0001104659-05-015214 Sample Contracts

SUPPLEMENTAL INDENTURE
Supplemental Indenture • April 5th, 2005 • Dupont Photomasks Inc • Special industry machinery, nec • New York

THIS SUPPLEMENTAL INDENTURE (the “Supplemental Indenture”) dated as of April 4, 2005, is between DuPont Photomasks, Inc., a Delaware corporation (the “Company”) and JPMorgan Chase Bank, National Association, a national banking association (successor to JPMorgan Chase Bank, a New York banking corporation), as Trustee (the “Trustee”). Capitalized terms used herein and not otherwise defined have the meanings set forth in the Indenture referred to below.

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MEMORANDUM OF UNDERSTANDING
Memorandum of Understanding • April 5th, 2005 • Dupont Photomasks Inc • Special industry machinery, nec

The undersigned parties to this action (“Action”) now pending in Travis County, Texas, District Court have reached an agreement in principle providing for the settlement of the Action on the terms and subject to the conditions set forth below.

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