Progress Precision Inc. Sample Contracts

Progress Precision Inc. – SECURITY AGREEMENT AND FIXTURE FILING (June 25th, 2004)

EXHIBIT 4.10 MORTGAGE, ASSIGNMENT OF LEASES AND RENTS, SECURITY AGREEMENT AND FIXTURE FILING MADE BY D-M-E COMPANY (MORTGAGOR) in favor of U.S. BANK NATIONAL ASSOCIATION, AS TRUSTEE AND COLLATERAL AGENT (MORTGAGEE) PROPERTY LOCATION: 1975 N. 17th Avenue Melrose Park, Illinois 60160 Property Index: 12-34-403-020 12-34-403-024 DATED AS OF JUNE 10, 2004 THIS MORTGAGE WAS PREPARED BY AND WHEN RECORDED, RETURN TO:

Progress Precision Inc. – MORTGAGE (June 25th, 2004)

Exhibit 4.12 MORTGAGE made by D-M-E U.S.A. INC. (MORTGAGOR) in favor of U.S. BANK NATIONAL ASSOCIATION, AS TRUSTEE AND COLLATERAL AGENT (MORTGAGEE) PROPERTY LOCATION: 29215 Stephenson Highway Madison Heights, Michigan 48071 Oakland County DATED AS OF JUNE 10, 2004 TABLE OF CONTENTS PAGE

Progress Precision Inc. – SECURITY AGREEMENT (June 25th, 2004)

EXHIBIT 4.7 SECURITY AGREEMENT SECURITY AGREEMENT, dated June 10, 2004, made by each of the Grantors referred to below, in favor of U.S. Bank National Association, in its capacity as Collateral Agent for the Trustee and the Holders (as such terms are defined below) pursuant to the Indenture referred to below (in such capacity, together with any permitted successors and assigns, the "Collateral Agent"). W I T N E S S E T H: WHEREAS, Milacron Inc., a Delaware corporation (the "Company"), each subsidiary of the Company listed as a "Guarantor" on the signature pages of the supplemental indenture dated the date hereof to the Indenture (each such subsidiary which is a Canadian Restricted Subsidiary, a "Grantor" and collectively, the "Grantors"), the Collateral Agent and U.S. Bank National Association, in its capacity as trustee (in su

Progress Precision Inc. – MORTGAGE (June 25th, 2004)

Exhibit 4.11 MORTGAGE made by D-M-E U.S.A INC. (MORTGAGOR) in favor of U.S. BANK NATIONAL ASSOCIATION, AS TRUSTEE AND COLLATERAL AGENT (MORTGAGEE) PROPERTY LOCATION: 6328 Ferry Avenue Charlevoix, Michigan 49720 Charlevoix County DATED AS OF JUNE 10, 2004 TABLE OF CONTENTS PAGE

Progress Precision Inc. – SECURITY AGREEMENT AND FIXTURE FILING (June 25th, 2004)

Exhibit 4.17 OPEN-END MORTGAGE, ASSIGNMENT OF LEASES AND RENTS, SECURITY AGREEMENT AND FIXTURE FILING made by MILACRON INC. (MORTGAGOR) in favor of U.S. BANK NATIONAL ASSOCIATION, AS TRUSTEE AND COLLATERAL AGENT (MORTGAGEE) PROPERTY LOCATION: 418 West Main Street Mount Orab, Ohio 45154 Brown County DATED AS OF JUNE 10, 2004 THIS MORTGAGE WAS PREPARED BY AND WHEN RECORDED, RETURN TO: Latham & Watkins LLP 885 Third Ave, Suite 1000

Progress Precision Inc. – SECURITY AGREEMENT AND FIXTURE FILING (June 25th, 2004)

Exhibit 4.18 OPEN-END MORTGAGE, ASSIGNMENT OF LEASES AND RENTS, SECURITY AGREEMENT AND FIXTURE FILING made by MILACRON INC. (MORTGAGOR) in favor of U.S. BANK NATIONAL ASSOCIATION, AS TRUSTEE AND COLLATERAL AGENT (MORTGAGEE) PROPERTY LOCATION: 3000 Disney Street Cincinnati, Ohio 45209 Hamilton County DATED AS OF JUNE 10, 2004 THIS MORTGAGE WAS PREPARED BY AND WHEN RECORDED, RETURN TO: Latham & Watkins LLP 885 Third Ave, Suite 1000

Progress Precision Inc. – SECURITY AGREEMENT AND FIXTURE FILING (June 25th, 2004)

Exhibit 4.16 OPEN-END MORTGAGE, ASSIGNMENT OF LEASES AND RENTS, SECURITY AGREEMENT AND FIXTURE FILING made by D-M-E COMPANY (MORTGAGOR) in favor of U.S. BANK NATIONAL ASSOCIATION, AS TRUSTEE AND COLLATERAL AGENT (MORTGAGEE) PROPERTY LOCATION: 558 Leo Street Dayton, Ohio 45404 Montgomery County DATED AS OF JUNE 10, 2004 THIS MORTGAGE WAS PREPARED BY AND WHEN RECORDED, RETURN TO: Latham & Watkins LLP 885 Third Ave, Suite 1000

