Supplemental Indenture



 Exhibit 4.7 
 SUPPLEMENTAL INDENTURE 
 SUPPLEMENTAL
INDENTURE (this “Supplemental Indenture”), dated as of April 12, 2007, among MacDermid, Incorporated, a Connecticut corporation (the “Company”), as successor to Matrix Acquisition Corp. (the
“Matrix”), the guaranteeing subsidiaries listed on Schedule 1 hereto (individually, a “Guaranteeing Subsidiary,” and collectively, the “Guaranteeing Subsidiaries”) and The Bank of
New York, as trustee under the indenture referred to below (the “Trustee”). 
 WITNESSETH

 WHEREAS, Matrix has heretofore executed and delivered to the Trustee an indenture (the
“Indenture”), dated as of April 12, 2007, providing for the initial issuance of an aggregate principal amount of $350,000,000 of 9 1/2% Senior Subordinated Notes due 2017 (the “Initial Notes”)
and additional notes to be issued from time to time under the Indenture as part of the same series of Initial Notes (the “Additional Notes” and, together with the Initial Notes, the “Notes”);

 WHEREAS, upon the consummation of the Acquisition Transactions, Matrix was merged with and into the Company, with
the Company as the surviving corporation. 
 WHEREAS, the Indenture provides that under certain circumstances the Guaranteeing
Subsidiaries shall execute and deliver to the Trustee a supplemental indenture pursuant to which each Guaranteeing Subsidiary shall unconditionally guarantee all of the Company’s Obligations under the Notes and the Indenture on the terms and
conditions set forth herein (the “Note Guarantee”); and 
 WHEREAS, pursuant to Section 9.01 of the
Indenture, the Trustee is authorized to execute and deliver this Supplemental Indenture. 
 NOW THEREFORE, in consideration of
the foregoing and for other good and valuable consideration, the receipt of which is hereby acknowledged, the Company and each Guaranteeing Subsidiary and the Trustee mutually covenant and agree for the equal and ratable benefit of the Holders of
the Notes as follows: 
 1. CAPITALIZED TERMS. Capitalized terms used herein without definition
shall have the meanings assigned to them in the Indenture. 
 2. ASSUMPTION OF
OBLIGATIONS. Pursuant to Section 5.01 of the Indenture, the Company hereby agrees to assume all the obligations of Matrix under the Notes and the Indenture. 

  
 1 








 3. AGREEMENT TO GUARANTEE. Each Guaranteeing
Subsidiary hereby agrees as follows: 
 (a) To jointly and severally Guarantee to each Holder of a Note
authenticated and delivered by the Trustee and to the Trustee and its successors and assigns, the Notes or the obligations of the Company hereunder or thereunder, that: 

(i) the principal of and interest on the Notes will be promptly paid in full when due, whether at maturity, by
acceleration, redemption or otherwise, and interest on the overdue principal of and interest on the Notes, if any, if lawful, and all other obligations of the Company to the Holders or the Trustee hereunder or thereunder will be promptly paid in
full or performed, all in accordance with the terms hereof and thereof; and 
 (ii) in case of any extension of
time of payment or renewal of any Notes or any of such other obligations, that same will be promptly paid in full when due or performed in accordance with the terms of the extension or renewal, whether at stated maturity, by acceleration or
otherwise. Failing payment when due of any amount so guaranteed or any performance so guaranteed for whatever reason, the Guarantors shall be jointly and severally obligated to pay the same immediately. 

(b) The obligations hereunder shall be unconditional, irrespective of the validity, regularity or enforceability of the
Notes or the Indenture, the absence of any action to enforce the same, any waiver or consent by any Holder of the Notes with respect to any provisions hereof or thereof, the recovery of any judgment against the Company, any action to enforce the
same or any other circumstance which might otherwise constitute a legal or equitable discharge or defense of a guarantor. 
 (c) The following is hereby waived: diligence, presentment, demand of payment filing of claims with a court in the event of insolvency or bankruptcy of the Company, any right to require a proceeding first
against the Company, protest, notice and all demands whatsoever. 
 (d) This Note Guarantee shall not be
discharged except by complete performance of the obligations contained in the Notes and the Indenture, and the Guaranteeing Subsidiary accepts all obligations of a Guarantor under the Indenture. 

