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 the Guarantors (other than Milacron Capital
Holdings B.V. and any Canadian Restricted Subsidiary) together with the Company,
each a "Pledgor" and collectively, the "Pledgors"), the Collateral Agent and
U.S. Bank National Association, in its capacity as trustee (in such capacity,
together with any permitted successors and assigns, the "Trustee") are parties
to an indenture, dated as of May 26, 2004 (as amended, restated, supplemented or
otherwise modified from time to time, being hereinafter referred to as the
"Indenture"), with respect to the Company's 11-1/2% Senior Secured Notes due
2011 (the "Notes");
WHEREAS, pursuant to the Indenture, the Company has issued the
Notes to the Holders;
WHEREAS, it is a condition to the release to the Company from
the Escrow Account of the proceeds from the offering of the Notes that each
Pledgor shall execute and deliver this Agreement;
WHEREAS, the Pledgors are mutually dependent on each other in
the conduct of their respective businesses as an integrated operation, with the
credit needed from time to time by each Pledgor often being provided through
financing obtained by the other Pledgors and the ability to obtain such
financing being dependent on the successful operations of all of the Pledgors as
a whole; and
WHEREAS, each Pledgor has determined that the execution,
delivery and performance of this Agreement directly benefit, and are in the best
interest of, such Pledgor;
NOW, THEREFORE, in consideration of the premises and the
agreements herein, the Pledgors hereby jointly and severally agree with the
Collateral Agent, for the benefit of the Trustee and Holders, as follows:
SECTION 1. Definitions. Reference is hereby made to the
Indenture for a statement of the terms thereof. All terms used in this Agreement
which are defined in the Indenture, in Article 8 or Article 9 of the Uniform
Commercial Code (the "Code") as in effect from time to time in the State of New
York or in the Intercreditor Agreement and which are not otherwise defined
herein shall have the same meanings herein as set forth therein; provided that
terms used herein which are defined in the Code as in effect on the date hereof
shall continue to have the same meaning notwithstanding any replacement or
amendment of such statute except as the Collateral Agent may otherwise
determine; provided, further, that to the extent the Code is used to define any
term in this Agreement and such term is defined differently in differing
Articles of the Code, the definition of such term contained in Article 9 shall
govern.
SECTION 2. Pledge and Grant of Security Interest. As
collateral security for all of the Senior Secured Note Obligations, each Pledgor
hereby pledges and assigns to the Collateral Agent, and grants to the Collateral
Agent, for the benefit of the Trustee and the Holders, a continuing security
interest in, and Lien on such Pledgor's right, title and interest in and to the
following (collectively, the "Pledged Collateral"):
(a) the indebtedness described in Schedule I
hereto and all other indebtedness from time to time owing to such Pledgor (the
"Pledged Debt"), the promissory notes and other instruments evidencing the
Pledged Debt, and, all interest, cash, instruments, investment property and
other property from time to time received, receivable or otherwise distributed
in respect of or in exchange for any or all of the Pledged Debt;
(b) the shares of Capital Stock described in
Schedule II hereto (the "Pledged Shares"), whether or not evidenced or
represented by any stock certificate, certificated security or other instrument,
issued by the Persons described in such Schedule II (the "Existing Issuers"),
the certificates representing the Pledged Shares, all options and other rights,
contractual or otherwise, in respect thereof and, all dividends, distributions,
cash, instruments, investment property and other property (including, but not
limited to, any stock dividend and any distribution in connection with a stock
split) from time to time received, receivable or otherwise distributed in
respect of or in exchange for any or all of the Pledged Shares;
(c) the shares of Capital Stock at any time and
from time to time acquired by such Pledgor of any and all Persons now or
hereafter existing (such Persons, together with the Existing Issuers, being
hereinafter referred to collectively as the "Pledged Issuers" and individually
as a "Pledged Issuer"), the certificates representing such Capital Stock, all
options and other rights, contractual or otherwise, in respect thereof and, all
dividends, distributions, cash, instruments, investment property and other
property (including, but not limited to, any stock dividend and any distribution
in connection with a stock split) from time to time received, receivable or
otherwise distributed in respect of or in exchange for any or all of the
foregoing;
(d) all investment property, financial assets,
securities, Capital Stock, other equity interests, stock options and commodity
contracts of such Pledgor, all notes, debentures, bonds, promissory notes or
other evidences of indebtedness of such Pledgor, and all other assets now or
hereafter received or receivable with respect to the foregoing;
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(e) all security entitlements of such Pledgor in
any and all of the foregoing; and
(f) all proceeds (including proceeds of
proceeds) of any and all of the foregoing;
in each case, whether now owned or hereafter acquired by such Pledgor and
howsoever its interest therein may arise or appear (whether by ownership,
security interest, Lien, claim or otherwise).
Notwithstanding the foregoing, the Pledged Collateral shall not include any
Excluded Assets. The Pledgors agree that the pledge of shares of Capital Stock
of any Pledged Issuer who is organized or formed under the laws of a
jurisdiction other than the District of Columbia or any State of the United
States of America (a "Foreign Jurisdiction") in favor of the Collateral Agent
hereunder may be supplemented by one or more separate pledge agreements, deeds
of pledge, share charges, or other similar agreements or instruments, executed
and delivered by the relevant Pledgors in favor of the Collateral Agent, which
pledge agreements will provide for the pledge of such shares of Capital Stock in
accordance with the laws of such Foreign Jurisdiction. With respect to such
shares of Capital Stock, the Collateral Agent may, at any time and from time to
time, in its sole discretion (exercised reasonably), take actions in such
Foreign Jurisdictions that will result in the perfection of the Lien created in
such shares of Capital Stock, without the consent of the Pledgor.
SECTION 3. Security for Senior Secured Note Obligations. The
security interest created hereby in the Pledged Collateral constitutes
continuing collateral security for all of the Senior Secured Note Obligations.
SECTION 4. Delivery of the Pledged Collateral.
(a) (i) All promissory notes currently
evidencing the Pledged Debt and all certificates currently representing the
Pledged Shares shall be delivered to the Collateral Agent on or prior to the
execution and delivery of this Agreement. All other promissory notes,
certificates and instruments constituting Pledged Collateral from time to time
required to be pledged to the Collateral Agent pursuant to the terms of this
Agreement or the Indenture or any other Senior Secured Note Document (the
"Additional Collateral") shall be delivered to the Collateral Agent as promptly
as practicable upon receipt thereof by or on behalf of any of the Pledgors. All
such promissory notes, certificates and instruments shall be held by or on
behalf of the Collateral Agent pursuant hereto and shall be delivered in
suitable form for transfer by delivery or shall be accompanied by duly executed
instruments of transfer or assignment or undated stock powers executed in blank,
all in form and substance reasonably satisfactory to the Collateral Agent. If
any Pledged Collateral consists of uncertificated securities, unless the
immediately following sentence is applicable thereto, such Pledgor shall cause
the Collateral Agent (or its designated custodian or nominee) to become the
registered holder thereof, or cause each issuer of such securities to agree that
it will comply with instructions originated by the Collateral Agent with respect
to such securities without further consent by such Pledgor. If any Pledged
Collateral consists of security entitlements, such Pledgor shall transfer such
security entitlements to the Collateral Agent (or its custodian, nominee or
other designee), or cause the
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applicable securities intermediary to agree that it will comply with entitlement
orders by the Collateral Agent without further consent by such Pledgor.
