EXHIBIT 99.6
FOURTH AMENDMENT
TO THIRD AMENDED AND RESTATED
RECEIVABLES PURCHASE AGREEMENT
dated as of January 31, 2003
among
MILACRON INC.,
MILACRON COMMERCIAL CORP.,
as Seller,
D-M-E COMPANY,
as DME Subservicer,
UNILOY MILACRON INC.,
as Subservicer,
TALBOT HOLDINGS, LLC,
as Subservicer,
MILACRON MARKETING COMPANY,
as initial Servicer,
MARKET STREET FUNDING CORPORATION,
as Purchaser,
and
PNC BANK, NATIONAL ASSOCIATION,
as Administrator.
This FOURTH AMENDMENT TO THE THIRD AMENDED AND RESTATED RECEIVABLES
PURCHASE AGREEMENT (this "Amendment") dated as of January 31, 2003 is among
MILACRON INC. ("Parent"), MILACRON COMMERCIAL CORP., as Seller, UNILOY
MILACRON INC., as Subservicer, TALBOT HOLDINGS, LLC, 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;
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 and sufficiency of which are hereby
acknowledged, the parties hereto hereby agree as follows:
SECTION 1. Definitions. Except as otherwise defined herein,
capitalized terms used in this Amendment have the meanings set forth in the
Market Street Purchase Agreement.
SECTION 2. Amendments. Section 1.01 of the Market Street Purchase
Agreement is amended by:
(a) amending the first proviso in its entirety to read as follows:
"provided that no Purchase shall be made by Purchaser if, after
giving effect thereto, either (a) the then Purchaser's Total
Investment would exceed $45,000,000 (the `Purchase Limit'), or (b)
the Asset Interest, expressed as a percentage of Net Pool Balance,
would exceed 100% (the `Allocation Limit')"; and
(b) inserting the following new sentence at the end thereof:
"The Purchase Limit shall be decreased (i) by $2,500,000
concurrently with the sale, transfer or other disposal of all or
substantially all of the Grinding Wheels division of Marketing Co.
and (ii) by $2,500,000 concurrently with the sale, transfer or other
disposal of all or substantially all of the membership interests
and/or assets of Talbot Holdings, LLC."
SECTION 3. Representations and Warranties. Each Seller Party
represents and warrants with respect to such Seller Party 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 except as enforceability may be limited by
applicable bankruptcy, insolvency, reorganization, moratorium,
fraudulent transfer or other similar laws affecting the enforcement
of creditors' rights generally and by general equitable principles
(whether considered in a proceeding in equity or at law);
(b) the representations and warranties made by such Seller
Party in the Transaction Documents are true and correct as of the
date hereof (except to the extent that such representations and
warranties expressly relate to an earlier date, in which case they
were true as of such earlier date); and
(c) after giving effect to this Amendment, no Liquidation
Event (or Unmatured Liquidation Event) shall exist as of the
Amendment Effective Date.
SECTION 4. Closing Conditions. This Amendment shall become effective
on the first date (the "Amendment Effective Date") on which the Administrator
shall have received:
(a) this Amendment duly executed by the parties hereto and thereto;
and
(b) such other agreements, instruments, certificates, opinions and
other documents as the Administrator may reasonably request.
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 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
-----------------------------------------
Title: Vice President - Finance and Chief
Financial Officer
MILACRON COMMERCIAL CORP., as Seller
By: /s/ Robert P. Lienesch
-----------------------------------------
Title: Treasurer and Assistant Secretary
D-M-E COMPANY, as DME Subservicer
By: /s/ Robert P. Lienesch
-----------------------------------------
Title: Treasurer
UNILOY MILACRON INC., as Subservicer
By: /s/ Robert P. Lienesch
-----------------------------------------
Title: Treasurer
TALBOT HOLDINGS, LLC, as Subservicer
By: /s/ Robert P. Lienesch
-----------------------------------------
Title: Treasurer and Assistant Secretary
MILACRON MARKETING COMPANY, as the initial
Servicer
By: /s/ Robert P. Lienesch
-----------------------------------------
Title: Treasurer
MARKET STREET FUNDING CORPORATION, as
Purchaser
By: /s/ Evelyn Echevarria
-----------------------------------------
Title: Vice President
PNC BANK, NATIONAL ASSOCIATION, as
Administrator
By: /s/ John Smathers
-----------------------------------------
Title: Vice President