SENIOR SECURED SUPERPRIORITY PRIMING DEBTOR-IN-POSSESSION CREDIT AGREEMENT

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AVENUE INVESTMENTS, LP | Milacron Canada Ltd | Milacron Capital Holdings BV | US Bankruptcy Code, DDJ CAPITAL MANAGEMENT, LLC

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Title: SENIOR SECURED SUPERPRIORITY PRIMING DEBTOR-IN-POSSESSION CREDIT AGREEMENT
Governing Law: New York Date: 3/17/2009
Industry: Misc. Capital Goods Law Firm: Dinsmore Shohl;Shearman Sterling Sector: Capital Goods

SENIOR SECURED SUPERPRIORITY PRIMING DEBTOR-IN-POSSESSION CREDIT AGREEMENT, Parties: avenue investments lp , milacron canada ltd , milacron capital holdings bv , us bankruptcy code ddj capital management llc

Exhibit 10.01

EXECUTION COPY

______________________________________________________________________________

$80,000,000

SENIOR SECURED SUPERPRIORITY
PRIMING DEBTOR-IN-POSSESSION CREDIT AGREEMENT

Dated as of March 11, 2009

Among

MILACRON INC.,
as Debtor and Debtor-in-Possession
as Borrower

and the

GUARANTORS PARTY HERETO,
as Debtors and Debtors in Possession under Chapter 11 of the U.S. Bankruptcy Code

and

DDJ CAPITAL MANAGEMENT, LLC
as Administrative Agent

and

AVENUE INVESTMENTS, L.P.
and
CERTAIN AFFILIATES OF DDJ CAPITAL MANAGEMENT, LLC
as Initial Lenders

______________________________________________________________________________

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TABLE OF CONTENTS

Page

ARTICLE I

DEFINITIONS AND ACCOUNTING TERMS

Section 1.01

Certain Defined Terms

Section 1.02

Computation of Time Periods

Section 1.03

Accounting Terms

ARTICLE II

AMOUNTS OF THE ADVANCES

Section 2.01

The Advances

Section 2.02

Making the Advances

Section 2.03

[INTENTIONALLY OMITTED]

Section 2.04

Repayment of Advances

Section 2.05

Termination or Reduction of Commitments

Section 2.06

Prepayments

Section 2.07

Interest

Section 2.08

Fees

Section 2.09

Conversion of Advances

Section 2.10

Increased Costs, Etc

Section 2.11

Payments and Computations

Section 2.12

Taxes

Section 2.13

Sharing of Payments, Etc

Section 2.14

Use of Proceeds

Section 2.15

Defaulting Lenders

Section 2.16

Evidence of Debt

Section 2.17

Priority and Liens

Section 2.18

Payment of Obligations

Section 2.19

No Discharge: Survival of Claims

Section 2.20

Replacement of Certain Lenders

Section 2.21

Waiver of Priming Rights

Section 2.22

Release

ARTICLE III

CONDITIONS TO EFFECTIVENESS

Section 3.01

Conditions Precedent to Effectiveness

Section 3.02

Conditions Precedent to Each Borrowing

Section 3.03

Conditions Precedent to the availability of Final Order Commitment Amount

Section 3.04

Determinations Under Sections 3.01 and 3.03

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ARTICLE IV

REPRESENTATIONS AND WARRANTIES

Section 4.01

Representations and Warranties of the Loan Parties

ARTICLE V

COVENANTS OF THE LOAN PARTIES

Section 5.01

Affirmative Covenants

Section 5.02

Negative Covenants

Section 5.03

Reporting Requirements

Section 5.04

Total Disbursements Covenant

ARTICLE VI

EVENTS OF DEFAULT

Section 6.01

Events of Default

ARTICLE VII

THE AGENTS

Section 7.01

Appointment and Authorization of the Administrative Agent

Section 7.02

Delegation of Duties

Section 7.03

Liability of Agent

Section 7.04

Reliance by Agent

Section 7.05

Notice of Default

Section 7.06

Credit Decision; Disclosure of Information by Agent

Section 7.07

Indemnification of Agent

Section 7.08

Agent in Its Individual Capacity

Section 7.09

Successor Agent

Section 7.10

Proofs of Claim

Section 7.11

Collateral and Guaranty Matters

Section 7.12

Quebec Security

ARTICLE VIII

SUBSIDIARY GUARANTY

Section 8.01

Subsidiary Guaranty

Section 8.02

Guaranty Absolute

Section 8.03

Waivers and Acknowledgments

Section 8.04

Subrogation

Section 8.05

Additional Guarantors

Section 8.06

Continuing Guarantee; Assignments

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Section 8.07

No Reliance

Section 8.08

Indemnification

Section 8.09

Parallel Debt Obligations

ARTICLE IX

SECURITY

Section 9.01

Grant of Security

Section 9.02

Further Assurances

Section 9.03

Rights of Lender; Limitations on Lenders’ Obligations

Section 9.04

Covenants of the Loan Parties with Respect to Collateral

Section 9.05

Performance by Agent of the Loan Parties’ Obligations

Section 9.06

The Administrative Agent’s Duties

Section 9.07

Remedies

Section 9.08

Modifications

Section 9.09

Release; Termination

Section 9.10

Non-U.S. Loan Party

ARTICLE X

MISCELLANEOUS

Section 10.01

Amendments, Etc

Section 10.02

Notices, Etc

Section 10.03

No Waiver; Remedies

Section 10.04

Costs, Fees and Expenses

Section 10.05

Right of Set-off

Section 10.06

Binding Effect

Section 10.07

Successors and Assigns

Section 10.08

Execution in Counterparts

Section 10.09

Confidentiality; Press Releases and Related Matters

Section 10.10

Patriot Act Notice

Section 10.11

Jurisdiction, Etc

Section 10.12

Governing Law

Section 10.13

Waiver of Jury Trial

Section 10.14

DIP Intercreditor Agreement

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SCHEDULES

Schedule I

Commitments and Applicable Lending Offices

Schedule II

Intellectual Property

Schedule III

Material IP Agreements

Schedule IV

Initial Pledged Equity

Schedule V

Initial Pledged Debt

Schedule 1.01(b)

Material Intellectual Property

Schedule 4.01

Equity Investments; Subsidiaries

Schedule 4.01(h)

Disclosures

Schedule 4.01(l)

Environmental Matters

Schedule 5.01(n)(iii)

Post-Closing Matters

Schedule 5.02(a)

Existing Liens

Schedule 5.02(b)

Existing Debt

Schedule 5.02(c)

Existing Guarantee Obligations

Schedule 5.02(g)

Existing Investments

EXHIBITS

Exhibit A

Form of Note

Exhibit B

Form of Notice of Borrowing

Exhibit C

Form of Assignment and Acceptance

Exhibit D-1

Form of Opinion of Dinsmore & Shohl

Exhibit D-2

Form of In-House Legal Opinion

Exhibit E-1

U.S. Interim DIP Order

Exhibit E-2

Canadian Recognition Order

Exhibit F

[Reserved]

Exhibit G

Form of Guaranty Supplement

Exhibit H

Canadian Security Agreement

Exhibit I

DIP Intercreditor Agreement

Exhibit J

Form of Market Disruption Notice

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SENIOR SECURED SUPERPRIORITY PRIMING
DEBTOR-IN-POSSESSION CREDIT AGREEMENT

SENIOR SECURED SUPERPRIORITY DEBTOR-IN-POSSESSION CREDIT AGREEMENT (THIS “ Agreement ”) dated as of March 11, 2009 among MILACRON INC., a Delaware corporation and a debtor and debtor-in-possession in a case pending under chapter 11 of the U.S. Bankruptcy Code (as hereinafter defined) (“ Milacron ” or “ Borrower ”), and each U.S. Subsidiary signatory hereto (each, a “ U.S. Guarantor ”, and, collectively, together with any person that becomes a Guarantor hereunder pursuant to Section 8.05, the “ U.S. Guarantors ”), Milacron Canada Ltd., a corporation formed under the laws of the Province of Ontario (the “C anadian Cuarantor ”), Milacron Capital Holdings BV (the “ Dutch Guarantor ” and, together with the U.S. Guarantors and the Canadian Guarantor, the “ Guarantors ”), each of which is a debtor and debtor-in-possession in a case pending under Chapter 11 of the U.S. Bankruptcy Code, DDJ CAPITAL MANAGEMENT, LLC, (“ DDJ ”), in its capacity as administrative agent (or any successor or sub-agent appointed pursuant to Article VII, the “A dministrative Agent ”) for the lenders and the other Secured Parties (each as hereinafter defined), AVENUE INVESTMENTS, L.P. (“A venue ”), the Affiliates of DDJ listed on the signature pages hereto (collectively, the “ DDJ Funds ” and, together with Avenue the “I nitial Lenders ”) and the other banks, financial institutions and other institutions lenders party from time to time party hereto (each, a “ Lender ”, and collectively with the initial lenders and any other person that becomes a Lender hereunder pursuant to Section 10.07, the “L enders ”).

PRELIMINARY STATEMENTS

On March 10, 2009 (the “ Petition Date ”), the Borrower and each of the Guarantors filed voluntary petitions in the United States Bankruptcy Court for the Southern District of Ohio (the “ U.S. Bankruptcy Court ”) for relief, and commenced proceedings (the “ U.S. Cases ”) under Chapter 11 of Title 11 of the United States Code (11 U.S.C. §§ 101 et seq. ; the “ U.S. Bankruptcy Code ”) and have continued in the possession of their assets and in the management of their businesses pursuant to Sections 1107 and 1108 of the U.S. Bankruptcy Code.

On or the next day following the Petition Date, the Canadian Guarantor will commence a recognition proceeding (the “ CCAA Case ” and, together with the U.S. Cases, the “ Cases ”) in the Ontario Superior Court of Justice (Commercial List) (the “ Canadian Bankruptcy Court ” and, together with the U.S. Bankruptcy Court, the “ Bankruptcy Courts ”) under Section 18.6 of the Companies’ Creditors Arrangement Act (Canada) (the “ CCAA ” and, together with the U.S. Bankruptcy Code, the “ Bankruptcy Codes ”).

In connection with the Cases, the Borrower has requested that the Initial Lenders provide to the Borrower a senior secured superpriority priming multi-draw debtor in possession credit facility (the “ Facility ”) in an aggregate principal amount not to exceed $80,000,000.

To provide guarantees and security for the repayment of the advances under the Facility and the payment of the other obligations of the Borrower hereunder and under the other Loan Documents (as hereinafter defined), the Borrower and the Guarantors, as the case may be, will provide to the Administrative Agent and the Lenders (a) a guaranty from each of the Guarantors of the due and punctual payment of the obligations of the Borrower hereunder, and (b) the claims and liens described in Section 2.17 of this Agreement.

NOW, THEREFORE, in consideration of the premises and of the mutual covenants and agreements contained herein, the parties hereto hereby agree as follows:

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ARTICLE 1

DEFINITIONS AND ACCOUNTING TERMS

Section 1.01

Certain Defined Terms . As used in this Agreement, the following terms shall have the following meanings (such meanings to be equally applicable to both the singular and plural forms of the terms defined):

“ ABL Priority Collateral ” has the meaning set forth in the DIP Intercreditor Agreement.

“ Account Collateral ” has the meaning specified in Section 9.01(f).

“ Accounts ” has the meaning set forth in the UCC or, in the case of the Canadian Guarantor, in the PPSA.

“ Administrative Agent ” has the meaning specified in the recital of parties to this Agreement.

“ Administrative Agent’s Account ” means the account of the Administrative Agent maintained by the Administrative Agent with The Bank of New York Mellon and identified to the Borrower and the Lenders from time to time.

“ Administration Charge ” means a court-ordered charge in favor of (i) RSM Richter Inc. in its capacity as information officer, (ii) counsel to the information officer and (iii) counsel to the Borrower and the U.S. Guarantors and the Canadian Guarantor, in the amount of Cdn$150,000, granted pursuant to the Canadian Recognition Order.

“ Advance ” has the meaning specified in Section 2.01(a).

“ Affiliate ” means, as to any Person, any other Person that, directly or indirectly, controls, is controlled by or is under common control with such Person or is a director or officer of such Person. For purposes of this definition, the term “control” (including the terms “controlling”, “controlled by” and “under common control with”) of a Person means the possession, direct or indirect, of the power to direct or cause the direction of the management and policies of such Person, whether through the ownership of Voting Stock, by contract or otherwise.

“ After-Acquired Intellectual Property ” has the meaning specified in Section 9.04(e)(iii).

“ Agent-Related Persons ” means, the Administrative Agent, together with its respective Affiliates, and the officers, directors, employees, agents and attorneys-in-fact of the Administrative Agent and its Affiliates. For the avoidance of doubt, The Bank of New York Mellon acting as a sub-agent of the Administrative Agent for certain purposes hereunder shall constitute an Agent-Related Person for all purposes under this Agreement.

“ Agreement Value ” means, for each Hedge Agreement, on any date of determination, an amount equal to: (a) in the case of a Hedge Agreement documented pursuant to the Master Agreement (Multicurrency-Cross Border) published by the International Swap and Derivatives Association, Inc. (the “ Master Agreement ”), the amount, if any, that would be payable by any Loan Party or any of its Subsidiaries to its counterparty to such Hedge Agreement, as if (a) in the case of a Hedge Agreement traded on an exchange, the mark-to-market value of such Hedge Agreement, which will be the unrealized loss or gain on such Hedge Agreement to the Loan Party

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or Subsidiary of a Loan Party to such Hedge Agreement based on the settlement price of such Hedge Agreement on such date of determination; or (b) in all other cases, the mark-to-market value of such Hedge Agreement, which will be the unrealized loss or gain on such Hedge Agreement to the Loan Party or Subsidiary of a Loan Party to such Hedge Agreement determined as the amount, if any, by which (i) the present value of the future cash flows to be paid by such Loan Party or Subsidiary exceeds (ii) the present value of the future cash flows to be received by such Loan Party or Subsidiary pursuant to such Hedge Agreement; capitalized terms used and not otherwise defined in this definition shall have the respective meanings set forth in the above described Master Agreement

“ Alternate Base Rate ” means, at any time a Eurodollar Rate Market Disruption Event has occurred and is continuing, a fluctuating interest rate per annum in effect from time to time, which rate per annum shall at all times be equal to the highest of:

(a)

½ of 1% per annum above the Federal Funds Rate;

(b)

5.00%; and

(c)

the Alternate Eurodollar Rate for an Interest Period of one month in effect on such day plus 1%.

“ Alternate Base Rate Advance ” means an Advance that bears interest at a rate based on the Alternate Base Rate. Other than in respect of the applicable rate in respect of the Base Rate, all Alternate Base Rate Advances will be deemed to be Base Rate Advances for all other purposes of this Agreement.

“ Alternate Eurodollar Rate” means, for any date of determination, a rate per annum equal to the Eurodollar Rate plus, if the TED Spread as of 11:00 am, New York City time, on the applicable Business Day is (a) less than 1.50%, a rate per annum equal to 0.00%, (b) equal to or greater than 1.50% but less than or equal to 3.00%, a rate per annum equal to 1.00% and (c) if greater than 3.00%, a rate per annum equal to 2.00%.

“ Applicable Lending Office ” means, with respect to each Lender, such Lender’s Domestic Lending Office in the case of a Base Rate Advance and such Lender’s Eurodollar Lending Office in the case of a Eurodollar Rate Advance.

“ Applicable Margin ” means in the case of a Eurodollar Rate Advance or a Base Rate Advance, 15.00% per annum.

“ Approved Fund ” means any Fund that is administered or managed by (a) a Lender, (b) an Affiliate of a Lender or (c) an entity or an Affiliate of an entity that administers or manages a Lender.

“ Asset Purchase Agreement ” has the meaning set forth in Section 5.01(p)(i).

