8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934
Date of Report:  May 12, 2009 (Date of earliest event reported)
Milacron Inc.
(Exact name of registrant as specified in its charter)
Delaware	001-08485	31-1062125
(State or other jurisdiction  of incorporation)	(Commission  File Number)	(I.R.S. Employer  Identification No.)
4165 Half Acre Road, Batavia, Ohio		45103
(Address of principal executive offices)		(Zip Code)
Registrant’s telephone number, including area code:  (513) 536-2000
N/A (Former name or former address, if changed since last report.)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13a-4(c))

Form 8-K

Item 1.01  Entry into a Material Definitive Agreement

A.

As previously reported by Milacron Inc. (the “Company”) in order to provide financing during their Chapter 11 bankruptcy proceedings, the Company and certain of its subsidiaries  (collectively, the “Debtors”) entered into (i) a $80 Million Senior Secured Superpriority Priming Debtor-In-Possession Credit Facility dated as of March 11, 2009 with Avenue Investments, L.P., and DDJ Capital Management, LLC (the “DIP Term Loan Agreement”), (ii) a $55 Million Senior Secured, Super Priority Debtor-In-Possession Credit Agreement dated as of March 11, 2009, with General Electric Capital Corporation (the “DIP Revolving Credit Agreement”), and (iii) an Intercreditor Agreement between General Electric Capital Corporation and DDJ Capital Management, LLC (the “Intercreditor Agreement”, and collectively with the DIP Term Loan Agreement and the DIP Revolving Credit Agreement, the “Financing Agreements”).  Copies of the DIP Term Loan Agreement, DIP Revolving Credit Agreement and the Intercreditor Agreement were filed as  exhibits to the Company’s Current Report on Form 8-K filed on March 17, 2009.

In order to amend certain provisions of the Financing Agreements principally to conform to changes reflected in Bankruptcy Court filings and to facilitate participation by certain holders of the Company's 11 ½ Senior Secured Notes in the DIP Term Loan Agreement, the Debtors entered into Amendment No. 1 to the DIP Term Loan Agreement, filed herewith as Exhibit 10.1, Amendment No. 1 to the Intercreditor Agreement filed herewith as Exhibit 10.2, the First Amendment to the DIP Revolving Credit Agreement, filed herewith as Exhibit 10.3, and the Senior Secured Superpriority Priming Debtor-In-Possession Note Purchase Agreement, filed herewith as Exhibit 10.4.  

On May 14, 2009, certain of the Company’s European subsidiaries, namely Cimcool Europe B.V, Cimcool Industrial Products B.V., D-M-E Europe CVBA, Ferromatik Milacron Maschinenbau GmbH, Milacron Kunststoffmaschinen Europa GmbH, Milacron B.V., and Milacron Nederland B.V. (collectively, the “European Subsidiaries”) entered into a Variation Agreement (the "Deed of Variation") to an Asset Based Finance Agreement dated March 12, 2008 (the “Finance Agreement”) with Lloyds TSB Bank, Nederland Branch and Belgium Branch and Lloyds TSB Commercial Finance Limited (together, “Lloyds”).  Among other things, the Deed of Variation sets forth Lloyds' intention, subject to certain conditions, not to exercise its rights, which include rights of acceleration, in respect of the European Subsidiaries' breach of certain financial covenants in the Finance Agreement for an initial period ending July 31, 2009, s ets forth an amortization schedule for the $10.5 million property facility term loan outstanding thereunder (as reduced by the Deed of Variation) and adds and amends certain financial covenants. At April 30, 2009, $15.2 million of borrowings and other obligations were outstanding under the Finance Agreement and related documents.  The Deed of Variation is filed herewith as Exhibit 10.5.  

Item 9.01

Financial Statements and Exhibit

(d) Exhibits

Exhibit No.

Description

10.1

Amendment No. 1 to Senior Secured Superpriority Priming Debtor-In-Possession Credit Agreement, dated May 12, 2009

10.2

Amendment No. 1 to Intercreditor Agreement, dated May 12, 2009

10.3

First Amendment to Senior Secured, Super-Priority Debtor-In-Possession Credit Agreement, dated May 12, 2009

10.4

Senior Secured Superpriority Priming Debtor-In-Possession Note Purchase Agreement, dated May 12, 2009

10.5

Variation Agreement to an Asset Based Finance Agreement dated March 12, 2008, dated May 14, 2009 (filed as Exhibit 10.1 to Current Report on Form 8-K dated March 18, 2008.)

Signature

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	Milacron Inc.
Date:  May 18, 2009 By:	/s/John C. Francy
	Name: John C. Francy
	Title: Vice President-Finance, Chief Financial Officer and Treasurer

EX-10

Exhibit 10.1

EXECUTION VERSION

AMENDMENT NO.  1 TO THE
SENIOR SECURED SUPERPRIORITY PRIMING
DEBTOR-IN-POSSESSION CREDIT AGREEMENT

 Dated as of May 12, 2009

AMENDMENT NO. 1 TO THE SENIOR SECURED SUPERPRIORITY PRIMING DEBTOR-IN-POSSESSION CREDIT AGREEMENT among MILACRON INC., a Delaware corporation (the “Borrower”), the guarantors listed on the signature pages hereto (the “Guarantors”), DDJ CAPITAL MANAGEMENT, LLC (“DDJ”), as administrative agent (the “Administrative Agent”) for the Lenders and the other Secured Parties, AVENUE INVESTMENTS, L.P. (“Avenue”), the Affiliates of DDJ listed on the signature pages hereto (together with Avenue the “Initial Lenders”) and the other banks, financial institutions and other institutions lenders from time to time party hereto (each, a “Lender”, and collectively with the Initial Lenders and any other person that becomes a Lender, the “Lenders”).

PRELIMINARY STATEMENTS:

(1)

The Borrower, the Guarantors, the Initial Lenders and the Administrative Agent have entered into that certain Senior Secured Superpriority Priming Debtor-in-Possession Credit Agreement dated as of March 11, 2009 (the “Credit Agreement”).  Capitalized terms not otherwise defined in this Amendment (the “Amendment”) have the same meanings as specified in the Credit Agreement.

(2)

The Borrower has requested changes and modifications to the Credit Agreement as hereinafter set forth and the Lenders are, on the terms and conditions stated below, willing to grant the request of the Borrower and amend the Credit Agreement as hereinafter set forth.

SECTION 1.

Amendments to Credit Agreement.  

(a)

The Credit Agreement is, effective as of the date hereof and subject to the satisfaction of the conditions precedent set forth in Section 2, hereby amended in its entirety to read in full as set forth in Annex A hereto (which shall include amendments to the schedules to the Credit Agreement to the extent amended by the schedules attached to Annex A hereto).  Each Initial Lender hereby acknowledges that after giving effect to this Amendment, the Commitments of such Initial Lender will be set forth on Scheule VI to the Credit Agreement, as amended hereby.  By execution of this Amendment, the Loan Parties agree to be bound by the terms of the Credit Agreement, as amended hereby.

(b)

Effective as of the date hereof and subject to the satisfaction of the conditions precedent set forth in Section 2, Exhibit B of the Credit Agreement shall be hereinafter referred to as Exhibit B-1 and Exhibit B-2 shall be hereinafter attached to the Credit Agreement, as amended.

(c)

Effective as of the date hereof and subject to the satisfaction of the conditions precedent set forth in Section 2, Exhibit C of the Credit Agreement shall be hereinafter referred to as Exhibit C-2 and Exhibit C-1 shall be hereinafter attached to the Credit Agreement, as amended.

(d)

Effective as of the date hereof and subject to the satisfaction of the conditions precedent set forth in Section 2, Annex C hereto shall be attached as Exhibit K to the Credit Agreement.

NYDOCS02/866655.7

SECTION 2.

Conditions of Effectiveness.  This Amendment is subject to the provisions of Section 10.01 of the Credit Agreement.  This Amendment shall become effective as of the date first above written (the “Amendment Effective Date”) when and only when, on or before the Amendment Effective Date the Administrative Agent shall have received:

(a)

Counterparts of this Amendment executed by each Loan Party and the Required Lenders or, as to any of the Lenders, advice satisfactory to the Administrative Agent that such Lender has executed this Amendment.  

(b)

A certificate signed by a duly authorized officer of each Loan Party, dated the Amendment Effective Date, stating that:

(i)

The representations and warranties contained in each Loan Document, are correct in all material respects on and as of such date, before and after giving effect to the Amendment, as though made on and as of such date, other than any such representations or warranties that, by their terms, refer to a specific date other than the Amendment Effective Date;

(ii)

Other than with respect to the commencement of the Cases, no event has occurred and is continuing, or would result from the Amendment that constitutes a Default; and

(iii)

The appropriate DIP Financing Order is in full force and effect and has not been vacated, reversed, modified amended, stayed, varied or set aside in any respect without the prior written consent of the Required Lenders (other than to take into account grammatical or typographical errors).

(c)

A favorable opinion, in form and substance reasonably satisfactory to the Initial Lenders, of each of the following in each case addressed to the Administrative Agent and the Lenders:

(i)

Dinsmore & Shohl LLP, as counsel to the Loan Parties as to such matters as the Administrative Agent may reasonably request including as to the enforceability of the Credit Agreement, the DIP Intercreditor Agreement, in each case as amended and the DIP Term Note Purchase Agreement; and

(ii)

Hugh O’Donnell, as General Counsel to the Borrower as to such matters as the Administrative Agent may reasonably request.

SECTION 3.

Reference to and Effect on the Credit Agreement and the Notes.  

(a)

On and after the Amendment Effective Date, each reference in the Credit Agreement to “this Agreement”, “hereunder”, “hereof” or words of like import referring to the Credit Agreement, and each reference in (i) the Notes and (ii) each of the other Transaction Documents, to “the Credit Agreement”, “thereunder”, “thereof” or words of like import referring to the Credit Agreement, shall mean and be a reference to the Credit Agreement, as amended by this Amendment.

(b)

The Credit Agreement (along with the exhibits and schedules attached thereto) and the Notes, as specifically amended by this Amendment, are and shall continue to be in full force and effect and are hereby in all respects ratified and confirmed.  

(c)

The execution, delivery and effectiveness of this Amendment shall not, except as expressly provided herein, operate as a waiver of any right, power or remedy of any Lender or the Administrative Agent under the Credit Agreement (nor any of the exhibits or schedules attached thereto), nor constitute a waiver of any provision of the Credit Agreement (nor any of the exhibits or schedules attached thereto).

NYDOCS02/866655.7

SECTION 4.

Costs, Expenses.  The Borrower hereby agrees to pay on demand all reasonable costs and expenses of the Administrative Agent in connection with the preparation, execution, delivery and administration, modification and amendment of this Amendment, and the other instruments and documents to be delivered hereunder (including, without limitation, the reasonable fees and expenses of counsel for the Administrative Agent) in accordance with the terms of Section 10.04 of the Credit Agreement.

SECTION 5.

Execution in Counterparts.  This Amendment may be executed in any number of counterparts and by different parties hereto in separate counterparts, each of which when so executed shall be deemed to be an original and all of which taken together shall constitute but one and the same agreement.  Delivery of an executed counterpart of a signature page to this Amendment by telecopier or other electronic transmission shall be effective as delivery of a manually executed counterpart of this Amendment.

SECTION 6.

Affirmation and Consent of Guarantors.  Each Guarantor hereby consents to the amendments to the Credit Agreement effected hereby, and hereby confirms, acknowledges and agrees that, (a) notwithstanding the effectiveness of this Amendment, the obligations of such Guarantor under the Credit Agreement, as amended hereby, or in any other Loan Documents to which it is a party are, and shall remain, in full force and effect and are hereby ratified and confirmed in all respects, except that, on and after the effectiveness of this Amendment, each reference to “this Agreement”, “hereunder”, “hereof” or words of like import shall mean and be a reference to the Credit Agreement, as amended by this Amendment, (b) the pledge and security interest in the Collateral granted by it pursuant to the Collateral Documents to which it is a party shall continue in full force and effect and (c) such pledge and security interest in the Collateral granted by it pursuant to such Collateral Documents shall continue to secure the Obligations purported to be secured thereby, as amended or otherwise affected hereby.

SECTION 7.

Joinder to Credit Agreement.  As of the Amendment Effective Date, (a) each Lender listed on Annex B hereto that executes this Amendment (each a “New Lender”) hereby agrees to be bound by the terms and conditions of the Credit Agreement, as amended hereby, (b) each New Lender shall be a party to the Credit Agreement, as amended and have the rights and obligations of a Lender Party thereunder, (c) the Commitments of each New Lender will be set forth on Schedule VI to the Credit Agreement, as amended, (d) each New Lender appoints and authorizes the Administrative Agent to take such action as agent on its behalf and to exercise such powers and discretion under the Loan Documents as are delegated to the Administrative Agent by the terms thereof (including, without limitation, the provisions of section 7.12 of the Credit Agreement appointing the Administrative Agent as fondé d e pouvoir within the meaning of Article 2692 of the Civil Code of Quebec), together with such powers and discretion as are reasonably incidental thereto and (e) each New Lender agrees that it will perform all of the obligations, in accordance with their terms, that by the terms of the Credit Agreement, as amended, are required to be performed by it as a Lender Party.  Notwithstanding anything herein to the contrary, no New Lender will constitute a Lender Party until this Amendment becomes effective in accordance with Section 2 hereof.

SECTION 8.

Governing Law.  This Amendment shall be governed by, and construed in accordance with, the laws of the State of New York.

NYDOCS02/866655.7

IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be executed by their respective officers thereunto duly authorized, as of the date first above written.

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

By:

/s/David E. Lawrence                                      
Title:  President and Chief Executive Officer

NYDOCS02/866655

Milacron - Amendment No. 1 to the DIP Credit Agreement

MILACRON PLASTICS

TECHNOLOGIES GROUP INC.

As a Guarantor and as a Debtor and Debtor in Possession

By:  /s/David E. Lawrence                                 
Title:  President

D-M-E COMPANY.

As a Guarantor and as a Debtor and Debtor in Possession

By:  /s/David E. Lawrence                                 
Title:  President

CIMCOOL INDUSTRIAL PRODUCTS INC.

As a Guarantor and as a Debtor and Debtor in Possession

By:  /s/David E. Lawrence                                 
Title:  President

MILACRON MARKETING COMPANY.

As a Guarantor and as a Debtor and Debtor in Possession

By:  /s/David E. Lawrence                                 
Title:  President

MILACRON CANADA LTD.

As a Guarantor and as a Debtor and Debtor in Possession

By:  /s/David E. Lawrence                                     
Title: Director and Authorized Person

MILACRON CAPITAL HOLDINGS B.V.

As a Guarantor and as a Debtor and Debtor in Possession

By:  /s/David E. Lawrence                                     
Title:  Power of Attorney

NYDOCS02/866655

Milacron - Amendment No. 1 to the DIP Credit Agreement

ANNEX A

Credit Agreement, as amended.

See attached.

NYDOCS02/866655

Milacron - Amendment No. 1 to the DIP Credit Agreement

  ANNEX A

EXECUTION VERSION

$80,000,000

SENIOR SECURED SUPERPRIORITY
PRIMING DEBTOR-IN-POSSESSION CREDIT AGREEMENT

Dated as of March 11, 2009

as amended April 29, 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

NYDOCS02/866836.12

Milacron – DIP Credit Agreement

TABLE OF CONTENTS

Page

ARTICLE I

DEFINITIONS AND ACCOUNTING TERMS

Section 1.01

Certain Defined Terms

2

Section 1.02

Computation of Time Periods

27

Section 1.03

Accounting Terms

27

Section 1.04

DIP Term Notes

27

ARTICLE II

AMOUNTS OF THE ADVANCES

Section 2.01

The Advances

27

Section 2.02

Making the Advances

29

Section 2.03

[INTENTIONALLY OMITTED]

30

Section 2.04

Repayment of Advances

30

Section 2.05

Termination or Reduction of Commitments

30

Section 2.06

Prepayments

30

Section 2.07

Interest

31

Section 2.08

Fees

31

Section 2.09

Conversion of Advances

32

Section 2.10

Increased Costs, Etc

32

Section 2.11

Payments and Computations

33

Section 2.12

Taxes

35

Section 2.13

Sharing of Payments, Etc

37

Section 2.14

Use of Proceeds

37

Section 2.15

Defaulting Lenders

38

Section 2.16

Evidence of Debt

40

Section 2.17

Priority and Liens

40

Section 2.18

Payment of Obligations

40

Section 2.19

No Discharge:  Survival of Claims

40

Section 2.20

Replacement of Certain Lenders

41

Section 2.21

Waiver of Priming Rights

42

Section 2.22

Release

42

ARTICLE III

CONDITIONS TO EFFECTIVENESS

Section 3.01

Conditions Precedent to Effectiveness

42

Section 3.02

Conditions Precedent to Each Borrowing

45

Section 3.03

Conditions Precedent to the availability of Final Order Commitment Amount

46

Section 3.04

Determinations Under Sections 3.01 and 3.03

47

NYDOCS02/866836.12

ARTICLE IV

REPRESENTATIONS AND WARRANTIES

Section 4.01

Representations and Warranties of the Loan Parties

47

ARTICLE V

COVENANTS OF THE LOAN PARTIES

Section 5.01

Affirmative Covenants

50

Section 5.02

Negative Covenants

55

Section 5.03

Reporting Requirements

60

Section 5.04

Total Disbursements Covenant

63

ARTICLE VI

EVENTS OF DEFAULT

Section 6.01

Events of Default

63

ARTICLE VII

THE AGENTS

Section 7.01

Appointment and Authorization of the Administrative Agent

68

Section 7.02

Delegation of Duties

68

Section 7.03

Liability of Agent

68

Section 7.04

Reliance by Agent

68

Section 7.05

Notice of Default

69

Section 7.06

Credit Decision; Disclosure of Information by Agent

69

Section 7.07

Indemnification of Agent

69

Section 7.08

Agent in Its Individual Capacity

70

Section 7.09

Successor Agent

70

Section 7.10

Proofs of Claim

71

Section 7.11

Collateral and Guaranty Matters

71

Section 7.12

Quebec Security

72

ARTICLE VIII

SUBSIDIARY GUARANTY

Section 8.01

Subsidiary Guaranty

72

Section 8.02

Guaranty Absolute

73

Section 8.03

Waivers and Acknowledgments

74

Section 8.04

Subrogation

74

Section 8.05

Additional Guarantors

75

Section 8.06

Continuing Guarantee; Assignments

75

Section 8.07

No Reliance

75

Section 8.08

Indemnification

75

Section 8.09

Parallel Debt Obligations

76

NYDOCS02/866836.12

ARTICLE IX

SECURITY

Section 9.01

Grant of Security

76

Section 9.02

Further Assurances

80

Section 9.03

Rights of Lender; Limitations on Lenders’ Obligations

81

Section 9.04

Covenants of the Loan Parties with Respect to Collateral

82

Section 9.05

Performance by Agent of the Loan Parties’ Obligations

84

Section 9.06

The Administrative Agent’s Duties

85

Section 9.07

Remedies

86

Section 9.08

Modifications

87

Section 9.09

Release; Termination

88

Section 9.10

Non-U.S. Loan Party

89

ARTICLE X

MISCELLANEOUS

Section 10.01

Amendments, Etc

89

Section 10.02

Notices, Etc

90

Section 10.03

No Waiver; Remedies

91

Section 10.04

Costs, Fees and Expenses

91

Section 10.05

Right of Set-off

93

Section 10.06

Binding Effect

93

Section 10.07

Successors and Assigns

93

Section 10.08

Execution in Counterparts

96

Section 10.09

Confidentiality; Press Releases and Related Matters

97

Section 10.10

Patriot Act Notice

97

Section 10.11

Jurisdiction, Etc

97

Section 10.12

Governing Law

98

Section 10.13

Waiver of Jury Trial

98

Section 10.14

DIP Intercreditor Agreement

98

NYDOCS02/866836.12

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 VI

-

Post U.S. Final DIP Order - Commitment and Applicable Lending

Offices

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-1

Form of Notice of Borrowing

Exhibit B-2

-

Form of Amended 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

Exhibit K

      -

      DIP Term Note Purchase Agreement

NYDOCS02/866836.12

SENIOR SECURED SUPERPRIORITY PRIMING
DEBTOR-IN-POSSESSION CREDIT AGREEMENT

SENIOR SECURED SUPERPRIORITY DEBTOR-IN-POSSESSION CREDIT AGREEMENT (this “Agreement”; as amended by Amendment No. 1 and as may otherwise be amended, amended and restated or otherwise modified from time to time) 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 “Canadian Guarantor”), Milacron Capital Holdings BV (the “Dutch Guaranto r” 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 “Administrative Agent”) for the Lenders and the other Secured Parties (each as hereinafter defined), AVENUE INVESTMENTS, L.P. (“Avenue”), the Affiliates of DDJ listed on the signature pages hereto (collectively, the “DDJ Funds” and, together with Avenue the “Initial 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 “Lenders”).

PRELIMINARY STATEMENTS

1.

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.

2.

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”).

3.

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 in an aggregate principal amount not to exceed $80,000,000 comprised of $78,241,000 (the “DIP Term Loan Facility”) to be available in the form of debtor-in-possession term loans (the “DIP Term Loans”) and $1,759,000 (the “DIP Term Notes Facility”) to be available in the form of debtor-in-possession term notes (the “DIP Term Notes”).

4.

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.

NYDOCS02/866836.12

Milacron – DIP Credit Agreement

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

ARTICLE I

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

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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 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 suc h 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%.

“Amendment No. 1” means Amendment No. 1 to this Agreement dated as of April 29, 2009 by and among the Administrative Agent, the Initial Lenders, the Loan Parties and the other parties thereto.

“Amendment No. 1 Effective Date” means the date on which each of the conditions to effectiveness set forth in Section 2 of Amendment No. 1 are satisfied.

“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.

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“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).

“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 DIP Term Loan Commitments 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

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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.

“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.

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“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 (but excluding any transaction, restructuring, completion, success or similar fees (the “Professional Fees”)) and the amount of Administration Charge, solely to the extent such Professional Fees (and in the case of the Administration Charge, the fees and expenses claimed thereon) are allowed by the applicable Bankruptcy Court and are consistent with the Thirteen Week Forecast, provided that such Professional Fees were incurred prior to the delivery of a notice of Event of Default pursuant to Section 5.03(a) (the “Carve-Out Notice”) and the applicable professional has been timely preparing and submitting monthly fee statements in accordance with terms of the Interim Compensation Order (to the extent applica ble), (b) the reasonable fees and expenses of the Indenture Trustee pursuant to the terms of the Final DIP Order (the “Indenture Trustee Fees”), (c) Professional Fees incurred after the delivery of a Carve-Out Notice and the Indenture Trustee Fees 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 trustee or receiver in the CCAA Case and (d) fees and expenses incurred by a trustee appointed upon the conversion of any of the Cases to a case under Chapter 7 of the U.S. Bankruptcy Code in an aggregate amount not to exceed $150,000, (e) 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 i n 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.

“Carve-Out Notice” has the meaning set forth in the definition of “Carve-Out”.

“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.

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“Catch-Up” means, with respect to a Catch-Up Lender, when such Catch-Up Lender has made one or more Advances, including any deemed Roll-Up Advances, equal to the product of (x) its Commitment Percentage multiplied by (y) all Advances, Roll-Up Advances, DIP Term Notes and Roll-Up DIP Term Notes (as defined in the DIP Term Note Purchase Agreement) made or issued since the Effective Date.

“Catch-Up Lenders” means each Lender, other than the Initial Lenders, until the occurrence of the Catch-Up.

“Catch-Up Percentage” means with respect to each Lender the percentage set forth under the heading “Catch-Up Percentage” set forth on Schedule VI hereto corresponding to such Lender.

“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 a t 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 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, the Dutch Pledge Agreement 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, a DIP Term Loan Commitment and/or DIP Term Note Commitment, as the context may require.  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.

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“Commitment Percentage” means with respect to each Lender the percentage set forth under the heading “Commitment Percentage” set forth on Schedule VI hereto corresponding to such Lender.

“Commitment Schedule” means (a) on any date prior to the Amendment No. 1 Effective Date, Schedule I hereto and (b) on, and following, the Amendment No. 1 Effective Date, Schedule VI hereto.

“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 and DIP Term Noteholders under the Loan Documents and/or (b) the secured obligations owing to the Lenders and DIP Term Noteholders 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.

“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, l etter 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

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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 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.

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“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 Dutch Intercreditor Agreement” means the Intercreditor Agreement by and among the Administrative Agent, the DIP ABL Agent and the Indenture Trustee to be entered into in connection with the transactions contemplated under the Dutch Pledge Agreement.

“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, as may be amended, supplemented or otherwise modified from time to time.

“DIP Participation Period” means the period commencing on the date the U.S. Interim DIP Order is entered and ending on the Amendment No. 1 Effective Date.

“DIP Term Loan Commitment” means with respect to any Lender at any time, the amount set forth opposite such Lender’s name on the applicable Commitment Schedule hereto under the caption “DIP Term Loan Commitment” or, if such Lender has entered into one or more Assignments and Acceptances, set forth for such Lender in the Register maintained by the Administrative Agent pursuant to Section 10.07(d) as such Lender’s “DIP Term Loan Commitment”, such amount may be reduced at or prior to such time pursuant to Section 2.05.

“DIP Term Loans” has the meaning set forth in the Preliminary Statements.