(e) If any Holder or the Trustee is required by any court or otherwise to return to the Company, the Guarantors, or any
Custodian, Trustee, liquidator or other similar official acting in relation to either the Company or the Guarantors, any amount paid by either to the Trustee or such Holder, this Note Guarantee, to the extent theretofore discharged, shall be
reinstated in full force and effect. 
 (f) The Guaranteeing Subsidiary shall not be entitled to any right of
subrogation in relation to the Holders in respect of any obligations guaranteed hereby until payment in full of all obligations guaranteed hereby. 

  
 2 








 (g) As between the Guarantors, on the one hand, and the Holders and the
Trustee, on the other hand, (x) the maturity of the obligations guaranteed hereby may be accelerated as provided in Article 6 of the Indenture for the purposes of this Note Guarantee, notwithstanding any stay, injunction or other
prohibition preventing such acceleration in respect of the obligations guaranteed hereby, and (y) in the event of any declaration of acceleration of such obligations as provided in Article 6 of the Indenture, such obligations (whether or
not due and payable) shall forthwith become due and payable by the Guarantors for the purpose of this Note Guarantee. 
 (h) The Guarantors shall have the right to seek contribution from any non-paying Guarantor so long as the exercise of such right does not impair the rights of the Holders under the Guarantee. 

(i) Pursuant to Section 10.02 of the Indenture, after giving effect to any maximum amount and any other contingent
and fixed liabilities that are relevant under any applicable Bankruptcy or fraudulent conveyance laws, and after giving effect to any collections from, rights to receive contribution from or payments made by or on behalf of any other Guarantor in
respect of the obligations of such other Guarantor under Article 11 of the Indenture, this new Note Guarantee shall be limited to the maximum amount permissible such that the obligations of such Guarantor under this Note Guarantee will not
constitute a fraudulent transfer or conveyance. 
 4. EXECUTION AND DELIVERY. Each
Guaranteeing Subsidiary agrees that the Note Guarantees shall remain in full force and effect notwithstanding any failure to endorse on each Note a notation of such Note Guarantee. 

5. GUARANTEEING SUBSIDIARY MAY CONSOLIDATE, ETC.
ON CERTAIN TERMS. 
 (a) A Guaranteeing Subsidiary may not
consolidate with or merge with or into (whether or not such Guarantor is the surviving Person) another corporation, Person or entity whether or not affiliated with such Guarantor unless: 

(i) subject to Sections 11.04 and 11.05 of the Indenture, the Person formed by or surviving any such consolidation or
merger (if other than a Guarantor or the Company) unconditionally assumes all the obligations of such Guarantor, pursuant to a supplemental indenture in form and substance reasonably satisfactory to the Trustee, under the Notes, the Indenture and
the Note Guarantee on the terms set forth herein or therein; and 
 (ii) immediately after giving effect to such
transaction, no Default or Event of Default exists. 
 (b) In case of any such consolidation, merger, sale or
conveyance and upon the assumption by the successor corporation, by supplemental indenture, executed and delivered to the Trustee and satisfactory in form to the Trustee, of the Note Guarantee endorsed upon the Notes and the due and punctual