Notwithstanding the foregoing, until the date upon which the Discharge of the
Credit Facility Obligations has occurred, the provisions of this Section
4(a)(i) shall not apply to any Pledged Collateral consisting of Credit Facility
Priority Collateral.
(ii) Within five (5) days of the receipt by a Pledgor of
any Additional Collateral, a Pledge Amendment, duly executed by such Pledgor, in
substantially the form of Annex I hereto (a "Pledge Amendment"), shall be
delivered to the Collateral Agent, in respect of the Additional Collateral which
must be pledged pursuant to this Agreement and the Indenture or any other Senior
Secured Note Document. The Pledge Amendment shall from and after delivery
thereof constitute part of Schedules I and II hereto. Each Pledgor hereby
authorizes the Collateral Agent to attach each Pledge Amendment to this
Agreement and agrees that all promissory notes, certificates or instruments
listed on any Pledge Amendment delivered to the Collateral Agent shall for all
purposes hereunder constitute Pledged Collateral and such Pledgor shall be
deemed upon delivery thereof to have made the representations and warranties set
forth in Section 5 hereof with respect to such Additional Collateral.
(b) If any Pledgor shall receive, by virtue of
such Pledgor's being or having been an owner of any Pledged Collateral (other
than, until the date upon which the Discharge of Credit Facility Obligations has
occurred, any Pledged Collateral consisting of Credit Facility Priority
Collateral), any (i) stock certificate (including, without limitation, any
certificate representing a stock dividend or distribution in connection with any
increase or reduction of capital, reclassification, merger, consolidation, sale
of assets, combination of shares, stock split, spin-off or split-off),
promissory note or other instrument, (ii) option or right, whether as an
addition to, substitution for, or in exchange for, any Pledged Collateral, or
otherwise, (iii) dividends payable in cash (except such dividends permitted to
be retained by any such Pledgor pursuant to Section 7 hereof) or in securities
or other property or (iv) dividends, distributions, cash, instruments,
investment property and other property in connection with a partial or total
liquidation or dissolution or in connection with a reduction of capital, capital
surplus or paid in surplus, such Pledgor shall receive such stock certificate,
promissory note, instrument, option, right, payment or distribution in trust for
the benefit of the Collateral Agent, shall segregate it from such Pledgor's
other property and shall deliver it forthwith to the Collateral Agent, in the
exact form received, with any necessary indorsement and/or appropriate stock
powers duly executed in blank, to be held by the Collateral Agent as Pledged
Collateral and as further collateral security for the Senior Secured Note
Obligations.
SECTION 5. Representations and Warranties. Each Pledgor
jointly and severally represents and warrants as follows:
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(a) Each Pledgor (i) is a corporation, limited
liability company or limited partnership duly organized, validly existing and in
good standing under the laws of the state, province or other applicable
jurisdiction of its organization, (ii) has all requisite power and authority to
conduct its business as now conducted and as presently contemplated and to
execute, deliver and perform this Agreement and each other Senior Secured Note
Document to be executed and delivered by it pursuant hereto and to consummate
the transactions contemplated hereby and thereby, and (iii) is duly qualified to
do business and is in good standing in each jurisdiction in which the character
of the properties owned or leased by it or in which the transaction of its
business makes such qualification necessary, except where the absence of any
such qualification could not reasonably be expected to result in a material
adverse effect on the condition (financial or other), business, properties or
results of operations of the Pledgors and their respective subsidiaries, taken
as a whole.
(b) The execution, delivery and performance by
each Pledgor of this Agreement and the other Senior Secured Note Documents to
which such Pledgor is or will be party (i) have been duly authorized by all
necessary action, (ii) do not and will not contravene its (x) charter or
by-laws, its limited liability company or operating agreement or its certificate
of partnership or partnership agreement, as applicable, or (y) any material
applicable law or any material contractual restriction binding on or affecting
it or any of its properties, (iii) do not and will not result in or require the
creation of any Lien (other than pursuant to any Senior Secured Note Document or
any Credit Facility Document) upon or with respect to any of its properties,
other than Liens securing obligations in an aggregate amount not exceeding
$100,000 and (iv) do not and will not result in any default, noncompliance,
suspension, revocation, impairment, forfeiture or nonrenewal of any material
permit, license, authorization or approval applicable to it or its operations or
any of its properties.
(c) The Existing Issuers set forth in Schedule
II hereto are the Pledgors' only wholly owned directly owned Subsidiaries
(excluding Immaterial Subsidiaries and Milacron Capital Holdings B.V. and its
Subsidiaries) existing on the date hereof. The Pledged Shares have been duly
authorized and validly issued and are fully paid and nonassessable and the
holders thereof are not entitled to any preemptive, first refusal or other
similar rights. Except as noted in Schedule II hereto, the Pledged Shares
constitute 100% of the issued shares of Capital Stock of the Pledged Issuers as
of the date hereof.
(d) The promissory notes currently evidencing
the Pledged Debt have been duly authorized, executed and delivered by the
respective makers thereof, and all such promissory notes are or will be, as the
case may be, legal, valid and binding obligations of such makers, enforceable
against such makers in accordance with their respective terms, except as may be
limited by applicable bankruptcy, insolvency, reorganization, moratorium or
other similar laws or by equitable principles.
(e) Except with respect to transfers made in
compliance with the Indenture and other than a Permitted Prior Lien that is an
inchoate Lien securing obligations for the payment of money not overdue or not
otherwise due and payable, each Pledgor is and will be at all times the legal
and beneficial owner of its Pledged Collateral free and clear of all Liens,
except for the Lien created by this Agreement, the other Senior Secured Note
Documents and the Credit Facility Documents.
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(f) The exercise by the Collateral Agent of any
of its rights and remedies expressly enumerated in this Agreement, subject to
the rights of Persons holding Permitted Liens, will not contravene any law or
any material contractual restriction binding on or affecting any Pledgor or any
of the material properties of any Pledgor and will not result in or require the
creation of any Lien upon or with respect to any of the properties of such
Pledgor other than pursuant to this Agreement, the other Senior Secured Note
Documents and the Credit Facility Documents.
