Exhibit 4.1


SUPPLEMENTAL
INDENTURE


THIS SUPPLEMENTAL INDENTURE (the “Supplemental
Indenture”), dated as of March 30, 2007, is entered into by and between
MacDermid, Incorporated, a Connecticut corporation (the “Company”) and
The Bank of New York, as trustee under the Indenture referred to below (the “Trustee”).


Recitals


A.            The
Company and the Guarantors have heretofore executed and delivered to the
Trustee an indenture (the “Indenture”), dated as of June 20, 2001
providing for the initial issuance of an aggregate principal amount of
$301,500,000 of 9 1/8% Senior Subordinated Notes due 2011 (the “Notes”).


B.            Matrix
Acquisition Corp., a Connecticut corporation (“Acquisition Corp.”), MDI
Holdings, LLC, a Delaware limited liability company (“Holdco”), and the
Company have entered into that certain Agreement and Plan of Merger (“Merger
Agreement”), dated as of December 15, 2006, pursuant to which Acquisition
Corp. will merge with and into the Company (the “Merger”), with the
Company being the surviving company and a majority-owned subsidiary of Holdco.


C.            The
Company proposes to amend the Indenture and the Notes (the “Proposed
Amendments”) as contemplated hereby.


D.            Pursuant
to the Offer to Purchase and Consent Solicitation Statement dated March 20,
2007 (the “Offer”), Acquisition Corp. has received and delivered to the
Trustee the consent of Holders of at least a majority in aggregate principal
amount of the Notes to the Proposed Amendments.


E.             Pursuant
to Section 9.02 of the Indenture, the Company may amend or supplement the
Indenture and the Notes as contemplated hereby, and the Trustee is authorized
to join with the Company in executing and delivering this Supplemental
Indenture, provided that the Holders of at least a majority in aggregate
principal amount of Notes then outstanding have consented.


F.             Following
the execution of this Supplemental Indenture, the Proposed Amendments will not
become operative until Acquisition Corp. accepts Notes for purchase pursuant to
and in accordance with the terms of the Offer (the “Acceptance Date”).


Agreement


Now therefore, in consideration of the foregoing and
for other good and valuable consideration, the receipt of which is hereby
acknowledged, the Company and the Trustee covenant and agree as follows:













1.             Capitalized Terms.  Capitalized terms used herein without
definition shall have the meanings assigned to them in the Indenture.


2.             Proposed Amendments.  Operative as of, and subject to, the
Acceptance Date, the Indenture is hereby amended as follows:


(a)           The section headings or captions and
the text of each of the following Sections of the Indenture are hereby deleted
in their entirety and replaced with the phrase “[Intentionally Omitted]”:  Section 3.09
(Offer to Purchase by Application of Excess Proceeds); Section 4.03
(Reports); Section 4.05 (Taxes); Section 4.06 (Stay, Extension and Usury Laws); Section 4.07 (Restricted Payments); Section 4.08
(Dividend and Other Payment Restrictions Affecting Restricted Subsidiaries); Section 4.09 (Incurrence of Indebtedness and Issuance of
Preferred Stock); Section 4.10
(Asset Sales); Section 4.11 (Transactions with
Affiliates); Section 4.12 (Limitations on
Liens); Section 4.13 (Designation of Restricted
and Unrestricted Subsidiaries); Section 4.15
(Offer to Repurchase Upon Change of Control); Section 4.16
(No Senior Subordinated Debt); Section 4.17
(Limitation on Issuance of Guarantees of Indebtedness); Section 4.18
(Payments for Consent); and Section 4.19
(Suspended Covenants); Section 4.20
(Additional Note Guarantees).


(b)           Section 4.04
(Compliance Certificate) is hereby amended to read in its entirety as set forth
on Schedule A hereto.


(c)           Section 5.01
(Merger, Consolidation, or Sale of Assets) is hereby amended to read in its
entirety as set forth on Schedule B hereto.


(d)           Section 6.01
(Events of Default) is hereby amended to read in its entirety as set forth on Schedule
C hereto.


(e)           All references in the Indenture to
provisions that have been deleted as a result of the amendments set forth in
this Supplemental Indenture are also hereby deleted in their entirety.


3.             Effect and Operation of Supplemental Indenture.


(a)           Assuming the accuracy of Recital D to
this Supplemental Indenture, this Supplemental Indenture shall be effective and
binding immediately upon its execution by the Parties; provided, however,
notwithstanding anything in the Indenture or this Supplemental Indenture to the
contrary, the amendments to the Indenture set forth in or pursuant to Section
2 of this Supplemental Indenture shall not become operative until the
Acceptance Date and the Indenture will remain in effect in its current form
until such amendments become operative. 
If the Offer is terminated, withdrawn or otherwise not completed on or
before May 31, 2007, this Supplemental Indenture will have no force or effect
and the amendments to the Indenture set forth in or pursuant to Section 2 of
this Supplemental Indenture will not become operative.



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(b)           Except as modified or amended by this
Supplemental Indenture, all provisions of the Indenture shall remain in full force
and effect.  In the event of conflict
between the terms and conditions contained in the Notes and those contained in
the Indenture, as modified and amended by this Supplemental Indenture, the
provisions of the Indenture, as modified and amended by this Supplemental
Indenture, shall control.


(c)           The Trustee accepts the modification
of the Indenture effected by this Supplemental Indenture, but only upon the
terms and conditions set forth in the Indenture.  Without limiting the generality of the
foregoing, the Trustee assumes no responsibility for the correctness of the
recitals herein contained, which shall be taken as the statements of the
Company.  The Trustee makes no
representation and shall have no responsibility as to the validity and
sufficiency of this Supplemental Indenture or the proper authorization or the
due execution hereof by the Company.


(d)           Except as expressly amended in or
pursuant to Section 2 of this Supplemental Indenture, the Indenture is
in all respects ratified and confirmed by the Parties 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 Notes heretofore or
hereafter authenticated and delivered shall be bound hereby.


4.             Interpretation. 
Upon the execution and delivery of this Supplemental Indenture, the
Indenture shall be modified and amended in accordance with this Supplemental
Indenture as of (and subject to) the Acceptance Date and all the terms and
conditions of the Indenture and this Supplemental Indenture shall be read
together as though they constitute one instrument, except that, in case of
conflict, the provisions of this Supplemental Indenture shall control.  The Indenture, as modified and amended by
this Supplemental Indenture, is hereby ratified and confirmed in all respects
and shall bind every Holder of the Notes.


5.             Governing Law. 
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.


6.             Counterparts. 
This Supplemental Indenture may be executed in two or more counterparts,
each of which shall be an original, but all of which together shall constitute
one and the same document.


7.             Effect of Headings.  The Section headings herein are for
convenience only and shall not affect the construction hereof.


8.             Trust
Indenture Act Controls.  If any
provision in this Supplemental Indenture limits, qualifies or conflicts with
any provision of the Trust Indenture Act of 1939, as amended (the “TIA”),
that is required under the TIA to be a part of or govern any provision of this
Supplemental Indenture, such provision of the TIA shall control.  If any provision of this 



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Supplemental Indenture modifies or excludes any
provision of the TIA that may be so modified or excluded, such provision of the
TIA shall be deemed to apply to the Indenture as so modified or excluded by
this Supplemental Indenture, as the case may be.


10.           Severability.  In case any provision in 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.


11.           Indenture
Generally.  Except as supplemented
herein, the Indenture remains in full force and effect.


12.           Amendments
to Notes.  The Notes shall be amended
in correspondence with the amendments set forth in this Supplemental Indenture.


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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.


	
  

  	
  MACDERMID, INCORPORATED

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Daniel H. Leever

  	
   

  	
   

  
	
   

  	
  Name:

  	
  Daniel H. Leever

  	
   

  	
   

  
	
   

  	
  Title:

  	
  Chairman and Chief Executive Officer

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  THE BANK OF NEW YORK, as Trustee

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Stacey B.
  Poindexter

  	
   

  	
   

  
	
   

  	
  Name:

  	
  Stacey B. Poindexter

  	
   

  	
   

  
	
   

  	
  Title:

  	
  Assistant Vice President

  	
   

  	
   

  
						



 













Schedule A


SECTION 4.04. Compliance
Certificate.


(a)  The Company shall comply with TIA ss.
314(a)(4).


(b)  For so long as any Notes remain outstanding,
the Company and the Guarantors shall furnish to the Holders and to securities
analysts and prospective investors, upon their request, the information
required to be delivered pursuant to Rule 144A(d)(4) under the Securities Act.













Schedule B


SECTION 5.01. Merger,
Consolidation, or Sale of Assets


The Company shall
not, directly or indirectly, consolidate or merge with or into (whether or not
the Company is the surviving corporation), or sell, assign, transfer, lease,
convey or otherwise dispose of all or substantially all of the properties or
assets of the Company and its Restricted Subsidiaries taken as a whole, in one
or more related transactions to, another Person unless (i) either the Company
is the surviving corporation or the Person formed by or surviving any such
consolidation or merger (if other than the Company) or to which such sale,
assignment, transfer, conveyance or other disposition shall have been made is a
corporation organized or existing under the laws of the United States, any
state thereof or the District of Columbia (any such Person, the “Successor
Company”), (ii) the Successor Company assumes all the obligations of the
Company under the Notes, this Indenture and the Registration Rights Agreement
pursuant to agreements reasonably satisfactory to the Trustee and (iii)
immediately after such transaction no Default exists.













Schedule C


SECTION 6.01. Events
of Default.


An “Event of
Default” occurs if:


(a)  the Company defaults in the payment when due
of interest on, or Liquidated Damages, if any, with respect to, the Notes and
such default continues for a period of 30 days, whether or not such payment
shall be prohibited by Article 10 hereof;


(b)  the Company defaults in the payment when due
of principal of or premium, if any, on the Notes when the same becomes due and
payable at maturity, upon redemption (including in connection with an offer to
purchase) or otherwise, whether or not such payment shall be prohibited by
Article 10 hereof;


(c)  Intentionally Omitted;


(d)  Intentionally Omitted;


(e)  Intentionally Omitted;


(f)  Intentionally Omitted;


(g)  Intentionally Omitted:


(h)  Intentionally Omitted:


(i)  Intentionally Omitted; or


(j)  except as permitted by this Indenture, any
Note Guarantee is held in any judicial proceeding to be unenforceable or
invalid or shall cease for any reason to be in full force and effect or any
Guarantor, or any Person acting on behalf of any Guarantor, shall deny or disaffirm
its obligations under such Guarantor’s Note Guarantee.