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Exhibit 4.2b

MILACRON CAPITAL HOLDINGS B.V.
as Issuer

and

MILACRON INC.
as Guarantor

\euro115,000,000
7.625% Guaranteed Bonds due 2005

Subscription Agreement

|    |  |                                        
|--- |  | ---------------------------------------
|To: |  | ABN AMRO Bank N.V. (the Lead Manager)
|    |  | J.P. Morgan Securities Ltd.            
|    |  | Bank of America International Limited  
|    |  | Deutsche Bank Aktiengesellschaft       
|    |  |                                        
|    |  | (together, the Managers)             
|    |  |                                        
|    |  | c/o ABN AMRO Bank N.V.                 
|    |  | Gustav Mahlerlaan 10                   
|    |  | 1000 EA Amsterdam                      
|    |  | The Netherlands                        

April 5, 2000

Dear Sirs,

Milacron Capital Holdings B.V. (the Issuer) proposes, on and subject to the
terms and conditions stated herein, to issue and sell to you an aggregate of
\euro115,000,000 in principal amount of 7.625% Guaranteed Bonds due 2005 (the
Bonds which expression shall, unless the context otherwise requires, include
the temporary global bond and the permanent global bond each referred to in
Section 5.2) to be guaranteed by Milacron Inc. (the Guarantor). The Bonds
are to be issued pursuant to a fiscal agency agreement (the Fiscal Agency
Agreement) between the Issuer, the Guarantor, Deutsche Bank AG London as
fiscal and paying agent (the Fiscal Agent) and Deutsche Bank Luxembourg S.A.
as initial paying agent (a Paying Agent), expected to be dated April 6, 2000,
a draft of which is in the agreed form.



|1. |  | SUBSCRIPTION OF THE BONDS                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|-- |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|  
|   |  | On the terms and subject to the conditions of this Agreement, the Issuer
agrees to issue the Bonds on the Closing Date (as defined in Section 5
hereof) and to procure that the Bonds will be validly issued in a form
complying with the requirements of the Fiscal Agency Agreement, the
Guarantor agrees to provide a guarantee of all payments in respect of the
Bonds (in the form endorsed on the Bonds, the Guarantee) and the
Managers jointly and severally agree to subscribe and pay for the Bonds
at a price equal to 99.714% of the principal amount of the Bonds (the
Issue Price), subject to the adjustments referred to in Sections 4 and
5.1.





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2



|2. |  | LISTING                                                                                                                                                                                                            
|-- |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|  
|   |  | The Issuer confirms that it has caused to be made an application for the
Bonds to be listed on the Luxembourg Stock Exchange. In connection with
such application the Issuer (failing which, the Guarantor) agrees:



| | 2.1 |  | to furnish from time to time any and all documents,
instruments, information and undertakings and publish all
advertisements or other material that may be necessary in order to
effect and (subject to Section 2.2 below) to maintain such listing;
and                                                                                                                                                                                                                                                                                                                                                                                                                                      
| | --- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|
| | 2.2 |  | to use its best efforts to maintain such listing so long as
any of the Bonds are outstanding (as defined in the Fiscal Agency
Agreement); provided that if at any time the Issuer shall determine
that it or the Guarantor can no longer reasonably comply with the
requirements for listing of the Bonds on the Luxembourg Stock
Exchange and if maintenance of such listing becomes unduly onerous,
it (failing which, the Guarantor) will use its best efforts to
obtain and thereafter to maintain a listing of the Bonds on such
other major stock exchange in a leading financial centre as the Lead
Manager on behalf of the Managers, the Issuer and the Guarantor may
mutually agree.



|3.  |  | ANNOUNCEMENTS                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|--- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   
|3.1 |  | The Issuer and the Guarantor confirm that they have prepared an Offering
Circular dated April 5, 2000 (the Offering Circular) and that they
hereby authorise the Managers to distribute copies thereof and copies of
any amendments or supplements thereto which may be prepared by the Issuer
and the Guarantor in connection with the offering and sale of the Bonds as
provided herein, subject to Section 10.                                                                             
|   
|3.2 |  | The Issuer and the Guarantor confirm that, subject to the Issuer or the
Guarantor approving the same, they have authorised the Lead Manager on
behalf of the Managers, to arrange for notice of the issue of the Bonds to
be published at the Issuers (failing which, the Guarantors) expense in
such newspapers on such dates as the Issuer and the Lead Manager on behalf
of the Managers may agree (but subject always to the obligations of the
Issuer and the Guarantor under Section 2).
|   
|4.  |  | COMMISSION AND CONCESSION                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|   
|    |  | In consideration of the agreement by the Managers to manage the
issue of, and to subscribe, the Bonds, the Issuer (failing which, the
Guarantor) shall pay to the Lead Manager on behalf of the Managers a
combined management and underwriting commission of 0.75% of the aggregate
principal amount of the Bonds.                                                                                                                                                                             
|   
|    |  | The Managers shall be entitled to deduct the combined management and
underwriting commission (the Commissions) from the subscription moneys
for the Bonds as provided in Section 5.                                                                                                                                                                                                                                                                                                           
|   
|5.  |  | CLOSING                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|   
|5.1 |  | At or about 11:00 a.m. (Brussels time) on April 6, 2000, or at such other
time and/or date (not being later than 11:00 a.m. (Brussels time) on the
date 14 days after such date ) which is a day on which the Trans-European
Automated Real-Time Gross Settlement Express Transfer System or any
successor thereto is operating (business day) as the Issuer and the Lead                                                                                                                     



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3



|    |  | Manager, on behalf of the Managers, may agree (the Closing Date), the
Lead Manager on behalf of the Managers, shall cause payment to the Issuer,
for value the Closing Date, of the net subscription moneys for the Bonds,
namely, the sum of \euro113,808,600 (the Net Subscription Moneys), being the
amount payable for the Bonds at the Issue Price, plus accrued interest
from April 6, 2000 to the Closing Date, if any, less the aggregate amount
of the Commissions and any expense reimbursement pursuant to the terms of
the letter referred to in Section 8.1.                                                                                                                                                                                                                                                                                                                                                                                                                                          
|--- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   
|    |  | A pre-closing will be held on the date that is one day prior to the
Closing Date (the Pre-Closing Date) at which all documents to be
delivered for closing will be reviewed, executed and left in escrow for
delivery on the Closing Date.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|   
|5.2 |  | The Net Subscription Moneys shall be paid in euro, for value the Closing
Date, to an account with a bank in The Netherlands designated by the
Issuer in writing to the Lead Manager not less than three business days
prior to the Closing Date, against delivery on the Closing Date to the
Common Depositary, for their respective accounts, of a temporary global
bond in the form set out in Schedule I Part I to the Fiscal Agency
Agreement (the Temporary Global Bond), duly executed and authenticated
on behalf of the Issuer, with a duly executed guarantee from the Guarantor
endorsed thereon. The Issuer (failing which, the Guarantor) agrees with
the Managers to make arrangements satisfactory to the Managers for the
exchange of the Temporary Global Bond for a permanent global bond or for
definitive Bonds, in accordance with its terms.                                                                                                                                                     
|   
|6.  |  | STABILISATION AND OVER-ALLOTMENT                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|   
|6.1 |  | In connection with the issue and distribution of the Bonds, the Lead
Manager for its own account at its discretion may, as principal and not as
agent of the Issuer or the Guarantor and to the extent permitted by, and
in accordance with, applicable laws and regulations, offer Bonds of an
aggregate principal amount in excess of the aggregate principal amount to
be issued and/or effect transactions in relation to the Bonds with a view
to stabilising or maintaining the market price of the Bonds at levels
other than those which might otherwise prevail in the open market and such
stabilisation, if commenced, may be discontinued at any time. Any loss
resulting from such over-allotment and stabilisation shall be borne, and
any profit arising therefrom shall be retained, by the Lead Manager. The
Issuer will not, as a result of any action taken by the Lead Manager under
this paragraph 6.1, be obliged to issue Bonds in excess of the aggregate
principal amount of \euro115,000,000.
|   
|6.2 |  | Each of the Issuer and the Guarantor undertakes with the Managers that,
unless it has received the prior consent thereto of the Lead Manager, it
will not at any time from the date hereof up to and including the date
falling 30 days after the Closing Date effect or enter into, or cause or
actively permit any other parties (other than the Managers) who may
otherwise be permitted under applicable laws and regulations to engage in
stabilisation transactions to effect or enter into any transactions (in
the open market or otherwise) or effect or enter into any other
arrangements the object or effect of which would be to stabilise or
maintain the market price of the Bonds at levels which might not otherwise
prevail.                                                                                                                                                                                                                                                                          
|   
|7.  |  | REPRESENTATIONS AND WARRANTIES OF THE ISSUER AND THE GUARANTOR                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|   
|7.1 |  | As conditions of the agreement by the Managers to subscribe for the Bonds
and in consideration thereof, the Issuer and the Guarantor jointly and
severally represent and warrant and undertake to the Managers and each of
them that:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   



