Exhibit 2.2 FIRST AMENDMENT TO PURCHASE AND SALE AGREEMENT FIRST AMENDMENT TO PURCHASE AND SALE AGREEMENT ("First Amendment"), dated as of September 30, 1998, by and between Johnson Controls, Inc., a Wisconsin corporation, having a principal place of...Purchase and Sale Agreement • October 15th, 1998 • Cincinnati Milacron Inc /De/ • Machine tools, metal cutting types
AGREED FORM ASSET PURCHASE AGREEMENTAsset Purchase Agreement • January 5th, 1996 • Cincinnati Milacron Inc /De/ • Machine tools, metal cutting types • England
dated as ofAsset Purchase Agreement • February 12th, 1996 • Cincinnati Milacron Inc /De/ • Machine tools, metal cutting types • New York
1.1. Amendments to Section 1 (Definitions) of the Credit Agreement. Section 1.1 of the Credit Agreement is hereby amended by adding the following new definitions in appropriate alphabetical order: "`Amendment No. 9' shall mean Amendment Number Nine...Milacron Inc • August 14th, 2003 • Special industry machinery, nec • New York
Amendment No. 1' shall mean Amendment Number One dated as of March 31, 1999 to this Agreement." 2 -2-Milacron Inc • March 7th, 2000 • Machine tools, metal cutting types • New York
EXHIBIT 10.50 REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • March 15th, 2004 • Milacron Inc • Special industry machinery, nec • New York
EIGHTH AMENDMENT TO THIRD AMENDED AND RESTATED RECEIVABLES PURCHASE AGREEMENT DATED AS OF FEBRUARY 27, 2004Receivables Purchase Agreement • March 1st, 2004 • Milacron Inc • Special industry machinery, nec • New York
EXHIBIT 10.51 AMENDMENT NO. 1 TO RIGHTS AGREEMENT THIS AMENDMENT NO. 1 TO RIGHTS AGREEMENT (this "Amendment"), dated as of March 11, 2004, is between Milacron Inc., a Delaware corporation (the "Company"), and Mellon Investor Services LLC (formerly...Rights Agreement • March 15th, 2004 • Milacron Inc • Special industry machinery, nec • Delaware
MILACRONMilacron Inc • March 7th, 2000 • Machine tools, metal cutting types • Ohio
EXHIBIT 10.1 ------------ Execution Version ----------------- FOURTH AMENDMENT TO FINANCING AGREEMENT FOURTH AMENDMENT TO FINANCING AGREEMENT, dated as of July 29, 2005 (this "Amendment"), among Milacron Inc., a Delaware corporation ("Milacron"), each...Financing Agreement • August 1st, 2005 • Milacron Inc • Special industry machinery, nec • New York
TRUST AGREEMENT By and Between Milacron Inc. AndTrust Agreement • March 7th, 2000 • Milacron Inc • Machine tools, metal cutting types • Ohio
AMENDMENTSExecutive Severance Agreement • March 15th, 2004 • Milacron Inc • Special industry machinery, nec
Exhibit 2.2 FIRST AMENDMENT TO PURCHASE AND SALE AGREEMENT THIS FIRST AMENDMENT (this "Amendment"), made and entered into on the 2nd day of October, 1998, to the Purchase and Sale Agreement dated August 20, 1998 (the "Purchase and Sale Agreement"),...Purchase and Sale Agreement • October 19th, 1998 • Cincinnati Milacron Inc /De/ • Machine tools, metal cutting types • Delaware
Exhibit 10.2 AMENDMENT NUMBER FOUR, dated as of March 14, 1997 ("Amendment") to the Amended and Restated Revolving Credit Agreement dated as of December 31, 1994, as amended by Amendment Number One, dated as of May 31, 1995, Amendment Number Two,...Cincinnati Milacron Inc /De/ • May 2nd, 1997 • Machine tools, metal cutting types • New York
FORM OF SUBSCRIPTION AGENT AGREEMENTSubscription Agent Agreement • October 4th, 2004 • Milacron Inc • Special industry machinery, nec • New York
Exhibit 10.34 AMENDMENT NO. 2 TO RIGHTS AGREEMENT THIS AMENDMENT NO. 2 TO RIGHTS AGREEMENT (this "Amendment"), dated as of June 9, 2004, is between Milacron Inc., a Delaware corporation (the "Company"), and Mellon Investor Services LLC (formerly known...Rights Agreement • June 25th, 2004 • Milacron Inc • Special industry machinery, nec • Delaware
AMENDMENT NUMBER THREE, dated as of April 26, 1996 ("Amendment"), to the Amended and Restated Revolving Credit Agreement dated as of December 31, 1994, as amended by Amendment Number One, dated as of May 31, 1995 and Amendment Number Two, dated as of...Number • March 20th, 1997 • Cincinnati Milacron Inc /De/ • Machine tools, metal cutting types • New York
