Exhibit 10.4
EXECUTION COPY
SUPPLEMENTAL
INDENTURE (this “Supplemental Indenture”), dated as of
December 21, 2007, among Milacron Capital Holdings B.V., a
company organized under the laws of the Netherlands (the
“Guaranteeing Subsidiary”) and a subsidiary of Milacron
Inc., a Delaware corporation (the “Company” and
permitted successor to Milacron Escrow Corporation), the Company,
the other Guarantors (as defined in the Indenture referred to
herein) and U.S. Bank National Association, as trustee under the
Indenture referred to below (the “Trustee”).
WHEREAS, the
Company has heretofore executed and delivered to the Trustee an
indenture (as amended, supplemented or otherwise modified from time
to time, the “Indenture”), dated as of May 26, 2004
providing for the issuance of 11 1 / 2
% Senior Secured Notes due 2011 (the
“Notes”);
WHEREAS, the
Indenture provides that under certain circumstances the
Guaranteeing Subsidiary shall execute and deliver to the Trustee a
supplemental indenture pursuant to which the Guaranteeing
Subsidiary shall unconditionally guarantee all of the
Company’s Obligations under the Notes and the Indenture on
the terms and conditions set forth herein (the “Note
Guarantee”); and
WHEREAS, pursuant
to Section 9.01 of the Indenture, the Trustee is authorized to
execute and deliver this Supplemental Indenture.
NOW, THEREFORE, in
consideration of the foregoing and for other good and valuable
consideration, the receipt of which is hereby acknowledged, the
Guaranteeing Subsidiary and the Trustee mutually covenant and agree
for the equal and ratable benefit of the Holders of the Notes as
follows:
1. CAPITALIZED
TERMS. Capitalized terms used herein without definition shall have
the meanings assigned to them in the Indenture.
2. AGREEMENT
TO GUARANTEE. The Guaranteeing Subsidiary hereby agrees to provide
an unconditional Guarantee on the terms and subject to the
conditions set forth in the Note Guarantee and in the Indenture
including but not limited to Article 11 thereof.
3. NO RECOURSE
AGAINST OTHERS. No past, present or future director, officer,
employee, incorporator, stockholder or agent