(g) No authorization or approval or other action
by, and no notice to or filing with, any governmental authority is required to
be obtained or made by any Pledgor for (i) the due execution, delivery and
performance by any Pledgor of this Agreement, (ii) the grant by any Pledgor, or
the perfection, of the Lien created hereby in the Pledged Collateral (other than
Pledged Collateral constituting Capital Stock (whether or not certificated) of
any Pledged Issuer who is organized or formed under the laws of a Foreign
Jurisdiction) or (iii) the exercise by the Collateral Agent of any of its rights
and remedies expressly enumerated in this Agreement (other than with respect to
Pledged Collateral constituting Capital Stock (whether or not certificated) of
any Pledged Issuer who is organized or formed under the laws of a Foreign
Jurisdiction), except as may be required in connection with any sale of any
Pledged Collateral by laws affecting the offering and sale of securities
generally other than those that have been obtained or made and are in full force
and effect.
(h) This Agreement creates a valid Lien in favor
of the Collateral Agent, for the benefit of the Trustee and the Holders, in the
Pledged Collateral as security for the Senior Secured Note Obligations to the
extent governed by the Code. The Collateral Agent's having possession (or, with
respect to Pledged Collateral constituting Credit Facility Priority Collateral,
the Credit Facility Agent having possession, as bailee for the Collateral Agent
pursuant to the terms of the Intercreditor Agreement) of the promissory notes
evidencing the Pledged Debt, the certificates representing the Pledged Shares
and all other certificates, instruments and cash constituting Pledged Collateral
from time to time results in the perfection of such Lien to the extent governed
by the Code . Such Lien on the Pledged Collateral is a perfected, first priority
Lien subject to Liens arising under the Credit Facility Documents and Permitted
Prior Liens that are inchoate Liens securing obligations for the payment of
money not overdue or not otherwise due and payable. All action necessary or
desirable to perfect and protect such Lien on any Pledged Collateral shall have
been duly taken, upon the Collateral Agent's having possession (or, with respect
to Pledged Collateral constituting Credit Facility Priority Collateral, the
Credit Facility Agent having possession, as bailee for the Collateral Agent
pursuant to the terms of the Intercreditor Agreement) of certificates,
instruments and cash constituting such Pledged Collateral.
SECTION 6. Covenants as to the Pledged Collateral. Until the
Discharge of the Senior Secured Note Obligations (as defined in the Security
Agreement), each Pledgor will, unless the Collateral Agent shall otherwise
consent in writing:
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(a) keep adequate records concerning the Pledged
Collateral and, upon the reasonable request of the Collateral Agent, permit the
Collateral Agent or any agents, designees or representatives thereof at any time
or from time to time, upon reasonable prior notice and during normal business
hours, to examine and make copies of and abstracts from such records;
(b) at the Pledgors' joint and several expense,
promptly deliver to the Collateral Agent a copy of each material notice or other
material communication received by it in respect of the Pledged Collateral;
(c) at the Pledgors' joint and several expense,
defend the Collateral Agent's right, title and security interest in and to the
Pledged Collateral against the claims of any Person other than Liens created by
the Senior Secured Note Documents and Permitted Liens;
(d) at the Pledgors' joint and several expense,
at any time and from time to time, promptly execute and deliver all further
instruments and documents and take all further action that the Collateral Agent
may determine to be reasonably necessary or desirable in order to (i) perfect
and protect, or maintain the perfection of, the security interest and Lien
created hereby, (ii) enable the Collateral Agent to exercise and enforce its
rights and remedies hereunder in respect of the Pledged Collateral or (iii)
otherwise effect the purposes of this Agreement, including, without limitation,
delivering to the Collateral Agent irrevocable proxies in respect of the Pledged
Collateral (other than, until the date upon which the Discharge of the Credit
Facility Obligations has occurred, Pledged Collateral that constitutes Credit
Facility Priority Collateral);
(e) not sell, assign (by operation of law or
otherwise), exchange or otherwise dispose of any Pledged Collateral or any
interest therein except as expressly permitted by Section 4.10 of the Indenture;
(f) not create or suffer to exist any Lien upon
or with respect to any Pledged Collateral, except for the Lien created hereby
and any Permitted Liens;
(g) not make or consent to any amendment or
other modification or waiver with respect to any Pledged Collateral or enter
into any agreement or permit to exist any restriction with respect to any
Pledged Collateral other than pursuant to the Senior Secured Note Documents and
the Credit Facility Documents;
(h) not permit the issuance of (i) any
additional shares of any class of Capital Stock of any Pledged Issuer, (ii) any
securities convertible voluntarily by the holder thereof or automatically upon
the occurrence or non-occurrence of any event or condition into, or exchangeable
for, any such shares of Capital Stock or (iii) any warrants, options, contracts
or other commitments entitling any Person to purchase or otherwise acquire any
such shares of Capital Stock, except in the case of clauses (i), (ii) and (iii),
to the extent any such issuance is not prohibited by the Indenture; and
(i) not take or fail to take any action which
would in any manner impair the validity or enforceability of the Collateral
Agent's security interest in and Lien on any Pledged Collateral.
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SECTION 7. Voting Rights, Dividends, Etc. in Respect of the
Pledged Collateral.
(a) So long as no Event of Default shall have
occurred and be continuing:
(i) each Pledgor may exercise any and
all voting and other consensual rights pertaining to any Pledged Collateral for
any purpose not inconsistent with the terms of this Agreement, the Indenture or
the other Senior Secured Note Documents;
(ii) each of the Pledgors may receive
and retain any and all dividends, interest or other distributions paid in
respect of the Pledged Collateral to the extent not prohibited by the Indenture;
provided, however, that any and all (A) dividends and interest paid or payable
other than in cash in respect of, and instruments and other property received,
receivable or otherwise distributed in respect of or in exchange for, any
Pledged Collateral, (B) dividends and other distributions paid or payable in
cash in respect of any Pledged Collateral in connection with a partial or total
liquidation or dissolution or in connection with a reduction of capital, capital
surplus or paid-in surplus, and (C) cash paid, payable or otherwise distributed
in redemption of, or in exchange for, any Pledged Collateral, together with any
dividend, interest or other distribution or payment which at the time of such
payment was not permitted by the Indenture, shall be, and shall forthwith be
delivered to the Collateral Agent, to hold as, Pledged Collateral and shall, if
received by any of the Pledgors, be received in trust for the benefit of the
Collateral Agent, shall be segregated from the other property or funds of the
Pledgors, and shall be forthwith delivered to the Collateral Agent in the exact
form received with any necessary indorsement and/or appropriate stock powers
duly executed in blank, to be held by the Collateral Agent as Pledged Collateral
and as further collateral security for the Senior Secured Note Obligations;
provided, further, however, that until the date upon which the Discharge of the
Credit Facility Obligations has occurred, the provisions of this Section
7(a)(ii) shall not apply to any Pledged Collateral consisting of the Credit
Facility Priority Collateral; and
(iii) the Collateral Agent will execute
and deliver (or cause to be executed and delivered) to a Pledgor all such
proxies and other instruments as such Pledgor may reasonably request for the
purpose of enabling such Pledgor to exercise the voting and other rights which
it is entitled to exercise pursuant to Section 7(a)(i) hereof and to receive the
dividends, interest and/or other distributions which it is authorized to receive
and retain pursuant to Section 7(a)(ii) hereof.