“ Asset Sale ” means any sale, lease, transfer or other disposition of property or series of related sales, leases, transfers or other dispositions of property by the Borrower and its Subsidiaries that yields Net Cash Proceeds to the Borrower and its Subsidiaries (valued at the initial principal amount thereof in the case of non-cash proceeds consisting of notes or other debt securities and valued at fair market value in the case of other non-cash proceeds).

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“ Assignment and Acceptance ” means an assignment and acceptance entered into by a Lender and an Eligible Assignee, and accepted by the Administrative Agent, in accordance with Section 10.07 and in substantially the form of Exhibit C hereto.

“ Availability ” means at any time the excess of (a) the total amount of the Commitment over (b) the Advances outstanding at such time.

“ Avoidance Actions ” shall mean any and all claims or causes of action arising under Chapter 5 (other than Section 506(c)) or Section 724(a) of the U.S. Bankruptcy Code to avoid transfers, preserve or transfer liens or otherwise recover property of the estate. “Avoidance Actions” do not include claims or causes of action pursuant to Section 549 of the Bankruptcy Code and the proceeds thereof, to the extent the transfer avoided was of an asset otherwise constituting the Collateral.

“ Bankruptcy Codes ” has the meaning specified in the Preliminary Statements.

“ Bankruptcy Courts ” has the meaning specified in the Preliminary Statements.

“ Base Rate ” means a fluctuating interest rate per annum in effect from time to time, which rate per annum shall at all times be equal to the higher of:

(a)

½ of 1% per annum above the Federal Funds Rate; and

(b)

5.00%.

“ Base Rate Market Disruption Event ” has the meaning specified in Section 2.10.

“ BIA ” means the Bankruptcy and Insolvency Act (Canada).

“ Bid Procedures Motions ” has the meaning specified in Section 5.01(p).

“ Bid Procedures Orders ” has the meaning specified in Section 5.01(p).

“ Borrower ” has the meaning specified in the recital of parties to this Agreement.

“ Borrower’s Account ” means the account of the Borrower maintained by the Borrower and specified in writing to the Administrative Agent from time to time; provided that such account shall be maintained with the Administrative Agent or a Lender or will be the subject of the account control agreement listed on Schedule 5.01(n)(iii), which will create a valid perfected first priority security interest in such account in favor of the Administrative Agent for the ratable benefit of the Secured Parties.

“ Borrowing ” means a borrowing consisting of simultaneous Advances made by the Lenders.

“ Business Day ” means a day of the year on which banks are not required or authorized by law to close in New York City and, if the applicable Business Day relates to any Eurodollar Rate Advances, on which dealings are carried on in the London interbank market.

“ Canadian Bankruptcy Court ” has the meaning specified in the Preliminary Statements.

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“ Canadian CCAA Orders ” means collectively the Canadian Recognition Order, the Canadian DIP Recognition Order and the Canadian Second DIP Recognition Order.

“ Canadian DIP Recognition Order ” means a recognition order made by the Canadian Bankruptcy Court pursuant to section 18.6 of the CCAA, in form and substance reasonably satisfactory to the Required Lenders, recognizing and giving full force and effect to the U.S. Interim DIP Order;

“ Canadian Guarantor ” has the meaning set forth in the recitals of parties to this Agreement.

“ Canadian Pension Plans ” means each plan which is a “registered pension plan” (as defined in Section 248(1) of the ITA) in Canada, established, maintained or contributed to by any Loan Party for its employees or former employees, and shall not mean the Canadian Pension Plan that is maintained by the Government of Canada.

“ Canadian Benefit Plans ” means all material employee benefit plans of any nature or kind whatsoever that are not Canadian Pension Plans and are maintained or contributed to by any Loan Party having employees in Canada.

“ Canadian Recognition Order ” means a certified copy of the recognition order made by the Canadian Bankruptcy Court pursuant to section 18.6 of the CCAA in substantially the form of Exhibit E-2.

“ Canadian Second DIP Recognition Order ” means a recognition order made by the Canadian Bankruptcy Court pursuant to section 18.6 of the CCAA, in form and substance reasonably satisfactory to the Required Lenders recognizing and giving full force and effect to the U.S. Final DIP Order.

“ Canadian Security Agreement ” means the Security Agreement dated as of the date hereof attached as Exhibit H hereto by and among Milacron Canada and the Administrative Agent, in form and substance reasonably satisfactory to the Required Lenders.

“ Capital Expenditures ” means, for any Person for any period, the sum (without duplication) of all expenditures made, directly or indirectly, by such Person or any of its Subsidiaries during such period for equipment, fixed assets, real property or improvements, or for replacements or substitutions therefor or additions thereto, that have been or should be, in accordance with GAAP, reflected as additions to property, plant or equipment on a Consolidated balance sheet of such Person.

“ Capitalized Leases ” means all leases that have been or should be, in accordance with GAAP, recorded as capitalized leases.

“ Carve-Out ” means the sum of (a) accrued but unpaid professional fees and expenses of the Loan Parties and the Committee and the amount of Administration Charge, solely to the extent such fees and expenses (and in the case of the Administration Charge, the fees and expenses claimed thereon) are consistent with the Thirteen Week Forecast, were incurred prior to the occurrence of an Event of Default (but after the later of (i) 50 days prior to the date of the occurrence of the Event of Default and (ii) the date of filing of the last fee application (of the applicable professional) prior to such Event of Default), and are allowed by the applicable Bankruptcy Court and (b) accrued but unpaid professional fees and expenses incurred by the

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Loan Parties and the Committee (to the extent consistent with the Thirteen Week Forecast) in the Cases after an Event of Default (that is not cured or waived) in an aggregate amount not to exceed $1,500,000, which amount will (i) be inclusive of the amount of the Administration Charge and (ii) also be used for payment of approved professional fees for any Bankruptcy Court appointed Chapter 7 trustee, or similar trustee or receiver in the CCAA Case, (c) fees payable to the Office of the United States Trustee pursuant to 28 U.S.C. § 1930 and to the clerk of the U.S. Bankruptcy Court, provided that “Carve-Out” shall not include (i) any other claims that are or may be senior to or pari passu with the claims described in this definition or (ii) any claims related to the investigation of, preparation for, or commencement or prosecution of, any claims or proceedings against (1) Administrative Agent or the Lenders, or their claims or security interests in or Liens on, the Collateral, whether under this Agreement or any other Loan Document or (2) the Senior Secured Noteholders or the Indenture Trustee under the Senior Secured Notes Indenture or their claims or security interests in connection with the Senior Secured Notes Indenture or any of the documents or instruments entered into in connection therewith. For greater certainty, there shall be only a single Carve-Out in the amount set forth above from the Collateral and Liens thereon securing the Facility and the GECC DIP Facility.

“ Cases ” has the meaning specified in the Preliminary Statements.

“ Cash Equivalents ” means (a marketable direct obligations issued or unconditionally guaranteed by the United States Government or issued by any agency thereof and backed by the full faith and credit of the United States, in each case, maturing within six months from the date of acquisition thereof; (b) commercial paper, maturing not more than 270 days after the date of issue rated P-1 by Moody’s or A-1 by Standard & Poor’s; (c) certificates of deposit maturing not more than 270 days after the date of issue, issued by commercial banking institutions and money market or demand deposit accounts maintained at commercial banking institutions, each of which is a member of the Federal Reserve System and has a combined capital and surplus and undivided profits of not less than $500,000,000; (d) repurchase agreements having maturities of not more than 90 days from the date of acquisition which are entered into with major money center banks included in the commercial banking institutions described in clause (c) above and which are secured by readily marketable direct obligations of the United States Government or any agency thereof, (e) money market accounts maintained with mutual funds having assets in excess of $2,500,000,000; and (f) tax exempt securities rated A or higher by Moody’s or A+ or higher by Standard & Poor’s.

“ CCAA ” has the meaning specified in the Preliminary Statements.

“ CCAA Case ” has the meaning specified in the Preliminary Statements.

“ Change of Control ” means any of the following: (a) any person or group of persons (within the meaning of the Securities Exchange Act of 1934,) shall have acquired beneficial ownership (within the meaning of Rule 13d-3 promulgated by the Securities and Exchange Commission under the Securities Exchange Act of 1934,) of 49% or more of the issued and outstanding Equity Interests of the Borrower having the right to vote for the election of directors of the Borrower under ordinary circumstances; or (b) during any period of twenty-four consecutive calendar months, individuals who at the beginning of such period constituted the Board of Directors of the Borrower (together with any new directors whose election by the Board of Directors of the Borrower or whose nomination for election by the stockholders of the Borrower was approved by a vote of at least a majority of the directors then still in office who either were directors at the beginning of such period or whose election or nomination for election

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was previously so approved) cease for any reason other than death or disability to constitute a majority of the directors then in office.

“ Collateral ” means all “Collateral” referred to in the Collateral Documents and all other property that is or is intended to be subject to any Lien in favor of the Administrative Agent for the benefit of the Secured Parties. It being understood that “Collateral” shall not include any Avoidance Actions until the entry of the U.S. Final DIP Order, and upon entry of such U.S. Final DIP Order, “Collateral” shall include any Avoidance Actions as provided in the U.S. Final DIP Order.

“ Collateral Documents ” means, collectively, the provisions of Article IX of this Agreement, the Canadian Security Agreement, the Quebec Security Documents, the DIP Financing Order and any other agreement that creates or purports to create a Lien in favor of the Administrative Agent for the benefit of the Secured Parties.

“ Commitment ” means, with respect to any Lender at any time, the amount set forth opposite such Lender’s name on Schedule I hereto under the caption “Commitment” or, if such Lender has entered into one or more Assignments and Assignments, set forth for such Lender in the Register maintained by the Administrative Agent pursuant to Section 10.07(d) as such Lender’s “Commitment”, as such amount may be reduced at or prior to such time pursuant to Section 2.05. As of the Effective Date, the aggregate principal amount of the Commitments is $80,000,000.

“ Commitment Letter ” means the commitment letter dated as of March 10, 2009 by and among the Initial Lenders and the Borrower.

“ Committee ” means the official committee of unsecured creditors, if any, formed in the U.S. Cases.

“ Computer Software ” has the meaning specified in Section 9.01(g)(iv).

“ Confidential Information ” means any and all material non-public information delivered or made available by any Loan Party or any Subsidiary relating to any Loan Party or any Subsidiary or their respective businesses, other than any such information that is or has been made available publicly by a Loan Party or any Subsidiary.

“ Consolidated ” refers to the consolidation of accounts in accordance with GAAP.

“ Conversion ”, “ Convert ” and “ Converted ” each refers to the conversion of Advances from one Type to Advances of the other Type.

“ Copyrights ” has the meaning specified in Section 9.01(g)(iii).

“ Credit Bid ” means the “credit bid” (pursuant to section 363(k) of the U.S. Bankruptcy Code) of (a) any of the Secured Obligations owing to the Lenders under the Loan Documents and/or (b) the secured obligations owing to the Lenders under the Senior Secured Notes Indenture (clauses (a) and (b) collectively, the “ Outstanding Obligations ”) in connection with the purchase of the Debtors’ assets, which may be consummated pursuant to a transaction structure where all, or a portion of, the Outstanding Obligations are exchanged for Equity Interests or debt instruments in Newco, in the sole discretion of the Required Lenders.

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“ DDJ ” has the meaning specified in the preamble.

“ DDJ Funds ” has the meaning specified in the preamble.

“ Debt ” of any Person means, without duplication, (a) all indebtedness of such Person for borrowed money, (b) all indebtedness of such Person for the deferred purchase price of property or services (other than trade payables incurred in the ordinary course of such Person’s business), (c) all obligations of such Person evidenced by notes, bonds, debentures or other similar instruments, (d) all indebtedness of such Person created or arising under any conditional sale or other title retention agreement with respect to property acquired by such Person (even though the rights and remedies of the seller or lender under such agreement in the event of default are limited to repossession or sale of such property), (e) all obligations of such Person as lessee under Capitalized Leases, (f) all obligations of such Person under acceptances, letter of credit or similar facilities, (g) all mandatory obligations of such Person to purchase, redeem, retire, defease or otherwise make any payment in cash in respect of any Equity Interests in such Person or any other Person or any warrants, rights or options to acquire such Equity Interests, valued, in the case of Redeemable Preferred Interests, at the greater of its voluntary or involuntary liquidation preference plus accrued and unpaid dividends, (h) all obligations of such Person in respect of Hedge Agreements, valued at the Agreement Value thereof, (i) all Guarantee Obligations and Synthetic Debt of such Person and (j) all indebtedness and other payment Obligations referred to in clauses (a) through (i) above of another Person secured by (or for which the holder of such Debt has an existing right, contingent or otherwise, to be secured by) any Lien on property (including, without limitation, accounts and contract rights) owned by such Person, even though such Person has not assumed or become liable for the payment of such indebtedness or other payment Obligations.

“ Debtors ” means each of the Borrowers and the Guarantors.

“ Debtor Relief Laws ” means the U.S. Bankruptcy Code, the CCAA, the BIA and all other liquidation, conservatorship, bankruptcy, assignment for the benefit of creditors, moratorium, rearrangement, receivership, insolvency, reorganization, or similar debtor relief laws of the United States or other applicable jurisdictions from time to time in effect and affecting the rights of creditors generally.

“ Default ” means any Event of Default or any event that would constitute an Event of Default but for the requirement that notice be given or time elapse or both.

“ Defaulted Advance ” means, with respect to any Lender at any time, the portion of any Advance required to be made by such Lender to the Borrower pursuant to Section 2.01 or 2.02 at or prior to such time which has not been made by such Lender or by the Administrative Agent for the account of such Lender pursuant to Section 2.02(e) as of such time. In the event that a portion of a Defaulted Advance shall be deemed made pursuant to Section 2.15(a), the remaining portion of such Defaulted Advance shall be considered a Defaulted Advance originally required to be made pursuant to Section 2.01 on the same date as the Defaulted Advance so deemed made in part.

“ Defaulted Amount ” means, with respect to any Lender at any time, any amount required to be paid by such Lender to the Administrative Agent or any other Lender hereunder or under any other Loan Document at or prior to such time which has not been so paid as of such time, including, without limitation, any amount required to be paid by such Lender to (a) the Administrative Agent pursuant to Section 2.02(e) to reimburse the Administrative Agent for the

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amount of any Advance made by the Administrative Agent for the account of such Lender, (d) any other Lender pursuant to Section 2.13 to purchase any participation in Advances owing to such other Lender and (e) the Administrative Agent pursuant to Section 7.07 to reimburse the Administrative Agent for such Lender’s ratable share of any amount required to be paid by the Lenders to the Administrative Agent as provided therein. In the event that a portion of a Defaulted Amount shall be deemed paid pursuant to Section 2.15(b), the remaining portion of such Defaulted Amount shall be considered a Defaulted Amount originally required to be paid hereunder or under any other Loan Document on the same date as the Defaulted Amount so deemed paid in part.

“ Defaulting Lender ” means, at any time, any Lender that, at such time, (a) owes a Defaulted Advance or a Defaulted Amount or (b) shall take any action or be the subject of any action or proceeding under any Debtor Relief Law.

“ DIP ABL Agent ” means General Electric Capital Corporation, in its capacity as administrative agent under the GECC DIP Facility.

“ DIP ABL Lenders ” means “Lenders” as defined under the GECC DIP Credit Agreement.

“ DIP Budget ” means the Interim DIP Budget together with the Final DIP Budget.

“ DIP Financing Order ” means, collectively the U.S. Interim DIP Order, the U.S. Final DIP Order and the Canadian CCAA Orders.

“ DIP Intercreditor Agreement ” means the DIP Intercreditor Agreement dated as of the date hereof attached as Exhibit I hereto by and among the DIP ABL Agent, the Administrative Agent and the Loan Parties.

