Exhibit 10.1
EXECUTION VERSION
AMENDMENT NO. 3 TO THE PURCHASE AGREEMENT
AMENDMENT No. 3 (this “
Amendment ”), dated as of July 27, 2009, to the
Purchase Agreement, dated as of May 3, 2009 (as amended, the
“ Purchase Agreement ”), among Milacron Inc., a
Delaware corporation, Milacron Plastics Technologies Group Inc., a
Delaware corporation, D-M-E Company, a Delaware corporation,
Cimcool Industrial Products Inc., a Delaware corporation, Milacron
Marketing Company, an Ohio corporation, Milacron Canada Ltd., an
Ontario corporation, Milacron Capital Holdings B.V., a Dutch
corporation (collectively, the “ Sellers ” or
the “ Debtors ”), and MI 363 Bid LLC, a
Delaware limited liability company (the “ Purchaser
”). Capitalized terms used but not defined herein shall
have the meanings assigned to such terms in the Purchase
Agreement.
WHEREAS, the Sellers and the Purchaser
entered into the Purchase Agreement pursuant to which the Sellers
agreed to sell, and the Purchaser agreed to purchase, the Purchased
Assets, upon the terms and subject to the conditions set forth
therein;
WHEREAS, the Sellers and the Purchaser
agreed to amend the Purchase Agreement pursuant to Amendment No. 1
to the Purchase Agreement, dated June 5, 2009;
WHEREAS, the Sellers and the Purchaser
agreed to amend the Purchase Agreement pursuant to Amendment No. 2
to the Purchase Agreement, dated June 25, 2009 (“
Amendment No. 2 ”); and
WHEREAS, the parties hereto desire to
further amend the Purchase Agreement as set forth in this Amendment
in accordance with Section 11.08 thereof.
NOW, THEREFORE, in consideration of the
mutual covenants contained herein and other good and valuable
consideration, the receipt and sufficiency of which are hereby
acknowledged, the parties to this Amendment hereby agree as
follows:
Section 1.
Amendment to Section 1.01
.
(a)
The definition of “Sponsors’
Additional Consideration Lien Release” is hereby amended by
adding, immediately before the period appearing at the end of such
definition, the following:
“, which release, for the avoidance
of doubt, will provide that the Additional Consideration will be
transferred directly to the Indenture Trustee for pro rata
distribution to or for the benefit of holders of Senior Secured
Notes who are not Sponsors without further order of the
Court”.
(b)
The definition of “Permitted
Encumbrances” is hereby amended by adding a comma after the
word “Taxes” in the first line thereof and a comma
after the word “assessments” in the second line
thereof.
Section 2.
Amendment to Section 2.07
. Section 2.07 is hereby amended to
delete the words “July 16, 2009” in the fifth line
thereof and replace them with “August 7,
2009”.
Section 3.
Amendment to Section
7.01(a)(ii) . Section
7.01(a)(ii) is hereby amended to delete the words “five
(5)” in the fifth line thereof and replace them with
“ten (10)”.
Section 4.
Amendment to Section 6.02(a) of the
Sellers’ Disclosure Schedule .
(a)
Section 6.02(a) of the Sellers’
Disclosure Schedule is hereby amended to add the following Assumed
Employee Plans: (i) Milacron Canada Inc. Pension Plan
(Registration Number 325019); (ii) Ontario Limited Component
Manufacturing Industries Retirement Savings Plan; and (iii) D-M-E
of Canada Limited Employees’ Retirement Plan.
(b)
Paragraph 1 of Section 6.02(a) of the
Sellers’ Disclosure Schedule is hereby amended to delete the
parenthetical phrase “(solely with respect to Transferred
Employees)” immediately preceding the semi-colon in the
second line and replace it in its entirety with the parenthetical
phrase “(solely with respect to Transferred Employees and
individuals who are either participating in the Milacron Welfare
Benefit Plan as of the Closing Da
