CREDIT AGREEMENT

Exhibit 10.1

CREDIT AGREEMENT

Dated as of December 19, 2006

by and among

MILACRON INC. AND EACH OF THE

OTHER BORROWERS SIGNATORY HERETO,

as Borrowers,

CERTAIN OTHER SUBSIDIARIES OF MILACRON INC. SIGNATORY HERETO,

as Credit Parties,

THE LENDERS SIGNATORY HERETO FROM TIME TO TIME,

as Lenders,

and

GENERAL ELECTRIC CAPITAL CORPORATION,

as Administrative Agent,

and

GE CAPITAL MARKETS, INC.,

as Lead Arranger

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INDEX OF APPENDICES

This CREDIT AGREEMENT (this " Agreement "), dated as of December 19, 2006, by and among MILACRON INC., a Delaware corporation (" Parent "), CIMCOOL INDUSTRIAL PRODUCTS INC., a Delaware corporation (" Cimcool "), D-M-E MANUFACTURING INC., a Delaware corporation (" D-M-E Manufacturing "), D-M-E U.S.A. Inc., a Michigan corporation (" D-M-E USA "), MILACRON INDUSTRIAL PRODUCTS, INC., a Michigan corporation (" Industrial Products "), MILACRON MARKETING COMPANY, an Ohio corporation (" Marketing "), MILACRON PLASTICS TECHNOLOGIES GROUP INC., a Delaware corporation (" Plastics "), NICKERSON MACHINERY CHICAGO INC., an Illinois corporation (" Nickerson "), NORTHERN SUPPLY COMPANY, INC., a Minnesota corporation (" Northern "), OAK INTERNATIONAL, INC., a Michigan corporation (" Oak International "), PLIERS INTERNATIONAL INC., a Delaware corporation (" Pliers "), UNILOY MILACRON INC., a Delaware corporation (" Uniloy "), UNILOY MILACRON U.S.A. INC., a Michigan corporation (" Uniloy USA "), and D-M-E COMPANY, a Delaware corporation (" D-M-E Company ") (Parent, Cimcool, D-M-E Manufacturing, D-M-E USA, Industrial Products, Marketing, Plastics, Nickerson, Northern, Oak International, Pliers, Uniloy, Uniloy USA and D-M-E Company are collectively referred to herein as the " Borrowers " and individually as a " Borrower "); the other Credit Parties signatory hereto as Guarantors; GENERAL ELECTRIC CAPITAL CORPORATION, a Delaware corporation (in its individual capacity, " GE Capital "), for itself, as Lender, and as administrative agent for Lenders (" Agent "), and the other Lenders signatory hereto from time to time.

RECITALS

WHEREAS, Borrowers have requested that Lenders extend revolving credit facilities to Borrowers of up to One Hundred Five Million Dollars ($105,000,000) in the aggregate for the purpose of refinancing certain indebtedness of the Credit Parties, to pay fees and expenses related thereto and to provide (a) working capital financing for the Credit Parties, (b) funds for other general corporate purposes of the Credit Parties (including in the form of Letters of Credit) and (c) funds for other purposes permitted hereunder; and for these purposes, Lenders are willing to make certain loans and other extensions of credit to Borrowers of up to such amount upon the terms and conditions set forth herein; and

WHEREAS, Borrowers have agreed to secure all of their Obligations under the Loan Documents by granting to Agent, for the benefit of Agent and Lenders, a security interest in and lien upon their existing and after-acquired Collateral (as defined herein); and

WHEREAS, capitalized terms used in this Agreement shall have the meanings ascribed to them in Annex A and, for purposes of this Agreement and the other Loan Documents, the rules of construction set forth in Annex A shall govern. All Annexes, Schedules, Exhibits and other attachments (collectively, " Appendices ") hereto, or expressly identified to this Agreement, are incorporated herein by reference, and taken together with this Agreement, shall constitute but a single agreement. These Recitals shall be construed as part of the Agreement.

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NOW, THEREFORE, in consideration of the premises and the mutual covenants hereinafter contained, and for other good and valuable consideration, the parties hereto agree as follows:

1.  AMOUNT AND TERMS OF CREDIT

1.1     Credit Facilities .

(a)     Revolving Credit Facility .