“ DIP Participation Period ” means the period commencing on the date the U.S. Interim DIP Order is entered and ending on the date that is five days prior to the commencement of the final hearing before the U.S. Bankruptcy Court to approve the Facility.

“ Domestic Lending Office ” means, with respect to any Lender, the office of such Lender specified as its “Domestic Lending Office” opposite its name on Schedule I hereto or in the Assignment and Acceptance pursuant to which it became a Lender, as the case may be, or such other office of such Lender as such Lender may from time to time specify to the Borrower and the Administrative Agent.

“ Dutch Guarantor ” has the meaning specified in the recitals of parties.

“ Dutch Pledge Agreement ” means the deed of pledge entered into in accordance with Schedule 5.01(n)(iii) evidencing the pledge by the Borrower of its shares in the Dutch Guarantor in favor of the Administrative Agent for the ratable benefit of the Secured Parties.

“ Effective Date ” means the date on which this Agreement shall become effective pursuant to Section 3.01.

“ Eligible Assignee ” means (i) an Initial Lender; (ii) an Affiliate of an Initial Lender; (iii) an Approved Fund of an Initial Lender; (iv) during the DIP Participation Period, a Noteholder and (v) any other Person (other than an individual) approved by the Required

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Lenders; provided , however , that neither any Loan Party nor any Affiliate of a Loan Party shall qualify as an Eligible Assignee under this definition.

“ Enforcement Notice ” has the meaning set forth in the DIP Financing Order.

“ Environmental Action ” means any action, suit, written demand, demand letter, written claim, written notice of noncompliance or violation, notice of liability or potential liability, investigation, proceeding, consent order or consent agreement relating in any way to any Environmental Law, any Environmental Permit, any Hazardous Material, or arising from alleged injury or threat to public or employee health or safety, as such relates to exposure to Hazardous Material, or to the environment, including, without limitation, (a) by any governmental or regulatory authority for enforcement, cleanup, removal, response, remedial or other actions or damages and (b) by any governmental or regulatory authority or third party for damages, contribution, indemnification, cost recovery, compensation or injunctive relief.

“ Environmental Law ” means any applicable federal, state, local or foreign statute, law, ordinance, rule, regulation, code, order, writ, judgment, injunction or decree, or judicial or agency interpretation, relating to pollution or protection of the environment, public or employee health or safety, as such relates to exposure to Hazardous Material, or natural resources, including, without limitation, those relating to the use, handling, transportation, treatment, storage, disposal, release or discharge of Hazardous Materials.

“ Environmental Permit ” means any permit, approval, identification number, license or other authorization required under any Environmental Law.

“ Equipment ” has the meaning specified in the UCC.

“ Equity Interests ” means, with respect to any Person, shares of capital stock of (or other ownership or profit interests in) such Person, warrants, options or other rights for the purchase or other acquisition from such Person of shares of capital stock of (or other ownership or profit interests in) such Person, securities convertible into or exchangeable for shares of capital stock of (or other ownership or profit interests in) such Person or warrants, rights or options for the purchase or other acquisition from such Person of such shares (or such other interests), and other ownership or profit interests in such Person (including, without limitation, partnership, member or trust interests therein), whether voting or nonvoting, and whether or not such shares, warrants, options, rights or other interests are authorized on any date of determination.

“ ERISA ” means the Employee Retirement Income Security Act of 1974, as amended from time to time, and the regulations promulgated and rulings issued thereunder.

“ ERISA Affiliate ” means any Person that for purposes of Title IV of ERISA is a member of the controlled group of any Loan Party, or under common control with any Loan Party, within the meaning of Section 414(b), (c), (m) or (o) of the Internal Revenue Code.

“ ERISA Event ” means (a) (i) the occurrence of a reportable event, within the meaning of Section 4043 of ERISA, with respect to any ERISA Plan unless the 30-day notice requirement with respect to such event has been waived by the PBGC or (ii) the requirements of subsection (1) of Section 4043(b) of ERISA (without regard to subsection (2) of such Section) are met with respect to a contributing sponsor, as defined in Section 4001(a)(13) of ERISA, of an ERISA Plan, and an event described in paragraph (9), (10), (11), (12) or (13) of Section 4043(c) of ERISA is reasonably expected to occur with respect to such ERISA Plan within the following

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30 days; (b) the application for a minimum funding waiver with respect to an ERISA Plan; (c) the provision by the administrator of any ERISA Plan of a notice of intent to terminate such ERISA Plan, pursuant to Section 4041(a)(2) of ERISA (including any such notice with respect to a plan amendment referred to in Section 4041(e) of ERISA); (d) the cessation of operations at a facility of any Loan Party or any ERISA Affiliate in the circumstances described in Section 4062(e) of ERISA; (e) the withdrawal by any Loan Party or any ERISA Affiliate from a Multiple Employer Plan during a plan year for which it was a substantial employer, as defined in Section 4001(a)(2) of ERISA; (f) the conditions for imposition of a lien under Section 302(f) of ERISA shall have been met with respect to any ERISA Plan (for plan years beginning in 2007 or earlier); or (g) the institution by the PBGC of proceedings to terminate an ERISA Plan pursuant to Section 4042 of ERISA, or the occurrence of any event or condition described in Section 4042 of ERISA that constitutes grounds for the termination of, or the appointment of a trustee to administer, such ERISA Plan. Notwithstanding the foregoing, after the commencement of the Cases, the failure of a Loan Party or any ERISA Affiliate to (x) make any contribution required under Section 412 of the Internal Revenue Code, (y) the distress termination of the Milacron Retirement Plan pursuant to section 4041 of ERISA or (x) the institution and/or completion of proceedings by the PBGC to terminate the Milacron Retirement Plan pursuant to section 4042 of ERISA shall not constitute an ERISA Event.

“ ERISA Plan ” means a Single Employer Plan or a Multiple Employer Plan.

“ Eurodollar Lending Office ” means, with respect to any Lender, the office of such Lender specified as its “Eurodollar Lending Office” opposite its name on Schedule I hereto or in the Assignment and Acceptance pursuant to which it became a Lender, as the case may be, or such other office of such Lender as such Lender may from time to time specify to the Borrower and the Administrative Agent.

“ Eurodollar Rate ” means, for any Interest Period for all Eurodollar Rate Advances comprising part of the same Borrowing, an interest rate per annum equal to the higher of (a) rate per annum obtained by dividing (i) the rate per annum (rounded upwards, if necessary, to the nearest 1/100 of 1%) appearing on Telerate Page 3750 (or any successor page) as the London interbank offered rate for deposits in U.S. dollars at 11:00 A.M. (London time) two Business Days before the first day of such Interest Period for a period equal to such Interest Period ( provided that, if for any reason such rate is not available, the term “Eurodollar Rate” shall mean, for any Interest Period for all Eurodollar Rate Advances comprising part of the same Borrowing, the rate per annum (rounded upwards, if necessary, to the nearest 1/100 of 1%) appearing on Reuters Screen LIBO Page as the London interbank offered rate for deposits in Dollars at approximately 11:00 A.M. (London time) two Business Days prior to the first day of such Interest Period for a term comparable to such Interest Period); provided , however , if more than one rate is specified on Reuters Screen LIBO Page, the applicable rate shall be the arithmetic mean of all such rates) by (ii) a percentage equal to 100% minus the Eurodollar Rate Reserve Percentage for such Interest Period and (b) 4.00%.

“ Eurodollar Rate Advance ” means an Advance that bears interest as provided in Section 2.07(a)(ii).

“ Eurodollar Rate Market Disruption Event ” has the meaning specified in Section 2.10(a).

“ Eurodollar Rate Reserve Percentage ” for any Interest Period for all Eurodollar Rate Advances comprising part of the same Borrowing means the reserve percentage applicable two Business Days before the first day of such Interest Period under regulations issued from time to

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time by the Board of Governors of the Federal Reserve System (or any successor) for determining the maximum reserve requirement (including, without limitation, any emergency, supplemental or other marginal reserve requirement) for a member bank of the Federal Reserve System in New York City with respect to liabilities or assets consisting of or including Eurocurrency Liabilities (or with respect to any other category of liabilities that includes deposits by reference to which the interest rate on Eurodollar Rate Advances is determined) having a term equal to such Interest Period.

“ Events of Default ” has the meaning specified in Section 6.01.

“ Excluded Property ” means property constituting withholdings required under any law (including but not limited to federal, state and local income, payroll and trust fund taxes and insurance payments of any nature, whether imposed on the employer or employee or otherwise) from any amounts due to any employee of a Loan Party, and any withholdings from an employee considered a “plan asset” under Title I of ERISA and any assets of the Canadian Guarantor that do not constitute “Collateral” under the Senior Secured Notes Indenture.

“ Facility ” has the meaning specified in the preliminary statements.

“ Federal Funds Rate ” means, for any period, a fluctuating interest rate per annum equal for each day during such period to the weighted average of the rates on overnight federal funds transactions with members of the Federal Reserve System arranged by federal funds brokers, as published for such day (or, if such day is not a Business Day, for the next preceding Business Day) by the Federal Reserve Bank of New York, or, if such rate is not so published for any day that is a Business Day, the average of the quotations for such day for such transactions received by the Administrative Agent from three federal funds brokers of recognized standing selected by it.

“ Final DIP Budget ” means the updated Interim DIP Budget delivered by the Borrower prior to or in connection with the entry of the Final DIP Order.

“ Final DIP Order ” means the Canadian Second DIP Recognition Order together with the U.S. Final DIP Order.

“ First Day Orders ” means all orders entered by the U.S. Bankruptcy Court on the Petition Date or within five Business Days of the Petition Date or based on motions filed on the Petition Date, each such First Day Order being in form and substance reasonably satisfactory to the Initial Lenders.

“ Fiscal Year ” means a fiscal year of the Borrower and its Subsidiaries ending on December 31.

“ Foreign Subsidiary ” means, at any time, any of the direct or indirect Subsidiaries of the Borrower that are organized outside of the laws of the United States, any state thereof or the District of Columbia at such time.

“ Fund ” means any Person (other than a natural person) that is (or will be) engaged in making, purchasing, holding or otherwise investing in commercial loans and similar extensions of credit in the ordinary course of its business.

“ GAAP ” has the meaning specified in Section 1.02.

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“ GECC DIP Credit Agreement ” means the Debtor in Possession Credit Agreement dated as of the date hereof by and among the DIP ABL Agent, the other financial institutions from time to time party thereto, the Debtors and the other parties listed on the signature pages thereto.

“ GECC DIP Facility ” means the asset based revolving credit facility provided by GECC and the other DIP ABL Lenders under the GECC DIP Credit Agreement in an aggregate principal amount not to exceed $55,000,000.

“ General Intangibles ” has the meaning specified in the UCC.

“ Governmental Authority ” means any nation or government, any state or other political subdivision thereof, and any agency, department or other entity exercising executive, legislative, judicial, regulatory or administrative functions of or pertaining to government.

“ Granting Lender ” has the meaning specified in Section 10.07(k).

“ Guarantee Obligation ” means, with respect to any Person, any Obligation or arrangement of such Person to guarantee or intended to guarantee any Debt (“primary obligations”) of any other Person (the “primary obligor”) in any manner, whether directly or indirectly, including, without limitation, (a) the direct or indirect guarantee, endorsement (other than for collection or deposit in the ordinary course of business), co-making, discounting with recourse or sale with recourse by such Person of the primary obligation of a primary obligor, (b) the Obligation to make take-or-pay or similar payments, if required, regardless of nonperformance by any other party or parties to an agreement or (c) any Obligation of such Person, whether or not contingent, (i) to purchase any such primary obligation or any property constituting direct or indirect security therefor, (ii) to advance or supply funds (A) for the purchase or payment of any such primary obligation or (B) to maintain working capital or equity capital of the primary obligor or otherwise to maintain the net worth or solvency of the primary obligor, (iii) to purchase property, assets, securities or services primarily for the purpose of assuring the owner of any such primary obligation of the ability of the primary obligor to make payment of such primary obligation or (iv) otherwise to assure or hold harmless the holder of such primary obligation against loss in respect thereof. The amount of any Guarantee Obligation shall be deemed to be an amount equal to the stated or determinable amount of the primary obligation in respect of which such Guarantee Obligation is made (or, if less, the maximum amount of such primary obligation for which such Person may be liable pursuant to the terms of the instrument evidencing such Guarantee Obligation) or, if not stated or determinable, the maximum reasonably anticipated liability in respect thereof (assuming such Person is required to perform thereunder), as determined by such Person in good faith.

“ Guaranteed Obligations ” has the meaning specified in Section 8.01.

“ Guarantor ” has the meaning specified in the recital of parties to this Agreement.

“ Guaranty ” has the meaning specified in Section 8.01.

“ Guaranty Supplement ” has the meaning specified in Section 8.05.

“ Hazardous Materials ” means (a) petroleum or petroleum products, by-products or breakdown products, radioactive materials, asbestos-containing materials, polychlorinated biphenyls, mold and radon gas and (b) any other chemicals, materials or substances designated,

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classified or regulated as hazardous, toxic or words of similar import under any Environmental Law.

“ Hedge Agreements ” means interest rate swap, cap or collar agreements, interest rate future or option contracts, currency swap agreements, currency future or option contracts and other hedging agreements.

“ Indemnified Liabilities ” has the meaning specified in Section 10.04(b).

“ Indemnitees ” has the meaning specified in Section 10.04(b).

“ Indenture Trustee ” means U.S. Bank National Association, as indenture trustee under the Senior Secured Notes Indenture.

“ Initial Borrowing ” has the meaning set forth in Section 2.01(b).

“ Initial Lenders ” has the meaning specified in the recital of parties to this Agreement.

“ Initial Pledged Debt ” means Debt in existence on the Petition Date which is evidenced by a promissory note payable to a Loan Party by a third party with a principal face amount in excess of $100,000 as listed opposite such Loan Party’s name on and as otherwise described in Schedule V hereto.

“ Initial Pledged Equity ” means the shares of stock and other Equity Interests in any Subsidiary of a Loan Party as set forth opposite each Loan Party’s name on and as otherwise described in Schedule IV hereto.

“ Insufficiency ” means, with respect to any ERISA Plan, the amount, if any, of its unfunded benefit liabilities, as defined in Section 4001(a)(18) of ERISA.

“ Intellectual Property ” has the meaning specified in Section 9.01(g).

“ Intellectual Property Collateral ” shall mean all Material Intellectual Property.

“ Interest Period ” means, for each Eurodollar Rate Advance comprising part of the same Borrowing, the period commencing on the date of such Eurodollar Rate Advance or the date of the Conversion of any Base Rate Advance into such Eurodollar Rate Advance, and ending on the last day of the one month period and, thereafter, each subsequent one month period commencing on the last day of the immediately preceding Interest Period and ending on the last day of the one month period; provided , however , that:

(a)

whenever the last day of any Interest Period would otherwise occur on a day other than a Business Day, the last day of such Interest Period shall be extended to occur on the next succeeding Business Day, provided , however , that, if such extension would cause the last day of such Interest Period to occur in the next following calendar month, the last day of such Interest Period shall occur on the next preceding Business Day; and

(b)

whenever the first day of any Interest Period occurs on a day of an initial calendar month for which there is no numerically corresponding day in the calendar month that succeeds such initial calendar month by the number of months equal to the

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number of months in such Interest Period, such Interest Period shall end on the last Business Day of such succeeding calendar month.

“ Interim DIP Budget ” means a 13-week forecast delivered to the Initial Lenders, detailing on a weekly basis for such period the Borrower’s anticipated income statement, balance sheet and cash flow statement, each on a Consolidated basis for the Borrower and its Subsidiaries, together with a written set of assumptions supporting such statements.

“ Interim DIP Order ” means the Canadian DIP Recognition Order together with the U.S. Interim DIP Order.

