EXHIBIT 4.2
       MACDERMID'S CREDIT AGREEMENT - SIXTH AMENDMENT WITH BANK OF AMERICA
                                 SIXTH AMENDMENT
This  SIXTH  AMENDMENT  (this  "Amendment")  to the Credit Agreement (as defined
                                ---------
below)  is  entered  into  as  of  November  9,  2001  by  and  among  MacDERMID
INCORPORATED,  a  Connecticut corporation (the "Company"), the several financial
                                                -------
institutions  party  hereto  (collectively,  with  Bank  of  America,  N.A., the
"Lenders";  individually a "Lender"), BANK OF AMERICA, N.A., as letter of credit
       -                    ------
issuing  bank,  swing  line lender and administrative agent for the Lenders (the
"Administrative  Agent")  and  BANC OF AMERICA SECURITIES, LLC, as lead arranger
 --------------------
and  book manager.  Unless otherwise specified herein, capitalized terms used in
this  Amendment shall have the meanings ascribed to them by the Credit Agreement
(as  defined  below).
PRELIMINARY  STATEMENTS:
(1)     The  Company,  the  Lenders  from  time  to  time  party thereto and the
Administrative  Agent are party to the Second Amended and Restated Multicurrency
Credit  Agreement,  dated  as  of  October  25, 1998, amended and restated as of
December  15,  1998  and  further  amended  and restated as of June 15, 1999 (as
amended  by  the  First  Amendment  dated  as  of September 24, 1999, the Second
Amendment dated as of November 12, 1999, the Third Amendment and Waiver dated as
of  June  2,  2000,  the  Fourth Amendment dated as of December 19, 2000 and the
Fifth Amendment dated as of May 25, 2001 and as the same may be further amended,
supplemented,  restated  or  otherwise  modified from time to time in accordance
with  its  terms  and  in  effect,  the  "Credit  Agreement");  and
                                          -----------------
(2)     The Company, the Administrative Agent and the Majority Lenders desire to
make  certain  amendments  to  the  Credit  Agreement  as  specified  below.
NOW,  THEREFORE,  in consideration of the mutual execution hereof and other good
and  valuable  consideration,  the  parties  hereto  agree  as  follows
     SECTION  1.     Amendments  to  Credit  Agreement
The  Credit  Agreement  is  hereby  amended, effective as of the Sixth Amendment
Effective  Date  in  accordance  with  Section  4  hereof,  as  follows:
                                       ----------
1.1  New Definitions.  Section 1.01 of the Credit Agreement is hereby amended by
     ---------------
adding  the  following  definitions  in  the  proper  alphabetical  location:
"Level  VI"  shall exist at any time the Leverage Ratio is equal to or less than
 ---------
2.5:1.0  but  greater  than  2.0:1.0.
"Level  VII" shall exist at any time the Leverage Ratio is equal to or less than
 ----------
2.0:1.0.
"Mortgage  Policies"  has  the  meaning  specified  in  Section  7.19(b).
 ------------------
"Mortgages"  has  the  meaning specified in Section 2(d) of the Sixth Amendment.
 ---------
"Permitted  Encumbrances"  has  the  meaning  specified  in  the  Mortgages.
 -----------------------
"Secured  Parties"  has  the  meaning  specified  in  the  Security  Agreement.
 ----------------
"Security  Agreement"  has  the  meaning  specified in Section 2(c) of the Sixth
 -------------------
Amendment.
"Sixth  Amendment" means that certain Sixth Amendment to this Agreement dated as
 ----------------
of  November  9,  2001.
"Sixth  Amendment  Effective  Date" has the meaning assigned to that term in the
 ---------------------------------
Sixth  Amendment.

1.2     Amended  Definitions.
        --------------------
     (a)     Aggregate  Revolving Loan Commitment.  The definition of "Aggregate
             ------------------------------------
Revolving  Loan  Commitment" is hereby deleted in its entirety and replaced with
the  following  new  definition:
"Aggregate  Revolving  Loan  Commitment"  means  the  aggregate  Revolving  Loan
 --------------------------------------
Commitments  of  the  Lenders  equal to One Hundred Seventy Five Million Dollars
($175,000,000),  as  the  same  may  be  reduced  pursuant  to  Section  2.05.

     (b)     Applicable  Margin.  The  definition  of  "Applicable  Margin"  in
             -------------------
Section 1.01 of the Credit Agreement is hereby amended (i) by deleting the chart
in  its  entirety  and  by  adding  the  following  new  chart  thereto:
<TABLE>
<CAPTION>



<S>    <C>               <C>                   <C>
Level  Base Rate Loans   Offshore Rate Loans   Commitment Fee
I                 2.00%                 3.00%            0.75%
II                1.75%                 2.75%            0.75%
III               1.25%                 2.25%            0.50%
IV                1.00%                 2.00%           0.375%
V                 0.75%                 1.75%           0.275%
VI                0.50%                 1.50%            0.25%
VII               0.25%                 1.25%            0.25%
</TABLE>



