8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934
Date of Report:  July 27, 2009 (Date of earliest event reported)
Milacron Inc.
(Exact name of registrant as specified in its charter)
Delaware	001-08485	31-1062125
(State or other jurisdiction  of incorporation)	(Commission  File Number)	(I.R.S. Employer  Identification No.)
4165 Half Acre Road, Batavia, Ohio		45103
(Address of principal executive offices)		(Zip Code)
Registrant’s telephone number, including area code:  (513) 536-2000
N/A (Former name or former address, if changed since last report.)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13a-4(c))

Form 8-K

Item 1.01  

Entry into a Material Definitive Agreement

As previously reported,  on May 3, 2009, Milacron Inc. (the “Company”) and certain of its subsidiaries (collectively, the “Debtors”) entered into a definitive Purchase Agreement (as amended, the “Purchase Agreement”) to sell substantially all of their assets to a company (the “Purchaser”) formed by affiliates of Avenue Capital Group, certain funds and/or accounts managed by DDJ Capital Management LLC and certain other entities that together hold approximately 93% of the Company’s 11½% Senior Secured Notes.

On July 27, 2009, the Debtors and the Purchaser entered into Amendment No. 3 to the Purchase Agreement (the “Amendment”).  Among other things, the Amendment changed the Closing Date to August 7 or such later date as specified obligations and conditions of the parties are satisfied or waived.  The foregoing description does not purport to be complete and is qualified in its entirety by reference to the Amendment, a copy of which is filed as Exhibit 10.1 to this Current Report.  

Item 8.01

Other Events

The Company is filing as exhibits to this Report recent amendments to its (i) $80 Million Senior Secured Superpriority Priming Debtor-In-Possession Credit Facility dated as of March 11, 2009 with Avenue Investments, L.P., and DDJ Capital Management, LLC (the “DIP Term Loan Agreement”), and (ii) $55 Million Senior Secured, Super Priority Debtor-In-Possession Credit Agreement dated as of March 11, 2009, with General Electric Capital Corporation (the “DIP Revolving Credit Agreement”, and together with the DIP Term Loan Agreement, the “Financing Agreements”).  Copies of the Financing Agreements, and other amendments thereto, have been previously filed as exhibits to Current Reports on Form 8-K.

The Company does not consider these amendments to be material.  It is filing them in order provide securityholders with access to  complete  versions of the Financing Agreements, as amended.  

Item 9.01

Financial Statements and Exhibit

(d) Exhibits

Exhibit No.

Description

10.1

Amendment No. 3 to Purchase Agreement among Milacron Inc., certain of its subsidiaries and MI 363 BID LLC, dated as of July 27, 2009

10.2

Amendment No. 2 to Senior Secured Superpriority Priming Debtor-In-Possession Credit Agreement, dated July 17, 2009

10.3

Second Amendment to Senior Secured, Super-Priority Debtor-In-Possession Credit Agreement, dated July 22, 2009

Signature

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	Milacron Inc.
Date:  July 31, 2009 By:	/s/ John C. Francy
	Name: John C. Francy
	Title: Vice President-Finance,  Chief Financial Officer and Treasurer

EX-10

Exhibit 10.1

EXECUTION VERSION

AMENDMENT NO. 3 TO THE PURCHASE AGREEMENT

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.

WHEREAS, the Sellers and the Purchaser entered into the Purchase Agreement pursuant to which the Sellers agreed to sell, and the Purchaser agreed to purchase, the Purchased Assets, upon the terms and subject to the conditions set forth therein;

WHEREAS, the Sellers and the Purchaser agreed to amend the Purchase Agreement pursuant to Amendment No. 1 to the Purchase Agreement, dated June 5, 2009;

WHEREAS, the Sellers and the Purchaser agreed to amend the Purchase Agreement pursuant to Amendment No. 2 to the Purchase Agreement, dated June 25, 2009 (“Amendment No. 2”); and

WHEREAS, the parties hereto desire to further amend the Purchase Agreement as set forth in this Amendment in accordance with Section 11.08 thereof.

NOW, THEREFORE, in consideration of the mutual covenants contained herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties to this Amendment hereby agree as follows:

Section 1.

Amendment to Section 1.01.  

(a)

The definition of “Sponsors’ Additional Consideration Lien Release” is hereby amended by adding, immediately before the period appearing at the end of such definition, the following:

“, which release, for the avoidance of doubt, will provide that the Additional Consideration will be transferred directly to the Indenture Trustee for pro rata distribution to or for the benefit of holders of Senior Secured Notes who are not Sponsors without further order of the Court”.