(i)    Subject to the terms and conditions hereof, each Revolving Lender agrees to make available to Borrowers at any time and from time to time on and after the Closing Date until the Commitment Termination Date its Pro Rata Share of advances (each, a " Revolving Credit Advance "). The Pro Rata Share of the Revolving Loan of any Revolving Lender shall not at any time exceed its separate Revolving Loan Commitment (less its Pro Rata Share of the Export-Related Credit Participations). The obligations of each Revolving Lender hereunder shall be several and not joint. Until the Commitment Termination Date, Borrowers may borrow, repay and reborrow under this Section 1.1(a) ; provided ; however , except as set forth in Section 1.1(a)(iii) , the amount of any Revolving Credit Advance to be made at any time shall not exceed Primary Borrowing Availability at such time. Primary Borrowing Availability may be reduced by Reserves imposed by Agent in its Permitted Discretion. Each Revolving Credit Advance shall be made on notice by Borrower Representative on behalf of the applicable Borrower to one of the representatives of Agent identified in Schedule 1.1 at the address specified therein. Any such notice must be given no later than (1) noon (New York time) on the Business Day of the proposed Revolving Credit Advance, in the case of an Index Rate Loan, or (2) noon (New York time) on the date which is three (3) Business Days prior to the proposed Revolving Credit Advance, in the case of a LIBOR Loan. Each such notice (a " Notice of Revolving Credit Advance ") must be given in writing (by telecopy or overnight courier) substantially in the form of Exhibit 1.1(a)(i) , and shall include the information required in such Exhibit. If any Borrower desires to have the Revolving Credit Advances bear interest by reference to a LIBOR Rate, Borrower Representative must comply with Section 1.5(e) .

(ii)    Each Borrower shall, if requested by a Revolving Lender, jointly execute and deliver to such Revolving Lender a note to evidence the Revolving Loan Commitment of that Revolving Lender. Each note shall be in the principal amount of the Revolving Loan Commitment of the applicable Revolving Lender, dated the Closing Date (or such "effective date" as set forth under any Assignment Agreement) and substantially in the form of Exhibit 1.1(a)(ii) (each a " Revolving Note " and, collectively, the " Revolving Notes "). Each Revolving Note shall represent the obligation of the applicable Borrower to pay the amount of the applicable Revolving Lender’s Revolving Loan Commitment or, if less, such Revolving Lender’s Pro Rata Share of the aggregate unpaid principal amount of all Revolving Credit Advances to such Borrower together with interest thereon as prescribed in Section 1.5 . The entire unpaid balance of the aggregate Revolving Loan and all other non-contingent Obligations shall be immediately due and payable in full in immediately available funds on the Commitment Termination Date.

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(iii)    Subject to the terms and conditions hereof, at the request of Borrower Representative, each Revolving Lender agrees to make at any time and from time to time on and after the Closing Date until the Commitment Termination Date its Pro Rata Share of  Revolving Credit Advances to Borrowers notwithstanding that any such Revolving Credit Advance will cause the outstanding balance of the aggregate Revolving Loans to exceed the Primary Borrowing Availability (any such excess Revolving Credit Advances are herein referred to collectively as " Permitted Overadvances "); provided , however , the amount of all Permitted Overadvances outstanding at any time shall not exceed the Maximum Overadvance Amount at such time. The Pro Rata Share of the Permitted Overadvances plus all other Revolving Loans of any Revolving Lender shall not at any time exceed its separate Revolving Loan Commitment (less its Pro Rata Share of the Export-Related Credit Participations and Swing Line Loans). The obligations of each Revolving Lender to make Permitted Overadvances hereunder shall be several and not joint. Until the Commitment Termination Date, Borrowers may borrow, repay and reborrow under this Section 1.1(a)(iii) . Each Permitted Overadvance shall be made on notice by Borrower Representative on behalf of the applicable Borrower to one of the representatives of Agent identified in Schedule 1.1 at the address specified therein. Any such notice must be given no later than (1) noon (New York time) on the Business Day of the proposed Permitted Overadvance, in the case of an Index Rate Loan, or (2) noon (New York time) on the date which is three (3) Business Days prior to the proposed Permitted Overadvance, in the case of a LIBOR Loan. Each such notice (a " Notice of Permitted Overadvance ") must be given in writing (by telecopy or overnight courier) substantially in the form of Exhibit 1.1(a)(iii) , and shall include the information required in such Exhibit. If any Borrower desires to have a Permitted Overadvance bear interest by reference to a LIBOR Rate, Borrower Representative must comply with Section 1.5(e) .

(b)     Intentionally Omitted .

(c)     Swing Line Facility .

