EXHIBIT 4.3
THIRD SUPPLEMENTAL INDENTURE dated as of May 17, 1995,
between CINCINNATI MILACRON INC., a corporation duly organized
and existing under the laws of the State of Delaware (the
"Company"), and BANKAMERICA NATIONAL TRUST COMPANY (formerly
BANKAMERICA TRUST COMPANY OF NEW YORK), a corporation existing
under the laws of the State of New York (the "Trustee"), as
trustee under an Indenture (the "Original Indenture") dated as of
July 1, 1985, between the Company and the Trustee, as
supplemented by a supplemental indenture (the "First Supplemental
Indenture") dated as of February 26, 1987, and a supplemental
indenture (the "Second Supplemental Indenture") dated as of March
16, 1994 (as so supplemented, the "Indenture").
WHEREAS the Company heretofore has executed and delivered to the
Trustee the Indenture to provide for the issuance of its Debentures (as that
term is defined in the Original Indenture);
WHEREAS the Company heretofore has issued its 12% Sinking Fund
Debentures due July 15, 2010 (the "Debentures Due 2010"), in the aggregate
principal amount of $75,000,000, as provided in the Original Indenture;
WHEREAS the Company heretofore has issued its 8-3/8% Notes Due 1997
(the "Notes Due 1997"), in the aggregate principal amount of $60,000,000, as
provided in the First Supplemental Indenture;
WHEREAS the Company heretofore has issued its 8-3/8% Notes Due 2004
(the "Notes Due 2004"), in the aggregate principal amount of $115,000,000 as
provided in the Second Supplemental Indenture;
WHEREAS Section 4.03 and Section 13.01 of the Indenture provide, among
other things, that the Company and the Trustee may enter into indentures
supplemental to the Indenture for, among other things, the purpose of setting
forth the terms of the Debentures of any series in addition to the Debentures
Due 2010;
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WHEREAS the Company desires to create a new series of Debentures to be
designated the 7-7/8% Notes Due 2000 (the "Notes Due 2000");
WHEREAS all action on the part of the Company necessary to authorize
the issuance under the Indenture of the Notes Due 2000 in the aggregate
principal amount of $100,000,000 has been taken;
WHEREAS the Notes Due 2000 and the Trustee's certificate of
authentication to be borne by the Notes Due 2000 are to be substantially in the
forms attached hereto as Exhibit A, Exhibit B, Exhibit C and Exhibit D;
WHEREAS all acts and things necessary to make the Notes Due 2000, when
executed by the Company and authenticated and delivered by the Trustee as in the
Indenture provided, the legal, valid and binding obligations of the Company, and
to constitute these presents a valid agreement according to its terms, have been
done and performed, and the execution and delivery of this Third Supplemental
Indenture and the creation and issuance under the Indenture of the Notes Due
2000 in an aggregate principal amount not to exceed $100,000,000 have in all
respects been duly authorized;
WHEREAS the Company and the Trustee desire to join in the execution
and delivery of this Third Supplemental Indenture in order to amend certain
provisions of and Exhibits to the Indenture as set forth herein;
WHEREAS Section 13.01 of the Indenture provides that a supplemental
indenture may be entered into by the Company and the Trustee, without the
consent of any holder of Debentures, to make provisions with respect to matters
or questions arising under the Indenture which shall not adversely affect the
interests of the holders of Debentures;
WHEREAS the Company has determined that this Third Supplemental
Indenture complies with Section 13.01 of the Indenture and does not require the
consent of any holders of Debentures;
WHEREAS the Company has furnished the Trustee with an Opinion of
Counsel complying with the requirements of Section 4.03 of the Indenture to the
effect that, among other things, execution of this Third Supplemental Indenture
is authorized or permitted by the Indenture, and with an
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Officer's Certificate complying with the requirements of Section 4.03 of the
Indenture, and has delivered to the Trustee a certified resolution authorizing
the execution and delivery of this Third Supplemental Indenture, together with
such other documents as may have been required by Section 4.03 of the Indenture.
NOW, THEREFORE, THIS THIRD SUPPLEMENTAL INDENTURE
W I T N E S S E T H :
That in order to (i) amend certain provisions of and Exhibits to the
Indenture and (ii) declare the terms and conditions upon which the Notes Due
2000 are to be authenticated, issued and delivered, and in consideration of the
premises, of the purchase and acceptance of the Notes Due 2000 by the holders
thereof and of the sum of one dollar duly paid to it by the Trustee at the
execution of these presents, the receipt of which is hereby acknowledged, the
Company covenants and agrees with the Trustee, for the equal and proportionate
benefit of the respective holders from time to time of the Notes Due 2000, as
follows and of all holders of Debentures:
ARTICLE I
Amendments to the Indenture
---------------------------
SECTION 1.01. The Indenture is hereby amended to delete existing
Exhibit E, Exhibit F, Exhibit G, Exhibit H and Exhibit I and to add as Exhibits
to the Indenture new Exhibit E, Exhibit F, Exhibit G, Exhibit H, Exhibit I and
Exhibit J attached hereto.
SECTION 1.02. Section 2.05 of the Indenture is amended to (i) in
paragraph (f), change the reference to "clauses (b) through (e)" to "clauses (b)
through (h)" and redesignate such paragraph (f) as paragraph (i), (ii)
redesignate paragraph (g) as paragraph (j) and (iii) add new paragraphs (f), (g)
and (h) as follows:
"(f) Regulation S Global Note or U.S. Global Note to Definitive
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Debenture. If a holder of a beneficial interest in the Regulation S Global
----------
Note or the U.S.
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Global Note deposited with the Depository wishes at any time to transfer
its interest in such Regulation S Global Note or U.S. Global Note to a
person who is required to take delivery thereof in the form of a Definitive
Debenture, such holder may, subject to the rules and procedures of
Euroclear or Cedel or the Depository, as the case may be, and to the
requirements set forth in the following sentence, cause the exchange of
such interest for one or more Definitive Debentures of any authorized
denomination or denominations and of the same aggregate principal amount.
Upon receipt by the Trustee, as transfer agent, at its office in the City
of New York of (1) instructions from Euroclear or Cedel or the Depository,
as the case may be, directing the Trustee, as transfer agent, to
authenticate and deliver one or more Definitive Debentures of the same
aggregate principal amount as the beneficial interest in the Regulation S
Global Note or U.S. Global Note to be transferred, such instructions to
contain the name or names of the designated transferee or transferees, the
authorized denomination or denominations of the Definitive Debentures to be
so issued and appropriate delivery instructions, (2) a certificate in the
form of Exhibit J attached hereto given by the person or persons acquiring
the Definitive Debentures being transferred, to the effect set forth
therein, and (3) such other certifications, legal opinions or other
information as the Company may reasonably require to confirm that such
transfer is being made pursuant to an exemption from, or in a transaction
not subject to, the registration requirements of the Securities Act, then
Euroclear or Cedel, if applicable, or the Trustee, as transfer agent, as
the case may be, shall instruct the Depository, its nominee or the
custodian for the Depository, as the case may be, to reduce or reflect on
its records a reduction of the Regulation S Global Note or U.S. Global
Note, as the case may be, by the aggregate principal amount of the
beneficial interest therein to be transferred and the Trustee, as transfer
agent, shall instruct the Depository, concurrently with such reduction, to
debit or cause to be debited from the account of the person making such
transfer the beneficial interest in the Regulation S Global Note or U.S.
Global Note that is being transferred, and concurrently with such reduction
and debit the Company shall execute, and the Trustee shall authenticate and
deliver, one or more Definitive Debentures of the same
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aggregate principal amount in accordance with the instructions referred to
above.
(g) Definitive Debenture to Regulation S Global Note or U.S. Global
---------------------------------------------------------------
Note. If a holder of a Definitive Debenture wishes at any time to transfer
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such Definitive Debenture to a person who is required to take delivery
thereof in the form of an interest in a Regulation S Global Note or U.S.
Global Note, such holder may, subject to the rules and procedures of
Euroclear or Cedel or the Depository, as the case may be, cause the
transfer of such Definitive Debenture for an equivalent beneficial interest
in the Regulation S Global Note or U.S. Global Note. Upon receipt by the
Trustee, as transfer agent, at its office in the City of New York of (1)
such Definitive Debenture, duly endorsed as provided herein, (2)
instructions from such holder directing the Trustee, as transfer agent, to
credit or cause to be credited a beneficial interest in the Regulation S
Global Note or U.S. Global Note, as the case may be, equal to the principal
amount of the Definitive Debenture to be transferred, such instructions to
contain information regarding the participant account with the Depository
to be credited with such increase and (3) a certificate in the form of
Exhibit F attached hereto (in the event that the transfer is to the
Regulation S Global Note) or in the form of Exhibit G attached hereto (in
the event that the transfer is to the U.S. Global Note), then the Trustee,
as transfer agent, shall cancel or cause to be cancelled such Definitive
Debenture and shall instruct the Depository to increase or cause to be
increased such Regulation S Global Note or U.S. Global Note, as the case
may be, by the aggregate principal amount of the beneficial interest in the
Definitive Debenture to be transferred and to credit or cause to be
credited to the account of the person specified in such instructions a
beneficial interest in the Regulation S Global Note or U.S. Global Note, as
the case may be, equal to the principal amount of the Definitive Debenture
so cancelled.
(h) Definitive Debenture to Definitive Debenture. If a holder of a
---------------------------------------------
Definitive Debenture wishes at any time to transfer such Definitive
Debenture to a person who is required to take delivery thereof in the form
of a Definitive Debenture, such holder may, subject to the
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restrictions on transfer set forth herein and in such Definitive Debenture,
cause the transfer of such Definitive Debenture for one or more Definitive
Debentures of any authorized denomination or denominations and of the same
aggregate principal amount. Upon receipt by the Trustee, as transfer
agent, at its office in The City of New York of (1) such Definitive
Debenture, duly endorsed as provided herein, (2) instructions from such
holder directing the Trustee, as transfer agent, to authenticate and
deliver one or more Definitive Debentures of the same aggregate principal
amount as the Definitive Debenture to be transferred, such instructions to
contain the name or names of the designated transferee or transferees, the
authorized denomination or denominations of the Definitive Debentures to be
so issued and appropriate delivery instructions, (3) a certificate in the
form of Exhibit J attached hereto given by the person or persons acquiring
the Definitive Debentures being transferred, to the effect set forth
therein, and (4) such other certifications, legal opinions or other
information as the Company may reasonably require to confirm that such
transfer is being made pursuant to an exemption from, or in a transaction
not subject to, the registration requirements of the Securities Act, then
the Trustee, as transfer agent, shall cancel or cause to be cancelled such
Definitive Debenture and concurrently therewith, the Company shall execute,
and the Trustee shall authenticate and deliver, one or more Definitive
Debentures of the same aggregate principal amount in accordance with the
instructions referred to above."
SECTION 1.03. Section 2.09(a)(i) of the Indenture is amended to
delete the words "and Accredited Investors" from the first sentence thereof.
SECTION 1.04. Section 2.09(c) of the Indenture is amended to (i)
redesignate paragraph (i) as paragraph (ii), (ii) redesignate paragraph (ii) as
paragraph (iii), (iii) redesignate paragraph (iii) as paragraph (iv), (iv)
redesignate paragraph (iv) as paragraph (v), (v) redesignate paragraph (v) as
paragraph (vi) and (vi) add a new paragraph (i) as follows:
"(i) Except as otherwise specified in this Section 2.09(c), owners of
beneficial interests in global Notes will not be entitled to receive
physical
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delivery of certificated securities. Debentures initially offered and sold
to persons who are not Qualified Institutional Buyers and did not purchase
pursuant to Regulation S, will receive Definitive Debentures in the form of
Exhibit D to the Third Supplemental Indenture; provided, however, that upon
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transfer of such Definitive Debenture to a Qualified Institutional Buyer or
in accordance with Regulation S, such Definitive Debenture will, unless the
U.S. Global Note or Regulation S Global Note, as applicable, has previously
been exchanged, be exchanged for an interest in such U.S. Global Note or
Regulation S Global Note, as the case may be, pursuant to the provisions of
Section 2.05 hereof."