(b) Upon the occurrence and during the
continuance of an Event of Default:
(i) all rights of each Pledgor to
exercise the voting and other consensual rights which it would otherwise be
entitled to exercise pursuant to Section 7(a)(i) hereof, and to receive the
dividends, distributions, interest and other payments that it would otherwise be
authorized to receive and retain pursuant to Section 7(a)(ii) hereof, shall
cease, and all such rights shall thereupon become vested in the Collateral
Agent, which shall thereupon have the sole right to exercise such voting and
other consensual rights and to receive and hold as Pledged Collateral such
dividends and interest payments;
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(ii) the Collateral Agent is authorized
to notify each debtor with respect to the Pledged Debt to make payment directly
to the Collateral Agent (or its designee) and may collect any and all moneys due
or to become due to any Pledgor in respect of the Pledged Debt, and each of the
Pledgors hereby authorizes each such debtor to make such payment directly to the
Collateral Agent (or its designee) without any duty of inquiry;
(iii) without limiting the generality of
the foregoing, the Collateral Agent may at its option exercise any and all
rights of conversion, exchange, subscription or any other rights, privileges or
options pertaining to any of the Pledged Collateral as if it were the absolute
owner thereof, including, without limitation, the right to exchange, in its
discretion, any and all of the Pledged Collateral upon the merger,
consolidation, reorganization, recapitalization or other adjustment of any
Pledged Issuer, or upon the exercise by any Pledged Issuer of any right,
privilege or option pertaining to any Pledged Collateral, and, in connection
therewith, to deposit and deliver any and all of the Pledged Collateral with any
committee, depository, transfer agent, registrar or other designated agent upon
such terms and conditions as it may determine; and
(iv) all dividends, distributions,
interest and other payments that are received by any of the Pledgors contrary to
the provisions of Section 7(b)(i) hereof shall be received in trust for the
benefit of the Collateral Agent, shall be segregated from other funds of the
Pledgors, and shall be forthwith paid over to the Collateral Agent as Pledged
Collateral in the exact form received with any necessary indorsement and/or
appropriate stock powers duly executed in blank, to be held by the Collateral
Agent as Pledged Collateral and as further collateral security for the Senior
Secured Note Obligations provided, however, that the foregoing provisions shall
not apply to any Pledged Collateral that constitutes Credit Facility Priority
Collateral until the Discharge of the Credit Facility Obligations.
SECTION 8. Additional Provisions Concerning the Pledged
Collateral.
(a) To the maximum extent permitted by
applicable law, and for the purpose of taking any action that the Collateral
Agent may deem reasonably necessary or advisable to accomplish the purposes of
this Agreement, each Pledgor (i) authorizes the Collateral Agent to execute any
such agreements, instruments or other documents in such Pledgor's name and to
file such agreements, instruments or other documents in such Pledgor's name and
to file such agreements, instruments, or other documents in any appropriate
filing office, (ii) authorizes the Collateral Agent to file any financing
statements required hereunder or under any other Senior Secured Note Document,
and any continuation statements or amendment with respect thereto, in any
appropriate filing office without the signature of such Pledgor and (iii)
ratifies the filing of any financing statement, and any continuation statement
or amendment with respect thereto, filed without the signature of such Pledgor
prior to the date hereof. A photocopy or other reproduction of this Agreement or
any financing statement covering the Pledged Collateral or any part thereof
shall be sufficient as a financing statement where permitted by law.
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(b) Each Pledgor hereby irrevocably appoints the
Collateral Agent as such Pledgor's attorney-in-fact and proxy, with full
authority in the place and stead of such Pledgor and in the name of such Pledgor
or otherwise, and upon the occurrence and during the continuance of an Event of
Default the Collateral Agent may take any action and execute any instrument that
the Collateral Agent may deem reasonably necessary or advisable to accomplish
the purposes of this Agreement (subject to the Intercreditor Agreement and the
rights of such Pledgor under Section 7(a) hereof), including, without
limitation, to receive, indorse and collect all instruments made payable to such
Pledgor representing any dividend, interest payment or other distribution in
respect of any Pledged Collateral and to give full discharge for the same. This
power is coupled with an interest and is irrevocable until the Discharge of the
Senior Secured Note Obligations.
(c) If any Pledgor fails to perform any
agreement or obligation contained herein, the Collateral Agent itself may
perform, or cause performance of, such agreement or obligation, and the expenses
of the Collateral Agent incurred in connection therewith shall be jointly and
severally payable by the Pledgors pursuant to Section 10 hereof and shall be
secured by the Pledged Collateral.
(d) Other than the exercise of reasonable care
to assure the safe custody of the Pledged Collateral while held hereunder, the
Collateral Agent shall have no duty or liability to preserve rights pertaining
thereto and shall be relieved of all responsibility for the Pledged Collateral
upon surrendering it or tendering surrender of it to any of the Pledgors. The
Collateral Agent shall be deemed to have exercised reasonable care in the
custody and preservation of the Pledged Collateral in its possession if the
Pledged Collateral is accorded treatment substantially equal to that which the
Collateral Agent accords its own property, it being understood that the
Collateral Agent shall not have responsibility for (i) ascertaining or taking
action with respect to calls, conversions, exchanges, maturities, tenders or
other matters relating to any Pledged Collateral, whether or not the Collateral
Agent has or is deemed to have knowledge of such matters, or (ii) taking any
necessary steps to preserve rights against any parties with respect to any
Pledged Collateral.
(e) The powers conferred on the Collateral Agent
hereunder are solely to protect its interest in the Pledged Collateral and shall
not impose any duty upon the Collateral Agent to exercise any such powers.
Except for the safe custody of any Pledged Collateral in its possession and the
accounting for monies actually received by it hereunder, the Collateral Agent
shall have no duty as to any Pledged Collateral or as to the taking of any
necessary steps to preserve rights against prior parties or any other rights
pertaining to any Pledged Collateral.