  
 3 








 
performance of all of the covenants and conditions of the Indenture to be performed by the Guarantor, such successor corporation shall succeed to and be substituted for the Guarantor with the
same effect as if it had been named herein as a Guarantor. Such successor corporation thereupon may cause to be signed any or all of the Note Guarantees to be endorsed upon all of the Notes issuable hereunder which theretofore shall not have been
signed by the Company and delivered to the Trustee. All the Note Guarantees so issued shall in all respects have the same legal rank and benefit under the Indenture as the Note Guarantees theretofore and thereafter issued in accordance with the
terms of the Indenture as though all of such Note Guarantees had been issued at the date of the execution hereof. 
 (c) Except as set forth in Articles 4 and 5 and Section 11.05 of Article 11 of the Indenture, and notwithstanding clauses (a) and (b) above, nothing contained in the Indenture or
in any of the Notes shall prevent any consolidation or merger of a Guarantor with or into the Company or another Guarantor, or shall prevent any sale or conveyance of the property of a Guarantor as an entirety or substantially as an entirety to the
Company or another Guarantor. 
 6. RELEASES. 

(a) In the event of a sale or other disposition of all of the assets of any Guarantor, by way of merger, consolidation or
otherwise, or a sale or other disposition of all to the capital stock of any Guarantor, in each case to a Person that is not (either before or after giving effect to such transaction) a Restricted Subsidiary of the Company, then such Guarantor (in
the event of a sale or other disposition, by way of merger, consolidation or otherwise, of all of the capital stock of such Guarantor) or the corporation acquiring the property (in the event of a sale or other disposition of all or substantially all
of the assets of such Guarantor) will be released and relieved of any obligations under its Note Guarantee; provided that the Net Proceeds of such sale or other disposition are applied in accordance with the applicable provisions of the
Indenture, including without limitation Section 4.10 of the Indenture. Upon delivery by the Company to the Trustee of an Officers’ Certificate and an Opinion of Counsel to the effect that such sale or other disposition was made by the
Company in accordance with the provisions of the Indenture, including without limitation Section 4.10 of the Indenture, the Trustee shall execute any documents reasonably required in order to evidence the release of any Guarantor from its
obligations under its Note Guarantee. 
 (b) Any Guarantor not released from its obligations under its Note
Guarantee shall remain liable for the full amount of principal of and interest on the Notes and for the other obligations of any Guarantor under the Indenture as provided in Article 11 of the Indenture. 

  
 4 








 7. NO RECOURSE AGAINST OTHERS.
No past, present or future director, officer, employee, incorporator, stockholder or agent of any Guaranteeing Subsidiary, as such, shall have any liability for any obligations of the Company or any Guaranteeing Subsidiary under the notes, any Note
Guarantees, the Indenture or this Supplemental Indenture or for any claim based on, in respect of, or by reason of, such obligations or their creation. Each Holder of the Notes by accepting a Note waives and releases all such liability. The waiver
and release are part of the consideration for issuance of the notes. Such waiver may not be effective to waive liabilities under the federal securities laws and it is the view of the sec that such a waiver is against public policy. 

8. NEW YORK LAW TO GOVERN. THE INTERNAL LAW OF THE STATE OF NEW YORK SHALL GOVERN AND BE USED TO CONSTRUE THIS SUPPLEMENTAL
INDENTURE BUT WITHOUT GIVING EFFECT TO APPLICABLE PRINCIPLES OF CONFLICTS OF LAW TO THE EXTENT THAT THE APPLICATION OF THE LAWS OF ANOTHER JURISDICTION WOULD BE REQUIRED THEREBY. 

9. COUNTERPARTS. The parties may sign any number of copies of this Supplemental Indenture. Each signed copy shall be an
original, but all of them together represent the same agreement. 
 10. EFFECT OF
HEADINGS. The Section headings herein are for convenience only and shall not affect the construction hereof. 
 11. THE TRUSTEE. The Trustee shall not be responsible in any manner whatsoever for or in respect of the validity or sufficiency of this Supplemental Indenture or for or in
respect of the recitals contained herein, all of which recitals are made solely by each Guaranteeing Subsidiary and the Company. 

  
 5 








 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. 
  

