lxkexhibit101.htm


    


    


    Exhibit
      10.1

    
 

    Amendment
      No. 4 to Receivables Purchase Agreement

    


    AMENDMENT
      AGREEMENT (this “Amendment
      Agreement”) dated as of October 5, 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
      definition of “Applicable Margin” in Section 1.01 of the Agreement is
      restated  in its entirety to read as 
follows:  “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) 1.00%.

    


    1.2           
      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 3, 2008”.

    


    1.3           The
      definition of  “Facility Termination Date” in Section 1.01 of the
      Agreement is amended by replacing the date in clause (a) thereof with the date
      “October 3, 2008”.

    
 

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    SECTION
      2.      Effectiveness.  This
      Amendment Agreement shall become effective  at such time that executed
      counterparts of this Amendment Agreement have been delivered by each party
      hereto to each other party hereto and the Program Agent shall have received
      duly
      executed copies of an amendment to the Originator Purchase Agreement and an
      amendment to each of the Fee Agreements, in each case in form and substance
      satisfactory to the Program Agent and dated as of the date hereof.

    


    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 Agreement).  The Collection
      Agent makes each of the representations and warranties contained in Section
      4.02
      of the Agreement (after giving effect to this Amendment Agreement).

    


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


    
      
              

                                    
    

        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    


    


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

     

     

    
      	 	LEXMARK
              RECEIVABLES
              CORPORATION	 
	 	 	 	 
	
               

            	
              By:
                

            	/s/ Bruce
              J. Frost	 
	 	 	Title: 
Assistant
              Treasurer	 
	 	 	 	 
	 	 	 	 


    

     

    
      	 	CIESCO,
              LLC	 
	 	 	 	 
	 	By:	 	
               Citicorp
                North America, Inc.,

            	 
	 	 	
               as
                Attorney-in-Fact

            	 
	 	 	 	 
	
               

            	
               

            	
              By: 

            	/s/
              Junette M. Earl                          
              	 
	 	 	Title: 
              Vice President	 
	 	 	 	 
	 	 	 	 


    

     

    
      	 	
              CITICORP
                NORTH AMERICA, INC.,

              as Program Agent and as an Investor
                Agent

            	 
	 	 	 	 
	
               

            	
              By:
                

            	/s/ Junette
              M. Earl	 
	 	 	Title: 
              Vice President	 
	 	 	 	 
	 	 	 	 


    

     

    
      	 	CITIBANK,
              N.A.	 
	 	 	 	 
	
               

            	
              By:
                

            	/s/ Junette
              M. Earl	 
	 	 	Title: 
              Vice President	 
	 	 	 	 
	 	 	 	 


    

     

    
      	 	
              THE
                BANK OF TOKYO-MITSUBISHI UFH, LTD.,

              NEW YORK BRANCH,

              as a Bank

            	 
	 	 	 	 
	
               

            	
              By:
                

            	/s/ Jesse
              A. Reid, Jr.	 
	 	 	
              Title: 
                Jesse A Reid, Jr.

                        
                Authorized Signatory

            	 
	 	 	 	 
	 	 	 	 


    

     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    
      	 	
              THE
                BANK OF TOKYO-MITSUBISHI UFJ, LTD.,

              NEW YORK BRANCH,

              as an Investor Agent

            	 
	 	 	 	 
	
               

            	
              By:
                

            	/s/ Aditya
              Reddy	 
	 	 	Aditya
              Reddy	 
	 	 	Title: 
              VP and Manager	 
	 	 	 	 


    

     

    
      	 	GOTHAM
              FUNDING CORPORATION	 
	 	 	 	 
	
               

            	
              By:
                

            	/s/ Franklin
              P. Collazo	 
	 	 	Franklin
              P. Collazo	 
	 	 	Title: 
              Secretary	 
	 	 	 	 


    

     

    
      	 	LEXMARK
              INTERNATIONAL, INC.	 
	 	 	 	 
	
               

            	
              By:
                

            	/s/ Richard
              A. Pelini	 
	 	 	Title: 
              VP & Treasuruer