Exhibit 10.13



 






Exhibit 10.13









Swap Transaction (Revision)



The purpose of this letter agreement is to confirm the amendment of the terms and conditions
of the Transaction entered into between:




JPMORGAN CHASE BANK, N.A.

(“JPMorgan”)




and




MILACRON INCORPORATED

(the “Counterparty”)



on the Trade Date and identified by the JPMorgan Deal Number specified below (the “Transaction”).
This letter agreement constitutes a “Confirmation” as referred to in the Master Agreement specified
below, and supersedes any previous confirmation or other writing with respect to the transaction
described below.



The definitions and provisions contained in the 2000 ISDA Definitions (the “Definitions”), as
published by the International Swaps and Derivatives Association, Inc. are incorporated into this
Confirmation. In the event of any inconsistency between those definitions and provisions and this
Confirmation, this Confirmation will govern.



This Confirmation supplements, forms part of, and is subject to, the ISDA Master Agreement dated as
of 28 July 2004, as amended and supplemented from time to time (the “Agreement”), between JPMORGAN
CHASE BANK, N.A. (“JPMorgan”) and MILACRON INCORPORATED (the “Counterparty”). All provisions
contained in the Agreement govern this Confirmation except as expressly modified below.


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The terms of the particular Swap Transaction to which this Confirmation relates are as follows:






	 	 	 
	 
	 	 
	A. TRANSACTION DETAILS
	 	 
	 
	 	 
	JPMorgan Deal Number(s):
	 	0500085004641
	 
	 	 
	Notional Amount:
	 	USD 50,000,000.00

	 
	 	 
	Trade Date:
	 	30 July 2004

	 
	 	 
	Effective Date:

	 	3 August 2004

	 
	 	 
	Termination Date:
	 	15 November 2009, subject to adjustment in accordance
with the Modified Following Business Day Convention.
	 
	 	 
	Fixed Amounts:
	 	 
	 
	 	 
	Fixed Rate Payer:

	 	JPMorgan
	 
	 	 
	Fixed Rate Payer

Payment Dates:

	 	The 15 November and 15 May in each year,
from and including 15 November 2004 to and
including the Termination Date, subject to
adjustment in accordance with the Modified
Following Business Day Convention and
there will be an adjustment to the
Calculation Period.
	Fixed Rate:

	 	11.50000 percent
	 
	 	 
	Fixed Rate Day Count Fraction:

	 	30/360
	 
	 	 
	Business Days:

	 	New York, London
	 
	 	 
	Floating Amounts:
	 	 
	 
	 	 
	Floating Rate Payer (Seller):

	 	Counterparty
	 
	 	 
	Floating Rate Payer Payment

Dates:

	 	The 15 November and 15 May in each
year, from and including 15 November
2004 to and including the Termination
Date, subject to adjustment in
accordance with the Modified Following
Business Day Convention, and there will
be an adjustment to the Calculation
Period.





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	Floating Rate Option:

	 	USD-LIBOR-BBA, except that
	 
	 	 
	

	 	From and including 15 May 2005 to but excluding the
Termination Date:
	 
	 	 
	

	 	(i) if the Floating Rate determined is equal to or
less than 3.45 percent, exclusive of Spread, the
Floating Rate for that Calculation Period shall be
4.132 percent.
	 
	 	 
	

	 	(ii) if the Floating Rate determined is equal to or
greater than 4.132 percent but less than 6.00
percent, exclusive of Spread, the Floating Rate for
the Calculation Period shall be 4.132 percent.
	 
	 	 
	Designated Maturity:

	 	6 Month
	 
	 	 
	Spread:

	 	Plus 7.21000 percent
	 
	 	 
	Floating Rate Day Count Fraction:

	 	Actual/360
	 
	 	 
	Reset Dates:

	 	The last day in each Calculation Period.
	 
	 	 
	Compounding:

	 	Inapplicable
	 
	 	 
	Business Days:

	 	New York, London
	 
	 	 
	Calculation Agent:

	 	JPMorgan, unless otherwise stated in the Agreement.
	 