“DIP Term Note Commitment” means with respect to any DIP Term Noteholder at any time, the amount set forth opposite such DIP Term Noteholder’s name on the applicable Commitment Schedule hereto under the caption “DIP Term Note Commitment”, as such amount may be reduced at or prior to such time pursuant to the DIP Term Note Purchase Agreement.

“DIP Term Note Purchase Agreement” means the Senior Secured Superpriority Priming Debtor-in-Possession Term Note Purchase Agreement dated as of April 29, 2009 attached as Exhibit K hereto, by and among Milacron Inc., as Issuer, the other Loan Parties named therein, the DIP Term Noteholders from time to time party thereto, DDJ Capital Management, LLC as agent thereunder, as may be amended, supplemented or otherwise modified from time to time.

“DIP Term Noteholder” means each holder of DIP Term Notes.

“DIP Term Notes” has the meaning set forth in the Preliminary Statements.

“Domestic Lending Office” means, with respect to any Lender, the office of such Lender specified as its “Domestic Lending Office” opposite its name on the applicable Commitment Schedule 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.

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“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 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.

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“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 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 the applicable Commitment Schedule 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 Reut ers 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

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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 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” means the DIP Term Loan Facility and/or the DIP Term Note Facility, as the context may require.

“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.

“Final DIP Term Notes Catch-Up Amount” is defined in Section 10.07(m).

“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

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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.

“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

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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, 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.

“Indenture Trustee Fees” has the meaning set forth in the definition of “Carve-Out”.

“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.

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

“Interim Compensation Order” means that certain Administrative Order Establishing Procedures for Interim Compensation and Reimbursement of Expenses of Professionals, entered by the U.S. Bankruptcy Court on March 12, 2009.

“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

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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 DIP Term Note Purchase Agreement (and any DIP Term Notes issued thereunder), (iv) the Collateral Documents, (v) the DIP Intercreditor Agreement, (vi) the DIP Dutch Intercreditor Agreement and (vii) any other document, agreement or 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 (a) the commencement of the Cases, or (b) the occurrence of an event of default under that certain Asset Bas ed Finance Agreement, dated March 12, 2008, with Lloyd’s TSB Bank, PLC, or any

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documents ancillary thereto, 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 t ransactions 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.

“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

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(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.

“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)&n bsp;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).

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“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 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;

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(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;

(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.

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“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 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 DIP Term Loan Commitment (or, if the DIP Term Loan Commitments shall have been terminated pursuant to Section 2.05 or 6.01, such Lender’s DIP Term Loan Commitment as in effect immediately prior to such termination) under the DIP Term Loan Facility at such time and the denominator of which is the amount of the DIP Term Loan Facility at such time (or, if the DIP Term Loan Commitments shall have been terminated pursuant to Section 2.05 or 6.01, the amount of the DIP Term Loan Facility as in effect immediately prior to such termination).  

“Professional Fees” has the meaning set forth in the definition of “Carve-Out”.

“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.

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“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).

“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 and DIP Term Noteholders holding Commitments representing not less than 65% of the aggregate amount of the total Commitments; provided that so long as (a) Avenue holds no less than 56% of the total Commitments and 53% of the then outstanding Senior Secured Notes and (b) the DDJ Funds collectively hold no less than 15% of the total Commitments and 14% 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.

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“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, the Lenders and each DIP Term Noteholder.

“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.

“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).

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“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 s hall 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 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).

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“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 Loan Documents, 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 DIP Term Loan 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” is defined in the recitals of parties.

“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, inc ur (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

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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”).

Section 1.04

DIP Term Notes.  With respect to Article IV, Article V and Article VI of this Agreement, all references to Advances shall be interpreted to include any amounts outstanding under the DIP Term Note Purchase Agreement and such provisions shall be deemed to apply equally to the DIP Term Note Purchase Agreement, and the DIP Term Notes issued thereunder, taking into account such modifications as are necessary to reflect the terms therein.

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 in the form of a DIP Term Loan to the Borrower (each 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

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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), in each case the amount of such Borrowing shall be determined by adding (A) the amount of DIP Term Notes to be issued by the Borrower and purchased by the DIP Term Noteholders in accordance with the DIP Term Note Purchase Agreement in accordance with Section 2.01(b)(iii) below, and (B) the Advances to be made hereunder, made simultaneously by the Lenders (or purchased by the DIP Term Noteholders, as applicable) under the Facility (including any portion of a Borrowing remaining after (x) funding by a Catch-Up Lender in accordance with the following proviso or (y) a purchase of DIP Term Notes by a DIP Term Noteholder in accordance with the DIP Term Note Purchase Agreement); provided that with respect to each Borrowing (and purchase of DIP Term Notes), or a portion thereof, on or after the Amendment No. 1 Effective Date each Advance made (or DIP Term Note purchased) in connection therewith shall be made ratably by the Catch-Up Lenders (and purchased by the DIP Term Noteholders) until the consummation of the Catch-Up, in each case based on such Catch-Up Lender’s (or DIP Term Noteholder’s) Catch-Up Percentage; provided further that no more than one Borrowing may occur in any week and no more than ten Borrowings may occur during the term of this Agreement.

(iii)

Concurrently with each Borrowing referred to in the foregoing clause (ii), the Borrower will issue DIP Term Notes to the DIP Term Noteholders in accordance with the DIP Term Note Purchase Agreement, the Notice of Borrowing and the Notice of Issuance (as defined in the DIP Term Note Purchase Agreement) delivered by the Administrative Agent to the DIP Term Noteholders.  

For the avoidance of doubt, the aggregate principal amount of each Borrowing referred to in this clause (b), (x) shall be made exclusive of the amount of the Roll-Up Reserve and (y) will be inclusive of any DIP Term Notes issued under the DIP Term Note Purchase Agreement.

(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 making such Roll-Up Advance 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 making such Roll-Up Advance (each such purchase being, a “Roll-Up”); pr ovided 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 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).  With respect to each Roll-Up Advance referred to herein, an Initial Lender may designate one of its Affiliates to make such Roll-Up Advance on its behalf (such Affiliate being, a “Roll-Up Lender”) and such Roll-Up Lender

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shall constitute a Lender for all purposes under this Agreement other than with respect any consent or voting rights referred to in Section 10.01 (in which case such Roll-Up Advance shall be deemed to be part of the Commitments of the Initial Lender making such designation).

For the avoidance of doubt, (x) each Roll-Up Advance shall constitute an Advance for all purposes under the Loan Documents and (y) Roll-Up DIP Term Notes (as defined in the DIP Term Note Purchase Agreement) shall be issued by the Borrower to the DIP Term Noteholders in accordance with Section 2.03 of the DIP Term Note Purchase Agreement

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 and DIP Term Noteholder prompt notice thereof by telex or telecopier.  Each such notice of a Borrowing shall be by telephone, confirmed immediately in writing, or telex or telecopier, in substantially the form of (A) prior to the Amendment No. 1 Effective Date, Exhibit B-1 hereto and (B) on or after the Amendment No. 1 Effective Date, Exhibit B-2 hereto (each such notice, a “Notice of Borrowing”), specifying therein the requested (i) date of such Borrowing (along with the corresponding issuance of DIP Term Notes in connection therewith), (ii) the Type of Advances comprising such Borrowing (and the type of DIP Term Notes to be issued in connection therewith) and (iii) the aggregate amount of such Borrowing (such amount to be determined by adding the amount of DIP Term Notes to be issued by the Borrower and purchased by the DIP Term Noteholders in accordance with the DIP Term Note Purchase Agreement with the amount of Advances to be made hereunder).  Each Lender or Catch-Up Lender, as applicable 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 or Catch-Up Lender’s, as applicable, ratable portion of such Borrowing in accordance with the respective Commitments of such Lender or Catch-Up Lender, as applicable.  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

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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 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, along with a corresponding reduction in the DIP Term Note Commitments of a DIP Term Noteholder in accordance with the DIP Term Note Purchase Agreement.

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

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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.

Notwithstanding anything to the contrary set forth in this Agreement, concurrently with each repayment, prepayment, payment or commitment reduction referred to in Sections 2.04, 2.05 and 2.06, a corresponding payment, prepayment, repurchase or reduction of DIP Term Notes shall be made by the Borrower in accordance with the applicable section of the DIP Term Note Purchase Agreement.

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

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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.  Concurrently with the payment of the un-used line fee referred to herein, the Borrower shall pay to the DIP Term Noteholders an un-used line fee in accordance with Section 2.07 of the DIP Term Note Purchase Agreement.

(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 permitted under Section 2.02(c) and each Conversion of Advances c omprising 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 Borrowe r 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

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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 Eurodolla r 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 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 su ch 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

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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 ac count 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.

(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

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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 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 t hat such payment is

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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 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 less er 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-8EC I 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 su ch 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

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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 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 rec overed 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.  Each payment referred to herein shall be shared ratably among the Lenders and the DIP Term Noteholders.  For the avoidance of doubt, this Section 2.13 shall not apply to the remittance to the Initial Lenders pursuant to Section 10.07(m) of any proceeds received by the Borrower in accordance with an issuance of DIP Term Notes pursuant to Section 11.07(b) of the DIP Term Note Purchase Agreement.

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

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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 satisf actory 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 to make any such Defaulted Advance on or prior to such date, the amount so set off and o therwise 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 amo unt 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 Agen t 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

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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 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 a nd 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 Admini strative 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

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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 man ifest 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.

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&nbs p;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 Inden ture).

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

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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 DI P 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 (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 a ccordance 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 repl aced 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 55% of the aggregate

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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 whatsoever that can be asserted to reduce or eliminate all of any part of the Loan Parties’ liability to repay Administrative Agent or any Lender as provided in this Agreement or to seek affirmative relief or damages of any kind or nature from Administrative Agent or any Lender.  The Loan Parties, in their own right, on behalf of each of their bankruptcy estates and on behalf of all their successors, assigns, Subsidiaries, Guarantors and any Affiliates and any Person acting for and on behalf of, or claiming through them, (collectively, the “Releasing Parties”), hereby fully, finally and forever release and discharge the Administrative Agent and the Lenders and all of the Administrative Agent’s, and the Lenders’ past and present officers, directors, agents, attorneys, assigns, heirs, parents, subsidiaries, and each person acting for or on behalf of any of them (collectively, the “Released Parties”) of and from any and all past and present actions, causes of action, demands, suits, claims, liabilities, Liens, lawsuits, adverse consequences, amounts paid in settlement, costs, damages, debts, deficiencies, diminution in value, disbursements, expenses, losses and other obligations of any kind or nature whatsoever, whether in law, equity or otherwise (including, without limitation, those arising under Sections 541 through 550 of the U.S. Bankruptcy Code and interest or other carrying costs, penalties, legal, accounting and other professional fees and expenses, and incidental, cons equential and punitive damages payable to third parties), whether known or unknown, fixed or contingent, direct, indirect, or derivative, asserted or unasserted, foreseen or unforeseen, suspected or unsuspected, now existing, heretofore existing or which may heretofore accrue against any of the Released Parties, whether held in a personal or representative capacity, and which are based on any act, fact, event or omission or other matter, cause or thing occurring at or from any time prior to and including the date hereof in any way, directly or indirectly arising out of, connected with or relating to this Agreement, the DIP Financing Order and the transactions contemplated hereby, and all other agreements, certificates, instruments and other documents and statements (whether written or oral) related to any of the foregoing; provided that nothing herein shall be deemed to be a release of any Secured Party from its obligations under the Loan Documents, provided further, that nothing contained herein shall be de emed to limit or modify the rights granted to third parties under the DIP Financing Order.

ARTICLE III

CONDITIONS TO EFFECTIVENESS

Section 3.01

Conditions Precedent to Effectiveness.  The effectiveness of this agreement and the obligation of the Lenders to make the Initial Borrowing hereunder are subject to the satisfaction of the following conditions precedent:

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(a)

The Administrative Agent shall have received on or before the Effective Date the following, each dated such day (unless otherwise specified), in form and substance reasonably satisfactory to the Initial Lenders (unless otherwise specified) and (except for the Notes) in sufficient copies for each Initial Lender:

(i)

Executed counterparts or, where applicable, certified copies of this Agreement, the Canadian Security Agreement, the Quebec Security Documents, the DIP Intercreditor Agreement and the Restructuring Support Agreement.

(ii)

The Notes payable to the order of the Lenders to the extent requested in accordance with Section 2.16.

(iii)

Certified copies of the resolutions of the Boards of Directors of each of the Borrower and each Guarantor approving the execution and delivery of this Agreement and the other Loan Documents, and of all documents evidencing other necessary constitutive action and, if any, governmental and other third party approvals and consents, if any, with respect to this Agreement and each other Loan Document other than any approval required and granted pursuant to the U.S. Interim DIP Order.

(iv)

For each Loan Party, (A) a copy of the charter or other constitutive document of such Loan Party and each amendment thereto, certified as of a date on or about the Petition Date by the Secretary of State (or similar official) of the jurisdiction of its incorporation or organization, as the case may be, thereof as being a true and correct copy thereof and (B) except as set forth on Schedule 5.01(n)(iii), a good standing certificate in the state of incorporation or formation for the applicable Loan Party and certificates of qualification to conduct business in any jurisdiction within which such Loan Party conducts business as of the Effective Date.

(v)

A certificate of each of the Borrower and each Guarantor signed on behalf of the Borrower and such Guarantor, respectively, by its President or a Vice President and its Secretary or any Assistant Secretary, dated the Effective Date (the statements made in which certificate shall be true on and as of the Effective Date), certifying as to (A) the accuracy and completeness of the charter of the Borrower or such Guarantor and the absence of any changes thereto; (B) the accuracy and completeness of the bylaws of the Borrower or such Guarantor as in effect on the date on which the resolutions of the board of directors (or persons performing similar functions) of such Person referred to in Section 3.01(a)(iii) were adopted and the absence of any changes thereto (a copy of which shall be attached to such certificate); (C) the absence of any proceeding known to be pend ing for the dissolution, liquidation or other termination of the existence of the Borrower or any Guarantor; (D) the accuracy in all material respects of the representations and warranties made by the Borrower or such Guarantor in the Loan Documents to which it is or is to be a party as though made on and as of the Effective Date, before and after giving effect to all of the Borrowings to be made on such date and to the application of proceeds, if any, therefrom; and (E) the absence of any event occurring and continuing, or resulting from any of the Borrowings to be made on the Effective Date or the application of proceeds, if any, therefrom, that would constitute a Default.

(vi)

A certificate of the Secretary or an Assistant Secretary of the Borrower and each Guarantor certifying the names and true signatures of the officers of the

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Borrower and such Guarantor, respectively, authorized to sign this Agreement and the other documents to be delivered hereunder.

(vii)

The following:  (A) except to the extent set forth on Schedule 5.01(n)(iii), such certificates representing the Initial Pledged Equity of domestic entities referred to on Schedule IV hereto, accompanied by undated stock powers, duly executed in blank, and such instruments evidencing the Initial Pledged Debt referred to on Schedule V hereto, duly indorsed in blank, as the Loan Parties may be able to deliver using their reasonable best efforts and (B) proper financing statements (Form UCC-1 or a comparable form) under the UCC or the PPSA of all jurisdictions that the Initial Lenders may deem necessary or desirable in order to perfect and protect the liens and security interest created or purported to be created under Article IX hereof, covering the Collateral described in Article IX hereof, in each case completed in a manner reasonably satisfactor y to the Lenders.

(viii)

The Borrower shall have delivered to the Initial Lenders the Interim DIP Budget reasonably satisfactory in form and substance to the Initial Lenders.

(ix)

A Notice of Borrowing for any Borrowing to be made on the Effective Date.

(x)

A favorable opinion of:

(A)

Dinsmore & Shohl LLP, as counsel to the Loan Parties, in substantially the form of Exhibit D-1 hereto, and

(B)

Hugh O’Donnell, General Counsel to the Borrower, in substantially the form of Exhibit D-2 hereto.

(b)

Petition Date.  The U.S. Cases shall have commenced.

(c)

U.S. Interim DIP Order.  No later than 3 days after the Petition Date, the U.S. Bankruptcy Court shall have entered the U.S. Interim DIP Order, approving the transactions contemplated by the Loan Documents (including each Roll-Up Advance to occur in connection with each Borrowing), granting the Superpriority Claim status and the Liens described in Section 2.17 and approving the Facility in an amount not greater than the Interim DIP Order Commitment Amount, and such order shall not have been reversed, modified, amended, stayed, varied or set aside (other than to take into account any grammatical or typographical errors).

(d)

First Day Orders.  No less than 2 days prior to the Petition Date, the Debtors shall have delivered to the Initial Lenders draft First Day Orders, which shall be in form and substance satisfactory to the Initial Lenders.

(e)

Payment of Fees.  The Borrower shall have paid all accrued fees and expenses of the Administrative Agent, the Initial Lenders, their counsel and their various advisors incurred in connection with this Agreement and the transactions contemplated herein as set forth in the Commitment Letter (it being understood that in the case of the Initial Borrowing, such Initial Borrowing shall be made net of any fees referred to in this clause (e)).

(f)

Financial Information.  Each of the Initial Lenders shall have received financial and other information reasonably requested by it and consistent with that provided to the DIP

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ABL Agent under the GECC DIP Facility and including, without limitation, information in respect of the asset based revolving credit facility with Lloyds TSB Group plc, as in effect on the Effective Date (the “Lloyds Facility”).

(g)

Compliance with Laws and Approvals.  Each of the Borrower and the Guarantors, and the transactions contemplated by the Loan Documents shall be in compliance, in all material respects, with all applicable U.S., foreign, federal, state and local laws and regulations and subject to the entry of the U.S. Interim DIP Order, all necessary governmental and third party consents and approvals necessary in connection with the transactions referred to herein shall have been obtained and be effective and all applicable waiting periods shall have expired without any adverse action being taken by any competent authority, other than those which the failure to obtain, individually or in the aggregate, could not reasonably be expected to have a Material Adverse Effect or to result in criminal or civil sanctions against any party thereto, any affiliate of any such party or any director or employee of any of the foregoing.

(h)

No Default.  Other than with respect to the commencement of the Cases and matters incidental thereto, on the Effective Date (i) no Default or Events of Default shall have occurred or be continuing and (ii) no default or event of default under the GECC DIP Facility shall have occurred and be continuing.

(i)

[Reserved].

(j)

Material Adverse Effect.  Other than with respect to the commencement of the Cases, since January 31, 2009 no event that would result in a Material Adverse Effect shall have occurred.

(k)

No New Information.  The Initial Lenders have not become aware of any materially adverse information or other materially adverse matters affecting the Debtors (other than the commencement of the Cases) that is materially inconsistent with any information or other matters disclosed to the Initial Lenders on or prior to the Effective Date.

(l)

No PBGC Liens.  No Liens shall exist on the Collateral in favor of the PBGC.  

(m)

Availability under GECC DIP Facility.  Evidence reasonably satisfactory to the Initial Lenders that after giving effect to the paydown of the obligations in respect of the GECC DIP Facility with the net proceeds from the Initial Borrowing, the Borrower (and the other borrowers under the GECC DIP Credit Agreement) shall be permitted to obtain borrowings under the GECC DIP Facility at such time.

Section 3.02

Conditions Precedent to Each Borrowing.  The obligation of each Lender to make an Advance on the occasion of each Borrowing shall be subject to the further conditions precedent that on the date of such Borrowing, issuance or renewal:

(a)

the following statements shall be true (and each of the giving of the applicable Notice of Borrowing and the acceptance by the Borrower of the proceeds of such Borrowing shall constitute a representation and warranty by the Borrower that both on the date of such notice and on the date of such Borrowing, issuance or renewal such statements are true):

(i)

the representations and warranties contained in each Loan Document, are correct in all material respects on and as of such date, before and after giving effect to such Borrowing, issuance or renewal and to the application of the proceeds therefrom, as though made on and as of such date, other

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than any such representations or warranties that, by their terms, refer to a specific date other than the date of such Borrowing, issuance or renewal, in which case as of such specific date;

(ii)

other than with respect to the commencement of the Cases, no event has occurred and is continuing, or would result from such Borrowing, issuance or renewal or from the application of the proceeds, if any, therefrom, that constitutes a Default;

(iii)

the appropriate DIP Financing Order is in full force and effect and has not been vacated, reversed, modified amended, stayed, varied or set aside in any respect without the prior written consent of the Required Lenders (other than to take into account grammatical or typographical errors); and

(iv)

the making of such Advances shall not violate any requirement of applicable law and shall not be enjoined, temporarily, preliminarily or permanently.

(b)

the Administrative Agent shall have received a Notice of Borrowing pursuant to Section 2.02;

(c)

the Administrative Agent shall have received a certificate signed by a Responsible Officer of the Borrower certifying that:

(i)

other than in the case of the Initial Borrowing, after giving effect to such Borrowing the aggregate amount of Advances outstanding on such date does not exceed (a) prior to the entry of the U.S. Final DIP Order, the Interim DIP Order Commitment Amount and (b) after entry of the U.S. Final DIP Order, the total amount of the Commitment; and

(ii)

since the date of the last Borrowing, there have been no changes to the calculation of Reserves (as defined in the GECC DIP Credit Agreement) against Borrowing Availability (as defined in the DIP ABL Credit Agreement), or referenced in Section 1.1 of the GECC DIP Credit Agreement, that would have the effect of making less credit available to the Borrower (or any other borrower thereunder) under the GECC DIP Credit Agreement, except in accordance with DIP Intercreditor Agreement.

Section 3.03

Conditions Precedent to the availability of Final Order Commitment Amount.  The obligation of each Lender to make Advances in excess of the Interim DIP Order Commitment Amount up to an amount not to exceed the total amount of the Commitment are subject to the satisfaction of the following conditions precedent:

(a)

The U.S. Final DIP Order shall have been entered by the U.S. Bankruptcy Court and the Canadian Bankruptcy Court shall have entered the Canadian Second DIP Recognition Order, and such order shall not have been reversed, modified, amended, stayed, varied or set aside (other than to take into account any grammatical or typographical errors).

(b)

The Borrower shall have furnished to the Administrative Agent the Final DIP Budget, which shall be in form and substance reasonably satisfactory to the Administrative Agent and the Required Lenders.

(c)

The Borrower shall have paid to the Administrative Agent any unpaid balance of all accrued and unpaid fees of the Administrative Agent, and the reasonable fees and out-of-pocket expenses of counsel and other advisors to the Administrative Agent as to which invoices have been issued.

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(d)

The conditions set forth in Sections 3.01 and 3.02 shall have been satisfied.

Section 3.04

Determinations Under Sections 3.01 and 3.03.  For purposes of determining compliance with the conditions specified in Sections 3.01 and 3.03, each Lender shall be deemed to have consented to, approved or accepted or to be satisfied with each document or other matter required thereunder to be consented to or approved by or acceptable or satisfactory to the Lenders unless an officer of the Administrative Agent responsible for the transactions contemplated by the Loan Documents shall have received notice from such Lender prior to the Effective Date specifying its objection thereto, and if a Borrowing occurs on the Effective Date, such Lender shall not have made available to the Administrative Agent such Lender’s ratable portion of such Borrowing.

ARTICLE IV

REPRESENTATIONS AND WARRANTIES

Section 4.01

Representations and Warranties of the Loan Parties.  Each Loan Party represents and warrants as follows:

(a)

Each of the Borrower and its Subsidiaries (i) is a corporation, partnership, limited liability company or other organization duly organized, validly existing and in good standing (or to the extent such concept is applicable to a non-U.S. entity, the functional equivalent thereof) under the laws of the jurisdiction of its incorporation or formation except where the failure to be in good standing (or the functional equivalent), individually or in the aggregate, would not have a Material Adverse Effect, (ii) is duly qualified as a foreign corporation (or other entity) and in good standing (or the functional equivalent thereof, if applicable) in each other jurisdiction in which it owns or leases property or in which the conduct of its business requires it to so qualify or be licensed, except where the failure to so qualify or be licensed and in good standing (or the functio nal equivalent thereof, if applicable), individually or in the aggregate, would not reasonably be expected to result in a Material Adverse Effect, and (iii) subject to the entry of the Interim DIP Order, has all requisite power and authority (including, without limitation, all governmental licenses, permits and other approvals) to own or lease and operate its properties and to carry on its business as now conducted and as proposed to be conducted, except where the failure to have such power or authority, individually or in the aggregate, would not reasonably be expected to result in a Material Adverse Effect.  As of the Effective Date, all of the outstanding capital stock of each Loan Party (other than the Borrower) has been validly issued, is fully paid and non-assessable and is owned by the Persons listed on Schedule 4.01 hereto in the percentages specified on Schedule 4.01 hereto free and clear of all Liens, except those created under the Collateral Documents or otherwise permitted und er Section 5.02(a) hereof.

(b)

Set forth on Schedule 4.01 hereto is a complete and accurate list of all Subsidiaries of the Borrower, showing as of the Effective Date (as to each such Subsidiary) the jurisdiction of its incorporation or organization, as the case may be, and the percentage of the Equity Interests owned (directly or indirectly) by the Borrower or its Subsidiaries.

