Exhibit 10.1


    

      Exhibit
        10.1

       

      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 “20th”
        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 thereof,
        the
        following:

       

      “'Settlement
        Date'
        for any
        Receivable Interest means the 15th day of each calendar month.”

       

      1.4 Section
        2.04(d) of the Agreement is hereby amended by replacing the phrase “fourth
        Business day” appearing in clause (i) thereof with the phrase “15th
        day”.

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

      1.5 Section
        4.01(e) of the Agreement is hereby amended by replacing each occurrence of
        the
        date “December 31, 2003” appearing in the 7th
        and the
        12th
        lines
        therein with the date “September 30, 2005”.

       

      1.6 Section
        4.02(e) of the Agreement is hereby amended by replacing each occurrence of
        the
        date “December 31, 2003” appearing in the 7th
        and the
        12th
        lines
        therein with the date “September 30, 2005”.

       

      1.7 Section
        6.02(g)(i) of the Agreement is amended by replacing the word “20th” appearing in
        the first line therein with the word “15th”.

       

      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 the other party hereto.

       

      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 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, LTD., NEW YORK BRANCH,

                                  as
        an Investor
        Agent

       

                                                                   By:
        /s/
        Aditya Reddy

                                  Title:
        Vice
        President

       


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      


                                  GOTHAM
        FUNDING
        CORPORATION

       

                                  By:
        /s/
        Blake W. Grosch

                                  Title:
        Secretary

       

                                  LEXMARK
        INTERNATIONAL, INC.

       

                                  By:
        /s/
        Richard A. Pelini

                                  Title:
        Vice President
        and Treasurer