means Fifth Third, its Investor Agent and each other Related Bank in such Group.

“Fixed Period” means, with respect to any Receivable Interest:

(a) in the case of any Fixed Period in respect of which Yield is computed by reference to the Investor Rate, each successive period commencing on each CP

Fixed Period Date for such Receivable Interest and ending on the next succeeding CP Fixed Period Date for such Receivable Interest; and

(b) in the case of any Fixed Period in respect of which Yield is computed by reference to the Assignee Rate (other than a Receivable Interest held by Fifth Third), each successive period of from one to and including 29 days, or a period of one, two or three months, as the Seller shall select and the Investor Agent for the relevant Investor or Bank may approve on notice by the Seller received by such Investor Agent (including notice by telephone, confirmed in writing) not later than 11:00 A.M. (New York City time) on (A) the day which occurs three Business Days before the first day of such Fixed Period (in the case of Fixed Periods in respect of which Yield is computed by reference to the Eurodollar Rate) or (B) the first day of such Fixed Period (in the case of Fixed Periods in respect of which Yield is computed by reference to the Alternate Base Rate), each such Fixed Period for such Receivable Interest to commence on the last day of the immediately preceding Fixed Period for such Receivable Interest (or, if there is no such Fixed Period, on the date of purchase of such Receivable Interest), except that if such Investor Agent shall not have received such notice, or such Investor Agent and the Seller shall not have so mutually agreed, before 11:00 A.M. (New York City time) on such day, such Fixed Period shall be one day; and

(c) in the case of any Fixed Period in respect of a Receivable Interest held by Fifth Third each successive period consisting initially of the period commencing on the date of purchase of such Receivable Interest and ending on the last day of the calendar month in which such purchase occurred, and thereafter each period commencing on the last day of a calendar month and ending on the last day of the next calendar month;

provided, however, that:

(i) any Fixed Period (other than of one day) which would otherwise end on a day which is not a Business Day shall be extended to the next succeeding Business Day (provided, however, if Yield in respect of such Fixed Period is computed by reference to the Eurodollar Rate (other than a Receivable Interest held by Fifth Third), and such Fixed Period would otherwise end on a day which is not a Business Day, and there is no subsequent Business Day in the same calendar month as such day, such Fixed Period shall end on the next preceding Business Day);

(ii) in the case of any Fixed Period of one day, (A) if such Fixed Period is the initial Fixed Period for a Receivable Interest, such Fixed Period shall be the day of the purchase of such Receivable Interest; (B) any subsequently occurring Fixed Period which is one day shall, if the immediately preceding Fixed Period is more than one day, be the last day of such immediately preceding Fixed Period and, if the immediately preceding Fixed Period is one day, be the day next following such immediately preceding Fixed Period; and (C) if such Fixed Period occurs

on a day immediately preceding a day which is not a Business Day, such Fixed Period shall be extended to the next succeeding Business Day; and

(iii) in the case of any Fixed Period for any Receivable Interest which commences before the Termination Date for such Receivable Interest and would otherwise end on a date occurring after such Termination Date, such Fixed Period shall end on such Termination Date and the duration of each Fixed Period which commences on or after the Termination Date for such Receivable Interest shall be of such duration (including, without limitation, one day) as shall be selected by the Program Agent with the consent of the Investor Agents (or, if such Termination Date occurs solely as a result of the occurrence of a Facility Termination Date under clause (d) of the defined term Facility Termination Date for less than all the Groups, as shall be selected by the Investor Agent for the Investor and Banks for which such Facility Termination Date under clause (d) is applicable) or, in the absence of any such selection, each period of thirty days from the last day of the immediately preceding Fixed Period.

“Funds Transfer Letter” means a letter in substantially the form of Annex E hereto executed and delivered by the Seller to the Program Agent and the Investor Agents, as the same may be amended or restated in accordance with the terms thereof.

“GAAP” means generally accepted accounting principles in the United States of America.

“Gotham” means Gotham Funding Corporation, a Delaware corporation and any successor or assign of Gotham which in the ordinary course of its business issues commercial paper or other securities.

“Government Obligor” means an Obligor which is the federal government of the United States of America or a subdivision or agency thereof.

“Group” means (a) with respect to Gotham, its Investor Agent, its Related Banks and Gotham, and (b) with respect to each other Investor, its Investor Agent, its Related Banks and such Investorthe BTM Group, (b) the Fifth Third Group and (c) each other Investor and its Related Banks, or, if there is no Investor in a Group, each Related Bank with respect to such Group, and in either case, the Investor Agent for such Investors and/or Related Banks.

“Group Assignment” means an assignment and acceptance agreement entered into by an Investor (if any), its Related Banks, its Investor Agent, an Eligible Investor (if any), its Eligible Related Banks, its Investor Agent and the Program Agent, pursuant to which such Eligible Investor (if any), Eligible Related Banks and Investor Agent may become parties to this Agreement, in form and substance satisfactory to the parties thereto and the Seller.

“Group A Obligor” means any Obligor whose (or if such Obligor is a subsidiary of another Person, whose ultimate parent’s) unsecured short-term senior non-credit-enhanced

debt, is rated no lower than A-1 by S&P and P-1 by ▇▇▇▇▇’▇, if such rating exists, or if such Obligor’s unsecured short-term senior non-credit-enhanced debt is not rated by either S&P or ▇▇▇▇▇’▇, such Obligor’s Debt Rating, if such rating exists, is no lower than A by S&P and A2 by ▇▇▇▇▇’▇; provided, that if none of the foregoing ratings exist, such Obligor shall not be a “Group A Obligor”.

“Group B Obligor” means any Obligor (i) which is not a Group A Obligor and (ii) whose (or if such Obligor is a subsidiary of another Person, whose ultimate parent’s) unsecured short-term senior non-credit-enhanced debt is rated no lower than A-3 by S&P and P-3 by ▇▇▇▇▇’▇, if such rating exists, or if such Obligor’s unsecured short-term senior non-credit-enhanced debt is not rated by either S&P or ▇▇▇▇▇’▇, such Obligor’s Debt Rating is no lower than BBB- by S&P and Baa3 by ▇▇▇▇▇’▇; provided, that if none of the foregoing ratings exist, such Obligor shall not be a “Group B Obligor”.

“Group C Obligor” means any Obligor which is not a Group A Obligor or a Group B Obligor.

“Incipient Event of Termination” means an event that but for notice or lapse of time or both would constitute an Event of Termination.

“Indemnified Party” has the meaning specified in Section 10.01.

“Insurance Agreement” means a credit insurance policy naming the Seller as the insured that insures payment of Receivables (within certain credit limits) due from certain specified Obligors.

“Insurance Provider” means, with respect to an Insurance Agreement, the insurance company providing insurance thereunder.

“Insured Obligor” means each Obligor whose Receivables are insured pursuant to an Insurance Agreement.

“Insured Receivable” means a Receivable due from an Insured Obligor.

“Insured Receivable Default” means, with respect to an Insured Receivable, an event (such as non payment of such Receivable or bankruptcy of the Obligor thereon) which entitles the Seller to submit a claim for loss under the Insurance Agreement.

“Investor” means Gotham or an Eligible Investor that shall become a party to this Agreement pursuant to Section 11.03 and all other owners by assignment or otherwise of a Receivable Interest originally purchased by Gotham or such Eligible Investor and, to the extent of the undivided interests so purchased, shall include any participants.

“Investor Agent” means (a) with respect to Gotham and its Related Banks, BTM or any successor investor agent designated by such parties, andthe BTM Group, BTM, (b) with respect to the Fifth Third Group, Fifth Third, and (c) with respect to any other Investor and its Related BanksGroup, the Investor Agent named in the related Group Assignment or, in each

case, any successor investor agent designated by such partiesthe Investors, if any, and Related Banks within a Group.

“Investor Agent’s Account” means (a) with respect to Gotham and its Related Banks, the special account (account number 310035147) of their Investor Agent maintained at the office of BTM at 1251 Avenue of the Americas, New York, New York, or such other account as such Investor Agent shall designate in writing to the Seller, the Collection Agent and the Program Agent, and (b) with respect to any other Investor and its Related Banks, the special account of their Investor Agent maintained at the office of their Investor Agent identified in the related Group Assignment, or such other account as such Investor Agent shall designate in writing to the Seller, the Collection Agent and the Program Agent.