Progress Precision Inc. – 11 1/2% SENIOR SECURED NOTES DUE 2011 (June 25th, 2004)

EXHIBIT 4.1 MILACRON ESCROW CORPORATION TO BE MERGED WITH AND INTO MILACRON INC. 11 1/2% SENIOR SECURED NOTES DUE 2011 INDENTURE Dated as of May 26, 2004 U.S. BANK NATIONAL ASSOCIATION Trustee CROSS-REFERENCE TABLE* Trust Indenture Act Section Indenture Section 310(a)(1)................................................................. 7.10 (a)(2)................................................................. 7.10 (a)(3)................................................................. N.A. (a)(

Progress Precision Inc. – SUPPLEMENTAL INDENTURE (June 25th, 2004)

EXHIBIT 4.2 SUPPLEMENTAL INDENTURE Supplemental Indenture (this "Supplemental Indenture"), dated as of June 10, 2004, among Milacron Inc., a Delaware corporation (the "Company"), the Company's subsidiaries listed on Schedule A hereto (the "Guaranteeing Subsidiaries") and U.S. Bank National Association, as trustee under the Indenture referred to below (the "Trustee"). W I T N E S S E T H WHEREAS, Milacron Escrow Corporation, a Delaware corporation (the "Issuer") has heretofore executed and delivered to the Trustee an indenture (the "Indenture"), dated as of May 26, 2004 providing for the issuance of 11 1/2% Senior Secured Notes due 2011 (the "Notes"); WHEREAS, concurrently herewith, the Issuer is being merged with and into the Company, with the Company as the surviving company (the "Escrow Merger"); WHEREAS, pursuant to the Escr

Progress Precision Inc. – INTERCREDITOR AGREEMENT (June 25th, 2004)

Exhibit 4.9 ================================================================================ INTERCREDITOR AGREEMENT BY AND BETWEEN JPMORGAN CHASE BANK AS ABL AGENT AND U.S. BANK NATIONAL ASSOCIATION, AS TRUSTEE AS TERM AGENT DATED AS OF JUNE 10, 2004 ================================================================================ TABLE OF CONTENTS Page No. --------

Progress Precision Inc. – SECURITY AGREEMENT AND FIXTURE FILING (June 25th, 2004)

Exhibit 4.19 OPEN-END MORTGAGE, ASSIGNMENT OF LEASES AND RENTS, SECURITY AGREEMENT AND FIXTURE FILING made by MILACRON INC. (MORTGAGOR) in favor of U.S. BANK NATIONAL ASSOCIATION, AS TRUSTEE AND COLLATERAL AGENT (MORTGAGEE) PROPERTY LOCATION: 3010 Disney Street Cincinnati, Ohio 45209 Hamilton County DATED AS OF JUNE 10, 2004 THIS MORTGAGE WAS PREPARED BY AND WHEN RECORDED, RETURN TO: Latham & Watkins LLP 885 Third Ave, Suite 1000

Progress Precision Inc. – MORTGAGE (June 25th, 2004)

Exhibit 4.15 MORTGAGE made by D-M-E U.S.A. INC. (MORTGAGOR) in favor of U.S. BANK NATIONAL ASSOCIATION, AS TRUSTEE AND COLLATERAL AGENT (MORTGAGEE) PROPERTY LOCATION: 29111 Stephenson Highway Madison Heights, Michigan 48071 Oakland County DATED AS OF JUNE 10, 2004 TABLE OF CONTENTS PAGE

Progress Precision Inc. – MORTGAGE (June 25th, 2004)

Exhibit 4.13 MORTGAGE made by OAK INTERNATIONAL, INC. (MORTGAGOR) in favor of U.S. BANK NATIONAL ASSOCIATION, AS TRUSTEE AND COLLATERAL AGENT (MORTGAGEE) PROPERTY LOCATION: 1160 White Street Sturgis, Michigan 49091 St. Joseph County DATED AS OF JUNE 10, 2004 TABLE OF CONTENTS PAGE

Progress Precision Inc. – SECURITY AGREEMENT AND FIXTURE FILING (June 25th, 2004)

Exhibit 4.20 OPEN-END MORTGAGE, ASSIGNMENT OF LEASES AND RENTS, SECURITY AGREEMENT AND FIXTURE FILING made by D-M-E COMPANY (MORTGAGOR) in favor of U.S. BANK NATIONAL ASSOCIATION, AS TRUSTEE AND COLLATERAL AGENT (MORTGAGEE) PROPERTY LOCATION: 977 Loop Road Lewistown, Pennsylvania Mifflin County DATED AS OF JUNE 10, 2004 THIS MORTGAGE WAS PREPARED BY AND WHEN RECORDED, RETURN TO: Latham & Watkins LLP 885 Third Ave, Suite 1000

Progress Precision Inc. – MORTGAGE (June 25th, 2004)

