Amendment No. 1 to Receivables Purchase Agreement

AMENDMENT AGREEMENT (this “ Amendment Agreement ”) dated as of October 7, 2005 among Lexmark Receivables Corporation (the “ Seller ”), CIESCO, LLC (“ CIESCO ”), Gotham Funding Corporation (“ Gotham ”), Citibank, N.A. (“ Citibank ”), The Bank of Tokyo - Mitsubishi, Ltd., New York Branch (“ BTM ”), Citicorp North America, Inc. (“ CNAI ”), as Program Agent, CNAI and BTM, as Investor Agents, and Lexmark International, Inc. (“ Lexmark ”), as Collection Agent and Originator.

Preliminary Statements . (1) The Seller, CIESCO, Gotham, Citibank, BTM, CNAI 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 acquired, and may continue to acquire, Receivables from the Originator, 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 Receivable Interests in the Receivables. CIESCO and Gotham may, in their sole discretion, purchase such Receivable Interests, and the Banks are prepared to purchase such Receivable Interests, in each case on the terms set forth therein.

(2)   The parties hereto desire to amend certain provisions of the Agreement as set forth herein.

NOW, THEREFORE, the parties agree as follows:

SECTION 1.   Amendments . Upon the effectiveness of this Amendment Agreement, the Agreement is hereby amended as follows:

1.1   The definition of “Commitment Termination Date” in Section 1.01 of the Agreement is amended by replacing the date appearing in clause (a) thereof with the date “October 6, 2006”.

1.2   The definition of “CP Fixed Period Date” in Section 1.01 of the Agreement is amended by replacing the word “20 ^th ” appearing in the second line therein with the word “last”.

1.3   The definition of “Settlement Date” in Section 1.01 of the Agreement is amended by deleting such definition in its entirety and replacing, in lieu there