AMENDMENT NO. 3 TO THE PURCHASE AGREEMENTThe Purchase Agreement • July 31st, 2009 • Milacron Inc • Special industry machinery, nec • New York
AMENDMENT No. 3 (this “Amendment”), dated as of July 27, 2009, to the Purchase Agreement, dated as of May 3, 2009 (as amended, the “Purchase Agreement”), among Milacron Inc., a Delaware corporation, Milacron Plastics Technologies Group Inc., a Delaware corporation, D-M-E Company, a Delaware corporation, Cimcool Industrial Products Inc., a Delaware corporation, Milacron Marketing Company, an Ohio corporation, Milacron Canada Ltd., an Ontario corporation, Milacron Capital Holdings B.V., a Dutch corporation (collectively, the “Sellers” or the “Debtors”), and MI 363 Bid LLC, a Delaware limited liability company (the “Purchaser”). Capitalized terms used but not defined herein shall have the meanings assigned to such terms in the Purchase Agreement.
AMENDMENT NO. 2 TO THE SENIOR SECURED SUPERPRIORITY PRIMING DEBTOR-IN- POSSESSION CREDIT AGREEMENT and AMENDMENT NO. 1 TO THE SENIOR SECURED SUPERPRIORITY PRIMING DEBTOR-IN-POSSESSION NOTE PURCHASE AGREEMENTNote Purchase Agreement • July 31st, 2009 • Milacron Inc • Special industry machinery, nec • New York
AMENDMENT NO. 2 TO THE SENIOR SECURED SUPERPRIORITY PRIMING DEBTOR-IN-POSSESSION CREDIT AGREEMENT and AMENDMENT NO. 1 TO THE SENIOR SECURED SUPERPRIORITY PRIMING DEBTOR-IN-POSSESSION NOTE PURCHASE AGREEMENT among MILACRON INC., a Delaware corporation (the “Borrower”), the guarantors listed on the signature pages hereto (the “Guarantors”), DDJ CAPITAL MANAGEMENT, LLC (“DDJ”), as administrative agent (the “Administrative Agent”) for the Lenders and the other Secured Parties, AVENUE INVESTMENTS, L.P. (“Avenue”), the Affiliates of DDJ listed on the signature pages hereto (together with Avenue the “Initial Lenders”), the other banks, financial institutions and other institutions lenders from time to time party hereto (each, a “Lender”, and collectively with the Initial Lenders and any other person that becomes a Lender, the “Lenders”) and the purchasers of the DIP Term Notes from time to time party hereto (the “Purchasers”).
SECOND AMENDMENT TO SENIOR SECURED, SUPER-PRIORITY DEBTOR-IN-POSSESSION CREDIT AGREEMENTCredit Agreement • July 31st, 2009 • Milacron Inc • Special industry machinery, nec • New York
This SECOND AMENDMENT TO SENIOR SECURED, SUPER-PRIORITY DEBTOR-IN-POSSESSION CREDIT AGREEMENT, dated as of July 22, 2009 (this “Amendment”), by and among MILACRON INC., a Delaware corporation (“Parent”), CIMCOOL INDUSTRIAL PRODUCTS INC., a Delaware corporation (“Cimcool”), MILACRON MARKETING COMPANY, an Ohio corporation (“Marketing”), MILACRON PLASTICS TECHNOLOGIES GROUP INC., a Delaware corporation (“Plastics”), and D-M-E COMPANY, a Delaware corporation (“D-M-E Company”) (Parent, Cimcool, Marketing, Plastics and D-M-E Company are collectively referred to herein as the “Borrowers” and individually as a “Borrower”); the other Credit Parties signatory hereto as Guarantors; GENERAL ELECTRIC CAPITAL CORPORATION, a Delaware corporation, as administrative agent for Lenders (“Agent”), and the other Lenders (as defined below) signatory hereto from time to time.
