EXHIBIT 3.7
CERTIFICATE OF INCORPORATION
OF
CINCINNATI INTERNATIONAL FINANCE CORPORATION
RECEIVED & FILED
FEB 14 1966 10 A.M.
/s/ [ILLEGIBLE]
SECRETARY OF STATE
CINCINNATI INTERNATIONAL FINANCE CORPORATION
CERTIFICATE OF INCORPORATION
Incorporated under the laws
of the State of Delaware
CERTIFICATE OF INCORPORATION
OF
CINCINNATI INTERNATIONAL FINANCE CORPORATION
We, the undersigned, for the purpose or associating to establish a
corporation for the transaction of the business and the promotion and conduct of
the objects and purposes hereinafter stated, under the provisions, and subject
to the requirements, of the laws of the State of Delaware (particularly Chapter
1 of Title 8 of the Delaware Code of 1953, known as the "General Corporation Law
of the State of Delaware", and the acts amendatory thereof, supplemental thereto
or substituted therefor), do make and file this Certificate of Incorporation in
writing and do hereby certify as follows:
FIRST: The name of the corporation (hereinafter called the Company) is
CINCINNATI INTERNATIONAL FINANCE CORPORATION
SECOND: The respective names of the County and of the City within the
County in which the principal office of the Company is to be located in the
State of Delaware are the County of New Castle and the City of Wilmington. The
name of the resident agent of the Company is The Corporation Trust Company. The
street and number of said
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principal office and the address by street and number of said resident agent is
No. 100 West Tenth Street, in the City of Wilmington, State of Delaware, 19899.
THIRD: The name of the business of the Company, and the objects and
purposes to be transacted, promoted or carried on by it, are as follows:
(a) To acquire by purchase, subscription, exchange or otherwise
and to receive, hold, own, sell, assign, transfer, exchange or
otherwise dispose of, pledge or hypothecate, all kinds of stocks,
bonds, mortgages, debentures, trust receipts, notes, and other
securities, obligations, contracts, choses in action and evidences of
indebtedness generally of any corporations, associations, firms,
trusts, persons, governments, states, colonies, municipalities and
other organizations; to receive, collect and dispose of interest,
dividends and income upon, of and from any of the foregoing and any
other property held or owned by it and to exercise any and all rights,
powers and privileges of individual ownership or interest in respect of
any and all such stocks or other securities or obligations, including
the right to vote thereon or consent in respect thereof, for any and
all purposes, and to do any and all acts and things for the
preservation, protection, improvement and enhancement in value thereof
and to guarantee the same or become surety in respect thereto, and to
aid by loan, subsidy, guarantee or otherwise, those issuing, creating
or responsible for the same, and to exercise any and all of said
powers, either on its own account, or with or as agent for other
persons, firms, corporations or other organizations;
(b) To make, manufacture, develop, assemble, use, repair, buy,
sell, lease and otherwise deal in and with machines, machinery,
engines, motors, dynamos, apparatus, instruments, fixtures, appliances,
devices and contrivances of any kind or nature whatsoever and any
parts, accessories or improvements of any thereof, of any kind or
nature whatsoever, and any and all other goods, articles, materials,
wares and merchandise of any kind or nature whatsoever, and to do all
things incident thereto,
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and to hold all property and interests in property, real or personal, that may
be necessary or convenient therefor;
(c) To acquire by purchase or otherwise, erect, construct, improve,
maintain and operate, or aid in or subscribe towards the erection, construction,
improvement, maintenance and operation of, mills, factories, plants,
laboratories, shops, storehouses, tanks, buildings, roads, watercourses,
reservoirs, docks, piers, wharves, machinery, care and other rolling stock,
steamers, steamboats, tugs, barges and vessels and works and structures of all
kinds, in so far as the same may appertain to or be useful in the conduct of the
business of the Company;
(d) To adopt, apply for, obtain, register, purchase, lease or otherwise
acquire, maintain, protect, hold, use, own, exercise, develop, operate,
introduce, sell and grant licenses or other rights in respect of, and assign or
otherwise dispose of or turn to account, any trademarks, trade names, patents,
patent rights, concessions, copyrights and distinctive marks and rights
analogous thereto, and inventions, improvements, processes, recipes, formulas
and the like, including such thereof as may be covered by, used in connection
with, or secured or received under, Letters Patent of the United States of
America or of any other jurisdiction, which may be deemed capable of use in
connection with any of the purposes of the Company herein stated; and to
acquire, use, exercise or otherwise turn to account licenses in respect of any
such trademarks, trade names, patents, patent rights, concessions, copyrights,
distinctive marks and rights analogous thereto, inventions, improvements,