(b)

The definition of “Permitted Encumbrances” is hereby amended by adding a comma after the word “Taxes” in the first line thereof and a comma after the word “assessments” in the second line thereof.

Section 2.

Amendment to Section 2.07.  Section 2.07 is hereby amended to delete the words “July 16, 2009” in the fifth line thereof and replace them with “August 7, 2009”.

Section 3.

Amendment to Section 7.01(a)(ii).  Section 7.01(a)(ii) is hereby amended to delete the words “five (5)” in the fifth line thereof and replace them with “ten (10)”.

Section 4.

Amendment to Section 6.02(a) of the Sellers’ Disclosure Schedule.  

(a)

Section 6.02(a) of the Sellers’ Disclosure Schedule is hereby amended to add the following Assumed Employee Plans:  (i) Milacron Canada Inc. Pension Plan (Registration Number 325019); (ii) Ontario Limited Component Manufacturing Industries Retirement Savings Plan; and (iii) D-M-E of Canada Limited Employees’ Retirement Plan.

(b)

Paragraph 1 of Section 6.02(a) of the Sellers’ Disclosure Schedule is hereby amended to delete the parenthetical phrase “(solely with respect to Transferred Employees)” immediately preceding the semi-colon in the second line and replace it in its entirety with the parenthetical phrase “(solely with respect to Transferred Employees and individuals who are either participating in the Milacron Welfare Benefit Plan as of the Closing Date pursuant to Section 4980B of the Tax Code or who are eligible to elect such participation as of the Closing Date)".

(c)

Paragraph 3 of Section 6.02(a) of the Sellers’ Disclosure Schedule is hereby amended to delete the parenthetical phrase “(solely with respect to Transferred Employees)” and replace it in its entirety with the parenthetical phrase “(solely with respect to Transferred Employees and other individuals actively employed with the Sellers on or after the Petition Date)”.

Section 5.

Amendment to Section 6.02(c).  Section 6.02(c) is hereby amended by adding, immediately after the first sentence, the following:

“Each Transferred Employee shall also be given credit under the Purchaser’s vacation policy for any accrued but unused vacation days that such Transferred Employee has earned pursuant to the Sellers’ vacation policy on or after the Petition Date but before the Closing Date.”

Section 6.

Amendment to Section 5.23(e) of the Sellers’ Disclosure Schedule.  Section 5.23(e) of the Sellers’ Disclosure Schedule (as amended by Amendment No. 2) is hereby amended to add the following as a new subsection (d):

(d)

The Purchaser and the Sellers agree that the Parent Stock payable in accordance with subsection (a) above shall be payable to the Sellers by either (i) the Purchaser or (ii) the Parent, on behalf of the Purchaser.

Section 7.

Entire Agreement.  The Purchase Agreement (as amended by this Amendment) and the Ancillary Agreements constitute the entire agreement of the parties hereto with respect to the subject matter hereof and thereof and supersede all prior agreements and undertakings, both written and oral, among the Sellers and the Purchaser with respect to the subject matter hereof and thereof.

Section 8.

Severability.  If any term or other provision of this Amendment is invalid, illegal or incapable of being enforced by any Law or public policy, all other terms and

2

provisions of this Amendment shall nevertheless remain in full force and effect for so long as the economic or legal substance of the transactions contemplated by the Purchase Agreement (as amended by this Amendment) is not affected in any manner materially adverse to either party hereto.  Upon such determination that any term or other provision is invalid, illegal or incapable of being enforced, the parties hereto shall negotiate in good faith to modify the Purchase Agreement (as amended by this Amendment) so as to effect the original intent of the parties as closely as possible in a mutually acceptable manner in order that the transactions contemplated by the Purchase Agreement (as amended by this Amendment) are consummated as originally contemplated to the greatest extent possible.

Section 9.

Counterparts.  This Amendment may be executed and delivered (including by facsimile transmission) in one or more counterparts, and by the different parties hereto in separate counterparts, each of which when executed shall be deemed to be an original, but all of which taken together shall constitute one and the same agreement.

Section 10.  Governing Law.  This Amendment shall be governed by, and construed in accordance with, the Laws of the State of New York and, to the extent applicable, the Bankruptcy Code and the CCAA.  The parties hereto agree that the Bankruptcy Courts shall be the exclusive forums for enforcement of this Amendment and (only for the limited purpose of such enforcement) submit to the jurisdiction thereof; provided, that if the U.S. Bankruptcy Court determines that it does not have subject matter jurisdiction over any action or proceeding arising out of or relating to this Amendment, then the Debtors and the Purchaser: (a) agree that all such actions or proceedings shall be heard and determined in a New York federal court sitting in The City of New York; (b) irrevocably submit to the jurisdiction of such court in any such action or proceeding; (c) consent that any su ch action or proceeding may be brought in such courts and waives any objection that such party may now or hereafter have to the venue or jurisdiction or that such action or proceeding was brought in an inconvenient court; and (d) agree that service of process in any such action or proceeding may be effected by providing a copy thereof by any of the methods of delivery permitted by the Purchase Agreement to such party at its address as provided in the Purchase Agreement (provided that nothing herein shall affect the right to effect service of process in any other manner permitted by Law).