(i)    Agent shall notify the Swing Line Lender promptly upon Agent’s receipt of any Notice of Revolving Credit Advance. Subject to the terms and conditions hereof, the Swing Line Lender may, in its discretion, make available from time to time on and after the Closing Date until the Commitment Termination Date advances (each, a " Swing Line Advance ") in accordance with any such notice. The provisions of this Section 1.1(c) shall not relieve Revolving Lenders of their obligations to make Revolving Credit Advances under Section 1.1(a) ; provided that if the Swing Line Lender makes a Swing Line Advance pursuant to any such notice, such Swing Line Advance shall be in lieu of any Revolving Credit Advance that otherwise may be made by Revolving Credit Lenders pursuant to such notice. The aggregate amount of Swing Line Advances outstanding shall not exceed at any time the lesser of (A) the Swing Line Commitment and (B) the lesser of the Maximum Amount and (except for Permitted Overadvances) the Aggregate Borrowing Base, in each case, less the outstanding balance of the Revolving Loan and the Export-Related Loan at such time (" Swing Line Availability "). Until the Commitment Termination Date, Borrowers may from time to time borrow, repay and reborrow under this Section 1.1(c) . Each Swing Line Advance shall be made pursuant to a Notice of Revolving Credit Advance delivered to Agent by Borrower Representative on behalf of the applicable Borrower in accordance with Section 1.1(a) . Any such notice must be given no later than noon (New York time) on the Business Day of the proposed Swing Line Advance.

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Unless the Swing Line Lender has received at least one Business Day’s prior written notice from Requisite Revolving Lenders instructing it not to make a Swing Line Advance, the Swing Line Lender shall, notwithstanding the failure of any condition precedent set forth in Sections 2.2 , be entitled to fund that Swing Line Advance, and to have each Revolving Lender make Revolving Credit Advances in accordance with Section 1.1(c)(iii) or purchase participating interests in accordance with Section 1.1(c)(iv) . Notwithstanding any other provision of this Agreement or the other Loan Documents, the Swing Line Loan shall constitute an Index Rate Loan. As provided in Section 1.1(c)(iii), Agent may cause the aggregate outstanding principal amount of the Swing Line Loan to be repaid from the proceeds of a Revolving Credit Advance.

(ii)    Each Borrower shall, if requested by the Swing Line Lender, jointly execute and deliver to the Swing Line Lender a promissory note to evidence the Swing Line Commitment. Such note shall be in the principal amount of the Swing Line Commitment of the Swing Line Lender, dated the Closing Date and substantially in the form of Exhibit 1.1(c)(ii) (the " Swing Line Note "). The Swing Line Note shall represent the obligation of each Borrower to pay the amount of the Swing Line Commitment or, if less, the aggregate unpaid principal amount of all Swing Line Advances made to such Borrower together with interest thereon as prescribed in Section 1.5 . The entire unpaid balance of the Swing Line Loan and all other non-contingent Obligations shall be immediately due and payable in full in immediately available funds on the Commitment Termination Date if not sooner paid in full.

(iii)    The Swing Line Lender, at any time and from time to time no less frequently than once weekly shall on behalf of any Borrower (and each Borrower hereby irrevocably authorizes the Swing Line Lender to so act on its behalf) request each Revolving Lender (including the Swing Line Lender) to make a Revolving Credit Advance to each Borrower (which shall be an Index Rate Loan) in an amount equal to that Revolving Lender’s Pro Rata Share of the principal amount of the applicable Borrower’s Swing Line Loan (the " Refunded Swing Line Loan ") outstanding on the date such notice is given. Unless any of the events described in Section 8.1(i) or 8.1(j) has occurred (in which event the procedures of Section 1.1(c)(iv) shall apply) and regardless of whether the conditions precedent set forth in this Agreement to the making of a Revolving Credit Advance are then satisfied, each Revolving Lender shall disburse directly to Agent, its Pro Rata Share of a Revolving Credit Advance on behalf of the Swing Line Lender prior to 3:00 p.m. (New York time) in immediately available funds on the Business Day next succeeding the date that notice is given. The proceeds of those Revolving Credit Advances shall be immediately paid to the Swing Line Lender and applied to repay the Refunded Swing Line Loan of the applicable Borrower.

(iv)    If, prior to refunding a Swing Line Loan with a Revolving Credit Advance pursuant to Section 1.1(c)(iii) , one of the events described in Section 8.1(i) or 8.1(j) has occurred, then, subject to the provisions of Section 1.1(c)(v) , each Revolving Lender shall, on the date such Revolving Credit Advance was to have been made for the benefit of the applicable Borrower, purchase from the Swing Line Lender an undivided participation interest in the Swing Line Loan to such Borrower in an amount equal to its Pro Rata Share of such Swing Line Loan. Upon request, each Revolving Lender shall promptly transfer to the Swing Line Lender, in immediately available funds, the amount of its participation interest.