(c)

The execution, delivery and performance by each Loan Party of this Agreement, the Notes and each other Loan Document to which it is or is to be a party, and the consummation of each aspect of the transactions contemplated hereby, are within such Loan Party’s constitutive powers, have been duly authorized by all necessary constitutive action, and do not (i) contravene such Loan Party’s constitutive documents, (ii) subject to the entry of the applicable DIP Financing Order, violate any applicable law (including, without limitation, the Securities Exchange Act of 1934), rule, regulation (including, without limitation, Regulation X of the Board

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of Governors of the Federal Reserve System), order, writ, judgment, injunction, decree, determination or award, (iii) except as set forth on Schedule 4.01(c), conflict with or result in the breach of, or constitute a default under, any contract, loan agreement, indenture, mortgage, deed of trust, lease or other instrument binding on or affecting any Loan Party, or any of their properties entered into by such Loan Party after the Petition Date except, in each case, other than any conflict, breach or violation which, individually or in the aggregate would not reasonably be expected to have a Material Adverse Effect or (iv) except for the Liens created under the Loan Documents and the DIP Financing Order, result in or require the creation or imposition of any Lien upon or with respect to any of the properties of any Loan Party or any of its Subsidiaries.

(d)

Except for the entry of the DIP Financing Order, filings or recordings already made or to be made pursuant to any federal law, rule or regulation or filings or recordings to be made in any jurisdiction outside of the United States, no authorization, approval or other action by, and no notice to or filing with, any governmental authority or regulatory body or any other third party is required for (i) the due execution, delivery, recordation, filing or performance by any Loan Party of this Agreement, the Notes or any other Loan Document to which it is or is to be a party, or for the consummation of each aspect of the transactions contemplated hereby, (ii) the grant by any Loan Party of the Liens granted by it pursuant to the Collateral Documents, (iii) the perfection or maintenance of the Liens created under the Collateral Documents (including the requisite priority set forth in the DIP Financing Order) or (iv) subject to the DIP Financing Order, the exercise by the Administrative Agent or any Lender of its rights under the Loan Documents or the remedies in respect of the Collateral pursuant to the Collateral Documents.

(e)

This Agreement has been, and each of the Notes, if any, and each other Loan Document when delivered hereunder will have been, duly executed and delivered by each Loan Party thereto.  This Agreement is, and each of the Notes and each other Loan Document when delivered hereunder will be, subject to the entry of the Interim DIP Order, the legal, valid and binding obligation of each Loan Party thereto, enforceable against such Loan Party in accordance with its terms.

(f)

The applicable DIP Budget and all projected Consolidated balance sheets, income statements and cash flow statements of the Borrower and its Subsidiaries delivered to the Lenders pursuant to Section 5.03(f) were prepared and will be prepared, as applicable, in good faith on the basis of the assumptions stated therein, which assumptions were fair and will be fair in the light of conditions existing at the time of delivery of such DIP Budget or projections, as the case may be, and represented and will represent, at the time of delivery, the Borrower’s best estimate of its future financial performance.

(g)

No written information, exhibits and reports furnished by or on behalf of any Loan Party to the Administrative Agent or any Lender on or after January 31, 2009 in connection with any Loan Document (other than to the extent that any such information, exhibits and reports constitute projections described in Section 4.01(f) above and any historical financial information delivered prior to the restatement thereof by the Borrower and its auditors) taken as a whole and in light of the circumstances in which made, contained any untrue statement of a material fact or omitted to state a material fact necessary to make the statements made therein, in light of the circumstances in which any such statements were made, not misleading.

(h)

Except as set forth on Schedule 4.01(h) or as disclosed in any SEC filings, there is no action, suit, or proceeding affecting the Borrower or any of its Subsidiaries pending or, to the best knowledge of the Loan Parties, threatened before any court, governmental agency or arbitrator that (i) is reasonably expected to be determined adversely to the Loan Party and, if so

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adversely determined, would reasonably be expected to have a Material Adverse Effect or (ii) purports to affect the legality, validity or enforceability of this Agreement, any Note or any other Loan Document.

(i)

The Borrower is not engaged in the business of extending credit for the purpose of purchasing or carrying Margin Stock, and no proceeds of any Advance will be used to purchase or carry any Margin Stock or to extend credit to others for the purpose of purchasing or carrying any Margin Stock.

(j)

Other than the filing of the Cases and events related to such filing, no ERISA Event has occurred or is reasonably expected to occur with respect to any Plan that has resulted in or is reasonably expected to result in a Material Adverse Effect.

(k)

[Intentionally Omitted.]

(l)

Except as set forth in Schedule 4.01(l) hereto, the operations and properties of each Loan Party and each of its Subsidiaries comply with all applicable Environmental Laws and Environmental Permits except for non-compliance that could not be reasonably likely to have a Material Adverse Effect, all past non compliance with such Environmental Laws and Environmental Permits has been resolved in a manner that could not be reasonably likely to have a Material Adverse Effect, and, to the knowledge of the Loan Parties, no circumstances exist that would be reasonably likely to (i) form the basis of an Environmental Action against any Loan Party or any of its Subsidiaries or any of their properties that could be reasonably likely to have a Material Adverse Effect or (ii) cause any such property to be subject to any restrictions on ownership, occupancy, use or transferabilit y under any Environmental Law that could be reasonably likely to have a Material Adverse Effect.

(m)

The DIP Financing Order and the Collateral Documents create a valid and perfected security interest in the Collateral having the priority set forth therein securing the payment of the Secured Obligations, and all filings and other actions necessary or desirable, as determined in the reasonable discretion of the Initial Lenders, to perfect and protect such security interest have been duly taken, except that the execution and delivery of local law governed pledge or analogous documentation with respect to Equity Interests in Subsidiaries of the Borrower organized in jurisdictions outside the United States, and the filing, notarization, registration or other publication thereof, and the taking of other actions, if any, required under local law of the relevant jurisdictions of organization for the effective grant and perfection of a Lien on such Equity Interests under laws of such ju risdictions of organization outside the United States, may be required in order to fully grant, perfect and protect such security interest under such local laws.  The Loan Parties are the legal and beneficial owners of the Collateral free and clear of any Lien, except for the liens and security interests created or permitted under the Loan Documents.  As of the Effective Date, no Liens exist in favor of the PBGC.

(n)

Neither the making of any Advances nor the application of the proceeds or repayment thereof by the Borrowers, nor the consummation of the other transactions contemplated by the Loan Documents, will violate any provision of the Investment Company Act of 1940, as amended, or any rule, regulation or order of the Securities and Exchange Commission thereunder.

(o)

Each Loan Party and each of its Subsidiaries has filed or caused to be filed all tax returns and reports (federal, state, local and foreign) which are required to have been filed and has paid or caused to be paid all taxes required to have been paid by it, together with applicable

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interest and penalties, except (a) taxes that are being contested in good faith by appropriate proceedings and for which such Borrower or such Subsidiary, as applicable, has set aside on its books adequate reserves or (b) to the extent that the failure to do so could not reasonably be expected to result in a Material Adverse Effect.

(p)

The Cases were commenced in accordance with applicable law and proper notice thereof and proper notice for the motions seeking approval of the Loan Documents and the DIP Financing Order has been given.  The Loan Parties shall give, on a timely basis as specified in the DIP Financing Order, all notices required to be given to all parties specified in the DIP Financing Order.

(q)

After the entry of the Interim DIP Order, and pursuant to and to the extent permitted in the Interim DIP Order and the Final DIP Order, the Obligations will constitute allowed Superpriority Claims.

(r)

After the entry of the Interim DIP Order and pursuant to and to the extent provided in the Interim DIP Order and the Final DIP Order, the Obligations will be secured by a valid and perfected first priority Lien on all of the Collateral subject to the terms of the DIP Intercreditor Agreement and the DIP Financing Order.

(s)

The Interim DIP Order (with respect to the period prior to entry of the Final DIP Order) or the Final DIP Order (with respect to the period on and after entry of the Final DIP Order), as the case may be, is in full force and effect and has not been reversed, stayed, modified, amended, varied or set aside (other than to take into account grammatical or typographical errors).

(t)

Notwithstanding the provisions of Section 362 of the U.S. Bankruptcy Code, and subject to the applicable provisions of the Interim DIP Order or Final DIP Order, as the case may be, upon the maturity (whether by acceleration or otherwise) of any of the Obligations, Administrative Agent and Lenders shall be entitled to immediate payment of such Obligations and to enforce the remedies provided for hereunder or under applicable law, without further application to or order by the Bankruptcy Courts, subject to the terms of the Loan Documents.

(u)

The Canadian Pension Plans are duly registered under the ITA and all other applicable laws which require registration and no event has occurred which is reasonably likely to cause the loss of such registered status.  All material statutory obligations of any Loan Party (including fiduciary, funding, investment and administration obligations) required to be performed in connection with the Canadian Pension Plans and the funding agreements therefor have been performed in a timely fashion.  There are no outstanding suits concerning the assets of the Canadian Pension Plans or the Canadian Benefit Plans.  Each of the Canadian Pension Plans is fully funded on a solvency basis (using actuarial methods and assumptions which are consistent with the valuations last filed with the applicable Governmental Authorities and which are consistent with generally accepted actuarial p rinciples).  The Canadian Guarantor does not employ any employees outside of Canada.

ARTICLE V

COVENANTS OF THE LOAN PARTIES

Section 5.01

Affirmative Covenants.  So long as any Advance shall remain unpaid or any Lender shall have any Commitment hereunder, each Loan Party will:

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(a)

Corporate Existence.  Preserve and maintain in full force and effect all governmental rights, privileges, qualifications, permits, licenses and franchises necessary or desirable in the normal conduct of its business except (i)(A) if in the reasonable business judgment of the Borrower or such Guarantor, as the case may be, it is in its best economic interest not to preserve and maintain such rights, privileges, qualifications, permits, licenses and franchises and the loss thereof is not materially disadvantageous to the Loan Parties, taken as a whole, and (B) such failure to preserve the same could not, in the aggregate, reasonably be expected to have a Material Adverse Effect, and (ii) as otherwise permitted by Section 5.02(h).

(b)

Compliance with Laws.  Comply with all laws, rules, regulations and orders of any governmental authority applicable to it or its property, such compliance to include without limitation, ERISA, Environmental Laws and The Racketeer Influenced and Corrupt Organizations Chapter of The Organized Crime Control Act of 1970, except where the failure to do so, individually or in the aggregate, would not reasonably be expected to result in a Material Adverse Effect.

(c)

Insurance.  Keep its insurable properties insured at all times, against such risks, including fire and other risks insured against by extended coverage, as is customary with companies of the same or similar size in the same or similar businesses (subject to deductibles and including provisions for self-insurance); and maintain in full force and effect public liability insurance against claims for personal injury or death or property damage occurring upon, in, about or in connection with the use of any properties owned, occupied or controlled by the Borrower or any Guarantor, as the case may be, in such amounts and with such deductibles as are customary with companies of the same or similar size in the same or similar businesses and in the same geographic area and in each case with financially sound and reputable insurance companies (subject to provisions for self-insu rance).

(d)

Obligations and Taxes.  Pay all its obligations arising after the Petition Date promptly and in accordance with their terms and pay and discharge and cause each of its Subsidiaries to pay and discharge promptly all taxes, assessments and governmental charges or levies imposed upon it or upon its income or profits or in respect of its property arising, or attributed to the period, after the Petition Date, before the same shall become in default, as well as all lawful claims for labor, materials and supplies or otherwise arising after the Petition Date which, if unpaid, would become a Lien or charge upon such properties or any part thereof; provided, however, that the Borrower and each Guarantor shall not be required to pay and discharge or to cause to be paid and discharged any such tax, assessment, charge, levy or claim so long as the (i) payment or discharge thereof shall be stayed by the U.S. Bankruptcy Code or pursuant to the CCAA, or (ii) the validity or amount thereof shall be contested in good faith by appropriate proceedings, in each case, if the Borrower and the Guarantors shall have set aside on their books adequate reserves therefor in conformity with GAAP.

(e)

Access to Books and Records.

(i)

Maintain or cause to be maintained at all times true and complete books and records in accordance with GAAP of the financial operations of the Borrower and the Guarantors; and provide the Lenders and their representatives access to all such books and records during regular business hours upon reasonable advance notice, in order that the Lenders may examine and make abstracts from such books, accounts, records and other papers for the purpose of verifying the accuracy of the various reports delivered by the Borrower or the Guarantors to the Administrative Agent or the Lenders pursuant to this Agreement or for otherwise ascertaining compliance with this Agreement and to discuss the affairs, finances and condition of the

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Borrower and the Guarantors with the officers and independent accountants of the Borrower; provided that the Borrower shall have the right to be present at any such visit or inspection.

(ii)

Grant the Lenders access to and the right to inspect all reports, audits and other internal information of the Borrower and the Guarantors relating to environmental matters upon reasonable advance notice, but subject to appropriate limitations so as to preserve attorney-client privilege.

(iii)

At any reasonable time and from time to time during regular business hours, upon reasonable notice, permit the Initial Lenders and/or any representatives designated by the Initial Lenders (including any consultants, accountants, lawyers and appraisers retained by the Initial Lenders) to visit the properties of the Borrower and the Guarantors to conduct evaluations, appraisals, environmental assessments and ongoing maintenance and monitoring in connection with the Collateral and all related systems; provided that the Borrower shall have the right to be present at any such visit and, unless an Event of Default has occurred and is continuing, such visits permitted under this clause (iii) shall be coordinated through the Administrative Agent and shall be made no more frequently than once in any fiscal quarter.

(f)

Use of Proceeds.  Use the proceeds of the Advances solely for the purposes, and subject to the restrictions, set forth in Section 2.14.

(g)

Restructuring Advisor; Financial Advisor.  Retain at all times (i) a restructuring advisor and (ii) a financial advisor that, in each case, has substantial experience and expertise advising Chapter 11 debtors-in-possession in large and complex bankruptcy cases (in each case, reasonably satisfactory to the Required Lenders); provided that the Loan Parties shall be permitted to replace any such advisor with any another advisor satisfying the requirements of this subsection (g) and shall be permitted a period a time (not to exceed 10 Business Days) to file an application with either Bankruptcy Court to employ such replacement advisor.  It being understood that Rothschild Inc. and Conway, DelGenio, Gries & Co, LLC shall be sufficient advisors for purposes of this clause (g).

(h)

Priority.  Acknowledge, in the case of the U.S. Cases, pursuant to Section 364(c)(1) of the U.S. Bankruptcy Code, and in the case of the CCAA Case, pursuant to the Canadian CCAA Orders, the Obligations of the Loan Parties hereunder and under the other Loan Documents constitute allowed Superpriority Claims.

(i)

Validity of Loan Documents.  Use its best efforts to object to any application made on behalf of any Loan Party or by any Person to the validity of any Loan Document or the applicability or enforceability of any Loan Document or which seeks to void, avoid, limit, or otherwise adversely affect the security interest created by or in any Loan Document or any payment made pursuant thereto.

(j)

Maintenance of Cash Management System.  Maintain a cash management system on terms reasonably acceptable to the Initial Lenders, it being acknowledged that the Cash Management System of the Borrower, as required to be maintained under the GECC DIP Facility and in effect on the Effective Date, is reasonably acceptable to the Initial Lenders.

(k)

[INTENTIONALLY OMITTED]

(l)

Additional Guarantors.  Cause each Subsidiary that hereafter becomes party to a Case to execute a Guaranty Supplement within 10 days of becoming party thereto; provided,

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however, that notwithstanding the foregoing, no subsidiary will be required to become or remain a Guarantor or provide or maintain a lien on any of its assets as security for any of the Obligations (A) if such Subsidiary is not a wholly-owned Subsidiary; or (B) to the extent doing so would (1) result in any adverse tax consequences or (2) be prohibited by any applicable law.

(m)

[INTENTIONALLY OMITTED].

(n)

Further Assurances.

(i)

Promptly upon reasonable request by the Administrative Agent, or any Lender through the Administrative Agent, correct, and cause each of its Subsidiaries promptly to correct, any material defect or error that may be discovered in any Loan Document or in the execution, acknowledgment, filing or recordation thereof

(ii)

Promptly upon reasonable request by the Administrative Agent, or any Lender through the Administrative Agent, do, execute, acknowledge, deliver, record, re-record, file, re-file, register and re-register any and all such further acts, deeds, conveyances, pledge agreements, mortgages, deeds of trust, trust deeds, assignments, financing statements and continuations thereof, termination statements, notices of assignment, transfers, certificates, assurances and other instruments as the Administrative Agent, or any Lender through the Administrative Agent, may reasonably require from time to time in order to (A) carry out more effectively the purposes of the Loan Documents, (B) to the fullest extent permitted by applicable law, subject any Loan Party’s properties, assets, rights or interests to the Liens now or hereafter required to be covered by any of the Collateral Do cuments, (C) perfect and maintain the validity, effectiveness and priority of any of the Collateral Documents and any of the Liens required to be created thereunder and (D) assure, convey, grant, assign, transfer, preserve, protect and confirm more effectively unto the Secured Parties the rights granted or now or hereafter intended to be granted to the Secured Parties under any Loan Document or under any other instrument executed in connection with any Loan Document to which any Loan Party or any of its Subsidiaries is or is to be a party, and cause each of its Subsidiaries to do so.

(iii)

Promptly take, or cause to be taken, each action set forth in Schedule 5.01(n)(iii) to be taken by such Loan Party within the time period specified for such action to be taken on such schedule.

(o)

Maintenance of Properties, Etc.  Maintain and preserve all of its properties that are used or useful in the conduct of its business in good working order and condition, ordinary wear and tear excepted, and will from time to time make or cause to be made all appropriate repairs, renewals and replacements thereof except where failure to do so would not have a Material Adverse Effect; provided that, this subsection (o) shall not prohibit the sale, transfer or other disposition of any such property consummated in accordance with the other terms of this Agreement.

(p)

363 Sale Milestones.

(i)

Unless the Required Lenders have (x) notified the Debtors that they cannot reach an agreement on the terms of the Asset Purchase Agreement (defined below) or (y) rejected an offer by the Debtors to execute the Asset Purchase Agreement (on terms substantially similar to the Restructuring Support Agreement), no later than

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May 3, 2009, the Debtors shall have entered into an asset purchase agreement (the “Asset Purchase Agreement”) with Newco setting forth the terms and conditions pursuant to which Newco will purchase certain assets of the Debtors (the scope of such assets to be agreed), on terms and conditions satisfactory to the Required Lenders; provided that the material terms of the Asset Purchase Agreement will be based substantially on the terms set forth in the Restructuring Support Agreement subject to the conditions set forth therein;

(ii)

Within 2 Business Days after the execution of the Asset Purchase Agreement, but no later than May 3, 2009, the Debtors shall have filed motions (in form and substance satisfactory to the Required Lenders) with the U.S. Bankruptcy Court to (i) establish bid procedures for a sale of some or all of the Debtors’ assets under section 363 of the U.S. Bankruptcy Code and (ii) so long as the Lenders have executed the Asset Purchase Agreement, grant bid protections for the Lenders as the “stalking horse” bidder (the “Bid Procedures Motions”);

(iii)

No later than May 14, 2009, the U.S. Bankruptcy Court shall have entered the orders in form and substance satisfactory to the Required Lenders approving the Bid Procedures Motions (the “U.S. Bid Procedures Orders”), which will provide for, among other things, that bids in respect of the sale of all or substantially all of the assets of the Debtors (the “Asset Sale”) will be submitted no later than June 24, 2009 (the “Initial Bid Deadline”), and within 5 days thereafter, the Canadian Bankruptcy Court shall have made an order recognizing the U.S. Bid Procedures Orders pursuant to Section 18.6 of the CCAA (together with the U.S. Bid Procedures Orders, the “Bid Procedures Orders”);

(iv)

No later than June 26, 2009, the U.S. Bankruptcy Court shall have conducted a hearing (the “Sale Hearing”) to approve the Asset Sale; provided that in the event there is at least one “qualified bid” under the terms of the Bid Procedures Orders received on or prior to the Initial Bid Deadline then (x) the deadline by which all bids submitted in connection with the Asset Sale shall be extended to and including July 13, 2009, (y) the auction in connection with the Asset Sale pursuant to the terms of the Bid Procedures Orders shall be held on or before July 17, 2009 and (z) the Sale Hearing shall be held on or prior to July 20, 2009;

(v)

On or before July 22, 2009, the Bankruptcy Courts shall have entered orders, in form and substance satisfactory to the Required Lenders approving (and in the case of the Canadian Bankruptcy Court, recognizing) the sale transaction contemplated under the Bid Procedures Orders;

(vi)

On or before August 1, 2009, the sale transaction contemplated under the Bid Procedures Orders shall have been substantially consummated; and

(vii)

The Required Lenders will have the right to require the Debtors to implement a sale of substantially all of the Debtors’ assets through a confirmed plan of reorganization or liquidation or plan of compromise or arrangement, and the Debtors will work with the Required Lenders in good faith to negotiate and implement such plan of reorganization or liquidation or plan of compromise or arrangement in a manner consistent with the Restructuring Support Agreement.

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With respect to each of the 363 sale milestones (each a “Milestone”) referred to in this clause (p), the periods within which each Milestone is to be completed may be extended in the sole discretion of the Required Lenders.  In the event the Milestone set forth in clause (iv) is extended by 13 days in accordance with its terms, then each subsequent Milestone shall automatically be extended by an additional 13 days.

(q)

DIP Financing Order.  The DIP Financing Order shall contain findings and conclusions with respect to, among other things, the validity and amount of the Pre-Petition Secured Indebtedness and the validity, priority and perfection of Liens relating thereto.

(r)

Due Diligence.  In connection with the transactions contemplated under the Bid Procedures Orders, the Borrower shall use its best efforts to comply with all diligence requests and other information requests made by the Lenders, including, without limitation, as may relate to potential financing used to consummate the transactions under the Bid Procedures Orders.  

(s)

Canadian Pension Plans.  

(i)

For each existing Canadian Pension Plan of the Canadian Guarantor, the Canadian Guarantor shall ensure that such plan retains its registered status under and is administered in all material respects in accordance with the applicable pension plan text, funding agreement, the ITA and all other applicable laws.  

(ii)

For each Canadian Pension Plan hereafter adopted by the Canadian Guarantor that is required to be registered under the ITA or any other applicable laws, the Canadian Guarantor shall use its best efforts to seek and receive confirmation in writing from the applicable Governmental Authorities to the effect that such plan is unconditionally registered under the ITA and such other applicable laws.  

(iii)

For each existing and hereafter adopted Canadian Pension Plan and Canadian Benefit Plan of the Canadian Guarantor, the Canadian Guarantor shall in a timely fashion perform in all material respects all statutory obligations (including fiduciary, funding, investment and administration obligations) required to be performed in connection with such plan and the funding media therefor.  

(iv)

The Canadian Guarantor shall deliver to Administrative Agent if requested by Administrative Agent, promptly after the filing thereof by the Canadian Guarantor with any applicable governmental authority, (i) copies of each annual and other return, report or valuation with respect to each Canadian Pension Plan of the Canadian Guarantor; (ii) promptly after receipt thereof, a copy of any direction, order, notice, ruling or opinion that the Canadian Guarantor may receive from any applicable governmental authority with respect to any Canadian Pension Plan of the Canadian Guarantor; and (iii) notification within thirty (30) days of any increases having a cost to the Canadian Guarantor in excess of Cdn.$250,000 per annum, in the benefits of any existing Canadian Pension Plan or Canadian Benefit Plan, or the establishment of any new Canadian Pension Plan or Canadian Benefit Plan, or the commencement of co ntributions to any such plan to which the Canadian Guarantor was not previously contributing.

Section 5.02

Negative Covenants.  So long as any Advance shall remain unpaid or any Lender shall have any Commitment hereunder, no Loan Party will, at any time:

(a)

Liens.  Incur, create, assume or suffer to exist any Lien on any asset of the Borrower or any of its Subsidiaries now owned or hereafter acquired by any of the Borrower or the Guarantors, other than: (i) Liens to secure Debt in respect of the Senior Secured Notes, the Lloyds Facility and such other Liens existing on the Petition Date, which are set forth on

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Schedule 5.02(a) hereto; (ii) Permitted Liens; (iii) Liens in favor of the Administrative Agent and the Secured Parties under this Agreement and under the other Loan Documents; (iv) Liens in connection with Debt permitted to be incurred pursuant to Section 5.02(b)(viii) so long as such Liens extend solely to the property (and improvements and proceeds of such property) acquired with the proceeds of such Debt or subject to the applicable Capitalized Lease; (v) Liens securing Debt in respect of the GECC DIP Facility; (vi) Liens securing the Carve-Out and other Liens contemplated under the DIP Financing Order; (vii) (x) purchase money Liens (including precautionary Lien filings made under the Code of any jurisdiction) on equipment acquired or held by any Loan Party or any of its Subsidiaries in the ordinary course of its business to secure the purchase price of such equipment or Debt incurred solely for the purpose of financing the acquisition of such equipment or (y) Liens existing on such equipment at the time of its acquisition; provided, however, that in the case of each of clauses (x) and (y), (A) no such Lien shall extend to or cover any other property of any Loan Party or any of its Subsidiaries, and (B) the aggregate principal amount of Debt secured by any or all such Liens shall not exceed at any one time outstanding $5,000,000; (viii) Liens arising from judgments, orders, or other awards not constituting an Event of Default; and (ix) Liens on assets of any Foreign Subsidiary securing Debt of any Foreign Subsidiary permitted under Sections 5.02(b)(ii) and (xii).