Section 11.  Full Force and Effect.  Except as amended hereby, the Purchase Agreement shall remain in full force and effect.

[Remainder of the page intentionally left blank]

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IN WITNESS WHEREOF, the Sellers and the Purchaser have caused this Amendment to be executed as of the date first written above by their respective officers thereunto duly authorized.

Milacron Inc.

By:  /s/ David E. Lawrence                           

Name: David E. Lawrence

Title: President & CEO

Milacron Plastics Technologies Group Inc.

By:  /s/ David E. Lawrence                           

Name: David E. Lawrence

Title: President & CEO

D-M-E Company

By:  /s/ David E. Lawrence                           

Name: David E. Lawrence

Title: President & CEO

Cimcool Industrial Products Inc.

By:  /s/ David E. Lawrence                           

Name: David E. Lawrence

Title: President & CEO

Milacron Marketing Company

By:  /s/ David E. Lawrence                           

Name: David E. Lawrence

Title: President & CEO

Milacron Canada Ltd.

By:  /s/ David E. Lawrence                           

Name: David E. Lawrence

Title: President & CEO

Milacron Capital Holdings B.V.

By:  /s/ David E. Lawrence                           

Name: David E. Lawrence

Title: President & CEO

MI 363 Bid LLC

By:   MI 363 Bid Corporation, its Sole Member

/s/ Michael D. Elkins                              

Name: Michael D. Elkins

Title: Director

EX-10

Exhibit 10.2

EXECUTION COPY

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

 Dated as of July 17, 2009

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 o ther person that becomes a Lender, the “Lenders”) and the purchasers of the DIP Term Notes from time to time party hereto (the “Purchasers”).

PRELIMINARY STATEMENTS:

(1)

The Borrower, the Guarantors, the Administrative Agent and the Lenders have entered into that certain Senior Secured Superpriority Priming Debtor-in-Possession Credit Agreement dated as of March 11, 2009, as amended by Amendment No. 1 to the Senior Secured Superpriority Priming Debtor-in-Possession Credit Agreement dated as of May 12, 2009 (as amended, supplemented, modified or restated from time to time, the “Credit Agreement”).  

(2)

The Borrower, the Guarantors, the Administrative Agent and the Purchasers have entered into that certain Senior Secured Superpriority Priming Debtor-in-Possession Note Purchase Agreement dated as of May 12, 2009 (as amended, supplemented, modified or restated from time to time, the “Note Purchase Agreement”). Capitalized terms not otherwise defined in this Amendment (the “Amendment”) have the same meanings as specified in the Credit Agreement or Note Purchase Agreement, as applicable.

(2)

The Borrower has requested changes and modifications to the Credit Agreement  and Note Purchase Agreement as hereinafter set forth and the Lenders and Purchasers are, on the terms and conditions stated below, willing to grant the request of the Borrower and amend the Credit Agreement and Note Purchase Agreement, as applicable, as hereinafter set forth.

Milacron - Amendment No. 2 to the DIP Credit Agreement

Amendment No. 1 to the DIP Note Purchase Agreement

2

SECTION 1.

Amendments.  Each of the Credit Agreement and Note Purchase Agreement are, effective as of the date hereof (the “Amendment No. 2 Effective Date”) and subject to the satisfaction of the conditions precedent set forth in Section 2, hereby amended as follows.

(a) Amendments to Credit Agreement.  

(1) The definition of “Permitted Intercompany Debt” set forth in Section 1.01 of the Credit Agreement is hereby amended by deleting the phrase “$3,500,000 (provided that notwithstanding the foregoing, the aggregate amount of Debt permitted to be incurred under this clause (i)(b) shall not exceed $500,000 without the prior written consent of the Required Lenders)” contained in clause (i)(b)(D) thereof and substituting in lieu thereof the following:

“$8,000,000 (provided that notwithstanding the foregoing, the aggregate amount of Debt permitted to be incurred under this clause (i)(b), when aggregated with any outstanding Investments incurred pursuant to Section 5.02(g)(vii), shall not exceed $6,500,000 without the prior written consent of the Required Lenders)”.