“Investor Purchase Limit” means (a) with respect to the Group which contains Gotham and its Related Banks, $100,000,000, as such amount may be reduced or increased pursuant to any Group Assignment entered into by such Group and (b) with respect to any Additional Group, the amount set forth in the Group Assignment pursuant to which such Group became party to this Agreement, as such amount may be reduced or increased pursuant to any further Group Assignment entered into by such Group. Any reduction (or termination) of the Purchase Limit pursuant to the terms of this Agreement shall reduce ratably (or terminate) each Group’s Investor Purchase Limit; provided, that if any Departing Group shall determine not to extend the Commitment Termination Date or shall approve an extension of the Commitment Termination Date based on a reduced Investor Purchase Limit for their Group, then, if the Investors and Banks in the other Groups shall nonetheless determine to extend the Commitment Termination Date, effective from such Commitment Termination Date, the Investor Purchase Limit of the Departing Group shall be so terminated or reduced. Upon such termination or reduction, the Banks in the other Groups shall have the option of increasing their Investor Purchase Limit by up to the full amount of such termination or reduction (the “Investor Purchase Limit Increase Option”). If, within 30 days of notice from the Departing Group that the Departing Group intends to reduce or terminate its Investor Purchase Limit, the Banks in the other Groups choose not to exercise the Investor Purchase Limit Increase Option in full, the Seller shall be permitted to bring in other financial institutions as Banks and Investors hereunder under the terms herein for the remaining Investor Purchase Limit amount.

“Investor Purchase Limit Increase Option” has the meaning specified within the definition of “Investor Purchase Limit” in this Section 1.01.

“Investor Rate” means for any Fixed Period for any Receivable Interest:

(a) with respect to any Investor other than Gotham, the rate set forth in the related Group Assignment as such Investor’s “Investor Rate”;

commercial paper, to the extent such commissions are allocated, in whole or in part, to such commercial paper by Gotham; provided, however, that if any component of such rate is a discount rate, in calculating the Investor Rate with respect to Gotham, shall for such component use the rate resulting from converting such discount rate to an interest bearing equivalent rate per annum.

“Level I Downgrade Event” means the Debt Rating of the Originator is rated lower than BBB- by S&P or lower than Baa3 by ▇▇▇▇▇’▇ (and includes each Level II Downgrade Event).

“Level II Downgrade Event” means the Debt Rating of the Originator is rated lower than BB by S&P or lower than Ba2 by ▇▇▇▇▇’▇.

“LIBOR” means the London Interbank Offered Rate.

“Liquidation Day” means, for any Receivable Interest,(i) each day during a Fixed Period for such Receivable Interest on which the conditions set forth in Section 3.02 are not satisfied, and (ii) each day which occurs on or after the Termination Date for such Receivable Interest.

“Liquidation Fee” means, for (i) any Fixed Period for which Yield is computed by reference to the Investor Rate and a reduction of Capital is made for any reason in any amount on any day other than a Settlement Date or (ii) any Fixed Period for which Yield is computed by reference to the Eurodollar Rate (other than a Receivable Interest held by Fifth Third) and a reduction of Capital is made for any reason on any day other than the last day of such Fixed Period, the amount, if any, by which (A) the additional Yield (calculated without taking into account any Liquidation Fee or any shortened duration of such Fixed Period pursuant to clause (iii) of the definition thereof) which would have accrued from the date of such repayment to the last day of such Fixed Period (or, in the case of clause (i) above, the maturity of the underlying commercial paper tranches) on the reductions of Capital of the Receivable Interest relating to such Fixed Period had such reductions remained as Capital, exceeds (B) the income, if any, received by the Investors or the Banks which hold such Receivable Interest from the investment of the proceeds of such reductions of Capital.

“Liquidation Period” means the period commencing on the day following the last day of the Revolving Period and ending on the later of the Facility Termination Date and the date on which no Capital of or Yield on any Receivable Interest shall be outstanding and all other amounts owed by the Seller to the Investors, the Banks, the Investor Agents, the Program Agent and the Collection Agent shall be paid in full.

“Lock-Box Account” means a post office box administered by a Lock-Box Bank or an account maintained at a Lock-Box Bank, in each case for the purpose of receiving Collections.

“Lock-Box Agreement” means an agreement, in substantially the form of Annex B.

“Lock-Box Bank” means any of the banks holding one or more Lock-Box Accounts.

“Loss Percentage” means, for any Receivable Interest on any date, the greatest of (i) three times the Default Ratio as of the most recently ended calendar month, (ii) four times the Concentration Limit applicable to Group C Obligors and (iii) 20%.

“Loss Horizon Factor” means, as of any date, a ratio computed by dividing (i) the aggregate Outstanding Balance (in each case, at the time of creation) of all Originator Receivables created by the Originator during the four most recently ended calendar months by (ii) the Outstanding Balance of Originator Receivables (other than Defaulted Receivables) as at the last day of the most recently ended calendar month.

“Loss Percentage” means, as of any date, the greatest of (a) the product of (i) two multiplied by (ii) the Loss Horizon Factor as of the last day of the most recently ended calendar month multiplied by (iii) the highest of the Downgraded Loss Ratios for the twelve most recently ended calendar months, (b) four times the Concentration Limit applicable to Group C Obligors and (c) 20%.

“Loss Ratio” means, as of any date, the average of the ratios (each expressed as a percentage) for each of the three most recently ended calendar months computed for each such month by dividing (a) the sum of the aggregate Outstanding Balance of Originator Receivables which were 91-120 days past due (or otherwise would have been classified during such month as Defaulted Receivables in accordance with clauses (ii) or (iii) of the definition of “Defaulted Receivables”) as at the last day of such month plus (without duplication) write-offs (which are less than 91 days past due) during such month, by (b) the aggregate Outstanding Balance (in each case, at the time of creation) of Originator Receivables created during the fourth preceding month.

“Loss-to-Liquidation Ratio” means the ratio (expressed as a percentage) computed as of the last day of each calendar month by dividing (i) the aggregate Outstanding Balances (as of the last day of each of the three most recently ended calendar months (including the calendar month then ending)) of all Originator Receivables written off by the Originator or the Seller, or which should have been written off by the Originator or the Seller in accordance with the Credit and Collection Policy, during each such calendar month by (ii) the aggregate amount of Collections of Originator Receivables actually received during such three calendar month period.

“Loss Reserve” means, for any Receivable Interest on any date (i) on which no Level I Downgrade Event shall have occurred and be continuing, an amount equal to

▇▇ ▇ ▇▇▇▇

where:

LP = the Loss Percentage for such Receivable Interest on such date.

▇▇▇▇ = the Outstanding Balance of Eligible Receivables calculated at the close of business of the Collection Agent on such date; or

(ii) following the occurrence and during the continuation of a Level I Downgrade Event, an amount equal to

DLP x ▇▇▇▇

where:

DLP = the Downgraded Loss Percentage for such Receivable Interest on such date.

▇▇▇▇ = the Outstanding Balance of Eligible Receivables calculated at the close of business of the Collection Agent on such date.

“Monthly Report” means a report in substantially the form of Annex A-1 hereto and containing such additional information as the Program Agent or any Investor Agent may reasonably request from time to time, furnished by the Collection Agent to the Program Agent and each Investor Agent pursuant to Section 6.02(g)(i).

“Multiemployer Plan” means a Multiemployer plan as defined in Section 4001(a)(3) of ERISA.

“Moody’s” means ▇▇▇▇▇’▇ Investors Service, Inc.

“Net Receivables Pool Balance” means at any time the Outstanding Balance of Eligible Receivables then in the Receivables Pool reduced by the sum of (i) the aggregate amount by which the Outstanding Balance of Eligible Receivables of each Obligor then in the Receivables Pool exceeds the product of (A) the Concentration Limit for such Obligor multiplied by (B) the Outstanding Balance of the Eligible Receivables then in the Receivables Pool, (ii) the aggregate amount of Collections on hand at such time for payment on account of any Eligible Receivables, the Obligor of which has not been identified, (iii) the aggregate Outstanding Balance of all Eligible Receivables in respect of which any credit memo issued by the Originator or the Seller is outstanding at such time to the extent deemed Collections have not been paid pursuant to Section 2.04(e), and (iv) the aggregate amount by which the Outstanding Balance of Eligible Receivables the Obligor of which is a Government Obligor exceeds three percent of the Outstanding Balance of Eligible Receivables then in the Receivables Pool.