Milacron Inc. 2090 Florence Avenue Cincinnati, Ohio 45206Milacron Inc • April 5th, 2004 • Special industry machinery, nec • New York
SECTION ONE - AMENDMENTS. ----------- ---------- The Credit Agreement is amended as hereinafter provided in this Section ONE, effective as of January 31, 2000 (the "Amendment Effective Date"); provided, that with respect to the sections being amended...Milacron Inc • May 12th, 2000 • Machine tools, metal cutting types • New York
Milacron Inc. 2090 Florence Avenue Cincinnati, Ohio 45206Milacron Inc • June 25th, 2004 • Special industry machinery, nec • New York
CONTINGENT WARRANT CERTIFICATESContingent Warrant Agreement • June 25th, 2004 • Milacron Inc • Special industry machinery, nec • New York
375,000,000 AMENDED AND RESTATED REVOLVING CREDIT AGREEMENT dated as of November 30, 1998 among MILACRON INC., CINCINNATI MILACRON KUNSTSTOFFMASCHINEN EUROPA GMBH, THE LENDERS LISTED HEREIN and BANKERS TRUST COMPANY, as AgentRevolving Credit Agreement • March 29th, 1999 • Milacron Inc • Machine tools, metal cutting types • New York
BY AND AMONG MILACRON INC. AND CERTAIN SUBSIDIARIES OF MILACRON INC. LISTED AS A BORROWER ON THE SIGNATURE PAGES HERETO, AS BORROWERS,Financing Agreement • June 25th, 2004 • Milacron Inc • Special industry machinery, nec • New York
CREDIT AGREEMENT Dated as of December 19, 2006 by and among MILACRON INC. AND EACH OF THE OTHER BORROWERS SIGNATORY HERETO, as Borrowers, CERTAIN OTHER SUBSIDIARIES OF MILACRON INC. SIGNATORY HERETO, as Credit Parties, THE LENDERS SIGNATORY HERETO...Credit Agreement • December 22nd, 2006 • Milacron Inc • Special industry machinery, nec • New York
other things, that (i) all items of payment deposited in such account and proceeds thereof deposited in the applicable Concentration Account are held by such bank as agent or bailee-in-possession for Agent, on behalf of itself and Lenders, (ii) the bank executing such agreement has no rights of setoff or recoupment or any other claim against such account, as the case may be, other than for payment of its service fees and other charges directly related to the administration of such account and for returned checks or other items of payment, and (iii) from and after the Closing Date (A) with respect to banks at which a Blocked Account is maintained, such bank agrees to forward immediately all amounts in each Blocked Account to such Borrower’s Concentration Account Bank and to commence the process of daily sweeps from such Blocked Account into the applicable Concentration Account and (B) with respect to each Concentration Account Bank, such bank agrees to immediately forward all amounts re
EXECUTIVE SEVERANCE AGREEMENT, made this ____ day of ___________ of 199__, between MILACRON INC., a Delaware Corporation (the "Company") and (the "Executive")Executive Severance Agreement • November 26th, 2003 • Milacron Inc • Special industry machinery, nec • Ohio
WHEREAS, the Board of Directors of the Company (the "Board") considers it essential to the best interests of the Company's stockholders to have the continuous employment of key management personnel. The Board recognizes that the possibility of a change in control of the Company exists and the uncertainty it may raise among management may result in the departure or distraction of management personnel to the detriment of the Company and its stockholders.
Milacron Inc. 2090 Florence Avenue Cincinnati, Ohio 45206Milacron Inc • June 25th, 2004 • Special industry machinery, nec • New York
COMMERCIAL TERMS FOR THE RECEIVABLES FINANCE AGREEMENT BETWEEN LLOYDS TSB BANK PLC (1) and CIMCOOL EUROPE B.V. (2)Receivables Finance Agreement • March 18th, 2008 • Milacron Inc • Special industry machinery, nec
PHANTOM SHARE ACCOUNT AGREEMENT (Germany)Phantom Share Account Agreement • March 1st, 2006 • Milacron Inc • Special industry machinery, nec • Ohio
THIS AGREEMENT made in Cincinnati, Ohio this day of February, 2006, between Milacron Inc., a Delaware corporation (hereinafter called the “Company”) and , a regular salaried employee of the Company or one of its Subsidiaries (hereinafter called the “Employee”).
