Amendment No. 6 to Receivables Purchase Agreement

AMENDMENT AGREEMENT (this “ Amendment ”) dated as of October 2, 2009 among Lexmark Receivables Corporation (the “ Seller ”), Gotham Funding Corporation (“ Gotham ”), 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)  Each of Gotham and BTM desire that  the Facility Termination Date under the Agreement with respect to Gotham (in its capacity as an Investor), and the Commitment Termination Date under the Agreement with respect to BTM (in its capacity as a Bank), each be extended until October 1, 2010, and to make certain other 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 as follows:

1.1  The definition of “Applicable Margin” in Section 1.01 is amended by deleting the reference to “1.50%” in clause (2) thereof and inserting in lieu thereof “2.50%”.

1.2  The definition of “Commitment Termination Date” in Section 1.01 is amended by replacing the date appearing in clause (a) thereof with the date “October 1, 2010”.

1.3  The definition of “Facility Termination Date” in Section 1.01 is amended by replacing the date in clause (a) thereof with the date “October 1, 2010”.

1.4   Section 4.01(e) is deleted in its entirety and replaced as follows:

(e)  The balance sheets of the Originator and its Subsidiaries as at December 31, 2008, and the related statements of income and retained earnings of the Originator and its Subsidiaries for the fiscal year then ended, copies of which have been furnished to the Program Agent and each Investor Agent, and the balance sheets of the Originator and its Subsidiaries as at March 31, 2009, copies of which have been furnished to the Program Agent, in each case, fairly present the financial condition of the Originator and its Subsidiaries as at such date and the results of the operations of the Originator and its Subsidiaries for the period ended on such date, all in