“Obligor” means a Person obligated to make payments pursuant to a Contract.

“Obligor Group” means the Group A Obligors, Group B Obligors or the Group C Obligors.

“Original Agreement” has the meaning specified in the Preliminary Statements.

“Originator” means Lexmark International, Inc., a Delaware corporation.

“Originator Purchase Agreement” means the Purchase and Contribution Agreement dated as of the date of this Agreement between the Originator, as seller, and the Seller, as purchaser, as the same may be amended, modified or restated from time to time.

“Originator Receivable” means the indebtedness of any Obligor resulting from the provision or sale of merchandise, insurance or services by the Originator under a Contract (other than Excluded Receivables), and includes the right to payment of any interest or finance charges and other obligations of such Obligor with respect thereto.

“Other Companies” means the Originator and all of its Subsidiaries except the Seller.

“Outstanding Balance” of any Receivable at any time means the then outstanding principal balance thereof.

“PBGC” means the Pension Benefit Guaranty Corporation referred to and defined in ERISA and any successor entity performing similar functions.

“Percentage” of any Bank means, (a) [Intentionally Omitted], (b) with respect to BTM and Fifth Third, the percentage set forth for such Bank on the signature page to this Agreement, or such amount as reduced or increased by any Assignment and Acceptance entered into with an Eligible Assignee, or (cb) with respect to a Bank that has entered into an Assignment and Acceptance, the amount set forth therein as such Bank’s Percentage, or such amount as reduced or increased by an Assignment and Acceptance entered into between such Bank and an Eligible Assignee.

“Person” means an individual, partnership, corporation (including a business trust), limited liability company, joint stock company, trust, unincorporated association, joint venture or other entity, or a government or any political subdivision or agency thereof.

“Plan” means any employee pension benefit plan (other than a Multiemployer Plan) subject to the provisions of Title IV of ERISA or Section 412 of the Code or Section 302 of ERISA, and in respect of which the Seller or any ERISA Affiliate is (or, if such plan were terminated, would under Section 4069 or ERISA be deemed to be) an “employer” as defined in Section 3(5) of ERISA.

“Pool Non-compliance Date” means any day on which the Net Receivables Pool Balance as shown in the most recent Monthly Report (prior to a Level I Downgrade Event), Weekly Report (following a Level I Downgrade Event but prior to a Level II Downgrade Event) or Daily Report (following a Level II Downgrade Event) is less than the Required Net Receivables Pool Balance.

“Pool Receivable” means a Receivable in the Receivables Pool.

“Program Agent” has the meaning specified in the introductory paragraph hereof.

“Purchase Limit” means $100,000,000,125,000,000, as such amount may be reduced pursuant to the immediately succeeding sentence or Section 2.01(b). In the event that the Facility Termination Date shall occur solely under clause (d) of such defined term, then on such Facility Termination Date the Purchase Limit shall be reduced by the aggregate Bank Commitments of the Banks in the Group for which such Facility Termination Date has occurred (as such Bank Commitments were in effect immediately prior to such Facility Termination Date), except that the Purchase Limit may be increased by the additional Bank Commitments of Banks in the other Groups and/or other financial institutions as provided under the definition of “Bank Commitment.” References to the unused portion of the Purchase Limit shall mean, at any time, the Purchase Limit, as then reduced pursuant to Section 2.01(b), minus the then outstanding Capital of Receivable Interests under this Agreement.

“Purchaser Collections” means, as of any Deposit Date, that portion of the Collections deposited to the Lock-Box Accounts on such date or received by the Collection Agent on such date equal to the product of (i) the Allocation Percentage on such date times (ii) the aggregate amount of such Collections.

“Receivable” means any Originator Receivable which has been acquired by the Seller from the Originator by purchase or by capital contribution pursuant to the Originator Purchase Agreement.

“Receivable Interest” means, at any time, an undivided percentage ownership interest in (i) all then outstanding Pool Receivables arising prior to the time of the most recent computation or recomputation of such undivided percentage interest pursuant to Section 2.03, (ii) all Related Security with respect to such Pool Receivables, and (iii) all Collections with respect to, and other proceeds of, such Pool Receivables. Such undivided percentage interest shall be computed as

C + YFR + LR + DR

NRPB

where:

C = the Capital of such Receivable Interest at the time of computation.

YFR = the Yield and Fee Reserve of such Receivable Interest at the time of computation.

LR = the Loss Reserve of such Receivable Interest at the time of computation.

DR = the Dilution Reserve of such Receivable Interest at the time of computation.

NRPB = the Net Receivables Pool Balance at the time of computation.

Each Receivable Interest shall be determined from time to time pursuant to the provisions of Section 2.03.

“Receivables Pool” means at any time the aggregation of each then outstanding Receivable in respect of which the Obligor is a Designated Obligor at such time or was a Designated Obligor on the date of the initial creation of an interest in such Receivable under this Agreement.

“Related Bank” means (a) with respect to Gotham, BTM, each Bank which has entered into an Assignment and Acceptance with BTM to be a Bank with respect to the BTM Group, and each assignee (directly or indirectly) of any such Bank, which assignee has entered into an Assignment and Acceptance to be a Bank with respect to the BTM Group, and (b) with respect to each other Investor, each Eligible Related Bank identified in the Group Assignment pursuant to which such Investor became a party to this Agreement or, if there is no Investor with respect to a Group, each Eligible Related Bank identified in the Group Assignment pursuant to which such Group became an Additional Group under this Agreement, and, in either case, each Bank which has entered into an Assignment and Acceptance with each such Eligible Related Bank to be a Bank with respect to such Eligible Related Bank’s Group, and each assignee (directly or indirectly) of any such Bank, which assignee has entered into an Assignment and Acceptance to be a Bank with respect to such Eligible Related Bank’s Group.

“Related Security” means with respect to any Receivable

(i) all of the Seller’s interest in any merchandise (including returned merchandise) relating to any sale giving rise to such Receivable;

(ii) all security interests or liens and property subject thereto from time to time purporting to secure payment of such Receivable, whether pursuant to the Contract related to such Receivable or otherwise, together with all financing statements filed against an Obligor describing any collateral securing such Receivable;

(iii) all guaranties, insurance and other agreements or arrangements of whatever character from time to time supporting or securing payment of such Receivable whether pursuant to the Contract related to such Receivable or otherwise; and

(iv) the Contract and all other books, records and other information (including, without limitation, computer programs, tapes, discs, punch cards, data processing software and related property and rights) relating to such Receivable and the related Obligor.

“Repurchase Date” has the meaning specified in Section 2.13.

“Required Net Receivables Pool Balance” means, as of any day, the sum of (i) the aggregate Reserves for all Receivable Interests calculated as of such day, plus (ii) the aggregate outstanding Capital for all Receivable Interests as of such day. For purposes of such calculation,

Capital shall be reduced by the aggregate amount of funds then held in the Cash Collateral Account, and (to the extent applicable) the Reserves shall be computed on such reduced Capital.

“Reserves” means, with respect to any Receivable Interest as of any day, the sum of the Yield and Fee Reserve, the Loss Reserve and the Dilution Reserve for such Receivable Interest as of such day.

“Responsible Financial Officer” means, for any Person, its chief financial officer, controller, treasurer or assistant treasurer.

“Revolving Period” means the period beginning on the date of the initial purchase hereunder and terminating at the close of business on the Business Day immediately preceding the date on which the Termination Date shall have occurred for all Receivable Interests.

“S&P” means Standard and Poors, a division of The ▇▇▇▇▇▇-▇▇▇▇ Companies, Inc.

“SEC” means the Securities and Exchange Commission.

“Second RPA Amendment Effective Date” means October 6, 2006.

“Seller” has the meaning specified in the introductory paragraph hereof.

“Seller Collections” means, with respect to any Deposit Date, that portion of the Collections deposited to the Lock-Box Accounts on such date or received by the Collection Agent on such date equal to the product of (i) 100% minus the Allocation Percentage on such date times (ii) the aggregate amount of such Collections.

“Seller Report” means a Monthly Report, a Weekly Report or a Daily Report.

“Settlement Date” for any Receivable Interest means the 15th day of each calendar month, or, if such day is not a Business Day, the first Business Day after such 15th day.

“Subsidiary” means any corporation or other entity of which securities having ordinary voting power to elect a majority of the board of directors or other persons performing similar functions are at the time directly or indirectly owned by the Seller or the Originator, as the case may be, or one or more Subsidiaries, or by the Seller or the Originator, as the case may be, and one or more Subsidiaries.

