Form of First Supplemental Indenture

Exhibit 4.2

LEXMARK INTERNATIONAL, INC., as Company

and

The Bank of New York Trust Company, N.A.,
as Trustee

Form of First Supplemental Indenture

Dated as of May 22, 2008

TABLE OF CONTENTS

		Page
ARTICLE 1
Definitions
Section 1.01 . Certain Terms Defined in the Indenture			3
Section 1.02. Definitions			3
ARTICLE 2
Form and Terms of the Notes
Section 2.01 . Form and Dating			6
Section 2.02 . Terms of the Notes			8
Section 2.03 . Optional Redemption			11
Section 2.04 . Repurchase of Notes upon a Change of Control			12
ARTICLE 3
Miscellaneous
Section 3.01 . Trust Indenture Act Controls			13
Section 3.02. New York Law to Govern			13
Section 3.03. Counterparts			14
Section 3.04. Severability			14
Section 3.05. Ratification			14
Section 3.06. Effectiveness			14
Section 3.07. Trustee Makes No Representation			14
EXHIBIT A – Form of 5.900% Senior Note due 2013			A-1
EXHIBIT B – Form of 6.650% Senior Note due 2018			B-1

FIRST SUPPLEMENTAL INDENTURE

     SUPPLEMENTAL INDENTURE (this “ First Supplemental Indenture ”), dated as of May 22, 2008, between Lexmark International, Inc., a Delaware corporation (the “ Company ”), and The Bank of New York Trust Company, N.A., as Trustee (the “ Trustee ”).

RECITALS OF THE COMPANY

      WHEREAS , the Company and the Trustee executed and delivered an Indenture, dated as of May 22, 2008 (the “ Indenture ”), to provide for the issuance by the Company from time to time of Securities to be issued in one or mores series as provided in the Indenture;

      WHEREAS , the issuance and sale of $350,000,000 aggregate Principal Amount of a new series of the Securities of the Company designated as its 5.900% Senior Notes due June 1, 2013 (the “ Notes due 2013 ”) and $300,000,000 aggregate Principal Amount of a new series of the Securities of the Company designated as its 6.650% Senior Notes due June 1, 2018 (the “ Notes due 2018 ”, and together with the Notes due 2013, the “ Notes ”) have been authorized by resolutions adopted by a special committee of the Board of Directors of the Company;

      WHEREAS , the Company desires to issue and sell $650,000,000 aggregate Principal Amount of the Notes as of the date hereof;

      WHEREAS , Sections 3.01 and 9.01 of the Indenture provide that the Company, when authorized by a Board Resolution, and the Trustee may amend or supplement the Indenture to provide for the issuance of and to establish the form or terms and conditions of Securities of any series as permitted by the Indenture;

      WHEREAS , the Company desires to establish the form, terms and conditions of the Notes;

      WHEREAS , the Company has delivered to the Trustee an Opinion of Counsel and an Officer’s Certificate pursuant to Section 9.04 of the Indenture to the effect that the execution and delivery of the First Supplemental Indenture is authorized or permitted under the Indenture and that all conditions precedent provided for in the Indenture to the execution and delivery of this First Supplemental Indenture to be complied with by the Company have been complied with;

      WHEREAS , the Company has requested that the Trustee execute and deliver this First Supplemental Indenture; and

      WHEREAS , all things necessary to make this First Supplemental Indenture a valid and legally binding supplement to the Indenture according to its terms and the terms of the Indenture have been done;

      NOW, THEREFORE:

     In consideration of the premises stated herein and the purchase of the Notes by the Holders thereof, the Company and the Trustee mutually covenant and agree for the equal and proportionate benefit of the respective Holders from time to time of the Notes as follows:

ARTICLE 1
Definitions

     Section 1.01 . Certain Terms Defined in the Indenture . For purposes of this First Supplemental Indenture, all capitalized terms used but not defined herein shall have the meanings ascribed to such terms in the Indenture, as amended hereby.

     Section 1.02. Definitions . For the benefit of the Holders of the Notes, Section 1.1 of the Indenture shall be amended by adding the following new definitions:

     “ Authorized Officer ” means any of the Chairman of the Board, a Vice Chairman of the Board, the President, the Chief Executive Officer, any Vice President, the Chief Financial Officer, the Treasurer, Assistant Treasurer, the Controller, Assistant Controller, the Secretary or an Assistant Secretary, in each case, of the Company.

