MILACRON CAPITAL HOLDINGS B.V. €115,000,000 7.625% Guaranteed Bonds due 2005 FISCAL AGENCY AGREEMENTFiscal Agency Agreement • March 21st, 2003 • Milacron Inc • Special industry machinery, nec • New York
In determining whether the holders of the requisite aggregate principal amount of Bonds have concurred in any request, demand, authorisation, notice, direction, consent or waiver under the Conditions, Bonds which are owned by the Issuer or the Guarantor or any other obligor under the Bonds or by any person directly or indirectly controlling or controlled by, or under direct or indirect common control with, the Issuer or the Guarantor or any other obligor on the Bonds shall be disregarded and deemed not to be outstanding for the purpose of any such determination; provided that for the purposes of determining whether the Fiscal Agent shall
MILACRON CAPITAL HOLDINGS B.V. as Issuer and MILACRON INC. as Guarantor €\euro115,000,000 7.625% Guaranteed Bonds due 2005 Subscription AgreementSubscription Agreement • March 21st, 2003 • Milacron Inc • Special industry machinery, nec • New York
Milacron Capital Holdings B.V. (the “Issuer”) proposes, on and subject to the terms and conditions stated herein, to issue and sell to you an aggregate of €\euro115,000,000 in principal amount of 7.625% Guaranteed Bonds due 2005 (the “Bonds” which expression shall, unless the context otherwise requires, include the temporary global bond and the permanent global bond each referred to in Section 5.2) to be guaranteed by Milacron Inc. (the “Guarantor”). The Bonds are to be issued pursuant to a fiscal agency agreement (the “Fiscal Agency Agreement”) between the Issuer, the Guarantor, Deutsche Bank AG London as fiscal and paying agent (the “Fiscal Agent”) and Deutsche Bank Luxembourg S.A. as initial paying agent (a “Paying Agent”), expected to be dated April 6, 2000, a draft of which is in the agreed form.
ContractWaiver and Agreement • March 21st, 2003 • Milacron Inc • Special industry machinery, nec
WAIVER AND AGREEMENT, dated as of December 30, 2002 (this “Waiver") to the Amended and Restated Revolving Credit Agreement dated as of November 30, 1998, as amended by Amendment No. 1 dated as of March 31, 1999, Amendment No. 2 dated as of January 31, 2000, Amendment No. 3 dated as of July 13, 2000, Amendment No. 4 dated as of August 8, 2001, Amendment No. 5 dated as of September 30, 2001, Amendment No. 6 dated as of March 13, 2002, the letter agreement dated as of May 3, 2002, the two letter agreements dated as of June 17, 2002, and Amendment No. 7 dated as of November 6, 2002 (the “Credit Agreement"), among MILACRON INC. a Delaware corporation (the “Borrower” and the “Company"), MILACRON KUNSTSTOFFMASCHINEN EUROPA GMBH, a German limited liability company (“MKE”), and MILACRON B.V., a Dutch corporation (“Milacron B.V.” and together with MKE, the “Foreign Subsidiary Borrowers"; the Foreign Subsidiary Borrowers, collectively with the Company, the “Borrowers"), the lending institutions f
