EXHIBIT 4.7


 


AMENDMENT NO. 2 TO RIGHTS AGREEMENT


 


THIS AMENDMENT
TO RIGHTS AGREEMENT (the “Amendment”) dated as of October 5, 2004, is between
DuPont Photomasks, Inc., a Delaware corporation (the “Company”), and Equiserve
Trust Company, N.A. (the “Rights Agent”).


 


WHEREAS, the
Company and the Rights Agent are parties to a Rights Agreement, dated as of
January 30, 2001, as amended by Amendment No. 1 to Rights Agreement, dated
April 29, 2003 (collectively, the “Rights Agreement”); and


 


WHEREAS,
pursuant to Section 27 of the Rights Agreement, the Company and the Rights
Agent desire to amend the Rights Agreement as set forth below;


 


NOW THEREFORE,
the Rights Agreement is hereby amended as follows:


1.             Amendment
of Section 1.


 


Section 1 of
the Rights Agreement is amended by adding thereto subsections (gg) and (hh)
which shall read as follows:


 


“(gg) “Agreement and Plan of Merger” shall mean the Agreement and Plan
of Merger, dated as of October 5, 2004, by and among Toppan Printing Co., Ltd.,
a Japanese corporation (“Parent”), Toppan Corporation, a Delaware corporation
and wholly owned subsidiary of Parent (“Merger Sub”), and the Company, as the
same may be amended from time to time.”


 


“(hh) “Stockholders Agreement” shall mean the Stockholders Voting
Agreement, dated as of October 5, 2004, among Parent, E.I. du Pont de Nemours
and Company and DuPont Chemical and Energy Operations, Inc., as the same may be
amended from time to time.”


 


2.             Amendment of Section 7.


 


Paragraph (a) of Section 7 of the Rights Agreement is amended by
deleting the word “or” immediately preceding clause (iii) thereof, inserting “,”
after the parenthetical (the “Redemption Date”) thereof, deleting the “.” at
the end of the paragraph and by adding the following new phrase immediately
following clause (iii) thereof:  “or (iv)
immediately prior to the Effective Time (as defined in the Merger Agreement).”


 


3.             Addition
of New Section 35.


 


The Rights Agreement is amended by adding a Section 35 thereof which
shall read as follows:


 


“Section 35.  Exception For Merger Agreement.  Notwithstanding any provision of this
Agreement to the contrary, neither a Distribution Date, Flip-In Event nor a
Stock Acquisition Date shall be deemed to have occurred, none of Parent, Merger
Sub or any of their Affiliates or Associates shall be deemed to have become an
Acquiring Person, and no holder of any Rights shall be entitled to exercise
such Rights under, or be entitled to any rights pursuant to, any of Sections 3,
7, 11 or 13 of this Agreement, in any such case by reason of (a) the approval,
execution or delivery of the Merger Agreement, the Stockholders Agreement or
any amendments thereof approved in advance by the Board of Directors of the
Company or (b) the commencement or, prior to termination of the Merger
Agreement, the consummation of any of the transactions contemplated by the
Merger Agreement or the Stockholders Agreement in accordance with their
respective provisions, including without limitation, the Merger (as defined in
the Merger Agreement).”


 





















 


4.             Effectiveness.


 


This Amendment shall be deemed effective as of the date hereof as if
executed by both parties hereto on such date. 
Except as amended hereby, the Rights Agreement shall remain in full
force and effect and shall be otherwise unaffected hereby.


 


5.             Miscellaneous.


 


This Amendment shall be deemed to be a contract made under the laws of
the State of Delaware and for all purposes shall be governed by and construed
in accordance with the laws of such state applicable to contracts to be made
and performed entirely within such state. 
This Amendment may be executed in any number of counterparts, each of
such counterparts shall for all purposes be deemed to be an original, and all
such counterparts shall together constitute but one and the same
instrument.  If any term, provision,
covenant or restriction of this Amendment is held by a court of competent
jurisdiction or other authority to be invalid, illegal or unenforceable, the
remainder of the terms, provisions, covenants and restrictions of this
Amendment shall remain in full force and effect and shall in no way be
affected, impaired or invalidated.


 


IN WITNESS WHEREOF, the parties hereto have cause this Amendment to be
duly executed as of the date set forth above.


 


	
   

  	
  DUPONT
  PHOTOMASKS, INC.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ James
  Boeckman

  	
   

  
	
   

  	
  Name: James
  Boeckman

  	
   

  
	
   

  	
  Title: 
  Executive Vice President – Law and

  Administration, General Counsel

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  EQUISERVE
  TRUST COMPANY, N.A.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Tammie
  J. Marshall

  	
   

  
	
   

  	
  Name:  Tammie J. Marshall

  	
   

  
	
   

  	
  Title:
  Senior Account Manager