     “ Change of Control ” means the occurrence of any of the following: (1) the consummation of any transaction (including, without limitation, any merger or consolidation) the result of which is that any “person” (as that term is used in Section 13(d) of the Exchange Act) (other than the Company or one of its Subsidiaries) becomes the beneficial owner (as defined in Rules 13d-3 and 13d-5 under the Exchange Act), directly or indirectly, of more than 50% of the Voting Stock of the Company or other Voting Stock into which the Voting Stock of the Company is reclassified, consolidated, exchanged or changed, measured by voting power rather than number of shares; (2) the direct or indirect sale, transfer, conveyance or other disposition (other than by way of merger or consolidation), in one or a series of related transactions, of all or substantially all of the assets of the Company and the assets of its Subsidiaries, taken as a whole, to one or more “persons” (as that term is used in Section 13(d) of the Exchange Act) (other than to the Company or one of its Subsidiaries); (3) the Company consolidates with, or merges with or into, any “person” (as that term is used in Section 13(d) of the Exchange Act), or any such person consolidates with, or merges with or into, the Company, in either case, pursuant to a transaction in which any of the Company s outstanding Voting Stock or the Voting Stock of such other person is converted into or exchanged for cash, securities or other property, other than pursuant to a transaction in which shares of the Company s Voting Stock outstanding immediately prior to the transaction constitute, or are converted into or exchanged for, a majority of the Voting Stock of the surviving person immediately after giving effect to such transaction; (4) the adoption of a plan relating to the Company s liquidation or dissolution; or (5) the first day on which a majority of the members of the Board of Directors of the Company are not Continuing Directors.

     “ Change of Control Triggering Event ” means the occurrence of both a Change of Control and a Rating Event.

     “ Comparable Treasury Issue ” means the United States Treasury security or securities selected by an Independent Investment Banker as having an actual or interpolated maturity comparable to the remaining term of the Notes to be redeemed that would be utilized, at the time of selection and in accordance with customary financial practice, in pricing new issues of corporate debt securities of a comparable maturity to the remaining term of such Notes.

     “ Comparable Treasury Price ” means, with respect to any Redemption Date, (A) the arithmetic average of the four Reference Treasury Dealer Quotations for such Redemption Date, after excluding the highest and lowest such Reference Treasury Dealer Quotations, or (B) if the Trustee obtains fewer than four such Reference Treasury Dealer Quotations, the average of all quotations for such Redemption Date.

     “ Continuing Director ” means, as of any date of determination, any member of the Company’s Board of Directors who (1) was a member of such Board of Directors on the date the Notes were issued, (2) was nominated for election to such Board of Directors with the approval of a committee of the Board of Directors consisting of a majority of independent Continuing Directors or (3) was nominated for election, elected or appointed to such Board of Directors with the approval of a majority of the Continuing Directors who were members of such Board of Directors at the time of such nomination, election or appointment (either by a specific vote or by approval of the Company’s proxy statement in which such member was named as a nominee for election as a director, without objection to such nomination).

     “ Global Note ” means, individually and collectively, each of the Notes in the form of Global Securities issued to the Depositary or its nominee, substantially in the form of Exhibits A and B.

     “ Independent Investment Banker ” means one of the Reference Treasury Dealers appointed by the Trustee after consultation with the Company; provided, however, that if such Reference Treasury Dealer ceases to be a Primary Treasury Dealer, the Company will substitute another Primary Treasury Dealer.

     “ Investment Grade Rating ” means a rating equal to or higher than Baa3 (or the equivalent) by Moody’s and BBB- (or the equivalent) by S&P, and the equivalent investment grade credit rating from any additional rating agency or Rating Agencies selected by the Company.

     “ Moody’s ” means Moody’s Investors Service, Inc. or any successor thereto.

     “ Rating Agencies ” means (1) each of Moody’s and S&P, and (2) if any of Moody’s and S&P ceases to rate the Notes or fails to make a rating of the Notes publicly available for reasons outside of the control of the Company, a “nationally recognized statistical rating organization” within the meaning of Rule 15c3-

1(c)(2)(vi)(F) under the Exchange Act selected by the Company (as certified by a resolution of the Board of Directors of the Company) and which is reasonably acceptable to the Trustee as a replacement agency for Moody’s or S&P or both of them, as the case may be.

     “ Rating Event ” means (1) the rating on the Notes due 2013 is lowered independently by each of the Rating Agencies and the Notes due 2013 are rated below an Investment Grade Rating by each of the Rating Agencies or (2) the rating on the Notes due 2018 is lowered independently by each of the Rating Agencies and the Notes due 2018 are rated below Investment Grade Rating by each of the Rating Agencies, in either case, on any day during the period commencing on the earlier of the date of the first public notice of the occurrence of a Change of Control or the Company’s intention to effect a Change of Control and ending 60 days following consummation of such Change of Control (which period will be extended so long as the rating of the Notes of the applicable series is under publicly announced consideration for a possible downgrade by any of the Rating Agencies).