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(v)    Each Revolving Lender’s obligation to make Revolving Credit Advances in accordance with Section 1.1(c)(iii) and to purchase participation interests in accordance with Section 1.1(c)(iv) shall be absolute and unconditional and shall not be affected by any circumstance, including (A) any setoff, counterclaim, recoupment, defense or other right that such Revolving Lender may have against the Swing Line Lender, any Borrower or any other Person for any reason whatsoever; (B) the occurrence or continuance of any Default or Event of Default; (C) any inability of any Borrower to satisfy the conditions precedent to borrowing set forth in this Agreement at any time or (D) any other circumstance, happening or event whatsoever, whether or not similar to any of the foregoing. If any Revolving Lender does not make available to Agent or the Swing Line Lender, as applicable, the amount required pursuant to Section 1.1(c)(iii) or 1.1(c)(iv) , as the case may be, the Swing Line Lender shall be entitled to recover such amount on demand from such Revolving Lender, together with interest thereon for each day from the date of non-payment until such amount is paid in full at the Federal Funds Rate for the first two (2) Business Days and at the Index Rate thereafter.

(d)     Export-Related Loan .

(i)    Subject to the terms and conditions hereof, the Export-Related Loan Lender agrees to make available to Borrowers at any time and from time to time on and after the Export-Related Loan Commitment Date until the Export-Related Loan Termination Date export-related advances (each, an " Export-Related Advance ") in accordance with any notice provided as set forth below. Until the Export-Related Loan Termination Date, Borrowers may from time to time borrow, repay and reborrow under this Section 1.1(d)(i) ; provided , that (A) the amount of any Export-Related Advance to be made at any time shall not exceed the Export-Related Borrowing Availability at such time, and (B) the aggregate amount of Export-Related Advances outstanding shall not exceed at any time the lesser of (i) the Export-Related Loan Commitment or (ii) the Maximum Amount less the outstanding balances of the Revolving Loan and the Export-Related Loan at such time. Export-Related Borrowing Availability may be further reduced by Reserves imposed by Agent in its Permitted Discretion. Each Export-Related Advance shall be made on notice by Borrower Representative to one of the representatives of Agent identified in Schedule 1.1 at the address specified therein. Any such notice must be given no later than: (1) noon (New York time) on the Business Day of the proposed Export-Related Advance, in the case of an Index Rate Loan; or (2) noon (New York time) on the date which is three (3) Business Days prior to the proposed Export-Related Advance, in the case of a LIBOR Loan. Each such notice (a " Notice of Export-Related Advance ") must be given in writing (by telecopy or overnight courier) substantially in the form of Exhibit 1.1(d)(i) , and shall include the information required in such Exhibit). If Borrowers desire to have the Export-Related Advances bear interest by reference to a LIBOR Rate, Borrowers must comply with Section 1.5(e) . Agent shall notify the Export-Related Loan Lender promptly upon Agent’s receipt of any Notice of Export-Related Advance. Unless the Export-Related Loan Lender has received at least one Business Day’s prior written notice from Requisite Revolving Lenders instructing it not to make an Export-Related Advance, the Export-Related Loan Lender shall, notwithstanding the failure of any condition precedent set forth in Section 2.2 and Section 2.3 , be entitled to fund that Export-Related Advance, and to have each Revolving Lender purchase participating interests in accordance with Section 1.1(d)(iii) . The Export-Related Loan Lender, subject to the terms hereof, shall make the requested Export-Related Advance to Borrowers not later than 4:00 p.m. (New York time) on the requested funding date.

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(ii)    Each Borrower shall, if requested by the Export-Related Loan Lender, jointly execute and deliver to the Export-Related Loan Lender a promissory note to evidence the Export-Related Loan Commitment. Such note shall be in the principal amount of  the Export-Related Loan Commitment of the Export-Related Loan Lender, dated the Export-Related Loan Commitment Date and substantially in the form of Exhibit 1.1(d)(ii) (the " Export-Related Loan Note "). The Export-Related Loan Note shall represent the obligation of Borrowers to pay the amount of the Export-Related Loan Commitment or, if less, the aggregate unpaid principal amount of all Export-Related Advances made to Borrowers together with interest thereon as prescribed in Section 1.5 . The entire unpaid balance of the Export-Related Loan and all other non-contingent Obligations related thereto shall be immediately due and payable in full in immediately available funds on the Export-Related Loan Termination Date if not sooner paid in full.

