SUPPLEMENTAL INDENTURE

EX-4.2 46 y98028exv4w2.txt SUPPLEMENTAL INDENTURE 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 Escrow Agreement (as defined in the Indenture), the Company is required to execute and deliver this Supplemental Indenture concurrently with the Escrow Merger; WHEREAS, the substitution of the Company for the Issuer is subject to Section 5.02 of the Indenture; WHEREAS, the Indenture provides that under certain circumstances the Guaranteeing Subsidiaries shall execute and deliver to the Trustee a supplemental indenture pursuant to which the Guaranteeing Subsidiaries shall unconditionally guarantee all of the Company's Obligations under the Notes and the Indenture on the terms and conditions set forth herein (the "Note Guarantee"); and WHEREAS, pursuant to Section 9.01 of the Indenture, the Trustee is authorized to execute and deliver this Supplemental Indenture. NOW, THEREFORE, in consideration of the foregoing and for other good and valuable consideration, the receipt of which is hereby acknowledged, the Company, the Guaranteeing Subsidiaries and the Trustee mutually covenant and agree for the equal and ratable benefit of the Holders of the Notes as follows: 1. CAPITALIZED TERMS. Capitalized terms used herein without definition shall have the meanings assigned to them in the Indenture. 2. AGREEMENT TO GUARANTEE. The Guaranteeing Subsidiaries hereby agree to provide an unconditional Guarantee on the terms and subject to the conditions set forth in the Note Guarantee and in the Indenture including but not limited to Article 11 thereof. 1 3. AGREEMENT TO ASSUME. The Company hereby assumes all of the obligations of the Issuer under the Indenture and the Notes, pursuant to Section 5.02 of the Indenture, and, hereafter, shall be deemed the "Company" for all purposes under the Indenture and the Notes. 4. NO RECOURSE AGAINST OTHERS. No past, present or future director, officer, employee, incorporator, stockholder or agent of the Company or any of the Guaranteeing Subsidiaries, as such, shall have any liability for any obligations of the Issuer, the Company or any Guaranteeing Subsidiary under the Notes, any Note Guarantees, the Intercreditor Agreement, the Security Documents, the Indenture or this Supplemental Indenture or for any claim based on, in respect of, or by reason of, such obligations or their creation. Each Holder of the Notes by accepting a Note waives and releases all such liability. The waiver and release are part of the consideration for issuance of the Notes. Such waiver may not be effective to waive liabilities under the federal securities laws and it is the view of the SEC that such a waiver is against public policy. 5. NEW YORK LAW TO GOVERN. THE INTERNAL LAW OF THE STATE OF NEW YORK SHALL GOVERN AND BE USED TO CONSTRUE THIS SUPPLEMENTAL INDENTURE WITHOUT GIVING EFFECT TO APPLICABLE PRINCIPLES OF CONFLICTS OF LAW TO THE EXTENT THAT THE APPLICATION OF THE LAWS OF ANOTHER JURISDICTION WOULD BE REQUIRED THEREBY. 6. COUNTERPARTS. The parties may sign any number of copies of this Supplemental Indenture. Each signed copy shall be an original, but all of them together represent the same agreement. 7. EFFECT OF HEADINGS. The section headings herein are for convenience only and shall not affect the construction hereof. 8. THE TRUSTEE. The Trustee shall not be responsible in any manner whatsoever for or in respect of the validity or sufficiency of this Supplemental Indenture or for or in respect of the recitals contained herein, all of which recitals are made solely by each Guaranteeing Subsidiary and the Company. 2 IN WITNESS WHEREOF, the parties hereto have caused this Supplemental Indenture to be duly executed and attested, all as of the date first above written. MILACRON INC. By: /s/ R. P. Lienesch ---------------------- Name: R. P. Lienesch Title: Vice President - Finance and Chief Financial Officer EACH GUARANTEEING SUBSIDIARY LISTED ON SCHEDULE B HERETO By: /s/ Robert P. Lienesch ---------------------- Name: Robert P. Lienesch Title: Treasurer EACH GUARANTEEING SUBSIDIARY LISTED ON SCHEDULE C HERETO By: /s/ Robert P. Lienesch ---------------------- Name: Robert P. Lienesch Title:Vice President EACH GUARANTEEING SUBSIDIARY LISTED ON SCHEDULE D HERETO By: /s/ Hugh C. O'Donnell --------------------- Name: Hugh C. O'Donnell Title: Secretary EACH GUARANTEEING SUBSIDIARY LISTED ON SCHEDULE E HERETO By: /s/ John C. Francy ------------------ Name: John C. Francy Title: Assistant Treasurer D-M-E OF CANADA LIMITED By: /s/ John C. Francy ------------------ Name: John C. Francy Title: Treasurer MILACRON INTERNATIONAL MARKETING COMPANY By: /s/ Robert P. Lienesch ---------------------- Name: Robert P. Lienesch Title: Treasurer and Assistant Secretary MILACRON CAPITAL HOLDINGS B.V. By: /s/ Gerard van Deventer ----------------------- Name: Gerard van Deventer Title: Managing Director U.S. BANK NATIONAL ASSOCIATION, as Trustee By: /s/ Karolina K. Dies -------------------- Authorized Signatory SCHEDULE A Milacron Capital Holdings B.V. Milacron Marketing Company Milacron International Marketing Company Northern Supply Company, Inc. Nickerson Machinery Chicago Inc. Pliers International, Inc. Milacron Resin Abrasives Inc. D-M-E Company D-M-E U.S.A. Inc. D-M-E of Canada Limited Progress Precision Inc. 450500 Ontario Limited 528650 Ontario Limited ###-###-#### Canada Limited D-M-E Manufacturing Inc. Uniloy Milacron Inc. Uniloy Milacron U.S.A. Inc. Milacron Industrial Products, Inc. Oak International, Inc. Cimcool Industrial Products Inc. Milacron Canada Inc. Milacron Plastics Technologies Group Inc. SCHEDULE B Milacron Marketing Company Northern Supply Company, Inc. Nickerson Machinery Chicago Inc. Pliers International, Inc. D-M-E U.S.A. Inc. D-M-E Manufacturing Inc. Uniloy Milacron Inc. Uniloy Milacron U.S.A. Inc. Milacron Industrial Products, Inc. Oak International, Inc. Cimcool Industrial Products Inc. Milacron Plastics Technologies Group Inc. Progress Precision Inc. SCHEDULE C Milacron Resin Abrasives Inc. D-M-E Company SCHEDULE D 450500 Ontario Limited Milacron Canada Inc. SCHEDULE E 528650 Ontario Limited ###-###-#### Canada Limited