     “ Redemption Date ” when used with respect to the Notes of any series to be redeemed, means the date fixed for such redemption pursuant to the Indenture or this First Supplemental Indenture.

     “ Reference Treasury Dealer ” means any of J.P. Morgan Securities Inc., or Citigroup Global Markets Inc. and their affiliates, which are primary U.S. Government securities dealers in The City of New York, and their respective successors plus two other primary U.S. Government securities dealers in The City of New York selected by the Company; provided , however , that if any of the foregoing or their affiliates shall cease to be a primary U.S. Government securities dealer in The City of New York (a “Primary Treasury Dealer”), the Company will substitute therefor another Primary Treasury Dealer.

     “ Reference Treasury Dealer Quotations ” means, with respect to each Reference Treasury Dealer and any Redemption Date, the arithmetic average, as determined by the Trustee, of the bid and asked prices for the Comparable Treasury Issue (expressed in each case as a percentage of its Principal Amount) quoted in writing to the Trustee by such Reference Treasury Dealer at 3:30 p.m. New York time on the third Business Day preceding such Redemption Date.

     “ S&P ” means Standard & Poor’s Rating Services, a division of The McGraw-Hill Companies, Inc., or any successor thereto.

     “ Treasury Rate ” means, with respect to any Redemption Date, the rate per annum equal to the semiannual equivalent yield to maturity or interpolated (on a day count basis) of the Comparable Treasury Issue, assuming a price for the Comparable Treasury Issue (expressed as a percentage of its Principal Amount) equal to the Comparable Treasury Price for such Redemption Date.

     “ Voting Stock ” means, with respect to any specified “person” (as that term is used in Section 13(d) of the Exchange Act) as of any date, the capital stock of such person that is at the time entitled to vote generally in the election of the Board of Directors of such person.

ARTICLE 2
Form and Terms of the Notes

     Section 2.01 . Form and Dating . The Notes due 2013 and the Trustee’s certificate of authentication shall be substantially in the form of Exhibit A attached hereto. The Notes due 2018 and the Trustee’s certificate of authentication shall be substantially in the form of Exhibit B attached hereto. The Notes shall be executed on behalf of the Company by an Authorized Officer of the Company. The Notes may have notations, legends or endorsements required by law, stock exchange rules or usage. Each Note shall be dated the date of its authentication. The Notes and any beneficial interest in the Notes shall be in minimum denominations of $2,000 and integral multiples of $1,000 in excess thereof.

     The terms and notations contained in the Notes shall constitute, and are hereby expressly made, a part of the Indenture as supplemented by this First Supplemental Indenture and the Company and the Trustee, by their execution and delivery of this First Supplemental Indenture, expressly agree to such terms and provisions and to be bound thereby.

     (a)  Global Note . The Notes of each series designated herein shall be issued initially in the form of one or more fully registered Global Securities, which shall be deposited on behalf of the purchasers of the Notes represented thereby with The Depository Trust Company, New York, New York (the “ Depositary ”) and registered in the name of Cede & Co., the Depositary’s nominee, duly executed on behalf of the Company by an Authorized Officer, authenticated by the Trustee and with guarantees endorsed thereon as hereinafter provided. The aggregate Principal Amount of outstanding Notes of each series may from time to time be increased or decreased by adjustments made with respect to the applicable series on the records of the Trustee and the Depositary or its nominee as hereinafter provided.

     The Global Note for each series may not be transferred except by the Depositary, in whole and not in part, to another nominee of the Depositary or to a successor of the Depositary or its nominee. If at any time the Depositary for the Notes notifies the Company that the Depositary is unwilling to continue as Depositary for the Global Note or ceases to be a clearing agency, or if the Company so elects or if there is an Event of Default under the Notes, then the Company shall execute, and the Trustee shall, upon receipt of a Company Order for authentication, authenticate and deliver, Physical Securities in an aggregate

Principal Amount equal to the Principal Amount of the Global Note for the applicable series in exchange for such Global Note, which the Depositary will distribute to its participants.

     (b)  Book-Entry Provisions . This Section 2.01(b) shall apply only to the Global Note deposited with or on behalf of the Depositary.