(iii)    Immediately upon the making of any Export-Related Advance by the Export-Related Loan Lender, each Revolving Lender (including the Export-Related Loan Lender) shall be deemed to have irrevocably and unconditionally purchased from the Export-Related Loan Lender an undivided interest and participation in such Export-Related Advance in an amount equal to its Pro Rata Share of the principal amount of such Export-Related Advance (each an " Export-Related Credit Participation " and collectively, the " Export-Related Credit Participations "). Each Revolving Lender shall fund its participation in such Export-Related Advance in the same manner as provided in this Agreement with respect to Revolving Credit Advances, regardless of whether the conditions precedent set forth in this Agreement to the making of a Revolving Credit Advance are then satisfied, and as set forth in this Section 1.1(d) . The Export-Related Loan Lender, at any time and from time to time in its sole and absolute discretion, but not less frequently than weekly, shall request each Revolving Lender (including the Export-Related Loan Lender) to fund its participation in outstanding Export-Related Advances which have not been previously funded in an amount equal to its Pro Rata Share of the principal amount of such Export-Related Advances (a " Funded Export-Related Credit Participation "), regardless, among other things, of whether the conditions precedent set forth in this Agreement to the making of a Revolving Credit Advance are then satisfied. Each Revolving Lender shall disburse directly to Agent such amount prior to 4:00 p.m. (New York time) in immediately available funds on the Business Day next succeeding the date that such request is given, and Agent shall immediately pay such amount to the Export-Related Loan Lender.

(iv)    Each Revolving Lender’s obligation to purchase participation interests in accordance with Section 1.1(d)(iii) shall be absolute and unconditional and shall not be affected by any circumstance, including (A) any setoff, counterclaim, recoupment, defense or other right that such Revolving Lender may have against the Export-Related Loan Lender, Borrowers or any other Person for any reason whatsoever; (B) the occurrence or continuance of any Default or Event of Default; (C) any inability of Borrowers to satisfy the conditions precedent to borrowing set forth in this Agreement at any time; or (D) any other circumstance, happening or event whatsoever, whether or not similar to any of the foregoing. If any Revolving Lender does not make available to Agent the amount required pursuant to Section 1.1(d)(iii) , the Export-Related Loan Lender shall be entitled to recover such amount on demand from such Revolving Lender, together with interest thereon for each day from the date of non payment until such amount is paid in full at the Federal Funds Rate for the first two (2) Business Days and at the Index Rate thereafter.

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(v)    Any principal or interest received by Agent in respect of any Export-Related Advance shall be promptly paid by Agent to the Revolving Lenders which have a Funded Export-Related Credit Participation in such Export-Related Advance in an amount equal to their respective Pro Rata Shares of such principal or interest (and to the Export-Related Loan Lender with respect to any such Export-Related Advance as to which a Funded Export-Related Credit Participation does not exist).

(e)     Reliance on Notices; Appointment of Borrower Representative . Agent shall be entitled to rely upon, and shall be fully protected in relying upon, any Notice of Revolving Credit Advance, Notice of Export-Related Advance, Notice of Conversion/Continuation or similar notice believed by Agent to be genuine. Agent may assume that each Person executing and delivering any notice in accordance herewith was duly authorized, unless the responsible individual acting thereon for Agent has actual knowledge to the contrary. Each Borrower hereby designates Parent as its representative and agent on its behalf for the purposes of issuing Notices of Revolving Credit Advances, Notice of Export-Related Advances and Notices of Conversion/Continuation, giving instructions with respect to the disbursement of the proceeds of the Loans, selecting interest rate options, requesting Letters of Credit, giving and receiving all other notices and consents hereunder or under any of the other Loan Documents and taking all other actions (including in respect of compliance with covenants) on behalf of any Borrower or Borrowers under the Loan Documents. Borrower Representative hereby accepts such appointment. Agent and each Lender may regard any notice or other communication pursuant to any Loan Document from Borrower Representative as a notice or communication from all Borrowers, and may give any notice or communication required or permitted to be given to any Borrower or Borrowers hereunder to Borrower Representative on behalf of such Borrower or Borrowers. Each Borrower agrees that each notice, election, representation and warranty, covenant, agreement and undertaking made on its behalf by Borrower Representative shall be deemed for all purposes to have been made by such Borrower and shall be binding upon and enforceable against such Borrower to the same extent as if the same had been made directly by such Borrower.

1.2     Letters of Credit . Subject to and in accordance with the terms and conditions contained herein and in Annex B , Borrower Representative, on behalf of the applicable Borrower, shall have the right to request, and Revolving Lenders agree to incur, or purchase participations in, Letter of Credit Obligations in respect of each Borrower.