“Tangible Net Worth” means at any time the excess of (i) the sum of (a) the product of (x) 100% minus the Discount (as such term is defined in the Originator Purchase Agreement) multiplied by (y) the Outstanding Balance of all Receivables other than Defaulted Receivables plus (b) cash and cash equivalents of the Seller plus (c) the outstanding principal amount of Purchaser Loans (as such term is defined in the Originator Purchase Agreement), minus (ii) the sum of (a) Capital plus (b) the Deferred Purchase Price.

“Taxes” has the meaning specified in Section 2.10.

“Termination Date” for any Receivable Interest means (i) in the case of a Receivable Interest owned by an Investor, the earlier of (a) the Business Day which the Seller or the Investor Agent for such Investor so designates by notice to the other (with a copy to the Program Agent and the other Investor Agents) at least one Business Day in advance for such Receivable Interest and (b) the Facility Termination Date and (ii) in the case of a Receivable Interest owned by a Bank, the earlier of (a) the Business Day which the Seller so designates by notice to the Program Agent and the Investor Agents at least one Business Day in advance for such Receivable Interest and (b) the Commitment Termination Date.

“Transaction Document” means any of this Agreement, the Originator Purchase Agreement, the Lock-Box Agreement, the Cash Collateral Agreement, the Fee Agreements and all amendments to any of the foregoing and all other agreements and documents delivered and/or related hereto or thereto.

“UCC” means the Uniform Commercial Code as from time to time in effect in the specified jurisdiction.

“Week” means each calendar week beginning on Monday and ending on (and including) the following Sunday.

“Weekly Report” means a report in substantially the form of Annex A-2 hereto and containing such additional information as the Program Agent or any Investor Agent may reasonably request from time to time, furnished by the Collection Agent to the Program Agent and each Investor Agent pursuant to Section 6.02(g)(ii) following the occurrence of a Level I Downgrade Event.

“Withdrawal Liability” means liability to a Multiemployer Plan as a result of a complete or partial withdrawal from such Multiemployer Plan, as such terms are defined in Part I of Subtitle E of Title IV of ERISA.

“Yield” means:(i) for each Receivable Interest for anyeach Fixed Period:

(i) for each day during such Fixed Period to the extent an Investor will be funding its portion of such Receivable Interest through the issuance of commercial paper or other promissory notes,

IR x C x ED + LF

360

(ii) for each Receivable Interest for anyday during such Fixed Period to the extent (x) an Investor will not be funding its portion of such Receivable Interest through the issuance of commercial paper or other promissory notes, or (y) a Bank will be funding its portion of such Receivable Interest,

AR x C x ED + LF

360

where:

AR = the Assignee Rate for such portion of such Receivable Interest for such Fixed Period

C = the Capital of such portion of such Receivable Interest during such Fixed Period

IR = the Investor Rate for such portion of such Receivable Interest for such Fixed Period

ED = the actual number of days elapsed during such Fixed Period

LF = the Liquidation Fee, if any, for such portion of such Receivable Interest for such Fixed Period

provided that no provision of this Agreement shall require the payment or permit the collection of Yield in excess of the maximum permitted by applicable law; and provided further that Yield for any Receivable Interest shall not be considered paid by any distribution to the extent that at any time all or a portion of such distribution is rescinded or must otherwise be returned for any reason.

“Yield and Fee Reserve” means, for any Receivable Interest on any date, an amount equal to

(C x YFRP) + AUYF

where:

C = the Capital of such Receivable Interest at the close of business of the Collection Agent on such date.

YFRP = the Yield and Fee Reserve Percentage on such date.

AUYF = accrued and unpaid Yield, Collection Agent Fee and Fees on such date, in each case for such Receivable Interest.

ARTICLE II

AMOUNTS AND TERMS OF THE PURCHASES

SECTION 2.01 Purchase Facility. (a) On the terms and conditions hereinafter set forth, each Investor may, in its sole discretion, ratably in accordance with the Investor Purchase Limit of its Group, and, if and to the extent such Investor does not make a purchase, the Related Banks for such Investor shall, or if there is no Investor with respect to any Group, each Bank with respect to such Group shall, in either case, ratably in accordance with their respective Bank Commitments, purchase Receivable Interests from the Seller from time to time during the period from the date hereof to the Facility Termination Date (in the case of the Investors) and to the Commitment Termination Date (in the case of the Banks). Under no circumstances shall the Investors make any such purchase, or the Banks be obligated to make any such purchase, if after giving effect to such purchase the aggregate outstanding Capital of Receivable Interests would exceed the Purchase Limit.

(b) The Seller may at any time after December 31, 2004, upon at least five Business Days’ notice to the Program Agent and the Investor Agents, terminate the facility provided for in this Agreement in whole or, from time to time, reduce in part the unused portion of the Purchase Limit; provided that each partial reduction shall be in the amount of at least $1,000,000 or an integral multiple thereof.

(c) Until the Program Agent (or any Investor Agent with respect to its Investor) gives the Seller the notice provided in Section 3.02(c)(iii), the Program Agent, on behalf of the Investors which own Receivable Interests, may have the Collections attributable to such Receivable Interests automatically reinvested pursuant to Section 2.04 in additional undivided percentage interests in the Pool Receivables by making an appropriate readjustment of such Receivable Interests. The Program Agent, on behalf of the Banks which own Receivable Interests, shall have the Collections attributable to such Receivable Interests automatically reinvested pursuant to Section 2.04 in additional undivided percentage interests in the Pool Receivables by making an appropriate readjustment of such Receivable Interests.

SECTION 2.02 Making Purchases. (a) Each purchase by any of the Investors or the Banks shall be made on at least one Business Day’s notice from the Seller to the Program Agent and each Investor Agent. Each such notice of a purchase shall specify (i) the amount requested to be paid to the Seller (such amount, which shall not be less than $1,000,000, being referred to herein as the initial “Capital” of the Receivable Interest then being purchased), (ii) the allocation of such amount among each of the Groups (which shall be proportional to the Investor Purchase Limit of each Group), (iii) the date of such purchase (which shall be a Business Day), and (iv) if such Receivable Interest is to be purchased by a Group other than the Fifth Third Group and the Assignee Rate based on the Eurodollar Rate is to apply to such Receivable Interest, the duration of the initial Fixed Period for such Receivable Interest. Each Investor Agent shall promptly notify the Program Agent whether such Investor has determined to make the requested purchase on the terms specified by the Seller.

The Program Agent shall promptly thereafter notify the Seller whether the Investors have determined to make the requested purchase and, if so, whether all of the terms specified by the Seller are acceptable to the Investors.

If any Investor with respect to any Group has determined not to make the entire amount of a proposed purchase requested to be made by it, or if any Group does not have an Investor, the Investor Agent for such InvestorGroup shall promptly send notice of the proposed purchase to all of the Related Banks forwith respect to such InvestorGroup concurrently by telecopier, telex or cable specifying the date of such purchase, the aggregate amount of Capital of Receivable Interest being purchased by such Related Banks (which amount shall be equal to the portion of the initial Capital requested to be funded by such Investor, which such Investor determined not to fund or, in the case of any Group which does not have an Investor, the entire amount of initial Capital allocated to such Group), each such Related Bank’s portion thereof (determined ratably in accordance with its respective Bank Commitment), whether the Yield for the Fixed Period for such Receivable Interest is calculated based on the Eurodollar Rate (which, in the case of any Group other than the Fifth Third Group, may be selected only if such notice is given at least three Business Days prior to the purchase date) or the Alternate Base Rate, and the duration of the Fixed Period for such Receivable Interest (which, in the case of any Group other than the Fifth Third Group, shall be one day if the Seller has not selected another period).

(b) On the date of each such purchase of a Receivable Interest, the applicable Investors and/or Banks, as the case may be, shall, upon satisfaction of the applicable conditions set forth in this Article II and Article III, make available to the Seller in same day funds at the account set forth in the Funds Transfer Letter, an aggregate amount equal to the initial Capital of such Receivable Interest; provided, however, if such purchase is being made by the applicable Banks following the designation by the Investor Agent for an Investor of a Termination Date for a Receivable Interest owned by such Investor pursuant to clause (i)(a) of the definition of Termination Date and any Capital of such Receivable Interest is outstanding on such date of purchase, the Seller hereby directs the applicable Banks to pay the proceeds of such purchase (to the extent of the outstanding Capital and accrued Yield on such Receivable Interest of such Investor) to the relevant Investor Agent’s Account, for application to the reduction of the outstanding Capital and accrued Yield on such Receivable Interest of such Investor.