(2) Section 5.02(g) of the Credit Agreement is hereby amended and restated as follows:

“Investments.  Make or hold, or permit any of its Subsidiaries to make, any Investment in any Person, except for (i) Investments existing on the Effective Date, as set forth on Schedule 5.02(g) hereto, but not any increase in the amount thereof as set forth in such Schedule or any other material modification of the terms thereof, (ii) Investments in Cash Equivalents; (iii) advances and loans constituting Permitted Intercompany Debt; (iv) Investments not constituting loans or advances by (A) any Loan Party in any other Loan Party and (B) Non-Loan Party in any other Non-Loan Party; (v) Investments (A) received in satisfaction or partial satisfaction thereof from financially troubled account debtors or in connection with the settlement of delinquent accounts and disputes with customers and suppliers, or (B) received in settlement o f debts created in the ordinary course of business and owing to the Borrower or any Subsidiary or in satisfaction of judgments; (vi) Investments (A) in the form of deposits, prepayments and other credits to suppliers made in the ordinary course of business consistent with current market practices, (B) in the form of extensions of trade credit in the ordinary course of business, or (C) in the form of prepaid expenses and deposits to other Persons in the ordinary course of business; (vii) Investments constituting Hedge Agreement entered into for non-speculative purposes; (viii) Investments by a Loan Party in Foreign Subsidiaries in an amount not to exceed, when aggregated with any Debt permitted under clause (i)(b) of the definition of Permitted Intercompany Debt, $8,000,000 (provided that notwithstanding the foregoing, the aggregate amount of Investments permitted under this clause (viii), when aggregated with any outstanding Debt incurred pursuant to clause (i)(b) of the definition o f Permitted Intercompany Debt, shall not exceed $6,500,000 without the prior written consent of the Required Lenders) during the term of this Agreement so long as the proceeds of such Investment are directly, or indirectly, applied by such Foreign Subsidiary in accordance with the DIP Budget; and (ix) Investments by a Loan Party in the capital stock of a Foreign Subsidiary, which is funded solely from the retirement of outstanding intercompany Debt existing as of the Effective Date which is owing by such Foreign Subsidiary to such Loan Party.”

Milacron - Amendment No. 2 to the DIP Credit Agreement

Amendment No. 1 to the DIP Note Purchase Agreement

3

(b) Amendments to Note Purchase Agreement. Article V of the Note Purchase Agreement is hereby amended to take into account the amendments set forth in clause (a) of this Section 1, and such amendments shall apply to the Note Purchase Agreement mutatis mutandis, taking into account such modifications as are necessary to reflect the terms in the Note Purchase Agreement and in the DIP Term Notes.

SECTION 2.

Conditions of Effectiveness.  This Amendment is subject to the provisions of Section 10.01 of the Credit Agreement and Note Purchase Agreement, respectively.  This Amendment shall become effective as of the Amendment No. 2 Effective Date when and only when, on or before the Amendment No. 2 Effective Date the Administrative Agent shall have received counterparts of this Amendment executed by each Loan Party and the Required Lenders or, as to any of the Lenders or Purchasers, advice satisfactory to the Administrative Agent that such Lender or Purchaser has executed this Amendment.

SECTION 3.

Reference to and Effect on the Credit Agreement, Note Purchase Agreement and the Notes.  (a)  On and after the Amendment No. 2 Effective Date, each reference in the Credit Agreement to “this Agreement”, “hereunder”, “hereof” or words of like import referring to the Credit Agreement, and each reference in (i) the Note Purchase Agreement, (ii) the Notes and (iii) each of the other Transaction Documents, to “the Credit Agreement”, “thereunder”, “thereof” or words of like import referring to the Credit Agreement, shall mean and be a reference to the Credit Agreement, as amended by this Amendment.

(b)

On and after the Amendment No. 2 Effective Date, each reference in the Note Purchase Agreement to “this Agreement”, “hereunder”, “hereof” or words of like import referring to the Note Purchase Agreement, and each reference in (i) the Credit Agreement, (ii) the Notes and (iii) each of the other Transaction Documents, to “the Note Purchase Agreement”, “thereunder”, “thereof” or words of like import referring to the Note Purchase Agreement, shall mean and be a reference to the Note Purchase Agreement, as amended by this Amendment.

(c)

The Credit Agreement, Note Purchase Agreement and the Notes, as specifically amended by this Amendment, are and shall continue to be in full force and effect and are hereby in all respects ratified and confirmed.  

(d)

The execution, delivery and effectiveness of this Amendment shall not, except as expressly provided herein, operate as a waiver of any right, power or remedy of any Lender, Purchaser or the Administrative Agent under the Credit Agreement or Note Purchase Agreement, nor constitute a waiver of any provision of the Credit Agreement or Note Purchase Agreement. Each of the parties hereto agree to be bound by the Credit Agreement or Note Purchase Agreement, to the extent party thereto, as amended hereby.