processes, recipes, formulas and the like;
(e) To acquire by purchase, exchange, lease or otherwise, and to own,
hold, develop, operate, sell, assign, lease, transfer, convey, exchange,
mortgage, pledge or otherwise dispose of or encumber property, real or personal,
tangible or intangible, of any class or description, wheresoever situated, and
rights and privileges therein;
(f) To borrow or raise moneys for any of the purposes of the Company,
without limit as to amount; from
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time to time to issue and sell, pledge or otherwise dispose of bonds,
debentures, notes or other evidences of indebtedness, secured or unsecured, of
the Company, for moneys so borrowed or in payment for property acquired, or for
any of the other objects or purposes of the Company or in connection with its
business; to secure such bonds, debentures, notes and other evidences of
indebtedness by mortgage or mortgages, or deed or deeds of trust, or pledge or
other lien upon any or all of the property, rights, privileges or franchises of
the Company, wheresoever situated, acquired or to be acquired;
(g) To acquire by purchase, exchange, lease or otherwise all, or any part
of, or any interest in, the properties, assets, business and good will of any
one or more persons, firms, associations or corporations heretofore or hereafter
engaged in any business in which the Company may lawfully engage; to pay for the
same in cash, property or its own or other securities; to hold, operate,
reorganize, liquidate, sell or in any manner dispose of the whole or any part
thereof; and, in connection therewith, to assume or guarantee performance of any
liabilities, obligations or contracts of such persons, firms, associations or
corporation, and to conduct the whole or any part of any business thus acquired;
(h) To purchase, hold, cancel, reissue, sell, exchange, transfer or
otherwise deal in its own securities (including shares of its capital stock of
any class), from time to time, to such an extent and in such manner and upon
such terms as the Board of Directors may determine; provided that the Company
shall not use its funds or property for the purchase of its own shares of
capital stock when such use would cause any impairment of its capital, except as
otherwise permitted by law; and provided further that shares of its own capital
stock belonging to the Company shall not be voted upon directly or indirectly;
(i) To aid by loan, guaranty, subsidy or in any other manner
whatsoever, in so far as may be permitted by law, any person, firm, corporation,
or association, domestic or foreign, any shares, or voting trust certificates
for shares, or bonds, debentures, notes or other evidences of indebtedness of
which shall be held by or for the Company or a subsidiary, or in which, or
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in the welfare of which, the Company shall have any interest, and to do any acts
or things designed to protect, preserve, improve or enhance the value of any
such shares, voting trust certificates, bonds, debentures, notes or other
evidences of indebtedness; and to guarantee, in so far as may be permitted by
law, the payment of dividends upon any shares, or any sinking fund payments in
respect of the shares, or the payment of the principal of, or interest on, or
sinking fund payments in respect of, any bonds, debentures, notes or other
evidences of indebtedness, or the performance of any contract, of any such
person, firm, corporation or association;
(j) To carry out all or any part of the foregoing purposes as principal,
factor, agent, contractor or otherwise, either alone or in conjunction with any
person, firm, association or other corporation and in any part of the world;
and, in carrying on its business and for the purpose of furthering any of its
purposes, to make and perform any and all such contracts of any kind and
description with any person, firm, association, corporation, municipality, body
politic, county, state or government, or colony or dependency thereof, and to do
any and all such acts and things and to exercise any and all such powers, as a
natural person could lawfully make, perform, do or exercise, provided that the
same be not inconsistent with the laws of the State of Delaware;
(k) To conduct its business in any and all of its branches in the State
of Delaware, and in any and all other states, territories, possessions, colonies
and dependencies of the United States of America, and in the District of
Columbia, and in any and all foreign countries; to have one or more offices
within and without the State of Delaware; and to carry on all and any of its
operations and business without restriction or limit as to amount; and
(l) To do any and all things necessary, suitable, convenient or proper
for, or in connection with, or incidental to, the accomplishment of any of the
purposes herein enumerated, or designed directly or indirectly to promote the
interests of the Company, or to enhance the value of any of its properties or
rights; and, in general, to do any and all things and exercise any and
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All powers which it may now or hereafter be lawful for the Company to do
or to exercise under the laws of the State of Delaware.