ARTICLE II
The 7-7/8% Notes Due 2000
-------------------------
SECTION 2.01. Specific Title and Terms. The Debentures shall be
-------------------------
known and designated as the "7-7/8% Notes Due 2000" of the Company (the "Notes
Due 2000").
The aggregate principal amount of the Notes Due 2000 which may be
authenticated and delivered under the Indenture is limited to $100,000,000,
except for Notes Due 2000 authenticated and delivered upon registration of
transfer of, or in exchange for, or in lieu of, other Notes Due 2000 as provided
in the Indenture. The stated maturity of the Notes Due 2000 shall be May 15,
2000, and they shall bear interest as set forth below, at the rate per annum set
forth in the preceding paragraph, until the principal thereof becomes due and
payable, and at such rate on any overdue principal and (to the extent that the
payment of such interest shall be legally enforceable) on any overdue
installment of interest. The interest rate may also be subject to increase,
upon written notice to the Trustee from the Company, pursuant to the terms of
the Exchange Registration Rights Agreement dated as of May 10, 1995, between the
Company and CS First Boston Corporation.
Each Note Due 2000 shall be dated the date of its authentication and,
except as otherwise provided in this Section, shall bear interest, payable
semiannually on May 15 and November 15 of each year, from the May 15 or November
15, as the case may be, next preceding the date of such Note Due 2000 to which
interest on the Notes Due 2000
8
has been paid, unless no interest has been paid on the Notes Due 2000, in which
case from the date on which such Note Due 2000 was originally issued, until
payment of the principal amount of such Note Due 2000 has been made or duly
provided for; provided, however, that the first such date on which any such
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interest shall be paid shall be November 15, 1995; provided, further, that, if
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the Company shall default in the payment of the interest due on such interest
payment date, then all such Notes Due 2000 shall bear interest from the May 15
or November 15, as the case may be, next preceding such interest payment date to
which interest has been paid or duly provided for, unless no interest has been
paid on the Notes Due 2000, in which case from the date on which the Notes Due
2000 are originally issued.
The regular record date for the payment of the interest payable and
punctually paid or duly provided for on any interest payment date shall be the
close of business on the May 1 or November 1 (whether or not a business day), as
the case may be, next preceding such interest payment date.
Interest shall be calculated on the basis of a 360-day year of twelve
30-day months. The Notes Due 2000 are exchangeable but not redeemable.
The person in whose name any Note Due 2000 is registered at the
regular record date with respect to an interest payment date shall be entitled
to receive the interest payable on such interest payment date notwithstanding
the cancellation of such Note Due 2000, upon any registration of transfer or
exchange thereof subsequent to such regular record date and prior to such
interest payment date; provided, however, that if and to the extent the Company
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shall default in the payment of the interest due on any interest payment date,
such defaulted interest shall be paid to the person in whose name such Note Due
2000 is registered at the close of business on a special record date for the
payment of such defaulted interest established by notice to the registered
holders of such Notes Due 2000 not less than 15 days preceding such special
record date.
The principal of and interest on the Notes Due 2000 shall be payable
at the office or agency of the Company in the Borough of Manhattan, The City and
State of New York; provided, however, that interest may be paid, at the option
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of the Company, by check mailed to the person entitled thereto at his address
last appearing on the register of the Company.
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SECTION 2.02. Denominations. The Notes Due 2000 shall be issuable
--------------
(i) in fully registered form without coupons in the denominations of $1000 or
any multiple thereof or (ii) in the form of one or more global Notes registered
in the name of the Depository or its nominee.
ARTICLE III
Miscellaneous
-------------
SECTION 3.01. Execution of Supplemental Indenture. This Third
------------------------------------
Supplemental Indenture is executed and shall be construed as an indenture
supplemental to the Indenture, and, as provided in the Indenture, this Third
Supplemental Indenture forms a part thereof. Except as herein expressly
otherwise defined, the use of the terms and expressions herein is in accordance
with the definitions, uses and constructions contained in the Indenture.
SECTION 3.02. Responsibility for Recitals, Etc. The recitals herein
---------------------------------
and in the Notes Due 2000 (except in the Trustee's certificate of
authentication) shall be taken as the statements of the Company, and the Trustee
assumes no responsibility for the correctness thereof. The Trustee makes no
representations as to the validity or sufficiency of this Third Supplemental
Indenture or of the Notes Due 2000. The Trustee shall not be accountable for
the use by the Company of the Notes Due 2000 or the proceeds thereof.
SECTION 3.03. Provisions Binding on Company Successors. All the
-----------------------------------------
covenants, stipulations, promises and agreements contained in this Third
Supplemental Indenture made by the Company shall bind its successors and assigns
whether so expressed or not.
SECTION 3.04. New York Contract. This Third Supplemental Indenture
------------------
and each Note Due 2000 shall be deemed to be a contract made under the laws of
the State of New York and for all purposes shall be construed in accordance with
the laws of said State.
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SECTION 3.05. Execution in Counterparts. This Third Supplemental
--------------------------
Indenture may be executed in any number of counterparts, each of which shall be
an original, but such counterparts shall together constitute but one and the
same instrument.
IN WITNESS WHEREOF, Cincinnati Milacron Inc. has caused this Third
Supplemental Indenture to be signed and acknowledged by its Chairman of the
Board of Directors, its President, one of its Vice Presidents or its Treasurer
and its corporate seal to be affixed hereunto, and the same to be attested by
its Secretary or one of its Assistant
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Secretaries, and BankAmerica National Trust Company, as Trustee, has caused this
Third Supplemental Indenture to be signed and acknowledged by one of its Vice
Presidents or Corporate Trust Officers, has caused its corporate seal to be
affixed hereunto, and the same to be attested by one of its Assistant
Secretaries, all as of the day and year first written above.
CINCINNATI MILACRON INC.,
by
/s/ Ronald D. Brown
-------------------------
Name: Ronald D. Brown
Title: Vice President-
Finance
[Seal]
Attest:
/s/ Wayne F. Taylor
---------------------
Name: Wayne F. Taylor
Title: Secretary
BANKAMERICA NATIONAL TRUST COMPANY,
by
/s/ Geovanni Barris
--------------------
Name: Geovanni Barris
Title: Assistant Vice
President
[Seal]
Attest:
/s/ John P. McGurn
--------------------
Name: John P. McGurn
Title: Assistant Vice
President
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STATE OF Ohio )
) ss.:
CITY OF Hamilton )
On the 15th day of May, 1995, before me personally came Ronald D.
---- ---------
Brown to me known, who, being by me duly sworn, did depose and say that he is
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Vice President-Finance of Cincinnati Milacron Inc., one of the corporations
- ----------------------
described in and which executed the above instrument; that he knows the
corporate seal of said corporation; that the seal affixed to said instrument is
said corporate seal; that it was so affixed by the authority of the Board of
Directors of said corporation; and that he signed his name thereto by like
authority.
(Seal)
/s/ Gloria E. Lucas
-------------------------
Notary Public
STATE OF New York )
) ss.:
COUNTY OF New York )
On the 16th day of May, 1995, before me personally came Geovanni
---- --------
Barris to me known, who, being by me duly sworn, did depose and say that he or
- ------
she is a Assistant Vice President of BankAmerica National Trust Company, one of
------------------------
the corporations described in and which executed the above instrument; that he
or she knows the corporate seal of said corporation; that the seal affixed to
said instrument is said corporate seal; that it was so affixed by the authority
of the Board of Directors of said corporation; and that he or she signed his or
her name thereto by like authority.
(Seal)
/s/ Robert Lau
-------------------------
Notary Public
EXHIBIT A
---------
[FORM OF U.S. GLOBAL NOTE]
TRANSFERS OF THIS GLOBAL NOTE SHALL BE LIMITED TO TRANSFERS IN WHOLE,
BUT NOT IN PART, TO THE DEPOSITORY TRUST COMPANY (THE "DEPOSITORY"), NOMINEES OF
THE DEPOSITORY OR A SUCCESSOR THEREOF OR SUCH SUCCESSOR'S NOMINEE, AND TRANSFERS
OF PORTIONS OF THIS GLOBAL NOTE SHALL BE LIMITED TO TRANSFERS MADE IN ACCORDANCE
WITH THE RESTRICTIONS SET FORTH IN THE INDENTURE REFERRED TO IN THIS GLOBAL
NOTE.
UNLESS THIS GLOBAL NOTE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE
OF THE DEPOSITORY TO THE COMPANY OR ITS AGENT FOR REGISTRATION OF TRANSFER,
EXCHANGE OR PAYMENT, AND ANY GLOBAL NOTE ISSUED IS REGISTERED IN THE NAME OF
CEDE & CO. ("CEDE") OR SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF THE DEPOSITORY (AND ANY PAYMENT HEREON IS MADE TO CEDE OR TO
SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY
OR TO ANY PERSON IS WRONGFUL SINCE THE REGISTERED OWNER HEREOF, CEDE, HAS AN
INTEREST HEREIN.
A-1
$100,000,000
CINCINNATI MILACRON INC.
7-7/8% NOTES DUE 2000
U.S. GLOBAL NOTE
CUSIP NO.: 172172 AF5 PRINCIPAL AMOUNT
REPRESENTED
$100,000,000
CINCINNATI MILACRON INC., a corporation duly organized and existing under
the laws of the State of Delaware (the "Company", which term includes any
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successor corporation under the Indenture hereinafter referred to), for value
received, hereby promises to pay to CEDE & Co., as the nominee of The Depository
Trust Company (the "Depository"), or registered assigns, the principal sum of
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ONE HUNDRED MILLION DOLLARS ($100,000,000) (or such lesser amount as shall be
the outstanding principal amount of this U.S. Global Note shown in Schedule A
----------
hereto) on May 15, 2000 (the "Stated Maturity"), and to pay interest thereon
---------------
semiannually in arrears on each May 15 and November 15 (each, an "Interest
--------
Payment Date"), beginning November 15, 1995, and at maturity, from the later of
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May 17, 1995, or the most recent Interest Payment Date to which interest has
been paid or duly provided for, at the rate of 7-7/8% per annum, until the
principal hereof becomes due and payable, and at such rate on any overdue
principal and on any overdue installments of interest (to the extent that the
payment of such interest shall be legally enforceable). The interest rate may
also be subject to increase pursuant to the terms of the Exchange Registration
Rights Agreement dated as of May 10, 1995 between the Company and CS First
Boston Corporation.
This security is the U.S. Global Note issued on the date hereof which
represents 100% of the principal face amount of the Company's 7-7/8% Notes Due
2000 (the "Notes") offered and sold in the United States to Qualified
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Institutional Buyers. This U.S. Global Note is one of the duly authorized
issues of securities of the Company (the "Debentures"), issued or to be issued
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in one or more series under the Indenture dated as of July 1, 1985 between the
Company and BankAmerica National Trust Company (formerly BankAmerica Trust
Company of New York), as supplemented by the First Supplemental Indenture dated
as of February 26, 1987, the Second Supplemental Indenture dated as of March 16,
1994 and the Third Supplemental Indenture dated as of May 17, 1995 (the
"Indenture"), to which Indenture reference is hereby made for a statement of the
---------
respective rights, limitations of rights, duties and immunities thereunder of
the Company, the Trustee and each of the holders of the Debentures and of the
terms upon which the
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Debentures are, and are to be, authenticated and delivered and transferred. All
terms used in this U.S. Global Note which are not defined herein shall have the
meanings assigned to them in the Indenture.
The interest payable hereunder, and punctually paid or duly provided for,
on any Interest Payment Date will be paid to the Person in whose name this U.S.