(b)

Debt.  Contract, create, incur, assume or suffer to exist any Debt, or permit any of its Subsidiaries to contract, create, incur, assume or suffer to exist any Debt, except for (i) Debt under this Agreement and the other Loan Documents, (ii) Debt in respect of the Senior Secured Notes, the Lloyds Facility and such other Debt incurred prior to the Petition Date and listed on Schedule 5.02(b) hereto (and in the case of the Debt set forth on such Schedule 5.02(b), the extension of maturity, refinancing or modification of the terms thereof; so long as (i) such extension, refinancing or modification is pursuant to terms that, taken as a whole, are not less favorable to the Loan Parties and the Lenders than the terms of the Debt being extended, refinanced or modified or are otherwise reasonably satisfactory to the Required Lenders and (ii) after giving effect to such extension, refinancing or modification, the amount of such Debt is not greater than the amount of Debt outstanding immediately prior to such extension, refinancing or modification), (iii) Debt arising from Investments among and between the Loan Parties that are permitted hereunder, (iv) Debt in respect of any overdrafts and related liabilities arising from treasury, depository and cash management services or in connection with any automated clearing house transfers of funds; (v) Debt consisting of guarantees permitted by Section 5.02(c); (vi) Debt in respect of netting services, customary overdraft protections and otherwise in connection with deposit accounts in the ordinary course of business, (vii) Debt in respect of the GECC DIP Facility, (viii) Debt in respect of Capitalized Leases entered into in order to finance Capital Expenditures made by the Loan Parties, which Debt, when aggregated with the principal amount of all Debt incurred under this clause (vii i) and clause (ix) of this clause (b), does not exceed $10,000,000 at any time outstanding, (ix) Debt secured by a Lien permitted under Section 5.02(a)(vi), (x) Permitted Intercompany Debt, (xi) Debt in respect of Hedge Agreements existing as of the Effective Date, (xii) Debt in respect of Non-Loan Parties in existence on the Effective Date and set forth on Schedule 5.02(b), (xiii) Debt arising from judgments, orders or other awards to the extent not constituting an Event of Default, (xiv) Debt of the Foreign Subsidiaries under any financing, factoring or similar arrangements under non-U.S. law, (but not including Indebtedness of the Foreign Subsidiaries permitted under clause (xv) of this Section 5.02(b)) the aggregate outstanding principal amount not at any time exceeding $10,000,000 and the extension of maturity, refinancing or modification of the terms thereof, and (xv) unsecured Debt in respect of customer financing programs (including lease transactions) in an aggregate principal am ount outstanding not at any time exceeding $20,000,000.

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(c)

Guarantees and Other Liabilities.  Contract, create, incur, assume or permit to exist, or permit any Subsidiary to contract, create, assume or permit to exist, any Guarantee Obligations, except (i) for any guaranty of Debt or other obligations of the Borrower or any Guarantor if the Borrower or such Guarantor could have incurred such Debt or obligations under this Agreement, (ii) by endorsement of negotiable instruments for deposit or collection in the ordinary course of business, (iii) Guarantee Obligations constituting Investments of the Borrower and its Subsidiaries permitted hereunder, (iv) Guarantee Obligations in respect of the Senior Secured Notes and the Lloyds Facility and the GECC DIP Facility and (v) the Guarantee Obligations existing on the Effective Date, which are set forth on Schedule 5.02(c) hereto but not to exceed the amount of th e Guarantee Obligations as of the Effective Date.

(d)

Chapter 11 Claims.  Subject to the DIP Financing Order, incur, create, assume, suffer to exist or permit any claim that is pari passu with or senior to the claims of the Secured Parties against the Borrower and the Guarantors.

(e)

Dividends; Capital Stock.  Declare or pay, directly or indirectly, any dividends or make any other distribution, or payment, whether in cash, property, securities or a combination thereof, with respect to (whether by reduction of capital or otherwise) any shares of capital stock (or any options, warrants, rights or other equity securities or agreements relating to any capital stock) of the Borrower, or set apart any sum for the aforesaid purposes.

(f)

Transactions with Affiliates.  Enter into, renew, extend or be a party to, or permit any of its Subsidiaries to enter into, renew, extend or be a party to, any transaction or series of related transactions (including, without limitation, the purchase, sale, lease, transfer or exchange of property or assets of any kind or the rendering of services of any kind) with any Affiliate, except (i) in the ordinary course of business in a manner and to an extent consistent with past practice and necessary or desirable for the prudent operation of its business, for fair consideration and on terms no less favorable to it or its Subsidiaries than would be obtainable in a comparable arm’s length transaction with a Person that is not an Affiliate thereof, (ii) transactions with another Loan Party, (iii) transactions permitted by Sections 5.01, 5.02(b), 5.02( g), 5.02(h) and/or  5.02(j), or (iv) compensation, retirement, expense reimbursement, insurance and indemnification arrangements with directors, officers, employees or consultants in the ordinary course of business consistent with the DIP Budget.

(g)

Investments.  Make or hold, or permit any of its Subsidiaries to make, any Investment in any Person, except for (i) Investments existing on the Effective Date, as set forth on Schedule 5.02(g) hereto, but not any increase in the amount thereof as set forth in such Schedule or any other material modification of the terms thereof, (ii) Investments in Cash Equivalents; (iii) advances and loans constituting Permitted Intercompany Debt; (iv) Investments not constituting loans or advances by (A) any Loan Party in any other Loan Party and (B) Non-Loan Party in any other Non-Loan Party; (v) Investments (A) received in satisfaction or partial satisfaction thereof from financially troubled account debtors or in connection with the settlement of delinquent accounts and disputes with customers and suppliers, or (B) received in set tlement of debts created in the ordinary course of business and owing to the Borrower or any Subsidiary or in satisfaction of judgments; (vi) Investments (A) in the form of deposits, prepayments and other credits to suppliers made in the ordinary course of business consistent with current market practices, (B) in the form of extensions of trade credit in the ordinary course of business, or (C) in the form of prepaid expenses and deposits to other Persons in the ordinary course of business; and (vii) Investments constituting Hedge Agreement entered into for non-speculative purposes, (vii) Investments by a Loan Party in Foreign Subsidiaries in an amount not to exceed, when aggregated with any Debt permitted under clause (i)(b) of the definition of Permitted

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Intercompany Debt, $3,500,000 (provided that notwithstanding the foregoing, the aggregate amount of Investments permitted under this clause (vii) shall not exceed $500,000 without the prior written consent of the Required Lenders) during the term of this Agreement so long as the proceeds of such Investment are directly, or indirectly, applied by such Foreign Subsidiary in accordance with the DIP Budget and (viii) Investments by a Loan Party in the capital stock of a Foreign Subsidiary, which is funded solely from the retirement of outstanding intercompany Debt existing as of the Effective Date which is owing by such Foreign Subsidiary to such Loan Party.

(h)

Fundamental Changes; Dispositions.  Wind-up, liquidate or dissolve, or merge, consolidate or amalgamate with any Person, or convey, sell, lease or sublease, license or sublicense, transfer or otherwise dispose of, whether in one transaction or a series of related transactions, all or any part of its business, property or assets, whether now owned or hereafter acquired (or agree to do any of the foregoing), or purchase or otherwise acquire, whether in one transaction or a series of related transactions, all or substantially all of the assets of any Person (or any division thereof) (or agree to do any of the foregoing), or permit any of its Subsidiaries to do any of the foregoing; provided, however, that:

(i)

any Loan Party and its Subsidiaries may (A) sell Inventory in the ordinary course of business, (B) dispose of excess, obsolete or worn-out equipment in the ordinary course of business in an aggregate amount not to exceed $500,000, (C) dispose of cash or sell or liquidate Cash Equivalents, (D) enter, in the ordinary course of business and consistent with past practices, into operating leases and subleases or licenses or sublicenses of any property, (E) sell or otherwise dispose of assets consisting of accounts receivable and related assets in connection with the Lloyds Facility and (F) sell or otherwise dispose of accounts receivables, notes receivable and related assets in an aggregate face amount not to exceed $250,000 during the term of this Agreement; provided that the Net Cash Proceeds of any disposition are paid to the Administrative Agent to be applied, to the extent required, pursuant to Section 2.05(b); and

(ii)

any Foreign Subsidiary (x) may be Merged into any other Foreign Subsidiary, or may be consolidated or amalgamated with another Foreign Subsidiary, so long as (A) no other provision of this Agreement would be violated thereby, (B) no Default or Event of Default shall have occurred and be continuing either before or after giving effect to such transaction, and (C) to the extent such Foreign Subsidiary is owned directly by a Loan Party, such Loan Party shall comply with Article 9 hereof or (y) may sell or otherwise dispose of, all or any part of its business, property or assets, whether now owned or hereafter acquired to any other Foreign Subsidiary so long as (A) no other provision of this Agreement would be violated thereby, and (B) no Default or Event of Default shall have occurred and be continuing either before or after giving effect to such t ransaction; and

(iii)

any Loan Party may consummate such transactions among the Foreign Subsidiaries to the extent reasonably necessary to effect a Permitted Asset Sale.

(i)

Nature of Business.  Modify or alter, or permit any of its Subsidiaries to modify or alter, in any material manner the nature and type of its business as conducted at or prior to the Petition Date or the manner in which such business is currently conducted (except as required by the Bankruptcy Code), it being understood that sales permitted by Section 5.02(h) and discontinuing operations expressly identified as operations to be discontinued in the DIP Budget shall not constitute such a material modification or alteration.

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(j)

Limitation on Prepayments and Pre-Petition Obligations.  The Loan Parties shall not make any Pre-Petition Payments other than as expressly permitted by any approved Thirteen Week Forecast or the DIP Financing Order; provided that in the case of any Pre-Petition Payments to critical vendors or foreign vendors, as approved in the First Day Orders (a) in the case of any single Pre-Petition Payment to a critical or foreign vendor (and their Affiliates), such Pre-Petition Payments shall not exceed $150,000 and (b) the aggregate amount of Pre-Petition Payments to each critical or foreign vendor (and their respective Affiliates) during the term of this Agreement, shall not exceed $500,000; provided further that upon written request by the Borrower, the amount of a single Pre-Petition Payment may be increased with the prior consent of the Required Lenders (it being understood that if within 5 Business Days after such written request the Required Lenders shall not have consented, then the amount of such Pre-Petition Payment may be increased up to the amount so requested but only for such single Pre-Petition Payment).

(k)

Capital Expenditures.  Make, or permit any of its Subsidiaries to make, any Capital Expenditures that would cause the aggregate amount of all such Capital Expenditures made by the Borrower and its Subsidiaries during any rolling 2-month period to exceed $1,000,000; and, after the Effective Date, the Borrower and its Subsidiaries shall not enter into any commitments to make Capital Expenditures not otherwise set forth in the DIP Budget in an aggregate amount not to exceed $1,000,000 during any rolling 2-month period without the consent of the Required Lenders.

(l)

No Set-Off or Cancellation.  In the case of any Permitted Intercompany Debt, in no event shall any Loan Party be permitted to set-off against, or cancel any obligations owing to, such Loan Party without the prior consent of the Required Lenders.

(m)

Amendments of Constitutive Documents.  Amend its constitutive documents, except for amendments that would not reasonably be expected to materially affect the interests of the Lenders.

(n)

Accounting Changes.  Make or permit any changes in (i) accounting policies or reporting practices, except (x) as permitted or required by generally accepted accounting principles and (y) solely in the case of reporting practices, in connection with any reporting to the Bankruptcy Court as required under the Cases, or (ii) its Fiscal Year.

(o)

Negative Pledge; Payment Restrictions Affecting Subsidiaries.  Enter into or allow to exist, or allow any Subsidiary to enter into or allow to exist, any agreement prohibiting or conditioning the ability of the Borrower or any such Subsidiary to (i) create any lien upon any of its property or assets, (ii) make dividends to, or pay any indebtedness owed to, any Loan Party, (iii) make loans or advances to, or other investments in, any Loan Party, or (iv) transfer any of its assets to any Loan Party other than (A) any such agreement with or in favor of the Administrative Agent or the Lenders; (B) any agreement setting forth customary restrictions on the subletting, assignment or transfer of any property or asset that is a lease, license, conveyance or contract of similar property or assets; (C) any restriction or encumbrance imposed pur suant to an agreement that has been entered into by the Borrower or any Subsidiary for the disposition of any of its property or assets so long as such disposition is otherwise permitted under the Loan Documents; (D) any such agreement imposed in connection with consignment agreements entered into in the ordinary course of business; (E) customary anti-assignment provisions contained in any agreement entered into in the ordinary course of business; (F) any agreement in existence on the Petition Date and any assumption of any such agreement permitted hereunder so long as the terms or provisions in connection with any such assumption relating to liens are no more restrictive than

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the agreement in effect on the Petition Date; (G) such encumbrances or restrictions required by applicable law or (H) the GECC DIP Credit Agreement, the Lloyds Facility and the Senior Secured Notes Indenture, in each case as in effect on the Effective Date.

(p)

Milacron Canada.  Notwithstanding anything to the contrary set forth in this Agreement, prior to the entry of the Canadian DIP Recognition Order, no proceeds of the Advances hereunder shall directly, or indirectly, be made available to, or used on behalf of, Milacron Canada.

(q)

Non-Solicitation.  Until the earlier to occur of (a) the execution and delivery by the applicable Lenders and the Borrower of the Asset Purchase Agreement or (b) the delivery of a notice from the Required Lenders to the Borrower stating that the Required Lenders will no longer be pursuing the transactions contemplated under the Restructuring Support Agreement, neither the Borrower nor any of its Representatives (as defined in the Restructuring Support Agreement) will, other than to, from or with respect to the Initial Lenders:  (A) solicit, initiate, encourage or accept any inquiries, proposals or offers from any Person (i) relating to any acquisition or purchase of all or any portion of the capital stock of the Borrower or any of its Subsidiaries or the assets of the Borrower or any of its Subsidiaries, (ii) to enter into any Merger, recapita lization, reorganization, joint venture or other business combination with the Borrower or any of its Subsidiaries or (iii) to enter into any other extraordinary business transaction involving or otherwise relating to the Company; or (B) participate in any discussions, conversations, negotiations or other communications with any other person regarding, or furnish to any other person any information with respect to, or otherwise cooperate in any way, assist or participate in, facilitate or encourage any effort or attempt by any person to seek to do any of the foregoing; provided, however, that the Borrower and its Representatives shall not be precluded from (1) after the 21st day following the Petition Date, distributing confidentiality agreements (and finalizing same) and marketing materials to potential acquirors of the Borrower (but shall be precluded from negotiating or discussing any terms related to a transaction, including the potential value or terms of any proposed bid) and (2)&nb sp;advising potential acquirors that a process will be established whereby such Persons may have an opportunity to bid for some or all of the Borrower’s assets in accordance with bidding procedures to be approved by the Bankruptcy Court.  Except with respect to the Permitted Asset Sales, the Borrower shall immediately cease and cause to be terminated all existing discussions, conversations, negotiations and other communications with any Person conducted heretofore with respect to any of the foregoing, in each case, other than to, from or with respect to the Initial Lenders.

(r)

Payments of Management Incentive Plans.  Make any payments under any management incentive plan or on account of claims or expenses arising under Section 503(c) of the Bankruptcy Code, except to the extent approved in the DIP Financings Order or with the prior written consent of the Required Lenders.

Section 5.03

Reporting Requirements.  So long as any Advance shall remain unpaid or any Lender shall have any Commitment hereunder, the Borrower will furnish to the Administrative Agent:

(a)

Default Notice.  As soon as possible and in any event within two Business Days after any Responsible Officer of the Borrower has knowledge of the occurrence of each Default or within three Business Days after any Responsible Officer of the Borrower has knowledge of the occurrence of any event, development or occurrence reasonably likely to have a Material Adverse Effect continuing on the date of such statement, a statement of a Responsible Officer (or

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person performing similar functions) of the Borrower setting forth details of such Default or other event and the action that the Borrower has taken and proposes to take with respect thereto.

(b)

Monthly Financials.  Commencing with the month-ended March, 2009, and for each month thereafter, deliver to the Lenders (a) monthly consolidating financial statements of the Borrower and its Subsidiaries due on or before the 30th day after month-end certified by a Responsible Officer of the Borrower, (b) a summary of the use of proceeds from each Borrowing that occurred during such month and (c) such other financial information required to be delivered to the Bankruptcy Courts for such month, which information shall be in form and detail satisfactory to the Required Lenders, and, without duplication, a comparison of such financial information with the projections for such month in the DIP Budget and a schedule in form reasonably satisfactory to the Initial Lenders of the computations used in determining compliance with the covenant contained in Section& nbsp;5.04, all in reasonable detail and duly certified by a Responsible Officer of the Borrower.

(c)

Quarterly Financials.  Commencing with the fiscal quarter ending March 31, 2009, as soon as available and in any event within 60 days after the end of each of the first three quarters of each Fiscal Year, a Consolidated balance sheet of the Borrower and its Subsidiaries as of the end of such quarter, and Consolidated statements of income and cash flows of the Borrower and its Subsidiaries for the period commencing at the end of the previous quarter and ending with the end of such quarter, and Consolidated statements of income cash flows of the Borrower and its Subsidiaries for the period commencing at the end of the previous Fiscal Year and ending with the end of such quarter, setting forth, in each case in comparative form the corresponding figures for the corresponding period of the immediately preceding Fiscal Year, all in reasonable detail and duly certified (subject to normal year-end audit adjustments and subject to any adjustments that might be required as a result of goodwill impairment testing) by a Responsible Officer of the Borrower as having been prepared in accordance with GAAP, together with a certificate of said officer stating that no Default has occurred and is continuing or, if a Default has occurred and is continuing, a statement as to the nature thereof and the action that the Borrower has taken and proposes to take with respect thereto.

(d)

[Reserved].

(e)

Bankruptcy Pleadings and Other Information.

(i)

Promptly after the same is available, advance copies of all pleadings (to the extent practicable), motions, applications, judicial information, financial information and other documents to be filed by or on behalf of any of the Loan Parties with the Bankruptcy Courts in the Cases, or distributed by or on behalf of any of the Loan Parties to any Committee appointed in the Cases, providing copies of same to the Initial Lenders and counsel for Administrative Agent; and

(ii)

Concurrently with the delivery to the DIP ABL Agent under the GECC DIP Facility, or as may otherwise be delivered to GECC, the Indenture Trustee or Lloyds Group TSB plc, copies of the financial information and other materials provided thereto in accordance with the Pre-Petition Credit Agreement, the Senior Secured Notes Indenture or the Lloyds Facility, respectively; and

(iii)

Delivery to the Initial Lenders on each Friday following the Petition Date, commencing with the first full week following the Petition Date, on a confidential basis of (a) a summary of any confidentiality agreements executed during such week

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along with a breakdown of confidentiality agreements entered into with strategic and/or financial buyers (in each case on a no-name basis) and (b) an update on any substantive discussions regarding Permitted Asset Sales, which shall include, among other things, the proposed sale price of such Permitted Asset Sales (and, in each case, such other information as the Required Lenders may reasonably request in connection therewith).

(f)

Thirteen Week Forecast.  No later than 5:00 pm EST on each Friday of each week following the Petition Date, (i) a cash flow forecast detailing cash receipts and cash disbursements on a weekly basis for the next 13 weeks (a “Thirteen Week Forecast”), the information and calculations contained in which shall be reasonably satisfactory to the Required Lenders and (ii) as promptly as possible following delivery of a Thirteen Week Forecast and in no event later than five Business Days following such delivery, a reporting package, consistent with the reporting package provided to the Initial Lenders as of the Effective Date, which includes, among other things, a variance discussion and such other information as may be reasonably requested by the Administrative Agent.

(g)

Fee Information.  Commencing with the month-ended March, 2009, within 15 days after the end of each month, deliver to the Lenders a report of the (i) fees and expenses of the Borrower’s professionals, the information officer appointed by the Canadian Bankruptcy Court in the CCAA Case and any official unsecured creditors’ committee’s professionals invoiced during such month, (ii) fees and expenses referred to in clause (i) that were not paid during such month and (iii) fees and expenses referred to in clause (i) that were paid during such month.

(h)

ERISA Events and ERISA Reports.  Promptly and in any event within 10 Business Days after any Loan Party or any ERISA Affiliate knows or has reason to know that any ERISA Event has occurred with respect to an ERISA Plan, a statement of a Responsible Officer of the Borrower describing such ERISA Event and the action, if any, that such Loan Party or such ERISA Affiliate has taken and proposes to take with respect thereto, on the date any records, documents or other information must be furnished to the PBGC with respect to any ERISA Plan pursuant to Section 4010 of ERISA, a copy of such records, documents and information.

(i)

Plan Terminations.  Promptly and in any event within two Business Days after receipt thereof by any Loan Party or any ERISA Affiliate, copies of each notice from the PBGC stating its intention to terminate any ERISA Plan or to have a trustee appointed to administer any ERISA Plan.

(j)

Actuarial Reports.  Promptly upon receipt thereof by any Loan Party or any ERISA Affiliate, a copy of the annual actuarial valuation report for each Plan the funded current liability percentage (as defined in Section 302(d)(8) of ERISA) of which is less than 90% or the unfunded current liability of which exceeds $100,000.

(k)

Multiemployer Plan Notices.  Promptly and in any event within five Business Days after receipt thereof by any Loan Party or any ERISA Affiliate from the sponsor of a Multiemployer Plan, copies of each notice concerning (i) the imposition of Withdrawal Liability by any such Multiemployer Plan, (ii) the reorganization or termination, within the meaning of Title IV of ERISA, of any such Multiemployer Plan or (iii) the amount of liability incurred, or that may be incurred, by such Loan Party or any ERISA Affiliate in connection with any event described in clause (i) or (ii) above.

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(l)

Litigation.  Promptly after the commencement thereof, notice of each unstayed action, suit, investigation, litigation and proceeding before any court or governmental department, commission, board, bureau, agency or instrumentality, domestic or foreign, affecting any Loan Party or any of its Subsidiaries that (i) is reasonably likely to be determined adversely and if so determined adversely would be reasonably likely to have a Material Adverse Effect or (ii) purports to affect the legality, validity or enforceability of this Agreement, any Note, any other Loan Document or the consummation of the transactions contemplated hereby.

(m)

Securities Reports.  Promptly after the sending or filing thereof, copies of all proxy statements, financial statements and reports that the Borrower sends to its public stockholders, copies of all regular, periodic and special reports, and all registration statements, that the Borrower files with the Securities and Exchange Commission or any governmental authority that may be substituted therefor, or with any national securities exchange; provided that such documents may be made available by posting on the Borrower’s website.

(n)

Environmental Conditions.  Promptly after the assertion or occurrence thereof, notice of any Environmental Action against or of any non-compliance by any Loan Party or any of its Subsidiaries with any Environmental Law or Environmental Permit that would reasonably be expected to (i) have a Material Adverse Effect or (ii) cause any real property to be subject to any restrictions on ownership, occupancy, use or transferability under any Environmental Law that could reasonably be expected to have a Material Adverse Effect.

(o)

Business Plan.  Within 30 days following the Petition Date (which may be extended in the sole discretion of the Required Lenders), deliver to the Initial Lenders, in form and substance satisfactory to the Initial Lenders, a business plan of the Borrower and its Subsidiaries which shall include, among other things, monthly borrowing base projections, annual projections for Fiscal Year 2010 and 2011 and such other information reasonably requested in connection with the foregoing.

(p)

Other Information.  Such other information respecting the business, condition (financial or otherwise), operations, performance, properties or prospects of any Loan Party or any of its Subsidiaries as any Lender (through the Administrative Agent), the Administrative Agent or any of their advisors may from time to time reasonably request (including, without limitation, with respect to any due diligence or financing arrangements contemplated under the Bid Procedures Orders).

Section 5.04

Total Disbursements Covenant.  The maximum amount of total disbursements under the DIP Budget (without taking into account any critical vendor payments or foreign vendor payments, in each case as approved by the U.S. Bankruptcy Court and as permitted hereunder and the DIP Financing Order) shall not exceed on a cumulative basis the lesser of (a) 120% of the projected total disbursements or (b) $6,000,000.