	 	 
	B. EARLY TERMINATION
	 	 
	 
	 	 
	Optional Early Termination:

	 	Applicable
	 
	 	 
	Option Style:

	 	European
	 
	 	 
	Exercise Business Day:

	 	New York, London
	 
	 	 
	Procedure
for Exercise
	 	 
	 
	 	 
	Exercise Dates:

	 	Five Exercise Business Days preceding 10 December 2007
	 
	 	 
	Exercise Period:

	 	9:00 a.m. to 11:00 a.m. New York time
	 
	 	 
	Partial Exercise:

	 	Inapplicable
	 
	 	 
	Multiple Exercise:

	 	Inapplicable
	 
	 	 
	Written Confirmation of Exercise:

	 	Applicable






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	Settlement Terms
	 	 
	 
	 	 
	Cash Settlement:

	 	Applicable
	 
	 	 
	Cash Settlement Valuation Time:

	 	11:00 a.m. New York Time
	 
	 	 
	Business Days for Valuation:

	 	New York, London
	 
	 	 
	Cash Settlement Payment Date:

	 	Five Exercise Business Days

following the Exercise Date
	 
	 	 
	Cash Settlement Method:

	 	Cash Price
	 
	 	 
	Cash Settlement Currency:

	 	USD
	 
	 	 
	Cash Settlement Reference Banks:

	 	As defined in the Definitions
	 
	 	 
	Quotation Rate:

	 	Mid
	 
	 	 
	C. ACCOUNT DETAILS
	 	 
	 
	 	 
	Payments to JPMorgan in USD:

	 	JPMORGAN CHASE BANK NA
	

	 	JPMORGAN CHASE BANK NA
	

	 	BIC: CHASUS33XXX
	

	 	AC No: 099997979
	 
	 	 
	Payments to Counterparty in USD:

	 	As per your standard settlement instructions.
	 
	 	 
	D. OFFICES
	 	 
	 
	 	 
	JPMorgan:

	 	NEW YORK
	 
	 	 
	Counterparty:

	 	CINCINNATI







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	E. DOCUMENTS TO BE DELIVERED






Each party shall deliver to the other, at the time of its execution of this Confirmation, evidence
of the incumbency and specimen signature of the person(s) executing this Confirmation, unless such
evidence has been previously supplied and remains true and in effect.




F. RELATIONSHIP BETWEEN PARTIES



Each party will be deemed to represent to the other party on the date on which it enters into a
Transaction that (absent a written agreement between the parties that expressly imposes affirmative
obligations to the contrary for that Transaction):



(a) Non-Reliance. It is acting for its own account, and it has made its own independent decisions
to enter into that Transaction and as to whether that Transaction is appropriate or proper for it
based upon its own judgment and upon advice from such advisers as it has deemed necessary. It is
not relying on any communication (written or oral) of the other party as investment advice or as a
recommendation to enter into that Transaction; it being understood that information and
explanations related to the terms and conditions of a Transaction shall not be considered
investment advice or a recommendation to enter into that Transaction. No communication (written or
oral) received from the other party shall be deemed to be an assurance or guarantee as to the
expected results of that Transaction.



(b) Assessment and Understanding. It is capable of assessing the merits of and understanding (on
its own behalf or through independent professional advice), and understands and accepts, the terms,
conditions and risks of that Transaction. It is capable of assuming, and assumes the risks of that
Transaction.



(c) Status of Parties. The other party is not acting as a fiduciary for or an adviser to it in
respect of that Transaction.




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Please confirm that the foregoing correctly sets forth the terms of our agreement by executing a
copy of this Confirmation and returning it to us or by sending to us a letter, telex or facsimile
substantially similar to this letter, which letter, telex or facsimile sets forth the material
terms of the Transaction to which this Confirmation relates and indicates agreement to those terms.
When referring to this Confirmation, please indicate: JPMorgan Deal Number(s): 0500085004641




JPMorgan Chase Bank, N.A.




	 	 	 
	/s/ Carmine Pilla
 	 
	 	 
	 
	Name:

	Carmine Pilla	 
	

	 	 
	 
	Title:

	Vice President	 	 
	

	 	 	 






Accepted and confirmed as of the date

first written:

MILACRON INCORPORATED



	 	 	 
	/s/ John C. Francy	 
	 	 
	 
	Name:

	John C. Francy	 
	

	 	 
	 
	Title:

	VP & Treasurer	 
	 	 	 
	 
	Your reference number:  
	 
	

	 





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Client Service Group

All queries regarding confirmations should be sent to:




JPMorgan Chase Bank, N.A.




	 	 	 
	Contacts	 	 
	JPMorgan Contact

	 	Telephone Number
	 
	Client Service Group

	 	(001) 3026344960
	 
	Group E-mail address:
	 	 
	Facsimile:

Telex:

	 	(001) 8888033606
	Cable:
	 	 





Please quote the JPMorgan deal number(s): 0500085004641.





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