(f) The Collateral Agent may at any time in its
discretion during the continuance of an Event of Default (i) without notice to
any Pledgor, transfer or register in the name of the Collateral Agent or any of
its nominees any or all of the Pledged Collateral, subject only to the revocable
rights of such Pledgor under Section 7(a) hereof, and (ii) exchange certificates
or instruments constituting Pledged Collateral for certificates or instruments
of smaller or larger denominations; provided that, until the date on which the
Discharge of the Credit Facility Obligations has occurred, this Section 8(f)
shall not apply with respect to Credit Facility Priority Collateral.
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SECTION 9. Remedies Upon Default. In each case subject to the
Intercreditor Agreement, if any Event of Default shall have occurred and be
continuing:
(a) The Collateral Agent may exercise in respect
of the Pledged Collateral, in addition to any other rights and remedies provided
for herein or otherwise available to it, all of the rights and remedies of a
secured party upon default under the Code then in effect in the State of New
York; and without limiting the generality of the foregoing and without notice
except as specified below, sell the Pledged Collateral or any part thereof in
one or more parcels at public or private sale, at any exchange or broker's board
or elsewhere, at such price or prices and on such other terms as the Collateral
Agent may deem commercially reasonable. Each Pledgor agrees that, to the extent
notice of sale shall be required by law, at least ten (10) days' notice to such
Pledgor of the time and place of any public sale of Pledged Collateral owned by
such Pledgor or the time after which any private sale is to be made shall
constitute reasonable notification. The Collateral Agent shall not be obligated
to make any sale of Pledged Collateral regardless of whether or not notice of
sale has been given. The Collateral Agent may adjourn any public or private sale
from time to time by announcement at the time and place fixed therefor, and such
sale may, without further notice, be made at the time and place to which it was
so adjourned.
(b) In the event that the Collateral Agent
determines to exercise its right to sell all or any part of the Pledged
Collateral pursuant to Section 9(a) hereof, each Pledgor will, at such Pledgor's
expense and upon request by the Collateral Agent: (i) execute and deliver, and
cause each issuer of such Pledged Collateral and the directors and officers
thereof to execute and deliver, all such instruments and documents, and do or
cause to be done all such other acts and things, as may be necessary or, in the
reasonable opinion of the Collateral Agent, advisable to register such Pledged
Collateral under the provisions of the Securities Act, and to cause the
registration statement relating thereto to become effective and to remain
effective for such period as prospectuses are required by law to be furnished,
and to make all amendments and supplements thereto and to the related prospectus
which, in the opinion of the Collateral Agent, are necessary or advisable, all
in conformity with the requirements of the Securities Act and the rules and
regulations of the SEC applicable thereto, (ii) use commercially reasonable
efforts to cause each issuer of such Pledged Collateral to qualify such Pledged
Collateral under the state securities or "Blue Sky" laws of each jurisdiction,
and to obtain all necessary governmental approvals for the sale of the Pledged
Collateral, as requested by the Collateral Agent, (iii) cause each Pledged
Issuer to make available to its securityholders, as soon as practicable, an
earnings statement which will satisfy the provisions of Section 11(a) of the
Securities Act, and (iv) do or cause to be done all such other reasonable acts
and things as may be necessary to make such sale of such Pledged Collateral
valid and binding and in compliance with applicable law. Each Pledgor
acknowledges the impossibility of ascertaining the amount of damages which would
be suffered by the Collateral Agent by reason of the failure by any Pledgor to
perform any of the covenants contained in this Section 9(b) and, consequently,
agrees that, if any Pledgor fails to perform any of such covenants, it shall
pay, as liquidated damages and not as a penalty, an amount equal to the value of
the Pledged Collateral on the date the Collateral Agent demands compliance with
this Section 9(b); provided, however, that the payment of such amount shall not
release any Pledgor from any of its obligations under any of the other Senior
Secured Note Documents.
11
(c) Notwithstanding the provisions of Section
9(b) hereof, each Pledgor recognizes that the Collateral Agent may deem it
impracticable to effect a public sale of all or any part of the Pledged Shares
or any other securities constituting Pledged Collateral and that the Collateral
Agent may, therefore, determine to make one or more private sales of any such
securities to a restricted group of purchasers who will be obligated to agree,
among other things, to acquire such securities for their own account, for
investment and not with a view to the distribution or resale thereof. Each
Pledgor acknowledges that any such private sale may be at prices and on terms
less favorable to the seller than the prices and other terms which might have
been obtained at a public sale and, notwithstanding the foregoing, agrees that
such private sales shall be deemed to have been made in a commercially
reasonable manner and that the Collateral Agent shall have no obligation to
delay the sale of any such securities for the period of time necessary to permit
the issuer of such securities to register such securities for public sale under
the Securities Act. Each Pledgor further acknowledges and agrees that any offer
to sell such securities which has been (i) publicly advertised on a bona fide
basis in a newspaper or other publication of general circulation in the
financial community of New York, New York (to the extent that such an offer may
be so advertised without prior registration under the Securities Act) or (ii)
made privately in the manner described above to not less than fifteen bona fide
offerees shall be deemed to involve a "public disposition" for the purposes of
Section 9-610(c) of the Code (or any successor or similar, applicable statutory
provision) as then in effect in the State of New York, notwithstanding that such
sale may not constitute a "public offering" under the Securities Act, and that
the Collateral Agent may, in such event, bid for the purchase of such
securities.
(d) Any cash held by the Collateral Agent as
Pledged Collateral and all cash proceeds received by the Collateral Agent in
respect of any sale of, collection from, or other realization upon, all or any
part of the Pledged Collateral may, in the discretion of the Collateral Agent,
be held by the Collateral Agent as collateral for, and/or then or at any time
thereafter applied (after payment of any amounts payable to the Collateral Agent
pursuant to Section 10 hereof) in whole or in part by the Collateral Agent
against, all or any part of the Senior Secured Note Obligations in such order as
the Collateral Agent shall elect consistent with the provisions of the Indenture
and the Intercreditor Agreement. Any surplus of such cash or cash proceeds held
by the Collateral Agent and remaining after the Discharge of the Senior Secured
Note Obligations shall be paid over to the Pledgors or to such Person as may be
lawfully entitled to receive such surplus.
(e) In the event that the proceeds of any such
sale, collection or realization are insufficient to pay all amounts to which the
Collateral Agent, the Trustee and the Holders are legally entitled, the Pledgors
shall be jointly and severally liable for the deficiency, together with interest
thereon at the highest rate specified in any applicable Senior Secured Note
Document for interest on overdue principal thereof or such other rate as shall
be fixed by applicable law, together with the costs of collection and the
reasonable fees, costs and expenses and other client charges of any attorneys
employed by the Collateral Agent to collect such deficiency.