“ Interim DIP Order Commitment Amount ” means $40,000,000 (of which $20,000,000 shall constitute a portion of the Roll-Up Reserve); provided that prior to the entry by the Canadian Bankruptcy Court of the Canadian DIP Recognition Order, no more than $30,000,000 shall be made available to the Borrower.

“ Internal Revenue Code ” means the Internal Revenue Code of 1986, as amended from time to time, and the regulations promulgated and rulings issued thereunder.

“ Inventory ” has the meaning specified in the UCC or, in the case of the Canadian Guarantor, in the PPSA.

“ Investment ” means, with respect to any Person, (a) any direct or indirect purchase or other acquisition (whether for cash, securities, property, services or otherwise) by such Person of, or of a beneficial interest in, any Equity Interests or Debt of any other Person, (b) any direct or indirect purchase or other acquisition (whether for cash, securities, property, services or otherwise) by such Person of all or substantially all of the property and assets of any other Person or of any division, branch or other unit of operation of any other Person, (c) any direct or indirect loan, advance, other extension of credit or capital contribution by such Person to, or any other investment by such Person in, any other Person (including, without limitation, any arrangement pursuant to which the investor incurs indebtedness of the types referred to in clause (i) or (j) of the definition of “ Debt ” set forth in this Section 1.01 in respect of such other Person) and (d) any written agreement to make any Investment.

“ ITA ” means the Income Tax Act (Canada), as the same may, from time to time, be in effect.

“ IP Agreements ” has the meaning specified in Section 9.01(g)(viii).

“ Lenders ” has the meaning specified in the recital of parties to this Agreement.

“ Lien ” means any mortgage, deed of trust, pledge, lien (statutory or otherwise), security interest, charge (including a court-ordered charge) or other encumbrance or security or preferential arrangement of any nature, including, without limitation, any conditional sale or title retention arrangement, any Capital Lease and any assignment, deposit arrangement or financing lease intended as, or having the effect of, security.

“ Lloyds Facility ” is defined in Section 3.01(f).

“ Loan Documents ” means (i) this Agreement, (ii) the Notes, if any, (iii) the Collateral Documents, (iv) the DIP Intercreditor Agreement and (v) any other document, agreement or

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instrument executed and delivered by a Loan Party in connection with the Facility, in each case as amended, supplemented or otherwise modified from time to time in accordance with the terms thereof.

“ Loan Parties ” means, collectively, the Borrower and the Guarantors.

“ Margin Stock ” has the meaning specified in Regulation U.

“ Market Disruption Event ” means any event, condition or circumstance pursuant to which the Required Lenders have provided a Market Disruption Notice pursuant to Section 2.10(a).

“ Market Disruption Notice ” means a notice substantially in the form of Exhibit J hereto appropriately completed and delivered to the Administrative Agent by not later than 2:00 pm New York City time on the next succeeding Business Day following delivery by the Administrative Agent of a notice pursuant to Section 2.02 of receipt by the Administrative Agent of a Notice of Borrowing.

“ Material Adverse Effect ” means a material adverse effect on any of (i) the operations, business, assets, properties, condition (financial or otherwise) or liabilities of the Loan Parties taken as a whole, (ii) the ability of any Loan Party to perform any of its obligations under any Loan Document to which it is a party, (iii) the legality, validity or enforceability of this Agreement or any other Loan Document, (iv) the rights and remedies of Administrative Agent or any Lender under any Loan Document, or (v) the validity, perfection or priority of any and all Liens in favor of Agent for the benefit of Agent and the Lenders on any of the Collateral with an aggregate fair market value in excess of $3,000,000; provided however that the commencement of the Cases shall not, in and of its self, be deemed or constitute or give rise to a Material Adverse Effect.

“ Material Intellectual Property ” means the Intellectual Property set forth on Schedule 1.01(b).

“ Maturity Date ” means the earliest to occur of (a) 180 days after the Petition Date; (b) the effective date of any Reorganization Plan or plan of liquidation or a plan of compromise or arrangement of any Debtor; (c) the date on which a conversion of the Cases pursuant to Chapter 7 of the U.S. Bankruptcy Code occurs or the date of termination of the CCAA Case or appointment of an interim receiver, receiver or receiver and manager, or commencement of any proceeding under the BIA or any other similar process in the CCAA Case; (d) the date on which the acceleration of the Advances and the termination of the Commitments with respect to the Facility occurs in accordance with the terms of the Loan Documents, (e) the date on which all obligations outstanding under the Facility are paid in full, (f) the date of consummation of the transactions contemplated under the Bid Procedures Orders and (g) the date on which all Obligations in respect of the GECC DIP Facility mature or terminate.

“ Merge ” means for any Person to liquidate or dissolve, consolidate or amalgamate with, or merge into or with, any other Person, or purchase or otherwise acquire all or substantially all of the assets of any Person (or any division thereof).

“ Milacron Assurance ” means Milacron Assurance Ltd., a Bermuda company.

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“ Milacron Canada ” means Milacron Canada Ltd., a corporation organized under the laws of Ontario.

“ Milacron Retirement Plan ” means the defined benefit pension plan sponsored by the Borrower for the benefit of certain of its employees and the employees of its ERISA Affiliates and referred to the Borrowers annual filings as Plan Number 001.

“ Moody’s ” means Moody’s Investor Services, Inc.

“ Multiemployer Plan ” means a multiemployer plan, as defined in Section 4001(a)(3) of ERISA, to which any Loan Party or any ERISA Affiliate is making or accruing an obligation to make contributions, or has within any of the preceding five plan years made or accrued an obligation to make contributions.

“ Multiple Employer Plan ” means a single employer plan, as defined in Section 4001(a)(15) of ERISA, that (a) is maintained for employees of any Loan Party or any ERISA Affiliate and at least one Person other than the Loan Parties and the ERISA Affiliates or (b) was so maintained and in respect of which any Loan Party or any ERISA Affiliate could have liability under Section 4064 or 4069 of ERISA in the event such plan has been or were to be terminated.

“ Net Cash Proceeds ” means:

(a)

with respect to any Asset Sale or Recovery Event, the excess, if any, of (i) the sum of cash and Cash Equivalents received in connection with such Asset Sale or Recovery Event (including any cash or Cash Equivalents received by way of deferred payment pursuant to, or by monetization of, a note receivable or otherwise, but only as and when so received) over (ii) the sum of (A) the principal amount of any Debt (other than Debt under the Loan Documents) that is secured by any such asset and that is required to be repaid in connection with such Asset Sale or Recovery Event, (B) the reasonable and customary out-of-pocket costs, fees (including investment banking fees), commissions, premiums and expenses actually paid by the Borrower or its Subsidiaries, and (C) federal, state, provincial, foreign and local taxes reasonably estimated (on a Consolidated basis) to be actually payable within the current or the immediately succeeding tax year as a result of any gain recognized in connection therewith; and

(b)

with respect to the sale or issuance of any Equity Interests by any Loan Party or any of its Subsidiaries, or the incurrence or issuance of any Debt by any Loan Party or any of its Subsidiaries, the excess of (i) the sum of the cash and Cash Equivalents received in connection with such transaction over (ii) the underwriting discounts and commissions, and other reasonable out-of-pocket fees and expenses, incurred by such Loan Party or such Subsidiary in connection therewith.

“ Newco ” means a newly formed entity (or entities), formed at the direction of the Sponsors, for purposes of consummating the transactions contemplated under the Asset Purchase Agreement.

“ Non-Loan Party ” means any Subsidiary of a Loan Party that is not a Loan Party.

“ Non-U.S. Loan Documents ” means the Canadian Security Agreement, the Quebec Security Documents and the Dutch Pledge Agreement.

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“ Non-U.S. Loan Party ” means the Canadian Guarantor and the Dutch Guarantor.

“ Note ” means a promissory note of the Borrower payable to the order of any Lender, in substantially the form of Exhibit A hereto, evidencing the indebtedness of the Borrower to such Lender resulting from the Advance made by such Lender.

“ Noteholder ” means any holder of Senior Secured Notes (other than the Initial Lenders) that constitutes an “accredited investor” as defined in Rule 501 of the Securities Act of 1933.

“ Notice of Borrowing ” has the meaning specified in Section 2.02(a).

“ Notice of Default ” has the meaning specified in Section 7.05.

“ Obligation ” means, with respect to any Person, any payment, performance or other obligation of such Person of any kind, including, without limitation, any liability of such Person on any claim, whether or not the right of any creditor to payment in respect of such claim is reduced to judgment, liquidated, unliquidated, fixed, contingent, matured, disputed, undisputed, legal, equitable, secured or unsecured, and whether or not such claim is discharged, stayed or otherwise affected by any proceeding under any Debtor Relief Law. Without limiting the generality of the foregoing, the Obligations of the Loan Parties under the Loan Documents include (a) the obligation to pay principal, interest, charges, expenses, fees, reasonable attorneys’ fees and disbursements, indemnities and other amounts payable by any Loan Party under any Loan Document and (b) the obligation of any Loan Party to reimburse any amount in respect of any of the foregoing that any Lender, in its sole discretion, may elect to pay or advance on behalf of such Loan Party.

“ Other Taxes ” has the meaning specified in Section 2.12(b).

“ Outstanding Amount ” means with respect to Advances on any date, the aggregate outstanding principal amount thereof after giving effect to any borrowings and prepayments or repayments of Advances, as the case may be, occurring on such date.

“ Patents ” has the meaning specified in Section 9.01(g)(i).

“ PBGC ” means the Pension Benefit Guaranty Corporation (or any successor).

“ Permitted Asset Sales ” means the sales of certain assets of the Loan Parties as agreed in writing prior to the date hereof between the Borrower and the Initial Lenders.

“ Permitted Intercompany Debt ” (i) (a) Debt of any Loan Party to any other Loan Party or (b) Debt of any Foreign Subsidiary to a Loan Party, in each case to the extent such Debt is (A) evidenced by a promissory note with terms and provisions reasonably acceptable to the Administrative Agent, (B) promptly pledged to the Administrative Agent hereunder, (C) on subordination provisions acceptable to the Administrative Agent and (D) solely in the case of any Debt of a Foreign Subsidiary to a Loan Party, up to an amount not to exceed, when aggregated with any Investments permitted under Section 5.02(g)(viii), $3,500,000 (provided that notwithstanding the foregoing, the aggregate amount of Debt permitted to be incurred under this clause (i)(b) shall not exceed $500,000 without the prior written consent of the Required Lenders) during the term of this Agreement and the proceeds of such Debt are to be applied by such Foreign Subsidiary in accordance with the DIP Budget; (ii) Debt of any Non-Loan Party to another Non-Loan Party that does not exceed $250,000 (iii) unsecured Debt of any Loan Party

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owing to any Foreign Subsidiary resulting from loans or advances made by a Foreign Subsidiary to a Loan Party, to the extent such Debt is on subordination provisions acceptable to the Administrative Agent; (iv) unsecured Debt of the Borrower owing to Milacron Assurance in connection with the self-insurance program of the Borrower and its Subsidiaries to the extent such Debt (A) is evidenced by a promissory note with terms and provisions reasonably acceptable to Agent, (B) is subject to subordination provisions acceptable to the Administrative Agent, (C) will not be repaid in amounts in excess of the amounts necessary to pay the obligations of Milacron Assurance under the self-insurance program for the benefit of the Borrower and the Subsidiaries permitted under Section 5.01(c) and (D) to the extent repaid by the Borrower to Milacron Assurance for Milacron Assurance to make available to a Foreign Subsidiary in respect of such self-insurance program, will result, prior to or concurrently with such repayment, in Foreign Subsidiaries remitting, transferring or otherwise repatriating funds to a Loan Party in an aggregate U.S. dollar amount equal to the amount repaid by the Borrower for such purpose; and (v) Debt of any Foreign Subsidiary owing to any Loan Party existing as of the Effective Date and listed on Schedule 5.02(b).

“ Permitted Liens ” means:

(a)

Liens for taxes, assessments and governmental charges the payment of which is not required under Section 5.01(b);

(b)

Liens imposed by law (other than any such Lien imposed pursuant to Section 401(a)(29) or 412(n) of the Internal Revenue Code or by ERISA), such as carriers’, warehousemen’s, mechanics’, materialmen’s and other similar Liens arising in the ordinary course of business and securing obligations (other than Debt for borrowed money) that are not overdue by more than 30 days or are being contested in good faith and by appropriate proceedings promptly initiated and diligently conducted, and a reserve or other appropriate provision, if any, as shall be required by GAAP shall have been made therefor;

(c)

deposits and pledges of cash securing (i) obligations incurred in respect of workers’ compensation, unemployment insurance, automobile liability or other forms of governmental insurance or benefits, (ii) the performance of bids, tenders, leases, contracts (other than for the payment of money) and statutory obligations, (iii) obligations on surety or appeal bonds, but only to the extent such deposits or pledges are made or otherwise arise in the ordinary course of business and secure obligations not past due, or (iv) obligations to suppliers and service providers (including lessors in respect of operating leases) of the Loan Parties made in the ordinary course of business and securing obligations not past due, to the extent the aggregate amount of all such cash deposited or pledged at any time does not exceed $2,000,000;

(d)

easements, zoning restrictions, rights of way, survey exceptions, leases and subleases and similar encumbrances on real property and minor irregularities in the title thereto that do not (x) secure obligations for the payment of money or (y) materially impair the value of such property or its use by any Loan Party or any of its Subsidiaries in the normal conduct of such Person’s business;

(e)

Liens securing Debt permitted by Section 5.02(b)(viii), and Liens permitted under clause (h) of the definition of Permitted Liens under the GECC DIP Credit Agreement;

(f)

Liens of landlords arising under real property leases to the extent such Liens arise in the ordinary course of business and do not secure any past due obligation for the payment of money;

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(g)

bankers’ Liens with respect to depository account arrangements entered into in the ordinary course of business securing obligations not past due; and

(h)

Liens in favor of any Loan Party in the assets or property of a Subsidiary of the Borrower that is not a Loan Party.

“ Person ” means an individual, partnership, corporation (including a business trust), limited liability company, joint stock company, trust, unincorporated association, joint venture or other entity, or a government or any political subdivision or agency thereof.

“ Petition Date ” has the meaning specified in Preliminary Statement.

“ Pledged Collateral ” means, collectively, (i) the Initial Pledged Equity, (ii) the Initial Pledged Debt, (iii) Pledged Equity which is (x) all Equity Interests in any domestic Subsidiary of a Loan Party other than the Initial Pledged Equity that is acquired after the Petition Date or (y) all Equity Interests in any third party entities owned by any Loan Party, (iv) Pledged Debt (other than the Initial Pledged Debt) which has a face principal amount which arises after the Petition Date and (v) any Pledged Investment Property (other than an Equity Interest), subject in the case of each to the limitations and exclusions set forth in this Agreement.

“ Pledged Debt ” has the meaning specified in Section 9.01(e)(iv).

“ Pledged Equity ” has the meaning specified in Section 9.01(e)(iii).

“ Pledged Investment Property ” has the meaning specified in Section 9.01(e)(v).

“ PPSA ” means Personal Property Security Act (Ontario) or any successor statute or similar legislation of any other Canadian jurisdictions.

“ Pre-Petition ABL Security Agreement ” means the Security Agreement as defined in the Pre-Petition Credit Agreement.

“ Pre-Petition Agent ” means General Electric Capital Corporation in its capacity as administrative agent under the Pre-Petition Credit Agreement.

“ Pre-Petition Credit Agreement ” means that certain credit agreement dated as of December 16, 2006 by and among the Borrower, the Pre-Petition Agent and the other parties thereto, which may be amended, supplemented or otherwise modified from time to time.

“ Pre-Petition Payment ” means a payment (by way of adequate protection or otherwise) of principal or interest or otherwise on account of any pre-petition Debt or trade payables or other pre-petition “claims” (as defined in section 101(5) of the U.S. Bankruptcy Code ) against the Borrower or any Guarantor.