(c) Effective on the date of each purchase pursuant to this Section 2.02 and each reinvestment pursuant to Section 2.04, the Seller hereby sells and assigns to the Program Agent, for the benefit of the parties making such purchase, an undivided percentage ownership interest, to the extent of the Receivable Interest then being purchased, in each Pool Receivable then existing and in the Related Security and Collections with respect thereto.

the Investors or the Banks that hold such Receivable Interest the percentage of such Collections represented by such Receivable Interest, to the extent representing a return of Capital, by recomputation of such Receivable Interest pursuant to Section 2.03;

(iii) if such day is a Liquidation Day for any one or more Receivable Interests, set aside and hold in trust (and, at the request of the Program Agent, segregate) for the Investors and/or the Banks that hold such Receivable Interests and for the Investor Agents (x) if such day is a Liquidation Day for less than all of the Receivable Interests, the percentage of such Collections represented by such Receivable Interests, and (y) if such day is a Liquidation Day for all of the Receivable Interests, all of the remaining Collections (but not in excess of the Capital of such Receivable Interests); provided that if amounts are set aside and held in trust on any Liquidation Day occurring prior to the Termination Date, and thereafter prior to the next succeeding Settlement Date for such Fixed Period the conditions set forth in Section 3.02 are satisfied or waived by the Program Agent and the Investor Agents, such previously set aside amounts shall, to the extent representing a return of Capital, be reinvested in accordance with the preceding subsection (ii) on the day of such subsequent satisfaction or waiver of conditions; and

(iv) during such times as amounts are required to be reinvested in accordance with the foregoing subsection (ii) or the proviso to subsection (iii), release to the Seller for its own account any Collections in excess both of such amounts and of the amounts that are required to be set aside pursuant to subsection (i) above.

(c) If a Level II Downgrade Event shall have occurred and be continuing, the Collection Agent shall comply with the following:

(I) On each Deposit Date during the Revolving Period, the Collection Agent shall, by no later than 3:00 P.M. (New York City time), deliver to the Program Agent and the Investor Agents the Daily Report for such date. If the Collection Agent shall fail to deliver the Daily Report on any Deposit Date during the Revolving Period, the Collection Agent shall not be permitted to withdraw any amounts from the Lock-Box Accounts on any date thereafter unless and until the Collection Agent shall be in compliance with this subsection (I) (but subject to the right of the Agent to prohibit withdrawals by the Collection Agent from the Lock-Box Accounts to the extent provided in Section 6.03).

(II) On the first Business Day following each Deposit Date during the Revolving Period, if the Daily Report for such date shows that no Cure Period shall have occurred and be continuing, the Collection Agent shall, in the following order:

(i) based on the Allocation Percentage on such day, determine the amount of Purchaser Collections and Seller Collections;

(iv) withdraw from the Lock-Box Accounts and from Collections of Pool Receivables which the Collection Agent received on such Deposit Date and release to the Seller the remainder of Purchaser Collections, in each instance to the extent representing a return of Capital, to be reinvested with the Seller in Receivable Interests (for purposes of determining the remainder of Purchaser Collections, any Collections which have previously been applied pursuant to Section 2.04(c)(III)(iii) shall be deemed to be first Seller Collections and then Purchaser Collections); and

(v) remit the Seller Collections to the Seller.

(IV) On the first Business Day following each Deposit Date during the Liquidation Period, the Collection Agent shall, by no later than 3:00P.M. (New York City time), remit to each Investor Agent’s Account for each Investor Agent all Collections held for such Investor Agent, the Investors and/or the Banks in its Group in the Lock-Box Accounts and such Investor Agent’s pro-rata portion of all Collections of Pool Receivables which the Collection Agent received on such Deposit Date.

(d) The Collection Agent shall deposit into the Investor Agent’s Account for each Investor Agent (i) on the 15th day of each calendar monthSettlement Date, Collections held for such Investor Agent, the Investors and/or the Banks in its Group during the prior calendar month pursuant to Sections 2.04(b)(i), 2.04(c)(II)(ii) and 2.04(c)(III)(ii), (excluding, however, so long as the Originator is the Collection Agent, the Collection Agent Fee) and (ii) on the Settlement Date for each Receivable Interest, Collections held for such Investor Agent, the Investors and/or the Banks in its Group that relate to such Receivable Interest pursuant to Section 2.04(b) or (c) (other than as set forth in clause (i)). After the occurrence and during the continuation of Level I Downgrade Event which is not a Level II Downgrade Event, on the Business Day immediately following the delivery of any Weekly Report which sets forth a Pool Non-Compliance Date as of the close of business on the last Business Day of the preceding Week, and on each Business Day thereafter until a Pool Non-Compliance Date no longer exists, the Collection Agent shall deposit into the Investor Agent’s Account for each Investor Agent Collections set aside for such Investor Agent, the Investors and/or Banks in its Group pursuant to clause (iii) of Section 2.04(b), provided that the aggregate amount deposited pursuant to this sentence with respect to any Weekly Report shall not exceed an amount such that, after giving effect to the application of such amount to the reduction of Capital, the sum of the Receivable Interests is equal to 100%. The Collection Agent shall pay to itself on each Settlement Date which is not a Liquidation Day Collections set aside with respect to each Receivable Interest on account of accrued Collection Agent Fee. On any Business Day on which funds are on deposit in the Cash Collateral Account, the Collection Agent (i) shall, upon written notice from the Program Agent or any of the Investor Agents, and may (if the funds in the Cash Collateral Account exceed $10,000,000), upon written notice to the Program Agent and the Investor Agents, remit such funds from the Cash Collateral Account to the Investor Agent’s Account for each Investor Agent, such remittance to be applied as a reduction of Capital, or (ii) may, following delivery of the Weekly Report or Daily Report to the Program Agent, as the case may be, withdraw from the Cash Collateral Account and remit to the Seller all or a portion of the funds in the Cash Collateral Account; provided that such Weekly Report or Daily Report, as the case may be, shall state that, after taking account of the proposed withdrawal, the Net

(iii) except as provided in subsection (i) or (ii) of this Section 2.04(f), or as otherwise required by applicable law or the relevant Contract, all Collections received from an Obligor of any Receivables shall be applied to the Receivables of such Obligor in the order of the age of such Receivables, starting with the oldest such Receivable, unless such Obligor designates its payment for application to specific Receivables; and

(iv) if and to the extent the Program Agent, any of the Investor Agents, the Investors or the Banks shall be required for any reason to pay over to an Obligor any amount received on its behalf hereunder, such amount shall be deemed not to have been so received but rather to have been retained by the Seller and, accordingly, the Program Agent, such Investor Agent, the Investors or the Banks, as the case may be, shall have a claim against the Seller for such amount, payable when and to the extent that any distribution from or on behalf of such Obligor is made in respect thereof.

(g) In the event that the Program Agent or any Investor Agent receives Collections in respect of any Receivable directly from an Obligor, such Agent shall, at its option, either (i) promptly forward such Collections to the Collection Agent (and the Collection Agent shall apply such Collections in accordance with this Section 2.04) or (ii) promptly apply such Collections in accordance with this Section 2.04 in the same manner that Collection Agent would apply such Collections.

SECTION 2.05 Fees. (a) Each Investor and Bank shall pay to the Collection Agent a fee (the “Collection Agent Fee”) of l/2 of 1% per annum on the average daily Capital of each Receivable Interest owned by such Investor or Bank, from the date of purchase of such Receivable Interest until the later of the Termination Date for such Receivable Interest or the date on which such Capital is reduced to zero, payable on the Settlement Date for such Receivable Interest. Upon three Business Days’ notice to the Program Agent and each Investor Agent, the Collection Agent (if not the Originator, the Seller or its designee or an Affiliate of the Seller) may elect to be paid, as such fee, another percentage per annum on the average daily Capital of such Receivable Interest, but in no event in excess for all Receivable Interests relating to the Receivables Pool of 110% of the reasonable costs and expenses of the Collection Agent in administering and collecting the Receivables in the Receivables Pool. The Collection Agent Fee shall be payable only from Collections pursuant to, and subject to the priority of payment set forth in, Section 2.04. So long as the Originator is acting as the Collection Agent hereunder, amounts paid as the Collection Agent Fee pursuant to this Section 2.05(a) shall reduce, on a dollar-for-dollar basis, the obligation of the Seller to pay the “Collection Agent Fee” pursuant to Section 6.03 of the Originator Purchase Agreement, provided that such obligation of the Seller shall in no event be reduced below zero.