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4



| | 7.1.1 |  | The Offering Circular (including information incorporated by
reference therein) contains all information with respect to the
Issuer and the Bonds which is material in the context of the issue
and the offering of the Bonds. The Offering Circular and any
amendments or supplements thereto (including all information
incorporated by reference therein) did not and will not, as of their
respective dates and as of the date hereof, contain any untrue
statement of a material fact or omit to state any material fact
necessary in order to make the statements therein, in the light of
the circumstances under which they were made, not misleading. The
opinions and intentions expressed in the Offering Circular on the
part of the Issuer are honestly held; and the Issuer has made all
reasonable enquiries to ascertain all facts which are material for
the purposes aforesaid. The preceding sentences do not apply to
statements in or omissions from the Offering Circular based upon
written information that pertains to any Manager and was furnished
in writing to the Issuer by any such Manager through the Lead
Manager specifically to use therein.
| | ----- |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|
| | 7.1.2 |  | There are no contracts, agreements or understandings between
the Issuer and any person granting such person the right to require
the Issuer to file a registration statement under the United States
Securities Act of 1933, as amended (the Securities Act) with
respect to any securities of the Issuer owned or to be owned by such
person or to require the Issuer to include such securities in any
securities being registered pursuant to any registration statement
filed by the Issuer under the Securities Act.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|
| | 7.1.3 |  | Since the date of its incorporation, the Issuer has not
sustained any loss or interference material to the business of the
Issuer from fire, explosion, flood or other calamity, whether or not
covered by insurance, or from any labour dispute or court or
governmental action, order or decree, other than as set forth or
incorporated by reference in the Offering Circular. Since the date
as of which information is given in the Offering Circular, there has
not been any change in the capital stock of the Issuer or any
material change in the long-term debt of the Issuer or any
prospective material adverse change, or any development involving a
prospective material adverse change, in or affecting the management,
financial position, shareholders equity or results of operations of
the Issuer, otherwise than as set forth or incorporated by reference
in the Offering Circular.                                                                                                                                                                                                                                                                     
|
| | 7.1.4 |  | The Issuer has been duly incorporated and is validly
existing as a corporation in good standing under the laws of the
Netherlands, with power and authority (corporate and other) to own
its properties and conduct its business as described in the Offering
Circular, and has been duly qualified as a foreign corporation for
the transaction of business and is in good standing under the laws
of each other jurisdiction in which it owns or leases properties, or
conducts any business, so as to require such qualification and in
which failure so to qualify or be in good standing would have a
material adverse effect upon the business of the Issuer.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|
| | 7.1.5 |  | This Agreement has been duly authorised, executed and
delivered by the Issuer. The Fiscal Agency Agreement has been duly
authorised by the Issuer and, when executed and delivered by the
Issuer, the Guarantor and the Fiscal Agent (and assuming due
authorisation, execution and delivery by the Guarantor and the
Fiscal Agent), will constitute a valid and legally binding
obligation of the Issuer enforceable in accordance with its terms,
subject to applicable bankruptcy, insolvency, fraudulent transfer,
reorganisation, moratorium or other similar laws affecting
creditors rights                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             



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5



| |       |  | generally from time to time in effect and general
principles of equity (regardless of whether such enforceability is
considered in a proceeding in equity or at law). The Bonds and the
Coupons appertaining thereto (the Coupons) have been duly
authorised by all necessary corporate action and when duly executed,
authenticated, issued and delivered to, and paid for by, the
Managers, will constitute valid and legally binding obligations of
the Issuer, entitled to the benefits provided in the Fiscal Agency
Agreement and enforceable in accordance with their terms, subject to
applicable bankruptcy, insolvency, fraudulent transfer,
reorganisation, moratorium or other similar laws affecting
creditors rights generally from time to time in effect and general
principles of equity (regardless of whether such enforceability is
considered in a proceeding in equity or at law). The Bonds, the
Coupons and the Fiscal Agency Agreement conform in all material
respect to the descriptions thereof in the Offering Circular.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
| | ----- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|
| | 7.1.6 |  | The issue and sale of the Bonds, the use of the proceeds of
the sale of the Bonds by the Issuer in the manner contemplated by
the Offering Circular, the compliance by the Issuer with all of the
provisions of this Agreement, the Fiscal Agency Agreement and the
Bonds and the consummation of the transactions herein and therein
contemplated will not conflict with or result in a breach of any of
the terms or provisions of, or constitute a default under, any
material indenture, mortgage, deed of trust, loan agreement or other
agreement or instrument to which the Issuer is a party or by which
the Issuer is bound or to which any of the properties or assets of
the Issuer are subject, nor will such action result in any violation
of the provisions of the Issuers deed of incorporation of the
Issuer or any material statute or any material order, rule or
regulation of any court or governmental agency or body having
jurisdiction over the Issuer or any of its properties; and no
consent, approval, authorisation, order, registration or
qualification of or with any such court or governmental agency or
body is required for the issue and sale of the Bonds or the
consummation by the Issuer of the other transactions contemplated by
this Agreement, the Fiscal Agency Agreement and the Bonds, except
for (i) notice requirements to the Netherlands Central Bank pursuant
to the Act on Foreign Financial Relations (Wet Financiële
Betrekkingen Buitenland) and regulations promulgated thereunder and
(ii) the filing requirements pursuant to articles 3 through 6 of the
Resolution Supervision Securities Trade 1995 (Besluit toezicht
effectenverkeer1995).
|
| | 7.1.7 |  | There exists no Event of Default (as defined in Condition 11
of the Terms and Conditions of the Bonds) and no condition, event or
act which with the giving of notice and/or the lapse of time and/or
the satisfaction of any other condition would (if the Bonds were in
issue at the date hereof) constitute an Event of Default and the
Issuer is not in breach or default under any agreement or deed or
other instrument to which it is a party or which is binding on it or
any of its assets to an extent or in a manner which is or might be
material to the business of the Issuer.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|
| | 7.1.8 |  | Other than as may be set forth or incorporated by reference
in the Offering Circular, there are no legal or governmental
proceedings pending to which the Issuer is a party or of which any
property of the Issuer is the subject which might reasonably be
expected to have, individually or in the aggregate, a material
adverse effect on the financial position, shareholders equity or
results of operations of the Issuer, and, to the best of the
Issuers knowledge, no such proceedings are threatened or
contemplated by governmental authorities or threatened by others.
There is no pending or, to the best knowledge of the Issuer,
threatened action or suit or judicial,                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   