“ Pre-Petition Secured Indebtedness ” means all indebtedness and other Obligations of the Borrower and the Guarantors that are secured pursuant to the (a) Pre-Petition ABL Security Agreement and (b) the Senior Secured Notes Security Documents.

“ Preferred Interests ” means, with respect to any Person, Equity Interests issued by such Person that are entitled to a preference or priority over any other Equity Interests issued by such

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Person upon any distribution of such Person’s property and assets, whether by dividend or upon liquidation.

“ Prepayment Premium ” means an amount equal to 5% of the principal amount of the Advances being prepaid at the time of any such prepayment.

“ Priority Collateral ” means, following satisfaction by the Loan Parties of the conditions set forth in Section 3.03, the Collateral securing the Facility on a first priority basis (subject solely to unavoidable pre-petition Liens and Liens permitted under Section 5.02(a), the DIP Intercreditor Agreement and the Carve-Out).

“ Pro Rata Share ” of any amount means, with respect to any Lender at any time, the product of such amount times a fraction the numerator of which is the amount of such Lender’s Commitment (or, if the Commitments shall have been terminated pursuant to Section 2.05 or 6.01, such Lender’s Commitment as in effect immediately prior to such termination) under the Facility at such time and the denominator of which is the amount of the Facility at such time (or, if the Commitments shall have been terminated pursuant to Section 2.05 or 6.01, the amount of the Facility as in effect immediately prior to such termination).

“ Professional Fees ” means legal, appraisal, financing, consulting, and other advisor fees incurred in connection with the Cases, the transactions contemplated in the Bid Procedures Orders and this Agreement.

“ Quebec Security Documents ” means (i) first-ranking deed(s) of hypothec against the moveable property described therein charging the right, title and interest of the applicable Loan Party in such property as security for the payment of debentures issued thereunder (collectively, the “ Deed of Hypothec ”); (ii) debenture(s) issued pursuant to the Deed of Hypothec in favour of the Administrative Agent; and (iii) a pledge of debenture agreement entered into in favour of the Administrative Agent and the Lenders in respect of each debenture issued pursuant to the Deed of Hypothec.

“ Real Property Collateral ” has the meaning specified in Section 9.01(h).

“ Recovery Event ” means any settlement of or payment in respect of any property or casualty insurance claim or any condemnation proceeding relating to any asset of the Borrower or any of its Subsidiaries.

“ Redeemable ” means, with respect to any Equity Interest, Debt or other right or Obligation, any such right or Obligation that (a) the issuer has undertaken to redeem at a fixed or determinable date or dates, whether by operation of a sinking fund or otherwise, or upon the occurrence of a condition not solely within the control of the issuer or (b) is redeemable at the option of the holder.

“ Register ” has the meaning specified in Section 10.07(d).

“ Regulation U ” means Regulation U of the Board of Governors of the Federal Reserve System, as in effect from time to time.

“ Related Contracts ” has the meaning specified in Section 9.01(c).

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“ Reorganization Plan ” shall mean a Chapter 11 plan of reorganization or a plan of compromise or arrangement under the CCAA in any of the Cases of the Borrower or a Guarantor.

“ Required Lenders ” means, at any time, Lenders holding Commitments representing not less than 65% of the aggregate amount of the Commitments; provided that so long as (a) Avenue holds no less than ##% of the Commitments and ##% of the then outstanding Senior Secured Notes and (b) the DDJ Funds collectively hold no less than ##% of the Commitments and ##% of the then outstanding Senior Secured Notes, then Avenue and the DDJ Funds shall constitute “Required Lenders” hereunder.

“ Responsible Officer ” means the chief executive officer, president, chief financial officer or treasurer of a Loan Party. Any document delivered hereunder or under any other Loan Document that is signed by a Responsible Officer of a Loan Party shall be conclusively presumed to have been authorized by all necessary corporate, partnership and/or or other action on the part of such Loan Party and such Responsible Officer shall be conclusively presumed to have acted on behalf of such Loan Party.

“ Restructuring Support Agreement ” means the restructuring support agreement dated as of March 10, 2009 by and among the Debtors and the Initial Lenders, in form and substance reasonably satisfactory to the Initial Lenders..

“ Roll-Up ” has the meaning set forth in Section 2.01(c).

“ Roll-Up Advance ” has the meaning set forth in Section 2.01(c).

“ Roll-Up Order ” means an order of the U.S. Bankruptcy Court in form and substance reasonably satisfactory to the Required Lenders approving a Roll-Up in the amount equal to $12,500,000.

“ Roll-Up Reserve ” means an amount equal to 50% of the Commitments, which portion of the Commitments is reserved for purposes of consummating the Roll-Up.

“ S&P ” means Standard & Poor’s, a division of The Mc-Graw Hill Companies, Inc.

“ SEC ” means the Securities and Exchange Commission or any governmental authority succeeding to any of its principal functions.

“ Secured Obligation ” has the meaning specified in Section 9.01.

“ Secured Parties ” means the Administrative Agent and the Lenders.

“ Security Collateral ” has the meaning specified in Section 9.01(e).

“ Senior Secured Exchange Notes ” means the 11-½% senior secured notes of Milacron, due May 15, 2011, issued in an exchange offer pursuant to the Senior Secured Notes Indenture.

“ Senior Secured Notes ” means the 11-½% senior secured notes of Milacron, due 2011, in an aggregate principal amount of $225,000,000 issued pursuant to the Senior Secured Notes Indenture and the Senior Secured Exchange Notes.

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“ Senior Secured Notes Indenture ” means the Indenture, dated as of May 26, 2004, by and among U.S. Bank National Association, as trustee, Milacron Escrow Corporation, as issuer, which was merged with and into Milacron, and the guarantors party thereto, as may be amended, supplemented or otherwise modified from time to time in accordance with the terms thereof.

“ Senior Secured Notes Security Documents ” means all security agreements, pledge agreements, collateral assignments, mortgages, collateral agency agreements, control agreements, deeds of trust or other grants or transfers for security executed and delivered by Milacron Escrow Corporation, which was merged with and into Milacron, any guarantor of the Senior Secured Notes or any Subsidiary of Milacron Escrow Corporation, which was merged with and into Milacron, creating a Lien upon “Collateral” (as such term is defined in the Senior Secured Notes Indenture) in favor of the Senior Secured Notes Collateral Agent, as applicable, in each case, as amended, modified, renewed, restated or replaced, in whole or in part, from time to time, in accordance with its terms.

“ Single Employer Plan ” means a single employer plan, as defined in Section 4001(a)(15) of ERISA, that (a) is maintained for employees of any Loan Party or any ERISA Affiliate and no Person other than the Loan Parties and the ERISA Affiliates or (b) was so maintained and in respect of which any Loan Party or any ERISA Affiliate could have liability under Section 4069 of ERISA in the event such plan has been or were to be terminated.

“ SPC ” has the meaning specified in Section 10.07(k).

“ Sponsors ” means the Initial Lenders and their respective Affiliates as well as certain of the other Lenders and their respective Affiliates that will purchase certain assets of the Debtors in accordance with the Bid Procedures Orders.

“ Subagent ” has the meaning specified in Section 9.06(b).

“ Subsequent Interim Borrowing ” has the meaning specified in Section 2.01(b) .

“ Subsidiary ” means, with respect to any Person, (a) any corporation of which an aggregate of more than 50% of the outstanding Equity Interests having ordinary voting power to elect a majority of the Board of Directors of such corporation (irrespective of whether, at the time, Equity Interests of any other class or classes of such corporation shall have or might have voting power by reason of the happening of any contingency) is at the time, directly or indirectly, owned legally or beneficially by such Person or one or more Subsidiaries of such Person, or with respect to which any such Person has the right to vote or designate the vote of 50% or more of such Equity Interests whether by proxy, agreement, operation of law or otherwise, and (b) any partnership or limited liability company in which such Person and/or one or more Subsidiaries of such Person shall have an interest (whether in the form of voting or participation in profits or capital contribution) of more than 50%. Unless the context otherwise requires, each reference to a Subsidiary shall be a reference to a Subsidiary of a Borrower.

“ Superpriority Claim ” shall mean a claim against the Debtors in any of the Cases that is a superpriority administrative expense claim having priority over any or all administrative expenses and other claims of the kind specified in or otherwise arising or ordered (i) with respect to the U.S. Cases, under any Sections of the U.S. Bankruptcy Code (including, without limitation, Sections 105, 326, 328, 330, 331, 503(b), 507(a), 507(b), 546(c) and/or 726 thereof), or (ii) with respect to the CCAA Case pursuant to the Canadian CCAA Orders, whether or not such claim or

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expenses may become secured by a judgment lien or other non-consensual lien, levy or attachment.

“ Synthetic Debt ” means, with respect to any Person as of any date of determination thereof, all Obligations of such Person in respect of transactions entered into by such Person that are intended to function primarily as a borrowing of funds (including, without limitation, any minority interest transactions that function primarily as a borrowing) but are not otherwise included in the definition of “Debt” or as a liability on the consolidated balance sheet of such Person and its Subsidiaries in accordance with GAAP.

“ Taxes ” has the meaning specified in Section 2.12(a).

“ TED Spread ” means, at any time, the difference between the London interbank offered rate for an interest period of three months and the rate applicable to United States Treasury bills having a maturity of three months (rounded upwards, if necessary, to the nearest 1/100 of 1%) at such time as shown on the page “TEDSP:IND” on the Bloomberg terminal (or any successor or substitute page for such service or any successor or substitute for such service providing such quotation or comparable quotation in respect of the TED Spread), as determined by the Administrative Agent from time to time for purposes of providing an equivalent quotation under this definition as of such time.

“ Termination Date ” means the earliest to occur of (i) the Maturity Date, (ii) the effective date of a Reorganization Plan or plan of liquidation or a plan of compromise or arrangement and (iii) the date of termination in whole of the Commitments pursuant to Section 2.05 or 6.01.

“ Thirteen Week Forecast ” has the meaning set forth in Section 5.03(f).

“ Trade Secrets ” has the meaning specified in Section 9.01(g)(v).

“ Trademarks ” has the meaning specified in Section 9.01(g)(ii).

“ Transaction Documents ” means the Loan Documents, the Asset Purchase Agreement, the Restructuring Support Agreement and the other documents entered into in connection with the transactions contemplated under the Restructuring Support Agreement or the Asset Purchase Agreement.

“ Type ” refers to the distinction between Advances bearing interest at the Base Rate and Advances bearing interest at the Eurodollar Rate.

“ UCC ” means the Uniform Commercial Code as in effect, from time to time, in the State of New York; provided that, if perfection or the effect of perfection or non-perfection or the priority of any security interest in any Collateral is governed by the Uniform Commercial Code as in effect in a jurisdiction other than the State of New York, “UCC” means the Uniform Commercial Code as in effect from time to time in such other jurisdiction for purposes of the provisions hereof relating to such perfection, effect of perfection or non-perfection or priority.

“ Unused Commitment ” means, with respect to any Lender at any time (a) such Lender’s Commitment at such time minus (b) the aggregate principal amount of all Advances made by such Lender (in its capacity as a Lender).

“ U.S. Bankruptcy Code ” means is defined in the recitals of parties.

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“ U.S. Bankruptcy Court ” has the meaning specified in the Preliminary Statements and means the United States District Court for the Southern District of Ohio when such court is exercising direct jurisdiction over the U.S. Cases.

“ U.S. Cases ” has the meaning specified in the Preliminary Statements.

“ U.S. Final DIP Order ” means, collectively, the order of the U.S. Bankruptcy Court entered in the U.S. Cases after a final hearing under Rule 4001(c)(2) of the Federal Rules of Bankruptcy Procedure or such other procedures as approved by the U.S. Bankruptcy Court which order shall be reasonably satisfactory in form and substance to Administrative Agent and the Required Lenders, and from which no appeal or motion to reconsider has been timely filed and such order in any respect is not the subject of a stay pending appeal (unless Administrative Agent and the Required Lenders waive such requirement), together with all extensions, modifications and amendments thereto, in form and substance satisfactory to Administrative Agent and the Required Lenders, which, among other matters but not by way of limitation, authorizes the Loan Parties to obtain credit, incur (or guaranty) Indebtedness, and grant Liens under this Agreement and the other Loan Documents, as the case may be, and provides for the Administrative Agent’s and the Lenders’ Superpriority Claims.

“ U.S. Guarantors ” has the meaning specified in the recitals of parties.

“ U.S. Interim DIP Order ” means a certified copy of an order entered by the U.S. Bankruptcy Court in substantially the form of Exhibit E-1.

“ U.S. Subsidiary ” means each Subsidiary of the Borrower organized under the laws of the United States.

“ Voting Stock ” means capital stock issued by a corporation, or equivalent interests in any other Person, the holders of which are ordinarily, in the absence of contingencies, entitled to vote for the election of directors (or persons performing similar functions) of such Person, even if the right so to vote has been suspended by the happening of such a contingency.

“ Welfare Plan ” means a welfare plan, as defined in Section 3(1) of ERISA, that is maintained for employees of any Loan Party or in respect of which any Loan Party could have liability.

“ Withdrawal Liability ” has the meaning specified in Part I of Subtitle E of Title IV of ERISA.

Section 1.02

Computation of Time Periods . In this Agreement in the computation of periods of time from a specified date to a later specified date, the word “from” means “from and including” and the words “to” and “until” each mean “to but excluding”.

Section 1.03

Accounting Terms . All accounting terms not specifically defined herein shall be construed in accordance with generally accepted accounting principles consistent with those applied in the preparation of the financial statements referred to in Section 4.01(f) (“ GAAP ”).

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ARTICLE II

AMOUNTS OF THE ADVANCES

Section 2.01

The Advances . (a) The Advances . Each Lender severally agrees, on the terms and conditions hereinafter set forth, to make an advance to the Borrower (an “ Advance ”) on any Business Day during the period from the Effective Date until the Termination Date (i) in an amount for each such Advance not to exceed such Lender’s Unused Commitment at such time and (ii) in an aggregate amount for all such Advances not to exceed such Lender’s ratable portion (based on the aggregate amount of the Unused Commitments at such time) of the Availability at such time; provided that (x) prior to the entry of the Final DIP Order, the aggregate principal amount of all Advances outstanding at such time shall not exceed the Interim DIP Order Commitment Amount and (y) after entry of the Final DIP Order, the aggregate principal amount of all Advances outstanding at such time shall not exceed the total amount of the Commitment.

(b)

Borrowings .

(i)

Upon entry of the U.S. Interim DIP Order, the Borrowing shall be in an aggregate principal amount not to exceed $15,000,000 (the “ Initial Borrowing ”) and with respect to the subsequent Borrowing to occur after entry of the U.S. Interim DIP Order and prior to the entry of the U.S. Final DIP Order, such Borrowing shall be in an aggregate principal amount not to exceed $5,000,000 (the “ Subsequent Interim Borrowing ”) and, in each case, such Borrowing shall consist of Advances made simultaneously by the Lenders under the Facility ratably according to the Lenders’ Commitments under the Facility; provided that no more than one Borrowing may occur in any week and no more than two Borrowings may occur prior to the entry of the Final DIP Order.

(ii)

Upon entry of the U.S. Final DIP Order, each Borrowing shall be in an aggregate principal amount no less than $1,000,000 but no more than $5,000,000 (other than with respect to the first Borrowing to occur after entry of the U.S. Final DIP Order, in which case such Borrowing may be in an aggregate principal amount not to exceed $10,000,000) made simultaneously by the Lenders under the Facility ratably according to the Lender’s Commitments under the Facility; provided that no more than one Borrowing may occur in any week and no more than ten Borrowing may occur during the term of this Agreement.

For the avoidance of doubt, the aggregate principal amount of each Borrowing referred to in this clause (b) shall be made exclusive of the amount of the Roll-Up Reserve.