and  (ii)  by  deleting  the first proviso thereto and substituting therefor the
following:  "provided,  however,  that the Applicable Margin shall be determined
             --------   -------
pursuant  to  the  most  recent  Compliance  Certificate;  and"
     (c)     Collateral  Documents.  The definition of "Collateral Documents" in
             ---------------------
Section  1.01  of  the  Credit  Agreement  is hereby deleted in its entirety and
replaced  with  the  following  new  definition:
"Collateral  Documents"  means,  collectively (if and when each such document is
 ---------------------
required  to  be  executed  and  delivered hereunder), (a) each Credit Agreement
Guaranty,  the  Pledge Agreements, the Security Agreement, the Mortgages and all
other  pledge  agreements,  security agreements, mortgages, guarantees and other
similar agreements between a Borrower or its Subsidiaries and the Lenders or the
Administrative  Agent,  for the benefit of the Secured Parties, now or hereafter
delivered  to  the  Lenders  or  the  Administrative  Agent  pursuant  to  or in
connection  with  the  transactions  contemplated  hereby,  and  all  financing
statements  (or  comparable  documents now or hereafter filed in accordance with
the  Uniform Commercial Code or comparable law) against a Borrower or any of its
Subsidiaries  as debtor in favor of the Lenders or the Administrative Agent, for
the  benefit  of  the  Secured  Parties,  and  (b)  any amendments, supplements,
modifications,  renewals,  replacements,  consolidations,  substitutions  and
extensions  of  any  of  the  foregoing.
     (d)     Consolidated  EBIT.  The  definition  of  "Consolidated  EBIT"  in
             ------------------
Section  1.01  of  the  Credit  Agreement  is hereby deleted in its entirety and
replaced  with  the  following  new  definition:
"Consolidated EBIT" means, for any period, the sum of Consolidated Net Income of
 -----------------
the  Company  and its Consolidated Subsidiaries for such period, plus (i) to the
extent  incurred  during  such  period  by the Company and its Subsidiaries, any
one-time  non-cash charges not in excess of $30,000,000 in the aggregate for all
test  periods, (ii) to the extent incurred during such period by the Company and
its  Subsidiaries, any one-time non-cash charges not in excess of $40,000,000 in
connection  with  the  write  down of intangible assets in the aggregate for all
test  periods,  (iii)  Consolidated Interest Expense, (iv) consolidated taxes of
the  Company  and  its  Consolidated Subsidiaries for such period and (v) to the
extent  incurred  during such period by the Company and its Subsidiaries, losses
incurred  in  connection with the operations of Dynacircuits; provided, however,
                                                              --------  -------
that  for  all  purposes  for  any  businesses  acquired  (whether  by  purchase
accounting  or  pooling  accounting)  during  the  period  of  determination,
Consolidated EBIT for such period shall be determined on a pro forma basis as if
such  acquisition  had  occurred  as  of the beginning of such period (including
synergies  agreed  to by the Administrative Agent in its reasonable discretion);
provided,  further, that without the consent of the Administrative Agent and the
-------   -------
Majority  Lenders,  the  Consolidated  EBIT  being added as a result of any such
acquisition  shall  not  exceed  (a)  in  the case that only unaudited financial
statements  are  available  with respect to the assets, Person or division being
acquired  (whether by merger, stock or asset purchase, or otherwise), the amount
of  Consolidated  EBIT  of  the acquiree on a stand alone basis being added from
such  acquisition  shall  not  exceed  15% of the otherwise applicable amount of
Consolidated  EBIT of the Company and its Subsidiaries (other than the acquiree)
taken  as  a  whole,  or  (b) in the instance that unqualified audited financial
statements  in accordance with GAAP are available for the acquiree, then 100% of
the  Consolidated  EBIT  of  the  acquiree.
     (e)     Consolidated  EBITDA.  The  definition  of "Consolidated EBITDA" in
             --------------------
Section  1.01  of  the  Credit  Agreement  is hereby deleted in its entirety and
replaced  with  the  following  new  definition:
"Consolidated  EBITDA" means, for any period, the sum of Consolidated Net Income
 --------------------
of  the  Company  and its Consolidated Subsidiaries for such period, plus (i) to
the  extent  incurred during such period by the Company and its Subsidiaries and
not  for  determination  of  the Leverage Ratio related to pricing Levels in the
Applicable  Margin  definition,  any  one-time non-cash charges not in excess of
$30,000,000  in  the aggregate for all test periods, (ii) to the extent incurred
during  such  period  by the Company and its Subsidiaries, any one-time non-cash
charges  not  in  excess  of  $40,000,000  in  connection with the write down of
intangible  assets  in  the  aggregate  for all test periods, (iii) Consolidated
Interest  Expense, (iv) consolidated depreciation and amortization expense, (iv)
consolidated  taxes  of  the  Company and its Consolidated Subsidiaries for such
period  and (v) to the extent incurred during such period by the Company and its
Subsidiaries, losses incurred in connection with the operations of Dynacircuits;
provided, however, that for all purposes for any businesses acquired (whether by
--------  -------
purchase  accounting  or pooling accounting) during the period of determination,
Consolidated  EBITDA for such period shall be determined on a pro forma basis as
if  such  acquisition had occurred as of the beginning of such period (including
synergies  agreed  to by the Administrative Agent in its reasonable discretion);
provided,  further, that without the consent of the Administrative Agent and the
-------   -------
Majority  Lenders,  the  Consolidated EBITDA being added as a result of any such
acquisition  shall  not  exceed  (a)  in  the case that only unaudited financial
statements  are  available  with respect to the assets, Person or division being
acquired  (whether by merger, stock or asset purchase, or otherwise), the amount
of  Consolidated  EBITDA of the acquiree on a stand alone basis being added from
such  acquisition  shall  not  exceed  15% of the otherwise applicable amount of
Consolidated  EBITDA  of  the  Company  and  its  Subsidiaries  (other  than the
acquiree)  taken  as  a  whole,  or (b) in the instance that unqualified audited
financial  statements  in  accordance  with GAAP are available for the acquiree,
then  100%  of  the  Consolidated  EBITDA  of  the  acquiree.
     (f)     Eligible  Borrower.  The  definition  of  "Eligible  Borrower"  in
             ------------------
Section  1.01  of  the  Credit  Agreement  is  hereby  amended  by (i) inserting
immediately after the word "means" in the first sentence thereof the phrase "(i)
the  Company  and  (ii)" and (ii) inserting immediately after the phrase "and in
each  case"  in  the first sentence thereof the phrase "described in this clause
(ii)".
     (g)     GAAP.  The  definition  of  "GAAP"  in  Section  1.01 of the Credit
             ----
Agreement  is hereby deleted in its entirety and replaced with the following new
definition:
"GAAP"  means  U.S. generally accepted accounting principles set forth from time
 ----
to  time  in  the opinions and pronouncements of the Accounting Principles Board
and  the  American  Institute of Certified Public Accountants and statements and
pronouncements  of  the  Financial  Accounting Standards Board (or agencies with
similar  functions  of  comparable  stature  and  authority  within  the  U.  S.
accounting profession), which are applicable to the circumstances as of the date
of  determination;  provided,  however,  that  for  purposes of all computations
                    --------   -------
required  to  be  made  with  respect to compliance by the Company with Sections
                                                                        --------
9.01,  9.02  and  9.03,  such  term  shall  mean  generally  accepted accounting
----   ----       ----
principles  as  in  effect  on  the  date  of this Agreement applied in a manner
consistent  with those used in preparing the financial statements referred to in
Section 6.05(a), except that such computations shall give effect to the adoption
of  FAS  142  (Accounting for Goodwill and Intangible Assets) from and after the
Sixth  Amendment  Effective  Date.
     (h)     Pricing Levels.  The definitions of "Level", "Level I", "Level II",
             --------------
"Level  III",  "Level  IV",  and "Level V" are respectively deleted and replaced