ARTICLE VI

EVENTS OF DEFAULT

Section 6.01

Events of Default.  If any of the following events (“Events of Default”) shall occur and be continuing:

(a)

the Borrower shall fail to pay any principal of any Advance when the same shall become due and payable or any Loan Party shall fail to make any payment of interest on any

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Advance or any other payment under any Loan Document within three business days after the same becomes due and payable; or

(b)

any representation or warranty made by any Loan Party (or any of its officers) under or in connection with any Loan Document shall prove to have been incorrect in any material respect when made or deemed made; or

(c)

any Loan Party shall fail to perform or observe (i) any term, covenant or agreement contained in Sections 2.14, 5.01(f), 5.01(p), 5.02, 5.03 or 5.04 or (ii) any term, covenant or agreement (other than those listed in clause (i) above) contained in Article V hereof, if such failure shall remain unremedied for 5 Business Days; or

(d)

any Loan Party shall fail to perform any other term, covenant or agreement contained in any Loan Document on its part to be performed or observed if such failure shall remain unremedied for 30 days; or

(e)

(i) any Loan Party or any of its Subsidiaries shall fail to pay any principal of, premium or interest on or any other amount payable in respect of one or more items of Debt arising after the Petition Date of the Loan Parties and their Subsidiaries (excluding Debt outstanding hereunder or Debt in respect of the GECC DIP Facility) that is outstanding in an aggregate principal or notional amount (or, in the case of any Hedge Agreement, an Agreement Value) of at least $1,500,000 when the same becomes due and payable (whether by scheduled maturity, required prepayment, acceleration, demand or otherwise), and such failure shall continue after the applicable grace period, if any, specified in the agreements or instruments relating to all such Debt; or (ii) any other event shall occur or condition shall exist under the agreements or instruments relating to one or more items of Debt arising after the Petition Date of the Loan Parties and their Subsidiaries (excluding Debt outstanding hereunder or Debt in respect of the GECC DIP Facility) that is outstanding in an aggregate principal or notional amount of at least $1,500,000, and such other event or condition shall continue after the applicable grace period, if any, specified in all such agreements or instruments, if the effect of such event or condition is to accelerate, or to permit the acceleration of, the maturity of such Debt or otherwise to cause, or to permit the holder thereof to cause, such Debt to mature; or (iii) one or more items of Debt arising after the Petition Date of the Loan Parties and their Subsidiaries (excluding Debt outstanding hereunder or Debt in respect of the GECC DIP Facility) that is outstanding in an aggregate principal or notional amount (or, in the case of any Hedge Agreement, an Agreement Value) of at least $1,500,000 shall be declared to be due and payable or required to be prepaid or redeemed (other than by a regularly scheduled or required prepayment or redemption), purchased or defeased, or an offer to prepay, redeem, purchase or defease such Debt shall be required to be made, in each case prior to the stated maturity thereof; or

(f)

one or more final, non-appealable judgments or orders for the payment of money in excess of $1,500,000 (exclusive of any judgment or order the amounts of which are fully covered by insurance (less any applicable deductible) which is not in dispute) in the aggregate at any time, as an administrative expense of the kind specified in Section 503(b) of the U.S. Bankruptcy Code shall be rendered against any Loan Party or any of its Subsidiaries and enforcement proceedings shall have been commenced by any creditor upon such judgment or order; or

(g)

one or more nonmonetary judgments or orders shall be rendered against any Loan Party or any of its Subsidiaries that is reasonably likely to have a Material Adverse Effect,

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and there shall be any period of 30 consecutive days during which a stay of enforcement of such judgment or order, by reason of a pending appeal or otherwise, shall not be in effect; or

(h)

any provision of any Loan Document after delivery thereof pursuant to Section 3.01 or Section 3.03 shall for any reason cease to be valid and binding on or enforceable against any Loan Party intended to be a party to it, or any such Loan Party shall so state in writing; or

(i)

any Collateral Document after delivery thereof pursuant to Section 3.01 shall for any reason (other than pursuant to the terms thereof) cease to create a valid and perfected lien on and security interest in the Collateral purported to be covered thereby; or

(j)

any ERISA Event shall have occurred with respect to a Plan and the sum (determined as of the date of occurrence of such ERISA Event) of the Insufficiency of such Plan and the Insufficiency of any and all other Plans with respect to which an ERISA Event shall have occurred and then exist (or the liability of the Loan Parties and the ERISA Affiliates related to such ERISA Event) is reasonably likely to have a Material Adverse Effect; or

(k)

any Loan Party or any ERISA Affiliate shall have been notified by the sponsor of a Multiemployer Plan that it has incurred Withdrawal Liability to such Multiemployer Plan in an amount that, when aggregated with all other amounts required to be paid to Multiemployer Plans by the Loan Parties and the ERISA Affiliates as Withdrawal Liability (determined as of the date of such notification), exceeds $250,000 or requires payments exceeding $250,000 per annum; or

(l)

any Loan Party or any ERISA Affiliate shall have been notified by the sponsor of a Multiemployer Plan that such Multiemployer Plan is in reorganization or is being terminated, within the meaning of Title IV of ERISA, and as a result of such reorganization or termination the aggregate annual contributions of the Loan Parties and the ERISA Affiliates to all Multiemployer Plans that are then in reorganization or being terminated have been or will be increased over the amounts contributed to such Multiemployer Plans for the plan years of such Multiemployer Plans immediately preceding the plan year in which such reorganization or termination occurs by an amount exceeding $250,000; or

(m)

any of the Cases concerning the Borrower or Guarantors shall be dismissed, terminated or converted to a case under Chapter 7 of the U.S. Bankruptcy Code or a proceeding under the BIA or any Loan Party shall file a motion or other pleading or support a motion or other pleading filed by any other Person seeking the dismissal or termination of any of the Cases concerning the Borrower or Guarantors under Section 1112 of the U.S. Bankruptcy Code or otherwise; a trustee under Chapter 7 or Chapter 11 of the U.S. Bankruptcy Code, a responsible officer or an examiner with enlarged powers relating to the operation of the business (powers beyond those set forth in Section 1106(a)(3) and (4) of the U.S. Bankruptcy Code) under Section 1106(b) of the U.S. Bankruptcy Code shall be appointed in the U.S. Cases or appointment of an interim receiver, receiver, receiver and manager, trustee in bankruptcy or any other similar official over the Canadian Guarantor or over all or substantially all of its property or commencement of any proceeding under the BIA; or an application shall be filed by the Borrower or any Guarantor for the allowance of any other Superpriority Claim (other than (x) Superpriority Claims in respect of the GECC DIP Facility and (y) the Carve-Out) in any of the Cases which is pari passu with or senior to the claims of the Administrative Agent and the Lenders against the Borrower or any Guarantor hereunder, or there shall arise or be granted any such pari passu or senior Superpriority Claim; or

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(n)

the Bankruptcy Court shall enter an order or orders granting relief from the stay applicable under Section 362 of the U.S. Bankruptcy Code or pursuant to the Canadian CCAA Orders to the holder or holders of any security interest to permit foreclosure (or the granting of a deed in lieu of foreclosure or the like) on any assets of any of the Borrower or the Guarantors, provided that this subsection (n) shall not apply to any order granting relief from the automatic stay pursuant to which a creditor exercises valid setoff rights pursuant to Section 553 of the U.S. Bankruptcy Code or the CCAA; or

(o)

an order of the Bankruptcy Court shall be entered (i) reversing, amending, varying, staying for a period in excess of 10 days setting aside or vacating any of the DIP Financing Order, (ii) without the written consent of the Administrative Agent and the requisite Lenders (in accordance with the provisions of Section 10.01), otherwise amending, supplementing or modifying any of the DIP Financing Order in a manner that is reasonably determined by the Administrative Agent to be adverse to the Administrative Agent and the Lenders or (iii) terminating the use of cash collateral by the Borrower or the Guarantors pursuant to the DIP Financing Order; or

(p)

breach or failure to perform by any Debtor of any term or condition contained in any DIP Financing Order or any other orders entered by the applicable Bankruptcy Court; or

(q)

any Loan Party shall bring a motion in the Cases:  (i) to obtain working capital financing from any Person other than Lenders or the DIP ABL Lenders under Section 364(d) of the U.S. Bankruptcy Code; or (ii) to obtain financing for such Loan Party from any Person other than the Lenders or the DIP ABL Lenders under Section 364(c) of the U.S. Bankruptcy Code (other than with respect to a financing used, in whole or part, to repay in full the Obligations); or (iii) to grant any Lien other than those permitted under Section 5.02(a) upon or affecting any Collateral; or (iv) to use Cash Collateral of the Administrative Agent or Lenders under Section 363(c) of the U.S. Bankruptcy Code without the prior written consent of the Required Lenders (as provided in Section 10.01) except to pay the Carve-Out or (v) to recover from any portion s of the Collateral any costs or expenses of preserving or disposing of such Collateral under Section 506(c) of the U.S. Bankruptcy Code; or (vi) to effect any other action or actions adverse to the Administrative Agent or Lenders or their rights and remedies hereunder or their interest in the Collateral that would, individually or in the aggregate, have a Material Adverse Effect; or

(r)

the entry of the U.S. Final DIP Order shall not have occurred within 30 days following the entry of the U.S. Interim DIP Order; or

(s)

any challenge by any Loan Party to the validity of any Loan Document or the applicability or enforceability of any Loan Document or which seeks to void, avoid, limit, or otherwise adversely affect the security interest created by or in any Loan Document or any payment made pursuant thereto; or

(t)

a Change of Control shall occur; or

(u)

[Reserved]; or

(v)

the dissolution of any Debtor shall occur; or

(w)

other than as permitted under the Bid Procedures Orders, the sale, liquidation or other disposition of all, or substantially all, of the Collateral, whether pursuant to Section 363 of

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the U.S. Bankruptcy Code (or an order of the Canadian Bankruptcy Court that has a similar effect), any plan of reorganization or liquidation or any plan of compromise or arrangement or otherwise, or entering into any agreement to effectuate any of the foregoing; or

(x)

the payment of, or filing of a motion or other pleading by any Debtor for authority to pay, any pre-petition claim or administrative expense arising under Section 503(b)(9) of the U.S. Bankruptcy Code except as may be provided for in the DIP Financing Order or the Loan Documents, or an order of a Bankruptcy Court approving payments to critical vendors, such order to be reasonably satisfactory to the Required Lenders; or

(y)

entry of an order by the Bankruptcy Court restricting or in any way limiting the ability of the Lenders to Credit Bid in an auction conducted pursuant to the Bid Procedures Orders; or

(z)

the Debtors shall have failed to comply with the terms of the Restructuring Support Agreement; or

(aa)

a “Default” or an “Event of Default” as described in Article 8 of the GECC DIP Credit Agreement shall have occurred and be continuing; or

(bb)

the Canadian Bankruptcy Court shall not have made the Canadian DIP Recognition Order recognizing and giving full force and effect to the U.S. Interim DIP Order in Canada within 5 days after entry of the U.S. Interim DIP Order authorizing, inter alia, the granting of the Superpriority Claims and the Liens contemplated herein; or

(cc)

the Canadian DIP Recognition Order shall cease to be in full force and effect without the Canadian Second DIP Recognition Order having been entered upon or prior to such cessation; or

(dd)

the Canadian Second DIP Recognition Order is not entered within 5 days from the date of the entry of the U.S. Final DIP Order; or

(ee)

failure of the U.S. Bankruptcy Court to enter the Roll-Up Order within 7 days following the Petition Date.

then, and in any such event, subject only to the giving of an “Enforcement Notice” under and as defined in the DIP Financing Order to the parties entitled thereunder to receive such notice, without further order of or application to the Bankruptcy Courts, the Administrative Agent (i) shall at the request, or may with the consent, of the Required Lenders, by notice to the Borrower, declare the obligation of each Lender to make Advances to be terminated, whereupon the same shall forthwith terminate, and (ii) shall at the request, or may with the consent, of the Required Lenders, by notice to the Borrower, declare the Notes, all interest thereon and all other amounts payable under this Agreement and the other Loan Documents to be forthwith due and payable, whereupon the Notes, all such interest and all such amounts shall become and be forthwith due and payable, without presentment, demand, protest or further notice of any kind, all of which are hereby expressly waived by the Borrower.

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ARTICLE VII

THE AGENTS

Section 7.01

Appointment and Authorization of the Administrative Agent.  Each Lender hereby irrevocably appoints, designates and authorizes the Administrative Agent to take such action on its behalf under the provisions of this Agreement and each other Loan Document and to exercise such powers and perform such duties as are expressly delegated to it by the terms of this Agreement or any other Loan Document, together with such powers as are reasonably incidental thereto.  Notwithstanding any provision to the contrary contained elsewhere herein or in any other Loan Document, the Administrative Agent shall not have any duties or responsibilities, except those expressly set forth herein, nor shall the Administrative Agent have or be deemed to have any fiduciary relationship with any Lender or participant, and no implied covenants, functions, responsibilities, duties, obligations or liabilities sha ll be read into this Agreement or any other Loan Document or otherwise exist against the Administrative Agent.  Without limiting the generality of the foregoing sentence, the use of the term “agent” herein and in the other Loan Documents with reference to the Administrative Agent is not intended to connote any fiduciary or other implied (or express) obligations arising under agency doctrine of any applicable law.  Instead, such term is used merely as a matter of market custom, and is intended to create or reflect only an administrative relationship between independent contracting parties.

Section 7.02

Delegation of Duties.  The Administrative Agent may execute any of its duties under this Agreement or any other Loan Document by or through agents, employees or attorneys-in-fact and shall be entitled to advice of counsel and other consultants or experts concerning all matters pertaining to such duties.  The Administrative Agent shall not be responsible for the negligence or misconduct of any agent or attorney-in-fact that it selects in the absence of gross negligence or willful misconduct.

Section 7.03

Liability of Agent.  No Agent-Related Person shall (a) be liable for any action taken or omitted to be taken by any of them under or in connection with this Agreement or any other Loan Document or the transactions contemplated hereby (except for its own gross negligence or willful misconduct in connection with its duties expressly set forth herein), or (b) be responsible in any manner to any Lender or participant for any recital, statement, representation or warranty made by any Loan Party or any officer thereof, contained herein or in any other Loan Document, or in any certificate, report, statement or other document referred to or provided for in, or received by the Administrative Agent under or in connection with, this Agreement or any other Loan Document, or the validity, effectiveness, genuineness, enforceability or sufficiency of this Agreement or any other Loan Documen t, or for any failure of any Loan Party or any other party to any Loan Document to perform its obligations hereunder or thereunder.  No Agent-Related Person shall be under any obligation to any Lender or participant to ascertain or to inquire as to the observance or performance of any of the agreements contained in, or conditions of, this Agreement or any other Loan Document, or to inspect the properties, books or records of any Loan Party or any Affiliate thereof.

Section 7.04

Reliance by Agent.  (a)  The Administrative Agent shall be entitled to rely, and shall be fully protected in relying, upon any writing, communication, signature, resolution, representation, notice, consent, certificate, affidavit, letter, telegram, facsimile, telex or telephone message, electronic mail message, statement or other document or conversation believed by it to be genuine and correct and to have been signed, sent or made by the proper Person or Persons, and upon advice and statements of legal counsel (including counsel to any Loan Party), independent accountants and other experts selected by the Administrative Agent, as applicable.  The Administrative Agent shall be fully justified in failing or refusing to take any action under any Loan Document unless it shall first receive such advice or concurrence of the Required Lenders as it deems appropriate and, if it so r equests,

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it shall first be indemnified to its satisfaction by the Lenders against any and all liability and expense which may be incurred by it by reason of taking or continuing to take any such action.  The Administrative Agent shall in all cases be fully protected in acting, or in refraining from acting, under this Agreement or any other Loan Document in accordance with a request or consent of the Required Lenders (or such greater number of Lenders as may be expressly required hereby in any instance) and such request and any action taken or failure to act pursuant thereto shall be binding upon all the Lenders.

(b)

For purposes of determining compliance with the conditions specified in Section 3.01, each Lender that has signed this Agreement shall be deemed to have consented to, approved or accepted or to be satisfied with, each document or other matter required thereunder to be consented to or approved by or acceptable or satisfactory to a Lender unless the Administrative Agent shall have received notice from such Lender prior to the Effective Date specifying its objection thereto.

Section 7.05

Notice of Default.  The Administrative Agent shall not be deemed to have knowledge or notice of the occurrence of any Default, except with respect to defaults in the payment of principal, interest and fees required to be paid to the Administrative Agent for the account of the Lenders, unless the Administrative Agent shall have received written notice from a Lender or the Borrower referring to this Agreement, describing such Default and stating that such notice is a “Notice of Default” (a “Notice of Default”).  The Administrative Agent will notify the Lenders of its receipt of any such notice.  The Administrative Agent, in consultation with the Initial Lenders, shall take such action with respect to such Default as may be directed by the Required Lenders in accordance with Article VI; provided, however, that unless and until the Ad ministrative Agent has received any such direction, it may (but shall not be obligated to) take such action, or refrain from taking such action, in each case, in consultation with the Initial Lenders, with respect to such Default as it shall deem advisable or in the best interest of the Lenders.

Section 7.06

Credit Decision; Disclosure of Information by Agent.  Each Lender acknowledges that no Agent-Related Person has made any representation or warranty to it, and that no act by the Administrative Agent hereafter taken, including any consent to and acceptance of any assignment or review of the affairs of any Loan Party or any Affiliate thereof, shall be deemed to constitute any representation or warranty by any Agent-Related Person to any Lender as to any matter, including whether Agent-Related Persons have disclosed material information in their possession.  Each Lender represents to the Administrative Agent that it has, independently and without reliance upon any Agent-Related Person and based on such documents and information as it has deemed appropriate, made its own appraisal of and investigation into the business, prospects, operations, property, financial and other condition an d creditworthiness of the Loan Parties and their respective Subsidiaries, and all applicable bank or other regulatory Laws relating to the transactions contemplated hereby, and made its own decision to enter into this Agreement and to extend credit to the Borrower hereunder.  Each Lender also represents that it will, independently and without reliance upon any Agent-Related Person and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit analysis, appraisals and decisions in taking or not taking action under this Agreement and the other Loan Documents, and to make such investigations as it deems necessary to inform itself as to the business, prospects, operations, property, financial and other condition and creditworthiness of the Borrower.  Except for notices, reports and other documents expressly required to be furnished to the Lenders by the Administrative Agent herein, the Administrative Agent shall not have any duty or responsibility to provide any Lender with any credit or other information concerning the business, prospects, operations, property, financial and other condition or creditworthiness of any of the Loan Parties or any of their respective Affiliates which may come into the possession of any Agent-Related Person.

Section 7.07

Indemnification of Agent.  Whether or not the transactions contemplated hereby are consummated, the Lenders shall indemnify upon demand each Agent-Related Person (to the

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extent not reimbursed by or on behalf of any Loan Party and without limiting the obligation of any Loan Party to do so), pro rata, and hold harmless each Agent-Related Person from and against any and all Indemnified Liabilities incurred by it; provided, however, that no Lender shall be liable for the payment to any Agent-Related Person of any portion of such Indemnified Liabilities to the extent determined in a final, nonappealable judgment by a court of competent jurisdiction to have resulted primarily from such Agent-Related Person’s own gross negligence or willful misconduct; provided, however, that no action taken in accordance with the directions of the Required Lenders shall be deemed to constitute gross negligence or willful misconduct for purposes of this Section.  Without limitation of the foregoing, each Lender shall reimburse the Administrative Agent upon demand for i ts ratable share of any costs or out-of-pocket expenses (including Attorney Costs) incurred by the Administrative Agent in connection with the preparation, execution, delivery, administration, modification, amendment or enforcement (whether through negotiations, legal proceedings or otherwise) of, or legal advice in respect of rights or responsibilities under, this Agreement, any other Loan Document, or any document contemplated by or referred to herein, to the extent that the Administrative Agent is not reimbursed for such expenses by or on behalf of the Borrower.  The undertaking in this Section shall survive termination of the Commitments, the payment of all other Obligations and the resignation of the Administrative Agent.  In the case of an investigation, litigation or other proceeding to which the indemnity in this Section 7.07 applies, such indemnity shall be effective whether or not such investigation, litigation or proceeding is brought by any Lender, its directors, shareholders or cr editors and whether or not the transactions contemplated hereby are consummated.

Section 7.08

Agent in Its Individual Capacity.  DDJ and its respective Affiliates may make loans to, issue letters of credit for the account of, accept deposits from, acquire equity interests in and generally engage in any kind of banking, trust, financial advisory, underwriting or other business with each of the Loan Parties and their respective Affiliates as though DDJ was not the Administrative Agent hereunder, and without notice to or consent of the Lenders.  The Lenders acknowledge that, pursuant to such activities, DDJ and its respective Affiliates may receive information regarding any Loan Party or its Affiliates (including information that may be subject to confidentiality obligations in favor of such Loan Party or such Affiliate) and acknowledge that DDJ and its respective Affiliates shall be under no obligation to provide such information to them.  With respect to its Advances, DDJ and its respective Affiliates shall have the same rights and powers under this Agreement as any other Lender and may exercise such rights and powers as though it were not the Administrative Agent, and the terms “Lender” and “Lenders” shall include DDJ in its individual capacity.

Section 7.09

Successor Agent.  

(a)

The Administrative Agent may resign from acting in such capacity upon 10 days’ notice to the Lenders and the Borrower.  If the Administrative Agent resigns under this Agreement, the Required Lenders shall appoint from among the Lenders a successor agent for the Lenders.  If no successor agent is appointed prior to the effective date of the resignation of the Administrative Agent, the Administrative Agent may appoint, after consulting with the Lenders, a successor agent from among the Lenders.  Upon the acceptance of its appointment as successor agent hereunder, the Person acting as such successor agent shall succeed to all the rights, powers and duties of the retiring Agent and the term “Agent” shall mean such successor agent, and the retiring Agent’s appointment, powers and duties as Agent shall be terminated without any other or further act or deed on the part of such retiring Agent.  After any retiring Agent’s resignation hereunder as Agent, the provisions of this Article VII and Section 10.04 shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Agent under this Agreement.  If no successor agent has accepted appointment as Agent by the date which is 10 days following a retiring Agent’s notice of resignation, the retiring Agent’s resignation shall nevertheless thereupon become effective and the Lenders shall perform all of the duties of the

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Administrative Agent hereunder until such time, if any, as the Required Lenders appoint a successor agent as provided for above.

(b)

The initial Administrative Agent shall be permitted at any time during the term of this Agreement to appoint an agent to act as a sub-agent of the Administrative Agent to the extent not reasonably objected to by the Required Lenders.

Section 7.10

Proofs of Claim.  In case of the pendency of any receivership, insolvency, liquidation, bankruptcy, reorganization, arrangement, adjustment, composition or other judicial proceeding relative to any Loan Party, the Administrative Agent (irrespective of whether the principal of any Advance shall then be due and payable as herein expressed or by declaration or otherwise and irrespective of whether the Administrative Agent shall have made any demand on the Borrower) shall be entitled and empowered, by intervention in such proceeding or otherwise:

(a)

to file and prove a claim for the whole amount of the principal and interest owing and unpaid in respect of the Advances and all other Obligations that are owing and unpaid and to file such other documents as may be necessary or advisable in order to have the claims of the Lenders and the Administrative Agent (including any claim for the reasonable compensation, expenses, disbursements and advances of the Lenders and the Administrative Agent and its respective agents and counsel and all other amounts due the Lenders and the Administrative Agent under Sections 2.08 and 10.04) allowed in such judicial proceeding; and

(b)

to collect and receive any monies or other property payable or deliverable on any such claims and to distribute the same;

and any custodian, receiver, assignee, trustee, liquidator, sequestrator or other similar official in any such judicial proceeding is hereby authorized by each Lender to make such payments to the Administrative Agent and, in the event that the Administrative Agent shall consent to the making of such payments directly to the Lenders, to pay to the Administrative Agent any amount due for the reasonable compensation, expenses, disbursements and advances of the Administrative Agent and its agents and counsel, and any other amounts due to the Administrative Agent under Sections 2.08 and 10.04.

Nothing contained herein shall be deemed to authorize the Administrative Agent to authorize or consent to or accept or adopt on behalf of any Lender any plan of reorganization, arrangement, adjustment or composition affecting the Obligations or the rights of any Lender or to authorize the Administrative Agent to vote in respect of the claim of any Lender in any such proceeding.

Section 7.11

Collateral and Guaranty Matters.  The Lenders irrevocably authorize the Administrative Agent, at its option and in its discretion,

(a)

to release any Lien on any property granted to or held by the Administrative Agent under any Loan Document (i) upon termination of the Commitments and payment in full of all Obligations (other than contingent indemnification obligations), (ii) that is sold or to be sold as part of or in connection with any sale permitted hereunder or under any other Loan Document, or (iii) subject to Section 10.01, if approved, authorized or ratified in writing by the Required Lenders;

(b)

to subordinate any Lien on any property granted to or held by the Administrative Agent under any Loan Document to the holder of any Lien on such property that is permitted by Section 5.02(a);

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(c)

to release any Guarantor from its obligations under the Guaranty if such Person ceases to be a Subsidiary as a result of a transaction permitted hereunder or if all of such Person’s assets are sold or liquidated as permitted under the terms of the Loan Documents and the proceeds thereof are distributed to the Borrower; and

(d)

to acquire, hold and enforce any and all Liens on Collateral granted by and of the Loan Parties to secure any of the Secured Obligations, together with such other powers and discretion as are reasonably incidental thereto.

Upon request by the Administrative Agent at any time, the Required Lenders (acting on behalf of all the Lenders) will confirm in writing that the Administrative Agent’s authority to release Liens or subordinate the interests of the Secured Parties in particular types or items of property, or to release any Guarantor from its obligations under the Guaranty pursuant to this Section 7.11.

Section 7.12

Quebec Security.  For the purposes of the grant of security under the laws of the Province of Quebec which may now or in the future be required to be provided by any Loan Party, the Administrative Agent is hereby irrevocably authorized and appointed to act as the holder of an irrevocable power of attorney (fondé de pouvoir) (within the meaning of Article 2692 of the Civil Code of Quebec) in order to hold any hypothec granted under the laws of the Province of Quebec as security for any debenture, bond or other title of indebtedness that may be issued by any Loan Party pursuant to a deed of hypothec and to exercise such rights and duties as are conferred upon a fondé de pouvoir under the relevant deed of hypothec and applicable laws (with the power to delegate any such rights or duties).  Moreover, in respect of any pledge by any Loan Party of any such debenture, bond or o ther title of indebtedness as security for the Secured Obligations of such Loan Party, the Administrative Agent shall also be authorized to hold such debenture, bond or other title of indebtedness as agent and pledgee for its own account and for the benefit of all Secured Parties, the whole notwithstanding the provisions of section 32 of An Act respecting the Special Powers of Legal Persons (Quebec).  The execution prior to the date hereof by the Administrative Agent of any deed of hypothec or other security documents made pursuant to the laws of the Province of Quebec, is hereby ratified and confirmed.  Any person who becomes a Lender or successor Administrative Agent shall be deemed to have consented to and ratified the foregoing appointment of the Administrative agent as fondé de pouvoir, agent and mandatory on behalf of all Secured Parties, including such person.  For greater certainty, the Administrative Agent, acting as the holder of an irrevocable power of attorney (fondé de p ouvoir), shall have the same rights, powers, immunities, indemnities and exclusions from liability as are prescribed in favour of its Administrative Agent in this Agreement, which shall apply mutatis mutandis.  In the event of the resignation and appointment of a successor Administrative Agent, such successor Administrative Agent shall also act as the holder of an irrevocable power of attorney (fondé de pouvoir).

