EX-99.3 5 ex99_3.txt FIRST AMENDMENT EXHIBIT 99.3 FIRST AMENDMENT TO THIRD AMENDED AND RESTATED RECEIVABLES PURCHASE AGREEMENT dated as of June 7, 2002 among MILACRON INC., MILACRON COMMERCIAL CORP., as Seller, D-M-E COMPANY, as DME Subservicer, UNILOY MILACRON INC., as Subservicer, TALBOT HOLDINGS, LTD., as Subservicer, MILACRON MARKETING COMPANY, as initial Servicer, MARKET STREET FUNDING CORPORATION, as Purchaser, and PNC BANK, NATIONAL ASSOCIATION, as Administrator. This FIRST AMENDMENT TO THE THIRD AMENDED AND RESTATED RECEIVABLES PURCHASE AGREEMENT (this "Amendment"), dated as of June 7, 2002, is made among MILACRON INC. ("Parent"), MILACRON COMMERCIAL CORP., as Seller, UNILOY MILACRON INC., as Subservicer, TALBOT HOLDINGS, LTD., as Subservicer, D-M-E COMPANY, as DME Subservicer, MILACRON MARKETING COMPANY, as initial Servicer (Parent, Seller, Subservicers and DME Subservicer each a "Seller Party" and collectively the "Seller Parties"), MARKET STREET FUNDING CORPORATION, as Purchaser, and PNC BANK, NATIONAL ASSOCIATION, as Administrator. BACKGROUND A. The parties hereto have entered into the Third Amended and Restated Receivables Purchase Agreement (as amended, amended and restated, supplemented or otherwise modified from time to time, the "Market Street Purchase Agreement") dated as of November 15, 2001 pursuant to which, among other things, the Seller agreed to sell, and the Purchaser agreed to purchase, the Pool Receivables and Related Assets; B. Valenite has ceased to be an originator and subservicer of accounts receivable under the Purchase Agreement, and the Seller Parties have requested for good and valid business reasons that the Market Street Purchase Agreement be amended to remove Valenite as a party thereto; C. In furtherance thereof, the parties hereto wish to amend the Market Street Purchase Agreement as set forth below; NOW, THEREFORE, in consideration of the foregoing and other good and valuable consideration, the receipt of which is hereby acknowledged, the parties hereto hereby agree as to the following: SECTION 1. Definitions. Except as otherwise defined herein, capitalized terms have the meanings set forth in the Market Street Purchase Agreement. SECTION 2. Amendments. (a) Section 1.01 is amended by deleting the reference to "$75,000,000" therein and substituting "$50,000,000 therefor. (b) Section 6.01(a) is amended by deleting the reference to "Valenite," contained therein. (c) Clause (ii) of Section 8.01(c) is amended in its entirety to read as follows: "(ii) [RESERVED]." (d) Clause (ii) of Section 10.01(m) is amended in its entirety to read as follows: "(ii) [RESERVED] or". (e) The definitions of "Originator" and "Subservicer" contained in Appendix A to the Market Street Purchase Agreement shall be deemed not to include Valenite Inc. (f) The definition of "Valenite Pool Receivables" contained in Appendix A to the Market Street Purchase Agreement is deleted in its entirety. (g) Schedule 6.1(n), Schedule 6.1(o) and Appendix B are amended in their entirety to read as set forth as Schedule 6.1(n), Schedule 6.1(o) and Appendix B hereto, respectively. SECTION 3. Representations and Warranties. The Seller Parties jointly and severally represent and warrant as follows: (a) this Amendment has been duly authorized, executed and delivered on its behalf, and the Market Street Purchase Agreement, as so amended, and each of the other Transaction Documents to which any Seller Party is a party constitutes such Seller Party's legal, valid and binding obligation enforceable against it in accordance with the terms hereof or thereof; and (b) after giving effect to this Amendment, no Liquidation Event (nor Unmatured Liquidation Event) shall exist as of the Amendment Effective Date. SECTION 4. Closing Conditions. This Amendment shall become effective on the first date (the "Amendment Effective Date") on which the Administrator shall have received (a) this Amendment duly executed by the parties hereto, (b) evidence that the sale by Parent of all of the issued and outstanding shares of common stock of Valenite has been consummated and (c) such other agreements, instruments, certificates, opinions and other documents as the Administrator may reasonably request. SECTION 5. Miscellaneous. (a) THIS AMENDMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE INTERNAL LAWS OF THE STATE OF NEW YORK, WITHOUT REFERENCE TO CONFLICT OF LAW PRINCIPLES. (b) This Amendment may be executed in any number of counterparts and by the different parties hereto in separate counterparts, each of which when so executed shall be deemed to be an original, and all of which together shall constitute one and the same agreement. (c) Any reference to the Market Street Purchase Agreement contained in any notice, request, certificate or other document executed concurrently herewith or after the date hereof shall be deemed to be a reference to the Market Street Purchase Agreement as amended hereby. Except as expressly modified hereby, the Transaction Documents hereby are ratified and confirmed by the parties hereto, and remain in full force and effect. (d) The parties hereto acknowledge and agree that as of the Amendment Effective Date, Valenite shall have no further rights, obligations or liabilities under the Market Street Purchase Agreement or any other Transaction Document. Each of the parties hereto further agrees that, with respect to any obligations or liabilities of Valenite under the Market Street Purchase Agreement or any other Transaction Document which by their terms expressly would continue in the absence of the previous sentence with respect to Valenite, Parent hereby assumes, and agrees to indemnify and hold harmless Purchaser and Administrator from and against, any such obligations and liabilities. IN WITNESS WHEREOF, the parties hereto have caused their duly authorized officers to execute this Amendment as of the day and year first above written. MILACRON INC. By: /s/ Robert P. Lienesch ---------------------------------------- Title: Vice President - Finance and Chief Financial Officer MILACRON COMMERCIAL CORP., as Seller By: /s/ Robert P. Lienesch ---------------------------------------- Title: Treasurer and Assistant Secretary D-M-E COMPANY, as DME Subservicer By: /s/ Robert P. Lienesch ---------------------------------------- Title: Treasurer UNILOY MILACRON INC., as Subservicer By: /s/ Robert P. Lienesch ---------------------------------------- Title: Treasurer TALBOT HOLDINGS, LTD., as Subservicer By: /s/ Robert P. Lienesch ---------------------------------------- Title: Treasurer and Assistant Secretary MILACRON MARKETING COMPANY, as the initial Servicer By: /s/ Robert P. Lienesch ---------------------------------------- Title: Treasurer MARKET STREET FUNDING CORPORATION, as Purchaser By: /s/ Douglas K. Johnson ---------------------------------------- Title: President PNC BANK, NATIONAL ASSOCIATION, as Administrator By: /s/ John Smathers ---------------------------------------- Title: Vice President ACKNOWLEDGED AND AGREED: VALENITE INC. By: /s/ Robert P. Lienesch ------------------------------ Title: Treasurer and Assistant Secretary