with  the  following  definitions:
"Level"  means,  and  includes, Level I, Level II, Level III, Level IV, Level V,
 -----
Level  VI  or  Level  VII,  whichever  is  in  effect  at  the  relevant  time.
"Level  I"  shall  exist at any time the Leverage Ratio is greater than 4.5:1.0.
 --------
"Level  II"  shall exist at any time the Leverage Ratio is equal to or less than
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4.5:1.0  but  greater  than  4.00:1.0.
"Level  III" shall exist at any time the Leverage Ratio is equal to or less than
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4.0:1.0  but  greater  than  3.5:1.0.
"Level  IV"  shall exist at any time the Leverage Ratio is equal to or less than
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3.5:1.0  but  greater  than  3.0:1.0.
"Level  V"  shall  exist at any time the Leverage Ratio is equal to or less than
 --------
3.0:1.0  but  greater  than  2.5:1.0.
     (i)     Subsidiary  Guarantor.  The definition of "Subsidiary Guarantor" in
Section  1.01  of  the  Credit  Agreement  is hereby deleted in its entirety and
replaced  with  the  following  new  definition:

"Subsidiary  Guarantor"  means, collectively, (a) each Domestic Subsidiary whose
 ---------------------
tangible  assets  or revenue constitutes 2% or more of the total tangible assets
or  the  total revenue, as applicable, of the Company and its Subsidiaries taken
as a whole and (b) to the extent required pursuant to Section 7.11, each Foreign
                                                      ------------
Subsidiary.
1.3     Section  2.01(c)(ii).  Section  2.01(c)(ii)  of  the Credit Agreement is
        --------------------
hereby  amended  by  deleting  the text thereof in its entirety and replacing it
with  the  words  "intentionally  omitted".
1.4     Section 2.07 Termination of Commitments; Mandatory Prepayments of Loans;
        ------------------------------------------------------------------------
and  Mandatory  Commitment  Reductions.  Section 2.07 of the Credit Agreement is
--------------------------------------
hereby  amended  by (a) deleting the parenthetical in sub-clause (iii) of clause
(f)  thereof and replacing it with "(with a reduction in the Aggregate Revolving
Loan  Commitment  as  set  forth in clause (l) below)" and (b) adding to the end
thereof  the  following  new  clause  (l):
(l)     If  the  ratio of Consolidated Total Debt to Consolidated EBITDA is 3.50
to  1.00 or greater at the time of an Asset Disposition, the aggregate Revolving
Loan Commitments shall be automatically and permanently reduced on the date, and
in  an  aggregate amount equal to 50%, of the prepayment of Loans required to be
made  (whether  or not such prepayment is not made because all outstanding Loans
have  been  repaid  or  prepaid) pursuant to Section 2.07(f), provided, however,
                                                              --------  -------
that if the ratio of Consolidated Total Debt to EBITDA is less than 3.50 to 1.00
at  the  time  of  an  Asset  Disposition,  no  reduction  in the Revolving Loan
Commitments  shall  occur.
1.5     Section 7.01.  Section 7.01 of the Credit Agreement is hereby amended by
        ------------
adding  to  the  end  thereof  the  following  new  clause  (l):
(l)     simultaneously  with  the  delivery  of each set of financial statements
referred  to in Sections 7.01(a) and 7.01(b), a supplement to Schedule IV to the
                ----------------     -------
Security  Agreement  setting  forth the After-Acquired Intellectual Property (as
defined  in  the  Security  Agreement)  referred  to in Section 9(b)(iii) of the
Security  Agreement.
1.6     Section  8.01(h).  Section  8.01(h)  of  the  Credit Agreement is hereby
        ----------------
deleted  in  its  entirety.
1.7     Section  8.03(i).  Section  8.03(i)  of  the  Credit Agreement is hereby
        ----------------
amended  by  deleting the text thereof in its entirety and replacing it with the
words  "Intentionally  omitted".
1.8     Section  8.04  Negative Pledge.  Section 8.04 of the Credit Agreement is
        ------------------------------
hereby amended by (i) deleting clause (c) thereof and replacing such clause with
the  following  new  clause  (c):
(c)     Liens  not  in  excess  of 15% of Tangible Assets securing (i) factoring
programs of Foreign Subsidiaries in an aggregate amount up to $20 million at any
time  outstanding  and  (ii)  Debt permitted by Section 8.01(c) provided that no
                                                                --------
such  Lien  shall  extend to or cover any Collateral and provided, further, that
                                                         --------  -------
Liens  permitted  under this clause (c) shall at all times be limited such that,
after  giving  effect to such Liens, the credit lines set forth on Schedule I to
the Sixth Amendment are or could be secured by Liens permitted under this clause
(c)  (or  any  replacement,  extension  or  renewal of such credit lines without
increase  in  the  amount  or  change  in any direct or contingent obligor); and
and  (ii)  adding  to  the  end  thereof  the  following  new  clause  (f):
(f)     Liens  existing  or  created  pursuant  to  the  Collateral  Documents.
1.9     Section  8.05(b)(ii).  Section  8.05(b)(ii)  of  the Credit Agreement is
        --------------------
hereby  amended  in  full  to  read  as  follows:
     (ii)     the  Company  or  any  Subsidiary  may make Asset Dispositions the
aggregate  net  proceeds of which received by the Company after the Announcement
Date  shall  not exceed (x) $17,500,000 (other than an Asset Disposition subject
to  the  following clause (y)) (and, subject to compliance with Section 2.07(f),
                                                                ---------------
the  Lenders  hereby  agree not to unreasonably withhold their consent for Asset
Dispositions  in excess of such aggregate amount) and (y) 15% of Tangible Assets
with  respect to Asset Dispositions consisting of equipment in connection with a
sale-leaseback  transaction pursuant to which the Company or a Subsidiary of the
Company  will  be  the  lessee.
1.10     Section  9.01 Consolidated EBIT to Consolidated Interest Expense Ratio.
         ----------------------------------------------------------------------
Section  9.01  of  the  Credit  Agreement  is hereby deleted in its entirety and
replaced  with  the  following  new  Section  9.01:
9.01     Consolidated  EBIT  to  Consolidated  Interest  Expense  Ratio.
         --------------------------------------------------------------
The  ratio  of  Consolidated EBIT to Consolidated Interest Expense tested at the
end  of  each  fiscal  quarter  for the preceding four fiscal quarters shall not
during  the  periods  set  forth  below  be  less  than  the  following:
<TABLE>
<CAPTION>