     The Company shall execute and the Trustee shall, in accordance with this Section 2.01(b), authenticate and deliver each Global Note that shall be registered in the name of the Depositary or the nominee of the Depositary and shall be delivered by the Trustee to the Depositary or pursuant to the Depositary s instructions.

     Agent Members shall have no rights either under the Indenture or with respect to any Global Note held on their behalf by the Depositary or under any Global Note. The Depositary shall be treated by the Company, the Trustee and any agent of the Company or the Trustee as the absolute owner of such Global Note for all purposes under the Indenture. Notwithstanding the foregoing, nothing herein shall prevent the Company or the Trustee from giving effect to any written certification, proxy or other authorization furnished by the Depositary or impair, as between the Depositary and the Depository Participants, the operation of customary practices of such Depositary governing the exercise of the rights of an owner of a beneficial interest in the Global Note.

     (c)  Definitive Notes . Notes issued in certificated form shall be substantially in the form of Exhibit A or Exhibit B, as applicable, attached hereto, but without including the text referred to therein as applying only to a Global Note. Except as provided above in subsection (a), owners of beneficial interests in the Global Note will not be entitled to receive physical delivery of certificated Notes.

     (d)  Transfer and Exchange of the Notes . The transfer and exchange of beneficial interests in the Global Note of any series shall be effected through the Depositary, in accordance with the Indenture and the procedures of the Depositary therefor. Beneficial interests in the Global Note of any series may be transferred to Persons who take delivery thereof in the form of a beneficial interest in such Global Note.

     (e)  Paying Agent . The Company appoints the Trustee as the initial agent of the Company for the payment of the principal of (and premium, if any) and interest on the Notes and the Corporate Trust Office of the Trustee be and hereby is, designated as the office or agency where the Notes may be presented for payment and where notices to or demands upon the Company in respect of the Notes and the Indenture pursuant to which the Notes are to be issued may be served.

     Section 2.02 . Terms of the Notes. The following terms relating to the Notes are hereby established:

     (a)  Title . The Notes due 2013 shall constitute a series of Securities having the title “5.900% Senior Notes due 2013” and the Notes due 2018 shall constitute a separate series of Securities having the title “6.650% Senior Notes due 2018”.

     (b)  Principal Amount . The aggregate Principal Amount of the Notes due 2013 that may be initially authenticated and delivered under the Indenture (except for Notes due 2013 authenticated and delivered upon registration of, transfer of, or in exchange for, or in lieu of, other Notes due 2013 pursuant to Sections 3.07, 3.09, 3.11, 9.05 or 11.02 of the Indenture) shall be $350,000,000. The aggregate Principal Amount of the Notes due 2018 that may be initially authenticated and delivered under the Indenture (except for Notes due 2018 authenticated and delivered upon registration of, transfer of, or in exchange for, or in lieu of, other Notes due 2018 pursuant to Sections 3.07, 3.09, 3.11, 9.05 or 11.02 of the Indenture) shall be $300,000,000. The Company may from time to time, without the consent of the Holders of Notes of either series, issue additional Notes (in any such case “ Additional Notes ”) of either series having the same ranking and the same interest rate, maturity and other terms as the Notes of that series. Any Additional Notes of a series and the existing Notes of that series will constitute a single series under the Indenture and all references to the relevant Notes shall include the Additional Notes unless the context otherwise requires.

     (c)  Maturity Date . The entire outstanding principal of the Notes due 2013 shall be payable on June 1, 2013 and the entire outstanding principal of the Notes due 2018 shall be payable on June 1, 2018.

     (d)  Interest Rate .

          (i) The rate at which the Notes due 2013 shall bear interest shall be 5.900% per annum and the rate at which the Notes due 2018 shall bear interest shall be 6.650% per annum, in each case, subject to Section 2.02(d)(ii); the date from which interest shall accrue on the Notes shall be May 22, 2008, or the most recent Interest Payment Date to which interest has been paid or provided for; the Interest Payment Dates for the Notes shall be June 1 and December 1 of each year, beginning December 1, 2008; the interest so payable, and punctually paid or duly provided for, on any Interest Payment Date, will be paid, in immediately available funds, to the Persons in whose names the Notes (or one or more predecessor Securities) is registered at the close of business on the Regular Record Date for such interest, which shall be May 15 or November 15, as the case may be, next preceding such Interest Payment Date. Any such interest not punctually paid or duly provided for shall forthwith cease to be payable to the respective Holders on such Regular Record Date, and such defaulted interest, may be paid to the Persons in whose names the Notes (or one or more predecessor Securities) is registered at the close of business on a special record date for the