(b) The Seller shall pay to the Investor Agents certain fees (collectively, the “Fees”) in the amounts and on the dates set forth in a separate fee agreements of even dateagreement among the Seller, the Program Agent and eachthe Investor Agent, respectivelyAgents, as the same may be amended or restated from time to time (the “Fee Agreements”).

participations in the Receivable Interests owned by such Persons as shall be necessary to cause such Recipient to share the excess payment ratably with each such other Person; provided, however, that if all or any portion of such excess payment is thereafter recovered from such Recipient, such purchase from each such other Person shall be rescinded and each such other Person shall repay to the Recipient the purchase price paid by such Recipient for such participation to the extent of such recovery, together with an amount equal to such other Person’s ratable share (according to the proportion of (a) the amount of such other Person’s required payment to (b) the total amount so recovered from the Recipient) of any interest or other amount paid or payable by the Recipient in respect of the total amount so recovered.

SECTION 2.13 Repurchase Option. The Seller shall have the right to repurchase all, but not less than all, of the Receivable Interests held by the Investors and the Banks and to terminate this Agreement upon not less than ten Business Days’ prior written notice to theeach Agent. Such notice shall specify the date that the Seller desires that such repurchase occur (such date, the “Repurchase Date”). On the Repurchase Date, the Seller shall deposit into the Investor Agent’s Account for each Investor Agent in immediately available funds an amount equal to the sum of (i) the aggregate outstanding Capital of the Receivable Interests held by the Investors and/or the Banks in such Investor Agent’s Group, (ii) all accrued and unpaid Yield thereon to the Repurchase Date, (iii) all accrued and unpaid Fees owing to such Investors and Banks and such Investor Agent, (iv) the Liquidation Fee (if any) owing to such Investors and Banks in respect of such repurchase and (v) all expenses and other amounts owing to any of such Investors and Banks and such Investor Agent and (if such Investor Agent is the Program Agent) the Program Agent under the Transaction Documents. Any repurchase pursuant to this Section 2.13 shall be made without recourse to or warranty by the Agents, the Investors or the Banks. Further, on the Repurchase Date, the Bank Commitments for all the Banks shall terminate, each of the Commitment Termination Date and Facility Termination Date shall occur, the Termination Date for all Receivable Interests shall occur and no further purchases or reinvestments of Collections shall be made hereunder; provided, that the provisions of this Agreement referenced in Section 11.09 shall survive such termination.

ARTICLE III

CONDITIONS OF PURCHASES

SECTION 3.01 Conditions Precedent to Initial Purchase. The initial purchase of a Receivable Interest under this Agreement is subject to the conditions precedent that the Program Agent and each Investor Agent, as applicable, shall have received on or before the date of such purchase the following, each (unless otherwise indicated) dated such date, in form and substance satisfactory to the Program Agent and each Investor Agent, as applicable:

(a) Certified copies of the resolutions of the Board of Directors of the Seller and the Originator approving this Agreement and certified copies of all documents evidencing other necessary corporate action and governmental approvals, if any, with respect to this Agreement.

(b) A certificate of the Secretary or Assistant Secretary of the Seller and the Originator certifying the names and true signatures of the officers of the Seller and the

such Receivable as a Delinquent Receivable or Defaulted Receivable shall not be affected by any such extension.

(d) The Collection Agent shall hold in trust for the Seller and each Investor and Bank, in accordance with their respective interests, all documents, instruments and records (including, without limitation, computer tapes or disks) which evidence or relate to Pool Receivables. The Collection Agent shall ▇▇▇▇ the Seller’s master data processing records evidencing the Pool Receivables with a legend, acceptable to the Program Agent, evidencing that Receivable Interests therein have been sold and, at the request of the Program Agent, shall ▇▇▇▇ conspicuously each invoice evidencing each Pool Receivable and the related Contract with such a legend.

(e) The Collection Agent shall, within three Business Days following receipt thereof, turn over to the Originator any cash collections or other cash proceeds received with respect to Excluded Receivables, and, turn over to the Seller any cash collections or other cash proceeds received with respect to Receivables not constituting Pool Receivables.

(f) The Collection Agent shall, from time to time at the request of the Program Agent or any Investor Agent, furnish to the Program Agent and the Investor Agents (promptly after any such request) a calculation of the amounts set aside for the Investors, the Banks and the Investor Agents pursuant to Section 2.04.

(g) (i) On or prior to the 15th calendar day of each month (or if such day is not a Business Day, the next Business Day), the Collection Agent shall prepare and forward to the Program Agent and each Investor Agent a Monthly Report relating to the Receivable Interests outstanding on the last day of the immediately preceding month.

(ii) If a Level I Downgrade Event (but no Level II Downgrade Event) shall have occurred and be continuing, on or prior to the close of business on the second Business Day of each Week, the Collection Agent shall prepare and forward to the Program Agent and each Investor Agent a Weekly Report which shall contain information related to the Receivables current as of the close of business on the last Business Day of the preceding Week.

(iii) If a Level II Downgrade Event shall have occurred and be continuing, the Collection Agent shall, by no later than 3:00 P.M. (New York City time) on each Business Day, prepare and forward to the Program Agent and each Investor Agent a Daily Report which shall contain information relating to the Receivables current as of the close of business on the immediately prior Business Day.

designated by such Agent, and (iii) the Program Agent and each Investor Agent (A) shall be authorized to rely upon such E-Mail Seller Report for purposes of this Agreement to the same extent as if the contents thereof had been otherwise delivered to such Agent in accordance with the terms of this Agreement and (B) may, upon notice in writing to the Collection Agent and the Seller, terminate the right of the Collection Agent to transmit E-Mail Seller Reports.

SECTION 6.03 Certain Rights of the Agents. (a) The Program Agent shall not deliver to the Lock-Box Banks the Notices of Effectiveness attached to the Lock-Box Agreements unless and until a Cash Control Triggering Event shall have occurred. The Seller hereby transfers to the Program Agent the exclusive ownership and control of the Lock-Box Accounts to which the Obligors of Pool Receivables shall make payments and the Cash Collateral Account.

(b) At any time following a Cash Control Triggering Event:

(i) The Program Agent may notify the Obligors of Pool Receivables (with a copy to the Investor Agents), at the Seller’s expense, of the ownership of Receivable Interests under this Agreement and direct that all payments be made directly to the Program Agent or its designee.

(ii) At the Agents’ request and at the Seller’s expense, the Seller shall notify each Obligor of Pool Receivables (with a copy to the Program Agent and each Investor Agent) of the ownership of Receivable Interests under this Agreement and direct that payments be made directly to the Program Agent or its designee.

(iii) At the Program Agent’s request and at the Seller’s expense, the Seller and the Collection Agent shall (A) assemble all of the documents, instruments and other records (including, without limitation, computer tapes and disks) that evidence or relate to the Pool Receivables and the related Contracts and Related Security, or that are otherwise necessary or desirable to collect the Pool Receivables, and shall make the same available to the Program Agent at a place selected by the Program Agent or its designee, and (B) segregate all cash, checks and other instruments received by it from time to time constituting Collections of Pool Receivables in a manner acceptable to the Program Agent and, promptly upon receipt, remit all such cash, checks and instruments, duly indorsed or with duly executed instruments of transfer, to the Program Agent or its designee.