ARTICLE VIII

SUBSIDIARY GUARANTY

Section 8.01

Subsidiary Guaranty.  Each Guarantor, severally, unconditionally and irrevocably guarantees (the undertaking by each Guarantor under this Article VIII being the “Guaranty”) the punctual payment when due, whether at scheduled maturity or at a date fixed for prepayment or by acceleration, demand or otherwise, of all of the Obligations of each of the other Loan Parties now or hereafter existing under or in respect of the Loan Documents (including, without limitation, any extensions, modifications, substitutions, amendments or renewals of any or all of the foregoing Obligations), whether direct or indirect, absolute or contingent, and whether for principal, interest, premium, fees, indemnification payments, contract causes of action, costs, expenses or otherwise (such Obligations being the “Guaranteed Obligations”), and agrees to pay any and all expen ses (including,

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without limitation, reasonable fees and expenses of counsel) incurred by the Administrative Agent or any of the other Secured Parties solely in enforcing any rights under this Guaranty.  Without limiting the generality of the foregoing, each Guarantor’s liability shall extend to all amounts that constitute part of the Guaranteed Obligations and would be owed by any of the other Loan Parties to the Administrative Agent or any of the other Secured Parties under or in respect of the Loan Documents but for the fact that they are unenforceable or not allowable due to the existence of a bankruptcy, reorganization or similar proceeding involving such other Loan Party.

Section 8.02

Guaranty Absolute.  Each Guarantor guarantees that the Guaranteed Obligations will be paid strictly in accordance with the terms of the Loan Documents, regardless of any law, regulation or order now or hereafter in effect in any jurisdiction affecting any of such terms or the rights of the Administrative Agent or any other Secured Party with respect thereto.  The Obligations of each Guarantor under this Guaranty are independent of the Guaranteed Obligations or any other Obligations of any Loan Party under the Loan Documents, and a separate action or actions may be brought and prosecuted against such Guarantor to enforce this Guaranty, irrespective of whether any action is brought against any other Loan Party or whether any other Loan Party is joined in any such action or actions.  The liability of each Guarantor under this Guaranty shall be absolute, unconditional and irrevoc able irrespective of, and such Guarantor hereby irrevocably waives any defenses it may now or hereafter have in any way relating to, any and all of the following:

(a)

any lack of validity or enforceability of any Loan Document or any other agreement or instrument relating thereto;

(b)

any change in the time, manner or place of payment of, or in any other term of, all or any of the Guaranteed Obligations or any other Obligations of any Loan Party under the Loan Documents, or any other amendment or waiver of or any consent to departure from any Loan Document, including, without limitation, any increase in the Guaranteed Obligations resulting from the extension of additional credit to any Loan Party or any of its Subsidiaries or otherwise;

(c)

any taking, exchange, release or nonperfection of any Collateral, or any taking, release or amendment or waiver of or consent to departure from any Subsidiary Guaranty or any other guaranty, for all or any of the Guaranteed Obligations;

(d)

any manner of application of Collateral, or proceeds thereof, to all or any of the Guaranteed Obligations, or any manner of sale or other disposition of any Collateral for all or any of the Guaranteed Obligations or any other Obligations of any Loan Party under the Loan Documents, or any other property and assets of any other Loan Party or any of its Subsidiaries;

(e)

any change, restructuring or termination of the corporate structure or existence of any other Loan Party or any of its Subsidiaries;

(f)

any failure of the Administrative Agent or any other Secured Party to disclose to any Loan Party any information relating to the financial condition, operations, properties or prospects of any other Loan Party now or hereafter known to the Administrative Agent or such other Secured Party, as the case may be (such Guarantor waiving any duty on the part of the Secured Parties to disclose such information);

(g)

the failure of any other Person to execute this Guaranty or any other guarantee or agreement of the release or reduction of the liability of any of the other Loan Parties or any other guarantor or surety with respect to the Guaranteed Obligations; or

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(h)

any other circumstance (including, without limitation, any statute of limitations or any existence of or reliance on any representation by the Administrative Agent or any other Secured Party) that might otherwise constitute a defense available to, or a discharge of, such Guarantor, any other Loan Party or any other guarantor or surety other than payment in full in cash of the Guaranteed Obligations.

This Guaranty shall continue to be effective or be reinstated, as the case may be, if at any time any payment of any of the Guaranteed Obligations is rescinded or must otherwise be returned by the Administrative Agent or any other Secured Party or by any other Person upon the insolvency, bankruptcy or reorganization of any other Loan Party or otherwise, all as though such payment had not been made.

Section 8.03

Waivers and Acknowledgments.  (a)  Each Guarantor hereby unconditionally and irrevocably waives promptness, diligence, notice of acceptance and any other notice with respect to any of the Guaranteed Obligations and this Guaranty, and any requirement that the Administrative Agent or any other Secured Party protect, secure, perfect or insure any Lien or any property or assets subject thereto or exhaust any right or take any action against any other Loan Party or any other Person or any Collateral.

(a)

Each Guarantor hereby unconditionally waives any right to revoke this Guaranty, and acknowledges that this Guaranty is continuing in nature and applies to all Guaranteed Obligations, whether existing now or in the future.

(b)

Each Guarantor hereby unconditionally and irrevocably waives (i) any defense arising by reason of any claim or defense based upon an election of remedies by the Secured Parties which in any manner impairs, reduces, releases or otherwise adversely affects the subrogation, reimbursement, exoneration, contribution or indemnification rights of such Guarantor or other rights to proceed against any of the other Loan Parties, any other guarantor or any other Person or any Collateral, and (ii) any defense based on any right of setoff or counterclaim against or in respect of such Guarantor’s obligations hereunder.

(c)

Each Guarantor acknowledges that it will receive substantial direct and indirect benefits from the financing arrangements contemplated by the Loan Documents and that the waivers set forth in Section 8.02 and this Section 8.03 are knowingly made in contemplation of such benefits.

Section 8.04

Subrogation.  Each Guarantor hereby unconditionally and irrevocably agrees not to exercise any rights that it may now have or may hereafter acquire against any other Loan Party that arise from the existence, payment, performance or enforcement of its Obligations under this Guaranty or under any other Loan Document, including, without limitation, any right of subrogation, reimbursement, exoneration, contribution or indemnification and any right to participate in any claim or remedy of the Administrative Agent or any other Secured Party against such other Loan Party or any Collateral, whether or not such claim, remedy or right arises in equity or under contract, statute or common law, including, without limitation, the right to take or receive from such other Loan Party, directly or indirectly, in cash or other property or by set-off or in any other manner, payment or security on account of such claim, remedy or right, until such time as all of the Guaranteed Obligations and all other amounts payable under this Guaranty shall have been paid in full in cash and the Commitments shall have expired or terminated.  If any amount shall be paid to any Guarantor in violation of the immediately preceding sentence at any time prior to the latest of (a) the payment in full in cash of all of the Guaranteed Obligations and all other amounts payable under this Guaranty and (b) the Termination Date, such amount shall be held in trust for the benefit of the Administrative Agent and the other Secured Parties and shall forthwith be paid to the Administrative Agent to be credited and applied to the Guaranteed Obligations and all other amounts payable under this Guaranty, whether matured or

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unmatured, in accordance with the terms of the Loan Documents, or to be held as Collateral for any Guaranteed Obligations or other amounts payable under this Guaranty thereafter arising.  If (i) any Guarantor shall pay to the Administrative Agent all or any part of the Guaranteed Obligations, (ii) all of the Guaranteed Obligations and all other amounts payable under this Guaranty shall have been paid in full in cash, and (iii) the Termination Date shall have occurred, the Administrative Agent and the other Secured Parties will, at such Guarantor’s request and expense, execute and deliver to such Guarantor appropriate documents, without recourse and without representation or warranty, necessary to evidence the transfer of subrogation to such Guarantor of an interest in the Guaranteed Obligations resulting from the payment made by such Guarantor.

Section 8.05

Additional Guarantors.  Upon the execution and delivery by any Person of a guaranty joinder agreement in substantially the form of Exhibit G hereto (each, a “Guaranty Supplement”), (i) such Person shall be referred to as an “Additional Guarantor” and shall become and be a Guarantor hereunder, and each reference in this Guaranty to a “Guarantor” shall also mean and be a reference to such Additional Guarantor, and each reference in any other Loan Document to a “Guarantor” shall also mean and be a reference to such Additional Guarantor, and (ii) each reference herein to “this Guaranty”, “hereunder”, “hereof” or words of like import referring to this Guaranty, and each reference in any other Loan Document to the “Guaranty”, “thereunder”, “thereof” or words of like import ref erring to this Guaranty, shall include each such duly executed and delivered Guaranty Supplement.

Section 8.06

Continuing Guarantee; Assignments.  This Guaranty is a continuing guaranty and shall (a) remain in full force and effect until the latest of (i) the payment in full in cash of all of the Guaranteed Obligations and all other amounts payable under this Guaranty and (ii) the Termination Date, (b) be binding upon each Guarantor and its successors and assigns and (c) inure to the benefit of, and be enforceable by, the Administrative Agent and the other Secured Parties and their respective successors, transferees and assigns.  Without limiting the generality of clause (c) of the immediately preceding sentence, any Lender may assign or otherwise transfer all or any portion of its rights and obligations under this Agreement (including, without limitation, all or any portion of its Commitment or Commitments, the Advances owing to it and the Notes held by it) t o any other Person, and such other Person shall thereupon become vested with all the benefits in respect thereof granted to such Lender under this Article VIII or otherwise, in each case as provided in Section 10.07.

Section 8.07

No Reliance.  Each Guarantor has, independently and without reliance upon the Administrative Agent or any Lender and based on such documents and information as it has deemed appropriate, made its own credit analysis and decision to enter into this Guaranty and each other Loan Document to which it is or is to be a party, and such Guarantor has established adequate means of obtaining from each other Loan Party on a continuing basis information pertaining to, and is now and on a continuing basis will be completely familiar with, the business, condition (financial or otherwise), operations, performance, properties and prospects of such other Loan Party.

Section 8.08

Indemnification.  In addition to the guarantees set forth in Article 8, and without duplication of any amounts payable under Section 10.04, each Guarantor agrees to indemnify and save the Administrative Agent and each of the other Secured Parties harmless from and against all costs, losses, expenses and damages it may suffer as a result or consequence of the Borrower’s default in the payment of any of the present and future Obligations whatsoever and however incurred (whether direct or indirect, absolute or contingent, matured or unmatured and whether as principal debtor, guarantor or surety including, for greater certainty, all interest, principal, costs, fees and reimbursement and indemnity obligations) of the Borrower to any of the Secured Parties under the Credit Agreement or any other Loan Document to which any Borrower is a party (the “Indemnified Obligatio ns”) or any inability by the Administrative Agent or any of the other Secured Parties to recover the ultimate balance due or remaining unpaid to the Administrative Agent or any of the other Secured Parties in respect of the Indemnified

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Obligations (including without limitation, reasonable legal fees incurred by or on behalf of the Administrative Agent or any other Secured Party resulting from any action instituted on the basis of the guaranty set forth in this Article 8) for any reason whatsoever, including (without limitation) as a result of any Loan Document or Indemnified Obligation being or becoming void, voidable or unenforceable.

Section 8.09

Parallel Debt Obligations.

(a)

Each Debtor hereby irrevocably and unconditionally undertakes (such undertaking and the obligations and liabilities which are a result thereof, hereinafter being referred to as its "Parallel Debt") to pay to the Administrative Agent an amount equal to and in the currency of the aggregate amount payable by it to any Secured Party under any Loan Document (the "Principal Obligations") in accordance with the terms and conditions of such Principal Obligations.  The Parallel Debt of each Debtor shall become due and payable as and when its Principal Obligations become due and payable.

(b)

Each of the parties hereto acknowledges that (i) the Parallel Debt of each Debtor (a) constitutes an undertaking, obligation and liability of such Debtor to the Administrative Agent (in its personal capacity and not in its capacity as agent) which is separate and independent from, and without prejudice to, its Principal Obligations and (b) represents the Administrative Agent's own claim to receive payment of such Parallel Debt from such Debtor and (ii) the Security created under the Loan Documents to secure the Parallel Debt is granted to the Administrative Agent in its capacity as sole creditor of the Parallel Debt.

(c)

Each of the parties hereto agrees that (i) the Parallel Debt of each Debtor shall be decreased if and to the extent that its Principal Obligations have been paid or in the case of guarantee obligations discharged, (ii) the Principal Obligations of each Debtor shall be decreased if and to the extent that its Parallel Debt has been paid or in the case of guarantee obligations discharged, and (iii) the amount payable under the Parallel Debt of each Obligor shall at no time exceed the amount payable under its Principal Obligations.

(d)

Any amount received or recovered by the Administrative Agent in respect of a Parallel Debt (including, but not limited to, enforcement proceeds) shall be applied in accordance with the terms of this Agreement subject to limitations (if any) expressly provided for in the  Dutch Pledge Agreement.  

(e)

The rights of the Secured Parties (other than the Administrative Agent) to receive payment of the Principal Obligations of each Debtor are several and separate and independent from, and without prejudice to, the rights of the Administrative Agent to receive payment under the Parallel Debt.

ARTICLE IX

SECURITY

Section 9.01

Grant of Security.  To induce the Lenders to make the Advances and the DIP Term Noteholders to purchase DIP Term Notes under the DIP Term Note Purchase Agreement each Loan Party hereby grants to the Administrative Agent, for itself and for the ratable benefit of the Secured Parties, as security for the full and prompt payment when due (whether at stated maturity, by acceleration or otherwise) of the Obligations of such Loan Party under the Loan Documents, and each agreement or instrument delivered by any Loan Party pursuant to the foregoing (whether direct or indirect, absolute or contingent, and whether for principal, reimbursement obligations, interest, fees, premiums, penalties, indemnifications, contract causes of action, costs, expenses or otherwise) (collectively, the “Secured

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Obligations”) a continuing first priority Lien and security interest (subject only to certain Liens permitted pursuant to Section 5.02(a) and the Carve-Out as set forth in Section 2.17) in accordance with subsections 364(c)(2) and (3) and 364(d)(1) of the U.S. Bankruptcy Code and the Canadian CCAA Orders in and to all Collateral of such Loan Party.  “Collateral” means, except as otherwise specified in the DIP Financing Order, all of the property and assets of each Loan Party and its estate, real and personal, tangible and intangible, whether now owned or hereafter acquired or arising and regardless of where located, including but not limited to:

(a)

all Equipment;

(b)

all Inventory;

(c)

all Accounts (and any and all such supporting obligations, security agreements, mortgages, Liens, leases, letters of credit and other contracts being the “Related Contracts”);

(d)

all General Intangibles;

(e)

the following (the “Security Collateral”):

(i)

the Initial Pledged Equity and the certificates, if any, representing the Initial Pledged Equity, and all dividends, distributions, return of capital, cash, instruments and other property from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all of the Initial Pledged Equity and all subscription warrants, rights or options issued thereon or with respect thereto;

(ii)

the Initial Pledged Debt and the instruments, if any, evidencing the Initial Pledged Debt, and all interest, cash, instruments and other property from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all of the Initial Pledged Debt;

(iii)

all additional shares of stock and other Equity Interests from time to time acquired by such Loan Party in any manner (such shares and other Equity Interests, together with the Initial Pledged Equity, being the “Pledged Equity”), and the certificates, if any, representing such additional shares or other Equity Interests, and all dividends, distributions, return of capital, cash, instruments and other property from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all of such shares or other Equity Interests and all subscription warrants, rights or options issued thereon or with respect thereto;

(iv)

all additional indebtedness from time to time owed to such Loan Party (such indebtedness, together with the Initial Pledged Debt, being the “Pledged Debt”) and the instruments, if any, evidencing such indebtedness, and all interest, cash, instruments and other property from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all of such indebtedness; and

(v)

all other investment property (including, without limitation, all (A) securities, whether certificated or uncertificated, (B) security entitlements, (C) securities accounts, (D) commodity contracts and (E) commodity accounts) in which such Loan Party has now, or acquires from time to time hereafter, any right, title or interest in any manner, and the certificates or instruments, if any, representing or evidencing such investment property, and all dividends, distributions, return of capital,

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interest, distributions, value, cash, instruments and other property from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all of such investment property and all subscription warrants, rights or options issued thereon or with respect thereto (the “Pledged Investment Property”);

(f)

the following (collectively, the “Account Collateral”):

(i)

all deposit and other bank accounts and all funds and financial assets from time to time credited thereto (including, without limitation, all Cash Equivalents), all interest, dividends, distributions, cash, instruments and other property from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all of such funds and financial assets, and all certificates and instruments, if any, from time to time representing or evidencing such accounts;

(ii)

all promissory notes, certificates of deposit, deposit accounts, checks and other instruments from time to time delivered to or otherwise possessed by the Administrative Agent for or on behalf of such Loan Party, including, without limitation, those delivered or possessed in substitution for or in addition to any or all of the then existing Account Collateral; and

(iii)

all interest, dividends, distributions, cash, instruments and other property from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all of the then existing Account Collateral;

(g)

the following (collectively, the “Intellectual Property”):

(i)

all patents, patent applications, utility models and statutory invention registrations, all inventions claimed or disclosed therein and all improvements thereto (“Patents”);

(ii)

all trademarks, service marks, domain names, trade dress, logos, designs, slogans, trade names, business names, corporate names and other source identifiers, whether registered or unregistered (provided that no security interest shall be granted in United States intent-to-use trademark applications to the extent that, and solely during the period in which, the grant of a security interest therein would impair the validity or enforceability of such intent-to-use trademark applications under applicable federal law), together, in each case, with the goodwill symbolized thereby (“Trademarks”);

(iii)

all copyrights, including, without limitation, copyrights in Computer Software, internet web sites and the content thereof, whether registered or unregistered (“Copyrights”);

(iv)

all computer software, programs and databases (including, without limitation, source code, object code and all related applications and data files), firmware and documentation and materials relating thereto, together with any and all maintenance rights, service rights, programming rights, hosting rights, test rights, improvement rights, renewal rights and indemnification rights and any substitutions, replacements, improvements, error corrections, updates and new versions of any of the foregoing (“Computer Software”);

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(v)

all confidential and proprietary information, including, without limitation, know-how, trade secrets, manufacturing and production processes and techniques, inventions, research and development information, databases and data, including, without limitation, technical data, financial, marketing and business data, pricing and cost information, business and marketing plans and customer and supplier lists and information (collectively, “Trade Secrets”), and all other intellectual, industrial and intangible property of any type, including, without limitation, industrial designs and mask works;

(vi)

all registrations and applications for registration for any of the foregoing, including, without limitation, those registrations and applications for registration in the United States (other than patent applications) set forth in Schedule II hereto (as such Schedule II may be supplemented from time to time), executed by such Loan Party to the Administrative Agent from time to time), together with all reissues, divisions, continuations, continuations-in-part, extensions, renewals and reexaminations thereof;

(vii)

all tangible embodiments of the foregoing, all rights in the foregoing provided by international treaties or conventions, all rights corresponding thereto throughout the world and all other rights of any kind whatsoever of such Loan Party accruing thereunder or pertaining thereto;

(viii)

all agreements, permits, consents, orders and franchises relating to the license, development, use or disclosure of any of the foregoing to which such Loan Party, now or hereafter, is a party or a beneficiary, including, without limitation, the material and key agreements not entered into in the ordinary course of business set forth in Schedule III hereto (such scheduled agreements, the “IP Agreements”); and

(ix)

any and all claims for damages and injunctive relief for past, present and future infringement, dilution, misappropriation, violation, misuse or breach with respect to any of the foregoing, with the right, but not the obligation, to sue for and collect, or otherwise recover, such damages;

(h)

all of the right, title and interest of the Loan Parties in all real property the title to which is held by the Loan Parties, or the possession of which is held by the Loan Parties pursuant to leasehold interest, and in all such leasehold interests, together in each case with all of the right, title and interest of the Loan Parties in and to all buildings, improvements, and fixtures related thereto, any lease or sublease thereof, all general intangibles relating thereto and all proceeds thereof (collectively, the “Real Property Collateral”);

(i)

all proceeds of licenses granted to the Loan Parties by the Federal Communications Commission;

(j)

all books and records (including, without limitation, customer lists, credit files, printouts and other computer output materials and records) of such Loan Party pertaining to any of the Collateral; and

(k)

all proceeds of, collateral for, income, royalties and other payments now or hereafter due and payable with respect to, and supporting obligations relating to, any and all of the Collateral (including, without limitation, proceeds, collateral and supporting obligations that constitute property of the types described in clauses (a) through (j) of this Section 9.01 and this clause (k)) and, to the extent not otherwise included, all (A) payments under insurance (whether

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or not the Administrative Agent is the loss payee thereof), or any indemnity, warranty or guaranty, payable by reason of loss or damage to or otherwise with respect to any of the foregoing Collateral, (B) tort claims, including, without limitation, all commercial tort claims and (C) cash;

provided, however, that Collateral shall not include any Excluded Property.

Section 9.02

Further Assurances.  (a)  Each Loan Party agrees that from time to time, at the expense of such Loan Party, such Loan Party will promptly execute and deliver, or otherwise authenticate, all further instruments and documents, and take all further action that may be necessary or desirable, or that the Administrative Agent may reasonably request, in order to perfect and protect any pledge or security interest granted or purported to be granted by such Loan Party hereunder or to enable the Administrative Agent to exercise and enforce its rights and remedies hereunder with respect to any Collateral of such Loan Party.  Without limiting the generality of the foregoing, each Loan Party will promptly with respect to Collateral of such Loan Party:  (i) if any such Collateral shall be evidenced by a promissory note or other instrument or chattel paper, upon request of the Adm inistrative Agent, deliver and pledge to the Administrative Agent hereunder such note or instrument or chattel paper duly indorsed and accompanied by duly executed instruments of transfer or assignment, all in form and substance reasonably satisfactory to the Administrative Agent; (ii) execute or authenticate and file such financing or continuation statements, or amendments thereto, and such other instruments or notices, as may be necessary or desirable, or as the Administrative Agent may reasonably request, in order to perfect and preserve the security interest granted or purported to be granted by such Loan Party hereunder; (iii) at the request of the Administrative Agent, deliver to the Administrative Agent for benefit of the Secured Parties certificates representing Pledged Collateral that constitutes certificated securities, accompanied by undated stock or bond powers executed in blank; (iv) take all action necessary to ensure that the Administrative Agent has control of Pledged Collatera l and of Collateral consisting of deposit accounts, electronic chattel paper, letter-of-credit rights and transferable records as provided in Sections 9-104, 9-105, 9-106 and 9-107 of the UCC and in Section 16 of the Uniform Electronics Transactions Act, as in effect in the jurisdiction governing such transferable record; (v) at the request of the Administrative Agent, take all necessary action to ensure that the Administrative Agent’s security interest is noted on any certificate of ownership related to any Collateral evidenced by a certificate of ownership; (vi) at the reasonable request of the Administrative Agent, take commercially reasonable efforts to cause the Administrative Agent to be the beneficiary under all letters of credit that constitute Collateral, with the exclusive right to make all draws under such letters of credit, and with all rights of a transferee under Section 5-114(e) of the UCC; and (vii) deliver to the Administrative Agent evidence that all other action that the Administrative Agent may deem reasonably necessary or desirable in order to perfect and protect the security interest created by such Loan Party under this Agreement has been taken.  From time to time upon reasonable request by the Administrative Agent, each Loan Party will, at such Loan Party’s expense, cause to be delivered to the Administrative Agent, for the benefit of the Secured Parties, an opinion of counsel, from outside counsel reasonably satisfactory to the Administrative Agent, as to such matters relating to the transactions contemplated by this Article IX as the Administrative Agent may reasonably request.

(b)

Each Loan Party hereby authorizes the Administrative Agent to file one or more financing or continuation statements, and amendments thereto, including, without limitation, one or more financing statements indicating that such financing statements cover all assets or all personal property (or words of similar effect) of such Loan Party, in each case without the signature of such Loan Party, and regardless of whether any particular asset described in such financing statements falls within the scope of the UCC or the granting clause of this Agreement.  A photocopy or other reproduction of this Agreement or any financing statement covering the Collateral or any part thereof shall be sufficient as a financing statement where permitted by law.  Each Loan Party ratifies its authorization for the Administrative Agent

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to have filed such financing statements, continuation statements or amendments filed prior to the date hereof.

(c)

Each Loan Party will furnish to the Administrative Agent from time to time statements and schedules further identifying and describing the Collateral of such Loan Party and such other reports in connection with such Collateral as the Administrative Agent may reasonably request, all in reasonable detail.

(d)

Notwithstanding subsections (a) and (b) of this Section 9.02, or any failure on the part of any Loan Party or the Administrative Agent to take any of the actions set forth in such subsections, the Liens and security interests granted herein shall be deemed valid, enforceable and perfected by entry of the Interim DIP Order and the Final DIP Order, as applicable.  No financing statement, notice of lien, mortgage, deed of trust or similar instrument in any jurisdiction or filing office need be filed or any other action taken in order to validate and perfect the Liens and security interests granted by or pursuant to this Agreement, the Interim DIP Order or the Final DIP Order.