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6



| |        |  | arbitral, rule-making or other administrative or other proceeding to which the Issuer is a
party that questions the validity of this Agreement, the Fiscal
Agency Agreement or the Bonds and the Coupons or any action taken or
to be taken pursuant hereto or thereto.                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
| | ------ |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|
| | 7.1.9  |  | The Issuer is not, and does not own or control, an open-end
investment company, unit investment trust or face-amount certificate
company that is or is required to be registered under Section 8 of
the Investment Company Act of 1940 (the Investment Company Act),
nor is it, nor does it own or control, a closed-end investment
company required to be registered, but not registered, thereunder.                                                                                                                                                                                                                                                                                                                                           
|
| | 7.1.10 |  | The offer, sale and delivery of the Bonds and the Coupons by the
Issuer to the several Managers in the manner contemplated in this
Agreement and the Offering Circular and the initial resale of the
Bonds by the several Managers in the manner contemplated in the
Offering Circular and this Agreement, do not require registration
under the Securities Act.                                                                                                                                                                                                                                                                                                                                                                                   
|
| | 7.1.11 |  | Neither the Issuer, nor any of its affiliates (as defined in Rule
501(b) of Regulation D under the Securities Act) (Affiliates), nor
any person acting on its or their behalf, has engaged or will engage
in any directed selling efforts within the meaning of Regulation S
under the Securities Act (Regulation S) with respect to the Bonds,
and the Issuer, its Affiliates and all person acting on its or their
behalf have complied and will comply with the offering restrictions
requirements of Regulation S in connection with the offering of the
Bonds outside of the United States. It is understood that, for the
purposes of this representation only, no Manager shall be deemed to
be a person acting on behalf of the Issuer.
|
| | 7.1.12 |  | There is no substantial U.S. market interest as defined in Rule
902(j) of Regulation S for the Bonds or any security of the same
class as the Bonds.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|
| | 7.1.13 |  | Subject to the conditions of the Bonds and the Fiscal Agency
Agreement, payments of principal and interest on the Bonds will be
made by the Issuer without withholding or deducting for any taxes,
duties or other charges of whatever nature of the Netherlands, the
United States of America, or any political subdivision or authority
thereof or any State, as the case may be, therein having power to
tax.                                                                                                                                                                                                                                                                                                                                   
|
| | 7.1.14 |  | The Issuer has complied with the provisions of the Regulation of
the Dutch Minister of Finance of February 4, 1993 in implementation
of section 1, paragraph 3 of the Dutch Act on the Supervision of the
Credit System 1992 (Wet toezicht kredietwezen 1992, the Banking
Act) in order not to be considered a credit institution within the
meaning of the Banking Act.                                                                                                                                                                                                                                                                                                                                                                         



|7.2 |  | As conditions of the agreement by the Managers to subscribe for the Bonds
and in consideration thereof, the Guarantor represents and warrants and
undertakes to the Managers and each of them that:
|--- |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | 7.2.1 |  | The Offering Circular (including information incorporated by
reference therein) contains all information with respect to the
Guarantor and its subsidiaries (together, the Group), the Bonds
and the Guarantee which is material in the context of the issue and
the offering of the Bonds and the giving of the Guarantee. The
Offering Circular and any amendments or supplements thereto
(including all information incorporated by reference therein) did
not and will not, as of their respective dates
| | ----- |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



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7



| |       |  | and as of the date hereof, contain any untrue statement of a material fact or omit to
state any material fact necessary in order to make the statements
therein, in the light of the circumstances under which they were
made, not misleading. The opinions and intentions expressed in the
Offering Circular on the part of the Guarantor are honestly held;
and the Guarantor has made all reasonable enquiries to ascertain all
facts which are material for the purposes aforesaid. The preceding
sentences do not apply to statements in or omissions from the
Offering Circular based upon written information that pertains to
any Manager and was furnished in writing to the Guarantor by any
such Manager through the Lead Manager in writing to the Guarantor by
any such Manager through the Lead Manager specifically to use
therein. Except as disclosed in the Offering Circular, on the date
of this Agreement, the Guarantors Annual Report on Form 10-K most
recently filed with the Securities Exchange Commission by the
Guarantor pursuant to the Securities Exchange Act of 1934, as
amended (the Exchange Act), do not include any untrue statements
of a material fact or omit to state any material fact necessary to
make the statements therein, in the light of the circumstances under
which they were made, not misleading. Such Exchange Act report,
when it was filed with the Securities Exchange Commission, conformed
in all material respects to the requirements of the Exchange Act and
the rules and regulations promulgated thereunder.                                                                                                                                                  
| | ----- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|
| | 7.2.2 |  | Since the date of the latest audited financial statements
included in the Offering Circular, neither the Guarantor nor any of
its subsidiaries has sustained any loss or interference material to
the business of the Guarantor and its subsidiaries (considered as a
whole) from fire, explosion, flood or other calamity, whether or not
covered by insurance, or from any labour dispute or court or
governmental action, order or decree, other than as set forth or
incorporated by reference in the Offering Circular. Since the date
as of which the information is given in the Offering Circular, there
has not been any change in the stock (other than repurchase of stock
pursuant to the share repurchase program approved by the Board of
Directors of the Guarantor on February 4, 2000, issuances of capital
stock upon exercise of options and stock appreciation rights, upon
earn-outs of performance shares (if any) and upon conversions of
convertible securities and under employee incentive and benefit
plans and the Guarantors dividend reinvestment plan, in each case
which were outstanding on the date of this Agreement or as otherwise
contemplated in the Offering Circular) of the Guarantor or any of
its subsidiaries or any material change in the long-term debt of the
Guarantor and its subsidiaries taken as a whole or any prospective
material adverse change, or any development involving a prospective
material or adverse change, in or affecting the management,
financial position, shareholders equity or results of operations of
the Guarantor and its subsidiaries considered as a whole, otherwise
than as set forth or incorporated by reference in the Offering
Circular.
|
| | 7.2.3 |  | The Guarantor has been duly incorporated and is validly
existing as a corporation in good standing under the laws of the
State of Delaware, with power and authority (corporate and other) to
own its properties and conduct its business as described in the
Offering Circular, and has been duly qualified as a foreign
corporation for the transaction of business and is in good standing
under the laws of each other jurisdiction in which it owns or leases
properties, or conducts any business, so as to require such
qualification and in which failure so to qualify or be in good
standing would have a material adverse effect upon the business of
the Group considered as a whole; and each of the Guarantors
subsidiaries has been duly incorporated and is validly existing as a
corporation in good standing under the laws of its jurisdiction of                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               