1.2A   Swap Related Reimbursement Obligations .

(a)    Borrowers agree to reimburse GE Capital in immediately available funds in the amount of any payment made by GE Capital under a Swap Related L/C (such reimbursement obligation, whether contingent upon payment by GE Capital under the Swap Related L/C or otherwise, being herein called a " Swap Related Reimbursement Obligation" ). No Swap Related Reimbursement Obligation for any Swap Related L/C may exceed the amount of the payment obligations owed by Borrowers under the interest rate protection or hedging agreement or transaction supported by the Swap Related L/C.

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(b)    A Swap Related Reimbursement Obligation shall be due and payable by Borrowers within one (1) Business Day after the date on which a related payment was made by GE Capital under the Swap Related L/C.

(c)    Any Swap Related Reimbursement Obligation shall, during the period in which it is unpaid, bear interest at the rate per annum equal to the LIBOR Rate plus one percent (1%), as if the unpaid amount of the Swap Related Reimbursement Obligation were a LIBOR Loan, and not at any otherwise applicable Default Rate. Such interest shall be payable upon demand. The following additional provisions apply to the calculation and charging of interest by reference to the LIBOR Rate:

(i)    The LIBOR Rate shall be determined for each successive one-month LIBOR Period during which the Swap Related Reimbursement Obligation is unpaid, notwithstanding the occurrence of any Event of Default and even if the LIBOR Period were to extend beyond the Commitment Termination Date.

(ii)    If a Swap Related Reimbursement Obligation is paid during a monthly period for which the LIBOR Rate is determined, interest shall be pro-rated and charged for the portion of the monthly period during which the Swap Related Reimbursement Obligation was unpaid. Section 1.13(b) shall not apply to any payment of a Swap Related Reimbursement Obligation during the monthly period.

(iii)    Notwithstanding the last paragraph of the definition of "LIBOR Rate", if the LIBOR Rate is no longer available from Telerate News Service, the LIBOR Rate shall be determined by GE Capital from such financial reporting service or other information available to GE Capital as in GE Capital’s reasonable discretion indicates GE Capital’s cost of funds.

(d)    Except as provided in the foregoing provisions of this Section 1.2A and in Section 11.3 , Borrowers shall not be obligated to pay to GE Capital or any of its Affiliates any Letter of Credit Fee, or any other fees, charges or expenses, in respect of a Swap Related L/C or arranging for any interest rate protection or hedging agreement or transaction supported by the Swap Related L/C. GE Capital and its Affiliates shall look to the beneficiary of a Swap Related L/C for payment of any such letter of credit fees or other fees, charges or expenses and such beneficiary may factor such fees, charges, or expenses into the pricing of any interest rate protection or hedging arrangement or transaction supported by the Swap Related L/C.

(e)    If any Swap Related L/C is revocable prior to its scheduled expiry date, GE Capital agrees not to revoke the Swap Related L/C unless the Commitment Termination Date or an Event of Default has occurred.

(f)    GE Capital or any of its Affiliates shall be permitted to (i) provide confidential or other information furnished to it by any of the Credit Parties (including, without limitation, copies of any documents and information in or referred to in the Closing Checklist, Financial Statements and Compliance Certificates) to a beneficiary or potential beneficiary of a Swap Related L/C and (ii) receive confidential or other information from the beneficiary or potential beneficiary relating to any agreement or transaction supported or to be supported by the Swap Related L/C. However, no confidential information shall be provided to any Person under this paragraph unless the Person has agreed to comply with the covenant substantially as contained in Section 11.8 .

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1.3     Prepayments .