Global Note is registered at the close of business on the fifteenth day
immediately preceding such Interest Payment Date, or at 5:00 p.m., New York City
time, on such fifteenth day, if such fifteenth day is not a Business Day (the
"Regular Record Date"). "Business Day" with respect to the Debentures means any
-------------------
day that is not a Saturday, a Sunday or a day on which banking institutions or
trust companies in the City of New York are authorized or obligated by the law
or executive order to close. Any such interest not so punctually paid or duly
provided for shall forthwith cease to be payable to the registered holder on
such Regular Record Date by virtue of such Person having been such holder, and
may either be paid to the Person in whose name this U.S. Global Note is
registered at the close of business on a special record date to be fixed by the
Trustee for the payment of such defaulted interest, notice of which having been
given to each holder of Debentures of this series not less than 15 days prior to
such Special Record Date, or be paid at any time in any other lawful manner not
inconsistent with the requirements of any securities exchange on which the
Debentures of this series may be listed, and upon such notice as may be required
by such exchange, all as more fully provided in said Indenture.
Payment of the principal of and interest on this U.S. Global Note will be
made by the Company to the Trustee, and if such payments are made by the
Company, the Trustee in turn will make such payments to the Depository.
Interest on the Notes will be computed on the basis of a 360-day year of
twelve 30-day months. Each payment of interest in respect of an Interest
Payment Date will include interest accrued through the day before such Interest
Payment Date. If an Interest Payment Date falls on a day that is not a Business
Day, the interest payment to be made on such Interest Payment Date will be made
on the next succeeding Business Day with the same force and effect as if made on
such Interest Payment Date, and no additional interest will accrue as a result
of such delayed payment.
The Notes are not subject to redemption prior to Stated Maturity.
If an Event of Default with respect to the Notes shall have occurred and be
continuing, the principal of all the Debentures
A-3
of this series may be declared due and payable in the manner and with the effect
provided in the Indenture.
The Indenture permits, with certain exceptions as therein provided, the
amendment thereof and the modification of the rights and obligations of the
Company and the rights of the holders of the Debentures of each series to be
affected under the Indenture at any time by the Company and the Trustee with the
consent of the holders of not less than 66 2/3% in aggregate principal amount of
the Debentures at the time Outstanding of each series to be affected. The
Indenture also contains provisions permitting the holders of not less than 50%
in aggregate principal amount of the Debentures of any series at the time
Outstanding, on behalf of the holders of all the Debentures of such series, to
waive compliance by the Company with certain provisions of the Indenture and
certain past defaults under the Indenture and their consequences. Any such
consent or waiver by the holders of this U.S. Global Note shall be conclusive
and binding upon such holders and upon all future holders of interests in this
U.S. Global Note and of any U.S. Global Note issued upon the registration of
transfer hereof or in exchange herefor or in lieu hereof, whether or not
notation of such consent or waiver is made upon this U.S. Global Note.
Holders of Debentures may not enforce their rights pursuant to the
Indenture or the Debentures except as provided in the Indenture. No reference
herein to the Indenture and no provision of this U.S. Global Note or of the
Indenture shall alter or impair the obligation of the Company, which is absolute
and unconditional, to pay the principal of (and premium, if any) and interest on
this U.S. Global Note at the times, place and rate, and in the coin or currency,
herein prescribed.
Interests in this U.S. Global Note are exchangeable or transferable in
whole or in part for interests in a Temporary Global Note or a Regulation S
Global Note (each as defined in the Indenture), in each case of the same Series,
only if such exchange or transfer complies with the Indenture.
Under certain conditions set forth in the Indenture, interests in this U.S.
Global Note are exchangeable in whole or in part for duly executed and issued
Definitive Debentures in the form of Exhibit D to the Third Supplemental
Indenture.
The statements set forth in the legend, if any, set forth hereon are an
integral part of the terms of this U.S. Global Note and by acceptance hereof
each holder of this U.S. Global Note agrees to be subject to and bound by the
terms and provisions set forth in such legend.
A-4
The Notes are issuable only in registered form without coupons in
denominations of $1,000 and integral multiples thereof.
No service charge shall be made for any registration of transfer or
exchange, but the Company may require payment of a sum sufficient to cover any
tax or other governmental charge payable in connection therewith.
Prior to due presentment of this U.S. Global Note for registration of
transfer, the Company, the Trustee and any agent of the Company or the Trustee
may treat the Person in whose name this U.S. Global Note is registered as the
owner hereof for all purposes, whether or not this U.S. Global Note shall be
overdue, and neither the Company, the Trustee nor any such agent shall be
affected by notice to the contrary.
Unless the certificate of authentication hereon has been duly executed by
the Trustee by manual signature, this U.S. Global Note shall not be entitled to
any benefit under the Indenture or be valid or obligatory for any purposes.
THIS SECURITY HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS
AMENDED (THE "SECURITIES ACT"), OR ANY STATE SECURITIES LAWS. NEITHER THIS
SECURITY NOR ANY INTEREST OR PARTICIPATION HEREIN MAY BE REOFFERED, SOLD,
ASSIGNED, TRANSFERRED, PLEDGED, ENCUMBERED OR OTHERWISE DISPOSED OF IN THE
ABSENCE OF SUCH REGISTRATION OR UNLESS SUCH TRANSACTION IS EXEMPT FROM, OR NOT
SUBJECT TO, REGISTRATION.
THE HOLDER OF THIS SECURITY BY ITS ACCEPTANCE HEREOF AGREES TO OFFER, SELL
OR OTHERWISE TRANSFER SUCH SECURITY, PRIOR TO THE DATE (THE "RESALE RESTRICTION
TERMINATION DATE") WHICH IS THREE YEARS AFTER THE LATER OF THE ORIGINAL ISSUE
DATE HEREOF AND THE LAST DATE ON WHICH THE COMPANY OR ANY AFFILIATE OF THE
COMPANY WAS THE OWNER OF THIS SECURITY (OR ANY PREDECESSOR OF SUCH SECURITY),
ONLY (A) TO THE COMPANY, (B) PURSUANT TO A REGISTRATION STATEMENT WHICH HAS BEEN
DECLARED EFFECTIVE UNDER THE SECURITIES ACT, (C) FOR SO LONG AS THE SECURITIES
ARE ELIGIBLE FOR RESALE PURSUANT TO RULE 144A, TO A PERSON IT REASONABLY
BELIEVES IS A "QUALIFIED INSTITUTIONAL BUYER" AS DEFINED IN RULE 144A UNDER THE
SECURITIES ACT THAT PURCHASES FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF A
QUALIFIED INSTITUTIONAL BUYER TO WHOM NOTICE IS GIVEN THAT THE TRANSFER IS BEING
MADE IN RELIANCE ON RULE 144A, (D) PURSUANT TO OFFERS AND SALES THAT OCCUR
OUTSIDE THE UNITED STATES WITHIN THE MEANING OF REGULATION S UNDER THE
SECURITIES ACT, (E) TO AN INSTITUTIONAL "ACCREDITED INVESTOR" WITHIN THE MEANING
OF SUBPARAGRAPH (A)(1), (A)(2), (A)(3), OR (A)(7) OF RULE 501 UNDER THE
SECURITIES ACT THAT IS ACQUIRING THE SECURITY FOR ITS OWN ACCOUNT, OR FOR THE
ACCOUNT OF SUCH AN INSTITUTIONAL "ACCREDITED INVESTOR", IN EACH CASE FOR A
A-5
MINIMUM PURCHASE PRICE OF NOT LESS THAN $500,000, FOR INVESTMENT PURPOSES AND
NOT WITH A VIEW TO, OR FOR OFFER OR SALE IN CONNECTION WITH, ANY DISTRIBUTION IN
VIOLATION OF THE SECURITIES ACT, OR (F) PURSUANT TO ANOTHER AVAILABLE EXEMPTION
FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT, SUBJECT TO THE
COMPANY'S AND THE TRUSTEE'S RIGHT PRIOR TO ANY SUCH OFFER, SALE OR TRANSFER
PURSUANT TO CLAUSES (D), (E) OR (F) TO REQUIRE THE DELIVERY OF AN OPINION OF
COUNSEL, CERTIFICATION AND/OR OTHER INFORMATION SATISFACTORY TO EACH OF THEM,
AND IN EACH OF THE FOREGOING CASES, A CERTIFICATE OF TRANSFER IN THE FORM
APPEARING ON THE OTHER SIDE OF THIS SECURITY IS COMPLETED AND DELIVERED BY THE
TRANSFEROR TO THE TRUSTEE. THIS LEGEND WILL BE REMOVED UPON THE REQUEST OF THE
HOLDER AFTER THE RESALE RESTRICTION TERMINATION DATE.
* * * * *
A-6
IN WITNESS WHEREOF, the Company has caused this instrument to be duly
executed under its corporate seal.
Dated: May 17, 1995
CINCINNATI MILACRON INC.,
by_______________________
Name:
Title:
Corporate Seal
Attest:
by_______________________
Name:
Title:
CERTIFICATE OF AUTHENTICATION
This is one of the U.S. Global Notes issued
under the within-mentioned Indenture.
BANKAMERICA NATIONAL TRUST COMPANY, as Trustee
by_______________________
Authorized Signatory
A-7
CERTIFICATE OF TRANSFER
To transfer or assign this Note, fill in the form below:
I or we transfer and assign this Note to
_________________________________________________________________
(Insert assignee's tax I.D. number)
_________________________________________________________________
_________________________________________________________________
_________________________________________________________________
_________________________________________________________________
(Print or Type assignee's name, address and zip code)
and irrevocably appoint _____________________________ agent to transfer this
Note on the books of the Company. The agent may substitute another to act for
him.
Date:_____________ Your signature:_________________________
A-8
SCHEDULE A
----------
SCHEDULE OF EXCHANGES
---------------------
The following exchanges of Notes for Notes represented by this U.S. Global Note
have been made:
Change in
Principal principal Principal
Amount of this amount of this amount of this
U.S. Global U.S. Global U.S. Global Notation made
Note as of May Date exchange Note due to Note following by or on behalf
17, 1995 made exchange such change of the Company
- -------------- ------------- -------------- -------------- ---------------
$100,000,000
A-9
EXHIBIT B
---------
[FORM OF TEMPORARY GLOBAL NOTE]
ANY UNITED STATES PERSON WHO HOLDS THIS OBLIGATION WILL BE SUBJECT TO
LIMITATIONS UNDER THE UNITED STATES INCOME TAX LAWS, INCLUDING THE LIMITATIONS
PROVIDED IN SECTIONS 165(J) AND 1287(A) OF THE INTERNAL REVENUE CODE.
THIS NOTE IS A TEMPORARY GLOBAL NOTE, WITHOUT COUPONS, EXCHANGEABLE FOR A
REGULATION S GLOBAL NOTE. THE RIGHTS ATTACHING TO THIS TEMPORARY GLOBAL NOTE,
AND THE CONDITIONS AND PROCEDURES GOVERNING ITS EXCHANGE, ARE AS SPECIFIED IN
THE INDENTURE (AS DEFINED HEREIN).
B-1
$100,000,000
CINCINNATI MILACRON INC.
NOTES DUE 2000
TEMPORARY GLOBAL NOTE
ISIN NO.: USU 1716 PAB 05 PRINCIPAL AMOUNT
REPRESENTED
$100,000,000
CINCINNATI MILACRON INC., a corporation duly organized and existing under
the laws of the State of Delaware (the "Company", which term includes any
-------
successor corporation under the Indenture), for value received, hereby promises
to pay to CEDE & Co., as the nominee of The Depository Trust Company (the
"Depository"), or registered assigns, the principal sum of ONE HUNDRED MILLION
----------
DOLLARS ($100,000,000) (or such lesser amount as shall be the outstanding
principal amount of this Temporary Global Note shown in Schedule A hereto) on
----------
May 15, 2000 ("Stated Maturity"), and to pay interest thereon semiannually in
---------------
arrears on each May 15 and November 15 (each, an "Interest Payment Date"),
---------------------
beginning November 15, 1995, and at maturity, from May 17, 1995, or the most
recent Interest Payment Date to which interest has been paid or duly provided
for, at the rate of 7-7/8% per annum, until the principal hereof becomes due and
payable, and at such rate on any overdue principal and (to the extent that the
payment of such interest shall be legally enforceable) on any overdue
installments of interest. The interest rate may also be subject to increase
pursuant to the terms of the Exchange Registration Rights Agreement dated as of
May 10, 1995, between the Company and CS First Boston Corporation.