Section 9.03

Rights of Lender; Limitations on Lenders’ Obligations.  (a)  Subject to each Loan Party’s rights and duties under the Bankruptcy Codes (including Section 365 of the U.S. Bankruptcy Code), and anything herein to the contrary notwithstanding, (i) each Loan Party shall remain liable under the contracts and agreements included in such Loan Party’s Collateral to the extent set forth therein to perform all of its duties and obligations thereunder to the same extent as if this Agreement had not been executed, (ii) the exercise by the Administrative Agent of any of the rights hereunder shall not release any Loan Party from any of its duties or obligations under the contracts and agreements included in the Collateral and (iii) no Secured Party shall have any obligation or liability under the contracts and agreements included in the Collateral by reason of this Agreement or any other Loan Document, nor shall any Secured Party be obligated to perform any of the obligations or duties of any Loan Party thereunder or to take any action to collect or enforce any claim for payment assigned hereunder.

(b)

Except as otherwise provided in this subsection (b), each Loan Party will continue to collect, at its own expense, all amounts due or to become due such Loan Party under the Accounts and Related Contracts.  In connection with such collections, such Loan Party may take (and, upon the occurrence and during the continuance of an Event of Default, at the Administrative Agent’s direction, will take) such action as such Loan Party or the Administrative Agent may deem necessary or advisable to enforce collection of the Accounts and Related Contracts; provided, however, that, subject to any requirement of notice provided in the DIP Financing Order or in Section 6.01, the Administrative Agent shall have the right at any time, upon the occurrence and during the continuance of an Event of Default, to notify the obligors under any Accounts and Related Contracts of the assignm ent of such Accounts and Related Contracts to the Administrative Agent and to direct such obligors to make payment of all amounts due or to become due to such Loan Party thereunder directly to the Administrative Agent and, upon such notification and at the expense of such Loan Party, to enforce collection of any such Accounts and Related Contracts, to adjust, settle or compromise the amount or payment thereof, in the same manner and to the same extent as such Loan Party might have done, and to otherwise exercise all rights with respect to such Accounts and Related Contracts, including, without limitation, those set forth in Section 9-607 of the UCC.  Upon and during the exercise by the Administrative Agent on behalf of the Lenders of any of the remedies described in the proviso of the immediately preceding sentence, (i) any and all amounts and proceeds (including, without limitation, instruments) received by such Loan Party in respect of the Accounts and Related Contracts of such Loan Party sh all be received in trust for the benefit of the Administrative Agent hereunder, shall be segregated from other funds of such Loan Party and shall be forthwith paid over to the Administrative Agent in the same form as so received (with any necessary endorsement) to be deposited in a collateral account maintained with the Administrative Agent and applied as provided in Section 9.07(b) and (ii) such Loan Party will not adjust, settle or compromise the

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amount or payment of any Account or amount due on any Related Contract, release wholly or partly any obligor thereof, or allow any credit or discount thereon.  No Loan Party will permit or consent to the subordination of its right to payment under any of the Accounts and Related Contracts to any other indebtedness or obligations of the obligor thereof.

(c)

Each Initial Lender shall have the right to make test verification of the Accounts (other than Accounts that any Loan Party is required to maintain as “classified”) in any manner and through any medium that it considers advisable in its reasonable discretion, and each Loan Party agrees to furnish all such assistance and information as any Initial Lender may reasonably require in connection therewith.

Section 9.04

Covenants of the Loan Parties with Respect to Collateral.  Each Loan Party hereby covenants and agrees with the Administrative Agent that from and after the date of this Agreement and until the Secured Obligations (other than contingent indemnification obligations which are not then due and payable) are fully satisfied or cash collateralized:

(a)

Delivery and Control of Pledged Collateral.

(i)

All certificates or instruments representing or evidencing Pledged Collateral shall be delivered to and held by or on behalf of the Administrative Agent pursuant hereto at the request of the Administrative Agent, and shall be in suitable form for transfer by delivery, or shall be accompanied by duly executed instruments of transfer or assignment in blank, all in form and substance reasonably satisfactory to the Administrative Agent.  In addition, the Administrative Agent shall have the right at any time to exchange certificates or instruments representing or evidencing Pledged Collateral for certificates or instruments of smaller or larger denominations.

(ii)

With respect to any Pledged Collateral in which any Loan Party has any right, title or interest and that constitutes an uncertificated security, upon the request of the Administrative Agent such Loan Party will cause the issuer thereof either (i) to register the Administrative Agent as the registered owner of such security or (ii) to agree in an authenticated record with such Loan Party and the Administrative Agent that such issuer will comply with instructions with respect to such security originated by the Administrative Agent without further consent of such Loan Party, such authenticated record to be in form and substance reasonably satisfactory to the Administrative Agent.  With respect to any Pledged Collateral in which any Loan Party has any right, title or interest and that is not an uncertificated security, upon the request of the Administrative Agent, such Loan Party will notify each such issuer of Pledged Equity that such Pledged Equity is subject to the security interest granted hereunder.

(iii)

Except as provided in Section 9.07, such Loan Party shall be entitled to receive all cash dividends paid in respect of the Initial Pledged Collateral (other than liquidating or distributing dividends) with respect to the Initial Pledged Equity.  Any sums paid upon or in respect of any of the Pledged Equity upon the liquidation or dissolution of any issuer of any of the Initial Pledged Equity, any distribution of capital made on or in respect of any of the Initial Pledged Equity or any property distributed upon or with respect to any of the Initial Pledged Equity pursuant to the recapitalization or reclassification of the capital of any issuer of Initial Pledged Equity or pursuant to the reorganization thereof shall be delivered to the Administrative Agent to hold as collateral for the Secured Obligations.

(iv)

Except as provided in Section 9.07, such Loan Party will be entitled to exercise all voting, consent and corporate rights with respect to Pledged Equity; provided, however, that no vote shall be cast, consent given or right exercised or other action taken by such Loan Party

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which would impair the Pledged Collateral or which would be inconsistent in any material respect with or result in any violation of any provision of this Agreement or any other Loan Document or, without prior notice to the Administrative Agent, to enable or take any other action to permit any issuer of Pledged Equity to issue any stock or other equity securities of any nature or to issue any other securities convertible into or granting the right to purchase or exchange for any stock or other equity securities of any nature of any issuer of Pledged Equity other than issuances, transfers and grants to a Loan Party.

(v)

Such Loan Party shall not grant control over any investment property to any Person other than the Administrative Agent, except to the extent permitted pursuant to this Agreement.

(vi)

In the case of each Loan Party which is an issuer of Pledged Equity, such Loan Party agrees to be bound by the terms of this Agreement relating to the Pledged Equity issued by it and will comply with such terms insofar as such terms are applicable to it.

(b)

Maintenance of Records.  Such Loan Party will keep and maintain, at its own cost and expense, satisfactory and complete records of the Collateral, in all material respects, including, without limitation, a record of all payments received and all credits granted with respect to the Collateral and all other material dealings concerning the Collateral.  For the Administrative Agent’s further security, each Loan Party agrees that the Administrative Agent shall have a property interest in all of such Loan Party’s books and records pertaining to the Collateral and, upon the occurrence and during the continuation of an Event of Default, such Loan Party shall deliver and turn over any such books and records to the Administrative Agent or to its representatives at any time on demand of the Administrative Agent.

(c)

Indemnification With Respect to Collateral.  In any suit, proceeding or action brought by the Administrative Agent relating to any Collateral for any sum owing thereunder or to enforce any provision of any Collateral, such Loan Party will save, indemnify and keep the Secured Parties harmless from and against all expense, loss or damage suffered by the Secured Parties by reason of any defense, setoff, counterclaim, recoupment or reduction of liability whatsoever of the obligor thereunder, arising out of a breach by such Loan Party of any obligation thereunder or arising out of any other agreement, indebtedness or liability at any time owing to, or in favor of, such obligor or its successors from such Loan Party, and all such obligations of such Loan Party shall be and remain enforceable against and only against such Loan Party and shall not be enforceable against the A dministrative Agent.

(d)

Limitation on Liens on Collateral.  Such Loan Party will not create, permit or suffer to exist, and will defend the Collateral against and take such other action as is necessary to remove, any Lien on the Collateral except Liens permitted under Section 5.02(a) and will defend the right, title and interest of the Administrative Agent in and to all of such Loan Party’s rights under the Collateral against the claims and demands of all Persons whomsoever other than claims or demands arising out of Liens permitted under Section 5.02(a).

(e)

As to Intellectual Property Collateral.

(i)

Except as set forth in the last sentence of this clause (i), with respect to each item of its Intellectual Property Collateral, each Loan Party agrees to take, at its expense, all necessary steps, including, without limitation, in the U.S. Patent and Trademark Office, the U.S. Copyright Office and any other United States governmental authority, to (A) maintain the validity and enforceability of such Intellectual Property

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Collateral and maintain such Intellectual Property Collateral in full force and effect, and (B) pursue the registration and maintenance of each patent, trademark, or copyright registration or application, now or hereafter included in such Intellectual Property Collateral of such Loan Party, including, without limitation, the payment of required fees and taxes, the filing of responses to office actions issued by the U.S. Patent and Trademark Office, the U.S. Copyright Office or other governmental authorities, the filing of applications for renewal or extension, the filing of affidavits under Sections 8 and 15 of the U.S. Trademark Act, the filing of divisional, continuation, continuation-in-part, reissue and renewal applications or extensions, the payment of maintenance fees and the participation in interference, reexamination, opposition, cancellation, infringement and misappropriation p roceedings.  Except to the extent permitted pursuant to this Agreement, no Loan Party shall, without the written consent of the Administrative Agent, discontinue use of or otherwise abandon any Intellectual Property Collateral, or abandon any right to file an application for patent, trademark, or copyright, unless such Loan Party shall have previously determined that such use or the pursuit or maintenance of such Intellectual Property Collateral is no longer desirable in the conduct of such Loan Party’s business and that the loss thereof would not be reasonably likely to have a Material Adverse Effect, in which case, such Loan Party will give notice quarterly of any such abandonment to the Administrative Agent.

(ii)

Each Loan Party shall take all steps which it or the Administrative Agent deems reasonable and appropriate under the circumstances to preserve and protect each item of its Intellectual Property Collateral, including, without limitation, maintaining the quality of any and all products or services used or provided in connection with any of the Trademarks, consistent with the quality of the products and services as of the date hereof, and taking all steps necessary to ensure that all licensed users of any of the Trademarks use such consistent standards of quality.

(iii)

Each Loan Party agrees that should it obtain a material ownership interest in any item of the type set forth in Section 9.01(g) that is not on the date hereof a part of the Intellectual Property Collateral (“After-Acquired Intellectual Property”) (i) the provisions of this Agreement shall automatically apply thereto, and (ii) any such After-Acquired Intellectual Property and, in the case of trademarks, the goodwill symbolized thereby, shall automatically become part of the Intellectual Property Collateral subject to the terms and conditions of this Agreement with respect thereto.  At the end of each quarter, each Loan Party shall give prompt written notice to the Administrative Agent identifying the After-Acquired Intellectual Property (other than patent applications and trade secrets, the disclosure of which shall not be required until a pate nt is issued) acquired during such quarter, and such Loan Party shall execute and deliver to the Administrative Agent with such written notice, or otherwise authenticate, a Guaranty Supplement covering such After-Acquired Intellectual Property and any newly issued patents, which Guaranty Supplement may be recorded with the U.S. Patent and Trademark Office, the U.S. Copyright Office and any other governmental authorities necessary to perfect the security interest hereunder in such After-Acquired Intellectual Property.

Section 9.05

Performance by Agent of the Loan Parties’ Obligations.  (a)  Administrative Agent Appointed Attorney-in-Fact.  Each Loan Party hereby irrevocably appoints the Administrative Agent such Loan Party’s attorney-in-fact after the occurrence and during the continuance of an Event of Default, with full authority in the place and stead of such Loan Party and in the name of such Loan Party or otherwise, from time to time, in the Administrative Agent’s discretion, to take any

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action and to execute any instrument that the Administrative Agent may deem necessary or advisable to accomplish the purposes of this Agreement, including, without limitation:

(i)

to obtain and adjust insurance required to be paid to the Administrative Agent pursuant to this Agreement,

(ii)

to ask for, demand, collect, sue for, recover, compromise, receive and give acquittance and receipts for moneys due and to become due under or in respect of any of the Collateral,

(iii)

to receive, indorse and collect any drafts or other instruments, documents and chattel paper, in connection with clause (i) or (ii) above, and

(iv)

to file any claims or take any action or institute any proceedings that the Administrative Agent may deem necessary or desirable for the collection of any of the Collateral or otherwise to enforce the rights of the Administrative Agent with respect to any of the Collateral.

(b)

Administrative Agent May Perform.  If any Loan Party fails to perform any agreement contained herein, the Administrative Agent may, as the Administrative Agent deems necessary to protect the security interest granted hereunder in the Collateral or to protect the value thereof, but without any obligation to do so and without notice, itself perform, or cause performance of, such agreement, and the expenses of the Administrative Agent incurred in connection therewith shall be payable by such Loan Party under Section 10.04.

(c)

Performance of such Loan Party’s agreements as permitted under this Section 9.05 shall in no way constitute a violation of the automatic stay provided by Section 362 of the U.S. Bankruptcy Code and each Loan Party hereby waives applicability thereof.  Moreover, the Administrative Agent shall in no way be responsible for the payment of any costs incurred in connection with preserving or disposing of Collateral pursuant to Section 506(c) of the U.S. Bankruptcy Code and the Collateral may not be charged for the incurrence of any such cost.

Section 9.06

The Administrative Agent’s Duties.  (a)  The powers conferred on the Administrative Agent hereunder are solely to protect the Secured Parties’ interest in the Collateral and shall not impose any duty upon it to exercise any such powers.  Except for the safe custody of any Collateral in its possession and the accounting for moneys actually received by it hereunder, the Administrative Agent shall have no duty as to any Collateral, as to ascertaining or taking action with respect to calls, conversions, exchanges, maturities, tenders or other matters relative to any Collateral, whether or not any Secured Party has or is deemed to have knowledge of such matters, or as to the taking of any necessary steps to preserve rights against any parties or any other rights pertaining to any Collateral.  The Administrative Agent shall be deemed to have exercised reasonable care in the custody and preservation of any Collateral in its possession if such Collateral is accorded treatment substantially equal to that which it accords its own property.

(b)

Anything contained herein to the contrary notwithstanding, the Administrative Agent may from time to time, when the Administrative Agent deems it to be necessary, appoint one or more subagents (each a “Subagent”) for the Administrative Agent hereunder with respect to all or any part of the Collateral.  In the event that the Administrative Agent so appoints any Subagent with respect to any Collateral, (i) the assignment and pledge of such Collateral and the security interest granted in such Collateral by each Loan Party hereunder shall be deemed for purposes of this Security Agreement to have been made to such Subagent, in addition to the Administrative Agent, for the ratable benefit of the

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Secured Parties, as security for the Secured Obligations of such Loan Party, (ii) such Subagent shall automatically be vested, in addition to the Administrative Agent, with all rights, powers, privileges, interests and remedies of the Administrative Agent hereunder with respect to such Collateral, and (iii) the term “Administrative Agent,” when used herein in relation to any rights, powers, privileges, interests and remedies of the Administrative Agent with respect to such Collateral, shall include such Subagent; provided, however, that no such Subagent shall be authorized to take any action with respect to any such Collateral unless and except to the extent expressly authorized in writing by the Administrative Agent.

Section 9.07

Remedies.  If any Event of Default shall have occurred and be continuing:

(a)

Subject to and in accordance with the DIP Financing Order, the Administrative Agent may, with the consent, or acting at the direction, of the Required Lenders, exercise in respect of the Collateral, in addition to other rights and remedies provided for herein or otherwise available to it, all the rights and remedies of a secured party upon default under the UCC (whether or not the UCC applies to the affected Collateral) and the PPSA and also may:  (i) require each Loan Party to, and each Loan Party hereby agrees that it will at its expense and upon request of the Administrative Agent forthwith, assemble all or part of the Collateral as directed by the Administrative Agent and make it available to the Administrative Agent at a place and time to be designated by the Administrative Agent that is reasonably convenient to both parties; (ii) without notice except as spec ified below or in the DIP Financing Order, sell the Collateral or any part thereof in one or more parcels at public or private sale, at any of the Administrative Agent’s offices or elsewhere, for cash, on credit or for future delivery, and upon such other terms as the Administrative Agent may deem commercially reasonable; (iii) occupy any premises owned or leased by any of the Loan Parties where the Collateral or any part thereof is assembled or located for a reasonable period in order to effectuate its rights and remedies hereunder or under law, without obligation to such Loan Party in respect of such occupation; and (iv) exercise any and all rights and remedies of any of the Loan Parties under or in connection with the Collateral, or otherwise in respect of the Collateral, including, without limitation, (A) any and all rights of such Loan Party to demand or otherwise require payment of any amount under, or performance of any provision of, the Accounts, the Related Contracts and the othe r Collateral, (B) withdraw, or cause or direct the withdrawal, of all funds with respect to the Account Collateral and (C) exercise all other rights and remedies with respect to the Accounts, the Related Contracts and the other Collateral, including, without limitation, those set forth in the PPSA and in Section 9-607 of the UCC.  Each Loan Party agrees that, to the extent notice of sale shall be required by law, at least 10 days’ notice to such Loan Party of the time and place of any public sale or the time after which any private sale is to be made shall constitute reasonable notification.  The Administrative Agent shall not be obligated to make any sale of Collateral regardless of notice of sale having been given.  The Administrative Agent may adjourn any public or private sale from time to time by announcement at the time and place fixed therefor, and such sale may, without further notice, be made at the time and place to which it was so adjourned.

(b)

Any cash held by or on behalf of the Administrative Agent and all cash proceeds received by or on behalf of the Administrative Agent in respect of any sale of, collection from, or other realization upon all or any part of the Collateral may, in the discretion of the Administrative Agent, be held by the Administrative Agent as collateral for, and/or then or at any time thereafter applied (after payment of any amounts payable to the Administrative Agent pursuant to Section 9.08) in whole or in part by the Administrative Agent for the ratable benefit of the Secured Parties against, all or any part of the Secured Obligations , shall be distributed in accordance with the DIP Intercreditor Agreement.

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(c)

All payments received by any Loan Party under or in connection with the Collateral shall be received in trust for the benefit of the Administrative Agent, and after the occurrence, continuance and declaration of an Event of Default, shall be segregated from other funds of such Loan Party and shall be forthwith paid over to the Administrative Agent in the same form as so received (with any necessary endorsement) and applied in accordance with the DIP Intercreditor Agreement.

(d)

The Administrative Agent may, without notice to any Loan Party except as required by law or by the DIP Financing Order and at any time or from time to time, charge, set off and otherwise apply all or any part of the Secured Obligations against any funds held with respect to the Account Collateral or in any other deposit account.

(e)

In the event of any sale or other disposition of any of the Intellectual Property Collateral of any Loan Party, the goodwill symbolized by any Trademarks subject to such sale or other disposition shall be included therein, and such Loan Party shall supply to the Administrative Agent or its designee such Loan Party’s know-how and expertise, and documents and things relating to any Intellectual Property Collateral subject to such sale or other disposition, and such Loan Party’s customer lists and other records and documents relating to such Intellectual Property Collateral and to the manufacture, distribution, advertising and sale of products and services of such Loan Party.

(f)

The Administrative Agent is authorized, in connection with any sale of the Pledged Collateral pursuant to this Section 9.07, to deliver or otherwise disclose to any prospective purchaser of the Pledged Collateral any information in its possession relating to such Pledged Collateral.

(g)

To the extent that any rights and remedies under this Section 9.07 would otherwise be in violation of the automatic stay of section 362 of the U.S. Bankruptcy Code, such stay shall be deemed modified, as set forth in the Interim DIP Order or Final DIP Order, as applicable, to the extent necessary to permit the Administrative Agent to exercise such rights and remedies.

Section 9.08

Modifications.  (a)  Except as specifically contemplated in the DIP Financing Order, the Liens, lien priority, administrative priorities and other rights and remedies granted to the Administrative Agent for the benefit of the Lenders pursuant to this Agreement and the DIP Financing Order and to the DIP Term Noteholders pursuant to the DIP Term Note Purchase Agreement (specifically, including, but not limited to, the existence, perfection and priority of the Liens provided herein and therein and the administrative priority provided herein and therein) shall not be modified, altered or impaired in any manner by any other financing or extension of credit or incurrence of Debt by any of the Loan Parties (pursuant to Section 364 of the U.S. Bankruptcy Code or otherwise), or by any dismissal or conversion of any of the Cases, or by any other act or omission whatsoever (other t han in connection with any disposition permitted hereunder).  Without limitation, notwithstanding any such order, financing, extension, incurrence, dismissal, conversion, act or omission:

(i)

except for the Carve-Out and as set forth in the DIP Intercreditor Agreement having priority over the Secured Obligations, no costs or expenses of administration which have been or may be incurred in any of the Cases or any conversion of the same or in any other proceedings related thereto, and no priority claims, are or will be prior to or on a parity with any claim of the Administrative Agent or the Lenders against the Loan Parties in respect of any Obligation;

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(ii)

the liens and security interests granted herein, under the DIP Term Note Purchase Agreement and in the DIP Financing Order shall constitute valid and perfected first priority liens and security interests (subject only to (A) the Carve-Out, (B) as set forth in the DIP Intercreditor Agreement and (C) Permitted Liens in existence on the Petition Date and junior to such valid and perfected Liens, and shall be prior to all other Liens and security interests (other than those set forth in sub-clauses (A) through (C) herein), now existing or hereafter arising, in favor of any other creditor or any other Person whatsoever (except that the execution and delivery of local law governed pledge or analogous documentation with respect to Equity Interests in Subsidiaries of the Borrower organized in jurisdictions outside the United States, and the filing, notarization, regis tration or other publication thereof, and the taking of other actions, if any, required under local law of the relevant jurisdictions of organization for the effective grant and perfection of a Lien on such Equity Interests under laws of such jurisdictions or organization outside the United States, may be required in order to fully grant, perfect and protect such security interests under such local laws); and

(iii)

the liens and security interests granted hereunder shall continue valid and perfected without the necessity that financing statements be filed or that any other action be taken under applicable nonbankruptcy law.

(b)

Notwithstanding any failure on the part of any Loan Party or the Administrative Agent or the Lenders to perfect, maintain, protect or enforce the liens and security interests in the Collateral granted hereunder, the Interim DIP Order and the Final DIP Order (when entered) shall automatically, and without further action by any Person, perfect such liens and security interests against the Collateral.

Section 9.09

Release; Termination.  (a)  Upon any sale, lease, transfer or other disposition of any item of Collateral of any Loan Party in accordance with the terms of the Loan Documents (other than sales of Inventory in the ordinary course of business), the Administrative Agent will, at such Loan Party’s expense, execute and deliver to such Loan Party such documents as such Loan Party shall reasonably request to evidence the release of such item of Collateral from the assignment and security interest granted hereby; provided, however, that (i) at the time of such request and such release no Default shall have occurred and be continuing, (ii) such Loan Party shall have delivered to the Administrative Agent, at least 5 Business Days prior to the date of the proposed release, a written request for release describing the item of Collateral and the terms of the s ale, lease, transfer or other disposition in reasonable detail, including, without limitation, the price thereof and any expenses in connection therewith, together with a form of release for execution by the Administrative Agent and a certificate of such Loan Party to the effect that the transaction is in compliance with the Loan Documents and as to such other matters as the Administrative Agent may request, and (iii) the proceeds of any such sale, lease, transfer or other disposition required to be applied, or any payment to be made in connection therewith, in accordance with Section 2.06 shall, to the extent so required, be paid or made to, or in accordance with the instructions of, the Administrative Agent when and as required under Section 2.06, and (iv) in the case of Collateral sold or disposed of, the release of a Lien created hereby will not be effective until the receipt by the Administrative Agent of the Net Cash Proceeds arising from the sale or disposition of such Collateral.< /P>

(b)

Upon the latest of (i) the payment in full in cash of the Secured Obligations (other than contingent indemnification obligations which are not then due and payable) and (ii) the Termination Date, the pledge and security interest granted hereby shall terminate and all rights to the Collateral shall revert to the applicable Loan Party.  Upon any such termination, the Administrative Agent will, at the applicable Loan Party’s expense, execute and deliver to such Loan Party such documents as such Loan Party shall reasonably request to evidence such termination.

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Section 9.10

Non-U.S. Loan Party.  With respect to any Non-U.S. Loan Party, in the event the provisions of this Article 9 conflict with the applicable Non-U.S. Loan Documents, the provisions of the applicable Non-U.S. Loan Document shall apply.