(a)     Voluntary Prepayments; Reductions in Revolving Loan Commitments . Borrowers may at any time pursuant to written notice (or telephonic notice promptly confirmed in writing by telecopy or overnight delivery) by Borrower Representative to Agent (i) voluntarily prepay, without penalty or premium, all or part of the Revolving Loans and/or (ii) permanently reduce (but not terminate) the Revolving Loan Commitment; provided that (A) any such prepayments or reductions shall be in a minimum amount of $500,000 and integral multiples of $100,000 in excess of such amount (unless the outstanding principal balance of the Revolving Loans immediately prior to such reduction is less than $500,000 or any such integral multiple, in which case the prepayment shall be in the entire amount of such outstanding principal balance), (B) the Revolving Loan Commitment shall not be reduced to an amount less than the greater of (i) the amount of the Revolving Loan then outstanding and (ii) $75,000,000, and (C) after giving effect to such reductions, Borrowers shall comply with Section 1.3(b)(i) . Notwithstanding any of the foregoing, Borrowers may, without penalty or premium except as set forth in the GE Capital Fee Letter, at any time on at least five (5) Business Days’ prior written notice by Borrower Representative to Agent terminate the Revolving Loan Commitment; provided that upon such termination, all Loans and other non-contingent Obligations shall be immediately due and payable in full and all Letter of Credit Obligations shall be cash collateralized or otherwise satisfied in accordance with Annex B . Any voluntary prepayment and any reduction or termination of the Revolving Loan Commitment must be accompanied by payment of the Fees required by the GE Capital Fee Letter, if any, plus the payment of any LIBOR funding breakage costs in accordance with Section 1.13(b) . Upon any such reduction or termination of the Revolving Loan Commitment, each Borrower’s right to request Revolving Credit Advances, or request that Letter of Credit Obligations be incurred on its behalf, or request Swing Line Advances or Export-Related Advances, shall simultaneously be permanently reduced or terminated, as the case may be; provided that a permanent reduction of the Revolving Loan Commitment shall not require a corresponding pro rata reduction in the L/C Sublimit. Each notice of partial prepayment shall designate the Loans or other Obligations to which such prepayment is to be applied.

(b)     Mandatory Prepayments .

(i)    If at any time the aggregate outstanding balances of the Revolving Loan plus the Export-Related Loan exceed the lesser of (A) the Maximum Amount and (B) the sum of the Aggregate Borrowing Base plus the Maximum Overadvance Amount, Borrowers shall immediately repay the aggregate outstanding Permitted Overadvances to the extent required to eliminate such excess. If any such excess remains after repayment in full of the aggregate outstanding Permitted Overadvances, Borrowers shall immediately repay the aggregate outstanding Revolving Credit Advances to the extent required to eliminate such excess. If any such excess remains after repayment in full of the aggregate outstanding Permitted Overadvances and Revolving Credit Advances, Borrowers shall immediately repay the aggregate outstanding Export-Related Advances to the extent required to eliminate such excess.

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If any such excess remains after repayment in full of the aggregate outstanding Permitted Overadvances, Revolving Credit Advances and Export-Related Loans, Borrowers shall provide cash collateral for the Letter of Credit Obligations in the manner set forth in Annex B to the extent required to eliminate such excess. If no Event of Default shall have occurred and be continuing, all or a portion of such cash collateral shall be returned to Borrowers at such time as the aggregate outstanding balances of the Revolving Loan plus the Export-Related Loan no longer exceed the lesser of (A) the Maximum Amount and (B) the sum of the Aggregate Borrowing Base plus the Maximum Overadvance Amount. If on any day the outstanding balance of the Export-Related Loan exceeds the lesser of (A) the Export-Related Loan Commitment and (B) the Export-Related Borrowing Base, Borrowers shall on such day repay the aggregate outstanding Export-Related Advances to the extent required to eliminate such excess.

(ii)    Subject to the terms of the Intercreditor Agreement and the Senior Secured Notes Indenture (as in effect on the Closing Date or as amended in accordance with the terms hereof), upon receipt by any Credit Party of any Net Cash Proceeds of any asset Disposition, Borrowers shall promptly (and, in no event, later than one (1) Business Day after any such Disposition) prepay the Loans in an amount equal to all such Net Cash Proceeds. Any such prepayment shall be applied in accordance with Section 1.3(c) . The following shall not be subject to mandatory prepayment under this clause (ii) : (1) Net Cash Proceeds from asset Dispositions of less than $5,000,000 in the aggregate during the term of this Agreement, (2) Net Cash Proceeds from asset Dispositions that are reinvested in Equipment, Fixtures, real property or other assets useful in the businesses of the Credit Parties within one year following receipt thereof (the " Permitted Reinvestment Period ") or are committed in writing to be invested in Equipment, Fixtures, real property or other assets useful in the businesses of the Credit Parties within the Permitted Reinvestment period to the extent such Net Cash Proceeds are actually reinvested within six months of the expiration of the Permitted Reinvestment Period; provided that such Borrower notifies Agent of its intent to reinvest within 60 days of the time such proceeds are received and when such reinvestment occurs and (3) Net Cash Proceeds which, with the prior approval of Agent and the Requisite Lenders, are applied by a Credit Party to pay contributions to an Employee Plan which is subject to Title IV of ERISA, including any contributions not currently required under Section 412 of the IRC that are made for future funding purposes; provided that the Credit Party notifies Agent of its intent to make such contributions within 60 days before the time such contributions occur.