12
SECTION 10. Indemnity and Expenses.
(a) Each Pledgor jointly and severally agrees to
defend, protect, indemnify and hold harmless the Collateral Agent and the
Trustee (and all of their respective officers, directors, employees, attorneys,
consultants and agents) from and against any and all damages, losses,
liabilities, obligations, penalties, fees and reasonable out-of-pocket costs and
expenses (including, without limitation, reasonable legal fees, costs, expenses
and disbursements of the Collateral Agent's and the Trustee's counsel) to the
extent that they arise out of or otherwise result from this Agreement
(including, without limitation, enforcement of this Agreement), except, claims,
losses or liabilities resulting solely and directly from such Person's gross
negligence or willful misconduct as determined by a final judgment of a court of
competent jurisdiction.
(b) Each Pledgor jointly and severally agrees to
pay to the Collateral Agent upon demand the amount of any and all reasonable
out-of-pocket costs and expenses of the Collateral Agent, including the
reasonable fees, costs, expenses and disbursements of the Collateral Agent's
counsel and of any experts and agents (including, without limitation, any
collateral trustee which may act as agent of the Collateral Agent) which the
Collateral Agent may incur in connection with (i) the preparation, negotiation,
execution, delivery, recordation, administration, amendment, waiver or other
modification or termination of this Agreement, (ii) the custody, preservation,
use or operation of, or the sale of, collection from, or other realization upon,
any Pledged Collateral, (iii) the exercise or enforcement of any of the rights
of the Collateral Agent hereunder, or (iv) the failure by any Pledgor to perform
or observe any of the provisions hereof.
SECTION 11. Notices, Etc. All notices and other communications
provided for hereunder shall be in writing and shall be mailed (by certified
mail, postage prepaid and return receipt requested), telecopied or delivered, if
to any Pledgor, to it in care of the Company at its address specified in the
Indenture; if to the Collateral Agent, to it at U.S. Bank National Association,
425 Walnut Street, Cincinnati, Ohio 45202, Fax: (513) 632-5511, Attention:
Corporate Trust Office; or as to any such Person, at such other address as shall
be designated by such Person in a written notice to such other Person complying
as to delivery with the terms of this Section 11. All such notices and other
communications shall be effective (a) if mailed (by certified mail, postage
prepaid and return receipt requested), when received or three (3) days after
deposited in the mails, whichever occurs first, (b) if telecopied, when
transmitted and confirmation is received or (c) if delivered, upon delivery.
13
SECTION 12. Security Interest Absolute. All rights of the
Collateral Agent, the Trustee and the Holders, all Liens and all obligations of
each of the Pledgors hereunder shall be absolute and unconditional irrespective
of: (a) any lack of validity or enforceability of the Indenture or any other
Senior Secured Note Document, (b) any change in the time, manner or place of
payment of, or in any other term in respect of, all or any of the Senior Secured
Note Obligations, or any other amendment or waiver of or consent to any
departure from the Indenture or any other Senior Secured Note Document, (c) any
exchange or release of, or non-perfection of any Lien on any Collateral, or any
release or amendment or waiver of, or consent to or departure from any guaranty,
for all or any of the Senior Secured Note Obligations, or (d) any other
circumstance that might otherwise constitute a defense available to, or a
discharge of, any of the Pledgors in respect of the Senior Secured Note
Obligations. All authorizations and agencies contained herein with respect to
any of the Pledged Collateral are irrevocable and powers coupled with an
interest.
SECTION 13. Miscellaneous.
(a) No amendment of any provision of this
Agreement shall be effective unless it is in writing and signed by each Pledgor
and the Collateral Agent, and no waiver of any provision of this Agreement, and
no consent to any departure by any of the Pledgors therefrom, shall be effective
unless it is in writing and signed by the Collateral Agent, and then such waiver
or consent shall be effective only in the specific instance and for the specific
purpose for which given.
(b) No failure on the part of the Collateral
Agent, the Trustee or the Holders to exercise, and no delay in exercising, any
right hereunder or under any other Senior Secured Note Document shall operate as
a waiver thereof; nor shall any single or partial exercise of any such right
preclude any other or further exercise thereof or the exercise of any other
right. The rights and remedies of the Collateral Agent, the Trustee and the
Holders provided herein and in the other Senior Secured Note Documents are
cumulative and are in addition to, and not exclusive of, any rights or remedies
provided by law. The rights of the Collateral Agent, the Trustee and the Holders
under any Senior Secured Note Document against any party thereto are not
conditional or contingent on any attempt by the Collateral Agent, the Trustee
and the Holders to exercise any of their rights under any other document against
such party or against any other Person.
(c) Any provision of this Agreement which is
prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction,
be ineffective to the extent of such prohibition or unenforceability without
invalidating the remaining portions hereof or thereof or affecting the validity
or enforceability of such provision in any other jurisdiction.
14
(d) This Agreement shall create a continuing
security interest in and Lien on the Pledged Collateral and shall (i) remain in
full force and effect until the Discharge of the Senior Secured Note Obligations
and (ii) be binding on each Pledgor and its respective successors and assigns,
and shall inure, together with all rights and remedies of the Collateral Agent,
the Trustee and the Holders hereunder, to the benefit of the Collateral Agent,
the Trustee and the Holders and their respective permitted successors,
transferees and assigns. Without limiting the generality of clause (ii) of the
immediately preceding sentence, the Collateral Agent, the Trustee and the
Holders may assign or otherwise transfer their respective rights and obligations
under this Agreement and any other Senior Secured Note Document to any other
Person pursuant to the terms of the Indenture, and such other Person shall
thereupon become vested with all of the benefits in respect thereof granted to
the Collateral Agent, the Trustee and the Holders herein or otherwise. Upon any
such assignment or transfer, all references in this Agreement to any Collateral
Agent, the Trustee and the Holders shall mean the assignee of the Collateral
Agent, the Trustee and the Holders. None of the rights or Senior Secured Note
Obligations of any of the Pledgors hereunder may be assigned or otherwise
transferred without the prior written consent of the Collateral Agent, and any
such assignment or transfer shall be null and void.