SECTION 4.

Costs, Expenses.  The Borrower hereby agrees to pay on demand all reasonable costs and expenses of the Administrative Agent in connection with the preparation, execution, delivery and administration, modification and amendment of this Amendment, and the other instruments and documents to be delivered hereunder (including, without limitation, the reasonable fees and expenses of counsel for the Administrative Agent) in accordance with the terms of Section 10.04 of the Credit Agreement and Section 11.03 of the Note Purchase Agreement.

SECTION 5.

Execution in Counterparts.  This Amendment may be executed in any number of counterparts and by different parties hereto in separate counterparts, each of which when so executed shall be deemed to be an original and all of which taken together shall constitute but one and the same agreement.  Delivery of an executed counterpart of a signature page to this Amendment by 

Milacron - Amendment No. 2 to the DIP Credit Agreement

Amendment No. 1 to the DIP Note Purchase Agreement

4

telecopier or other electronic transmission shall be effective as delivery of a manually executed counterpart of this Amendment.

SECTION 6.

Affirmation and Consent of Guarantors.  Each Guarantor hereby consents to the amendments to the Credit Agreement and Note Purchase Agreement effected hereby, and hereby confirms, acknowledges and agrees that, (a) notwithstanding the effectiveness of this Amendment, the obligations of such Guarantor under the Credit Agreement and Note Purchase Agreement, each as amended hereby, or in any other Loan Documents to which it is a party are, and shall remain, in full force and effect and are hereby ratified and confirmed in all respects, except that, on and after the effectiveness of this Amendment, each reference to “this Agreement”, “hereunder”, “hereof” or words of like import shall mean and be a reference to the Credit Agreement or Note Purchase Agreement, as applicable, as amended by this Amendment, (b) the pledge and security interest in the Collateral gran ted by it pursuant to the Collateral Documents to which it is a party shall continue in full force and effect and (c) such pledge and security interest in the Collateral granted by it pursuant to such Collateral Documents shall continue to secure the Obligations purported to be secured thereby, as amended or otherwise affected hereby.

SECTION 7.

Governing Law.  This Amendment shall be governed by, and construed in accordance with, the laws of the State of New York.

Milacron - Amendment No. 2 to the DIP Credit Agreement

Amendment No. 1 to the DIP Note Purchase Agreement

IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be executed by their respective officers thereunto duly authorized, as of the date first above written.

MILACRON INC., as Borrower and as a Debtor and Debtor in Possession

By:      /s/    David E. Lawrence                                 

Title:     President & CEO

Milacron - Amendment No. 2 to the DIP Credit Agreement

Amendment No. 1 to the DIP Note Purchase Agreement

MILACRON PLASTICS

TECHNOLOGIES GROUP INC.

As a Guarantor and as a Debtor and Debtor in Possession

By:      /s/    David E. Lawrence                                 

Title:     President & CEO

D-M-E COMPANY.

As a Guarantor and as a Debtor and Debtor in Possession

By:      /s/    David E. Lawrence                                 

Title:     President & CEO

CIMCOOL INDUSTRIAL PRODUCTS INC.

As a Guarantor and as a Debtor and Debtor in Possession

By:      /s/    David E. Lawrence                               

Title:     President & CEO

MILACRON MARKETING COMPANY.

As a Guarantor and as a Debtor and Debtor in Possession

By:      /s/    David E. Lawrence                                 

Title:     President & CEO

MILACRON CANADA LTD.

As a Guarantor and as a Debtor and Debtor in Possession

By:      /s/    David E. Lawrence                                 

Title:     President & CEO

MILACRON CAPITAL HOLDINGS B.V.

As a Guarantor and as a Debtor and Debtor in Possession

By:      /s/    David E. Lawrence                                 

Title:     President & CEO

Milacron - Amendment No. 2 to the DIP Credit Agreement

Amendment No. 1 to the DIP Note Purchase Agreement

EX-10

Exhibit 10.3

SECOND AMENDMENT TO SENIOR SECURED, SUPER-PRIORITY DEBTOR-IN-POSSESSION CREDIT AGREEMENT

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 fo r Lenders (“Agent”), and the other Lenders (as defined below) signatory hereto from time to time.

WHEREAS, Borrowers, Guarantors, the lenders party thereto from time to time (“Lenders”) and Agent are parties to that certain Senior Secured, Super-Priority Debtor-in-Possession Credit Agreement, dated as of March 11, 2009, as amended by that certain First Amendment to Senior Secured, Super-Priority Debtor-in-Possession Credit Agreement, dated as of May 12, 2009 (as may be further amended, restated, supplemented or otherwise modified from time to time, the “Credit Agreement”), pursuant to which Lenders have agreed to make, and have made, certain loans and other financial accommodations to Borrowers;

WHEREAS, Borrowers and Guarantors have requested that Agent and Lenders amend certain terms and conditions of the Credit Agreement, as more fully set forth herein; and

WHEREAS, Agent and Lenders have agreed to make such amendments to the Credit Agreement subject to the terms and conditions set forth herein.

NOW, THEREFORE, in consideration of the foregoing and the mutual covenants herein contained, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereby agree as follows:

1.

Definitions.All terms used herein which are defined in the Credit Agreement and not otherwise defined herein are used herein as defined therein.

2.

Amendments to Credit Agreement.  

(a)

Section 6.5 of the Credit Agreement, Loans, Advances, Investments, Etc., is hereby amended and modified by deleting subsection (n) of such Section in its entirety and inserting the following in lieu hereof:

“(n)

investments by a Credit Party in Foreign Subsidiaries in an amount not to exceed, $8,000,000 (provided that notwithstanding the foregoing, the aggregate amount of investments permitted under this clause (n) shall not exceed $6,500,000 without the prior written consent of Agent) during

the term of this Agreement so long as the proceeds of such investment are directly, or indirectly, applied by such Foreign Subsidiary in accordance with the DIP Budget.”

(b)

Annex A to the Credit Agreement, Definitions, is hereby amended and modified by deleting subsection (i) from the definition of “Permitted Indebtedness” in its entirety and inserting the following in lieu hereof:

“(i)

the following intercompany Indebtedness:  (i) Indebtedness of any Domestic Credit Party to any other Domestic Credit Party, in each case to the extent such Indebtedness is (A) evidenced by a promissory note with terms and provisions reasonably acceptable to Agent, (B) promptly pledged to Agent pursuant to the Pledge Agreement, and (C) subject to an Intercompany Subordination Agreement or such other subordination provisions acceptable to Agent; (ii) Indebtedness of any Foreign Subsidiary to any other Foreign Subsidiary; (iii) Indebtedness of any Domestic Subsidiary that is not a Credit Party to any other Domestic Subsidiary that is not a Credit Party to the extent that the aggregate principal amount of such Indebtedness outstanding at any time does not exceed $250,000; (iv) unsecured Indebtedness of any Credit Party owing to any Foreign Subsidiary resultin g from loans or advances made by a Foreign Subsidiary to a Credit Party, to the extent such Indebtedness is subject to an Intercompany Subordination Agreement or such other subordination provisions acceptable to Agent; (v) unsecured Indebtedness of Parent owing to Milacron Assurance in connection with the self-insurance program of Parent and its Subsidiaries to the extent such Indebtedness (A) is evidenced by a promissory note with terms and provisions reasonably acceptable to Agent, (B) is subject to an Intercompany Subordination Agreement or such other subordination provisions acceptable to Agent, (C) will not be repaid in amounts in excess of the amounts necessary to pay the obligations of Milacron Assurance under the self-insurance program for the benefit of Parent and the Subsidiaries permitted under Section 5.7 and (D) to the extent repaid by Parent to Milacron Assurance for Milacron Assurance to make available to a Foreign Subsidiary in respect of such self-insurance program, will res ult, prior to or concurrently with such repayment, in Foreign Subsidiaries remitting, transferring or otherwise repatriating funds to a Credit Party in an aggregate US dollar amount equal to the amount repaid by Parent for such purpose; and (vi) Indebtedness of any Foreign Subsidiary owing to any Credit Party existing as of the Closing Date and listed on Schedule 6.2 (but not the increase, extension of maturity, refinancing or other modification thereof) and as permitted by Section 6.5(n);”

3.

Conditions to Effectiveness.  This Amendment shall become effective (the “Amendment Effective Date”) upon satisfaction in full of the following conditions precedent

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(a)

Agent shall have received counterparts of this Amendment that bear the signatures of each of Credit Parties, Agent and Lenders;

(b)

Agent shall have received a copy of an amendment (or similar agreement), in form and substance reasonably satisfactory to Agent, duly executed by Credit Parties, DIP Term Loan Agent, and DIP Term Loan Lenders amending the corresponding provisions of the DIP Term Loan Agreement; and

(c)

Agent shall have received such other information, documents, instruments or approvals as Agent may require.

4.