This security is the Temporary Global Note issued on the date hereof which
represents 100% of the principal face amount of the Company's 7-7/8% Notes Due
2000 (the "Notes") offered and sold in reliance on Regulation S. Such Temporary
-----
Global Note is one of the duly authorized issues of securities of the Company
(the "Debentures"), issued or to be issued in one or more series under the
----------
Indenture dated as of July 1, 1985 between the Company and BankAmerica National
Trust Company (formerly BankAmerica Trust Company of New York), as supplemented
by the First Supplemental Indenture dated as of February 26, 1987, the Second
Supplemental Indenture dated as of March 16, 1994 and the Third Supplemental
Indenture dated as of May 17, 1995 (the "Indenture"), to which Indenture
---------
reference is hereby made for a statement of the respective rights, limitations
of rights, duties and immunities thereunder of the Company, the Trustee and each
of
B-2
the holders of the Debentures and of the terms upon which the Debentures are,
and are to be, authenticated and delivered. All terms used in this Temporary
Global Note which are not defined herein shall have the meanings assigned to
them in the Indenture.
The interest payable hereunder, and punctually paid or duly provided for,
on any Interest Payment Date will be paid to the Person in whose name this
Temporary Global Note is registered at the close of business on the fifteenth
day immediately preceding such Interest Payment Date, or at 5:00 p.m., New York
City time, on such fifteenth day, if such fifteenth day is not a Business Day
(the "Regular Record Date"). "Business Day" with respect to the Debentures
-------------------
means any day that is not a Saturday, a Sunday or a day on which banking
institutions or trust companies in the City of New York are authorized or
obligated by the law or executive order to close. Any such interest not so
punctually paid or duly provided for shall forthwith cease to be payable to the
registered holder on such Regular Record Date by virtue of such Person having
been such holder, and may either be paid to the Person in whose name this
Temporary Global Note is registered at the close of business on a special record
date to be fixed by the Trustee for the payment of such defaulted interest,
notice of which having been given to each holder of Notes not less than 15 days
prior to such special record date, or be paid at any time in any other lawful
manner not inconsistent with the requirements of any securities exchange on
which the Notes may be listed, and upon such notice as may be required by such
exchange, all as more fully provided in said Indenture.
Payment of the principal of and interest on this Temporary Global Note will
be made by the Company to the Trustee, and if such payments are made by the
Company, the Trustee in turn will make such payments to the Depository.
Interest on the Notes will be computed on the basis of a 360-day year of
twelve 30-day months. Each payment of interest in respect of an Interest
Payment Date will include interest accrued through the day before such Interest
Payment Date. If an Interest Payment Date falls on a day that is not a Business
Day, the interest payment to be made on such Interest Payment Date will be made
on the next succeeding Business Day with the same force and effect as if made on
such Interest Payment Date, and no additional interest will accrue as a result
of such delayed payment.
Prior to expiration of the "40 day restricted period" (as defined in Rule
901 of Regulation S under the Securities Act) (the "40-day restricted period"),
------------------------
payments (if any) on this Temporary Global Note will only be paid to the bearer
hereof to the extent that there is presented by Cedel or Euroclear to the
Trustee a certificate, substantially in the form set out in
B-3
Exhibit H to the Indenture, to the effect that it has received from or in
- ---------
respect of a person entitled to a Note (as shown by its records) a certificate
from such person in or substantially in the form of Exhibit I to the Indenture.
---------
After the 40-day restricted period, the holder of this Temporary Global Note
will not be entitled to receive any payment hereon.
On or after the 40-day restricted period, interests in this Temporary
Global Note may be exchanged (free of charge) for interests in the Regulation S
Global Note in the form of Exhibit C to the Third Supplemental Indenture upon
---------
presentation of this Temporary Global Note by the bearer hereof at the office to
the Trustee at an office outside the United States of America, its territories
and possessions. The Regulation S Global Note shall be so issued and delivered
in exchange for only that portion of this Temporary Global Note in respect of
which there shall have been presented to the Trustee by Euroclear or Cedel a
certificate, substantially in the form set out in Exhibit H to the Indenture, to
---------
the effect that it has received from or in respect of a person entitled to a
Note (as shown by its records) a certificate from such person in or
substantially in the form of Exhibit I to the Indenture.
---------
If an Event of Default with respect to the Notes shall have occurred and be
continuing, the principal of all of the Debentures of this Series may be
declared due and payable in the manner and with the effect provided in the
Indenture.
The Indenture permits, with certain exceptions as therein provided, the
amendment thereof and the modification of the rights and obligations of the
Company and the rights of the holders of the Debentures of each series to be
affected under the Indenture at any time by the Company and the Trustee with the
consent of the holders of not less than 66 2/3% in aggregate principal amount of
the Debentures at the time Outstanding of each series to be affected. The
Indenture also contains provisions permitting the holders of not less than 50%
in aggregate principal amount of the Debentures of any series at the time
Outstanding, on behalf of the holders of all the Debentures of such series, to
waive compliance by the Company with certain provisions of the Indenture and
certain past defaults under the Indenture and their consequences. Any such
consent or waiver by the holder of a beneficial interest in this Temporary
Global Note shall be conclusive and binding upon such holder and upon all future
holders of this Temporary Global Note and of any Debenture issued upon the
registration of transfer hereof or in exchange herefor or in lieu hereof,
whether or not notation of such consent or waiver is made upon this Temporary
Global Note.
Holders of Debentures may not enforce their rights pursuant to the
Indenture or the Debentures except as provided in the
B-4
Indenture. No reference herein to the Indenture and no provision of this
Temporary Global Note or of the Indenture shall alter or impair the obligation
of the Company, which is absolute and unconditional, to pay the principal of
(and premium, if any) and interest on this Temporary Global Note at the times,
place and rate, and in the coin or currency, herein prescribed.
Interests in this Temporary Global Note are exchangeable or transferable in
whole or in part for interests in a U.S. Global Note or a Regulation S Global
Note (each as defined in the Indenture), in each case of the same Series, only
if such exchange or transfer complies with the Indenture.
On an exchange of the whole of this Temporary Global Note, this Temporary
Global Note shall be surrendered to the Trustee. Interests in this Temporary
Global Note will be transferable in accordance with the rules and procedures for
the time being of Euroclear or Cedel.
The statements set forth in the legend, if any, set forth hereon are an
integral part of the terms of this Temporary Global Note and by acceptance
hereof each holder of this Temporary Global Note agrees to be subject to and
bound by the terms and provisions set forth in such legend.
No service charge shall be made for any registration of transfer or
exchange, but the Company may require payment of a sum sufficient to cover any
tax or other governmental charge payable in connection therewith.
Prior to due presentment of this Temporary Global Note for registration of
transfer, the Company, the Trustee and any agent of the Company or the Trustee
may treat the Person in whose name this Temporary Global Note is registered as
the owner hereof for all purposes, whether or not this Temporary Global Note
shall be overdue, and neither the Company, the Trustee nor any such agent shall
be affected by notice to the contrary.
Unless the certificate of authentication hereon has been duly executed by
the Trustee by manual signature, this Temporary Global Note shall not be
entitled to any benefit under the Indenture or be valid or obligatory for any
purposes.
THIS SECURITY HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS
AMENDED (THE "SECURITIES ACT") OR ANY STATE SECURITIES LAWS. NEITHER THIS
SECURITY NOR ANY INTEREST OR PARTICIPATION HEREIN MAY BE REOFFERED, SOLD,
ASSIGNED, TRANSFERRED, PLEDGED, ENCUMBERED OR OTHERWISE DISPOSED OF IN THE
ABSENCE OF SUCH REGISTRATION OR UNLESS SUCH TRANSACTION IS EXEMPT FROM, OR NOT
SUBJECT TO, REGISTRATION.
B-5
THE HOLDER OF THIS SECURITY BY ITS ACCEPTANCE HEREOF AGREES TO OFFER, SELL
OR OTHERWISE TRANSFER SUCH SECURITY, PRIOR TO THE DATE (THE "RESALE RESTRICTION
TERMINATION DATE") WHICH IS THREE YEARS AFTER THE LATER OF THE ORIGINAL ISSUE
DATE HEREOF AND THE LAST DATE ON WHICH THE COMPANY OR ANY AFFILIATE OF THE
COMPANY WAS THE OWNER OF THIS SECURITY (OR ANY PREDECESSOR OF SUCH SECURITY),
ONLY (A) TO THE COMPANY, (B) PURSUANT TO A REGISTRATION STATEMENT WHICH HAS BEEN
DECLARED EFFECTIVE UNDER THE SECURITIES ACT, (C) FOR SO LONG AS THE SECURITIES
ARE ELIGIBLE FOR RESALE PURSUANT TO RULE 144A, TO A PERSON IT REASONABLY
BELIEVES IS A "QUALIFIED INSTITUTIONAL BUYER" AS DEFINED IN RULE 144A UNDER THE
SECURITIES ACT THAT PURCHASES FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF A
QUALIFIED INSTITUTIONAL BUYER TO WHOM NOTICE IS GIVEN THAT THE TRANSFER IS BEING
MADE IN RELIANCE ON RULE 144A, (D) PURSUANT TO OFFERS AND SALES THAT OCCUR
OUTSIDE THE UNITED STATES WITHIN THE MEANING OF REGULATION S UNDER THE
SECURITIES ACT, IN EACH CASE FOR A MINIMUM PURCHASE PRICE OF NOT LESS THAN
$500,000, FOR INVESTMENT PURPOSES AND NOT WITH A VIEW TO, OR FOR OFFER OR SALE
IN CONNECTION WITH, ANY DISTRIBUTION IN VIOLATION OF THE SECURITIES ACT, OR (E)
PURSUANT TO ANOTHER AVAILABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF
THE SECURITIES ACT, SUBJECT TO THE COMPANY'S AND THE TRUSTEE'S RIGHT PRIOR TO
ANY SUCH OFFER, SALE OR TRANSFER PURSUANT TO CLAUSES (D), OR (E) TO REQUIRE THE
DELIVERY OF AN OPINION OF COUNSEL, CERTIFICATION AND/OR OTHER INFORMATION
SATISFACTORY TO EACH OF THEM, AND IN EACH OF THE FOREGOING CASES, A CERTIFICATE
OF TRANSFER IN THE FORM APPEARING ON THE OTHER SIDE OF THIS SECURITY IS
COMPLETED AND DELIVERED BY THE TRANSFEROR TO THE TRUSTEE. THIS LEGEND WILL BE
REMOVED UPON THE REQUEST OF THE HOLDER AFTER THE RESALE RESTRICTION TERMINATION
DATE.
* * * * *
B-6
IN WITNESS WHEREOF, the Company has caused this instrument to be duly
executed under its corporate seal.
Dated: May 17, 1995
CINCINNATI MILACRON INC.,
by_______________________
Name:
Title:
Corporate Seal
Attest:
by_______________________
Name:
Title:
CERTIFICATE OF AUTHENTICATION
This is one of the Temporary Global Notes issued
under the within-mentioned Indenture.
BANKAMERICA NATIONAL TRUST COMPANY, as Trustee
by_______________________
Authorized Signatory
B-7
CERTIFICATE OF TRANSFER
To transfer or assign this Note, fill in the form below:
I or we transfer and assign this Note to
_________________________________________________________________
(Insert assignee's tax I.D. number)
_________________________________________________________________
_________________________________________________________________
_________________________________________________________________
_________________________________________________________________
(Print or Type assignee's name, address and zip code)
and irrevocably appoint _____________________________ agent to transfer this
Note on the books of the Company. The agent may substitute another to act for
him.
Date:_____________ Your signature:_________________________
B-8
SCHEDULE A
----------
SCHEDULE OF EXCHANGES
---------------------
The following exchanges of Notes for Notes represented by this Temporary Global
Note have been made:
Principal Change in Principal Notation
Amount of this principal amount of this made
Temporary amount of this Temporary by or on
Global Note as Date Temporary Global behalf of
of May 17, Exchange Global Note Note following the
1995 made due to exchange such change Company
- -------------- -------- --------------- -------------- ---------
$0
B-9
EXHIBIT C
---------
[FORM OF REGULATION S GLOBAL NOTE]
ANY UNITED STATES PERSON WHO HOLDS THIS OBLIGATION WILL BE SUBJECT TO
LIMITATIONS UNDER THE UNITED STATES INCOME TAX LAWS, INCLUDING THE LIMITATIONS
PROVIDED IN SECTIONS 165(J) AND 1287(A) OF THE INTERNAL REVENUE CODE.
THIS NOTE IS A PERMANENT GLOBAL NOTE, WITHOUT COUPONS, EXCHANGEABLE UNDER
CERTAIN LIMITED CIRCUMSTANCES FOR DEFINITIVE NOTES. THE RIGHTS ATTACHING TO
THIS PERMANENT GLOBAL NOTE ARE AS SPECIFIED IN THE INDENTURE (AS DEFINED
HEREIN).
THIS NOTE HAS NOT BEEN AND WILL NOT BE REGISTERED.
C-1
$100,000,000
CINCINNATI MILACRON INC.
NOTES DUE 2000
REGULATION S GLOBAL NOTE
ISIN NO.: USU 1716 PAB 05 PRINCIPAL AMOUNT
REPRESENTED
$100,000,000
CINCINNATI MILACRON INC., a corporation duly organized and existing under
the laws of the State of Delaware (the "Company", which term includes any
-------
successor corporation under the Indenture), for value received, hereby promises
to pay to CEDE & Co., as the nominee of The Depository Trust Company (the
"Depository"), or registered assigns, the principal sum of ONE HUNDRED MILLION
----------
DOLLARS ($100,000,000) (or such lesser amount as shall be the outstanding
principal amount of this Regulation S Global Note shown in Schedule A hereto) on
----------
May 15, 2000 (the "Stated Maturity Date"), and to pay interest thereon
--------------------
semiannually in arrears on each May 15 and November 15 (each, an "Interest
--------
Payment Date"), beginning November 15, 1995, and at maturity, from May 17, 1995
- ------------
or the most recent Interest Payment Date to which interest has been paid or duly
provided for, at the rate of 7-7/8% per annum, until the principal hereof
becomes due and payable, and at such rate on any overdue principal and (to the
extent that the payment of such interest shall be legally enforceable) on any
overdue installments of interest. The interest rate may also be subject to
increase pursuant to the terms of the Exchange Registration Rights Agreement
dated as of May 10, 1995 between the Company and CS First Boston Corporation.
This security is the Regulation S Global Note issued on the date hereof
which represents 100% of the principal face amount of the Company's 7-7/8% Notes
Due 2000 (the "Notes") deposited on behalf of the purchasers of the Notes with
-----
the custodian for the Depository for credit to their respective accounts at
Euroclear or Cedel. Such Regulation S Global Note is one of the duly authorized
issues of securities of the Company (the "Debentures"), issued or to be issued
----------
in one or more series under the Indenture dated as of July 1, 1985 between the
Company and BankAmerica National Trust Company (formerly BankAmerica Trust
Company of New York), as supplemented by the First Supplemental Indenture dated
as of February 26, 1987, the Second Supplemental Indenture dated as of March 16,
1994 and the Third Supplemental Indenture dated as of May 17, 1995 (the
"Indenture"), to which Indenture reference is hereby made for a statement of the
---------
C-2
respective rights, limitations of rights, duties and immunities thereunder of
the Company, the Trustee and each of the holders of the Debentures and of the
terms upon which the Debentures are, and are to be, authenticated and delivered.
All terms used in this Regulation S Global Note which are not defined herein
shall have the meanings assigned to them in the Indenture.
The interest payable hereunder, and punctually paid or duly provided for,
on any Interest Payment Date will be paid to the Person in whose name this
Regulation S Global Note is registered at the close of business on the fifteenth
day immediately preceding such Interest Payment Date, or at 5:00 p.m., New York
City time, on such fifteenth day, if such fifteenth day is not a Business Day
(the "Regular Record Date"). "Business Day" with respect to the Debentures
-------------------
means any day that is not a Saturday, a Sunday or a day on which banking
institutions or trust companies in the City of New York are authorized or
obligated by the law or executive order to close. Any such interest not so
punctually paid or duly provided for shall forthwith cease to be payable to the
registered holder on such Regular Record Date by virtue of such Person having
been such holder, and may either be paid to the Person in whose name this
Regulation S Global Note is registered at the close of business on a special
record date to be fixed by the Trustee for the payment of such defaulted
interest, notice of which having been given to each holder of Notes not less
than 15 days prior to such special record date, or be paid at any time in any
other lawful manner not inconsistent with the requirements of any securities
exchange on which the Notes may be listed, and upon such notice as may be
required by such exchange, all as more fully provided in said Indenture.
Payment of the principal of and interest on this Regulation S Global Note
will be made by the Company to the Trustee, and if such payments are made by the
Company, the Trustee in turn will make such payments to the Depository.
Interest on the Notes will be computed on the basis of a 360-day year of
twelve 30-day months. Each payment of interest in respect of an Interest
Payment Date will include interest accrued through the day before such Interest
Payment Date. If an Interest Payment Date falls on a day that is not a Business
Day, the interest payment to be made on such Interest Payment Date will be made
on the next succeeding Business Day with the same force and effect as if made on
such Interest Payment Date, and no additional interest will accrue as a result
of such delayed payment.
The Notes represented by this Regulation S Global Note were originally
represented by a Temporary Global Note.
C-3
Interests in this Regulation S Global Note will be transferable in
accordance with the rules and procedures for the time being of Euroclear or
Cedel. Each person who is shown in the records of Euroclear and Cedel as
entitled to a particular number of Notes by way of an interest in this
Regulation S Global Note will be treated by the Trustee and any paying agent as
the holder of such number of Notes, other than with respect to the payment of
principal and interest and other amounts payable on this Regulation S Global
Note, the right to which shall (except as provided below) be vested, as against
the Trustee and the paying agents, solely in the bearer of this Regulation S
Global Note. For purposes of this Regulation S Global Note, the securities
account records of Euroclear or Cedel shall, in the absence of manifest error,
be conclusive evidence of the identity of the holders of Notes and of the
principal amount of Notes represented by this Regulation S Global Note credited
to the securities accounts of such holders of Notes. Any statement issued by
Euroclear or Cedel to any holder relating to a specified Note or Notes credited
to the securities account of such holder and stating the principal amount of
such Note or Notes and certified by Euroclear or Cedel to be a true record of
such securities account shall, in the absence of manifest error, be conclusive
evidence of the records of Euroclear or Cedel for the purposes of the next
preceding sentence (but without prejudice to any other means of producing such
records in evidence).
If an Event of Default with respect to the Notes shall have occurred and be
continuing, the principal of all of the Notes may be declared due and payable in
the manner and with the effect provided in the Indenture. Notwithstanding any
provision to the contrary contained in this Regulation S Global Note, the
Company irrevocably agrees, for the benefit of such holder and its successors
and assigns, that upon the occurrence and continuance of an Event of Default,
each holder or its successor or assigns may without the consent and to the
exclusion of the bearer hereof, file any claim, take any action or institute any
proceeding to enforce, directly against the Company, the obligation of the
Company hereunder to pay any amount due in respect of each Note represented by
this Regulation S Global Note which is credited to such holder's securities
account with Euroclear or Cedel without the production of this Regulation S
Global Note; provided that the bearer hereof shall not theretofore have filed a
claim, taken action or instituted proceedings to enforce the same in respect of
such Note.
The Indenture permits, with certain exceptions as therein provided, the
amendment thereof and the modification of the rights and obligations of the
Company and the rights of the holders of the Debentures of each series to be
affected under the Indenture at any time by the Company and the Trustee with the
C-4
consent of the holders of not less than 66 2/3% in aggregate principal amount of
the Debentures at the time Outstanding of each series to be affected. The
Indenture also contains provisions permitting the holders of not less than 50%
in aggregate principal amount of the Debentures of any series at the time
Outstanding, on behalf of the holders of all the Debentures of such series, to
waive compliance by the Company with certain provisions of the Indenture and
certain past defaults under the Indenture and their consequences. Any such
consent or waiver by the holder of this Regulation S Global Note shall be
conclusive and binding upon such holder and upon all future holders of this
Regulation S Global Note and of any Debentures issued upon the registration of
transfer hereof or in exchange herefor or in lieu hereof, whether or not
notation of such consent or waiver is made upon this Regulation S Global Note.
Holders of Debentures may not enforce their rights pursuant to the
Indenture or the Debentures except as provided in the Indenture. No reference
herein to the Indenture and no provision of this Regulation S Global Note or of
the Indenture shall alter or impair the obligation of the Company, which is
absolute and unconditional, to pay the principal of (and premium, if any) and
interest on this Regulation S Global Note at the times, place and rate, and in
the coin or currency, herein prescribed.
Interests in this Regulation S Global Note are exchangeable or transferable
in whole or in part for interests in a U.S. Global Note (as defined in the
Indenture) of the same Series, only if such exchange or transfer complies with
the Indenture.
Under certain conditions set forth in the Indenture, interests in this
Regulation S Global Note are exchangeable in whole or in part for duly executed
and issued Definitive Debentures in the form of Exhibit D to the Third
Supplemental Indenture.
The statements set forth in the legend, if any, set forth hereon are an
integral part of the terms of this Regulation S Global Note and by acceptance
hereof each holder of this Regulation S Global Note agrees to be subject to and
bound by the terms and provisions set forth in such legend.
No service charge shall be made for any registration of transfer or
exchange, but the Company may require payment of a sum sufficient to cover any
tax or other governmental charge payable in connection therewith.
Prior to due presentment of this Regulation S Global Note for registration
of transfer, the Company, the Trustee and any agent of the Company or the
Trustee may treat the Person in whose name this Regulation S Global Note is
registered as the owner
C-5
hereof for all purposes, whether or not this Regulation S Global Note shall be
overdue, and neither the Company, the Trustee nor any such agent shall be
affected by notice to the contrary.
Unless the certificate of authentication hereon has been duly executed by
the Trustee by manual signature, this Regulation S Global Note shall not be
entitled to any benefit under the Indenture or be valid or obligatory for any
purposes.
THIS SECURITY HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1993, AS
AMENDED (THE "SECURITIES ACT") OR ANY STATE SECURITIES LAWS. NEITHER THIS
SECURITY NOR ANY INTEREST OR PARTICIPATION HEREIN MAY BE REOFFERED, SOLD,
ASSIGNED, TRANSFERRED, PLEDGED, ENCUMBERED OR OTHERWISE DISPOSED OF IN THE
ABSENCE OF SUCH REGISTRATION OR UNLESS SUCH TRANSACTION IS EXEMPT FROM, OR NOT
SUBJECT TO, REGISTRATION.
THE HOLDER OF THIS SECURITY BY ITS ACCEPTANCE HEREOF AGREES TO OFFER, SELL
OR OTHERWISE TRANSFER SUCH SECURITY, PRIOR TO THE DATE (THE "RESALE RESTRICTION
TERMINATION DATE") WHICH IS THREE YEARS AFTER THE LATER OF THE ORIGINAL ISSUE
DATE HEREOF AND THE LAST DATE ON WHICH THE COMPANY OR ANY AFFILIATE OF THE
COMPANY WAS THE OWNER OF THIS SECURITY (OR ANY PREDECESSOR OF SUCH SECURITY),
ONLY (A) TO THE COMPANY, (B) PURSUANT TO A REGISTRATION STATEMENT WHICH HAS BEEN
DECLARED EFFECTIVE UNDER THE SECURITIES ACT, (C) FOR SO LONG AS THE SECURITIES
ARE ELIGIBLE FOR RESALE PURSUANT TO RULE 144A, TO A PERSON IT REASONABLY
BELIEVES IS A "QUALIFIED INSTITUTIONAL BUYER" AS DEFINED IN RULE 144A UNDER THE
SECURITIES ACT THAT PURCHASES FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF A
QUALIFIED INSTITUTIONAL BUYER TO WHOM NOTICE IS GIVEN THAT THE TRANSFER IS BEING
MADE IN RELIANCE ON RULE 144A, (D) PURSUANT TO OFFERS AND SALES THAT OCCUR
OUTSIDE THE UNITED STATES WITHIN THE MEANING OF REGULATION S UNDER THE
SECURITIES ACT, (E) TO AN INSTITUTIONAL "ACCREDITED INVESTOR" WITHIN THE MEANING
OF SUBPARAGRAPH (A)(1), (A)(2), (A)(3), OR (A)(7) OF RULE 501 UNDER THE
SECURITIES ACT THAT IS ACQUIRING THE SECURITY FOR ITS OWN ACCOUNT, OR FOR THE
ACCOUNT OF SUCH AN INSTITUTIONAL "ACCREDITED INVESTOR, IN EACH CASE FOR A
MINIMUM PURCHASE PRICE OF NOT LESS THAN $500,000, FOR INVESTMENT PURPOSES AND
NOT WITH A VIEW TO, OR FOR OFFER OR SALE IN CONNECTION WITH, ANY DISTRIBUTION IN
VIOLATION OF THE SECURITIES ACT, OR (F) PURSUANT TO ANOTHER AVAILABLE EXEMPTION
FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT, SUBJECT TO THE
COMPANY'S AND THE TRUSTEE'S RIGHT PRIOR TO ANY SUCH OFFER, SALE OR TRANSFER
PURSUANT TO CLAUSES (D), (E) OR (F) TO REQUIRE THE DELIVERY OF AN OPINION OF
COUNSEL, CERTIFICATION AND/OR OTHER INFORMATION SATISFACTORY TO EACH OF THEM,
AND IN EACH OF THE FOREGOING CASES, A CERTIFICATE OF TRANSFER IN THE FORM
APPEARING ON THE OTHER SIDE OF THIS SECURITY IS COMPLETED AND DELIVERED BY
C-6
THE TRANSFEROR TO THE TRUSTEE. THIS LEGEND WILL BE REMOVED UPON THE REQUEST OF
THE HOLDER AFTER THE RESALE RESTRICTION TERMINATION DATE.
* * * * *
C-7
IN WITNESS WHEREOF, the Company has caused this instrument to be duly
executed under its corporate seal.
Dated: May 17, 1995
CINCINNATI MILACRON INC.,
by_______________________
Name:
Title:
Corporate Seal
Attest:
by_______________________
Name:
Title:
CERTIFICATE OF AUTHENTICATION
This is one of the Regulation S Global Notes issued
under the within-mentioned Indenture.
BANKAMERICA NATIONAL TRUST COMPANY, as Trustee
by_______________________
Authorized Signatory
C-8
CERTIFICATE OF TRANSFER
To transfer or assign this Note, fill in the form below:
I or we transfer and assign this Note to
_________________________________________________________________
(Insert assignee's tax I.D. number)
_________________________________________________________________
_________________________________________________________________
_________________________________________________________________
_________________________________________________________________
(Print or Type assignee's name, address and zip code)
and irrevocably appoint _____________________________ agent to transfer this
Note on the books of the Company. The agent may substitute another to act for
him.
Date:_____________ Your signature:_________________________
C-9
SCHEDULE A
----------
SCHEDULE OF EXCHANGES
---------------------
The following exchanges of Notes for Notes represented by this Regulation S
Global Note have been made:
Change in
Principal principal Principal
Amount of this amount of this amount of this
Regulation S Regulation S Regulation S
Global Note as Global Note Global Note Notation made
of May 17, Date exchange due to following by or on behalf
1995 made exchange such change of the Company
- -------------- ------------- -------------- -------------- ---------------
$0
C-10
EXHIBIT D
---------
[FORM OF DEFINITIVE DEBENTURE]
(Form of Face of Definitive Debenture due May 15, 2000)
THIS SECURITY HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1993, AS
AMENDED (THE "SECURITIES ACT") OR ANY STATE SECURITIES LAWS. NEITHER THIS
SECURITY NOR ANY INTEREST OR PARTICIPATION HEREIN MAY BE REOFFERED, SOLD,
ASSIGNED, TRANSFERRED, PLEDGED, ENCUMBERED OR OTHERWISE DISPOSED OF IN THE
ABSENCE OF SUCH REGISTRATION OR UNLESS SUCH TRANSACTION IS EXEMPT FROM, OR NOT
SUBJECT TO, REGISTRATION.
THE HOLDER OF THIS SECURITY BY ITS ACCEPTANCE HEREOF AGREES TO OFFER, SELL
OR OTHERWISE TRANSFER SUCH SECURITY, PRIOR TO THE DATE (THE "RESALE RESTRICTION
TERMINATION DATE") WHICH IS THREE YEARS AFTER THE LATER OF THE ORIGINAL ISSUE
DATE HEREOF AND THE LAST DATE ON WHICH THE COMPANY OR ANY AFFILIATE OF THE
COMPANY WAS THE OWNER OF THIS SECURITY (OR ANY PREDECESSOR OF SUCH SECURITY),
ONLY (A) TO THE COMPANY, (B) PURSUANT TO A REGISTRATION STATEMENT WHICH HAS BEEN
DECLARED EFFECTIVE UNDER THE SECURITIES ACT, (C) FOR SO LONG AS THE SECURITIES
ARE ELIGIBLE FOR RESALE PURSUANT TO RULE 144A, TO A PERSON IT REASONABLY
BELIEVES IS A "QUALIFIED INSTITUTIONAL BUYER" AS DEFINED IN RULE 144A UNDER THE
SECURITIES ACT THAT PURCHASES FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF A
QUALIFIED INSTITUTIONAL BUYER TO WHOM NOTICE IS GIVEN THAT THE TRANSFER IS BEING
MADE IN RELIANCE ON RULE 144A, (D) PURSUANT TO OFFERS AND SALES THAT OCCUR
OUTSIDE THE UNITED STATES WITHIN THE MEANING OF REGULATION S UNDER THE
SECURITIES ACT, (E) TO AN INSTITUTIONAL "ACCREDITED INVESTOR" WITHIN THE MEANING
OF SUBPARAGRAPH (A)(1), (A)(2), (A)(3), OR (A)(7) OF RULE 501 UNDER THE
SECURITIES ACT THAT IS ACQUIRING THE SECURITY FOR ITS OWN ACCOUNT, OR FOR THE
ACCOUNT OF SUCH AN INSTITUTIONAL "ACCREDITED INVESTOR, IN EACH CASE FOR A
MINIMUM PURCHASE PRICE NOT LESS THAN $500,000, FOR INVESTMENT PURPOSES AND NOT
WITH A VIEW TO, OR FOR OFFER OR SALE IN CONNECTION WITH, ANY DISTRIBUTION IN
VIOLATION OF THE SECURITIES ACT, OR (F) PURSUANT TO ANOTHER AVAILABLE EXEMPTION
FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT, SUBJECT TO THE
COMPANY'S AND THE TRUSTEE'S RIGHT PRIOR TO ANY SUCH OFFER, SALE OR TRANSFER
PURSUANT TO CLAUSES (D), (E) OR (F) TO REQUIRE THE DELIVERY OF AN OPINION OF
COUNSEL, CERTIFICATION AND/OR OTHER INFORMATION SATISFACTORY TO EACH OF THEM,
AND IN EACH OF THE FOREGOING CASES, A CERTIFICATE OF TRANSFER IN THE FORM
APPEARING ON THE OTHER SIDE OF THIS SECURITY IS COMPLETED AND DELIVERED BY THE
TRANSFEROR TO THE TRUSTEE. THIS LEGEND WILL BE REMOVED UPON THE REQUEST OF THE
HOLDER AFTER THE RESALE RESTRICTION TERMINATION DATE.
D-1
IN CONNECTION WITH ANY TRANSFER OF THIS SECURITY, THE HOLDER WILL DELIVER
TO THE REGISTRAR AND TRANSFER AGENT SUCH CERTIFICATES AND OTHER INFORMATION AS
SUCH REGISTRAR OR TRANSFER AGENT MAY REASONABLY REQUIRE TO CONFIRM THAT THE
TRANSFER COMPLIES WITH THE FOREGOING RESTRICTIONS.
* * * * *
D-2
R CUSIP NO.: 172172 AF5
See Reverse for Certain Definitions
CINCINNATI MILACRON INC.
7-7/8% NOTES DUE 2000
CINCINNATI MILACRON INC., a Delaware corporation, hereby promises to
pay to [ ], or its registered assigns, the principal sum of
[ ] DOLLARS on May 15, 2000.
Interest Payment Dates: May 15 and November 15.
Record Dates: May 1 and November 1.
Additional provisions of this Security are set forth on the other side
of this Security.
Dated:
CINCINNATI MILACRON INC.,
by _______________________
Chairman
[Seal]
Attest
_______________________
Secretary
CERTIFICATE OF AUTHENTICATION
This Security is one of the Definitive Debentures issued under the
within-mentioned Indenture.
BANKAMERICA NATIONAL TRUST COMPANY, as Trustee
by _______________________
D-3
(Form of Reverse of Definitive Debenture Due May 15, 2000)
CINCINNATI MILACRON INC.
7-7/8% Notes Due 2000
1. CINCINNATI MILACRON INC., a corporation duly organized and
existing under the laws of the State of Delaware (the "Company", which term
-------
includes any successor corporation under the Indenture hereinafter referred to),
for value received, hereby promises to pay interest on the principal amount of
this Security semiannually in arrears on each May 15 and November 15 (each, an
"Interest Payment Date"), beginning November 15, 1995, and at maturity, from the
---------------------
later of May 17, 1995 or the most recent Interest Payment Date on which interest
has been paid or duly provided for, at the rate of 7-7/8% per annum, until the
principal hereof becomes due and payable, and at such rate on any overdue
principal and on any overdue installments of interest (to the extent that the
payment of such interest shall be legally enforceable). The interest rate may
also be subject to increase pursuant to the terms of the Exchange Registration
Rights Agreement dated as of May 10, 1995, between the Company and CS First
Boston Corporation.
2. This Security is one of the duly authorized issues of securities
of the Company (the "Debentures"), issued or to be issued in one or more series
----------
under the Indenture dated as of July 1, 1985 between the Company and BankAmerica
National Trust Company (formerly BankAmerica Trust Company of New York), as
supplemented by the First Supplemental Indenture dated as of February 26, 1987,
the Second Supplemental Indenture dated as of March 16, 1994 and the Third
Supplemental Indenture dated as of May 17, 1995 (the "Indenture"), to which
---------
Indenture reference is hereby made for a statement of the respective rights,
limitations of rights, duties and immunities thereunder of the Company, the
Trustee and each of the holders of the Debentures and of the terms upon which
the Notes are, and are to be, authenticated and delivered. All terms used in
this Security which are not defined herein shall have the meanings assigned to
them in the Indenture.
3. The interest payable hereunder, and punctually paid or duly
provided for, on any Interest Payment Date will be paid to the Person in whose
name this Security is registered at the close of business on the fifteenth day
immediately preceding such Interest Payment Date, or at 5:00 p.m., New York City
time, on such fifteenth day, if such fifteenth day is not a Business Day (the
"Regular Record Date"). "Business Day" with respect to the Debentures means any
-------------------
day that is not a Saturday, a Sunday or a day on which banking institutions or
trust companies in the City of New York are authorized or obligated by law or
executive order
D-4
to close. Any such interest not so punctually paid or duly provided for shall
forthwith cease to be payable to the registered holder on such Regular Record
Date by virtue of such Person having been such holder, and may either be paid to
the Person in whose name this Security is registered at the close of business on
a special record date to be fixed by the Trustee for the payment of such
defaulted interest, notice of which having been given to each holder of
Debentures of this series not less than 15 days prior to such special record
date, or be paid at any time in any other lawful manner not inconsistent with
the requirements of any securities exchange on which the Debentures of this
series may be listed, and upon such notice as may be required by such exchange,
all as more fully provided in said Indenture.
4. Interest on this Security will be computed on the basis of a 360-
day year of twelve 30-day months. Each payment of interest in respect of an
Interest Payment Date will include interest accrued through the day before such
Interest Payment Date. If an Interest Payment Date falls on a day that is not a
Business Day, the interest payment to be made on such Interest Payment Date will
be made on the next succeeding Business Day with the same force and effect as if
made on such Interest Payment Date, and no additional interest will accrue as a
result of such delayed payment.
5. This Security is not subject to redemption prior to Stated
Maturity.
6. If an Event of Default with respect to this Security shall have
occurred and be continuing, the principal of this Security may be declared due
and payable in the manner and with the effect provided in the Indenture.
7. The Indenture permits, with certain exceptions as therein
provided, the amendment thereof and the modification of the rights and
obligations of the Company and the rights of the holders of the Debentures of
each series to be affected under the Indenture at any time by the Company and
the Trustee with the consent of the holders of not less than 66 2/3% in
aggregate principal amount of the Debentures at the time outstanding of each
series to be affected. The Indenture also contains provisions permitting the
holders of not less than 50% in aggregate principal amount of the Debentures of
any series at the time outstanding, on behalf of the holders of all the
Debentures of such series, to waive compliance by the Company with certain
provisions of the Indenture and certain past defaults under the Indenture and
their consequences. Any such consent or waiver by the holder of this Security
shall be conclusive and binding upon such holder and upon all future holders of
this Security and of any Debenture issued upon the registration of transfer
hereof or
D-5
in exchange herefor or in lieu hereof, whether or not notation of such consent
or waiver is made upon this Security.
8. Holders of Debentures may not enforce their rights pursuant to the
Indenture or the Debentures except as provided in the Indenture. No reference
herein to the Indenture and no provision of this Security or of the Indenture
shall alter or impair the obligation of the Company, which is absolute and
unconditional, to pay the principal of (and premium, if any) and interest on
this Security at the times, place and rate, and in the coin or currency, herein
prescribed.
9. The statements set forth in the legend, if any, set forth hereon
are an integral part of the terms of this Security and by acceptance hereof each
holder of this Security agrees to be subject to and bound by the terms and
provisions set forth in such legend.
10. The definitive Securities of this series of Debentures are
issuable only in registered form without coupons in denominations of $1,000 and
integral multiples thereof.
11. No service charge shall be made for any registration of transfer
or exchange , but the Company may require payment of a sum sufficient to cover
any tax or other governmental charge payable in connection therewith.
12. Prior to due presentment of this Security for registration of
transfer, the Company, the Trustee and any agent of the Company or the Trustee
may treat the Person in whose name this Security as the owner hereof for all
purposes, whether or not this Security is registered shall be overdue, and
neither the Company, the Trustee nor any such agent shall be affected by notice
to the contrary.
13. Unless the certificate of authentication hereon has been duly
executed by the Trustee by manual signature, this Security shall not be entitled
to any benefit under the Indenture or be valid or obligatory for any purposes.
* * * * *
D-6
CERTIFICATE OF TRANSFER
To transfer or assign this Security, fill in the form below:
I or we transfer and assign this Security to
_________________________________________________________________
_________________________________________________________________
_________________________________________________________________
(Print or Type assignee's name, address and zip code)
_________________________________________________________________
(Insert assignee's Soc. Sec. or tax I.D. No.)
and irrevocably appoint _____________________________ agent to transfer this
Security on the books of the Company. The agent may substitute another to act
for him.
Date:_____________ Your signature:_________________________
D-7
EXHIBIT E
---------
[FORM OF TRANSFER CERTIFICATE
FOR EXCHANGE OR TRANSFER FROM U.S. GLOBAL
NOTE TO TEMPORARY GLOBAL NOTE]
[Trustee or Transfer Agent]
[address]
Re: CINCINNATI MILACRON INC.
$[ ]
--------------------------------
Reference is hereby made to the Indenture dated as of July 1, 1985 (the
"Indenture") between CINCINNATI MILACRON INC. (the "Company") and BANKAMERICA
--------- -------
NATIONAL TRUST COMPANY (formerly BANKAMERICA TRUST COMPANY OF NEW YORK) (the
"Trustee"), as supplemented by the First Supplemental Indenture dated as of
-------
February 26, 1987, the Second Supplemental Indenture dated as of March 16, 1994
and the Third Supplemental Indenture dated as of May 17, 1995. Capitalized
terms not defined in this Certificate shall have the meanings given to them in
the Indenture.
This letter relates to ________________ principal amount of Notes
represented by a beneficial interest in the U.S. Global Note (CUSIP No. ___)
held with the Depository by or on behalf of [transferor] as beneficial owner
(the "Transferor"). The Transferor has requested an exchange or transfer of its
----------
beneficial interest for an interest in the Temporary Global Note (CUSIP (CINS)
No. ___) to be held with [Euroclear] [Cedel] (ISIN Code ___) (Common Code ___)
through the Depository.
In connection with such request and in respect of such Notes, the
Transferor does hereby certify that such exchange or transfer has been effected
in accordance with the transfer restrictions set forth in the Notes and pursuant
to and in accordance with Regulation S under the Securities Act, and accordingly
the Transferor does hereby certify that:
(1) the offer of the Notes was not made to a person in the United
States;
(2) (A) at the time the buy order was originated, the transferee was
outside the United States or the Transferor and any person
acting on its behalf reasonably believed that the transferee
was outside the United States, or
(B) the transaction was executed in, on or through the
facilities of a designated offshore securities market and
neither the
E-1
Transferor nor any person acting on its behalf knows that
the transaction was prearranged with a buyer in the United
States;
(3) no directed selling efforts have been made in contravention of
the requirements of Rule 903(b) or 904(b) of Regulation S, as applicable;
(4) the transaction is not part of a plan or scheme to evade the
registration requirements of the Securities Act; and
(5) upon completion of the transaction, the beneficial interest being
transferred as described above was held with the Depository through
Euroclear or Cedel or both (Common Code ___ (ISIN Code ___)).
This certificate and the statements contained herein are made for your
benefit and the benefit of the Company and the dealers.
[Insert Name of Transferor]
By: ______________________
Name:
Title:
Dated: _________, 199_
E-2
EXHIBIT F
---------
[FORM OF TRANSFER CERTIFICATE FOR TRANSFER
OR EXCHANGE FROM U.S. GLOBAL NOTE OR DEFINITIVE DEBENTURE
TO REGULATION S GLOBAL NOTE]
[Trustee or Transfer Agent]
[address]
Re: CINCINNATI MILACRON INC.
$[ ]
----------------------------------
Reference is hereby made to the Indenture dated as of July 1, 1985 (the
"Indenture") between CINCINNATI MILACRON INC. (the "Company") and BANKAMERICA
--------- -------
NATIONAL TRUST COMPANY (formerly BANKAMERICA TRUST COMPANY OF NEW YORK) (the
"Trustee"), as supplemented by the First Supplemental Indenture dated as of
-------
February 26, 1987, the Second Supplemental Indenture dated as of March 16, 1994
and the Third Supplemental Indenture dated as of May 17, 1995. Capitalized
terms not defined in this Certificate shall have the meanings given to them in
the Indenture.
This letter relates to ________________ principal amount of Notes
[represented by a beneficial interest in the U.S. Global Note (CUSIP No. ___)
held with the Depository by or on behalf of] [held in the form of a Definitive
Debenture by] [transferor] as beneficial owner (the "Transferor"). The
----------
Transferor has requested an exchange or transfer of its interest for an interest
in the Regulation S Global Note (CUSIP No.[___]).
In connection with such request and in respect of such Notes, the
Transferor does hereby certify that such exchange or transfer has been effected
in accordance with the transfer restrictions set forth in the Notes and (i)
that, with respect to transfers made in reliance on Regulation S under the
Securities Act:
(i)(1) the offer of the Notes was not made to a person in the United
States;
(2) (A) at the time the buy order was originated, the transferee was
outside the United States or the Transferor and any person
acting on its behalf reasonably believed that the transferee
was outside the United States, or
(B) the transaction was executed in, on or through the
facilities of a designated offshore securities market and
neither the Transferor nor any person acting on its behalf
knows that the transaction was pre-arranged with a buyer in
the United States;
F-1
(3) no directed selling efforts have been made in contravention of
the requirements of Rule 903(b) or 904(b) of Regulation S, as applicable,
and
(4) the transaction is not part of a plan or scheme to evade the
registration requirements of the Securities Act;
or (ii) that, with respect to transfers made in reliance on Rule 144 under the
Securities Act, the Notes are being transferred in a transaction permitted by
Rule 144 under the Securities Act.
This certificate and the statements contained herein are made for your
benefit and the benefit of the Company and the dealers.
[Insert Name of Transferor]
By: ______________________
Name:
Title:
Dated: __________, 199_
F-2
EXHIBIT G
---------
[FORM OF TRANSFER CERTIFICATE FOR TRANSFER OR
EXCHANGE FROM TEMPORARY GLOBAL NOTE, REGULATION
S GLOBAL NOTE OR DEFINITIVE DEBENTURE
TO U.S. GLOBAL NOTE]
[Trustee or Transfer Agent]
[address]
Re: CINCINNATI MILACRON INC.
$[ ]
--------------------------------
Reference is hereby made to the Indenture dated as of July 1, 1985 (the
"Indenture") between CINCINNATI MILACRON INC. (the "Company") and BANKAMERICA
--------- -------
NATIONAL TRUST COMPANY (formerly BANKAMERICA TRUST COMPANY OF NEW YORK) (the
"Trustee"), as supplemented by the First Supplemental Indenture dated as of
-------
February 26, 1987, the Second Supplemental Indenture dated as of March 16, 1994
and the Third Supplemental Indenture dated as of May 17, 1995. Capitalized
terms not defined in this Certificate shall have the meanings given to them in
the Indenture.
This letter relates to __________________ principal amount of Notes which
are held in the form of the [Temporary Global Note/Regulation S Global
Note/Definitive Debenture] (CUSIP No. ) with [[Euroclear/Cedel] (ISIN Code [
]) (Common Code [ ]) through the Depository by or on behalf of] [by]
[transferor] as beneficial owner (the "Transferor"). The Transferor has
----------
requested an exchange or transfer of its interest in the Notes for an interest
in the U.S. Global Note (CUSIP No. [ ]).
In connection with such request, and in respect of such Notes, the
Transferor does hereby certify that such Notes are being transferred in
accordance with Rule 144A under the United States Securities Act of 1933, as
amended (the "Securities Act") to a transferee that the Transferor reasonably
--------------
believes is purchasing the Notes for its own account or an account with respect
to which the transferee exercises sole investment discretion and the transferee
and any such account is a "qualified institutional buyer" within the meaning of
Rule 144A, in each case in a transaction meeting the requirements of Rule 144A
and in accordance with any applicable securities laws of any state of the United
States or any other jurisdiction.
G-1
This certificate and the statements contained herein are made for your
benefit and the benefit of the Company and the dealers of the Notes.
[Insert Name of Transferor]
By: _____________________
Name:
Title:
Dated: ________________, 199_
G-2
EXHIBIT H
---------
FORM OF CLEARING SYSTEM CERTIFICATE
-----------------------------------
Re: CINCINNATI MILACRON INC.