(e) Upon the Discharge of the Senior Secured
Note Obligations, this Agreement and the security interest and Lien created
hereby shall terminate and all rights to the Pledged Collateral shall revert to
the Pledgors (or, until the date the Discharge of Credit Facility Obligations
has occurred, to the Credit Facility Agent in accordance with the Intercreditor
Agreement). Notwithstanding the foregoing, the Collateral Agent's Liens upon the
Pledged Collateral shall automatically be released upon any of the events
specified in Section 10.03 of the Indenture in accordance with the terms of the
Indenture, and the Pledged Collateral of any Pledgor that is released from its
Note Guarantee obligations and is no longer a Guarantor pursuant to Section
11.05 of the Indenture shall automatically be released upon such an event in
accordance with the terms of the Indenture, and such Pledgor shall no longer be
a party to this Agreement. In connection with any termination or release
pursuant to this Section 13(e), the Collateral Agent will, upon a Pledgor's
request and at such Pledgor's expense, without any representation, warranty or
recourse whatsoever, (i) return to such Pledgor (or until the date that the
Discharge of Credit Facility Obligations has occurred, to the Credit Facility
Agent in accordance with the Intercreditor Agreement) such Pledged Collateral to
be released (in the case of a release) as shall not have been sold or otherwise
disposed of or applied pursuant to the terms hereof and (ii) execute and deliver
to such Pledgor such documents as such Pledgor shall reasonably request to
evidence such termination or release.
(f) THIS AGREEMENT SHALL BE GOVERNED BY AND
CONSTRUED IN ACCORDANCE WITH THE LAW OF THE STATE OF NEW YORK, EXCEPT AS
REQUIRED BY MANDATORY PROVISIONS OF LAW AND EXCEPT TO THE EXTENT THAT THE
VALIDITY AND PERFECTION OR THE PERFECTION AND THE EFFECT OF PERFECTION OR
NON-PERFECTION OF THE SECURITY INTEREST AND LIEN CREATED HEREBY, OR REMEDIES
HEREUNDER, IN RESPECT OF ANY PARTICULAR PLEDGED COLLATERAL ARE GOVERNED BY THE
LAW OF A JURISDICTION OTHER THAN THE STATE OF NEW YORK.
15
(g) Section headings herein are included for
convenience of reference only and shall not constitute a part of this Agreement
for any other purpose.
(h) This Agreement may be executed in any number
of counterparts and by the different parties hereto on separate counterparts,
each of which shall be deemed an original, but all such counterparts shall
constitute one and the same agreement. Delivery of an executed counterpart of
this Agreement by facsimile shall be equally effective as delivery of an
original executed counterpart.
(i) All of the obligations of the Pledgors
hereunder are joint and several. The Collateral Agent may, in its sole and
absolute discretion, enforce the provisions hereof against any of the Pledgors
and shall not be required to proceed against all Pledgors jointly or seek
payment from the Pledgors ratably. In addition, the Collateral Agent may, in its
sole and absolute discretion, select the Pledged Collateral of any one or more
of the Pledgors for sale or application to the Senior Secured Note Obligations,
without regard to the ownership of such Pledged Collateral, and shall not be
required to make such selection ratably from the Pledged Collateral owned by all
of the Pledgors. The release or discharge of any Pledgor by the Collateral Agent
shall not release or discharge any other Pledgor from the Senior Secured Note
Obligations of such Person hereunder.
(j) The Collateral Agent acknowledges and
agrees, on behalf of itself, the Trustee and the Holders, that, any provision of
this Agreement to the contrary notwithstanding, (i) no Pledgor shall be required
to act or refrain from acting (A) in a manner that is inconsistent with the
terms and provisions of the Intercreditor Agreement or (B) with respect to any
Credit Facility Priority Collateral in any manner that would result in a default
under the terms and provisions of any Credit Facility Document and (ii) any
action required to be taken by a Pledgor (or omission to act) pursuant to the
terms of any Credit Facility Document in respect of Credit Facility Priority
Collateral will not put such Pledgor in violation of or result in a default
under the terms of this Agreement or any other Senior Secured Note Document.
(k) Notwithstanding any provision to the
contrary contained herein, the terms of this Agreement, the Liens created hereby
and the rights and remedies of the Collateral Agent, the Trustee and the Holders
hereunder are subject to the terms of the Intercreditor Agreement. In the event
of any conflict between the terms of this Agreement and the Intercreditor
Agreement, the terms of the Intercreditor Agreement shall govern.
16
IN WITNESS WHEREOF, each Pledgor has caused this Agreement to
be executed and delivered by its officer thereunto duly authorized, as of the
date first above written.
PLEDGORS:
MILACRON INC.
By: /s/ R. P. Lienesch
-----------------------------------
Name: R. P. Lienesch
Title: Vice President - Finance and
Chief Financial Officer
EACH PLEDGOR LISTED ON SCHEDULE A HERETO
By: /s/ R. P. Lienesch
-----------------------------------
Name: R. P. Lienesch
Title: Treasurer
EACH PLEDGOR LISTED ON SCHEDULE B HERETO
By: /s/ R. P. Lienesch
-----------------------------------
Name: R. P. Lienesch
Title: Vice President
MILACRON INTERNATIONAL MARKETING COMPANY
By: /s/ R. P. Lienesch
-----------------------------------
Name: R. P. Lienesch
Title: Treasurer and Assistant
Secretary
COLLATERAL AGENT:
U.S. BANK NATIONAL ASSOCIATION
By: /s/ Karolina K. Dies
-----------------------------------
Name: Karolina K. Dies
Title: Trust Officer
SCHEDULE A
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.
SCHEDULE B
Milacron Resin Abrasives Inc.
D-M-E Company
SCHEDULE I
TO
PLEDGE AGREEMENT
PLEDGED DEBT
INTERCOMPANY LOANS
AS OF MARCH 31, 2004
Company Debtor or Issuer Amount Interest Rate
------- ---------------- ------ -------------
Milacron Inc. Producto Chemicals, Inc.