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8



| |       |  | incorporation and has been duly qualified as a foreign corporation
for the transaction of business and is in good standing under the
laws of each other jurisdiction in which it owns or leases
properties, or conducts any business, so as to require such
qualification and in which failure so to qualify or be in good
standing would have a material adverse effect upon the business of
the Group considered as a whole.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
| | ----- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|
| | 7.2.4 |  | This Agreement has been duly authorised, executed and
delivered by the Guarantor. The Fiscal Agency Agreement has been
duly authorised by the Guarantor and, when executed and delivered by
the Guarantor, the Issuer and the Fiscal Agent (and assuming due
authorisation, execution and delivery by the Issuer and the Fiscal
Agent), will constitute a valid and legally binding obligation of
the Guarantor enforceable in accordance with its terms, subject to
applicable bankruptcy, insolvency, fraudulent transfer,
reorganisation, moratorium or other similar laws affecting
creditors rights generally from time to time in effect and general
principles of equity (regardless of whether such enforceability is
considered in a proceeding in equity or at law). The Guarantee has
been duly authorised by the Guarantor and, when duly executed,
authenticated, issued and delivered to the Managers, will constitute
a valid and legally binding obligation of the Guarantor, entitled to
the benefits provided in the Fiscal Agency Agreement and enforceable
in accordance with its terms, subject to applicable bankruptcy,
insolvency, fraudulent transfer, reorganisation, moratorium or other
similar laws affecting creditors rights generally from time to time
in effect and general principles of equity (regardless of whether
such enforceability is considered in a proceeding in equity or at
law). The Guarantee and the Fiscal Agency Agreement conform in all
material respects to the descriptions thereof in the Offering
Circular.
|
| | 7.2.5 |  | The creation of the Guarantee and the execution and delivery
of, and the compliance by the Guarantor with the terms of, the
Guarantee, this Agreement and the Fiscal Agency Agreement and the
consummation of the transactions herein and therein contemplated
will not conflict with or result in a breach of any of the terms or
provisions of, or constitute a default under, any material
indenture, mortgage, deed of trust, loan agreement or other
agreement or instrument to which the Guarantor is a party or by
which the Guarantor is bound or to which any of the properties or
assets of the Guarantor are subject, nor will such action result in
any violation of the provisions of the Guarantors certificate of
incorporation, as amended, or the by-laws of the Guarantor or any
material statute or any material order, rule or regulation of any
court or governmental agency or body having jurisdiction over the
Guarantor or any of its properties; and no consent, approval,
authorisation, order, registration or qualification of or with any
such court or governmental agency or body is required for the giving
of the Guarantee or the consummation by the Guarantor of the other
transactions contemplated by this Agreement, the Fiscal Agency
Agreement and the Guarantee.                                                                                                                                                                                                                                                            
|
| | 7.2.6 |  | There exists no Event of Default and no condition, event or
act which with the giving of notice and/or the lapse of time and/or
the satisfaction of any other condition would (if the Bonds were in
issue at the date hereof) constitute an Event of Default and the
Guarantor is not in breach or default under any agreement or deed or
other instrument to which it is a party or which is binding on it or
any of its assets to an extent or in a manner which is or might be
material to the business of the Group considered as a whole.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          



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##### 



9



| | 7.2.7  |  | The financial statements included or incorporated by
reference in the Offering Circular were prepared in accordance with
generally accepted accounting principles consistently applied
throughout the periods involved and fairly present the financial
condition and results of operations of the Guarantor and its
subsidiaries, on a consolidated basis, at the dates and for the
periods presented.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
| | ------ |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|
| | 7.2.8  |  | Other than as may be set forth or incorporated by reference
in the Offering Circular, there are no legal or governmental
proceedings pending to which the Guarantor or any of its
subsidiaries is a party or of which any property of the Guarantor or
any of its subsidiaries is the subject which might reasonably be
expected to have, individually or in the aggregate, a material
adverse effect on the consolidated financial position, shareholders
equity or results of operations of the Guarantor and its
subsidiaries, and, to the best of the Guarantors knowledge, no such
proceedings are threatened or contemplated by governmental
authorities or threatened by others. There is no pending or, to the
best knowledge of the Guarantor, threatened action or suit or
judicial, arbitral, rule-making or other administrative or other
proceeding to which the Guarantor is a party that questions the
validity of this Agreement, the Fiscal Agency Agreement or the
Guarantee or any action taken or to be taken pursuant hereto or
thereto.
|
| | 7.2.9  |  | Neither the Guarantor, nor any of its Affiliates, nor any
person acting on its or their behalf, has engaged or will engage in
any directed selling efforts within the meaning of Regulation S with
respect to the Bonds and the Guarantee, and the Guarantor, its
Affiliates and all person acting on its or their behalf have
complied and will comply with the offering restrictions requirements
of Regulation S in connection with the offering of the Bonds outside
of the United States. It is understood that, for the purposes of
this representation only, no Manager shall be deemed to be a person
acting on behalf of the Guarantor.                                                                                                                                                                                                                                                                                                                                                                                                               
|
| | 7.2.10 |  | Subject to the conditions in the Guarantee and the Fiscal Agency
Agreement, payments under the Guarantee will be made by the
Guarantor without withholding or deduction for any taxes, duties or
charges of whatever nature of the Netherlands, the United States of
America or any political subdivision or authority or any State
thereof or therein, as the case may be, having power to tax.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|
| | 7.2.11 |  | The Guarantor is subject to Section 13 or 15(d) of the Exchange
Act.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|
| | 7.2.12 |  | The Guarantor is not, and does not own or control, an open-end
investment company, unit investment trust or face-amount certificate
company that is or is required to be registered under Section 8 of
the Investment Company Act, nor is it, nor does it own or control, a
closed-end investment company required to be registered, but not
registered, thereunder.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           



|8. |  | COVENANTS OF THE ISSUER AND THE GUARANTOR                                                                         
|-- |  | ------------------------------------------------------------------------------------------------------------------
|  
|   |  | Each of the Issuer and the Guarantor covenants to and agrees with the
Lead Manager on behalf of the Managers that:



| | 8.1 |  | The Issuer (failing which, the Guarantor) will pay to the
Lead Manager an amount separately agreed on account of costs and
expenses incurred in connection with the transactions contemplated
in this Agreement pursuant to a letter of even date herewith from
the Issuer and Guarantor to the Lead Manager.
| | --- |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



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##### 



10



| | 8.2 |  | The Issuer (failing which, the Guarantor) will pay and
reimburse the Managers for any expenses incurred by any of them in
connection with, any documentary, stamp, stamp duty reserve or
similar issue tax or duty and any related interest or penalties on,
and value added tax (if any) payable in respect of the execution of
this Agreement, the Fiscal Agency Agreement, the Bonds and the
Guarantee, or the issue, subscription and delivery of the Bonds (in
global and definitive form) to the subscribers which are or may be
payable in any jurisdiction.                                                                                                                                        
| | --- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|
| | 8.3 |  | The Issuer (failing which, the Guarantor) will notify the
Managers promptly of the occurrence at any time prior to payment
being made for the Bonds on the Closing Date of any event which
renders or may render untrue or incorrect in any material respect
any of the representations, warranties, agreements and indemnities
contained in this Agreement (or which would have affected any of the
same if this Agreement had been entered into immediately thereafter)
and take such steps as may be reasonably requested by the Lead
Manager to remedy and/or publicise the same and to reimburse the
Lead Manager in respect of any expenses incurred by it in connection
with such steps taken by it.
|
| | 8.4 |  | The Issuer (failing which, the Guarantor) will furnish the
Managers with copies of the Offering Circular, and any amendments or
supplements thereto, in such quantities as they may from time to
time reasonably request.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|
| | 8.5 |  | Neither the Issuer, the Guarantor, nor any of their
respective Affiliates, nor any person acting on behalf of the
Issuer, the Guarantor or any such Affiliate will engage in any
directed selling efforts with respect to the Bonds within the
meaning of Regulation S. It is understood that, for the purposes of
this covenant only, no Manager shall be deemed to be a person acting
on behalf of the Issuer and/or the Guarantor.                                                                                                                                                                                                                                                                      
|
| | 8.6 |  | The Issuer, the Guarantor, each of their respective
Affiliates and each person acting on behalf of either of them will
comply with the offering restrictions requirement of Regulation S.
It is understood that, for the purposes of this covenant only, no
Manager shall be deemed to be a person acting on behalf of the
Issuer and/or the Guarantor.                                                                                                                                                                                                                                                                                                                                                    
|
| | 8.7 |  | The Issuer will comply with the provisions of the Regulation
of the Dutch Minister of Finance of February 4, 1993 in
implementation of section 1, paragraph 3 of the Banking Act in order
not to be considered a credit institution within the meaning of the
Banking Act.                                                                                                                                                                                                                                                                                                                                                                                                                                 