Credit Parties’ Representations and Warranties.  Each Credit Party represents and warrants to Agent and Lenders as follows:

(a)

Such Credit Party (i) is duly organized, validly existing and in good standing under the laws of the state, province or other applicable jurisdiction of its organization and (ii) has all requisite power, authority and legal right to execute, deliver and perform this Amendment and to perform the Credit Agreement, as amended hereby.

(b)

The execution, delivery and performance by such Credit Party of this Amendment and the performance by such Credit Party of the Credit Agreement, as amended hereby (i) have been duly authorized by all necessary action, (ii) do not and will not violate or create a default under such Credit Party’s organizational documents, any material applicable law, rule or regulation any applicable order, judgment or decree of any Governmental Authority or any material contractual restriction on or otherwise affecting it or any of its properties (including, without limitation, the Senior Secured Note Documents), and (iii) except as provided in the Loan Documents, do not and will not result in or require the creation of any Lien, upon or with respect to such Credit Party’s property, other than Lien securing obligations in an aggregate amount not exceeding $100,000.

(c)

No authorization or approval or other action by, and no notice to or filing with, any Governmental Authority is required in connection with the due execution, delivery and performance by such Credit Party of this Amendment or the performance by such Credit Party of the Credit Agreement, as amended hereby.

(d)

This Amendment and the Credit Agreement, as amended hereby, constitute the legal, valid and binding obligations of such Credit Party, enforceable against such Credit Party in accordance with their terms except as may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws and subject to general principles of equity, regardless of whether considered in a proceeding in equity or at law.

(e)

Immediately after giving effect to this Amendment, (i) except for such matters as have been fully disclosed to Agent in writing by or on behalf of Borrowers, the representations and warranties contained in the Credit Agreement are correct on and as of the date of this Amendment as though made on and as of the date hereof (except where such representations and warranties relate to an earlier date in which case such representations and warranties shall be true and correct as of such earlier date), and (ii) no Default or Event of

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Default has occurred and is continuing (or would result from this Amendment becoming effective in accordance with its terms).

5.

Acknowledgements.

(a)

Each Borrower hereby acknowledges, confirms and agrees that as of the close of business on July 21, 2009, Borrowers were indebted to the Lenders for Advances and other extensions of credit under the Loan Documents in an aggregate principal amount of $25,293,643.56 (collectively, the “Second Amendment Date Obligations” and together with all fees, expenses, interest and other amounts required to be paid under the Loan Documents, collectively, the “Existing Obligations”). The Existing Obligations are unconditionally owing by Borrowers to Lenders, without offset, defense or counterclaim of any kind, nature or description whatsoever.

(b)

Each Credit Party hereby acknowledges, confirms and agrees that Agent, for the benefit of Lenders, has and shall continue to have valid, enforceable and perfected first-priority liens upon and security interests in the Collateral granted to Agent, for the benefit of Lenders, pursuant to the Loan Documents or otherwise granted to or held by Agent, for the benefit of the Lenders.

(c)

Each Guarantor consents to the execution and delivery by Borrowers of this Amendment and jointly and severally ratify and confirm the terms of their Guaranty with respect to the Indebtedness now or hereafter outstanding under the Credit Agreement, as amended hereby, and all Notes issued thereunder.

6.

Continued Effectiveness of Credit Agreement.  Each Credit Party hereby (a) confirms and agrees that the Credit Agreement and each other Loan Document to which it is a party is, and shall continue to be, in full force and effect and is hereby ratified and confirmed in all respects except that on and after the Amendment Effective Date all references in any such Loan Document to (i) “the Credit Agreement”, “hereto”, “hereof”, “hereunder”, “thereto”, “thereof”, “thereunder” or words of like import referring to the Credit Agreement shall mean the Credit Agreement as amended by this Amendment, (b) confirms and agrees that to the extent that any such Loan Document purports to assign or pledge to Agent, for the ratable benefit of Lenders, or to grant to Agent, for the ratable benefit of Lenders, a security interest in or Lien on, any Collateral as security for the Obligations of the Credit Party, or any of their respective Subsidiaries from time to time existing in respect of the Credit Agreement and the other Loan Documents, such pledge, assignment and/or grant of the security interest or Lien is hereby ratified and confirmed in all respects, and (c) confirms and agrees that no amendment of any terms or provisions of the Credit Agreement, or the amendments and consents granted hereunder shall relieve any Credit Party from complying with such terms and provisions other than as expressly amended or consented to hereby or from complying with any other term or provision thereof or herein.

7.