<S>                                         <C>

Period                                      Ratio
------------------------------------------  ------------
October 1, 2001 through December 31, 2001   1.50 to 1.00
January 1, 2002 through September 30, 2002  1.25 to 1.00
October 1, 2002 through December 31, 2002   1.50 to 1.00
January 1, 2003 and thereafter              1.75 to 1.00
</TABLE>


1.11     Section  9.03  Maximum Total Debt to Consolidated EBITDA.  Section 9.03
         --------------------------------------------------------
of  the Credit Agreement is hereby deleted in its entirety and replaced with the
following  new  Section  9.03:
9.03     Maximum  Total  Debt  to  Consolidated  EBITDA.
         ----------------------------------------------
The ratio of Consolidated Total Debt to Consolidated EBITDA tested at the end of
each  fiscal quarter for the preceding four fiscal quarters shall not during the
periods  set  forth  below  exceed  the  following:
<TABLE>
<CAPTION>



<S>                                   <C>

Period                                Ratio
------------------------------------  ------------
October 1, 2001 to June 30, 2002      4.75 to 1.00
July 1, 2002 to September 30, 2002    4.50 to 1.00
October 1, 2002 to December 31, 2002  4.25 to 1.00
January 1, 2003 and thereafter        4.00 to 1.00
</TABLE>