(iii)    If Parent issues Stock, or if any Credit Party issues any Indebtedness that is not otherwise permitted hereunder, no later than the Business Day following the date of receipt of the Net Cash Proceeds thereof, Parent shall prepay the Loans in an amount equal to all such Net Cash Proceeds. Any such prepayment shall be applied in accordance with Section 1.3(c) .

(c)     Application of Certain Mandatory Prepayments . Subject to Section 1.11, any prepayments made by any Borrower pursuant to Section 1.3(b)(ii) or (b)(iii) above shall be applied as follows: first , to Fees and reimbursable expenses of Agent then due and payable pursuant to any of the Loan Documents, until the same has been paid in full; second , to interest then due and payable on any Permitted Overadvance, until the same has been paid in full; third , to the principal balance of any Permitted Overadvance outstanding, until the same has been repaid in full; fourth , to interest then due and payable on Swing Line Loans, until the same has been paid in full; fifth , to the principal balance of the Swing Line Loan outstanding, until the same has been repaid in full; sixth , to interest then due and payable on Revolving Credit Advances, until the same has been paid in full; seventh , to the principal balance of Revolving Credit Advances outstanding, until the same has been repaid in full; eighth , to interest then due and payable on the Export-Related Loan, until the same has been paid in full; and last , to the principal balance of Export-Related Advances outstanding, until the same has been repaid in full. None of the Revolving Loan Commitment, the Export-Related Loan Commitment or the Swing Line Commitment shall be permanently reduced by the amount of any such payments.

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(d)     Application of Prepayments from Insurance and Condemnation Proceeds . Prepayments from Net Cash Proceeds of insurance or condemnation events in accordance with Section 5.7 and the Mortgage(s), respectively, shall be applied, first , to the Permitted Overadvances, second , to the Swing Line Loans, third , to the Revolving Credit Advances, and last , to the Export-Related Advances; provided , that prior to the Discharge of Term Obligations, proceeds of Senior Secured Priority Collateral to the extent payable to the holders of the Senior Secured Notes or to be held as Senior Secured Priority Collateral or otherwise shall be applied, in each case, in accordance with the terms of the Senior Secured Notes Indenture and the Intercreditor Agreement, provided   further that (1) the Borrower Representative shall certify to Agent that all such proceeds of Senior Secured Priority Collateral have been deposited into a Senior Secured Priority Account in accordance with Section 5.20 and otherwise as required by the Senior Secured Notes Indenture, the Intercreditor Agreement or the Loan Documents and (2) the Borrower Representative shall notify Agent in accordance with Section 5.20 prior to any withdrawal from or deposits to any such account. None of the Revolving Loan Commitment, Export-Related Loan Commitment or the Swing Line Loan Commitment shall be permanently reduced by the amount of any such prepayments.

(e)     No Implied Consent . Nothing in this Section 1.3 shall be construed to constitute Agent’s or any Lender’s consent to any transaction that is not permitted by other provisions of this Agreement or the other Loan Documents.

1.4     Use of Proceeds . Borrowers shall utilize the proceeds of the Loans solely for the Refinancing (and to pay any related transaction fees and expenses), and for the financing of Borrowers’ working capital, capital expenditures and other general corporate purposes. Schedule (1.4) contains a description of Borrowers’ sources and uses of funds as of the Closing Date, including Loans and Letter of Credit Obligations to be made or incurred on that date, and a funds flow memorandum detailing how funds from each source are to be transferred to particular uses.

1.5     Interest and Applicable Margins .

(a)    Borrowers shall pay interest to Agent, for the ratable benefit of Lenders in accordance with the various Loans being made by each Lender, in arrears on each applicable Interest Payment Date, at the following rates: (i) with respect to the Revolving Credit Advances, the Index Rate plus the Applicable Revolver Index Margin per annum or, at the election of Borrower Representative, the applicable LIBOR Rate plus the Applicable Revolver LIBOR Margin per annum; (ii) with respect to the Export-Related Advances, the Index Rate plus the Applicable Export-Related Index Margin per annum or, at the election of Borrower Representative, the applicable LIBOR Rate plus the Applicable Export-Related LIBOR Margin per annum; (iii) with respect to the Permitted Overadvance, the Index Rate plus the Applicable Overadvance Loan Index Margin per annum or, at the election of Borrower Representative, the applicable LIBOR Rate plus the Applicable Overadvance Loan LIBOR Margin per annum; and (iv) with respect to the Swing Line Loan, the Index Rate plus the Applicable Revolver Index Margin per annum.

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As of the Closing Date, the Applicable Margins are as follows:

The Applicable Margins may be adjusted by reference to the following grids :