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 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.
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/
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Name: John L. Cordani
Title: Secretary
MCD ACQUISITION CORP.
By /S/
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Name: John L. Cordani
Title: Vice-President/Secretary
PTI, INC.
By /S/
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Name: David Beckerman
Title: President/CEO
CITICORP VENTURE CAPITAL, LTD.
By /S/
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Name: Joseph M. Silvestri
Title: Vice-President