provided  that  on  and  after  the  date  the Administrative Agent releases any
--------
Collateral  from the assignment and security interest granted under the Security
Agreement  and  the  Mortgages in accordance with Section 12.20(b), the ratio of
Adjusted  Consolidated  Total  Debt  to Consolidated EBITDA tested at the end of
each fiscal quarter for the preceding four fiscal quarters shall not exceed 4.00
to  1.00.
1.12     Addition of Affirmative Covenants.  Article VII of the Credit Agreement
         ---------------------------------
is  amended  by  adding  to  the  end  thereof  the  following  new  covenants:
7.15     Covenant  to  Guarantee  Obligations  and  Give Security.  Upon (x) the
         --------------------------------------------------------
request  of  the  Administrative  Agent  following the occurrence and during the
continuance  of  a  Default  or  an  Event  of  Default,  (y)  the  formation or
acquisition  of  any  new  direct  Subsidiaries  organized under the laws of the
United  States by the Company or any Subsidiary Guarantor or (z) the acquisition
of  any  property  located in the United States having an aggregate value in any
one  or  series  of related transactions in excess of $500,000 by the Company or
any  Subsidiary  Guarantor,  and  such  property,  in  the  judgment  of  the
Administrative Agent, shall not already be subject to a perfected first priority
security  interest  in  favor of the Administrative Agent for the benefit of the
Secured  Parties, then the Company shall, in each case at the Company's expense:
     (a)     in  connection  with  the  formation  or  acquisition  of  a direct
Subsidiary  organized  under the laws of the United States, within 20 days after
such  formation or acquisition, cause such Subsidiary, and cause each direct and
indirect  parent  of  such  Subsidiary  that  is organized under the laws of the
United  States  (if  it has not already done so), to duly execute and deliver to
the  Administrative  Agent  a  guaranty  or  guaranty  supplement,  in  form and
substance  reasonably satisfactory to the Administrative Agent, guaranteeing the
obligations  of  the  Company,  the  other  Borrowers  and  the other Subsidiary
Guarantors,  under  the  Loan  Documents,
(b)     within  10 days after such request, formation or acquisition, furnish to
the  Administrative  Agent  a  description  of  the real and personal properties
located  in  the  United  States  of  the Company and its Subsidiaries in detail
satisfactory  to  the  Administrative  Agent,
(c)     within  20  days  after  such  request,  formation  or acquisition, duly
execute  and  deliver, and cause each such direct Subsidiary organized under the
laws of the United States and each direct and indirect parent of such Subsidiary
(if  it  has  not  already  done  so)  to  duly  execute  and  deliver,  to  the
Administrative  Agent  mortgages,  pledges,  assignments,  security  agreement
supplements  and  other  security  agreements,  as  specified by and in form and
substance  reasonably satisfactory to the Administrative Agent, securing payment
of  all  the  Obligations  of  the  Company,  each  other  Borrower,  each other
Subsidiary  Guarantor, such Subsidiary or such parent, as the case may be, under
the  Loan  Documents  and  constituting  Liens  on  all  such  properties,
(d)     within  30  days after such request, formation or acquisition, take, and
cause  such  direct  Subsidiary organized under the laws of the United States or
such  parent  to  take,  whatever  action  (including,  without  limitation, the
recording  of  mortgages,  the  filing  of  Uniform  Commercial  Code  financing
statements,  the  giving  of  notices  and  the  endorsement of notices on title
documents)  may  be  necessary  or  reasonably  advisable  in the opinion of the
Administrative  Agent  to  vest  in  the  Administrative  Agent  (or  in  any
representative of the Administrative Agent designated by it), for the benefit of
the  Secured  Parties, valid and subsisting Liens on the properties purported to
be  subject  to  the  mortgages,  pledges,  assignments,  security  agreement
supplements  and  security  agreements  delivered pursuant to this Section 7.15,
enforceable  against  all  third  parties  in  accordance  with  their  terms,
(e)     within  60 days after such request, formation or acquisition, deliver to
the  Administrative  Agent,  upon the request of the Administrative Agent in its
sole  discretion,  a  signed  copy  of  a  favorable  opinion,  addressed to the
Administrative  Agent  and the other Secured Parties, of counsel for the Company
acceptable  to  the  Administrative Agent as to the matters contained in clauses
(a),  (c) and (d) above, as to such guaranties, guaranty supplements, mortgages,
pledges,  assignments,  security  agreement  supplements and security agreements
being  legal,  valid  and binding obligations of the Company and each Subsidiary
Guarantor  party  thereto  enforceable in accordance with their terms, as to the
matters  contained in clause (d) above, as to such recordings, filings, notices,
endorsements  and other actions being sufficient to create valid perfected Liens
on such properties, and as to such other matters as the Administrative Agent may
reasonably  request,  and
(f)     at  any time and from time to time, promptly execute and deliver any and
all  further  instruments  and  documents  and take all such other action as the
Administrative Agent may reasonably deem necessary or desirable in obtaining the
full benefits of, or in perfecting and preserving the Liens of, such guaranties,
mortgages,  pledges,  assignments,  security  agreement supplements and security
agreements.
7.16     Further  Assurances.  (a)  Promptly  upon request by the Administrative
         -------------------
Agent,  correct,  and  cause  each  of its Subsidiaries promptly to correct, any
material  defect  or error that may be discovered in any Loan Document or in the
execution,  acknowledgment,  filing  or  recordation  thereof,  and
(b)     Promptly  upon  request  by  the  Administrative  Agent,  do,  execute,
acknowledge, deliver, record, re-record, file, re-file, register and re-register
any and all such further acts, deeds, conveyances, pledge agreements, mortgages,
deeds of trust, trust deeds, assignments, financing statements and continuations
thereof, termination statements, notices of assignment, transfers, certificates,
assurances  and  other  instruments  as  the Administrative Agent may reasonably
require  from  time  to  time  in  order  to  (A) carry out more effectively the
purposes  of  the  Loan  Documents,  (B)  to  the  fullest  extent  permitted by
applicable  law, subject the Company's and each of its Subsidiaries' properties,
assets, rights or interests to the Liens now or hereafter intended to be covered
by  any  of  the  Collateral  Documents,  (C) perfect and maintain the validity,
effectiveness  and  priority  of  any of the Collateral Documents and any of the
Liens  intended  to be created thereunder and (D) assure, convey, grant, assign,
transfer,  preserve,  protect  and  confirm  more  effectively  unto the Secured
Parties  the  rights  granted  or now or hereafter intended to be granted to the
Secured  Parties  under any Loan Document or under any other instrument executed
in  connection  with  any  Loan  Document  to  which  the  Company or any of its
Subsidiaries  is  or  is to be a party, and cause each of its Subsidiaries to do
so.
7.17     Preparation  of  Environmental Reports.  Upon the occurrence and during
         --------------------------------------
continuation  of  a  Default  or  an  Event of Default and at the request of the
Administrative  Agent  from  time to time, provide to the Lenders within 60 days
after  such  request,  at  the  expense  of  the  Company, an environmental site
assessment  report  for  any of its or its Subsidiaries' properties described in
the  Mortgages,  prepared  by an environmental consulting firm acceptable to the
Administrative  Agent, indicating the presence or absence of Hazardous Materials
and  the  estimated  cost  of  any  compliance,  removal  or  remedial action in
connection with any Hazardous Materials on such properties; without limiting the
generality  of the foregoing, if the Administrative Agent determines at any time
(upon the occurrence and continuance of a Default or an Event of Default) that a
material  risk  exists that any such report will not be provided within the time
referred  to  above,  the  Administrative  Agent  may  retain  an  environmental
consulting  firm  to  prepare such report at the expense of the Company, and the
Company  hereby grants and agrees to cause any Subsidiary that owns any property
described  in  the  Mortgages  to  grant  at  the  time  of  such request to the
Administrative  Agent,  the Lenders, such firm and any agents or representatives
thereof  an irrevocable non-exclusive license, subject to the rights of tenants,
to  enter  onto  their  respective  properties  to undertake such an assessment.
7.18     Perfection  of  Security  Interest under Security Agreement.  Within 30
         -----------------------------------------------------------
days  after  the  Sixth  Amendment  Effective  Date (or within such other longer
period  as  the  Administrative  Agent  may  deem  advisable), the Company shall
furnish  to  the  Administrative Agent and in sufficient copies for each Lender:
(a)     acknowledgment  copies  of proper financing statements, duly filed under
the  Uniform  Commercial Code of all jurisdictions that the Administrative Agent
may  deem  necessary or reasonably desirable in order to perfect and protect the
liens  and security interests created under the Security Agreement, covering the
Collateral  described  in  the  Security  Agreement,
(b)     completed  requests  for  information,  listing the financing statements
referred  to  in  clause  (a) above and all other effective financing statements
filed  in  the  jurisdictions  referred  to  in  clause  (a) above that name the
Guarantor  or  any  Subsidiary Guarantor as debtor, together with copies of such
other  financing  statements,  and
(c)     evidence  of  the  completion  of all other recordings and filings of or
with  respect  to  the Security Agreement that the Administrative Agent may deem
necessary  or  desirable  in  order  to  perfect  and  protect the Liens created
thereby.
7.19     Perfection  of the Mortgages.  Within 60 days after the Sixth Amendment
         ----------------------------
Effective  Date  (or within such other longer period as the Administrative Agent
may  deem  advisable), the Company shall furnish to the Administrative Agent and
in  sufficient  copies  for  each  Lender:
(a)     evidence  that  counterparts of the Mortgages have been duly recorded in
all filing or recording offices that the Administrative Agent may deem necessary
or  reasonably  desirable  in order to create a valid and subsisting Lien on the
property  described therein in favor of the Administrative Agent for the benefit
of  the  Secured  Parties  and that all filing and recording taxes and fees have
been  paid,
(b)     fully  paid  American  Land Title Association Lender's Extended Coverage
title  insurance  policies (the "Mortgage Policies") in form and substance, with
                                 -----------------
endorsements  and  in  amount reasonably acceptable to the Administrative Agent,
issued  by  title  insurers acceptable to the Administrative Agent, insuring the
Mortgages  to  be  valid and subsisting Liens on the property described therein,
free  and  clear  of  all defects (including, but not limited to, mechanics' and
materialmen's  Liens)  and  encumbrances,  excepting only encumbrances of record
which  do  not  materially  affect  the property and Permitted Encumbrances, and
providing  for  such  other  affirmative  insurance  (including endorsements for
future  advances  under  the Loan Documents and for mechanics' and materialmen's
Liens)  as  the  Administrative  Agent  may  deem  necessary  or  desirable,
(c)     acknowledgment  copies  of proper financing statements, duly filed under
the  Uniform  Commercial Code of all jurisdictions that the Administrative Agent
may  deem  necessary or reasonably desirable in order to perfect and protect the
liens  and  security  interests  in  all  fixtures attached to all real property
described  in  the  Mortgages,
(d)     such  consents  and  agreements  of lessors and other third parties, and
such  estoppel  letters and other confirmations, as the Administrative Agent may
deem  necessary  or  reasonably  desirable,
(e)     evidence  of  the  insurance  required  by  the  terms of the Mortgages,
(f)     evidence  that  all  other action that the Administrative Agent may deem
necessary  or reasonably desirable in order to create valid and subsisting Liens
on  the  property  described  in  the  Mortgages  has  been  taken,  and
(g)     favorable  opinions  of  local  counsels  with  respect  to  each of the
Mortgages,  in  form  and  substance  satisfactory  to the Administrative Agent.
1.13     Addition  to  Representations and Warranties.  Article VI of the Credit
         --------------------------------------------
Agreement  is  hereby  amended  by  adding  the  following  new  Sections:
6.28     Representations  and  Warranties Incorporated From the Sixth Amendment.
         ----------------------------------------------------------------------
Each  of  the  representations  and  warranties  given  by  Company  to  the
Administrative Agent and the Lenders in the Sixth Amendment are true and correct
in  all  material  respects as of the date of the Sixth Amendment, except to the
extent  such representations and warranties are expressly made as of a specified
date  in  which  event  such  representations  and  warranties shall be true and
correct as of such specified date, and all representations and warranties in the
Collateral  Documents  are  true  and correct in all material respects, and such
representations  and  warranties  are incorporated herein by this reference with
the  same  effect  as  though  set  forth  in  their  entirety  herein.
6.29     Perfection  of  Security  Interests.  All  filings  and  other  actions
         -----------------------------------
necessary  or  desirable  to  perfect  and  protect the security interest in the
Collateral  created under the Collateral Documents will be duly made or taken as
provided  for  herein  and  will be in full force and effect, and the Collateral
Documents  create  in  favor  of the Administrative Agent for the benefit of the
Secured  Parties  a  valid  and,  together  with such filings and other actions,
perfected  priority security interest in the Collateral, securing the payment of
the  Secured Obligations (in each case, as defined in each Collateral Document),
and  all filings and other actions necessary or desirable to perfect and protect
such  security  interest will be duly taken as provided herein.  The Company and
its  Subsidiaries are the legal and beneficial owners of the Collateral free and
clear  of  any  Lien,  except  for  the  liens and security interests created or
permitted  under  the  Loan  Documents.
1.14     Section  11.09.  Section  11.09  of  the Credit Agreement is amended by
         --------------
adding  to  the  end  thereof  the  following:
Upon  the  acceptance  of any appointment as Administrative Agent hereunder by a
successor Administrative Agent and upon the execution and filing or recording of
such  financing  statements,  or  amendments  thereto,  and  such  amendments or
supplements  to  the Mortgages, and such other instruments or notices, as may be
necessary  or  desirable,  or  as  the Majority Lenders may request, in order to
continue  the  perfection of the Liens granted or purported to be granted by the
Collateral  Documents,  such successor Administrative Agent shall succeed to and
become  vested with all the rights, powers, discretion, privileges and duties of
the  retiring  Administrative Agent, and the retiring Administrative Agent shall
be  discharged  from  its  duties  and  obligations  under  the  Loan Documents.
1.15     Additional  Provision.  Article  XII  of the Credit Agreement is hereby
         ---------------------
amended  by  adding  the  following  new  Section:
12.20     Release  of  Collateral.  (a)  Upon the sale, lease, transfer or other
          -----------------------
disposition  of  any  item  of  Collateral  of  the  Company  or  any Subsidiary
(including,  without limitation, as a result of the sale, in accordance with the
terms  of  the  Loan  Documents, of any Subsidiary that owns such Collateral) in
accordance  with,  and  to  the  extent  permitted  by,  the  terms  of the Loan
Documents,  the Administrative Agent will, at the Company's expense, execute and
deliver  to  the  Company  or  such Subsidiary such documents as such Person may
reasonably  request  to evidence the release of such item of Collateral from the
assignment  and  security  interest  granted  under  the Collateral Documents in
accordance  with  the  terms  of  the  Loan  Documents.
(b)     If  the ratio of Adjusted Consolidated Total Debt to Consolidated EBITDA
tested  at the end of each fiscal quarter for the preceding four fiscal quarters
does  not  exceed  3.50  to  1.00  at the end of two consecutive fiscal quarters
ending  at any time after the Sixth Amendment Effective Date, the Administrative
Agent will, upon the Company's request and at the Company's expense, execute and
deliver  to  the  Company  or  such  Subsidiary Guarantor such documents as such
Person  may  reasonably  request  to  evidence  the  permanent  release  of  the
Collateral  from the assignment and security interest granted under the Security
Agreement and the Mortgages (excluding the Pledge Agreements) in accordance with
the  terms  of  the  Loan  Documents.
     SECTION  2.     Conditions  of  Effectiveness
                     -----------------------------
This  Amendment  shall become effective as of the date first above written when,
and only when, the Administrative Agent shall have received counterparts of this
Amendment  executed by the Company and the Majority Lenders or, as to any of the
Lenders,  advice  satisfactory  to the Administrative Agent that such Lender has
executed  this  Amendment  and  the Administrative Agent shall have additionally
received  all  of  the following documents, each such document (unless otherwise
specified)  dated  the  date  of receipt thereof by the Administrative Agent, in
sufficient  copies for each Lender and in form and substance satisfactory to the
Administrative  Agent:
(a)     Certified  copies  of  the resolutions of the Board of Directors of
the  Company  and  each  Subsidiary  Guarantor  approving this Amendment and the
Collateral  Agreements  (as  hereinafter  defined)  to which it is or is to be a
party,  and  the  matters  contemplated  hereby  and  thereby.
(b)     A  certificate of the Secretary or an Assistant Secretary of the Company
and  each  Subsidiary  Guarantor certifying the names and true signatures of the
officers  of  the  Company and such Subsidiary Guarantor authorized to sign this
Amendment  and  the Collateral Agreements to which they are or are to be a party
and  the  other  documents  to  be  delivered  hereunder  and  thereunder.
(c)     A  security  agreement  in  substantially  the  form of Exhibit A hereto
(together  with  each other security agreement and security agreement supplement
delivered  pursuant  to  Section  7.15  of the Credit Agreement, in each case as
amended,  the  "Security  Agreement"),  duly  executed  by  the Company and each
                -------------------
Subsidiary  Guarantor,  together  with evidence of the insurance required by the
terms  of  the  Security  Agreement.
(d)     Deeds  of  trust,  trust  deeds,  mortgages,  leasehold  mortgages  and
leasehold  deeds  of  trust  in  substantially  the form of Exhibit B hereto and
covering  the  properties listed on Schedule II hereto (together with each other
mortgage  delivered  pursuant  to  Section 7.15 of the Credit Agreement, in each
case  as amended, the "Mortgages", and together with the Security Agreement, the
                       ---------
"Collateral  Agreements"),  duly  executed  by  the  Company  or the appropriate
 ----------------------
Subsidiary.
(e)     Evidence  of  insurance  naming  the  Administrative Agent as additional
insured with such responsible and reputable insurance companies or associations,
and  in such amounts and covering such risks, as is satisfactory to the Lenders.
(f)     A  favorable  opinion of Carmody & Torrance LLP, counsel for the Company
and each Subsidiary Guarantor, in substantially the form of Exhibit C hereto and
as  to  such  other  matters  as any Lender through the Administrative Agent may
reasonably  request.
(g)     A  certificate  signed  by a duly authorized officer of the Company
stating  that:
(i)     The representations and warranties contained in Section 3 and in each of
   the Collateral Agreements delivered pursuant to this Section 2 are correct on
   and as of the date of such certificate as though made on and as of such date
other than any such representations or warranties that, by their terms, refer to
               a date other than the date of such certificate; and
(ii)     No event has occurred and is continuing that constitutes a Default or
                              an Event of Default.
This  Amendment  is  subject  to  the  provisions of Section 12.01 of the Credit
Agreement.
     SECTION  3.     Representations  and  Warranties  of  the  Company
The  Company  represents and warrants to Administrative Agent and the Lenders as
follows:
3.1     Incorporation  of  Representation  and  Warranties  from Agreement.  The
        ------------------------------------------------------------------
representations  and  warranties  contained  in the Credit Agreement, as amended
hereby,  and  in  the  other Loan Documents are true and correct in all material
respects  at  and as of the Sixth Amendment Effective Date (except to the extent
specifically  made  with  regard  to  a  particular  date  in  which  case  such
representations  and  warranties  shall  be  true  and correct as of such date).
3.2     Absence  of Default or Event of Default.  Before and after giving effect
        ---------------------------------------
to  this Amendment, no Default or Event of Default exists, will exist or will be
continuing.
3.3     Corporate  Power and Authority.  The Company has the corporate power and
        ------------------------------
authority  to  execute,  deliver  and  perform  the terms and provisions of this
Amendment  and  has  taken  all  necessary  corporate  action  to  authorize the
execution,  delivery  and  performance  by  it  of  this  Amendment.
3.4     No  Additional Consents Required.  No authorization or approval or other
        --------------------------------
action  by,  and  no  notice  to  or  filing or registration with, any Person is
required  in  connection  with,  the  execution, delivery and performance hereof
other  than  those  obtained  and  in  full  force  and  effect.
3.5     Binding Obligation.  This Amendment has been duly executed and delivered
        ------------------
by  the  Company  and  is the legal, valid and binding obligation of the Company
enforceable  against  the  Company  in  accordance with its terms, except as the
enforcement  thereof  may be subject to the effect of any applicable bankruptcy,
insolvency,  reorganization,  moratorium  or  similar  laws affecting creditors'
rights  generally  and  general  principles  of  equity  (regardless  of whether
enforcement  is  sought  in  equity  or  at  law).
3.6     No  Violation  or  Conflict.  Neither  the  execution,  delivery  and
        ---------------------------
performance  of  this  Amendment  by  the  Company  nor  the consummation of the
transactions  contemplated  hereby  will  (i)  contravene  any  provision of any
Requirement  of Law applicable to the Company or (ii) conflict with or result in
a  breach  by  the  Company  of  any  Organizational  Document.
3.7     Good  Standing.  On the Sixth Amendment Effective Date, the Company is a
        --------------
duly  organized  and validity existing corporation in good standing in its state
of  incorporation.
3.8     No  Amendments to Bylaws.  A true and complete copy of the bylaws of the
        ------------------------
Company  has  been  delivered to Administrative Agent prior to or on the date of
this  Amendment.
     SECTION  4.     Reference  to  and  Effect  on  the  Credit  Agreement
                     ------------------------------------------------------
On  and  after  the  date hereof each reference in the Credit Agreement to "this
Agreement,"  "hereunder,"  "hereof," "herein," or words of like import, and each
reference  to the Credit Agreement in the Loan Documents and all other documents
(the  "Ancillary  Documents") delivered in connection with the Credit Agreement,
       --------------------
shall  mean  and  be  a  reference  to  the  Credit Agreement as amended hereby.
Except  as  specifically  amended above, the Credit Agreement and the other Loan
Documents  shall  remain  in  full  force and effect and are hereby ratified and
confirmed.
The execution, delivery and effectiveness of this Amendment shall not, except as
expressly  provided herein, operate as a waiver of any right, power or remedy of
the Lenders or Administrative Agent under the Credit Agreement or the other Loan
Documents.
SECTION  5.  Fees,  Costs  and Expenses.  On the Sixth Amendment Effective Date,
             --------------------------
(a)  the  Company  agrees  to pay a fee to the Administrative Agent on behalf of
each  Lender  (other than any Lender who has waived such fee) which has executed
and  delivered  this  Amendment on or prior to 12:00 noon, E.S.T. on November 9,
2001  (or  at  any  other time otherwise agreed by the Borrower) equal to 10 bps
times  the  Commitment of such Lender as in effect under the Credit Agreement on
the  Sixth  Amendment  Effective  Date;  (b)  the  Company  agrees to pay to the
Administrative  Agent  for  the  Administrative  Agent's  own account those fees
specified  in  that  certain  Fee  Letter dated as of November 9, 2001 among the
Company and the Administrative Agent; and (c) the Company also agrees to pay all
reasonable  costs  and expenses in connection with the negotiation, preparation,
printing, typing, reproduction, execution and delivery of this Amendment and all
other  documents  furnished pursuant hereto or in connection herewith, including
without limitation, the reasonable fees and out-of-pocket expenses of Shearman &
Sterling,  special  counsel to Administrative Agent, or the reasonable allocated
costs  of  staff  counsel  as  well  as  the  fees and out-of-pocket expenses of
counsel,  independent  public  accountants and other outside experts retained by
Administrative  Agent  in  connection with the administration of this Amendment.
SECTION  6.  Reaffirmation  of  Guaranties.  Each  Subsidiary  Guarantor  as  a
             -----------------------------
guarantor  of  the  Obligations under the Subsidiary Guaranty and the other Loan
Documents,  hereby  reaffirms  its  continuing  obligations  and  liabilities
thereunder,  and  agrees  that  such  Subsidiary  Guaranty  and  the  other Loan
Documents  shall  remain  in  full  force and effect and cover and extend to all
Obligations  under  the  Credit  Agreement  (as  amended  hereby).
SECTION  7.  Execution  in  Counterparts.  This  Amendment  may  be  executed in
             ---------------------------
counterparts, each of which when so executed and delivered shall be deemed to be
an  original  and  all  of which taken together shall constitute but one and the
same  instrument.  Delivery  of  an  executed counterpart of a signature page to
this  Amendment  by  facsimile  transmission shall be effective as delivery of a
manually  executed  counterpart  of  this  Amendment.
SECTION 8.  Governing Law.  THIS AMENDMENT SHALL BE GOVERNED BY AND CONSTRUED IN
            -------------
ACCORDANCE  WITH  THE  INTERNAL  LAWS  OF  THE  STATE  OF  NEW  YORK.
                            [signature pages follow]

<PAGE>


IN  WITNESS  WHEREOF,  the  parties hereto have caused this Amendment to be duly
executed  and  delivered  by their proper and duly authorized officers as of the
day  and  year  first  above  written.
MacDERMID,  INCORPORATED

By:     John  Cordani
        -------------
Title:  Secretary

MacDERMID  TOWER,  INC.
MacDERMID  TARTAN,  INC.
MacDERMID  ACUMEN,  INC.
MacDERMID  EQUIPMENT,  INC.
MacDERMID  SOUTH  ATLANTIC,  INC.
MacDERMID  OVERSEAS  ASIA,
  LIMITED
MacDERMID  EUROPE,  INC.
MacDERMID  DELAWARE,  INC.
MacDERMID  INVESTMENTS
  CORPORATION
MacDERMID  SOUTH  AMERICA,  INC.
SPECIALTY  POLYMERS,  INC.
ECHO  INTERNATIONAL,  INC.
MCD  ACQUISITION  CORP.
W.  CANNING,  INC.
W.  CANNING  USA,  LLC
DYNACIRCUITS,  LLC
CANNING  GUM,  LLC
MacDERMID  GRAPHIC  ARTS,  INC.
MacDERMID-PTI,  INC.
SUPRATECH  SYSTEMS  INC.
NAPP  SYSTEMS  INC.

By:     John  Cordani
        -------------
Title:  Secretary

BANK  OF  AMERICA,  N.A.,
as  Administrative Agent and Individually as a Lender, the Swing Line Lender and
as  the  Issuing  Bank

By:     Wendy  J.  Gorman
        -----------------
Title:  Principal

MacDERMID  COLORSPAN  INCORPORATED
AXCYL  INCORPORATED

By:     John  Cordani
        -------------
Title:  Secretary

FLEET  NATIONAL  BANK,  as  Syndication  Agent  and  as  a  Lender

By:     Janet  G.  O'Donnell
        --------------------
Title:  Managing  Director

THE  BANK  OF  NEW  YORK,  as  Co-Agent  and  as  a  Lender

By:     Melinda  White
        --------------
Title:  VP

FIRST  UNION  NATIONAL  BANK,  as  Co-Agent  and  as  a  Lender

By:     Robert  Brown
        -------------
Title:  Vice  President

LLOYDS  TSB  BANK  PLC  as  Co-Agent  and  as  a  Lender

By:     Ian  Dimmock
        ------------
Title:  Vice  President  Acquisition  Finance

By:
Title:

THE  CHASE  MANHATTAN  BANK

By:     Stacey  Haimes
        --------------
Title:  VP

COMERICA  BANK

By:     John  M.  Costa
        ---------------
Title:  First  Vice  President

BANK  ONE,  N.A.  (f/k/a/  THE  FIRST  NATIONAL  BANK  OF  CHICAGO)

By:
Title:

ABN  AMRO  BANK  N.V.

Title:

By:     George  Dugan
        -------------
Title:  Vice  President

BANK  OF  MONTREAL

By:     Brian  Hunter
        -------------
Title:  Director

BANK     OF  TOYKO-MITSUBISHI  TRUST
COMPANY

By:     Pamela  Donnelly
        ----------------
Title:  Vice  President

DG  BANK  DEUTSCHE
GENOSSENSCHAFTSBANK  AG,  CAYMAN
ISLAND  BRANCH

By:     Ya-Roo  Yang
        ------------
Title:  Assistant  Vice  President

By:     Bernd  Henrik  Franke
        ---------------------
Title:  Vice  President

THE  ROYAL  BANK  OF  SCOTLAND  plc

By:
Title:

UNICREDITO  ITALIANO  S.p.A.,  New  York  Branch

By:
Title:

By:
Title:

HSBC  BANK  USA

By:     Alan  Vitulich
        --------------
Title:  Vice  President

FORTIS  (USA)  FINANCE  LLC

By:     E.  Matthews
        ------------
Title:

WACHOVIA  BANK,  N.A.

By:     Robert  Wilson
        --------------
Title:  Vice  President

CREDIT  SUISSE  FIRST  BOSTON

By:     James  P.  Moran
        ----------------
Title:  Director



<PAGE>
                                                                   SCHEDULE I TO
                                             SIXTH AMENDMENT TO CREDIT AGREEMENT
<TABLE>
<CAPTION>



MACDERMID INCORPORATED
WORLDWIDE LINES OF CREDIT
USD CONVERSIONS
<S>                        <C>                 <C>
FACILITY/OPERATION         BANK                AMOUNT- USD
-------------------------  ------------------  -----------
MacDermid Inc              Bank of America     215,000,000
Eurocir Group              Various              30,000,000
MacDermid Canning UK       Barclays             15,000,000
MacDermid US Operations    Fleet                 7,000,000
MacDermid Benelux          Fortis                5,000,000
MacDermid Taiwan           HSBC                  2,500,000
MacDermid Asia             Chase                 2,100,000
MacDermid Hong Kong        Chase                 2,100,000
MacDermid Hong Kong        HSBC                  2,000,000
MacDermid Singapore        HSBC                  1,800,000
MacDermid Japan            BTM                   2,000,000
MacDermid Japan            Dai-Ichi Kangyo         900,000
MacDermid Italiana         Banco San Paolo         850,000
MacDermid Sweden           Handelsbanken           625,000
MacDermid France           Banque Populaire        600,000
MacDermid Italiana         Banco Pop Dimilano      450,000
MacDermid Italiana         Banco Ambrovenelo       375,000
MacDermid Italiana         Banco Cariplo           328,000
MacDermid Canada           Commerce Bank           325,000
MacDermid Italiana         Banco Pop Veneta        280,000
MacDermid Italiana         Banc Sella Spa          250,000
MacDermid France           Soc Lyonnaise           200,000
MacDermid Australia        Chase                   200,000
MacDermid France           Banque Worms            200,000
MacDermid Germany          Spar Kasse               50,000

                                               -----------
                                               290,133,000
</TABLE>