(c)

Roll-Up Advances . Except as set forth in the proviso below, in connection with each Borrowing referred to clause (b) above (the “ Requested Borrowing ”), an Advance shall be deemed to be made to the Borrower as an Advance under Section 2.01(a) in an amount equal to the amount of the Requested Borrowing (such deemed Advance, a “ Roll-Up Advance ”) and such Roll-Up Advance shall be simultaneously used out of the Roll-Up Reserve by the Lenders as a pro rata purchase by the Borrower, on a dollar for dollar basis, at par value plus accrued interest at the default rate under the Senior Secured Notes Indenture of the applicable amount of Senior Secured Notes beneficially owned (directly or indirectly) by the Lenders or their Affiliates (each such purchase being, a “ Roll-Up ”); provided that (x) in the case of the Roll-Up Advance to occur in connection with the Initial Borrowing, (A) $7,500,000 shall be applied to consummate the Roll-Up on the date the U.S. Interim DIP Order is entered and (B) $7,500,000 shall be applied to consummate the Roll-Up on the date the Roll-Up Order is entered and (y) in the case of the Roll-Up Advance to occur in connection with the Subsequent Interim Borrowing, $5,000,000 shall be applied to consummate the Roll-Up at the time of such Subsequent Interim

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Borrowing ( provided however in the event the Subsequent Interim Borrowing occurs prior to the date on which the Roll-Up Order is entered, the Roll-Up Advance with respect thereto will occur upon entry of the Roll-Up Order)

For the avoidance of doubt, each Roll-Up Advance shall constitute an Advance for all purposes under the Loan Documents.

Section 2.02

Making the Advances . (a) Each Borrowing shall be made on notice, given not later than 11:00 A.M. (New York City time) on (x) in the case of the Initial Borrowing, one Business Day and (y) each other Borrowing, the third Business Day prior to the date of the proposed Borrowing by the Borrower to the Administrative Agent, which shall give to each Lender prompt notice thereof by telex or telecopier. Each such notice of a Borrowing (a “ Notice of Borrowing ”) shall be by telephone, confirmed immediately in writing, or telex or telecopier, in substantially the form of Exhibit B hereto, specifying therein the requested (i) date of such Borrowing, (ii) the Type of Advances comprising such Borrowing and (iii) the aggregate amount of such Borrowing. Each Lender shall, before 11:00 A.M. (New York City time) on the date of such Borrowing, make available for the account of its Applicable Lending Office to the Administrative Agent at the Administrative Agent’s Account, in same day funds, such Lender’s ratable portion of such Borrowing in accordance with the respective Commitments of such Lender and the other Lenders. After the Administrative Agent’s receipt of such funds and upon fulfillment of the applicable conditions set forth in Article III, the Administrative Agent will make such funds available to the Borrower by depositing such funds into the Borrower’s Account (other than with respect to the Initial Borrowing, which shall be paid directly to GECC) or such other account as the Borrower shall request.

(b)

Each Notice of Borrowing shall be irrevocable and binding on the Borrower. In the case of any Borrowing that the related Notice of Borrowing specifies is to be comprised of Eurodollar Rate Advances, the Borrower shall indemnify each Lender against any loss, cost or expense incurred by such Lender as a result of any failure to fulfill on or before the date specified in such Notice of Borrowing for such Borrowing the applicable conditions set forth in Article III, including, without limitation, any actual loss (excluding loss of anticipated profits), cost or expense incurred by reason of the liquidation or reemployment of deposits or other funds acquired by such Lender to fund the Advance to be made by such Lender as part of such Borrowing when such Advance, as a result of such failure, is not made on such date.

(c)

Unless the Administrative Agent shall have received notice from any Lender prior to the date of any Borrowing that such Lender will not make available to the Administrative Agent such Lender’s ratable portion of such Borrowing, the Administrative Agent may assume that such Lender has made such portion available to the Administrative Agent on the date of such Borrowing in accordance with subsection (a) of this Section 2.02 and the Administrative Agent may, in reliance upon such assumption, make available to the Borrower on such date a corresponding amount. If and to the extent that such Lender shall not have so made such ratable portion available to the Administrative Agent, such Lender and the Borrower severally agree to repay or pay to the Administrative Agent forthwith on demand such corresponding amount and to pay interest thereon, for each day from the date such amount is made available to the Borrower until the date such amount is repaid or paid to the Administrative Agent, at (i) in the case of the Borrower, the interest rate applicable at such time under Section 2.07 to Advances comprising such Borrowing and (ii) in the case of such Lender, the Federal Funds Rate. If such Lender shall pay to the Administrative Agent such corresponding amount, such amount so paid shall constitute such Lender’s Advance as part of such Borrowing for all purposes of this Agreement.

(d)

The failure of any Lender to make the Advance to be made by it shall not relieve any other Lender of its obligation, if any, hereunder to make its Advance or make available on the date of

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such Borrowing, but no Lender shall be responsible for the failure of any other Lender to make the Advance to be made by it.

Section 2.03

[INTENTIONALLY OMITTED]

Section 2.04

Repayment of Advances . The Borrower shall repay to the Administrative Agent for the ratable account of the Lenders on the Termination Date the aggregate outstanding principal amount of the Advances then outstanding.

Section 2.05

Termination or Reduction of Commitments . (a) Optional . The Borrower may, upon at least two Business Days’ notice to the Administrative Agent, terminate in whole or reduce in part the Unused Commitments; provided , however , that each partial reduction shall be in an aggregate amount of $500,000 or an integral multiple of $100,000 in excess thereof.

(b)

Mandatory .

(a) Upon the making of an Advance pursuant to Section 2.01, the Commitments shall be automatically and permanently reduced by the amount of such Advance, (b) on each date on which a prepayment of Advances is required under Section 2.06(b), the Commitments shall be automatically and permanently reduced by an amount equal to the amount of such prepayment and (c) on the Termination Date, the Commitments shall be automatically and permanently reduced to zero.

(c)

Application of Commitment Reductions . Upon each reduction of the Unused Commitments pursuant to this Section 2.05, the Commitment of each of the Lenders shall be reduced by such Lender’s Pro Rata Share of the amount by which the Unused Commitments are reduced in accordance with the Lenders’ respective Commitments.

Section 2.06

Prepayments . (a) Optional . The Borrower may, upon at least one Business Day’s notice to the Administrative Agent received not later than 11:00 A.M. (New York, New York time) stating the proposed date and aggregate principal amount of the prepayment, and if such notice is given the Borrower shall, prepay the outstanding aggregate principal amount of Advances, in whole or ratably in part, together with accrued interest to the date of such prepayment on the aggregate principal amount prepaid plus the Prepayment Premium; provided , however , that each partial prepayment shall be in an aggregate principal amount of $500,000 or an integral multiple of $100,000 in excess thereof or, if less, the aggregate outstanding principal amount of any Advance.

(b)

Mandatory .

(i)

The Borrower shall, within five Business Days after the date of receipt of any Net Cash Proceeds by any Loan Party or any of its Subsidiaries in connection with any Asset Sales or Recovery Events, or in connection with any sale or issuance of any Equity Interests by any Loan Party or any of its Subsidiaries, or the incurrence or issuance of any Debt by any Loan Party or any of its Subsidiaries, prepay an aggregate principal amount of the Advances comprising part of the same Borrowings equal to such Net Cash Proceeds together with accrued interest to the date of such prepayment on the principal amount prepaid plus the Prepayment Premium; provided that no prepayment shall be required under this clause (i) with respect to Net Cash Proceeds received from Asset Sales of less than $500,000 in the aggregate during the term of this Agreement.

(ii)

The Borrower shall, on each Business Day, if applicable, prepay an aggregate principal amount of the Advances comprising part of the same Borrowings in an amount equal to the amount by which the sum of (x) the aggregate principal amount of the Advances then outstanding exceeds (y) (i) prior to the entry of the U.S. Final DIP Order, the Interim DIP Order Commitment Amount and (ii) after entry of the U.S. Final DIP Order, the total amount of the Commitment.

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Section 2.07

Interest . (a) Scheduled Interest . The Borrower shall pay interest on each Advance owing to each Lender from the date of such Advance until such principal amount shall be paid in full, at the following rates per annum:

(i)

Base Rate Advances . During such periods as such Advance is a Base Rate Advance, a rate per annum equal at all times to the sum of (A) the Base Rate in effect from time to time plus (B) the Applicable Margin in effect from time to time, payable in arrears monthly on the first Business Day of each month during such periods.

(ii)

Eurodollar Rate Advances . During such periods as such Advance is a Eurodollar Rate Advance, a rate per annum equal at all times during each Interest Period for such Advance to the sum of (A) the Eurodollar Rate for such Interest Period for such Advance plus (B) the Applicable Margin in effect on the first day of such Interest Period, payable in arrears on the last Business Day of such Interest Period.

(b)

Default Interest . Upon the occurrence and during the continuance of an Event of Default the Borrower shall pay interest on (i) the unpaid principal amount of each Advance owing to each Lender, payable in arrears on the dates referred to in clause (a) above and on demand, at a rate per annum equal at all times to 2% per annum above the rate per annum required to be paid on such Advance pursuant to clause (a) and (ii) to the fullest extent permitted by law, the amount of any interest, fee or other amount payable hereunder that is not paid when due, from the date such amount shall be due until such amount shall be paid in full, payable in arrears on the date such amount shall be paid in full and on demand, at a rate per annum equal at all times to 2% per annum above the rate per annum required to be paid on Advances pursuant to clause (a)(i) above.

(c)

Notice of Interest Rate . Promptly after receipt of a Notice of Borrowing pursuant to Section 2.02(a), the Administrative Agent shall give notice to the Borrower and each Lender of the interest rate determined by the Administrative Agent for purposes of clause (a) above.

Section 2.08

Fees . (a) Un-Used Line Fee . (i) The Borrower shall pay to the Administrative Agent for the account of the Lenders an un-used line fee, from the date hereof in the case of each such Initial Lender and from the effective date specified in the Assignment and Acceptance pursuant to which it became a Lender in the case of each other such Lender until the Termination Date, payable in arrears on the Effective Date, thereafter monthly on the first day of each month and on the Termination Date, at the rate of 3% per annum on the average daily unused portion of the Unused Commitment of such Lender (excluding the amount of the Roll-Up Reserve); provided , however , that no un-used line fee shall accrue on any of the Commitments of a Defaulting Lender so long as such Lender shall be a Defaulting Lender.

(b)

Initial Lender Fees . The Borrower shall pay to the Administrative Agent for the account of the Initial Lenders (and their respective Affiliates) such other fees as may be from time to time agreed among the Borrower and the Initial Lenders (and their respective Affiliates).

Section 2.09

Conversion of Advances . (a) Optional . The Borrower may on any Business Day, upon notice given to the Administrative Agent not later than 11:00 A.M. (New York City time) on the third Business Day prior to the date of the proposed Conversion and subject to the provisions of Section 2.10, Convert all or any portion of the Advances of one Type comprising the same Borrowing into Advances of the other Type; provided , however , that any Conversion of Eurodollar Rate Advances into Base Rate Advances shall be made only on the last day of an Interest Period for such Eurodollar Rate Advances, any Conversion of Base Rate Advances into Eurodollar Rate Advances shall be in an amount not less than $1,000,000, no Conversion of any Advances shall result in more separate Borrowings than

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permitted under Section 2.02(c) and each Conversion of Advances comprising part of the same Borrowing shall be made ratably among the Lenders in accordance with their Commitments. Each such notice of Conversion shall, within the restrictions specified above, specify (i) the date of such Conversion and (ii) the Advances to be Converted. Each notice of Conversion shall be irrevocable and binding on the Borrower.

(b)

Mandatory .

(i)

On the date on which the aggregate unpaid principal amount of Eurodollar Rate Advances comprising any Borrowing shall be reduced, by payment or prepayment or otherwise, to less than $1,000,000 such Advances shall, at the end of the applicable Interest Period, automatically Convert into Base Rate Advances.

(ii)

Upon the occurrence and during the continuance of any Event of Default, (x) each Eurodollar Rate Advance will automatically, on the last day of the then existing Interest Period therefor, Convert into a Base Rate Advance and (y) the obligation of the Lenders to make, or to Convert Advances into, Eurodollar Rate Advances shall be suspended.

Section 2.10

Increased Costs, Etc . (a) If, due to either (i) the introduction of or any change in or in the interpretation of any law or regulation or (ii) the compliance with any guideline or request from any central bank or other governmental authority (whether or not having the force of law), there shall be any increase in the cost to any Lender of agreeing to make or of making, funding or maintaining Eurodollar Rate Advances (excluding, for purposes of this Section 2.10, any such increased costs resulting from (x) Taxes or Other Taxes (as to which Section 2.12 shall govern) and (y) changes in the basis of taxation of overall net income or overall gross income by the United States or by the foreign jurisdiction or state under the laws of which such Lender is organized or has its Applicable Lending Office or any political subdivision thereof), then the Borrower shall from time to time, upon demand by such Lender (with a copy of such demand to the Administrative Agent), pay to the Administrative Agent for the account of such Lender additional amounts sufficient to compensate such Lender for such increased cost; provided , however , that a Lender claiming additional amounts under this Section 2.10(a) agrees to use reasonable efforts (consistent with its internal policy and legal and regulatory restrictions) to designate a different Applicable Lending Office if the making of such a designation would avoid the need for, or reduce the amount of, such increased cost that may thereafter accrue and would not, in the reasonable judgment of such Lender, be otherwise disadvantageous to such Lender. A certificate as to the amount of such increased cost, submitted to the Borrower by such Lender, shall be conclusive and binding for all purposes, absent manifest error.

If (x) by 2:00 pm New York City Time on the date immediately succeeding notice by the Administrative Agent to the Lenders of receipt of a Notice of Borrowing in respect of a Eurodollar Rate Advance, the Administrative Agent receives Market Disruption Notices from the Required Lenders notifying the Administrative Agent and the Borrower that (i) for any reason adequate and reasonable means do not exist for determining the Eurodollar Rate for an Interest Period with respect to any Eurodollar Rate Advance, (ii) the Eurodollar Rate for an Interest Period with respect to any Eurodollar Rate Advance does not adequately and fairly reflect the cost to such Lenders of funding such Advance as determined by such Lender in good faith or (iii) Dollar deposits are not being offered to banks in the London interbank eurodollar market for the applicable amount and the Interest Period of such Eurodollar Rate Advance (the events described in clauses (i) through (iii) being a “ Eurodollar Rate Market Disruption Event ”); or (y) by 2:00 pm New York City Time on the date immediately succeeding notice by the Administrative Agent to the Lenders of receipt of a Notice of Borrowing from the Borrower in respect of a Base Rate Advance, the Administrative Agent receives Market Disruption Notices from the Required Lenders notifying the Administrative Agent and the Borrower that (i) for any reason adequate and

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reasonable means do not exist for determining the Base Rate for an Interest Period with respect to any Base Rate Advance or (ii) the Base Rate for an Interest Period with respect to any Base Rate Advance does not adequately and fairly reflect the cost to such Lenders of funding such Advance as determined by such Lender in good faith (the foregoing clauses (i) and (ii), being a “ Base Rate Market Disruption Event ”); then (A) such Borrowings or Advances shall be made as and (B) any outstanding Base Rate Advances or Eurodollar Rate Advances shall be converted to, Alternate Base Rate Advances effective as of the next Business Day following receipt of such Market Disruption Notice. Until the Required Lenders have withdrawn such Market Disruption Notices (or the Eurodollar Rate Market Disruption Event or Base Rate Market Disruption Event is deemed to be no longer effective), no further Base Rate Advances shall be made as such, but instead as Alternate Base Rate Advances. Each Market Disruption Event shall be deemed to be no longer effective as of the date which is 30 days after such Alternate Base Rate Advances are made; provided , that nothing contained herein shall in any way affect any Lender’s right to provide any additional Market Disruption Notices (including for purposes of extending an existing Market Disruption Notice) as provided for herein.