Exhibit 4.14 MORTGAGE made by MILACRON INDUSTRIAL PRODUCTS, INC. (MORTGAGOR) in favor of U.S. BANK NATIONAL ASSOCIATION AS TRUSTEE AND COLLATERAL AGENT (MORTGAGEE) PROPERTY LOCATION: 31003 Industrial Road Livonia, Michigan 48150 Wayne County DATED AS OF JUNE 10, 2004 TABLE OF CONTENTS PAGE

Progress Precision Inc. – PLEDGE AGREEMENT (June 25th, 2004)

EXHIBIT 4.8 PLEDGE AGREEMENT PLEDGE AND SECURITY AGREEMENT, dated June 10, 2004, made by each of the Pledgors referred to below, in favor of U.S. Bank National Association, in its capacity as Collateral Agent for the Trustee and the Holders (as such terms are defined below) pursuant to the Indenture referred to below (in such capacity, together with any permitted successors and assigns, the "Collateral Agent"). W I T N E S S E T H: WHEREAS, Milacron Inc., a Delaware corporation (the "Company"), each subsidiary of the Company listed as a "Guarantor" on the signature pages of the supplemental indenture dated the date hereof to the Indenture (each such subsidiary and each subsidiary of the Company that has executed and delivered a Guarantee pursuant to the Indenture, a "Guarantor" and collectively, the "Guarantors," and

Progress Precision Inc. – SECURITY AGREEMENT (June 25th, 2004)

EXHIBIT 4.6 SECURITY AGREEMENT SECURITY AGREEMENT, dated June 10, 2004, made by each of the Grantors referred to below, in favor of U.S. Bank National Association, in its capacity as Collateral Agent for the Trustee and the Holders (as such terms are defined below) pursuant to the Indenture referred to below (in such capacity, together with any permitted successors and assigns, the "Collateral Agent"). W I T N E S S E T H: WHEREAS, Milacron Inc., a Delaware corporation (the "Company"), each subsidiary of the Company listed as a "Guarantor" on the signature pages of the supplemental indenture dated the date hereof to the Indenture (each such subsidiary and each subsidiary of the Company that has executed and delivered a Guarantee pursuant to the Indenture, a "Guarantor" and collectively, the "Guarantors," and the Guarantors (othe

Progress Precision Inc. – REGISTRATION RIGHTS AGREEMENT (June 25th, 2004)

EXHIBIT 4.4 $225,000,000 MILACRON ESCROW CORPORATION 11 1/2% SENIOR SECURED NOTES DUE 2011 REGISTRATION RIGHTS AGREEMENT May 26, 2004 Credit Suisse First Boston LLC As Representative of the Several Purchasers, c/o Credit Suisse First Boston LLC Eleven Madison Avenue New York, New York 10010-3629 Ladies and Gentlemen: Milacron Escrow Corporation, a Delaware corporation (collectively, with Milacron, Inc. upon its execution of the Registration Rights Joinder (as defined below) the "Issuer"), proposes to issue and sell to the several purchasers named in Schedule A hereto (collectively, the "Purchasers"), upon the terms set forth in a purchase agreement of even date herewith (the "Purchase Agreement"), $225,000,000 aggreg

Progress Precision Inc. – REGISTRATION RIGHTS JOINDER OF MILACRON INC. AND THE GUARANTORS (June 25th, 2004)

EXHIBIT 4.5 REGISTRATION RIGHTS JOINDER OF MILACRON INC. AND THE GUARANTORS With respect to the Registration Rights Agreement, dated as of May 26, 2004, between Milacron Escrow Corporation and Credit Suisse First Boston LLC, as representative of the several Purchasers named therein (the "Registration Rights Agreement"), (i) Milacron Inc. hereby agrees to be bound by such Registration Rights Agreement in the capacity as "Issuer" and assumes all of the rights and obligations of Milacron Escrow Corporation thereunder and (ii) each of the undersigned under the heading "Guarantors" below agrees to be bound by such Registration Rights Agreement in the capacity as "Guarantor", in each case, as of the effective time of the Escrow Merger, on June 10, 2004. Capitalized terms used but not defined in this Registration Rights Joinder shall have the meanings given to such terms in the Registration Rights Agreemen

Progress Precision Inc. – SECURITY AGREEMENT AND FIXTURE FILING (June 25th, 2004)

Exhibit 4.21 OPEN-END MORTGAGE, ASSIGNMENT OF LEASES AND RENTS, SECURITY AGREEMENT AND FIXTURE FILING made by D-M-E COMPANY (MORTGAGOR) in favor of U.S. BANK NATIONAL ASSOCIATION, AS TRUSTEE AND COLLATERAL AGENT (MORTGAGEE) PROPERTY LOCATION: 70 East Hillis Street Youngwood, Pennsylvania 15697 Westmoreland County DATED AS OF JUNE 10, 2004 THIS MORTGAGE WAS PREPARED BY AND WHEN RECORDED, RETURN TO: Latham & Watkins LLP 885 Third Ave, Suite 1