Exhibit 10.2
EXECUTION COPY
AMENDMENT NO. 2
TO THE
SENIOR SECURED SUPERPRIORITY PRIMING
DEBTOR-IN-POSSESSION CREDIT AGREEMENT
and
AMENDMENT NO. 1 TO
THE
SENIOR SECURED
SUPERPRIORITY PRIMING
DEBTOR-IN-POSSESSION
NOTE PURCHASE AGREEMENT
Dated as of July
17, 2009
AMENDMENT NO. 2 TO THE
SENIOR SECURED SUPERPRIORITY PRIMING DEBTOR-IN-POSSESSION CREDIT
AGREEMENT and AMENDMENT NO. 1 TO THE SENIOR SECURED SUPERPRIORITY
PRIMING DEBTOR-IN-POSSESSION NOTE PURCHASE AGREEMENT among MILACRON
INC., a Delaware corporation (the “ Borrower ”),
the guarantors listed on the signature pages hereto (the “
Guarantors ”), DDJ CAPITAL MANAGEMENT, LLC (“
DDJ ”), as administrative agent (the “
Administrative Agent ”) for the Lenders and the other
Secured Parties, AVENUE INVESTMENTS, L.P. (“ Avenue
”), the Affiliates of DDJ listed on the signature pages
hereto (together with Avenue the “ Initial Lenders
”), the other banks, financial institutions and other
institutions lenders from time to time party hereto (each, a
“ Lender ”, and collectively with the Initial
Lenders and any other person that becomes a Lender, the “
Lenders ”) and the purchasers of the DIP Term Notes
from time to time party hereto (the “ Purchasers
”).
PRELIMINARY
STATEMENTS:
(1)
The Borrower, the
Guarantors, the Administrative Agent and the Lenders have entered
into that certain Senior Secured Superpriority Priming
Debtor-in-Possession Credit Agreement dated as of March 11, 2009,
as amended by Amendment No. 1 to the Senior Secured Superpriority
Priming Debtor-in-Possession Credit Agreement dated as of May 12,
2009 (as amended, supplemented, modified or restated from time to
time, the “ Credit Agreement ”).
(2)
The Borrower, the
Guarantors, the Administrative Agent and the Purchasers have
entered into that certain Senior Secured Superpriority Priming
Debtor-in-Possession Note Purchase Agreement dated as of May 12,
2009 (as amended, supplemented, modified or restated from time to
time, the “ Note Purchase Agreement ”).
Capitalized terms not otherwise defined in this Amendment (the
“ Amendment ”) have the same meanings as
specified in the Credit Agreement or Note Purchase Agreement, as
applicable.
(2)
The Borrower has
requested changes and modifications to the Credit Agreement
and Note Purchase Agreement as hereinafter set forth and the
Lenders and Purchasers are, on the terms and conditions stated
below, willing to grant the request of the Borrower and amend the
Credit Agreement and Note Purchase Agreement, as applicable, as
hereinafter set forth.
Milacron - Amendment No.
2 to the DIP Credit Agreement
Amendment No. 1 to the
DIP Note Purchase Agreement
2
SECTION 1.
Amendments . Each of the Credit Agreement and Note
Purchase Agreement are, effective as of the date hereof (the
“ Amendment No. 2 Effective Date ”) and subject
to the satisfaction of the conditions precedent set forth in
Section 2, hereby amended as follows.
(a) Amendments to
Credit Agreement .
(1) The definition of
“Permitted Intercompany Debt” set forth in Section 1.01
of the Credit Agreement is hereby amended by deleting the phrase
“$3,500,000 (provided that notwithstanding the foregoing, the
aggregate amount of Debt permitted to be incurred under this clause
(i)(b) shall not exceed $500,000 without the prior written consent
of the Required Lenders)” contained in clause (i)(b)(D)
thereof and substituting in lieu thereof the following:
“$8,000,000
(provided that notwithstanding the foregoing, the aggregate amount
of Debt permitted to be incurred under this clause (i)(b), when
aggregated with any outstanding Investments incurred pursuant to
Section 5.02(g)(vii), shall not exceed $6,500,000 without the prior
written consent of the Required Lenders)”.
(2) Section 5.02(g) of
the Credit Agreement is hereby amended and restated as
follows:
“ Investments . Make
or hold, or permit any of its Subsidiaries to make, any Investment
in any Person, except for (i) Investments existing on the
Effective Date, as set forth on Schedule 5.02(g) hereto, but
not any increase in the amount thereof as set forth in such
Schedule or any other material modification of the terms thereof,
(ii) Investments in Cash Equivalents; (iii) advances and
loans constituting Permitted Intercompany Debt;
(iv) Investments not constituting loans or advances by
(A) any Loan Party in any other Loan Party and
(B) Non-Loan Party in any other Non-Loan Party;
(v) Investments (A) received in satisfaction or partial
satisfaction thereof from financially troubled account debtors or
in connection with the settlement of delinquent accounts and
disputes with customers and suppliers, or (B) received in
settlement of debts created in the ordinary course of business and
owing to the Borrower or any Subsidiary or in satisfaction of
judgments; (vi) Investments (A) in the form of deposits,
prepayments and other credits to suppliers made in the ordinary
course of business consistent with current market practices,
(B) in the form of extensions of trade credit in the ordinary
course of business, or (C) in the form of prepaid expenses and
deposits to other Persons in the ordinary course of business;
(vii)&nbs