(b)

Notwithstanding any other provision of this Agreement, if the introduction of or any change in or in the interpretation of any law or regulation shall make it unlawful, or any central bank or other governmental authority shall assert that it is unlawful, for any Lender or its Eurodollar Lending Office to perform its obligations hereunder to make Eurodollar Rate Advances or to continue to fund or maintain Eurodollar Rate Advances hereunder, then, on notice thereof and demand therefor by such Lender to the Borrower through the Administrative Agent, (i) each Eurodollar Rate Advance will automatically, upon such demand, Convert into a Base Rate Advance and (ii) the obligation of the Lenders to make, or to Convert Advances into, Eurodollar Rate Advances shall be suspended until the Administrative Agent shall notify the Borrower that such Lender has determined that the circumstances causing such suspension no longer exist; provided , however , that, before making any such demand, such Lender agrees to use reasonable efforts (consistent with its internal policy and legal and regulatory restrictions) to designate a different Eurodollar Lending Office if the making of such a designation would allow such Lender or its Eurodollar Lending Office to continue to perform its obligations to make Eurodollar Rate Advances or to continue to fund or maintain Eurodollar Rate Advances and would not, in the judgment of such Lender, be otherwise disadvantageous to such Lender.

Section 2.11

Payments and Computations . (a) The Borrower shall make each payment hereunder and under the Notes, irrespective of any right of counterclaim or set-off (except as otherwise provided in Section 2.15), not later than 11:00 A.M. (New York, New York time) on the day when due (or, in the case of payments made by a Guarantor pursuant to Section 8.01, on the date of demand therefor) in U.S. dollars to the Administrative Agent at the Administrative Agent’s Account in same day funds. The Administrative Agent will promptly thereafter cause like funds to be distributed (i) if such payment by the Borrower is in respect of principal, interest, commitment fees or any other Obligation then payable hereunder and under the Notes to more than one Lender, to such Lenders for the account of their respective Applicable Lending Offices ratably in accordance with the amounts of such respective Obligations then payable to such Lenders and (ii) if such payment by the Borrower is in respect of any Obligation then payable hereunder to one Lender, to such Lender for the account of its Applicable Lending Office, in each case to be applied in accordance with the terms of this Agreement. Upon its acceptance of an Assignment and Acceptance and recording of the information contained therein in the Register pursuant to Section 10.07(d), from and after the effective date of such Assignment and Acceptance, the Administrative Agent shall make all payments hereunder and under the Notes in respect of the interest assigned thereby to the Lender assignee thereunder, and the parties to such Assignment and Acceptance shall make all appropriate adjustments in such payments for periods prior to such effective date directly between themselves.

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(b)

If the Administrative Agent receives funds for application to the Obligations under the Loan Documents under circumstances for which the Loan Documents do not specify the Advances to which, or the manner in which, such funds are to be applied, the Administrative Agent may, but shall not be obligated to, elect to distribute such funds to each Lender ratably in accordance with such Lender’s proportionate share of the principal amount of all outstanding Advances, in repayment or prepayment of such of the outstanding Advances or other Obligations owed to such Lender, and for application to such principal installments, as the Administrative Agent shall direct.

(c)

The Borrower hereby authorizes each Lender, if and to the extent payment owed to such Lender is not made when due hereunder or, in the case of a Lender, under the Note held by such Lender, to charge from time to time against any or all of the Borrower’s accounts with such Lender any amount so due. Each of the Lenders hereby agrees to notify the Borrower promptly after any such setoff and application shall be made by such Lender; provided , however , that the failure to give such notice shall not affect the validity of such charge.

(d)

All computations of interest based on the Base Rate and of fees shall be made by the Administrative Agent on the basis of a year of 365 or 366 days, as the case may be, and all computations of interest based on the Eurodollar Rate or the Federal Funds Rate shall be made by the Administrative Agent on the basis of a year of 360 days, in each case for the actual number of days (including the first day but excluding the last day) occurring in the period for which such interest, fees or commissions are payable. Each determination by the Administrative Agent of an interest rate, fee or commission hereunder shall be conclusive and binding for all purposes, absent manifest error.

(e)

Whenever any payment hereunder or under the Notes shall be stated to be due on a day other than a Business Day, such payment shall be made on the next succeeding Business Day, and such extension of time shall in such case be included in the computation of payment of interest or commitment fee, as the case may be; provided , however , that, if such extension would cause payment of interest on or principal of Eurodollar Rate Advances to be made in the next following calendar month, such payment shall be made on the next preceding Business Day.

(f)

Unless the Administrative Agent shall have received notice from the Borrower prior to the date on which any payment is due to any Lender hereunder that the Borrower will not make such payment in full, the Administrative Agent may assume that the Borrower has made such payment in full to the Administrative Agent on such date and the Administrative Agent may, in reliance upon such assumption, cause to be distributed to each such Lender on such due date an amount equal to the amount then due such Lender. If and to the extent the Borrower shall not have so made such payment in full to the Administrative Agent, each such Lender shall repay to the Administrative Agent forthwith on demand such amount distributed to such Lender together with interest thereon, for each day from the date such amount is distributed to such Lender until the date such Lender repays such amount to the Administrative Agent, at the Federal Funds Rate.

Section 2.12

Taxes . (a) Except as otherwise provided herein, any and all payments by any Loan Party to or for the account of any Lender or the Administrative Agent hereunder or under any other Loan Document shall be made, in accordance with Section 2.11 or the applicable provisions of such other Loan Document, if any, free and clear of and without deduction for any and all present or future taxes, levies, imposts, deductions, charges or withholdings, and all liabilities with respect thereto, excluding, in the case of each Lender and the Administrative Agent, (x) taxes, levies, imposts, deductions, charges or withholdings that are imposed on or measured by its overall net income and franchise taxes imposed in lieu thereof by the United States or by the state or foreign jurisdiction or any political subdivision thereof under the laws of which such Lender or the Administrative Agent, as the case may be, is organized or, in the case of each Lender, such Lender’s Applicable Lending Office is located or (y) any

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branch profit taxes imposed by the United States of America (all such non-excluded taxes, levies, imposts, deductions, charges, withholdings being hereinafter referred to as “ Taxes ”). If any Loan Party shall be required by law to deduct any Taxes from or in respect of any sum payable hereunder or under any other Loan Document to any Lender or the Administrative Agent, subject to Section 2.12(f), (i) the sum payable by such Loan Party shall be increased as may be necessary so that after such Loan Party and the Administrative Agent have made all required deductions (including deductions applicable to additional sums payable under this Section 2.12) such Lender or the Administrative Agent, as the case may be, receives an amount equal to the sum it would have received had no such deductions been made, (ii) such Loan Party shall make all such deductions and (iii) such Loan Party shall pay the full amount deducted to the relevant taxing authority or other authority in accordance with applicable law.

(b)

In addition, each Loan Party shall pay any present or future stamp, documentary, excise, property, intangible, mortgage recording or similar taxes, charges or levies that arise from any payment made by such Loan Party hereunder or under any other Loan Documents or from the execution, delivery or registration of, performance under, or otherwise with respect to, this Agreement or the other Loan Documents (hereinafter referred to as “ Other Taxes ”).

(c)

Except as otherwise provided herein, the Loan Parties shall indemnify each Lender and the Administrative Agent for and hold them harmless against the full amount of Taxes and Other Taxes imposed on or paid by such Lender or the Administrative Agent (as the case may be) and any liability (including penalties, additions to tax, interest and expenses) arising therefrom or with respect thereto. This indemnification shall be made within 30 days from the date such Lender or the Administrative Agent (as the case may be) makes written demand therefor, which written demand shall be accompanied by copies of the applicable documentation evidencing the amount of such taxes.

(d)

Within 30 days after the date of any payment of Taxes, the appropriate Loan Party shall furnish to the Administrative Agent, at its address referred to in Section 10.02, the original or a certified copy of a receipt evidencing such payment, to the extent such a receipt is issued therefor, or other written proof of payment thereof that is reasonably satisfactory to the Administrative Agent. In the case of any payment hereunder or under the other Loan Documents by or on behalf of a Loan Party through an account or branch outside the United States or by or on behalf of a Loan Party by a payor that is not a United States person, if such Loan Party determines that no Taxes are payable in respect thereof, such Loan Party shall furnish, or shall cause such payor to furnish, to the Administrative Agent, at such address, an opinion of counsel acceptable to the Administrative Agent stating that such payment is exempt from Taxes. For purposes of subsections (d) and (e) of this Section 2.12, the terms “ United States person ” shall have the meanings specified in Section 7701 of the Internal Revenue Code.

(e)

Each Lender organized under the laws of a jurisdiction outside the United States shall, on or prior to the date of its execution and delivery of this Agreement in the case of each Initial Lender and on the date of the Assignment and Acceptance pursuant to which it becomes a Lender in the case of each other Lender, and from time to time thereafter as reasonably requested in writing by the Borrower (but only so long thereafter as such Lender remains lawfully able to do so), provide each of the Administrative Agent and Borrower with two original properly completed Internal Revenue Service Forms W-8BEN, W-8IMY or W-8ECI, (in the case of a Lender that has certified in writing to the Administrative Agent that it is not (i) a “bank” (within the meaning of Section 881(c)(3)(A) of the Internal Revenue Code), (ii) a 10-percent shareholder (within the meaning of Section 871(h)(3)(B) of the Internal Revenue Code) of any Loan Party or (iii) a controlled foreign corporation related to the Borrower (within the meaning of Section 864(d)(4) of the Internal Revenue Code), Internal Revenue Service Form W-8BEN,) as appropriate, or any successor or other form prescribed by the Internal Revenue Service, certifying that such Lender is exempt from or entitled to a reduced rate of United States withholding tax on payments pursuant to this Agreement or the other Loan Documents or, in the case of a Lender that has

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certified that it is not a “bank” as described above, certifying that such Lender is a foreign corporation, partnership, estate or trust. If the forms provided by a Lender at the time such Lender first becomes a party to this Agreement indicate a United States interest withholding tax rate in excess of zero, withholding tax at such rate shall be considered excluded from Taxes unless and until such Lender provides the appropriate forms certifying that a lesser rate applies, whereupon withholding tax at such lesser rate only shall be considered excluded from Taxes for periods governed by such forms; provided , however , that if, at the effective date of the Assignment and Acceptance pursuant to which a Lender becomes a party to this Agreement, the Lender assignor was entitled to payments under subsection (a) of this Section 2.12 in respect of United States withholding tax with respect to interest paid at such date, then, to such extent, the term Taxes shall include (in addition to withholding taxes that may be imposed in the future or other amounts otherwise includable in Taxes) United States withholding tax, if any, applicable with respect to the Lender assignee on such date. If any form or document referred to in this subsection (e) requires the disclosure of information, other than information necessary to compute the tax payable and information required on the date hereof by Internal Revenue Service Form W-8BEN, W-8IMY, W-8ECI or any successor, or the related certificate described above, that the applicable Lender reasonably considers to be confidential, such Lender shall give notice thereof to the Borrower and shall not be obligated to include in such form or document such confidential information.

(f)

For any period with respect to which a Lender has failed to provide the Borrower with the appropriate form, certificate or other document described in subsection (e) above (other than if such failure is due to a change in law, or in the interpretation or application thereof, occurring after the date on which a form, certificate or other document originally was required to be provided or if such form, certificate or other document otherwise is not required under subsection (e) above), such Lender shall not be entitled to increased payment or indemnification under subsection (a) or (c) of this Section 2.12 with respect to taxes imposed by the United States by reason of such failure; provided , however , that should a Lender become subject to taxes because of its failure to deliver a form, certificate or other document required hereunder, the Loan Parties shall take such steps as such Lender shall reasonably request to assist such Lender to recover such taxes.

(g)

If any Lender determines, in its sole discretion, that it has actually and finally realized by reason of the refund of any Taxes paid or reimbursed by any Loan Party pursuant to subsection (a) or (c) above in respect of payments under the Loan Documents, a current monetary benefit that it would otherwise not have obtained, and that would result in the total payments under this Section 2.12 exceeding the amount needed to make such Lender whole, such Lender shall pay to the Borrower or other Loan Party, as the case may be, with reasonable promptness following the date on which it actually realizes such benefit, an amount equal to the lesser of the amount of such benefit or the amount of such excess, net of all out-of-pocket expenses in securing such refund.

Section 2.13

Sharing of Payments, Etc . If any Lender shall obtain at any time any payment, whether voluntary, involuntary, through the exercise of any right of set-off, or otherwise (other than pursuant to Section 2.10, 2.12, 10.04 or 10.07), (a) on account of Obligations due and payable to such Lender hereunder and under the Notes at such time in excess of its ratable share (according to the proportion of (i) the amount of such Obligations due and payable to such Lender at such time (other than pursuant to Section 2.10, 2.12, 10.04 or 10.07) to (ii) the aggregate amount of the Obligations due and payable to all Lenders hereunder and under the Notes at such time) of payments on account of the Obligations due and payable to all Lenders hereunder and under the Notes at such time obtained by all the Lenders at such time or (b) on account of Obligations owing (but not due and payable) to such Lender hereunder and under the Notes at such time (other than pursuant to Section 2.10, 2.12, 10.04 or 10.07) in excess of its ratable share (according to the proportion of (i) the amount of such Obligations owing to such Lender at such time (other than pursuant to Section 2.10, 2.12, 10.04 or 10.07) to (ii) the aggregate amount of the Obligations owing (but not due and payable) to all Lenders hereunder and under the Notes

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at such time) of payments on account of the Obligations owing (but not due and payable) to all Lenders hereunder and under the Notes at such time obtained by all of the Lenders at such time, such Lender shall forthwith purchase from the other Lenders such participations in the Obligations due and payable or owing to them, as the case may be, as shall be necessary to cause such purchasing Lender to share the excess payment ratably with each of them; provided , however , that, if all or any portion of such excess payment is thereafter recovered from such purchasing Lender, such purchase from each other Lender shall be rescinded and such other Lender shall repay to the purchasing Lender the purchase price to the extent of such Lender’s ratable share (according to the proportion of (i) the purchase price paid to such Lender to (ii) the aggregate purchase price paid to all Lenders) of such recovery together with an amount equal to such Lender’s ratable share (according to the proportion of (i) the amount of such other Lender’s required repayment to (ii) the total amount so recovered from the purchasing Lender) of any interest or other amount paid or payable by the purchasing Lender in respect of the total amount so recovered. The Borrower agrees that any Lender so purchasing a participation from another Lender pursuant to this Section 2.13 may, to the fullest extent permitted by law, exercise all its rights of payment (including the right of set-off) with respect to such participation as fully as if such Lender were the direct creditor of the Borrower in the amount of such participation.

Section 2.14

Use of Proceeds . The proceeds of the Advances shall only be utilized to:

(a)

in the case of the proceeds from the Initial Borrowing, (i) to paydown a portion of the Obligations outstanding under the GECC DIP Facility in an aggregate amount not to exceed the amount of the Initial Borrowing and (ii) to pay fees and expenses as set forth in Section 3.01(e) ; and

(b)

in the case of proceeds other than as set forth in clause (a), to provide financing for the Borrower’s and its Subsidiaries’ working capital expenditures and other general corporate purposes of the Loan Parties in each case to be used in a manner consistent with the applicable DIP Budget and for consummating the Roll-Up; provided , however , that (i) no amounts shall be paid pursuant to this Section 2.14 for fees and disbursements incurred by any Loan Party in connection with any assertion or prosecution of claims or causes of action against the Administrative Agent or any Lender, including, without limitation, (x) any objection to, the contesting in any manner of, or the raising of any defenses to, the validity, perfection, priority or enforceability of the Obligations under this Agreement or the Administrative Agent’s Liens upon the Collateral, or (y) any other rights or interest of the Administrative Agent or the Lenders under the Loan Documents but not including assertions or prosecutions of claims and causes of action arising from an Agent’s or a Lender’s failure to perform hereunder and (ii) in the case of any Pre-Petition Payments, such Pre-Petition Payments shall be made in accordance with the First Day Orders and the terms hereof and the DIP Financing Order or with the prior written consent of the Required Lenders; provided that such First Day Orders are in form and substance reasonably satisfactory to the Initial Lenders and such First Day Orders may not be modified, amended, stayed, varied or set aside without the prior consent of the Required Lenders (except to take into account any grammatical or typographical errors).