It is the intention that the objects and purposes set forth in the
foregoing clauses of this Article THIRD shall not, unless otherwise specified
herein, be in any wise limited or restricted by reference to, or inference from,
the terms of any other clause of this or any other article in this Certificate
or Incorporation, but that the objects and purposes set forth in each of the
clauses of this Article shall be regarded as independent objects and purposes.
It is also the intention that said clauses shall be construed as
powers, as well as objects and purposes, and that the foregoing enumeration of
specific powers shall not be held to limit or restrict in any manner the general
powers of the Company, and, generally, that the Company shall be authorized to
do all things and exercise any and all powers, rights and privileges which a
corporation may now or hereafter be organized to do or exercise under the
General Corporation Law of the State of Delaware, or under any act amendatory
thereof, supplemental thereto or substituted therefor; provided, however, that
the Company shall not, in any state, district, territory, province, possesslon
or country, carry on any business, or exercise any powers, except to the extent
that a similar corporation organized under the laws of said state,
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district, territory, province, possession or country could carry on such
business or exercise such powers therein.
Notwithstanding any other provision of this Certificate of
Incorporation, the Company shall not have power or authority to issue bills,
notes or other evidences of debt for circulation as money, or to carry on the
business of receiving deposits of money, or the business of buying gold or
silver bullion or foreign coins, or to engage in the business of banking or
insurance, or to carry on the business of constructing, maintaining or operating
public utilities in the State of Delaware.
FOURTH: The total number of shares of stock which the Company shall
have authority to issue is five thousand (5,000), and the par value of each of
such shares shall be One hundred Dollars ($100). All such shares shall be of one
class and shall be designated Common Stock.
The minimum amount of capital with which the Company shall commence
business is One thousand Dollars ($1,000).
FIFTH: The names and places of residence of each of the
incorporators are as follows:
Name Place of Residence
---- ------------------
S. H. Livesay Wilmington, Delaware
F. J. Obara, Jr. Wilmington, Delaware
A. D. Grier Wilmington, Delaware
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SIXTH: The Company is to have perpetual existence.
SEVENTH: The private property of the stockholders of the Company
shall not be subject to the payment of corporate debts to any extent whatever.
EIGHTH: For the management of the business and for the conduct of
the affairs of the Company, and in further definition, limitation and
regulation of the powers of the Company and of its directors and stockholders,
it is further provided:
1. The number of directors of the Company shall be fixed by, or
in the manner provided in, its By-laws, but in no case shall the number be
less than three. A director need not be a stockholder. The election of
directors of the Company need not be by ballot unless the By-laws so
require. One-third of the directors (but not less than two) shall
constitute a quorum for the transaction of business, unless the By-laws
shall provide that a different number shall constitute a quorum, which in
no case shall be less than one-third of the total number of directors nor
less than two directors.
2. In furtherance and not in limitation of the powers conferred
by the laws of the State of Delaware, the Board of Directors is expressly
authorized and
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empowered:
(a) To make, alter, amend and repeal the By-laws of the
Company, in any manner not inconsistent with the laws of the State
of Delaware or the Certificate of Incorporation of the Company,
subject to the power of the stockholders of the Company having
voting power to alter, amend or repeal the By-laws made by the Board
of Directors;
(b) Subject to the applicable provisions of the By-laws then
in effect, to determine, from time to time, whether and to what
extent and at what times and places and under what conditions and
regulations the accounts and books and documents of the Company, or
any of them, shall be open to the inspection of stockholders; and a
stockholder shall not have any right to inspect any account or book
or document of the Company, except as conferred by the laws of the
State of Delaware, unless and until authorized so to do by
resolution of the Board of Directors or of the stockholders of the
Company;
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(c) Without the assent or vote of the stockholders, to
authorize and issue, from time to time, obligations of the Company,
secured or unsecured, to include therein such provisions as to
redeemability, convertibility into shares of stock of the Company or
otherwise, and to authorize the mortgaging or pledging, as security
therefor, of any property, real or personal, then owned or
thereafter acquired by the Company, all as the Board of Directors,
in its sole discretion, may determine;
(d) To determine whether any, and, if any, what part, of the
annual net profits of the Company or of its net assets in excess of
its capital shall be declared in dividends and paid to the
stockholders, and to direct and determine the use and disposition or
any such annual net profits or net assets in excess of capital;