SENIOR SECURED, SUPER-PRIORITY DEBTOR-IN-POSSESSION CREDIT AGREEMENTCredit Agreement • March 17th, 2009 • Milacron Inc • Special industry machinery, nec • New York
This SENIOR SECURED, SUPER-PRIORITY DEBTOR-IN-POSSESSION CREDIT AGREEMENT (this “Agreement”), dated as of March 11, 2009, 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 (in its individual capacity, “GE Capital”), for itself, as Lender, and as administrative agent for Lenders (“Agent”), and the other Lenders signatory hereto from time to time.
AMENDMENT NO. 1 TO THE INTERCREDITOR AGREEMENTIntercreditor Agreement • May 18th, 2009 • Milacron Inc • Special industry machinery, nec • New York
Pursuant to that certain Senior Secured, Superpriority Debtor-In-Possession Credit Agreement dated as of March 11, 2009 (as amended, restated, supplemented or otherwise modified from time to time, the “DIP ABL Credit Agreement”), by and among MILACRON INC. (the “Parent”), each Subsidiary of the Parent listed as a “Borrower” on the signature pages thereto (the Parent and such Subsidiaries are collectively referred to herein as “DIP ABL Borrowers” and individually as a “DIP ABL Borrower”), each other Subsidiary of the Parent listed as a “Credit Party” on the signature pages thereto, the DIP ABL Agent and the banks, financial institutions and other lenders party thereto (the “DIP ABL Lenders”), the DIP ABL Lenders have agreed to make certain loans and other financial accommodations to or for the benefit of DIP ABL Borrowers.
AMENDMENT TO EXECUTIVE SEVERANCE AGREEMENTExecutive Severance Agreement • October 5th, 2007 • Milacron Inc • Special industry machinery, nec
The Executive Severance Agreement between MILACRON INC., a Delaware Corporation (the “Company”) and [ ] (the “Executive”) dated as of , 200 (the “Agreement”) is hereby amended effective as of October 1, 2007.
SPECIAL EXECUTIVE RETENTION & SEVERANCE AGREEMENTSpecial Executive Retention • October 5th, 2007 • Milacron Inc • Special industry machinery, nec • Ohio
THIS SPECIAL EXECUTIVE RETENTION & SEVERANCE AGREEMENT (the “Agreement”) is made as of October 1, 2007 by and between Milacron Inc., a Delaware Company (the “Company”) and Ronald D. Brown (the “Executive”).
THIRD AMENDMENT TO FINANCING AGREEMENTFinancing Agreement • February 17th, 2005 • Milacron Inc • Special industry machinery, nec • New York
THIRD AMENDMENT TO FINANCING AGREEMENT, dated as of February 11, 2005 (this "Amendment”), among Milacron Inc., a Delaware corporation (“Milacron”), each subsidiary of Milacron listed as a borrower or a guarantor on the signature pages thereto, the Lenders party thereto, JPMorgan Chase Bank, National Association, as administrative agent and collateral agent for the Lenders (in each such capacity, together with its successors in each such capacity, the “Administrative Agent” and “Collateral Agent”, respectively).
ContractMilacron Inc • December 2nd, 2003 • Special industry machinery, nec • New York
AMENDMENT NUMBER TEN, dated as of November 25, 2003 (this "Amendment"), 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, Amendment No. 7 dated as of November 6, 2002, the Waiver and Agreement dated as of December 30, 2002, Amendment No. 8 dated as of February 11, 2003 and Amendment No. 9 dated as of August 13, 2003 (as amended, supplemented or otherwise modified from time to time, 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 MI
PERFORMANCE UNIT AWARD AGREEMENTPerformance Unit Award Agreement • April 7th, 2008 • Milacron Inc • Special industry machinery, nec • Delaware
THIS PERFORMANCE UNIT AWARD AGREEMENT (“Agreement”) made in Cincinnati, Ohio on the date of signature below, between Milacron Inc., a Delaware corporation (hereinafter called the “Company”) and , a regular salaried employee of the Company or one of its Subsidiaries (hereinafter called the “Grantee”).