Release.  Each Credit Party hereby acknowledges and agrees that: (a) neither it nor any of its Affiliates has any claim or cause of action against Agent or any Lender (or any of their respective Affiliates, officers, directors, employees, attorneys, consultants or agents) and (b) each of Agent and each Lender has heretofore properly performed and satisfied in a timely

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manner all of its respective obligations to Credit Parties and their Affiliates under the Credit Agreement and the other Loan Documents.  Notwithstanding the foregoing, Credit Parties wish (and Agent and Lenders agree) to eliminate any possibility that any past conditions, acts, omissions, events or circumstances would impair or otherwise adversely affect Agent’s or any Lenders’ rights, interests, security and/or remedies under the Credit Agreement and the other Loan Documents.  Accordingly, for and in consideration of the agreements contained in this Amendment and other good and valuable consideration, each Credit Party (for itself and its Affiliates and the successors, assigns, heirs and representatives of each of the foregoing) (collectively, the “Releasors”) does hereby fully, finally, unconditionally and irrevocably release and forever discharge Agent and each Lender and eac h of their respective Affiliates, officers, directors, employees, attorneys, consultants and agents (collectively, the “Released Parties”) from any and all debts, claims, obligations, damages, costs, attorneys’ fees, suits, demands, liabilities, actions, proceedings and causes of action, in each case, whether known or unknown, contingent or fixed, direct or indirect, and of whatever nature or description, and whether in law or in equity, under contract, tort, statute or otherwise, which any Releasor has heretofore had or now or hereafter can, shall or may have against any Released Party by reason of any act, omission or thing whatsoever done or omitted to be done, arising out of, connected with or related in any way to the Credit Agreement or any other Loan Document, or any act, event or transaction related or attendant thereto, or the agreements of Agent or any Lender contained therein, or the possession, use, operation or control of any of the assets of any Credit Party, or the making of any Loans or other advances, or the management of such Loans or advances or the Collateral.

8.

Miscellaneous.

(a)

This Amendment may be executed in any number of counterparts and by different parties hereto in separate counterparts, each of which shall be deemed to be an original but all of which taken together shall constitute one and the same agreement.  Delivery of an executed counterpart of this Amendment by telefacsimile or electronic method shall be equally as effective as delivery of an original executed counterpart of this Amendment.

(b)

Section and paragraph headings herein are included for convenience of reference only and shall not constitute a part of this Amendment for any other purpose.

(c)

This Amendment shall be governed by, and construed in accordance with, the laws of the State of New York.  Each of the parties to this Amendment hereby irrevocably waives all rights to trial by jury in any action, proceeding or counterclaim arising out of or relating to this Amendment.

(d)

Borrowers will pay on demand all reasonable fees, costs and expenses of Agent and Lenders in connection with the preparation, execution and delivery of this Amendment or otherwise payable under the Credit Agreement, including, without limitation, reasonable fees disbursements and other charges of counsel to Agent and Lenders.  

(e)

This Amendment is a Loan Document executed pursuant to the Credit Agreement and shall be construed, administered and interpreted in accordance with the terms thereof.  Accordingly, it shall be an Event of Default under the Credit Agreement if any

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representation or warranty made or deemed made by any Credit Party under or in connection with this Amendment shall have been incorrect when made or deemed made or if any Credit Party fails to perform or comply with any covenant or agreement contained herein.

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IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly executed and delivered by their respective officers thereunto duly authorized as of the date first written above.

BORROWERS:

MILACRON INC.

By: /s/ David E. Lawrence                                  

Name:  David E. Lawrence                                 

Title:  President & CEO                                      

CIMCOOL INDUSTRIAL PRODUCTS INC.

By: /s/ David E. Lawrence                                  

Name:  David E. Lawrence                                 

Title:  President & CEO                                      

MILACRON MARKETING COMPANY

By: /s/ David E. Lawrence                                  

Name:  David E. Lawrence                                 

Title:  President & CEO                                      

MILACRON PLASTICS TECHNOLOGIES GROUP INC.

By: /s/ David E. Lawrence                                  

Name:  David E. Lawrence                                 

Title:  President & CEO                                      

D-M-E COMPANY

By: /s/ David E. Lawrence                                  

Name:  David E. Lawrence                                 

Title:  President & CEO                                      

CREDIT PARTIES:

MILACRON CAPITAL HOLDINGS B.V.

By: /s/ David E. Lawrence                                  

Name:  David E. Lawrence                                 

Title:  President & CEO                                      

MILACRON CANADA LTD.

By: /s/ David E. Lawrence                                  

Name:  David E. Lawrence                                 

Title:  President & CEO                                      

ADMINISTRATIVE AGENT AND LENDERS:

GENERAL ELECTRIC CAPITAL

CORPORATION, as Agent and Lender

By: /s/ Thomas Morante                                 

Name:  Thomas Morante                                

Title:  Duly Authorized Signatory