(e) To fix from time to time the amount of the profits of
the Company to be reserved as working capital or for any other
lawful purpose;
(f) To establish bonus, profit-sharing, retirement or other
types of incentive or compensation
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plans for the officers and employees (including officers and
employees who are also directors) of the Company and to determine
the persons to participate in any such plans and the amount of their
respective participations; and in connection with the acquisition of
all or any part of the property, assets, business and good will of
any persons, firms, associations or corporations, to assume, adopt
or enter into any such plans previously established by such persons,
firms, associations or corporations;
(g) By resolution passed by a majority of the whole Board,
to designate one or more committees, each committee to consist of
two (2) or more of the directors of the Company, which to the extent
provided in said resolution or in the By-laws, shall have and may
exercise the powers of the Board of Directors in the management of
the business and affairs of the Company and may have power to
authorize the seal of the Company to be affixed to all papers which
may require it, such committee or committees to have such name or
names as may be stated in the By-laws or as may be determined from
time to time by resolution adopted by the Board of Directors;
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(h) To cause the Company to enter into an agreement or
agreements with one or more stockholders restricting or affecting
the transferability of any shares of stock represented by
certificates held by such stockholders and, provided the restriction
is stated upon the certificate or certificates representing such
shares, to restrict the transferability of any shares of stock so
represented in accordance with such agreement or agreements; and
(i) In addition to the powers and authorities hereinbefore
and by the laws of the State of Delaware expressly conferred upon
the Board or Directors, to exercise all such powers and do all such
acts and things as may be exercised or done by the Corporation,
subject, nevertheless, to the provisions of the laws of the state
of Delaware, of this Certificate of Incorporation and of the By-laws
of the Company.
3. Any director elected by the stockholders of the Company and
any director or officer elected or appointed by its Board of Directors may
be removed at any time in such manner as shall be provided in the By-laws
of the Company.
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4. In the absence of fraud, no contract or other transaction
between the Company and any other corporation, and no act of the Company,
shall in any way be invalidated or otherwise affected by the fact that any
one or more of the directors of the Company are pecuniarily or otherwise
interested in, or are directors or officers of, such other corporation or
have a pecuniary or other interest in such act. Any director of the
Company individually, or any firm or association of which any director may
be a member, may be a party to, or may be pecuniarily or otherwise
interested in, any contract or transaction of the Company, provided that
the fact that he individually or such firm or association is such a party
or so interested shall be disclosed or shall have been known to the Board
of Directors of the Company or a majority or the members thereof who shall
be present at any meeting of the Board of Directors at which action upon
any such contract or transaction shall be taken: and any director of the
Company who is also a director or officer of such other corporation or who
is so interested, may be counted in determining the existence of a quorum
at any meeting of the Board of Directors or of any committee thereof which
shall authorize any such contract or transaction, and may
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vote thereat to authorize any such contract or transaction, with like
force and effect as if he were not such director or officer of such other
corporation or not so interested. Any director of the Company may vote
upon any contract or other transaction between the Company and any
subsidiary or affiliated corporation without regard to the fact that he is
also a director of such subsidiary or affiliated corporation.
Any contract, transaction or act of the Company, of the Board of
Directors, of any committee of the Board of Directors, which shall be
ratified by a majority of a quorum of the stockholders of the Company
entitled to vote at any annual meeting, or at any special meeting called
for such purpose, shall, in so far as permitted by law or by this
Certificate of Incorporation, be as valid and as binding as though
ratified by every such stockholder; provided, however, that any failure of
the stockholders to approve or ratify any such contract, transaction or
act, when and if submitted, shall not be deemed in any way to invalidate
the same or deprive the Company, its directors, officers or employees, of
its or their right to proceed with such contract, transaction or act.
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5. Subject to any limitation in the By-laws then in effect, the
members or the Board of Directors shall be entitled to reasonable fees,
salaries, or other compensation for their services and to reimbursement
for their expenses as such members. Nothing contained herein shall
preclude any director from serving the Company, or any subsidiary or
affiliated corporation, in any other capacity and receiving proper
compensation therefor.