payment of such defaulted interest to be fixed by the Trustee, notice whereof shall be given to Holders of Notes not less than 15 days prior to such special record date, or may be paid at any time in any other lawful manner not inconsistent with the requirements of any securities exchange on which the Notes may be listed, and upon such notice as may be required by such exchange, all as more fully provided in the Indenture. Payment of principal and interest on this Note will be made at the Corporate Trust Office of the Trustee or such other office or agency of the Company as may be designated for such purpose, in such coin or currency of the United States of America as at the time of payment is legal tender for payment of public and private debts; provided , however , that each installment of interest and principal on this Notes may at the Company’s option with written notice to the Trustee be paid in immediately available funds by transfer to an account maintained by the payee located in the United States, provided such payee has given written wire transfer instructions to the Company.

          (ii) The interest rate payable on the Notes of each series will be subject to adjustments from time to time if either Moody’s or S&P downgrades (or subsequently upgrades) the debt rating assigned to the Notes, in the manner described below.

     If the rating from Moody’s of the Notes of a series is decreased to a rating set forth in the immediately following table, the interest rate on the Notes of such series will increase from the interest rate payable on the Notes on the date of their issuance by the percentage set forth opposite that rating:

Rating		Percentage
Ba1			0.25	%
Ba2			0.50	%
Ba3			0.75	%
B1 or below			1.00	%

     If the rating from S&P of the Notes of a series is decreased to a rating set forth in the immediately following table, the interest rate on the Notes of such series will increase from the interest rate payable on the Notes of such series on the date of their issuance by the percentage set forth opposite that rating:

BB+			0.25	%
BB			0.50	%
BB-			0.75	%
B+ or below			1.00	%

     If at any time the interest rate on the Notes of a series has been adjusted upward and either Moody’s or S&P, as the case may be, subsequently increases its rating of the Notes of that series to any of the threshold ratings set forth above, the interest rate on the Notes of that series will be decreased such that the interest rate for the Notes of that series equals the interest rate payable on the Notes on the date of their issuance plus the percentages set forth opposite the applicable ratings from the tables above in effect immediately following the increase. If Moody’s subsequently increases its rating of the Notes of any series to Baa3 or higher, and S&P increases its rating to BBB- or higher the interest rate on the Notes of that series will be decreased to the interest rate payable on the Notes of that series on the date of their issuance. In addition, the interest rate on the Notes of each series will permanently cease to be subject to any adjustment described above (notwithstanding any subsequent decrease in the ratings by either or both Rating Agencies) if the Notes of that series become rated A3 and A- or higher by Moody’s and S&P, respectively (or one of these ratings if the Notes are only rated by one Rating Agency).

     Each adjustment required by any decrease or increase in a rating set forth above, whether occasioned by the action of Moody’s or S&P, shall be made independent of any and all other adjustments. In no event shall (1) the interest rate payable for the Notes of a series be reduced to below the interest rate payable on the Notes of that series on the date of their issuance or (2) the total increase in the interest rate on the Notes of a series exceed 2.00% above the interest rate payable on the Notes of that series on the date of their issuance.

     If either Moody’s or S&P ceases to provide a rating of the Notes of a series, any subsequent increase or decrease in the interest rate of the Notes of that series necessitated by a reduction or increase in the rating by the agency continuing to provide the rating shall be twice the percentage set forth in the applicable table above. No adjustments in the interest rate of the Notes of a series shall be made solely as a result of either Moody’s or S&P ceasing to provide a rating. If both Moody’s and S&P cease to provide a rating of the Notes of a series, the interest rate on the Notes of that series will increase to, or remain at, as the case may be, 2.00% above the interest rate payable on the Notes of that series on the date of their issuance.

     Any interest rate increase or decrease described above will take effect from the first day of the interest period during which a rating change requires an adjustment in the interest rate.

     If the interest rate payable on the Notes of a series is increased as described in this Section 2.02(d)(ii), then the term “interest”, as used in this First Supplemental Indenture, the Indenture and the Notes of the applicable series, will be deemed to include any such additional interest unless the context otherwise requires.

     (e)  Currency . The currency of denomination of the Notes is United States Dollars. Payment of principal of and interest and premium, if any, on the Notes will be made in United States Dollars.

     Section 2.03 . Optional Redemption.

     (a) The provisions of Article 11 of the Indenture shall apply to the Notes.

     (b) At any time and from time to time, the Notes of each series will be redeemable, as a whole or in part, at the Company’s option, on at least 30 days, but not more than 60 days, prior notice mailed to the registered address of eac