Amendment No. 3 to Receivables Purchase Agreement

AMENDMENT AGREEMENT (this “ Amendment Agreement ”) dated as of March 30, 2007 among Lexmark Receivables Corporation (the “ Seller ”), CIESCO, LLC (“ CIESCO ”), Gotham Funding Corporation (“ Gotham ”), Citibank, N.A. (“ Citibank ”), The Bank of Tokyo-Mitsubishi UFJ, Ltd., New York Branch (“ BTM ”) (formerly known as The Bank of Tokyo-Mitsubishi Ltd., New York Branch), 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 has sold, and may continue 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 in the Agreement.

(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 following new definition is added to Section 1.01 of the Agreement in proper alphabetical order:

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

1.2  A new Section 2.13 is added to the Agreement reading as follows:

“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 the 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 a