NINTH: The stockholders and the Board of Directors shall have the
power, if the By-Laws so provide, to hold their respective meetings outside of
the State of Delaware, and, except as otherwise required by law, the corporate
records, books, documents and papers of the Company may be kept outside of the
State of Delaware.
TENTH: The Company reserves the right from time to time to amend,
alter, change, add or to repeal any provisions contained in this Certificate of
Incorporation in any manner now or hereafter prescribed by law, and all rights
and powers at any time conferred upon stockholders, directors and officers of
the Company by this Certificate of Incorporation or any amendment thereof are
subject to the
16
provisions of this Article TENTH.
IN WITNESS WHEREOF, we, the undersigned, being all of the
incorporators hereinabove named, do hereby further certify that the facts
hereinabove stated are truly set forth, and accordingly have hereunto set our
respective hands and seals this 14th day of February 1966.
/s/ [ILLEGIBLE] [L.S.]
-----------------------
/s/ [ILLEGIBLE] [L.S.]
----------------------
/s/ [ILLEGIBLE] [L.S.]
----------------------
STATE OF DELAWARE, )
) ss.:
COUNTY OF NEW CASTLE, )
BE IT REMEMBERED that on the 14th day of February 1966, personally
appeared before me, A. Dana Atwell , a Notary Public in and for the County
and State aforesaid,'
S. H. Livesay , P. J. Obara, Jr. ,
and A. D. Orier , all the incorporators
who signed the foregoing Certificate of Incorporation, known to me personally to
be such, and I having made known to them and to each of them the contents of
said Certificate of Incorporation, they did severally acknowledge the same to be
the act and deed of the signers, respectively and that the facts therein stated
are truly set forth.
GIVEN under my hand and seal of office the day and year aforesaid.
/s/ [ILLEGIBLE]
---------------------------
Notary Public
CERTIFICATE OF AMENDMENT
OF
CINCINNATI INTERNATIONAL FINANCE CORPORATION
FILED
MAY 1 1970 10 A.M.
/s/ [ILLEGIBLE]
---------------
SECRETARY OF STATE
CERTIFICATE OF AMENDMENT
OF
CERTIFICATE OF INCORPORATION
OF
CINCINNATI INTERNATIONAL FINANCE CORPORATION
* * * *
Cincinnati International Finance Corporation, a corporation organized and
existing under and by virtue of the General Corporation Law of the State of
Delaware, DOES HEREBY CERTIFY:
FIRST: That the Board of Directors of Cincinnati International Finance
Corporation by the unanimous written consent of its members, filed with the
minutes of the Board, duly adopted resolutions setting forth a proposed
amendment to the Certificate of Incorporation of said corporation, declaring
said amendment to be advisable and calling a meeting of the stockholders of said
corporation for consideration thereof. The resolution setting forth the proposed
amendment is as follows:
RESOLVED that the Certificate of Incorporation of this corporation be
amended by changing the Article thereof numbered "FIRST" so that, as amended,
said Article shall be and reas as follows:
"FIRST: The name of the corporation (hereinafter called the Company) is
Cincinnati Milacron International Finance Corp."
- 2 -
SECOND: That thereafter, pursuant to resolution of its Board of Directors,
an annual meeting of the stockholders of said corporation was duly called and
held, upon notice in accordance with section 222 of the General Corporation Law
of the State of Delaware, at which meeting the necessary number of shares as
required by statue were voted in favor of the amendment.
THIRD: That said amendment was duly adopted in accordance with the
provisions of Section 242 of the General Corporation Law of the State of
Delaware.
FOURTH: That the capital of said corporation will not be reduced under or
by reason of said amendment.
IN WITNESS WHEREOF, said Cincinnati International Finance Corporation has
caused its corporate seal to be hereunto affixed and this certificate to be
signed by Philip O. Geier, Jr. its President, and attested by N. Jouett Elmore,
its Secretary, this 22nd day of April, 1970.
Cincinnati International Finance
Corporation
(CORPORATE SEAL)
By /s/ Philip O. Geier
------------------------------
President
ATTEST:
By /s/ N. Jouett Elmore
-------------------------
Secretary
- 3 -
STATE OF OHIO )
) ss:
COUNTY OF HAMILTON )
BE IT REMEMBERED that on this 22nd day of April, 1970, personally came
before me, a Notary Public in and for the County and State aforesaid, Philip O.