|9. |  | CONDITIONS PRECEDENT                                                                                                                                                                                                                                                                                                                                                                                                   
|-- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|  
|   |  | The obligations of the Managers hereunder shall be subject to the
conditions that the representations and warranties contained in Section 7
be true and correct in all material respects as though given on the
Closing Date and that each of the Issuer and the Guarantor shall have
performed all of its obligations hereunder to be performed prior to the
Closing Date, and to the following additional conditions:



| | 9.1 |  | There not having been between the signing of this Agreement
and the Closing Date any change, nor any development or event
reasonably likely to involve a change, which would, in the
reasonable judgment of the Lead Manager , on behalf of the
| | --- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



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##### 



11



| |     |  | Managers, be materially adverse, in the context of the offering of the Bonds,
to the condition (financial or otherwise) of the Issuer, the
Guarantor or the Group as a whole from that set forth in the
Offering Circular (including information incorporated by reference
therein).                                                                                                                                                                                                                                                                                                                     
| | --- |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|
| | 9.2 |  | There having been delivered to the Lead Manager certificates,
dated the Closing Date, signed by a duly authorised officer of each
of the Issuer and the Guarantor as to the accuracy in all material
respects of the representations and warranties in Section 7, the
matters set out in Section 9.1 above (with the omission of the
reference to the judgment of the Lead Manager ) and to the effect
that on or prior to the Closing Date each of the Issuer and the
Guarantor (as the case may be) had performed all of its obligations
under this Agreement to be performed on or prior to such date.
|
| | 9.3 |  | The Luxembourg Stock Exchange having agreed to list the Bonds
on or before the Closing Date.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|
| | 9.4 |  | The Fiscal Agency Agreement, the Bonds and the Guarantee
having been executed by the respective parties thereto on or prior
to the Closing Date.                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|
| | 9.5 |  | (i) Allen & Overy, New York and Dutch legal advisers to the
Managers, having furnished to the Managers their written opinion
dated the Closing Date in a form satisfactory to the Lead Manager;
(ii) Hugh C. ODonnell, General-Counsel of the Guarantor, Cravath,
Swaine & Moore, New York legal advisers, and Stibbe Simont Monahan
Duhot P.C., Dutch legal advisers to the Issuer and the Guarantor,
having furnished to the Managers their written opinion in the agreed
form, dated the Closing Date.                                                                                               
|
| | 9.6 |  | Ernst & Young LLP, auditors of the Issuer and the Guarantor,
having furnished to the Managers on the date of this Agreement, a
letter, in the agreed form, dated the date of this Agreement, and
having furnished to the Managers on the Closing Date a further
letter in the agreed form, dated the Closing Date.                                                                                                                                                                                                                                                                                       
|
| | 9.7 |  | The Lead Managers, on behalf of the Managers, having received
not later than the last Brussels business day prior to the Closing
Date certified copies of all consents, authorisations and approvals
of any governmental or regulatory authorities (if any) required for
the execution, delivery of and performance of the obligations of
each of the Issuer and the Guarantor under this Agreement and the
Fiscal Agency Agreement and for the issue and offering of the Bonds
or (as applicable) the Guarantee.                                                                                        
|
| | 9.8 |  | On or after the date of this Agreement, no nationally
recognised rating agency (as defined for purposes of Rule 436(g)
under the Securities Act) having downgraded, nor given notice or
made any initial public announcement of (i) any intended or
potential downgrading or (ii) any review or surveillance with
negative implications of, the rating accorded to any other debt
securities of the Guarantor.                                                                                                                                                                                           



| |  | If any of the foregoing conditions is not satisfied on or before the
Closing Date, this Agreement shall (subject as mentioned below) thereupon
terminate and the parties hereto shall (subject to the provisions of
Section 13) be released and discharged from their respective obligations
hereunder, provided that the Lead Manager on behalf of the Managers may
in its discretion and by notice to the Issuer and the Guarantor waive
compliance with any one or more provisions of this Section 9 other than
the execution of the Fiscal Agency
| |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



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##### 



12



|     |  | Agreement and the Guarantee and (unless the Issuer agrees otherwise) the agreement of the Luxembourg
Stock Exchange to the listing of the Bonds.                                                                                     
|---- |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    
|10.  |  | CONFIRMATIONS AND UNDERTAKINGS OF THE MANAGERS                                                                                                                                                                                       
|    
|10.1 |  | Each of the Managers undertakes to and with the Issuer, the Guarantor and
the other Managers that the Bonds subscribed by it pursuant to this
Agreement have only been and will only be offered or subscribed on the
following terms:



| | 10.1.1 |  | each Manager acknowledges that the Bonds have not been and will
not be registered under the Securities Act and may not be offered or
sold within the United States or to, or for the account or benefit
of, U.S. persons except in accordance with Regulation S or pursuant
to an exemption from the registration requirements of the Securities
Act; and
| | ------ |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|
| | 10.1.2 |  | each Manager represents and agrees:                                                                                                                                                                                                                                                                                                                      
|

| | (i) |  | that it has offered and sold the Bonds, and will
offer and sell the Bonds (i) as part of their distribution at
any time and (ii) otherwise until 40 days after the later of
the commencement of the offering and the Closing Date (the
distribution compliance period), only in accordance with
Rule 903 of Regulation S under the Securities Act.
Accordingly, neither it, its affiliates nor any persons acting
on its or their behalf have engaged or will engage in any
directed selling efforts with respect to the Bonds, and it and
they have complied and will comply with the offering
restrictions requirement of Regulation S. It agrees that, at
or prior to confirmation of sale of Bonds, it will have sent
to each distributor, dealer or other person receiving a
selling concession, fee or other remuneration that purchases
any Bonds from it during the distribution compliance period a
confirmation or notice to substantially the following effect:
| | --- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     |  | 
| |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- |  | 
| |  | The Bonds covered hereby have not been and will not
be registered under the U.S. Securities Act of 1933,
as amended (the Securities Act) and may not be
offered and sold within the United States or to, or
for the account or benefit of, U.S. persons (i) as
part of their distribution at any time or (ii)
otherwise until 40 days after the later of the
commencement of the offering and the closing date,
except in either case in accordance with Regulation S
under the Securities Act.

| |                                                                                     |  | 
| | ----------------------------------------------------------------------------------- |  | 
| | Terms used in this paragraph 10.1.2 have the meanings given to them
by Regulation S



|10.2 |  | In addition,
|---- |  | ------------



| | 10.2.1 |  | except to the extent permitted under U.S. Treas. Reg.
§1.163-5(c)(2)(i)(D) (the D Rules), each Manager represents and
agrees that (1) it has not offered or sold, and during the
restricted period will not offer or sell, Bonds to a person who is
within the United States or its possessions or to a United States
person, and (2) it has not delivered and will not deliver within the
United States or its possessions definitive Bonds that are sold
during the restricted period;
| | ------ |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



