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EXHIBIT 4
EXECUTION VERSION
SECOND AMENDMENT
THIS SECOND AMENDMENT (the "Amendment") is entered into as of September 13,
1999 by and among MacDermid, Incorporated, a Connecticut corporation ("Buyer"),
MCD Acquisition Corp., a Delaware corporation and wholly owned subsidiary of
Buyer ("Merger Sub"), PTI, Inc., a Delaware corporation ("Seller"), and Citicorp
Venture Capital, Ltd., a New York corporation ("CVC"), to amend that certain
Plan and Agreement of Merger entered into as of February 18, 1999 and amended by
the First Amendment thereto dated as of July 27, 1999 (as further amended
hereby, the "Merger Agreement"), by and among Buyer, Merger Sub, Seller and CVC.
Buyer, Merger Sub, Seller and CVC are collectively referred to as the "Parties."
Any capitalized term used in this Amendment and not otherwise defined shall have
the meaning ascribed to that term in the Merger Agreement.
WHEREAS, the Parties desire to amend the Merger Agreement to, among other
things, extend the date on which the Parties may terminate the Merger Agreement;
NOW THEREFORE, in consideration of the mutual agreements set forth herein
and other good and valuable consideration the receipt and sufficiency of which
is hereby acknowledged the Parties agree as follows:
A. The Merger Agreement is hereby amended, effective as of the date
hereof:
1. By deleting all references to the date "September 30, 1999" from
Section 9 of the Merger Agreement and substituting in the place thereof the
date "October 29, 1999."
B. Each of the Parties represents to the other that (i) it has full
corporate power and authority to execute and deliver this Amendment and to
perform its obligations hereunder, (ii) the execution and delivery of this
Amendment by such Party have been duly and validly approved its Board of
Directors and no other corporate proceedings on the part of such Party are
necessary in connection with this Amendment, except for shareholder approval of
the Merger Agreement as amended hereby by the shareholders of Buyer and the
holders of Seller voting common stock, and (iii) this Amendment has been duly
and validly executed and delivered by such Party and constitutes a valid and
binding obligation of such Party, enforceable against such Party in accordance
with its terms.
C. Each Party (an "Acknowledging Party") agrees that no action taken or
omitted to be taken by any other Party and known to the Acknowledging Party
through and including the date of this Amendment with respect to preparation and
prosecution of either the Joint Proxy Statement-Prospectus or any submission to
the FTC or DOJ in connection with the HSRA shall constitute a basis for any
Acknowledging Party to claim that another Party has breached any of its
obligation under the Agreement, including without limitation any obligation set
forth in Section 6.1, Section 6.2 or Section 6.3 of the Merger Agreement. Each
Acknowledging Party further agrees that no statement, claim or allegation made
by any Governmental Entity (and known to the
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EXECUTION VERSION
Acknowledging Party) in connection with SEC's review of the Joint Proxy
Statement-Prospectus or the FTC's review of the Merger under the HSRA, including
without limitation any allegation regarding the conduct of any Party unrelated
to the Merger or the Merger Agreement or the conduct underlying or alleged to be
underlying such statement, claim or allegation, and no response by a Party (and
known to the Acknowledging Party) to any such statement, claim or allegation,
shall constitute a basis for any Acknowledging Party to claim that another Party
has breached any of its representations, warranties, covenants or agreements
under the Merger Agreement.
D. Except as expressly provided by this Amendment and the First
Amendment, the Merger Agreement remains in full force and effect, and except as
expressly provided by this Amendment, this Amendment shall not constitute a
modification or waiver of any other provision of the Merger Agreement or the
First Amendment.
E. This Amendment may be executed in counterparts, all of which
shall be considered one and the same instrument, each being deemed to constitute
an original, and shall be effective when one or more counterparts have been
signed by each Party and delivered to the other Parties, which delivery may be
made by facsimile transmission.
F. This Agreement shall be governed by, and interpreted in
accordance with the laws of the State of Connecticut, without regard to any
applicable conflicts of law.
G. In the event of any inconsistency between the terms of this
Amendment and the Merger Agreement or the First Amendment, this Amendment shall
govern.
[Remainder of Page Intentionally Left Blank]
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EXECUTION VERSION
IN WITNESS WHEREOF, the parties hereto have caused this instrument
to be executed, under seal, in counterparts by their duly authorized officers,
as of the date first above written.
MACDERMID, INCORPORATED
By: /s/ Xxxx X. Xxxxxxx
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Name: Xxxx X. Xxxxxxx
Title: Secretary
MCD ACQUISITION CORP.
By: /s/ Xxxx X. Xxxxxxx
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Name: Xxxx X. Xxxxxxx
Title: Vice-President/Secretary
PTI, INC.
By: /s/ Xxxxx X. Xxxxxxxxx
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Name: Xxxxx X. Xxxxxxxxx
Title: President/CEO
CITICORP VENTURE CAPITAL,
LTD.
By: /s/ Xxxxxx X. Xxxxxxxxx
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Name: Xxxxxx X. Xxxxxxxxx
Title: Vice President
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