(iv) The Seller authorizes the Program Agent to take any and all steps in the Seller’s name and on behalf of the Seller that are necessary or desirable, in the determination of the Program Agent, to collect amounts due under the Pool Receivables, including, without limitation, endorsing the Seller’s name on checks and other instruments representing Collections of Pool Receivables and enforcing the Pool Receivables and the Related Security and related Contracts.

relating to such Debt; or any other event shall occur or condition shall exist under any agreement or instrument relating to any such Debt and shall continue after the applicable grace period, if any, specified in such agreement or instrument, if the effect of such event or condition is to accelerate, or to permit the acceleration of, the maturity of such Debt; or any such Debt shall be declared to be due and payable, or required to be prepaid (other than by a regularly scheduled required prepayment), redeemed, purchased or defeased, or an offer to repay, redeem, purchase or defease such Debt shall be required to be made, in each case prior to the stated maturity thereof; or

(f) Any purchase or any reinvestment pursuant to this Agreement shall for any reason (other than pursuant to the terms hereof) cease to create, or any Receivable Interest shall for any reason cease to be, a valid and perfected first priority undivided percentage ownership interest to the extent of the pertinent Receivable Interest in each applicable Pool Receivable and the Related Security and Collections with respect thereto; or the security interest created pursuant to Section 2.11 shall for any reason cease to be a valid and perfected first priority security interest in the collateral security referred to in that section; or

(g) The Seller, Collection Agent or the Originator shall generally not pay its debts as such debts become due, or shall admit in writing its inability to pay its debts generally, or shall make a general assignment for the benefit of creditors; or any proceeding shall be instituted by or against the Seller or the Originator seeking to adjudicate it a bankrupt or insolvent, or seeking liquidation, winding up, reorganization, arrangement, adjustment, protection, relief, or composition of it or its debts under any law relating to bankruptcy, insolvency or reorganization or relief of debtors, or seeking the entry of an order for relief or the appointment of a receiver, trustee, custodian or other similar official for it or for any substantial part of its property and, in the case of any such proceeding instituted against it (but not instituted by it), either such proceeding shall remain undismissed or unstayed for a period of 60 days, or any of the actions sought in such proceeding (including, without limitation, the entry of an order for relief against, or the appointment of a receiver, trustee, custodian or other similar official for, it or for any substantial part of its property) shall occur; or the Seller or the Originator shall take any corporate action to authorize any of the actions set forth above in this subsection (g); or

(h) As of the last day of any calendar month, (i) the three-month rolling weighted average Dilution Ratio shall exceed 18%, (ii) the Default Ratio shall exceed 116%, (iii) the Delinquency Ratio shall exceed 116% or (iv) the Loss-to-Liquidation Ratio shall exceed 1.0%; provided, however, the foregoing shall not constitute an Event of Termination so long as within 10 Business Days after the earlier of (A) the date that the Seller Report setting forth such calculations is required to be delivered by the Collection Agent pursuant to Section 6.01(g) and (B) the actual date of delivery of such Seller Report, either (i) the Program Agent and each Investor Agent expressly waives in writing, the Event of Termination which would otherwise arise therefrom or (ii) the outstanding Capital hereunder is reduced to $0; or

(prior to an Event of Termination or Incipient Event of Termination, with the prior written consent of the Seller, such consent not to be unreasonably withheld or delayed; provided that assignments to any Investor Agent, the Program Agent or an Affiliate of such Agents shall not require such consent). The parties to each such assignment shall execute and deliver to the Program Agent (with a copy to the assignor’s Investor Agent) an Assignment and Acceptance. In addition, any Bank may assign any of its rights (including, without limitation, rights to payment of Capital and Yield) under this Agreement to any Federal Reserve Bank without notice to or consent of the Seller or the Program Agent.

(c) This Agreement and the rights and obligations of the Agents herein shall be assignable by the Agents and their successors and assigns.

(d) The Seller may not assign its rights or obligations hereunder or any interest herein without the prior written consent of the Program Agent or any Investor Agent.

(e) An Investor, each of its Related Banks or, if there is no Investor with respect to any Group, the Related Banks with respect to such Group, and the Investor Agent for such Group may concurrently assign all or a portion of their respective rights and obligations hereunder (including such Investor’s Investor Purchase Limit, each such Related Bank’s Bank Commitment and any Receivable Interest owned by them) to an Eligible Investor (if any), one or more Eligible Related Banks and their designated Investor Agent, respectively, thereby adding an Additional Group to this Agreement; provided, however, that:

(i) the parties to each such assignment shall execute and deliver to the Program Agent, for its acceptance and recording in the Register, a Group Assignment, together with a processing and recordation fee of $2,500;

(ii) the amount of the Investor Purchase Limit (if any) being assigned pursuant to each such assignment, which shall be equal to the aggregate Bank Commitments being assigned pursuant to such Group Assignment, which shall in no event be less than 20% of the Purchase Limit; and

(iii) the purchase price for such assignment shall be equal to the Capital of the portion of the Receivable Interests assigned plus accrued and unpaid Yield and Fees thereon and shall be paid in immediately available funds on the effective date specified in such Group Assignment to the Investor Agent for the assignor Investor and its Related Banks.

IN WITNESS WHEREOF, the parties have caused this Agreement to be executed by their respective officers thereunto duly authorized, as of the date first above written.

SELLER: LEXMARK RECEIVABLES CORPORATION

By:_______________________________________

Name:

Title:

▇▇▇▇ ▇ ▇ ▇▇▇▇▇▇▇▇▇▇▇ ▇▇.

▇▇▇ ▇▇▇▇▇, ▇▇ ▇▇▇▇▇

Facsimile No. ▇▇▇-▇▇▇-▇▇▇▇

Telephone No. ▇▇▇-▇▇▇-▇▇▇▇

INVESTOR: ▇▇▇▇▇▇, LLC

By: Citicorp North America,

Inc., as Attorney-in-Fact

By:

Vice President

▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇

▇▇▇▇▇▇▇▇, ▇.▇. ▇▇▇▇▇

Attention: Global Securitization

Facsimile No. ▇▇▇-▇▇▇-▇▇▇▇

PROGRAM AGENT

AND INVESTOR AGENT: CITICORP NORTH AMERICA, INC.,

as Program Agent and as an Investor Agent

By: Vice President

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▇▇▇▇▇▇▇▇, ▇.▇. ▇▇▇▇▇

Attention: Global Securitization

Facsimile No. ▇▇▇-▇▇▇-▇▇▇▇

BANK: CITIBANK, N.A.

By:

Attorney-in-Fact

Percentage Interest: 0%

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▇▇▇▇▇▇▇▇, ▇.▇. ▇▇▇▇▇

Facsimile No. ▇▇▇-▇▇▇-▇▇▇▇

INVESTOR: GOTHAM FUNDING CORPORATION

By:

Name:

Title:

▇/▇ ▇▇▇ ▇▇▇▇ ▇▇ ▇▇▇▇▇-▇▇▇▇▇▇▇▇▇▇ ▇▇▇, ▇▇▇.,

▇▇▇ ▇▇▇▇ Branch

1251 Avenue of the Americas

▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇

Attn: Securitization Group

Facsimile No. ▇▇▇-▇▇▇-▇▇▇▇

Telephone No. ▇▇▇-▇▇▇-▇▇▇▇

INVESTOR AGENT

AND PROGRAM AGENT: THE BANK OF TOKYO-MITSUBISHI UFJ, LTD., NEW YORK BRANCH

By:

Name:

Title:

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▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇

Attention: Securitization Group

Facsimile No. ▇▇▇-▇▇▇-▇▇▇▇

Telephone No. ▇▇▇-▇▇▇-▇▇▇▇

BANK: THE BANK OF TOKYO-MITSUBISHI UFJ, LTD., NEW YORK BRANCH

By:

Name:

Title:

Percentage Interest: 10080%

▇▇▇▇ ▇▇▇▇▇▇ ▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇

▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇

Attn: US Corporate Banking

Facsimile No. ▇▇▇-▇▇▇-▇▇▇▇

Telephone No. ▇▇▇-▇▇▇-▇▇▇▇

BANK AND INVESTOR AGENT: FIFTH THIRD BANK

By:

Name:

Title:

Percentage: 20%

▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇ — ▇▇▇▇▇▇▇▇

▇▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇

Attention: Asset Securitization Department

Facsimile No. (▇▇▇) ▇▇▇-▇▇▇▇

Telephone No. (▇▇▇) ▇▇▇-▇▇▇▇

ORIGINATOR

AND COLLECTION

AGENT: LEXMARK INTERNATIONAL, INC.

By:

Name:

Title:

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Building 1, Dept. 857

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Facsimile No. ▇▇▇-▇▇▇-▇▇▇▇

Telephone No. ▇▇▇-▇▇▇-▇▇▇▇

ANNEX E

[Form of Funds Transfer Letter]

[Letterhead of the Lexmark Receivables Corporation]

[Date]

Citicorp North America, Inc.,

as Program Agent

▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇

▇▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇

Re: Funds Transfers

Gentlemen:

This letter is the Funds Transfer Letter referred to in Section 2.02(b) of the Amended and Restated Receivables Purchase Agreement, dated as of October 8, 2004, as modified, amended or restated from time to time (the “RPA”; terms used in the RPA, unless otherwise defined herein, having the meaning set forth therein) among the undersigned, the Investors, the Banks, the Investor Agents, you, as Program Agent for the Investors and the Banks and Lexmark International, Inc.