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##### 



13



| | 10.2.2 |  | each Manager represents and agrees that it has and throughout the
restricted period will have in effect procedures reasonably designed
to ensure that its employees or agents who are directly engaged in
selling Bonds are aware that Bonds may not be offered or sold during
the restricted period to a person who is within the United States or
its possessions or to a United States person, except as permitted by
the D Rules;                                                          
| | ------ |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|
| | 10.2.3 |  | if it is a United States person, each Manager represents that it
is acquiring the Bonds for purposes of resale in connection with
their original issuance and if it retains Bonds for its own account,
it will only do so in accordance with the requirements of U.S.
Treas. Reg. §1.163-5(c)(2)(i)(D)(6); and                                                                                                                                                                                 
|
| | 10.2.4 |  | with respect to each affiliate that acquires from it Bonds for the
purpose of offering or selling such Bonds during the restricted
period, each Manager either (1) repeats and confirms the
representations and agreements contained in sub-paragraphs 10.2.1,
10.2.2 and 10.2.3 above on the affiliates behalf or (2) agrees that
it will obtain from such affiliate for the Issuers benefit the
representations and agreements contained in sub-paragraphs 10.2.1,
10.2.2 and 10.2.3 above.



|     |  | Terms used in this Section 10.2 have the meanings given to them by the
U.S. Internal Revenue Code and regulations thereunder, including the D
Rules.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|---- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    
|10.3 |  | Each Manager represents and agrees that (i) it has not offered or sold
and, prior to the date six months after the Closing Date, will not offer
or sell any Bonds to persons in the United Kingdom except to persons whose
ordinary activities involve them in acquiring, holding, managing or
disposing of investments (as principal or agent) for the purposes of their
businesses or otherwise in circumstances which have not resulted and will
not result in an offer to the public in the United Kingdom within the
meaning of the Public Offers of Securities Regulations 1995 (as amended);
(ii) it has complied and will comply with all applicable provisions of the
Financial Services Act 1986 with respect to anything done by it in
relation to the Bonds in, from or otherwise involving the United Kingdom;
and (iii) it has only issued or passed on and will only issue or pass on
in the United Kingdom any document received by it in connection with the
issue of the Bonds to a person who is of a kind described in Article 11(3)
of the Financial Services Act 1986 (Investment Advertisements)
(Exemptions) Order 1996 (as amended) or is a person to whom the document
may otherwise lawfully be issued or passed on.
|    
|10.4 |  | Each Manager acknowledges that no action has been or will be taken by the
Issuer, the Guarantor or such Manager that would or is intended to permit
a public offering of the Bonds or possession or distribution of the
Offering Circular or other offering material relating to the Bonds in any
country or jurisdiction where action for that purpose is required.
Accordingly, such Manager will observe all applicable laws and regulations
in each jurisdiction in or from which it may purchase, offer, deliver or
sell Bonds or have in its possession or distribute the Offering Circular
or other offering material relating to the Bonds and any offer, sale,
delivery or distribution of the Bonds, the Offering Circular or other
offering material relating to the Bonds by it will be made on the same
terms as above.                                                                                                                                                                                                                                                                                                                                                                                                           
|    
|10.5 |  | Without prejudice to the provisions of Sections 10.1 to 10.4 above, each
Manager agrees that it will obtain any consent, approval or permission
which is, to the best of its knowledge and belief, required for the offer,
purchase or sale by it of Bonds under the laws and regulations in force in
any jurisdiction to which it is subject or in which it makes such offers,
purchases                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      



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14



|     |  | or sales and it will, to the best of its knowledge and belief,
comply with all such laws and regulations.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|---- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    
|10.6 |  | Each Manager acknowledges that neither the Issuer nor the Guarantor
represents that any person (other than the Managers pursuant to the
arrangements contemplated by this Agreement) may lawfully offer or sell
the Bonds in accordance with the applicable registration requirements in
any jurisdiction. Each Manager also acknowledges that neither the Issuer
nor the Guarantor has authorised any person to make any representations or
supply any information in connection with the offering of the Bonds other
than as contained in the telex dispatched to the Managers by the Lead
Manager on March 28, 2000, or in the Offering Circular and neither the
Issuer nor the Guarantor shall have any responsibility in respect of any
such representation or information.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|    
|10.7 |  | Each Manager will indemnify and hold harmless the Issuer and the
Guarantor and their directors, officers, employees and controlling persons
against any losses, claims, damages or liabilities to which such person
may become subject to the extent that such losses, claims, damages or
liabilities (or actions in respect thereof) arise out of written
information relating to such Manager supplied to the Issuer and/or the
Guarantor specifically for use in the Offering Circular and will reimburse
each such person for any reasonable legal or other expenses incurred by
such person in connection with investigating or defending any such action
or claim as such expenses are incurred. The relevant Manager shall not,
in respect of the legal expenses of any indemnified party (indemnified
under the foregoing) in connection with any proceedings or related
proceedings in the same jurisdiction, be liable for the reasonable fees
and expenses of more than one separate firm (in addition to any local
counsel with respect to matters of local law or for the purpose of
allowing pro hac viceappearance only) for all indemnified parties, which
firm shall be designated in writing by the Issuer or the Guarantor,
provided that if the defendants in any such action, proceeding, claim or
demand include the Issuer, the Guarantor and the Managers or any of them,
and the Issuer or the Guarantor shall have reasonably concluded (after
such consultation with the Lead Manager on behalf of the Managers as may
be reasonably practicable in the circumstances) that there may be legal
defences available to both the Issuer and the Guarantor or the Issuer or
the Guarantor shall have concluded that there may be legal defences
available to the indemnified party which are different from or additional
to those available to the Issuer or the Guarantor, and in the event that
Lead Manager on behalf of the Managers or the relevant Manager, as the
case may be, is prevented from assuming such different or additional legal
defences on behalf of the Issuer, the Guarantor or the indemnified party,
the Issuer or the Guarantor, as the case may be, shall have the right, at
the reasonable expense of the Managers, to select separate legal advisers
to assume such legal defences and otherwise to participate in the defence
of such action, proceeding, claim or demand on behalf of the Issuer or the
Guarantor, as the case may be. The relevant Manager shall not be liable
for any settlement of any proceedings effected without its written consent
so long as that consent is not unreasonably withheld or delayed.
|    
|10.8 |  | Each of the Managers will (except as provided in Sections 8, 11 and 13 of
this Agreement) pay all its own costs and expenses and any advertising
expenses connected with any offers of Bonds it may make.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|    
|11.  |  | INDEMNIFICATION                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|    
|11.1 |  | The Issuer and the Guarantor, jointly and severally, undertake to
indemnify and hold harmless each Manager and their respective directors,
officers, employees and controlling persons against any losses, claims,
damages or liabilities, joint or several, to which such                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        



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15



|     |  | person may become subject, under the Securities Act or otherwise, insofar as such losses,
claims, damages or liabilities (or actions in respect thereof) arise out
of an untrue statement or alleged untrue statement of a material fact
contained in the Offering Circular or any amendment or supplement thereto,
or arise out of or are based upon the omission or alleged omission to
state therein a material fact required to be stated therein or necessary
to make the statements therein not misleading, and will reimburse each
such person for any reasonable legal or other expenses incurred by such
person in connection with investigating or defending any such action or
claim as such expenses are incurred; provided, however,that the Issuer
and the Guarantor shall not be liable in any such case to the extent that
any such loss, claim, damage or liability arises out of or is based upon
an untrue statement or alleged omission from any of such documents in
reliance upon and in conformity with written information that pertains to
any Manager and was furnished in writing to the Issuer or the Guarantor by
any such Manager through the Lead Manager specifically for use therein.
The Issuer and the Guarantor shall not, in respect of the legal expenses
of any indemnified party (indemnified under the foregoing) in connection
with any proceedings or related proceedings in the same jurisdiction, be
liable for the reasonable fees and expenses of more than one separate firm
(in addition to any local counsel with respect to matters of local law or
for the purpose of allowing pro hac viceappearance only) for all
indemnified parties, which firm shall be designated in writing by the Lead
Manager on behalf of the Managers, provided that if the defendants in any
such action, proceeding, claim or demand include the Issuer, the Guarantor
and the Managers or any of them, and the Lead Manager on behalf of the
Managers or the relevant Manager shall have reasonably concluded (after
such consultation with the Issuer and the Guarantor as may be reasonably
practicable in the circumstances) that there may be legal defences
available to all the Managers or the relevant Manager shall have concluded
that there may be legal defences available to the indemnified party which
are different from or additional to those available to the Issuer or the
Guarantor, and in the event that the Issuer or the Guarantor, as the case
may be, is prevented from assuming such different or additional legal
defences on behalf of the Managers or the indemnified party, the Lead
Manager on behalf of the Managers or the relevant Manager, as the case may
be, shall have the right, at the reasonable expense of the Issuer (failing
which, the Guarantor), to select separate legal advisers to assume such
legal defences and otherwise to participate in the defence of such action,
proceeding, claim or demand on behalf of the Lead Manager on behalf of the
Managers or of the relevant Manager, as the case may be. The Issuer and
the Guarantor shall not be liable for any settlement of any proceedings
effected without its written consent so long as that consent is not
unreasonably withheld or delayed.
|---- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    
|11.2 |  | If the indemnification provided for in Section 11.1 or Section 10.7 above
is unavailable to or insufficient to hold harmless an indemnified party in
respect of any losses, claims, damages or liabilities (or actions in
respect thereof) referred to therein, then the relevant indemnifying party
or parties and indemnified party or parties shall contribute to the amount
paid or payable by such indemnified party as a result of such losses,
claims, damages or liabilities (or actions in respect thereof) in such
proportion as is appropriate to reflect the relative benefits received by
the Issuer or the Guarantor, respectively, on the one hand and the
Managers on the other from the offering of the Bonds. If, however, the
allocation provided by the immediately preceding sentence is not permitted
by applicable law, then the relevant indemnifying party or parties and
indemnified party or parties shall contribute to such amount paid or
payable by such indemnified party in such proportion as is appropriate to
reflect not only such relative benefits but also the relative fault of the
Issuer and the Guarantor on the one hand and the Managers on the other in
connection with the representations, warranties, statements or omissions
which resulted in such losses, claims, damages or liabilities (or actions
in respect thereof), as well as any other relevant equitable
considerations. The relative benefits received by the Issuer or the
Guarantor on the one hand                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            



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16



|     |  | and the Managers on the other shall be deemed to
be in the same proportion as the total net proceeds from the offering of
the Bonds purchased under this Agreement (before deducting the fixed
amount payable pursuant to Sections 8.1 and 8.2 on account of expenses)
received collectively by the Issuer and the Guarantor bear to the total
commissions received by the Managers with respect to the Bonds purchased
under this Agreement as set out in Section 4. The relative fault shall be
determined by reference to, among other things, whether the
misrepresentation or alleged misrepresentation in, or breach or alleged
breach of, any of the above warranties and representations or the untrue
or alleged untrue statement of a material fact or the omission or alleged
omission to state a material fact relates to information supplied by the
Issuer or the Guarantor on the one hand or the Managers on the other and
the parties relative intent, knowledge, access to information and
opportunity to correct or prevent such statement or omission. The Issuer,
the Guarantor and the Managers agree that it would not be just and
equitable if contributions pursuant to this sub-paragraph were determined
by pro rataallocation or by any other method of allocation which does not
take account of the equitable considerations referred to above in this
sub-paragraph. The amount paid or payable by an indemnified party as a
result of the losses, claims, damages or liabilities (or actions in
respect thereof) referred to above in this sub-paragraph shall be deemed
to include any legal or other expenses reasonably incurred by such
indemnified party in connection with investigating or defending any such
action or claim to the extent that such expenses would have been
indemnified had the indemnification been enforceable. No person guilty of
fraudulent misrepresentation (within the meaning of Section 11(f) of the
Securities Act) shall be entitled to contribution from any perso
n who was
not guilty of such fraudulent misrepresentation. The Managers
obligations in this sub-paragraph to contribute are several in proportion
to their respective underwriting obligations and not joint.
|---- |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    
|11.3 |  | The obligations of the Issuer and the Guarantor under this Section 11
shall be in addition to any liability which the Issuer or the Guarantor
may otherwise have and shall extend, upon the same terms and conditions,
to each person, if any, who controls any Manager within the meaning of the
Securities Act and the obligations of the Managers under Section 10.7
shall be in addition to any liability which the respective Manager may
otherwise have and shall extend upon the same terms and conditions, to
each officer and director of the Issuer and the Guarantor and to each
person, if any, who controls the Issuer or the Guarantor within the
meaning of the Securities Act.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|    
|12.  |  | SURVIVAL                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|    
|     |  | The representations, warranties, agreements and indemnities contained in
this Agreement shall continue in full force and effect and shall survive
delivery of and payment for the Bonds, notwithstanding the termination of
this Agreement pursuant to Sections 9 or 13.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|    
|13.  |  | TERMINATION                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|    
|     |  | Notwithstanding anything contained in this Agreement, if, between the
date of this Agreement and the Closing Date (both dates inclusive),                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                



| | 13.1 |  | in the opinion of the Lead Manager, there shall have been
such a change in national or international financial, political or
economic conditions or currency exchange rates or exchange controls
as would in its view be likely to prejudice materially the success
of the offering and distribution of the Bonds or dealings in the
Bonds in the secondary market; or
| | ---- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



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##### 



17



| | 13.2 |  | the Issuer or the Guarantor, without the prior approval of
the Lead Manager on behalf of the Managers, makes any announcement
which would have a material adverse effect on the marketability of
the Bonds in the sole and absolute opinion of the Lead Manager;
| | ---- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