Geier, Jr, President of Cincinnati International Finance Corporation, a
corporation of the State of Delaware, and he duly executed said certificate
before me and acknowledged the said certificate to be his act and deed and the
act and deed of said corporation and the facts stated therein are true; and that
the seal affixed to said certificate and attested by the Secretary of said
corporation is the common or corporate seal of said corporation.
IN WITNESS WHEREOF, I have hereunto set my hand and seal of office the day
and year aforesaid.
(SEAL) /s/ Sam Redrow, Jr.
--------------------------------
Notary Public
SAM REDROW, JR., Notary Public
My Commission expires Aug. 24, 1972
CERTIFICATE OF AMENDMENT
OF
CERTIFICATE OF INCORPORATION
* * * * *
Cincinnati Milacron International Finance Corp., a corporation organized
and existing under and by virtue of the General Corporation Law of the State of
Delaware, DOES HEREBY CERTIFY:
FIRST: That the Board of Directors of said corporation, by unanimous
written consent of its members, filed with the minutes of the Board, adopted a
resolution proposing and declaring advisable the following amendment to the
Certificate of Incorporation of said corporation:
RESOLVED, that in the judgment of the Board of Directors, it is
deemed advisable to amend the Certificate of Incorporation so as to
change the name of this Corporation from Cincinnati Milacron
International Finance Corp. to Cincinnati Milacron International
Marketing Company;
RESOLVED, that the Certificate of Incorporation of this Corporation
be amended by changing the Article thereof numbered "FIRST" so that,
as amended, said Article shall be and read as follows:
"FIRST: the name of the Corporation (hereinafter called the Company)
is Cincinnati Milacron International Marketing Company.";
RESOLVED, that the aforesaid Resolution be submitted to the
Stockholders of this Corporation for approval.
SECOND: That in lieu of a meeting and vote of Stockholders, the
Stockholders have given unanimous written consent to said amendment in
accordance with the provisions of Section 228 of the General Corporation Law of
the State of Delaware.
THIRD: That the aforesaid amendment was duly adopted in accordance
with the applicable provisions of Sections 242 and 228 of the General
Corporation Law of the State of Delaware.
IS WITNESS WHEREOF, said Cincinnati Milacron International Finance Corp.
has caused this certificate to be signed by J. A. D. Geier, its President, and
attested by R. G. Wilson, its Secretary, this 1st day of December, 1980.
CINCINNATI MILACRON INTERNATIONAL FINANCE CORP.
BY: /s/ J. A. D. Geier
--------------------------------------------
J. A. D. Geier - President
ATTESTS
By: /S/ R. G. Wilson
----------------------
SECRETARY OF STATE
DIVISION OF CORPORATIONS
FILED 10:00 AM 09/24/1998
981370955 - 0637104
CERTIFICATE OF AMENDMENT
OF
CERTIFICATE OF INCORPORATION
CINCINNATI MILACRON INTERNATIONAL MARKETING COMPANY, a corporation organized and
existing under and by virtue of the General Corporation Law of the State of
Delaware,
DOES HEREBY CERTIFY:
FIRST: That the Board of Directors of said corporation, at a meeting duly held,
adopted a resolution proposing and declaring advisable the following amendment
to the Certificate of Incorporation of said corporation:
RESOLVED, that the Certificate of Incorporation of CINCINNATI MILACRON
INTERNATIONAL MARKETING COMPANY be amended by changing the First Article
and Heading thereof so that, as amended, said Article and Heading shall be
and read as follows:
The name of the company is Milacron International Marketing Company.
SECOND: That in lieu of a meeting and vote of shareholders, the stockholders
have given written consent to said amendment in accordance with the provisions
of Section 228 of the General Corporation Law of the State of Delaware.
THIRD: That the aforesaid amendment was duly adopted in accordance with the
applicable provisions of Sections 242 and 228 of the General Corporation Law of
the State of Delaware.
FOURTH: This Certificate of Amendment shall be effective on October 10, 1998.
IN WITNESS WHEREOF, said CINCINNATI MILACRON INTERNATIONAL MARKETING COMPANY has
caused this certificate to be signed by Wayne F. Taylor, its Secretary and
Assistant Treasurer, this 24 day of September, 1998.
CINCINNATI MILACRON INTERNATIONAL MARKETING COMPANY
By: /s/ Wayne F. Taylor
--------------------------------------------------
Wayne F. Taylor, Secretary and Assistant Treasurer