Exhibit 4.1
LEXMARK INTERNATIONAL, INC.
as Issuer
and
LEXMARK INTERNATIONAL GROUP, INC.
as Guarantor
to
THE BANK OF NEW YORK
as Trustee
------------------------------------
FIRST SUPPLEMENTAL INDENTURE
Dated as of June 22, 2000
to
Indenture
Dated as of May 11, 1998
------------------------------------
$150,000,000
6 3/4% Senior Notes due 2008
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FIRST SUPPLEMENTAL INDENTURE dated as of June 22, 2000, among LEXMARK
INTERNATIONAL, INC., a Delaware corporation (the "Issuer"), LEXMARK
INTERNATIONAL GROUP, INC., a Delaware corporation (the "Guarantor") and THE BANK
OF NEW YORK, a New York banking corporation, as Trustee (the "Trustee").
WHEREAS, the Issuer and Guarantor have heretofore executed and
delivered to the Trustee an Indenture dated as of May 11, 1998 (the
"Indenture"), providing for the issuance of $150,000,000 aggregate principal
amount of 6 3/4% Senior Notes due 2008 (the "Notes");
WHEREAS, the Issuer and Guarantor have entered into that certain
Agreement and Plan of Merger dated as of February 29, 2000 (the "Merger
Agreement"), providing for the merger of the Guarantor with and into the Issuer
(the "Merger");
WHEREAS, the Issuer, Guarantor and Trustee desire by this First
Supplemental Indenture pursuant to and as contemplated by Section 801 of the
Indenture, that the Issuer expressly assume all of the obligations related to
the due and punctual payment of the principal of (and premium, if any) and
interest on the Notes and the performance or observance of every covenant of the
Indenture to be performed or observed by the Guarantor as Guarantor pursuant to
the terms of the Indenture;
WHEREAS, the execution and delivery of this First Supplemental
Indenture has been authorized by resolutions of the Boards of Directors of the
Issuer and Guarantor; and
WHEREAS, all conditions and requirements necessary to make this First
Supplemental Indenture a valid, binding legal instrument in accordance with its
terms have been performed and fulfilled by the parties hereto and the execution
and delivery thereof have been in all respects duly authorized by the parties
hereto.
NOW, THEREFORE, in consideration of the above premises, each party
agrees, for the benefit of the others and for the equal and ratable benefit of
the holders of the Notes, as follows:
ARTICLE I
ASSUMPTION OF OBLIGATIONS AS GUARANTOR
Section 1.01 Assumption. The Issuer hereby expressly and
unconditionally assumes all obligations related to the due and punctual payment
of the principal of (and premium, if any) and interest on the Notes and the
performance or observance of each and every covenant, agreement and undertaking
of the Guarantor in the Indenture as of the effective time of this First
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Supplemental Indenture, and also hereby expressly and unconditionally assumes
each and every covenant, agreement and undertaking of the Guarantor in each Note
outstanding on the date of this First Supplemental Indenture.
ARTICLE II
MISCELLANEOUS PROVISIONS
Section 2.01 Defined Terms. For all purposes of this First Supplemental
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Indenture, except as otherwise defined or unless the context otherwise requires,
terms used in capitalized form in this First Supplemental Indenture and defined
in the Indenture have the meanings specified in the Indenture.
Section 2.02 Indenture. Except as amended hereby, the
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Indenture and the Notes are in all respects ratified and confirmed and all
the terms shall remain in full force and effect.
Section 2.03 Governing Law. THIS FIRST SUPPLEMENTAL INDENTURE SHALL
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BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW
YORK.
Section 2.04 Successors. All agreements of the Issuer in this First
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Supplemental Indenture and the Notes shall bind its successors. All agreements
of the Trustee in this First Supplemental Indenture shall bind its successors.
Section 2.05 Duplicate Originals. All parties may sign any number of
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copies of this First Supplemental Indenture. Each signed copy shall be an
original, but all of them together shall represent the same agreement.
Section 2.06 Severability. In case any one or more of the provisions in
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this First Supplemental Indenture or in the Notes shall be held invalid, illegal
or unenforceable, in any respect for any reason, the validity, legality and
enforceability of any such provision in every other respect and of the remaining
provisions shall not in any way be affected or impaired thereby, it being
intended that all of the provisions hereof shall be enforceable to the fullest
extent permitted by law.
Section 2.07 Trustee Disclaimer. The Trustee accepts the amendment of
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the Indenture effected by this First Supplemental Indenture and agrees to
execute the trust created by the Indenture as hereby amended, but on the terms
and conditions set forth in the Indenture, including the terms and provisions
defining and limiting the liabilities and responsibilities of the Trustee, which
terms and provisions shall in like manner define and limit its liabilities and
responsibilities in the performance of the trust created by the Indenture as
hereby amended, and without limiting the generality of the foregoing, the
Trustee shall not be responsible in any manner whatsoever for or with respect to
any of the recitals or statements contained herein, all of which recitals or
statements are made solely by the Issuer and Guarantor, or for or with respect
to (i) the validity or sufficiency of this First Supplemental Indenture or any
of the terms or provisions hereof, (ii) the proper authorization hereof by the
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Issuer and Guarantor by corporate action or otherwise, (iii) the due execution
hereof by the Issuer and Guarantor or (iv) the consequences (direct or indirect
and whether deliberate or inadvertent) of any amendment herein provided for, and
the Trustee makes no representation with respect to any such matters.
Section 2.08 Effectiveness. This First Supplemental Indenture shall
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become effective July 1, 2000, 12:01 a.m. E.D.S.T., conditioned only upon its
execution, the prior receipt by the Trustee of an Officer's Certificate
from each of the Issuer and Guarantor, and an opinion of counsel to the Issuer,
each of which shall be dated no earlier than the date hereof.
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IN WITNESS WHEREOF, the parties hereto have caused this First
Supplemental Indenture to be duly executed as of the day and year written above.
LEXMARK INTERNATIONAL, INC.
as Issuer
By: /s/ Gary E. Morin
-----------------------------
Executive Vice
President and Chief
Financial Officer
LEXMARK INTERNATIONAL GROUP, INC.
as Guarantor
By: /s/ Gary E. Morin
-----------------------------
Executive Vice
President and Chief
Financial Officer
THE BANK OF NEW YORK
as Trustee
/s/ Robert A. Massimillo
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By: Robert A. Massimillo
Title: Assistant Vice
President