|    |  | then the Lead Manager on behalf of the Managers may by notice to the
Issuer and the Guarantor terminate this Agreement at any time before the
time on the Closing Date when payment would otherwise be due under this
Agreement to the Issuer in respect of the Bonds and upon the notice being
given the parties to this Agreement shall (except for the liability of
the Issuer and the Guarantor in relation to expenses as provided in
Sections 8.1, 8.2 and 12 and except for any liability arising before or
in relation to such termination) be released and discharged from their
respective obligations under this Agreement.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|--- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   
|14. |  | NOTICES                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|   
|    |  | In all dealings hereunder, the parties hereto shall be entitled to act
and rely upon any statement, request, notice or agreement on behalf of
any Manager made or given by the Managers jointly or by the Lead Manager
on their behalf.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|   
|    |  | Any notice hereunder to either the Issuer or the Guarantor shall be given
by the Lead Manager, on behalf of the Managers, to the Issuer at
Schiedamsedijk 20, 3134 KK, Vlaardingen, The Netherlands; attention:
Managing Director; telephone: +31 10 445 0055, fax: +31 10 445 0056, with
a copy to the Guarantor at the address, telephone, fax and to the
attention of the person mentioned below, and to the Guarantor at 2090
Florence Avenue, Cincinnati, Ohio, 45206-2425, U.S.A.; attention: General
Counsel, telephone: +1 513 487 5982, fax: 513-487-5969 and any notice or
document to be given or sent by the Issuer or the Guarantor to the
Managers shall be given or sent to the Lead Manager on behalf of the
Managers and addressed to the Managers, c/o ABN AMRO Bank N.V., Gustav
Mahlerlaan 10, 1000 EA Amsterdam, The Netherlands, Attention: Fixed
Income Syndication, telephone: + 31 (0)20 383 6817, fax: + 31 (0)20 628
7800, telex: 15112 ABAM NL. All such notices shall be given by letter
delivered in person, or sent by fax or communicated by telephone (subject
in the case of a communication by telephone to confirmation by letter or
fax within 24 hours). A notice shall be deemed received (if by fax) when
an acknowledgement of receipt is received, (if by telephone) when made or
(if by letter) when delivered, in each case in the manner required by
this Section 14.
|   
|15. |  | SUCCESSORS AND ASSIGNS                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|   
|    |  | This Agreement shall be binding upon, and enure solely to the benefit of,
the Managers, the Issuer, the Guarantor and their respective successors
and assigns, and no other person shall acquire or have any right under or
by virtue of this Agreement. No purchaser of any of the Bonds from any
Manager shall be deemed a successor or assign by reason merely of such
purchase.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|   
|16. |  | TIME OF THE ESSENCE                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|   
|    |  | Any date or period specified in this Agreement may be postponed or
extended by mutual agreement among the parties, but as regards any date
or period originally fixed or so postponed or extended, time shall be of
the essence.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  



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##### 



18



|17.  |  | GOVERNING LAW AND JURISDICTION                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|---- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    
|17.1 |  | This Agreement shall be governed by and construed in accordance with the
laws of the State New York, without regards to principles of conflict of
laws.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|    
|17.2 |  | Any State or federal courts siting in the Borough of Manhattan, the City
of New York shall have non-exclusive jurisdiction to settle any disputes
which may arise out of or in connection with this Agreement, and
accordingly any legal action or proceedings arising out of or in
connection with this Agreement (in this Section 16 referred to as
Proceedings) may be brought in such courts. Each of the Issuer and the
Guarantor irrevocably submits to the non-exclusive jurisdiction of such
courts and waives any objection which it may now or hereafter have to
Proceedings in any such courts whether on the ground of the laying of
venue or on the ground that the Proceedings have been brought in an
inconvenient forum and further agrees that a judgment in any Proceedings
brought in such courts shall be conclusive and binding upon it and may be
enforced in the courts of any other jurisdiction. Nothing in this section
shall limit any right to take Proceedings against the Issuer and/or the
Guarantor in any other court of competent jurisdiction, nor shall the
taking of Proceedings in one or more jurisdictions preclude the taking of
Proceedings in any other jurisdiction, whether concurrently or not.
|    
|17.3 |  | Each of the Issuer and the Guarantor agrees that the process by which any
Proceedings in New York City are begun may be served on it by being
delivered to it c/o CT Corporation System, 111 Eighth Avenue, New York,
New York 10011 or, in the case of the Guarantor only, by being delivered
to the Guarantor at 2090 Florence Avenue, Cincinnati, Ohio, 45206-2425,
U.S.A.; attention: General Counsel. If the appointment of the person
appointed to receive process on behalf of the Issuer or Guarantor ceases
to be effective, the Issuer or Guarantor (as applicable) shall forthwith
appoint a further person to the State of New York to accept service of
process on its behalf and notify the name and address of such person the
Lead Manager on behalf of the Managers, and, failing such appointment
within fifteen days the Lead Manager shall be entitled to appoint such a
person by written notice addressed and delivered to the Issuer and the
Guarantor.                                                                                                                                                                                                                                                                 
|    
|18.  |  | COUNTERPARTS                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|    
|     |  | This Agreement may be executed by any one or more of the parties hereto
in any number of counterparts, each of which shall be deemed to be an
original, but all such counterparts shall together constitute one and the
same instrument.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|    
|19.  |  | HEADINGS                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|    
|     |  | The descriptive headings of this Agreement are for convenience of
reference only and shall not define or limit the provisions thereof.
References in this Agreement to a document in the agreed form are
references to such document in the form of copies signed for the purpose
of identification by Allen & Overy and Cravath, Swaine & Moore with such
amendments only as may be agreed between the Issuer, the Guarantor and
the Lead Manager on behalf of the Managers.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|    
|     |  | If the foregoing is in accordance with your understanding, please sign
and return to us one counterpart hereof, and upon the acceptance hereof
by you, this letter and such acceptance hereof shall constitute a binding
agreement among each of the Managers, the Guarantor and the Issuer.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   



---



##### 



19

Yours faithfully,

MILACRON CAPITAL HOLDINGS B.V.

By:

Name:
Title:

MILACRON INC., as Guarantor

By:

Name:
Title:

Accepted as of the date hereof at Amsterdam, The Netherlands:

ABN AMRO BANK N.V.
J.P. MORGAN SECURITIES LTD.
BANK OF AMERICA INTERNATIONAL LIMITED
DEUTSCHE BANK AKTIENGESELLSCHAFT

|       |  |                                            
|------ |  | -------------------------------------------
|By:    |  | ABN AMRO BANK N.V.                         
|       |  |                                            
|By:    |  |                                            
|       |  |                                            
|Name:  |  | Leonique van Houwelingen                   
|Title: |  | Head of Fixed Income Transaction Management
|       |  |                                            
|By:    |  |                                            
|       |  |                                            
|Name:  |  | Cecilio Andres Alvarez Baptista            
|Title: |  | Capital Markets Advisor                    



---



##### 



Dated April 5, 2000

MILACRON CAPITAL HOLDINGS B.V.
as Issuer

and

MILACRON INC.
as Guarantor

and

ABN AMRO BANK N.V.

and

OTHERS



---

SUBSCRIPTION AGREEMENT\euro115,000,000
7.625% Guaranteed Bonds due 2005



ALLEN & OVERYNew York



---



##### 



INDEX

|        |  |                                                                |      |  |    | 
|------- |  | -------------------------------------------------------------- | ---- |  | -- | 
|Section |  |                                                                | Page
|       
|1.      |  | Subscription of the Bonds                                      |      |  | 1  | 
|2.      |  | Listing                                                        |      |  | 2  | 
|3.      |  | Announcements                                                  |      |  | 2  | 
|4.      |  | Commission and Concession                                      |      |  | 2  | 
|5.      |  | Closing                                                        |      |  | 2  | 
|6.      |  | Stabilisation and Over-allotment                               |      |  | 3  | 
|7.      |  | Representations and Warranties of the Issuer and the Guarantor |      |  | 3  | 
|8.      |  | Covenants of the Issuer and the Guarantor                      |      |  | 9  | 
|9.      |  | Conditions Precedent                                           |      |  | 10 | 
|10.     |  | Confirmations and Undertakings of the Managers                 |      |  | 12 | 
|11.     |  | Indemnification                                                |      |  | 14 | 
|12.     |  | Survival                                                       |      |  | 17 | 
|13.     |  | Termination                                                    |      |  | 16 | 
|14.     |  | Notices                                                        |      |  | 17 | 
|15.     |  | Successors and Assigns                                         |      |  | 17 | 
|16.     |  | Time of the Essence                                            |      |  | 17 | 
|17.     |  | Governing Law and Jurisdiction                                 |      |  | 18 | 
|18.     |  | Counterparts                                                   |      |  | 18 | 
|19.     |  | Headings                                                       |      |  | 18 |