Section 2.15

Defaulting Lenders . (a) In the event that, at any time, (i) any Lender shall be a Defaulting Lender, (ii) such Defaulting Lender shall owe a Defaulted Advance to the Borrower and (iii) the Borrower shall be required to make any payment hereunder or under any other Loan Document to or for the account of such Defaulting Lender, then the Borrower may, to the fullest extent permitted by applicable law, set off and otherwise apply the Obligation of the Borrower to make such payment to or for the account of such Defaulting Lender against the obligation of such Defaulting Lender to make such Defaulted Advance. In the event that, on any date, the Borrower shall so set off and otherwise apply its obligation to make any such payment against the obligation of such Defaulting Lender

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to make any such Defaulted Advance on or prior to such date, the amount so set off and otherwise applied by the Borrower shall constitute for all purposes of this Agreement and the other Loan Documents an Advance by such Defaulting Lender made on the date under the Facility pursuant to which such Defaulted Advance was originally required to have been made pursuant to Section 2.01. Such Advance shall be considered, for all purposes of this Agreement, to comprise part of the Borrowing in connection with which such Defaulted Advance was originally required to have been made pursuant to Section 2.01, even if the other Advances comprising such Borrowing shall be Eurodollar Rate Advances on the date such Advance is deemed to be made pursuant to this subsection (a). The Borrower shall notify the Administrative Agent at any time the Borrower exercises its right of set-off pursuant to this subsection (a) and shall set forth in such notice (A) the name of the Defaulting Lender and the Defaulted Advance required to be made by such Defaulting Lender and (B) the amount set off and otherwise applied in respect of such Defaulted Advance pursuant to this subsection (a). Any portion of such payment otherwise required to be made by the Borrower to or for the account of such Defaulting Lender which is paid by the Borrower, after giving effect to the amount set off and otherwise applied by the Borrower pursuant to this subsection (a), shall be applied by the Administrative Agent as specified in subsection (b) or (c) of this Section 2.15.

(b)

In the event that, at any time, (i) any Lender shall be a Defaulting Lender, (ii) such Defaulting Lender shall owe a Defaulted Amount to the Administrative Agent or any of the other Lenders and (iii) the Borrower shall make any payment hereunder or under any other Loan Document to the Administrative Agent for the account of such Defaulting Lender, then the Administrative Agent may, on its behalf or on behalf of such other Lenders, as the case may be, and to the fullest extent permitted by applicable law, apply at such time the amount so paid by the Borrower to or for the account of such Defaulting Lender to the payment of each such Defaulted Amount to the extent required to pay such Defaulted Amount. In the event that the Administrative Agent shall so apply any such amount to the payment of any such Defaulted Amount on any date, the amount so applied by the Administrative Agent shall constitute for all purposes of this Agreement and the other Loan Documents payment, to such extent, of such Defaulted Amount on such date. Any such amount so applied by the Administrative Agent shall be retained by the Administrative Agent or distributed by the Administrative Agent to such other Lenders, ratably in accordance with the respective portions of such Defaulted Amounts payable at such time to the Administrative Agent and such other Lenders and, if the amount of such payment made by the Borrower shall at such time be insufficient to pay all Defaulted Amounts owing at such time to the Administrative Agent and the other Lenders, in the following order of priority:

(i)

first , to the Administrative Agent for any Defaulted Amount then owing to the Administrative Agent in its capacity as Administrative Agent; and

(ii)

second , to Lenders, ratably in accordance with such respective Defaulted Amounts then owing to such other Lenders.

Any portion of such amount paid by the Borrower for the account of such Defaulting Lender remaining, after giving effect to the amount applied by the Administrative Agent pursuant to this subsection (b), shall be applied by the Administrative Agent as specified in subsection (c) of this Section 2.15.

(c)

In the event that, at any time, (i) any Lender shall be a Defaulting Lender, (ii) such Defaulting Lender shall not owe a Defaulted Advance or a Defaulted Amount and (iii) the Borrower, the Administrative Agent or any other Lender shall be required to pay or distribute any amount hereunder or under any other Loan Document to or for the account of such Defaulting Lender, then the Borrower or such other Lender shall pay such amount to the Administrative Agent to be held by the Administrative Agent, to the fullest extent permitted by applicable law, in escrow or the Administrative Agent shall, to the fullest extent permitted by applicable law, hold in escrow such amount otherwise held

NYDOCS02/865137.9A

Milacron – DIP Credit Agreement

by it. Any funds held by the Administrative Agent in escrow under this subsection (c) shall be deposited by the Administrative Agent in an account with The Bank of New York Mellon, in the name and under the control of the Administrative Agent, but subject to the provisions of this subsection (c). The terms applicable to such account, including the rate of interest payable with respect to the credit balance of such account from time to time, shall be consistent with standard terms applicable to escrow accounts maintained with it, except as may otherwise be agreed in the sole discretion of the Required Lenders. Any interest credited to such account from time to time shall be held by the Administrative Agent in escrow under, and applied by the Administrative Agent from time to time in accordance with the provisions of, this subsection (c). The Administrative Agent shall, to the fullest extent permitted by applicable law, apply all funds so held in escrow from time to time to the extent necessary to make any Advances required to be made by such Defaulting Lender and to pay any amount payable by such Defaulting Lender hereunder and under the other Loan Documents to the Administrative Agent or any other Lender, as and when such Advances or amounts are required to be made or paid and, if the amount so held in escrow shall at any time be insufficient to make and pay all such Advances and amounts required to be made or paid at such time, in the following order of priority:

(i)

first , to the Administrative Agent for any amount then due and payable by such Defaulting Lender to the Administrative Agent hereunder in its capacity as Administrative Agent;

(ii)

second , to any other Lenders for any amount then due and payable by such Defaulting Lender to such other Lenders hereunder, ratably in accordance with such respective amounts then due and payable to such other Lenders; and

(iii)

third , to the Borrower for any Advance then required to be made by such Defaulting Lender pursuant to a Commitment of such Defaulting Lender.

In the event that any Lender that is a Defaulting Lender shall, at any time, cease to be a Defaulting Lender, any funds held by the Administrative Agent in escrow at such time with respect to such Lender shall be distributed by the Administrative Agent to such Lender and applied by such Lender to the Obligations owing to such Lender at such time under this Agreement and the other Loan Documents ratably in accordance with the respective amounts of such Obligations outstanding at such time.

(d)

The rights and remedies against a Defaulting Lender under this Section 2.15 are in addition to other rights and remedies that the Borrower may have against such Defaulting Lender with respect to any Defaulted Advance and that the Administrative Agent or any Lender may have against such Defaulting Lender with respect to any Defaulted Amount.

Section 2.16

Evidence of Debt . The Advances made by each Lender shall be evidenced by one or more accounts or records maintained by such Lender and by the Administrative Agent in the ordinary course of business. The accounts or records maintained by the Administrative Agent and each Lender shall be conclusive absent manifest error of the amount of the Advances made by the Lenders to the Borrower and the interest and payments thereon. Any failure to so record or any error in doing so shall not, however, limit or otherwise affect the obligation of the Borrower hereunder to pay any amount owing with respect to the Obligations. In the event of any conflict between the accounts and records maintained by any Lender and the accounts and records of the Administrative Agent in respect of such matters, the accounts and records of the Administrative Agent shall control in the absence of manifest error. Upon the request of any Lender made through the Administrative Agent, the Borrower shall execute and deliver to such Lender (through the Administrative Agent) a Note, which shall evidence such Lender’s Advances in addition to such accounts or records. Each Lender may attach schedules to its Note and endorse thereon the date, amount and maturity of its Advances and payments with respect thereto.

NYDOCS02/865137.9A

Milacron – DIP Credit Agreement

Section 2.17

Priority and Liens . Each Loan Party represents, warrants, covenants and agrees that: (a) the priority of Administrative Agent’s and Lenders’ Liens on the Collateral owned by the Loan Parties shall be set forth in the DIP Financing Order; (b) the priority of the Superpriority Claims granted to Administrative Agent and the Lenders shall be as set forth in the DIP Financing Order; and (c) Administrative Agent’s and Lenders’ Liens on the Collateral owned by the Loan Parties, and Administrative Agent’s and Lenders’ respective Superpriority Claims under Sections 364(c)(l) and 364(d) of the U.S. Bankruptcy Code (and with respect to the CCAA Case, pursuant to the Canadian CCAA Orders) in respect of the Obligations, shall also have priority over any claims, including, upon entry of the Final DIP Order, those arising under Section 506(c) of the U.S. Bankruptcy Code subject and subordinate only to the extent of the Carve-Out. Except for the Carve-Out, no costs or expenses of administration shall be imposed against Administrative Agent, Lenders or any of the Collateral or the Indenture Trustee and the Senior Secured Noteholders under the Senior Secured Notes Indenture or the “Collateral” (as defined in the Senior Secured Notes Indenture) under Sections 105, 506(c) or 552 of the U.S. Bankruptcy Code, or otherwise, and the Loan Parties hereby waive for themselves and on behalf of each of their estates in bankruptcy, any and all rights under sections 105, 506(c) (upon entry of the Final DIP Order) or 552, or otherwise, to assert or impose or seek to assert or impose, any such costs or expenses of administration against Administrative Agent or the Lenders or Indenture Trustee and the Senior Secured Noteholders under the Senior Secured Notes Indenture or the Collateral (as defined in the Senior Secured Notes Indenture).

Section 2.18

Payment of Obligations . Subject to the provisions of Section 6.01 and the DIP Financing Order, upon the maturity (whether by acceleration or otherwise) of any of the Obligations under this Agreement or any of the other Loan Documents of the Borrower and the Guarantors, the Lenders shall be entitled to immediate payment of such Obligations without further application to or order of the applicable Bankruptcy Court.

Section 2.19

No Discharge: Survival of Claims . The Borrower and each Guarantor agrees that (i) its obligations hereunder shall not be discharged by (A) the entry of an order confirming any Reorganization Plan or plan of liquidation or a plan of compromise or arrangement (and each of the Borrower and each Guarantor, pursuant to Section 1141(d)(4) of the U.S. Bankruptcy Code hereby waives any such discharge), (B) converting any of the U.S. Cases to a case under chapter 7 of the U.S. Bankruptcy Code; (C) dismissing any of the U.S. Cases, or (D) terminating any of the proceedings pursuant to section 18.6 of the CCAA or the appointment of any monitor, trustee in bankruptcy, interim receiver, receiver or receiver-manager or similar officer or agent with respect to the Canadian Subsidiary, (ii) the Superpriority Claim granted to the Administrative Agent and the Lenders pursuant to the Interim DIP Order and the Final DIP Order and described in Section 2.17 and the Liens granted to the Administrative Agent and the Lenders pursuant to the Interim DIP Order and the Final DIP Order and described in Section 2.17 shall not be affected in any manner by the entry of any order by the applicable Bankruptcy Court, including an order confirming any Reorganization Plan or plan of liquidation or a plan of compromise or arrangement, and (iii) notwithstanding the terms of any Reorganization Plan or plan of liquidation or a plan of compromise or arrangement, its Obligations hereunder and under each other Loan Document shall be repaid in full in accordance with the terms hereof and the terms of each other Loan Document, the U.S. Interim DIP Order, and the Final DIP Order.

Section 2.20

Replacement of Certain Lenders . In the event a Lender (“ Affected Lender ”) shall have (i) become a Defaulting Lender under Section 2.15, (ii) requested compensation from the Borrowers under Section 2.12 with respect to Taxes or Other Taxes or with respect to increased costs or capital or under Section 2.10 or other additional costs incurred by such Lender which, in any case, are not being incurred generally by the other Lenders, (iii) delivered a (x) notice pursuant to Section 2.10(b) claiming that such Lender is unable to extend Eurodollar Rate Advances to the Borrower for reasons not generally applicable to the other Lenders or (y) a Market Disruption Notice pursuant to Section 2.10(a) or

NYDOCS02/865137.9A

Milacron – DIP Credit Agreement

(iv) failed to comply with the directions of the Required Lenders under any of the Transaction Documents or in connection with the transactions contemplated therein (including, without limitation, in connection with a Credit Bid) then, in any case, the Borrower or the Administrative Agent may make written demand on such Affected Lender (with a copy to the Administrative Agent in the case of a demand by the Borrower and a copy to the Borrower in the case of a demand by the Administrative Agent) for the Affected Lender to assign, and such Affected Lender shall use commercially reasonable efforts to assign pursuant to one or more duly executed Assignments and Acceptances 5 Business Days after the date of such demand, to one or more financial institutions that comply with the provisions of Section 10.07 which the Administrative Agent, as the case may be, shall have engaged for such purpose (“ Replacement Lender ”), all of such Affected Lender’s rights and obligations under this Agreement and the other Loan Documents (including, without limitation, its Commitment and all Advances owing to it hereunder) in accordance with Section 10.07. The Administrative Agent is authorized to execute one or more of such Assignments and Acceptances as attorney-in-fact for any Affected Lender failing to execute and deliver the same within 5 Business Days after the date of such demand. Further, with respect to such assignment, the Affected Lender shall have concurrently received, in cash, all amounts due and owing to the Affected Lender hereunder or under any other Loan Document; provided that (A) upon such Affected Lender’s replacement, such Affected Lender shall cease to be a party hereto but shall continue to be entitled to the benefits of Sections 2.10 and 10.04, as well as to any fees accrued for its account hereunder and not yet paid, and shall continue to be obligated under Section 7.07 with respect to losses, obligations, liabilities, damages, penalties, actions, judgments, costs, expenses or disbursements for matters which occurred prior to the date the Affected Lender is replaced and, in the case of any such assignment resulting from a Lender that submitted a Market Disruption Notice, the circumstances giving rise to the Market Disruption Event do not apply to such Replacement Lender and (B) in the case of any Lender that is replaced as a result of its failure to comply with the directions of the Required Lenders under any of the Transaction Documents or in connection with the transactions contemplated therein (including, without limitation, in connection with a Credit Bid), the price pursuant to which such Lender shall assign the Advances owing to it hereunder shall be equal to the difference of (a) the aggregate principal amount at par value of Advances owing to such Lender minus (b) the sum of (i) an amount equal to 5% of the aggregate principal amount at par value of Advances owing to such Lender and (ii) all fees and interest accrued or paid on such Advances as of the date of replacement.

Section 2.21

Waiver of Priming Rights . Upon the Effective Date, except as otherwise provided in the DIP Financing Order, each Loan Party, on behalf of itself and its estate, and for so long as any Obligations shall be outstanding, hereby irrevocably waives any right, pursuant to Sections 364(c) or 364(d) of the U.S. Bankruptcy Code or otherwise, to grant any Lien of equal or greater priority to or than the Liens securing the Obligations; provided however that this Section 2.21 does not impact or change in any way the lien priority of the DIP ABL Agent and the lenders under the GECC DIP Facility with respect to the ABL Priority Collateral.

Section 2.22

Release . The Loan Parties hereby acknowledge effective upon entry of the U.S. Final DIP Order (or, with respect to the Canadian Guarantor only, the Canadian Second DIP Recognition Order) and to the extent permitted by the DIP Financing Order, that Loan Parties have no defense, counterclaim, offset, recoupment, cross-complaint, claim or demand of any kind or nature

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