(Milacron Industrial Products, Inc.) $ 860,315 2.860%
Milacron Inc. D-M-E U.S.A. Inc. $186,351,586 1.610%
D-M-E Company Milacron Inc. $ 55,788,306 2.860%
Milacron Inc. Uniloy Milacron U.S.A. Inc. $143,386,903 1.610%
Milacron Inc. Uniloy Milacron U.S.A. Inc. $ 67,422,520 2.860%
Autojectors Inc. (Milacron Marketing
Company) Milacron Inc. $ 1,304,168 2.860%
Pliers International Inc. Milacron Inc. $ 3,191,964 2.860%
Northern Supply Company, Inc. Milacron Inc. $ 2,293,613 2.860%
Oak International, Inc. Milacron Inc. $ 4,429,809 2.860%
Milacron International Marketing
Company Milacron Inc. $ 1,147,739 0.000%
Milacron Inc. D-M-E of Canada Limited $ 2,161,370 1.610%
Milacron Inc. Milacron International Marketing
Company Singapore $ 3,060,240 0.000%
Milacron Inc. Milacron International Marketing
Company Singapore $ 3,300,119 0.000%
Milacron International Marketing
Company Singapore Milacron Inc. $ 1,832,833 0.000%
Nickerson Machinery Chicago, Inc Milicron Inc. $ 2,760,849 2.860%
1
FINANCED NOTES
(*indicates notes where originals are missing)
OUTSTANDING
FINANCED PRINCIPAL ACCRUED CURRENT
COMPANY ISSUER AMOUNT BALANCE INTEREST BALANCE
------------------------------------------------------------------------------------
Milacron Inc. Koogler & Marlowe 440,000.00 440,000.00 - 440,000.00
Milacron Marketing Company Centro Magnetico -3/04 152,000.00 96,380.31 - 96,380.31
*Milacron Marketing Company Ayareb SA de CV - 3/04 2,506,560.00 882,216.49 - 882,216.49
*Milacron Marketing Company Ayareb SA de CV - 4/06 1,130,500.00 825,019.08 - 825,019.08
Milacron Marketing Company Distribuidora Mexicana- 4/06 221,143.50 159,400.29 2,621.24 162,021.53
Milacron Marketing Company DLM Plasticos - 3/06 148,500.00 148,500.00 148,500.00
Milacron Marketing Company Industrias Gesta - 2/04 121,053.75 28,445.51 218.08 28,663.59
*Milacron Marketing Company Industrias Gesta -2/05 78,227.10 20,079.64 102.62 20,182.26
Milacron Marketing Company Industrias Gesta - 4/05 123,300.00 72,590.66 417.39 73,008.05
Milacron Marketing Company Inyecfor SA de CV - 2/04 41,796.00 3,793.07 15.01 3,808.08
Milacron Marketing Company Tuberias Advance -4/05 179,010.00 109,866.34 1,893.66 111,760.00
*Milacron Marketing Company Tuberias Advance - 3/04 276,518.60 43,518.33 48.35 43,566.68
Milacron Marketing Company Tuberias Advance - 153,000.00 141,632.40 2,000.35 143,632.75
Uniloy Milacron Inc. Plasticos Boston - 3/07 421,820.76 296,320.38 296,320.38
-----------------------------------------------------
=====================================================
2
SCHEDULE II
TO
PLEDGE AND SECURITY AGREEMENT
PLEDGED SHARES(1)
Percentage
of
Number of Outstanding Certificate
Pledgor Name of Pledged Issuer Shares Shares Class Number
------- ---------------------- ------ ------ ----- ------
Milacron Inc. Uniloy Milacron U.S.A. Inc. 13,500 100% common 12
Milacron Inc. Milacron Plastics Technologies Group Inc. 1,000 100% common 1
Milacron Inc. Milacron Resin Abrasives Inc. 500 100% common 2
Milacron Inc. D-M-E Company 1,000 100% common 1
(formerly known as
Cincinnati Milacron Inc.)
Milacron Inc. Uniloy Milacron Inc. 10,000 100% common 1
(formerly known as
Cincinnati Milacron Inc.)
Milacron Inc. Cimcool Industrial Products Inc. 1,000 100% common 1
Milacron Inc. Milacron Industrial Products, Inc. 1,000 100% common 1
Milacron Inc. Milacron Marketing Company 2,000 100% common 3
- ------------------------
(1) Milacron Equipamentos Plastics Ltd and Cincinnati Milacron Trading
(Shanghai) Co. are limited liability companies and, therefore, constitute
"General Intangibles" (as defined in the Security Agreement) pursuant to Section
4(o) of the Security Agreement.
3
Percentage
of
Number of Outstanding Certificate
Pledgor Name of Pledged Issuer Shares Shares Class Number
------- ---------------------- ------ ------ ----- ------
Milacron Inc. Milacron Assurance Ltd. 78,000 65% common 26
Milacron Inc. Milacron-Holdings Mexicana, S.A. de C.V. 650 65% ordinary 3
D-M-E Company D-M-E Manufacturing Inc. 1,000 100% common 1
D-M-E Company D-M-E U.S.A. Inc. 231,778 100% common 24
Uniloy Milacron Inc. Uniloy Milacron Machinery-Mexico, S.A. de C.V. 32,500 65% common 7
Uniloy Milacron Inc. Uniloy Milacron Services-Mexico, S.A. de C.V. 32,500 65% common 5
Cimcool Industrial Milacron Canada Inc. 2,367 65% common 18
Products Inc.
Cimcool Industrial Cincinnati Milacron IPK, Inc. 153,530 65% uncertificated
Products Inc.(2)
Milacron Industrial Oak International, Inc. 30,000 100% common 12
Products, Inc.
Milacron Marketing Company Northern Supply Company, Inc. 1,000 100% common 11
Milacron Marketing Company Nickerson Machinery Chicago Inc. 100 100% common 5
Milacron Marketing Company Pliers International Inc. 1,500 100% common 8
- ------------------------
(2) This is an uncertificated security and in accordance with Section 4(a)(i) of
the Pledge Agreement, the Pledgor has caused the Collateral Agent to become the
registered holder thereof.
4
Percentage
of
Number of Outstanding Certificate
Pledgor Name of Pledged Issuer Shares Shares Class Number
------- ---------------------- ------ ------ ----- ------
Milacron Marketing Company Milacron International Marketing Company 5,000 100% common 3
Milacron Marketing Company Milacron Commercial Corp. 1,000 100% common 2
Milacron Inc. Milacron Capital Holdings B.V. 13 65% uncertificated
D-M-E U.S.A. Inc. D-M-E- of Canada Limited 650 65% common C 84-5
5
ANNEX I
TO
PLEDGE AGREEMENT
PLEDGE AMENDMENT
This Pledge Amendment, dated _________ __, ___, is delivered
pursuant to Section 4 of the Pledge Agreement referred to below. The undersigned
hereby agrees that this Pledge Amendment may be attached to the Pledge and
Security Agreement, dated [________], 2004, as it may heretofore have been or
hereafter may be amended, restated or otherwise modified or supplemented from
time to time (the "Pledge Agreement") and that the promissory notes or shares
listed on this Pledge Amendment shall be hereby pledged and assigned to the
Collateral Agent and become part of the Pledged Collateral referred to in such
Pledge Agreement and shall secure all of the Senior Secured Note Obligations
referred to in such Pledge Agreement.
Pledged Debt
Principal Amount
Pledgor Name of Maker Description Outstanding as of
- ------------------------------------------------------------------------
- ------------------------------------------------------------------------
- ------------------------------------------------------------------------
- ------------------------------------------------------------------------
Pledged Shares
Percentage of
Name of Number of Outstanding Certificate
Pledgor Pledged Issuer Shares Shares Class Number
- --------------------------------------------------------------------------------------
- --------------------------------------------------------------------------------------
- --------------------------------------------------------------------------------------
- --------------------------------------------------------------------------------------
[PLEDGOR]
By:_____________________________
Name:
Title: