EXHIBIT 99.9
SEVENTH AMENDMENT
TO THIRD AMENDED AND RESTATED
RECEIVABLES PURCHASE AGREEMENT
dated as of December 22, 2003
among
MILACRON INC.,
MILACRON COMMERCIAL CORP.,
as Seller,
D-M-E COMPANY,
as DME Subservicer,
UNILOY MILACRON INC.,
as Subservicer,
MILACRON MARKETING COMPANY,
as initial Servicer,
MARKET STREET FUNDING CORPORATION,
as Purchaser,
and
PNC BANK, NATIONAL ASSOCIATION,
as Administrator.
This SEVENTH AMENDMENT TO THE THIRD AMENDED AND RESTATED RECEIVABLES
PURCHASE AGREEMENT (this "Amendment"), dated as of December 22, 2003, is made
among MILACRON INC. ("Parent"), MILACRON COMMERCIAL CORP., as Seller, UNILOY
MILACRON INC., as Subservicer, D-M-E COMPANY, as DME Subservicer, MILACRON
MARKETING COMPANY, as initial Servicer (Parent, Seller, Subservicers and DME
Subservicer each a "Seller Party" and collectively the "Seller Parties"),
MARKET STREET FUNDING CORPORATION, as Purchaser, and PNC BANK, NATIONAL
ASSOCIATION, as Administrator.
BACKGROUND
A. The parties hereto have entered into the Third Amended and
Restated Receivables Purchase Agreement (as amended, amended and restated,
supplemented or otherwise modified from time to time, the "Market Street
Purchase Agreement") dated as of November 15, 2001 pursuant to which, among
other things, the Seller agreed to sell, and the Purchaser agreed to purchase,
the Pool Receivables and Related Assets; and
B. The parties hereto wish to amend the Market Street Purchase
Agreement as set forth below.
NOW, THEREFORE, in consideration of the foregoing and other good and
valuable consideration, the receipt of which is hereby acknowledged, the
parties hereto hereby agree as follows:
SECTION 1. Definitions. Except as otherwise defined herein,
capitalized terms have the respective meanings set forth in the Market Street
Purchase Agreement.
SECTION 2. Amendments.
(a) Section 1.01 is amended by deleting the reference to
"$45,000,000" therein and substituting "$40,000,000" therefor.
(b) Section 10.01 of the Market Street Purchase Agreement is amended
by (i) redesignating clause "(s)" thereof as clause "(t)" and (ii) inserting
the following new clause (s) in proper sequence:
"(s) failure of Seller to deliver to the Administrator on or
prior to February 13, 2004 a commitment letter, in form and substance
reasonably satisfactory to the Administrator, providing for a receivables
purchase facility or other credit facility for Parent, Seller or any of
their respective affiliates (i) that is scheduled to close on or prior to
February 27, 2004 and (ii) the proceeds of which will be used to
permanently reduce the Purchaser's Total Investment to zero; or".
(c) The definition of "Termination Date" set forth in Appendix A of
the Market Street Purchase Agreement is amended by replacing the reference
therein to "August 1, 2004" with "February 27, 2004".
SECTION 3. Representations and Warranties. The Seller Parties
jointly and severally represent and warrant as follows:
(a) this Amendment has been duly authorized, executed and
delivered on its behalf, and the Market Street Purchase Agreement, as
so amended, and each of the other Transaction Documents to which any
Seller Party is a party constitutes such Seller Party's legal, valid
and binding obligation enforceable against it in accordance with the
terms hereof or thereof; and
(b) after giving effect to this Amendment, no Liquidation
Event (nor Unmatured Liquidation Event) shall exist as of the date of
effectiveness hereof.
SECTION 4. Effectiveness. This Amendment shall become effective upon
(a) receipt by the Administrator of this Amendment duly executed by the
parties hereto and (b) the effectiveness of an amendment to the Liquidity
Agreement extending the term of the Liquidity Agreement to February 27, 2004.
SECTION 5. Miscellaneous. (a) THIS AMENDMENT SHALL BE GOVERNED BY,
AND CONSTRUED IN ACCORDANCE WITH, THE INTERNAL LAWS OF THE STATE OF NEW YORK,
WITHOUT REFERENCE TO CONFLICT OF LAW PRINCIPLES.
(b) This Amendment may be executed in any number of counterparts
(including by facsimile) and by the different parties hereto in separate
counterparts, each of which when so executed shall be deemed to be an
original, and all of which together shall constitute one and the same
agreement.
(c) Any reference to the Market Street Purchase Agreement contained
in any notice, request, certificate or other document executed concurrently
herewith or after the date hereof shall be deemed to be a reference to the
Market Street Purchase Agreement as amended hereby. Except as expressly
modified hereby, the Transaction Documents hereby are ratified and confirmed
by the parties hereto, and remain in full force and effect.
IN WITNESS WHEREOF, the parties hereto have caused their duly
authorized officers to execute this Amendment as of the day and year first
above written.
MILACRON INC.
By: /s/ Robert P. Lienesch
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Title: Vice President - Finance and Chief
Financial Officer
MILACRON COMMERCIAL CORP., as Seller
By: /s/ Robert P. Lienesch
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Title: Treasurer and Assistant Secretary
D-M-E COMPANY, as DME Subservicer
By: /s/ Robert P. Lienesch
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Title: Treasurer
UNILOY MILACRON INC., as Subservicer
By: /s/ Robert P. Lienesch
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Title: Treasurer
MILACRON MARKETING COMPANY, as the initial
Servicer
By: /s/ Robert P. Lienesch
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Title: Treasurer
MARKET STREET FUNDING CORPORATION, as
Purchaser
By: /s/ Evelyn Echevarria
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Title: Vice President
PNC BANK, NATIONAL ASSOCIATION, as
Administrator
By: /s/ John Smathers
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Title: Vice President