EXHIBIT 4.2


 


DUPONT PHOTOMASKS,
INC.


 


AMENDMENT NO. 1 TO
RIGHTS AGREEMENT BETWEEN DUPONT PHOTOMASKS, INC. AND EQUISERVE TRUST COMPANY,
N.A., AS RIGHTS AGENT, DATED AS OF APRIL 29, 2003


 


 


AMENDMENT NO. 1 TO


 


RIGHTS AGREEMENT


 


This Amendment No. 1 to the Rights Agreement (this “Amendment”) is made and entered into as of April 29, 2003, by
DuPont Photomasks, Inc. (the “Company”) and EquiServe Trust Company, N.A. (the “Rights
Agent”).


 


WHEREAS, the Company and the Rights Agent are parties to
that certain Rights Agreement dated as of January 30, 2001 (the “Agreement”);


 


WHEREAS, Section 27 of the Agreement provides that the
Company may, in its sole and absolute discretion, and the Rights Agent shall if
the Company so directs, supplement or
amend any provision of this Agreement in any respect without the approval of
any holders of the Rights;


 


WHEREAS, the Company now desires and the Rights Agent
agrees to amend the Agreement; and


 


NOW, THEREFORE, for and in consideration of the premises and the
mutual benefits to the parties arising out of this Amendment, the receipt and
sufficiency of which are hereby acknowledged by the parties’ execution and
delivery hereof, the parties hereto agree as follows:


 


1              Definitions.  Capitalized terms not defined in this
Amendment shall have the meanings ascribed thereto in the Agreement.


 


2              Amendment to the Agreement.  The Company desires to offer up to
$120,000,000 aggregate principal amount of subordinated debt
securities (the “Offering”), which
are convertible into shares of common stock, par value $0.01 per share, of the
Company.  As a result,
in order permit the Offering to proceed without triggering the Rights set forth
in the Agreement, the following sentence shall be added to serve as the final
sentence of Section 1(c) of the Agreement:


 


“Notwithstanding the foregoing, neither Credit Suisse
First Boston nor Lehman Brothers shall be deemed, either individually or as a
group, to be Beneficial Owners in connection with the offer and sale, or in
connection with the subsequent resale pursuant to Rule 144A or Regulation S
under the Securities Act, of the Convertible Subordinated Notes due 2008
pursuant to that certain Purchase Agreement, by and among the Company, Credit
Suisse First Boston, and Lehman Brothers.”


 


3              No Other Changes/Promises.  Except as specifically set forth in this
Amendment, the terms and provisions of the Agreement shall remain unmodified
and the Agreement is hereby confirmed by the parties as being in full force and
effect as amended herein.


 


4              Counterparts.  This Amendment may be executed in one or
more counterparts, all of which shall be considered one and the same agreement,
it being understood that all parties need not sign the same counterpart.


 

















 


IN WITNESS WHEREOF, the Company and the Rights Agent have caused this
Amendment No. 1 to the Agreement to be executed and delivered by their
respective officers thereunto duly authorized, all as of the date first written
above.


 


 


	
   

  	
  DuPont Photomasks,
  Inc.

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
  /s/  James W. Boeckman

  
	
   

  	
  Name:

  	
  James W. Boeckman

  
	
   

  	
  Title:

  	
  Executive Vice President, General Counsel

  and Secretary

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  EquiServe Trust
  Company, N.A., as Rights Agent:

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
  /s/  Tammie J. Marshall

  
	
   

  	
  Name:

  	
  Tammie J. Marshall

  
	
   

  	
  Title:

  	
  Sr. Account Manager

  
					



 


Signature Page to Amendment No. 1 to Rights Agreement


 


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