You are hereby directed to deposit all funds representing amounts paid for Receivable Interests (other than certain funds paid with respect to the initial purchase of Receivables Interests under the RPA, as set forth in a Funding and Payment Direction Agreement) to Account No. 990117772, at Bank of America, N.A., ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇, ABA No. ▇▇▇▇▇▇▇▇▇.

The provisions of this Letter may not be changed or amended orally, but only by a writing in substantially the form of this letter signed by the undersigned and acknowledged by you.

Very truly yours,

LEXMARK RECEIVABLES CORPORATION

By:

Title:

Receipt acknowledged:

CITICORP NORTH AMERICA, INC.,

as Program Agent

By:

Vice President

ANNEX B

CONFORMED COPY OF

AMENDED AND RESTATED RECEIVABLES PURCHASE AGREEMENT

SEE ATTACHED.

CONFORMED COPY INCORPORATING AMENDMENT NOS. 1-7

TO THE EXTENT EFFECTIVE AS OF OCTOBER 1, 2010

AMENDED AND RESTATED

RECEIVABLES PURCHASE AGREEMENT

Dated as of October 8, 2004

Among

LEXMARK RECEIVABLES CORPORATION

as the Seller

and

GOTHAM FUNDING CORPORATION

as the Investor

and

THE BANK OF TOKYO-MITSUBISHI UFJ, LTD.,

NEW YORK BRANCH

and

FIFTH THIRD BANK

as Banks

and

THE BANK OF TOKYO-MITSUBISHI UFJ, LTD.,

NEW YORK BRANCH

as the Program Agent

and

THE BANK OF TOKYO-MITSUBISHI UFJ, LTD.,

NEW YORK BRANCH

and

FIFTH THIRD BANK

as Investor Agents

and

LEXMARK INTERNATIONAL, INC.

as Collection Agent and Originator

TABLE OF CONTENTS

Page

PRELIMINARY STATEMENTS		1

ARTICLE I DEFINITIONS		1
SECTION 1.01	Certain Defined Terms	1
SECTION 1.02	Other Terms	27

ARTICLE II AMOUNTS AND TERMS OF THE PURCHASES		27
SECTION 2.01	Purchase Facility	27
SECTION 2.02	Making Purchases	28
SECTION 2.03	Receivable Interest Computation	29
SECTION 2.04	Settlement Procedures	30
SECTION 2.05	Fees	35
SECTION 2.06	Payments and Computations, Etc	35
SECTION 2.07	Dividing or Combining Receivable Interests	35
SECTION 2.08	Increased Costs	36
SECTION 2.09	Additional Yield on Receivable Interest Bearing a Eurodollar Rate	37
SECTION 2.10	Taxes	37
SECTION 2.11	Security Interest	38
SECTION 2.12	Sharing of Payments	39
SECTION 2.13	Repurchase Option	39

ARTICLE III CONDITIONS OF PURCHASES		40
SECTION 3.01	Conditions Precedent to Initial Purchase	40
SECTION 3.02	Conditions Precedent to All Purchases and Reinvestments	41

ARTICLE IV REPRESENTATIONS AND WARRANTIES		42
SECTION 4.01	Representations and Warranties of the Seller	42
SECTION 4.02	Representations and Warranties of the Collection Agent	45

ARTICLE V COVENANTS		46
SECTION 5.01	Covenants of the Seller	46
SECTION 5.02	Covenant of the Seller and the Originator	52

ARTICLE VI ADMINISTRATION AND COLLECTION OF POOL RECEIVABLES		53
SECTION 6.01	Designation of Collection Agent	53
SECTION 6.02	Duties of Collection Agent	53
SECTION 6.03	Certain Rights of the Agents	55
SECTION 6.04	Rights and Remedies	56
SECTION 6.05	Further Actions Evidencing Purchases	56
SECTION 6.06	Covenants of the Collection Agent and the Originator	57
SECTION 6.07	Indemnities by the Collection Agent	57
SECTION 6.08	Cash Collateral Account	58

ARTICLE VII EVENTS OF TERMINATION
SECTION 7.01	Events of Termination	59

ARTICLE VIII THE PROGRAM AGENT		62
SECTION 8.01	Authorization and Action	62
SECTION 8.02	Program Agent’s Reliance, Etc.	62
SECTION 8.03	BTM and Affiliates	63
SECTION 8.04	Indemnification of Program Agent	63
SECTION 8.05	Delegation of Duties	63
SECTION 8.06	Action or Inaction by Program Agent	64
SECTION 8.07	Notice of Events of Termination	64
SECTION 8.08	Non-Reliance on Program Agent and Other Parties	64
SECTION 8.09	Successor Program Agent	64
SECTION 8.10	Reports and Notices	65

ARTICLE IX THE INVESTOR AGENTS		65
SECTION 9.01	Authorization and Action	65
SECTION 9.02	Investor Agent’s Reliance, Etc.	65
SECTION 9.03	Investor Agent and Affiliates	66
SECTION 9.04	Indemnification of Investor Agents	66
SECTION 9.05	Delegation of Duties	66
SECTION 9.06	Action or Inaction by Investor Agent	66
SECTION 9.07	Notice of Events of Termination	67
SECTION 9.08	Non-Reliance on Investor Agent and Other Parties	67
SECTION 9.09	Successor Investor Agent	67
SECTION 9.10	Reliance on Investor Agent	68

ARTICLE X INDEMNIFICATION		68
SECTION 10.01	Indemnities by the Seller	68

ARTICLE XI MISCELLANEOUS		70
SECTION 11.01	Amendments, Etc.	70
SECTION 11.02	Notices, Etc	70
SECTION 11.03	Assignability	70
SECTION 11.04	Costs, Expenses and Taxes	72
SECTION 11.05	No Proceedings	73
SECTION 11.06	Confidentiality	73
SECTION 11.07	GOVERNING LAW	74
SECTION 11.08	Execution in Counterparts	74
SECTION 11.09	Survival of Termination	74
SECTION 11.10	Consent to Jurisdiction	74
SECTION 11.11	WAIVER OF JURY TRIAL	75

SCHEDULES

SCHEDULE I

Lock-Box Banks

SCHEDULE II

Credit and Collection Policy

ANNEXES

ANNEX A-1

Form of Monthly Report

ANNEX A-2

Form of Weekly Report

ANNEX A-3

Form of Daily Report

ANNEX B

Form of Lock-Box Agreement

ANNEX C

Form of Opinion of Counsel to

the Seller

ANNEX D

Assignment and Acceptance

ANNEX E

Form of Funds Transfer Letter

AMENDED AND RESTATED

RECEIVABLES PURCHASE AGREEMENT

Dated as of October 8, 2004

LEXMARK RECEIVABLES CORPORATION, a Delaware corporation (the “Seller”), GOTHAM FUNDING CORPORATION, a Delaware corporation, as an Investor (as defined herein), THE BANK OF TOKYO-MITSUBISHI UFJ, LTD., NEW YORK BRANCH, as a Bank (as defined herein) and an Investor Agent (as defined herein), FIFTH THIRD BANK, as a Bank and an Investor Agent, THE BANK OF TOKYO-MITSUBISHI UFJ, LTD., NEW YORK BRANCH, as program agent (the “Program Agent”) for the Investors and the Banks, and LEXMARK INTERNATIONAL, INC., a Delaware corporation, as Collection Agent and Originator, agree as follows:

PRELIMINARY STATEMENTS.

(2) The Seller, the Originator, Gotham and BTM (as such terms are hereinafter defined) are parties to an Amended and Restated Receivables Purchase Agreement dated as of October 8, 2004, as heretofore amended (as so amended, the “Original Agreement”), pursuant to which, on the terms and subject to the conditions set forth therein, Gotham may, in its sole discretion, purchase Receivable Interests and BTM is prepared to purchase such Receivable Interests.

(3) Pursuant to a Group Assignment, Fifth Third Bank has become a party to the Original Agreement as a Bank and an Investor Agent.

NOW, THEREFORE, the parties hereto agree as follows: