MILACRON HOLDINGS CORP. (a Delaware corporation) 12,000,000 Shares of Common Stock UNDERWRITING AGREEMENTUnderwriting Agreement • May 8th, 2017 • Milacron Holdings Corp. • Special industry machinery, nec • New York
Milacron Holdings Corp, a Delaware corporation (the “Company”) and the persons listed in Schedule B hereto (the “Selling Stockholders”), confirm their respective agreements with the Representative (as defined below) and each of the other Underwriters named in Schedule A hereto (collectively, the “Underwriters,” which term shall also include any underwriter substituted as hereinafter provided in Section 10 hereof), for whom Credit Suisse Securities (USA) LLC (“Credit Suisse”) is acting as sole representative (in such capacity, the “Representative”), with respect to (i) the sale by the Selling Stockholders, acting severally and not jointly, and the purchase by the Underwriters, acting severally and not jointly, of the respective numbers of shares of Common Stock, par value $0.01 per share, of the Company (“Common Stock”) set forth in Schedules A and B hereto and (ii) the grant by the Selling Stockholders to the Underwriters, acting severally and not jointly, of the option described in Se
AGREEMENT AND PLAN OF MERGER dated as of July 12, 2019 among MILACRON HOLDINGS CORP., HILLENBRAND, INC. and BENGAL DELAWARE HOLDING CORPORATIONMerger Agreement • July 16th, 2019 • Milacron Holdings Corp. • Special industry machinery, nec • Delaware
AGREEMENT AND PLAN OF MERGER (this “Agreement”) dated as of July 12, 2019, among Milacron Holdings Corp., a Delaware corporation (the “Company”), Hillenbrand, Inc., an Indiana corporation (“Parent”), and Bengal Delaware Holding Corporation, a Delaware corporation and a direct or indirect wholly-owned subsidiary of Parent (“Merger Subsidiary”).
AMENDMENT No. 1, dated as of February 15, 2017 (this “Amendment”), to the Credit Agreement dated as of May 14, 2015, among Milacron Holdings Corp., a Delaware corporation (“Holdings”), Milacron LLC, a Delaware limited liability company (the...Credit Agreement • February 21st, 2017 • Milacron Holdings Corp. • Special industry machinery, nec • New York
THIS TERM LOAN AGREEMENT (this “Agreement”) is dated as of May 14, 2015, and amended as of February 15, 2017, by and among MILACRON INTERMEDIATE HOLDINGS INCCORP., a Delaware corporation, (“Holdings”), MILACRON LLC, a Delaware limited liability company (the “Borrower”), each Subsidiary of the Borrower from time to time party hereto as a Guarantor (this and each other capitalized term used herein without definition having the meaning assigned to such term in Section 1.1), the financial institutions party to this Agreement from time to time as lenders (collectively, the “Lenders”), and JPMORGAN CHASE BANK, N.A., as administrative agent for the Lenders and as collateral agent for the Secured Parties (in such capacities, the “Administrative Agent”).
MILACRON HOLDINGS CORP. (a Delaware corporation) 13,090,155 Shares of Common Stock UNDERWRITING AGREEMENTUnderwriting Agreement • November 20th, 2017 • Milacron Holdings Corp. • Special industry machinery, nec • New York
Milacron Holdings Corp, a Delaware corporation (the “Company”) and the persons listed in Schedule B hereto (the “Selling Stockholders”), confirm their respective agreements with the Underwriter named in Schedule A hereto (the “Underwriter,” which term shall also include any underwriter substituted as hereinafter provided in Section 10 hereof), with respect to the sale by the Selling Stockholders, acting severally and not jointly, and the purchase by the Underwriter of the respective numbers of shares of Common Stock, par value $0.01 per share, of the Company (“Common Stock”) set forth in Schedules A and B hereto. The aforesaid 13,090,155 shares of Common Stock to be purchased by the Underwriter are herein called, the “Securities.”
INDEMNIFICATION AGREEMENTIndemnification Agreement • June 15th, 2015 • Milacron Holdings Corp. • Special industry machinery, nec • Delaware
THIS INDEMNIFICATION AGREEMENT (the “Agreement”) is made and entered into as of June , 2015 between Milacron Holdings Corp. (formerly known as Mcron Acquisition Corp.), a Delaware corporation (“Holdings”), Milacron LLC, a Delaware limited liability company and an indirect wholly-owned subsidiary of Holdings (“Milacron”), and [Jim Gentilcore / Jim Kratochvil / Waters Davis / Ron Krisanda / Bruce A. Chalmers] (“Indemnitee”). Holdings and Milacron are each referred to herein as a “Company” and collectively, the “Companies”.
AMENDMENT No. 2, dated as of November 8, 2017 (this “Amendment”), to (i) the Credit Agreement dated as of May 14, 2015 and as amended by Amendment No. 1, dated as of February 15, 2017, among Milacron Holdings Corp., a Delaware corporation...Credit Agreement • February 28th, 2018 • Milacron Holdings Corp. • Special industry machinery, nec • New York
THIS TERM LOAN AGREEMENT (this “Agreement”) is dated as of May 14, 2015, and amended as of February 15, 2017 and November 8, 2017, by and among MILACRON HOLDINGS CORP., a Delaware corporation (“Holdings”), MILACRON LLC, a Delaware limited liability company (the “Borrower”), each Subsidiary of the Borrower from time to time party hereto as a Guarantor (this and each other capitalized term used herein without definition having the meaning assigned to such term in Section 1.1), the financial institutions party to this Agreement from time to time as lenders (collectively, the “Lenders”), and JPMORGAN CHASE BANK, N.A., as administrative agent for the Lenders and as collateral agent for the Secured Parties (in such capacities, the “Administrative Agent”).
MILACRON HOLDINGS CORP. (a Delaware corporation) 9,000,000 Shares of Common Stock UNDERWRITING AGREEMENTUnderwriting Agreement • August 11th, 2017 • Milacron Holdings Corp. • Special industry machinery, nec • New York
Milacron Holdings Corp, a Delaware corporation (the “Company”) and the persons listed in Schedule B hereto (the “Selling Stockholders”), confirm their respective agreements with the Underwriter named in Schedule A hereto (the “Underwriter,” which term shall also include any underwriter substituted as hereinafter provided in Section 10 hereof), with respect to the sale by the Selling Stockholders, acting severally and not jointly, and the purchase by the Underwriter of the respective numbers of shares of Common Stock, par value $0.01 per share, of the Company (“Common Stock”) set forth in Schedules A and B hereto. The aforesaid 9,000,000 shares of Common Stock to be purchased by the Underwriter are herein called, the “Securities.”
AMENDED AND RESTATED CHAIRMAN SERVICES AGREEMENTChairman Services Agreement • June 30th, 2015 • Milacron Holdings Corp. • Special industry machinery, nec • Delaware
This Amended and Restated Chairman Services Agreement (this “Agreement”), dated June 24, 2015, is by and between Milacron Holdings Corp., formerly named Mcron Acquisition Corp., a Delaware Corporation (the “Company”), and Ira G. Boots (“Chairman” or “Mr. Boots”).
EMPLOYMENT AGREEMENTEmployment Agreement • June 30th, 2015 • Milacron Holdings Corp. • Special industry machinery, nec • Ohio
THIS EMPLOYMENT AGREEMENT(this “Agreement”) effective as of June 24, 2015 (the “Effective Date”) is by and between Milacron Holdings Corp., a Delaware corporation (the “Company”), and Thomas J. Goeke, an individual resident of the State of Ohio (the “Executive”).
MILACRON HOLDINGS CORP. 2015 Equity Incentive Plan Restricted Stock Award AgreementRestricted Stock Award Agreement • August 3rd, 2017 • Milacron Holdings Corp. • Special industry machinery, nec • Delaware
This Restricted Stock Award Agreement (this “Agreement”) is made by and between Milacron Holdings Corp., a Delaware corporation (the “Company”), and [●] (the “Participant”), effective as of [●] (the “Date of Grant”).
EMPLOYMENT AGREEMENTEmployment Agreement • May 2nd, 2019 • Milacron Holdings Corp. • Special industry machinery, nec • Ontario
WHEREAS the Company and the Employee (hereinafter, the "Parties") had an ongoing employment relationship for their mutual benefit; since the 8th day of January, 1991.
SECURITY AGREEMENTSecurity Agreement • May 29th, 2015 • Milacron Holdings Corp. • Special industry machinery, nec • New York
SECURITY AGREEMENT, dated as of May 14, 2015 (this “Agreement”), by and among MILACRON INTERMEDIATE HOLDINGS INC., a Delaware corporation, MILACRON LLC, a Delaware limited liability company (the “Borrower”), and each of the subsidiaries listed on Annex A hereto (together with the Borrower and Holdings, collectively, the “Grantors”), in favor of JPMORGAN CHASE BANK, N.A., in its capacity as collateral agent for the Secured Parties pursuant to the Term Loan Agreement (as hereinafter defined) and as pledgee, assignee and secured party (in such capacities and together with any successors in such capacities, the “Collateral Agent”).
AMENDED AND RESTATED MCRON ACQUISITION CORP. STOCKHOLDERS’ AGREEMENT DATED AS OF JULY 8, 2013Stockholders’ Agreement • April 3rd, 2015 • Milacron Holdings Corp. • Delaware
AMENDED AND RESTATED STOCKHOLDERS’ AGREEMENT dated as of July 8, 2013 (as amended, modified, supplemented or restated from time to time, this “Agreement”), by and among MCRON ACQUISITION CORP., a Delaware corporation (the “Company”), CCMP CAPITAL INVESTORS II, L.P., a Delaware limited partnership (“CCMP II”), CCMP CAPITAL INVESTORS (CAYMAN) II, L.P., a Cayman Islands exempted limited partnership (“CCMP Cayman”), PE12GVPE (TALON) LTD. and PE12PXPE (TALON) LTD. (collectively, the “AIMCo Investor”), each Other Stockholder set forth on Schedule I attached hereto, and any other Person signatory hereto from time to time.
December 11, 2014Separation Agreement • June 11th, 2015 • Milacron Holdings Corp. • Special industry machinery, nec • Ohio
This letter agreement confirms our agreement relating to your separation from employment with Milacron Holdings Inc. (the “Company”) and its subsidiaries.
LEASELease Agreement • August 3rd, 2017 • Milacron Holdings Corp. • Special industry machinery, nec • Ontario
EMPLOYMENT CONTRACT FOR MANAGING DIRECTOREmployment Contract • May 2nd, 2019 • Milacron Holdings Corp. • Special industry machinery, nec
AMENDMENT NO. 1 TO THE AMENDED AND RESTATED STOCKHOLDERS’ AGREEMENT OF MCRON ACQUISITION CORP.Stockholders’ Agreement • April 3rd, 2015 • Milacron Holdings Corp. • Delaware
This Amendment No. 1 to the Amended and Restated Stockholders’ Agreement of Mcron Acquisition Corp. (this “Amendment”) is made as of March 20, 2015, by and among Mcron Acquisition Corp., a Delaware corporation (the “Company”) and each of the parties identified on the signature pages hereto. Capitalized terms used herein and not otherwise defined shall have the meaning ascribed to such terms in the Stockholders’ Agreement (as defined below).
ASSET AND SHARE PURCHASE AGREEMENT BY AND BETWEEN OC SPARTAN ACQUISITION, INC. and MILACRON LLC May 11, 2019Asset and Share Purchase Agreement • August 1st, 2019 • Milacron Holdings Corp. • Special industry machinery, nec • Delaware
This Asset and Share Purchase Agreement (this “Agreement”) is entered into as of May 11, 2019, by and among OC Spartan Acquisition, Inc. a Delaware corporation (“Buyer”), and Milacron LLC, a Delaware limited liability company (“Seller”). Buyer and Seller are referred to herein, individually as a “Party,” and collectively as the “Parties.”
Performance Stock Unit Award AgreementPerformance Stock Unit Award Agreement • February 28th, 2019 • Milacron Holdings Corp. • Special industry machinery, nec • Delaware
This Performance Stock Unit Award Agreement (this “Agreement”) is made by and between Milacron Holdings Corp., a Delaware corporation (the “Company”), and [_______________] (the “Participant”), effective as of March 1, 2018 (the “Date of Grant”).
MOLD-MASTERS (2007) LIMITEDPurchase Agreement • May 3rd, 2017 • Milacron Holdings Corp. • Special industry machinery, nec • Ontario
AND WHEREAS the Vendor has agreed to sell the Purchased Assets to the Purchaser and the Purchaser has agreed to purchase the Purchased Assets from the Vendor on the terms and conditions set forth in this Agreement;
ASSIGNMENT AGREEMENTAssignment Agreement • May 2nd, 2019 • Milacron Holdings Corp. • Special industry machinery, nec
INDENTURE Dated as of March 28, 2013 Among MILACRON LLC, MCRON FINANCE CORP. and the Guarantors from time to time parties hereto and U.S. BANK NATIONAL ASSOCIATION as Trustee 7.750% SENIOR NOTES DUE 2021Indenture • May 29th, 2015 • Milacron Holdings Corp. • Special industry machinery, nec • New York
INDENTURE, dated as of March 28, 2013, as amended or supplemented from time to time (this “Indenture”), among Milacron LLC, a Delaware limited liability company (and any successor entity, “Milacron”), Mcron Finance Corp., a Delaware corporation (and any successor entity, the “Co-Issuer” and together with Milacron, the “Issuers”), the Guarantors and U.S. Bank National Association, a national banking association, as Trustee.
SEVERANCE AGREEMENTSeverance Agreement • May 2nd, 2019 • Milacron Holdings Corp. • Special industry machinery, nec • Ohio
THIS SEVERANCE AGREEMENT (this "Agreement") is made and entered into by and between Milacron LLC, a Delaware corporation (the "Company") and Mark Miller (the "Employee") on the last signature date set forth below (the "Effective Date").
INTELLECTUAL PROPERTY SECURITY AGREEMENT SUPPLEMENTIntellectual Property Security Agreement Supplement • February 21st, 2017 • Milacron Holdings Corp. • Special industry machinery, nec • New York
This INTELLECTUAL PROPERTY SECURITY AGREEMENT SUPPLEMENT (the “Supplement”), dated as of February 15, 2017, among the Person listed on the signature pages hereof (the “Grantor”), and JPMORGAN CHASE BANK, N.A., as collateral agent for the Secured Parties (in such capacity, together with its successors in such capacity, the “Collateral Agent”).
LEASELease • August 3rd, 2017 • Milacron Holdings Corp. • Special industry machinery, nec • Ontario
INTELLECTUAL PROPERTY SECURITY AGREEMENT SUPPLEMENTIntellectual Property Security Agreement Supplement • February 21st, 2017 • Milacron Holdings Corp. • Special industry machinery, nec • New York
This INTELLECTUAL PROPERTY SECURITY AGREEMENT SUPPLEMENT (the “Supplement”), dated as of February 15, 2017, among the Person listed on the signature pages hereof (the “Grantor”), and JPMORGAN CHASE BANK, N.A., as collateral agent for the Secured Parties (in such capacity, together with its successors in such capacity, the “Collateral Agent”).
MILACRON HOLDINGS CORP. Restricted Stock Unit Award AgreementRestricted Stock Unit Award Agreement • June 11th, 2015 • Milacron Holdings Corp. • Special industry machinery, nec • Delaware
This Restricted Stock Unit Award Agreement (this “Agreement”) is made by and between Milacron Holdings Corp., a Delaware corporation (the “Company”), and [●] (the “Participant”), effective as of [●], 2015 (the “Date of Grant”).
EMPLOYMENT AGREEMENTEmployment Agreement • June 11th, 2015 • Milacron Holdings Corp. • Special industry machinery, nec • Ohio
THIS EMPLOYMENT AGREEMENT, dated as of April 25, 2014 (this “Agreement”), is by and between Milacron Holdings Inc., a Delaware corporation (together with any other current or future holding company set up to hold, directly or indirectly, the stock or assets of Milacron Holdings Inc., the “Company”), and John Gallagher (the “Executive”).
AMENDMENT NO. 1Amendment No. 1 • May 3rd, 2017 • Milacron Holdings Corp. • Special industry machinery, nec • New York
THIS AMENDMENT NO. 1, dated as of March 22, 2016 (this “Amendment”), is entered into by and among MILACRON HOLDINGS CORP., a Delaware corporation (“Holdings”), MILACRON LLC, a Delaware limited liability company (the “Lead Borrower”), MOLD-MASTERS (2007) LIMITED, a Canadian corporation (the “Canadian Borrower”), the U.S. Subsidiaries and German Subsidiaries of Holdings listed on the signature pages hereto, as borrowers (and together with the Lead Borrower and the Canadian Borrower, collectively, the “Borrowers”), Milacron Canada Corp., a corporation formed under the laws of Ontario (the “Canadian Guarantor”), BANK OF AMERICA, N.A., a national banking association, in its capacities as administrative agent for the Lenders and as collateral agent for the Secured Parties (the “Agent”), and the lenders party hereto and under the Third Amended and Restated Credit Agreement dated as of May 14, 2015 (as further amended, restated, amended and restated, supplemented or otherwise modified from tim
ContractWorks Agreement • November 3rd, 2016 • Milacron Holdings Corp. • Special industry machinery, nec
The following exhibit is a translation of the original foreign language document, filed pursuant to Regulation S-T, Rule 306(a):
AMENDMENT AGREEMENTAmendment Agreement • May 29th, 2015 • Milacron Holdings Corp. • Special industry machinery, nec • New York
THIS THIRD AMENDED AND RESTATED CREDIT AGREEMENT (this “Agreement”) is dated as of April 30, 2012, as amended and restated as of March 28, 2013, as further amended and restated as of October 17, 2014, as further amended and restated as of May 14, 2015, by and among MILACRON INTERMEDIATE HOLDINGS INC., a Delaware corporation, Milacron LLC, a Delaware limited liability company (the “Lead Borrower”), Mold-Masters (2007) Limited, a Canadian corporation (the “Canadian Borrower”), the U.S. Subsidiaries and German Subsidiaries of Holdings listed on the signature pages hereto, as borrowers (and together with the Lead Borrower and the Canadian Borrower, collectively, the “Borrowers”), the Subsidiaries of the Lead Borrower from time to time party hereto, as guarantors (together with Holdings, collectively, the “Guarantors”), the financial institutions party to this Agreement from time to time as lenders (collectively, the “Lenders”), BARCLAYS BANK PLC, as documentation agent (in such capacity, t
AMENDMENT NO. 2Amendment No. 2 • May 3rd, 2017 • Milacron Holdings Corp. • Special industry machinery, nec • New York
THIS AMENDMENT NO. 2, dated as of December 28, 2016 (this “Amendment”), is entered into by and among MILACRON HOLDINGS CORP., a Delaware corporation (“Holdings”), MILACRON LLC, a Delaware limited liability company (the “Lead Borrower”), MOLD-MASTERS (2007) LIMITED, a Canadian corporation (the “Canadian Borrower”), the U.S. Subsidiaries and German Subsidiaries of Holdings listed on the signature pages hereto, as borrowers (and together with the Lead Borrower and the Canadian Borrower, collectively, the “Borrowers”), Milacron Canada Corp., a corporation formed under the laws of Ontario (the “Canadian Guarantor”), BANK OF AMERICA, N.A., a national banking association, in its capacities as administrative agent for the Lenders and as collateral agent for the Secured Parties (the “Agent”), and the lenders party hereto and under the Third Amended and Restated Credit Agreement dated as of May 14, 2015, as amended by that certain Amendment No. 1, dated as of March 22, 2016 (as further amended,
FOURTH AMENDED AND RESTATED CREDIT AND GUARANTY AGREEMENT Dated as of April 30, 2012 Amended and Restated as of March 28, 2013 Further Amended and Restated as of October 17, 2014 Further Amended and Restated as of May 14, 2015 Further Amended as of...Credit and Guaranty Agreement • August 2nd, 2018 • Milacron Holdings Corp. • Special industry machinery, nec • New York
THIS FOURTH AMENDED AND RESTATED CREDIT AGREEMENT (this “Agreement”) is dated as of April 30, 2012, as amended and restated as of March 28, 2013, as further amended and restated as of October 17, 2014, as further amended and restated as of May 14, 2015, by and among MILACRON HOLDINGS CORP., a Delaware corporation, Milacron LLC, a Delaware limited liability company (the “Lead Borrower”), Mold-Masters (2007) Limited, a Canadian corporation (the “Canadian Borrower”), the U.S. Subsidiaries and German Subsidiaries of Holdings listed on the signature pages hereto, as borrowers (and together with the Lead Borrower and the Canadian Borrower, collectively, the “Borrowers”), the Subsidiaries of the Lead Borrower from time to time party hereto, as guarantors (together with Holdings, collectively, the “Guarantors”), the financial institutions party to this Agreement from time to time as lenders (collectively, the “Lenders”) and BANK OF AMERICA, N.A., a national banking association, as administrati
AMENDMENT NO. 3Amendment No. 3 • May 3rd, 2017 • Milacron Holdings Corp. • Special industry machinery, nec • New York
THIS AMENDMENT NO. 3, dated as of February 28, 2017 (this “Amendment”), is entered into by and among MILACRON HOLDINGS CORP., a Delaware corporation (“Holdings”), MILACRON LLC, a Delaware limited liability company (the “Lead Borrower”), MOLD-MASTERS (2007) LIMITED, a Canadian corporation (the “Canadian Borrower”), the U.S. Subsidiaries and German Subsidiaries of Holdings listed on the signature pages hereto, as borrowers (and together with the Lead Borrower and the Canadian Borrower, collectively, the “Borrowers”), Milacron Canada Corp., a corporation formed under the laws of Ontario (the “Canadian Guarantor”), BANK OF AMERICA, N.A., a national banking association, in its capacities as administrative agent for the Lenders and as collateral agent for the Secured Parties (the “Agent”), and the lenders party hereto and under the Third Amended and Restated Credit Agreement dated as of May 14, 2015, as amended by that certain Amendment No. 1, dated as of March 22, 2016 and as further amende
Performance Stock Unit Award AgreementPerformance Stock Unit Award Agreement • August 3rd, 2017 • Milacron Holdings Corp. • Special industry machinery, nec • Delaware
This Performance Stock Unit Award Agreement (this “Agreement”) is made by and between Milacron Holdings Corp., a Delaware corporation (the “Company”), and [●] (the “Participant”), effective as of [●] (the “Date of Grant”).