									
		 		 	SIGNATURES
			
	Dated as of April 12, 2007	 		 	
			
		 		 	MACDERMID INCORPORATED
					
		 		 		 	By:	 	/s/ Daniel H. Leever
		 		 		 		 	 Name: Daniel H. Leever

Title:   President


  

	
	Attest:
	
	/s/ Ross Hurwitz
	 Name: Ross Hurwitz

Title:


  

									
		 		 	EACH GUARANTEEING SUBSIDIARY LISTED ON SCHEDULE I
HERETO
					
		 		 		 	By:	 	/s/ John L. Cordani
		 		 		 		 	 Name: John L. Cordani

Title:   Secretary


  

	
	Attest:
	
	/s/ Ross Hurwitz
	 Name: Ross Hurwitz

Title:


  

									
		 		 	THE BANK OF NEW YORK
					
		 		 		 	By:	 	/s/ Geovanni Barris
		 		 		 		 	 Name: Geovanni Barris

Title:   Vice President


  

	
	Attest:
	
	/s/ Scott I. Klein
	 Name: Scott I. Klein
 Title:
  Assistant Treasurer



  
 6 








 SCHEDULE I 

SCHEDULE OF GUARANTEEING SUBSIDIARIES 
  

			
	Guaranteeing Subsidiary	  	 Jurisdiction of

Organization/Formation

		
	Autotype Holdings (USA) Inc.	  	Illinois, United States
		
	Bayport Chemical Services, Inc.	  	 Texas,

United States

		
	Canning Gumm, LLC	  	 Delaware,

United States

		
	Dynacircuits, LLC	  	Illinois, United States
		
	Echo International, Inc.	  	 Delaware,

United States

		
	Huntingdon Ave. Development LLC	  	 Delaware,

United States

		
	MacDermid Acumen, Inc.	  	 Delaware,

United States

		
	MacDermid Autotype Incorporated	  	 Delaware,

United States

		
	MacDermid Brazil, Inc.	  	 Delaware,

United States

		
	MacDermid Colorspan, Inc.	  	 Delaware,

United States

		
	MacDermid Houston, Inc.	  	 Delaware,

United States

		
	MacDermid Investment Corp.	  	 Delaware,

United States

		
	MacDermid Offshore Solutions, LLC	  	 Delaware,

United States

		
	MacDermid Overseas Asia Limited	  	 Delaware,

United States

		
	MacDermid Printing Solutions Acumen, Inc.	  	 Delaware,

United States

		
	MacDermid Printing Solutions, LLC	  	 Delaware,

United States










			
	Guaranteeing Subsidiary	  	 Jurisdiction of

Organization/Formation

		
	MacDermid South America, Incorporated	  	 Delaware,

United States

		
	MacDermid South Atlantic, Incorporated	  	 Delaware,

United States

		
	MacDermid Tartan, Inc.	  	 Delaware,

United States

		
	MacDermid Texas, Inc.	  	 Delaware,

United States

		
	MacDermid Tower, Inc.	  	 Delaware,

United States

		
	MacDermid US Holdings, LLC	  	 Delaware,

United States

		
	MRD Acquisition Corp.	  	 Delaware,

United States

		
	Napp Printing Plate Distribution, Inc.	  	 South Dakota,

United States

		
	Napp Systems (Europe), Ltd.	  	 Iowa,

United States

		
	Napp Systems Inc.	  	 Iowa,

United States

		
	PT France Holding Corp.	  	 Delaware,

United States

		
	PT Sub, Inc.	  	 Delaware,

United States

		
	Specialty Polymers, Inc.	  	 Massachusetts,

United States

		
	Supratech Systems Inc.	  	 Delaware,

United States

		
	Vernon-Rockville Development, LLC	  	 Connecticut,

United States

		
	W. Canning Inc.	  	 Delaware,

United States

		
	W. Canning, Ltd.	  	 Texas,

United States

		
	W. Canning USA, LLC	  	 Delaware,

United States



  
 8