$[ ]
----------------------------------
Reference is hereby made to the Indenture dated as of July 1, 1985 (the
"Indenture") between CINCINNATI MILACRON INC. (the "Company") and BANKAMERICA
--------- -------
NATIONAL TRUST COMPANY (formerly BANKAMERICA TRUST COMPANY OF NEW YORK (the
"Trustee"), as supplemented by the First Supplemental Indenture dated as of
-------
February 26, 1987, the Second Supplemental Indenture dated as of March 16, 1994
and the Third Supplemental Indenture dated as of May 17, 1995. Capitalized
terms not defined in this Certificate shall have the meanings given to them in
the Indenture.
This is to certify that, based solely on certifications we have received in
writing, by tested telex or by electronic transmission from member organizations
appearing in our records as persons being entitled to a portion of the principal
amount set forth below (our "Member Organizations") substantially to the effect
--------------------
set forth in the Indenture relating to the above-captioned Notes as of the date
hereof, ______________ principal amount of the Notes (i) is owned by persons
that are not citizens or residents of the United States, domestic partnerships,
domestic corporations or any estate or trust the income of which is subject to
United States Federal income taxation regardless of its source ("United States
-------------
persons"), (ii) is owned by United States persons that (a) are foreign branches
- -------
of United States financial institutions (as defined in U.S. Treasury Regulations
Section 1.165-12(c)(l)(v) ("financial institutions")) purchasing for their own
account or for resale, or (b) acquired the Notes through foreign branches of
United States financial institutions and who hold the Notes through such United
States financial institutions on the date hereof (and in either case (a) or (b),
each such United States financial institution has agreed, on its own behalf or
through its agent, that we may advise the Company or the Company's agent that it
will comply with the requirements of Section 165(j)(3)(A), (B) or (C) of the
Internal Revenue Code of 1986, as amended, and the regulations thereunder), or
(iii) is owned by United States or foreign financial institutions for purposes
of resale during the restricted period (as defined in U.S. Treasury Regulations
Section l.163-5(c)(2)(i)(D)(7), and to the further effect that United States or
foreign financial institutions described in clause (iii) above (whether or not
also described in clause (i) or (ii)) have certified that they have not acquired
the Notes for purposes of resale directly or indirectly to a United States
person or to a person within the United States or its possessions.
If the Notes are of the category contemplated in Section 230.903(c) (3) of
Regulation S under the Securities Act of 1933,
H-1
as amended (the "Act") then this is also to certify with respect to the
---
principal amount of Notes set forth above that, except as set forth below, we
have received in writing, by tested telex or by electronic transmission, from
our Member Organizations entitled to portion of such principal amount,
certifications with respect to such portion substantially to the effect set
forth in the Indenture.
We further certify (i) that we are not making available herewith for
exchange (or, if relevant, exercise of any rights or collection of any interest)
any portion of the Temporary Global Security excepted in such certifications and
(ii) that as of the date hereof we have not received any notification from any
of our Member Organizations to the effect that the statements made by such
Member Organizations with respect to any portion of the part submitted herewith
for exchange (or, if relevant, exercise of any rights or collection of any
interest) are no longer true and cannot be relied upon as the date hereof.
We understand that this certification is required in connection with
certain tax laws and, if applicable, certain securities laws of the United
States. In connection therewith, if administrative or legal proceedings are
commenced or threatened in connection with which this certification is or would
be relevant, we irrevocably authorize you to produce this certification to any
interested party in such proceedings.
Dated: ____________________, 199 /1/
-
Yours faithfully,
[MORGAN GUARANTY TRUST COMPANY OF NEW YORK,
Brussels office, as operator of the Euroclear
System]
or
[CEDEL S.A.]
By _______________________________
- ----------
/1/ To be dated no earlier than the earliest of the Exchange Date or the
-
relevant Interest Payment Date or the redemption date (as the case may be).
H-2
EXHIBIT I
---------
FORM OF CERTIFICATE OF BENEFICIAL OWNERSHIP
-------------------------------------------
Re: CINCINNATI MILACRON INC.
$[ ]
-----------------------------------
Reference is hereby made to the Indenture dated as of July 1, 1985 (the
"Indenture") between CINCINNATI MILACRON INC. (the "Company") and BANKAMERICA
--------- -------
NATIONAL TRUST COMPANY (formerly BANKAMERICA TRUST COMPANY OF NEW YORK) (the
"Trustee"), as supplemented by the First Supplemental Indenture dated as of
-------
February 26, 1987, the Second Supplemental Indenture dated as of March 16, 1994
and the Third Supplemental Indenture dated as of May 17, 1995. Capitalized
terms not defined in this Certificate shall have the meanings given to them in
the Indenture.
This is to certify that as of the date hereof, and except as set forth
below, the above-captioned Notes held by you for our account (i) are owned by
persons that are not citizens or residents of the United States, domestic
partnerships, domestic corporations or any estate or trust the income of which
is subject to United States Federal income taxation regardless of its source
("United States persons"), (ii) are owned by United States person(s) that (a)
---------------------
are foreign branches of a United States financial institution (as defined in
U.S. Treasury Regulations Section 1.165-12(c)(l)(v)) ("financial institutions")
----------------------
purchasing for their own account or for resale, or (b) acquired the Securities
through foreign branches of United States financial institutions and who hold
the Notes through such United States financial institutions on the date hereof
(and in either case (a) or (b), each such United States financial institution
hereby agrees, on its own behalf or through its agent, that you may advise the
issuer or the issuer's agent that it will comply with the requirements of
Section 165(j)(3)(A), (B) or (C) of the Internal Revenue Code of 1986, as
amended, and the regulations thereunder), or (iii) are owned by United States or
foreign financial institution(s) for purposes of resale during the restricted
period (as defined in U.S. Treasury Regulation Section 1.163-5(c)(2)(i)(D)(7)),
and in addition if the owner of the Notes is a United States or foreign
financial institution described in clause (iii) above (whether or not also
described in clause (i) or (ii)) this is to further certify that such financial
institution has not acquired the Notes for purposes of resale directly or
indirectly to a United States person or to a person within the United States or
its possessions.
If the Notes are of the category contemplated in Section 230.903(c)(3) of
Regulation S under the Securities Act of 1933, as amended (the "Act"), then this
---
is also to certify that, except as set forth below, (i) in the case of debt
securities, the Notes are beneficially owned by (a) non-U.S. person(s) or (b)
I-1
U.S. person(s) who purchased the Notes in transactions which did not require
registration under the Act; or (ii) in the case of equity securities, the Notes
are owned by (x) non-U.S. persons (and such person(s) are not acquiring the
Notes for the account or benefit of U.S. person(s)) or (y) U.S. person(s) who
purchased the Notes in a transaction which did not require registration under
the Act. If this certification is being delivered in connection with the
exercise of warrants pursuant to Section 230.902(m) of Regulation S under the
Act, then this is further to certify that, except as set forth below, the Notes
are being exercised by and on behalf of non-U.S. person(s). As used in this
paragraph the terms "U.S. person" has the meaning given to it by Regulation S
under the Act.
As used herein, "United States" means the United States of America
(including the States and the District of Columbia); and its "possessions"
include Puerto Rico, the U.S. Virgin Islands, Guam, American Samoa, Wake Island
and the Northern Mariana Islands.
We undertake to advise you promptly by tested telex on or prior to the date
on which you intend to submit your certification relating to the Notes held by
you for our account in accordance with your operating procedures if any
applicable statement herein is not correct on such date, and in the absence of
any such notification it may be assumed that this certification applies as of
such date.
I-2
We understand that this certification is required in connection with
certain tax laws and, if applicable, certain securities laws of the United
States. In connection therewith, if administrative or legal proceedings are
commenced or threatened in connection with which this certification is or
would be relevant, we irrevocably authorize you to produce this certification to
any interested party in such proceedings.
Date: ______________, 19__/2/
-
By: _____________________________________________
As, or as agent for, the beneficial owner(s) of the Notes to which this
certificate relates.
- ----------
/2/ Not earlier than 15 days prior to the certification event to which the
-
certification relates.
I-3
EXHIBIT J
---------
Form of Letter to be Delivered by Accredited Investors
------------------------------------------------------
Cincinnati Milacron Inc.
4701 Marburg Avenue
Cincinnati, Ohio 45209
and
CS FIRST BOSTON CORPORATION
BT SECURITIES CORPORATION
J.P. MORGAN SECURITIES INC.
As Initial Purchasers
c/o CS First Boston Corporation
Park Avenue Plaza,
New York, N.Y. 10055
Dear Sirs:
We are delivering this letter in connection with an offering of $[
] (the "Securities") of Cincinnati Milacron Inc., a Delaware corporation (the
"Company"), all as described in the Confidential Offering Circular (the
"Offering Circular") relating to the offering.
We hereby confirm that:
(i) we are an "accredited investor" within the meaning of Rule 501(a)(1),
(2) or (3) under the Securities Act of 1933, as amended (the "Securities Act"),
or an entity in which all of the equity owners are accredited investors within
the meaning of Rule 501(a)(1), (2) or (3) under the Securities Act (an
"Institutional Accredited Investor");
(ii) (A) any purchase of the Securities by us will be for our own account or
for the account of one or more other Institutional Accredited Investors or as
fiduciary for the account of one or more trusts, each of which is an "accredited
investor" within the meaning of Rule 501(a)(7) under the Securities Act and for
each of which we exercise sole investment discretion or (B) we are a "bank",
within the meaning of Section 3(a)(2) of the Securities Act, or a "savings and
loan association" or other institution described in Section 3(a)(5)(A) of the
Securities Act, that is acquiring the Securities as fiduciary for the account of
one or more institutions for which we exercise sole investment discretion;
(iii) in the event that we purchase any of the Securities, we will acquire
Securities having a minimum purchase price of not less than $500,000 for our own
account or for any separate account for which we are acting;
J-1
(iv) we have such knowledge and experience in financial and business matters
that we are capable of evaluating the merits and risks of purchasing the
Securities;
(v) we are not acquiring the Securities with a view to distribution thereof
or with any present intention of offering or selling any of the Securities,
except inside the United States in accordance with Rule 144A under the
Securities Act or outside the United States in accordance with Regulation S
under the Securities Act, as provided below; provided that the disposition of
our property and the property of any accounts for which we are acting as
fiduciary shall remain at all times within our control; and
(vi) we have received a copy of the Offering Circular relating to the
offering of the Securities and acknowledge that we have had access to such
financial and other information, and have been afforded the opportunity to ask
such questions of representatives of the Company and receive answers thereto, as
we deem necessary in connection with our decision to purchase the Securities.
We understand that the Securities are being offered in a transaction not
involving any public offering within the United States within the meaning of the
Securities Act and that the Securities have not been and will not be registered
under the Securities Act, and we agree, on our own behalf and on behalf of each
account for which we acquire any Securities, that if in the future we decide to
resell, pledge or otherwise transfer such Securities, such Securities may be
offered, resold, pledged or otherwise transferred only (i) pursuant to an
effective registration statement under the Securities Act, (ii) inside the
United States to a person who we reasonably believe is a "qualified
institutional buyer" (as defined in Rule 144A under the Securities Act) in a
transaction meeting the requirements of Rule 144A, or (iii) outside the United
States in a transaction meeting the requirements of Rule 904 under the
Securities Act and (iv) in each case, in accordance with any applicable
securities laws of any State of the United States or any other applicable
jurisdiction. We understand that the registrar and transfer agent for the
Securities will not be required to accept for registration of transfer any
Securities acquired by us, except upon presentation of evidence satisfactory to
the Company and the transfer agent that the foregoing restrictions on transfer
have been complied with. We further understand that any Securities acquired by
us will be in the form of definitive physical certificates and that such
certificates bear a legend reflecting the substance of this paragraph.
We acknowledge that you, the Company and others will rely upon our
confirmations, acknowledgements and agreements set forth herein, and we agree to
notify you promptly in writing if any of our representations or warranties
herein ceases to be accurate and complete.
J-2
THIS LETTER SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS
OF THE STATE OF NEW YORK, WITHOUT REGARD TO PRINCIPLES OF CONFLICTS OF LAWS.
Date:______________________ __________________________
(Name of Purchaser)
By:_______________________
Name:
Title:
Address:
J-3