Exhibit
4.2


 


SUPPLEMENTAL
INDENTURE


 


THIS SUPPLEMENTAL INDENTURE (the “Supplemental Indenture”) dated as of April
4, 2005, is between DuPont Photomasks, Inc., a Delaware corporation (the “Company”) and JPMorgan Chase Bank, National
Association, a national banking association (successor to JPMorgan Chase Bank,
a New York banking corporation), as Trustee (the “Trustee”).  Capitalized
terms used herein and not otherwise defined have the meanings set forth in the
Indenture referred to below.


 


WHEREAS, the Company has heretofore executed and
delivered to the Trustee an Indenture dated as of May 5, 2003 (the “Indenture”) providing for the issuance of
the Company’s 1.25% Convertible Subordinated Notes due May 15, 2008 (each, a “Security”).


 


WHEREAS, Toppan Printing Co., Ltd., a Japanese
corporation (“Toppan”), Toppan
Corporation, a Delaware corporation (“Merger
Sub”), and the Company entered into an Agreement and Plan of Merger
dated October 5, 2004 (the “Merger Agreement”),
pursuant to which Merger Sub will be merged with and into the Company, with the
Company continuing after the merger as the surviving corporation and a wholly
owned subsidiary of Toppan (the “Merger”).


 


WHEREAS, as a result of the Merger, each outstanding
share of Common Stock will be converted into the right to receive USD $27.00 in
cash, without interest.


 


WHEREAS, pursuant to Section 4.11 of the Indenture,
as a condition precedent to the Merger, the Company is required to execute and
deliver this Supplemental Indenture to the Trustee providing that the Holder of
each Security then outstanding shall have the right to convert such Security
into the kind and amount of shares of stock and other securities and property
(including cash) receivable in the Merger by a holder of the number of shares
of Common Stock deliverable upon conversion of such Security immediately prior
to such Merger.


 


WHEREAS, in accordance with Section 11.01(a) of the
Indenture, the Company and the Trustee may amend or supplement the Indenture or
the Securities to comply with Section 4.11 without notice to or consent of any
Securityholder.


 


WHEREAS, the Company desires and has requested the
Trustee enter into this Supplemental Indenture for the purpose of amending the
Indenture to provide that, upon conversion of the Securities under the
Indenture, a Holder of Securities will receive USD $27.00 in cash, without
interest, in lieu of each share of Common Stock to which such Holder otherwise
would have been entitled upon conversion.


 


NOW THEREFORE, in consideration of the agreements and
obligations set forth herein and for other good and valuable consideration, the
sufficiency of which is hereby acknowledged, the parties hereto agree as
follows.


 


1.             Definitions.  Section 1.01 of the Indenture is hereby
amended by the addition of the following definitions:


 


“Merger”
means the merger of Toppan Corporation, a Delaware corporation, with and into
the Company pursuant to that Agreement and Plan of Merger dated October 5, 2004
among Toppan Printing Co., Ltd., a Japanese corporation, Toppan Corporation and
the Company.


 


“Merger Consideration” means USD $27.00 in
cash, without interest.


 





















 


2.             Conversion.  Notwithstanding anything to
the contrary set forth in Article 4 of the Indenture, pursuant to Section 4.11
of the Indenture, upon conversion of a Security after the effective time of the
Merger, the Holder shall receive (i) Merger Consideration in lieu of each share
of Common Stock to which such Holder otherwise would have been entitled upon
conversion of the Security pursuant to Section 4.01 of the Indenture, and (ii)
an amount in cash in lieu of any fractional share of Common Stock into which
such Security otherwise would have converted determined by multiplying $27.00
by such fractional share and rounding the product to the nearest whole cent.  In no event shall any Holder be entitled to
receive shares of Common Stock upon conversion of Securities after the
effective time of the Merger.  The
Company shall pay Holders the amounts under this Section 2 as soon as
practicable following each applicable Conversion Date.  In the event the Company is unable to deliver
the required shares of Common Stock to a Holder electing to convert its
Securities prior to the effective time of the Merger due to closure of the Company’s
stock transfer books, the Company shall treat such Holder as having elected to
convert its Securities after the effective time of the Merger and shall pay
such Holder the amounts set forth in this Section 2 as soon as practicable
following the applicable Conversion Date


 


3.             Notice
of Merger.  The Company shall
promptly file with the Trustee an Officers’ Certificate stating the effective
time of the Merger.  Unless and until the
Trustee shall receive such Officers’ Certificate, the Trustee may assume
without inquiry that the effective time of the Merger has not occurred.


 


4.             Accrued
Interest on Converted Securities.  By
way of clarification, interest shall continue to accrue on the principal amount
of Securities from and after the effective time of the Merger from the most
recent date to which interest has been paid to, but excluding, the applicable
Conversion Date and shall be paid to the Holder surrendering Securities for
conversion as soon as practicable following such Conversion Date.


 


5.             Parties.  Nothing expressed or mentioned herein is
intended or shall be construed to give any Person other than the Holders and
the Trustee, any legal or equitable right, remedy or claim under or in respect
of this Supplemental Indenture or the Indenture or any provision herein or
therein contained.


 


6.             Governing
Law.  This Supplemental Indenture
shall be governed by and construed in accordance with the laws of the State of
New York, as applied to contracts made and performed in the State of New York.


 


7.             Separability.  Each provision of this Supplemental Indenture
shall be considered separable and if for any reason any provision which is not
essential to the effectuation of the basic purpose of this Supplemental
Indenture shall be invalid, illegal or unenforceable, the validity, legality
and enforceability of the remaining provisions shall not in any way be affected
or impaired thereby.


 


8.             Condition
to Operative Effect.  Pursuant to
Section 11.07 of the Indenture, this Supplemental Indenture shall become
effective upon execution hereof by the Trustee and the Company.


 


9.             Multiple
Counterparts.  The parties may sign
multiple counterparts of this Supplemental Indenture. Each signed counterpart
shall be deemed an original, but all of them together represent one and the
same agreement.


 


10.           Effect
of Headings.  The headings of the
sections in this Supplemental Indenture have been inserted for convenience of
reference only, are not to be considered a part hereof, and shall in no way
modify or restrict any of the terms or provisions hereof.


 





















 


11.           The
Trustee.  The Trustee shall not be
responsible in any manner whatsoever for or in respect of the validity,
legality or sufficiency of this Supplemental Indenture or for or in respect of
the recitals contained herein, all of which recitals are made solely by the Company.


 


12.           Ratification
of Indenture; Supplemental Indenture Part of Indenture.  Except as expressly supplemented hereby, the
Indenture is in all respects ratified and confirmed and all the terms,
conditions and provisions thereof shall remain in full force and effect. This
Supplemental Indenture shall form a part of the Indenture for all purposes, and
every Holder of Securities heretofore or hereafter authenticated and delivered
shall be bound hereby.


 


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follow on next page]


 





















 


IN WITNESS WHEREOF, the parties hereto have caused
this Supplemental Indenture to be duly executed and attested, all as of the
date first above written.


 


 


	
   

  	
  DuPont Photomasks, Inc.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   /s/ Marshall C. Turner

  
	
   

  	
   

  	
  Marshall C.
  Turner

  
	
   

  	
   

  	
  Chairman and
  Chief Executive Officer

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  JPMorgan Chase Bank, National Association, as

  Trustee

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
    /s/ Carol Logan

  
	
   

  	
   

  	
  Carol Logan

  
	
   

  	
   

  	
  Vice President and Trust Officer