ARTICLE X

MISCELLANEOUS

Section 10.01

Amendments, Etc.  No amendment or waiver of any provision of this Agreement or any other Loan Document, and no consent to any departure by the Borrower or any other Loan Party therefrom, shall be effective unless in writing signed by the Required Lenders (or the Initial Lenders, as applicable) and the Borrower or the applicable Loan Party, as the case may be, and acknowledged by the Administrative Agent, and each such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given; provided, however, that no such amendment, waiver or consent shall:

(a)

waive any condition set forth in Section 3.01 or 3.03 without the written consent of each Initial Lender;

(b)

extend or increase the Commitment of any Lender (or reinstate any Commitment terminated pursuant to Section 2.05 or Section 6.01) without the written consent of such Lender;

(c)

postpone any date fixed by this Agreement or any other Loan Document for any payment of principal, interest, fees or other amounts due to the Lenders (or any of them) hereunder or under any other Loan Document without the written consent of each Lender directly affected thereby;

(d)

reduce the principal of, or the rate of interest specified herein on, any Advance, or any fees or other amounts payable hereunder or under any other Loan Document without the written consent of each Lender directly affected thereby (other than in connection with any Credit Bid or as otherwise may be necessary in order to consummate the transactions under the Bid Procedures Orders, in which case only the consent of the Required Lenders shall be required);

(e)

change Section 2.02(a) in a manner that would alter the pro rata nature of Borrowings required thereby or (ii) Section 9.07(b) in a manner that would alter the pro rata sharing of cash and cash proceeds required thereby (other than in connection with any Credit Bid or as otherwise may be necessary in order to consummate the transactions under the Bid Procedures Orders, in which case only the consent of the Required Lenders shall be required), in each case with respect to clauses (i) and (ii) of this Section 10.01(e), without the written consent of each Lender;

(f)

change the definition of “Required Lenders” or any other provision hereof specifying the number or percentage of Lenders required to amend, waive or otherwise modify any rights hereunder or grant any consent hereunder, without the written consent of each Lender;

(g)

amend, restate, supplement or otherwise modify any provision of this Agreement or the DIP Financing Order in any manner that would impair the interests of the Lenders in Priority Collateral without the consent of the Required Lenders; and

(h)

except in connection with a transaction permitted under this Agreement or in order to consummate the transactions under the Bid Procedures Order whether by way of Credit

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Bid or otherwise, release all or substantially all of the Guarantors from the Guaranty or release all or a material portion of the Collateral or release the Superpriority Claim without the written consent of each Lender;

and provided further that no amendment, waiver or consent shall, unless in writing and signed by the Administrative Agent in addition to the Lenders required above, affect the rights or duties of the Administrative Agent under this Agreement or any other Loan Document.  Notwithstanding anything to the contrary herein, no Defaulting Lender shall have any right to approve or disapprove any amendment, waiver or consent hereunder, except that the Commitment of such Lender may not be increased or extended without the consent of such Lender.  

In connection with the amendments, modifications or waivers referred to in clauses (a) through (h) above and to the extent such amendment, modification or waiver requires the consent of each Lender hereunder, such amendment, modification or waiver shall require the approval of each affected DIP Term Noteholder, as if such DIP Term Noteholder were a Lender hereunder, in accordance with Section 10.01 of the DIP Term Note Purchase Agreement.

Notwithstanding anything to the contrary in this Section 10.01, if at any time on or before the date on which the U.S. Final DIP Order is entered, the Initial Lenders and the Borrower shall have jointly identified an obvious error or any error or omission of a technical or immaterial nature, in each case, in any provision of the Loan Documents, then the Initial Lenders and the Borrower shall be permitted to amend such provision and such amendment shall become effective without any further action or consent of any other party to any Loan Document.

Notwithstanding anything herein or in any other Loan Document to the contrary, for purposes of satisfying any payment of the principal amount of obligations of a Debtor hereunder or under any other Loan Documents, the Lenders may consummate the Credit Bid in satisfaction of such payment as directed by the Required Lenders.

Section 10.02

Notices, Etc.  (a)  All notices and other communications provided for hereunder shall be in writing (including telegraphic or telecopy communication) and mailed, telegraphed, telecopied or delivered, if to the Borrower or any Guarantor, at the Borrower’s address at 4164 Half Acre Road, Batavia Ohio 45103, Attention:  chief financial officer, as well as to (i) the attention of the general counsel of the Borrower at the Borrower’s address, fax number (513) 536-3511, and (ii) Dinsmore & Shohl, LLP, counsel to the Loan Parties, at its address at 255 East Fifth Street, Cincinnati, Ohio 45202 Attention:  Kim Martin Lewis, fax number (513) 977-8141; if to any Initial Lender, at its Applicable Lending Office, respectively, specified opposite its name on the applicable Commitment Schedule; if to any other Lender, at its Applicable Lending Office specified in the Assignment and Acceptance pursuant to which it became a Lender; if to the Administrative Agent, at its address at 130 Turner Street, Building 3, Suite 600, Waltham MA 02453, Attention:  David L. Goolgasian (email: dgoolgasian@ddjcap.com; eduggan@ddjcap.com); if to Avenue, at its at 535 Madison Avenue, 15th Floor, New York, New York 10022, Attention: Daniel Flores (email: dflores@avenuecapital.com), as well as to Shearman & Sterling LLP, counsel to the Administrative Agent, at its address at 599 Lexington Avenue, New York, New York 10022, Attention: Michael Baker (email: mbaker@shearman.com) and Michael Torkin (email: mtorkin@shearman.com); or, as to the Borrower, any Guarantor or the Administrative Agent, at such other address as shall be designated by such party in a written notice to the other parties.  All such notices and communications shall, when mailed, telegraphed or telecopied, be effective 3 Business Days after being deposited in the U.S. mails, first class postage prepaid , delivered to the telegraph company or confirmed as received when sent by telecopier, respectively, except that notices and communications to the Administrative Agent pursuant to Article II, III or VII shall not be effective until received by the Administrative Agent.  Delivery by telecopier of an executed counterpart of any amendment or waiver of

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any provision of this Agreement or the Notes or of any Exhibit hereto to be executed and delivered hereunder shall be effective as delivery of a manually executed counterpart thereof.

(b)

The Borrower hereby agrees that it will provide to the Lenders all information, documents and other materials that it is obligated to furnish to the Lenders pursuant to the Loan Documents, including, without limitation, all notices, requests, financial statements, financial and other reports, certificates and other information materials, but excluding any such communication that (i) relates to a request for a new, or a Conversion of an existing, Borrowing or other Extension of Credit (including any election of an interest rate relating thereto), (ii) relates to the payment of any principal or other amount due under this Agreement prior to the scheduled date therefor, (iii) provides notice of any Default or Event of Default under this Agreement or (iv) is required to be delivered to satisfy any condition precedent to the effectiveness of this Agreement and/or any Borrowing or ot her Extension of Credit thereunder (all such non-excluded communications being referred to herein collectively as “Communications”), by transmitting the Communications in an electronic/soft medium in a format acceptable to the Lenders heretofore provided to the Borrower.  The Borrower hereby agrees that any information provided to the Administrative Agent shall also be provided to the Lenders.

(c)

Each Lender agrees to notify the Borrower in writing (including by electronic communication) from time to time of such Lender’s e-mail address to which the foregoing notice may be sent by electronic transmission and (ii) that the foregoing notice may be sent to such e-mail address.  Nothing herein shall prejudice the right of any Lender to give any notice or other communication pursuant to any Loan Document in any other manner specified in such Loan Document.

Section 10.03

No Waiver; Remedies.  No failure on the part of any Lender or the Administrative Agent to exercise, and no delay in exercising, any right hereunder or under any Note shall operate as a waiver thereof; nor shall any single or partial exercise of any such right preclude any other or further exercise thereof or the exercise of any other right.  The remedies herein provided are cumulative and not exclusive of any remedies provided by law.

Section 10.04

Costs, Fees and Expenses.  (a)  The Borrower agrees (i) to pay or reimburse the Initial Lenders for all reasonable costs and expenses incurred in connection with the development, preparation, negotiation and execution of this Agreement (which shall be deemed to include any predecessor transaction contemplated to be entered into with the Initial Lenders), and the other Transaction Documents and any amendment, waiver, consent or other modification of the provisions hereof and thereof (whether or not the transactions contemplated hereby or thereby are consummated), and the consummation and administration of the transactions contemplated hereby and thereby (including the monitoring of (including the fees and expenses of the information officer appointed in the CCAA Case), and participation in, all aspects of the Cases), including all fees, expenses and disbursements of one joint outside counsel for the Administrative Agent and the Initial Lenders, a counsel in each applicable jurisdiction and such other advisors as set forth in the Commitment Letter or otherwise, and (ii) to pay or reimburse the Initial Lenders (including, without limitation, the Administrative Agent for all reasonable costs and expenses incurred in connection with (A) the ongoing maintenance and monitoring of Availability and (B) enforcement, attempted enforcement, or preservation of any rights or remedies under this Agreement or the other Transaction Documents (including all such costs and expenses incurred during any “workout” or restructuring in respect of the Obligations and during any legal proceeding, including any proceeding under any Debtor Relief Law), including all reasonable fees, expenses and disbursements of outside counsel for the Initial Lenders (including, without limitation, DDJ (or its Affiliates) in its capacity as Administrative Agent).  The foregoing fees, costs an d expenses shall include all search, filing, recording, title insurance, collateral review, monitoring, and appraisal charges and fees and taxes related thereto, and other reasonable out-of-pocket expenses incurred by the Initial Lenders and the cost of independent public accountants and other outside experts retained jointly by the Initial

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Lenders.  All amounts due under this Section 10.04(a) shall be payable within ten Business Days after demand therefor accompanied by an appropriate invoice.  The agreements in this Section shall survive the termination of the Commitments and repayment of all other Obligations.

(b)

Whether or not the transactions contemplated hereby are consummated, the Borrower shall indemnify and hold harmless each Agent-Related Person, each Lender and their respective Affiliates, directors, officers, employees, counsel, agents, advisors, attorneys-in-fact and representatives (collectively the “Indemnitees”) from and against any and all claims, damages, losses, liabilities and expenses (including, without limitation, fees and disbursements of counsel), joint or several that may be incurred by, or asserted or awarded against any Indemnitee, in each case arising out of or in connection with or relating to any investigation, litigation or proceeding or the preparation of any defense with respect thereto arising out of or in connection with (i) the execution, delivery, enforcement, performance or administration of any Loan Document or any other agreement, letter or instru ment delivered in connection with the transactions contemplated thereby or the consummation of the transactions contemplated thereby, (ii) any Commitment or Advance or the use or proposed use of the proceeds therefrom, (iii) any actual or alleged presence or release of Hazardous Materials on or from any property currently or formerly owned or operated by the Borrower or any other Loan Party, or any Liability related in any way to the Borrower or any other Loan Party in respect of Environmental Laws, or (iv) any actual or prospective claim, litigation, investigation or proceeding relating to any of the foregoing, whether based on contract, tort or any other theory (including any investigation of, preparation for, or defense of any pending or threatened claim, investigation, litigation or proceeding) and regardless of whether any Indemnitee is a party thereto (all the foregoing, collectively, the “Indemnified Liabilities”), in all cases, whether or not caused by or arising, in w hole or in part, out of the negligence of the Indemnitee; provided that such indemnity shall not, as to any Indemnitee, be available to the extent that such claim, damage, loss, liability or expense is determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted primarily from the gross negligence or willful misconduct of such Indemnitee.  In the case of an investigation, litigation or other proceeding to which the indemnity in this Section 10.04(b) applies, such indemnity shall be effective whether or not such investigation, litigation or proceeding is brought by the Borrower or any of its Subsidiaries, any security holders or creditors of the foregoing an Indemnitee or any other Person, or an Indemnitee is otherwise a party thereto and whether or not the transactions contemplated hereby are consummated.  No Indemnitee shall have any liability (whether direct or indirect, in contract, tort or otherwise) to the Borrower or any of its Subsidiaries for or in connection with the transactions contemplated hereby, except to the extent such liability is determined in a final non-appealable judgment by a court of competent jurisdiction to have resulted from such Indemnitee’s gross negligence or willful misconduct.  In no event, however, shall any Indemnitee be liable on any theory of liability for any special, indirect, consequential or punitive damages (including, without limitation, any loss of profits, business or anticipated savings).  No Indemnitee shall be liable for any damages arising from the use by others of any information or other materials obtained through IntraLinks or other similar information transmission systems in connection with this Agreement.  All amounts due under this Section 10.04(b) shall be payable within two Business Days after demand therefor.  The agreements in this Section shall survive the resignation of the Administrative Agent, the replacement of any Lender, the termination of the Commitmen ts and the repayment, satisfaction or discharge of all the other Obligations.

(c)

If any payment of principal of, or Conversion of, any Eurodollar Rate Advance is made by the Borrower to or for the account of a Lender other than on the last day of the Interest Period for such Advance, as a result of a payment or Conversion pursuant to Section 2.06, 2.09(b)(i) or 2.10(a), acceleration of the maturity of the Notes pursuant to Section 6.01 or for any other reason, or if the Borrower fails to make any payment or prepayment of an Advance for which a notice of prepayment has been given or that is otherwise required to be made, whether pursuant to Section 2.06 or 6.01 or otherwise, the Borrower shall, upon demand by such Lender (with a copy of such demand to the

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Administrative Agent), pay to the Administrative Agent for the account of such Lender any amounts required to compensate such Lender for any additional losses, costs or expenses that it may reasonably incur as a result of such payment or Conversion or such failure to pay or prepay, as the case may be, 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 any Lender to fund or maintain such Advance.

Section 10.05

Right of Set-off.  Subject to the DIP Financing Order, upon (a) the occurrence and during the continuance of any Event of Default and (b) the making of the request or the granting of the consent specified by Section 6.01 to authorize the Administrative Agent to declare the Notes due and payable pursuant to the provisions of Section 6.01, each Lender and each of its respective Affiliates is hereby authorized at any time and from time to time, to the fullest extent permitted by law, to set off and otherwise apply any and all deposits (general or special, time or demand, provisional or final) at any time held and other indebtedness at any time owing by such Lender or such Affiliate to or for the credit or the account of the Borrower against any and all of the Obligations of the Borrower now or hereafter existing under this Agreement and the Note or Notes (if any) held by such Lender, irrespective of whether such Lender shall have made any demand under this Agreement or such Note or Notes and although such obligations may be unmatured.  Each Lender agrees promptly to notify the Borrower after any such set-off and application; provided, however, that the failure to give such notice shall not affect the validity of such set-off and application.  The rights of each Lender and its respective Affiliates under this Section are in addition to other rights and remedies (including, without limitation, other rights of set-off) that such Lender and its respective Affiliates may have.

Section 10.06

Binding Effect.  This Agreement shall become effective when it shall have been executed by the Borrower, the Guarantors, the Administrative Agent, and the Administrative Agent shall have been notified by each Initial Lenders that such Initial Lender has executed it and thereafter shall be binding upon and inure to the benefit of the Borrower, the Administrative Agent and each Lender and their respective successors and assigns, except that the Borrower shall not have the right to assign its rights hereunder or any interest herein without the prior written consent of each Lender.

Section 10.07

Successors and Assigns.  (a)  Each Lender may assign all or a portion of its rights and obligations under this Agreement (including, without limitation, all or a portion of its Commitment or Commitments, the Advances owing to it and the Note or Notes held by it); provided, however, that (i) each such assignment shall be of a uniform, and not a varying, percentage of all rights and obligations under and in respect of the Facility, (ii) except in the case of an assignment to a Person that, immediately prior to such assignment, was a Lender, an Affiliate of any Lender or an Approved Fund of any Lender or an assignment of all of a Lender’s rights and obligations under this Agreement, the aggregate amount of the Commitments being assigned to such Eligible Assignee pursuant to such assignment (determined as of the date of the Assignment and Acc eptance with respect to such assignment) shall in no event be less than 2.5% of the aggregate amount of the Commitments, (iii) each such assignment shall be to an Eligible Assignee, (iv) the parties to each such assignment shall execute and deliver to the Administrative Agent, for its acceptance and recording in the Register, (v) such Eligible Assignee shall execute each of the other Transaction Documents as requested by the Administrative Agent (including, without limitation, the Asset Purchase Agreement and the Restructuring Support Agreement), (vi) in the case of any assignments to a Noteholder during the DIP Participation Period, no Advances owing to the Initial Lenders shall be assigned by an Initial Lender in connection therewith and (vii) in the case of an Initial Lender, the designation by an Initial Lender to its Affiliates to make a Roll-Up Advance on behalf of such Initial Lender, in accordance with Section 2.01(c), shall be deemed to be effective as though such designation were an assig nment in compliance with this Section 10.07, but without regard to the requirements set forth herein.

(b)

Upon such execution, delivery, acceptance and recording, from and after the effective date specified in such Assignment and Acceptance, (i) the assignee thereunder shall be a party hereto and, to the extent that rights and obligations hereunder have been assigned to it pursuant to such Assignment and Acceptance, have the rights and obligations of a Lender hereunder and (ii) the Lender assignor thereunder shall, to the extent that rights and obligations hereunder have been assigned by it pursuant to such Assignment and Acceptance, relinquish its rights (other than its rights under Sections 2.10, 2.12 and 10.04 to the extent any claim thereunder relates to an event arising prior to such assignment) and be released from its obligations under this Agreement (and, in the case of an Assignment and Acceptance covering all of the remaining portion of an assigning Lender’s rights and ob ligations under this Agreement, such Lender shall cease to be a party hereto).

(c)

By executing and delivering an Assignment and Acceptance, each Lender assignor thereunder and each assignee thereunder confirm to and agree with each other and the other parties thereto and hereto as follows:  (i) other than as provided in such Assignment and Acceptance, such assigning Lender makes no representation or warranty and assumes no responsibility with respect to any statements, warranties or representations made in or in connection with any Loan Document or the execution, legality, validity, enforceability, genuineness, sufficiency or value of, or the perfection or priority of any lien or security interest created or purported to be created under or in connection with, any Loan Document or any other instrument or document furnished pursuant thereto; (ii) such assigning Lender makes no representation or warranty and assumes no responsibility with respect to the financial c ondition of any Loan Party or the performance or observance by any Loan Party of any of its obligations under any Loan Document or any other instrument or document furnished pursuant thereto; (iii) such assignee confirms that it has received a copy of this Agreement, together with copies of the financial statements referred to in Section 4.01 and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into such Assignment and Acceptance; (iv) such assignee will, independently and without reliance upon the Administrative Agent, such assigning Lender or any other Lender and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under this Agreement; (v) such assignee confirms that it is an Eligible Assignee; (vi) such assignee appoints and authorizes the Administrative Agent to take such action as agent on its behalf and to exercise such powers and discretion under the Loan Documents as are delegated to the Administrative Agent by the terms hereof and thereof, together with such powers and discretion as are reasonably incidental thereto; and (vii) such assignee agrees that it will perform in accordance with their terms all of the obligations that by the terms of this Agreement are required to be performed by it as a Lender.

(d)

The Administrative Agent, acting for this purpose (but only for this purpose) as the Administrative Agent of the Borrower, shall maintain at its address referred to in Section 10.02 a copy of each Assignment and Acceptance delivered to and accepted by it and a register for the recordation of the names and addresses of the Lenders and the Commitment under the Facility of, and principal amount of the Advances owing under the Facility to, each Lender from time to time (the “Register”).  The entries in the Register shall be conclusive and binding for all purposes, absent manifest error, and the Borrower, the Administrative Agent and the Lenders may treat each Person whose name is recorded in the Register as a Lender hereunder for all purposes of this Agreement.  The Register shall be available for inspection by the Borrower or the Administrative Agent or any Lend er at any reasonable time and from time to time upon reasonable prior notice.

(e)

Upon its receipt of an Assignment and Acceptance executed by an assigning Lender and an assignee, together with any Note or Notes subject to such assignment, the Administrative Agent shall, if such Assignment and Acceptance has been completed and is in substantially the form of Exhibit C, (i) accept such Assignment and Acceptance, (ii) record the information contained therein in the Register and (iii) give prompt notice thereof and a copy of such Assignment and Acceptance to the

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Borrower.  In the case of any assignment by a Lender, within five Business Days after its receipt of such notice, the Borrower, at its own expense, shall execute and deliver to the Administrative Agent in exchange for the surrendered Note or Notes (if any) a new Note to the order of such Eligible Assignee in an amount equal to the Commitment assumed by it under the Facility pursuant to such Assignment and Acceptance and, if any assigning Lender that had a Note or Notes prior to such assignment has retained a Commitment hereunder under the Facility, a new Note to the order of such assigning Lender in an amount equal to the Commitment retained by it hereunder.  Such new Note or Notes shall be dated the effective date of such Assignment and Acceptance and shall otherwise be in substantially the form of Exhibit A hereto.

(f)

[INTENTIONALLY OMITTED]

(g)

[INTENTIONALLY OMITTED]

(h)

Any Lender may, in connection with any assignment or proposed assignment pursuant to this Section 10.07, disclose to the assignee or participant or proposed assignee or participant any information relating to the Borrower furnished to such Lender by or on behalf of the Borrower; provided, however, that, prior to any such disclosure, the assignee or participant or proposed assignee or participant shall agree to preserve the confidentiality of any Confidential Information received by it from such Lender in accordance with Section 10.09 hereof; provided further, that unless and until any Noteholder shall have executed a confidentiality agreement with the Borrower, no Confidential Information shall be provided to a Noteholder.

(i)

Notwithstanding any other provision set forth in this Agreement, any Lender may at any time (and without the consent of the Administrative Agent or the Borrower) create a security interest in all or any portion of its rights under this Agreement (including, without limitation, the Advances owing to it and any Note or Notes held by it) in favor of any Federal Reserve Bank in accordance with Regulation A of the Board of Governors of the Federal Reserve System

(j)

Notwithstanding anything to the contrary contained herein, any Lender that is a fund that invests in bank loans may create a security interest in all or any portion of the Advances owing to it and the Note or Notes held by it to the trustee for holders of obligations owed, or securities issued, by such fund as security for such obligations or securities, provided, however, that unless and until such trustee actually becomes a Lender in compliance with the other provisions of this Section 10.07, (i) no such pledge shall release the pledging Lender from any of its obligations under the Loan Documents and (ii) such trustee shall not be entitled to exercise any of the rights of a Lender under the Loan Documents even though such trustee may have acquired ownership rights with respect to the pledged interest through foreclosure or otherwise.

(k)

Notwithstanding anything to the contrary contained herein, any Lender (a “Granting Lender”) may grant to a special purpose funding vehicle identified as such in writing from time to time by the Granting Lender to the Administrative Agent and the Borrower (an “SPC”) the option to provide all or any part of any Advance that such Granting Lender would otherwise be obligated to make pursuant to this Agreement; provided, however, that (i) nothing herein shall constitute a commitment by any SPC to fund any Advance, and (ii) if an SPC elects not to exercise such option or otherwise fails to make all or any part of such Advance, the Granting Lender shall be obligated to make such Advance pursuant to the terms hereof.  The making of an Advance by an SPC hereunder shall utilize the Commitment of the Granting Lender to the same extent, and as if, such Advance were made by such Granting Lender.  Each party hereto hereby agrees that (i) no SPC shall be liable for any indemnity or similar payment obligation under this Agreement for which a Lender would be liable, (ii) no SPC shall be entitled to the benefits of Sections 2.10 and 2.12 (or any other increased costs protection provision) and

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(iii) the Granting Lender shall for all purposes, including, without limitation, the approval of any amendment or waiver of any provision of any Loan Document, remain the Lender of record hereunder.  In furtherance of the foregoing, each party hereto hereby agrees (which agreement shall survive the termination of this Agreement) that, prior to the date that is one year and one day after the payment in full of all outstanding commercial paper or other senior Debt of any SPC, it will not institute against, or join any other person in instituting against, such SPC any bankruptcy, reorganization, arrangement, insolvency, or liquidation proceeding under the laws of the United States or any State thereof.  Notwithstanding anything to the contrary contained in this Agreement, any SPC may (i) with notice to, but without prior consent of, the Borrower and the Administrative Agent, assign all or any portio n of its interest in any Advance to the Granting Lender and (ii) disclose on a confidential basis any non-public information relating to its funding of Advances to any rating agency, commercial paper dealer or provider of any surety or guarantee or credit or liquidity enhancement to such SPC.  This subsection (k) may not be amended without the prior written consent of each Granting Lender, all or any part of whose Advances are being funded by the SPC at the time of such amendment.

(l)

During the DIP Participation Period, the Initial Lenders will permit each Noteholder to participate in the Facility in an amount of no less than 2.50% of the Commitments.  If such Noteholder elects to participate in the making of Advances hereunder (such election to be made prior to the expiration of the DIP Participation Period), then such Noteholder will purchase, in accordance with this Section 10.07, from the Initial Lenders a portion of the Unused Commitments of the Initial Lender in an amount of no less than 2.50% of the Commitments and thereafter such Noteholder shall constitute a Lender for all purposes under the Transaction Documents; provided that no Noteholder may purchase an amount of Commitments in excess of its pro rata beneficial ownership of Senior Secured Notes (without taking into account the Roll-Up) without the prior written consent of the Required Lenders.  In a ddition to the execution of an Assignment and Acceptance as set forth in this Section 10.07, each Noteholder that becomes a Lender hereunder shall execute concurrently therewith such other Transaction Documents as requested by the Required Lenders (including, without limitation, any documentation related to the Asset Purchase Agreement and the Restructuring Support Agreement).

(m)

If the Catch-Up shall not have occurred within 5 days prior to the date on which the Credit Bid is expected to occur, then as of such date (i) each Catch-Up Lender may purchase from the Initial Lenders, in accordance with this Section 10.07, a portion of the Advances owing to the Initial Lenders, and the Note or Notes held by them, such that after giving effect to such purchase, the Catch-Up will have occurred; and (ii) each DIP Term Noteholder with an unfunded DIP Term Note Catch-Up Commitment shall be entitled to purchase additional DIP Term Notes from the Borrower in an aggregate principal amount such that after giving effect to such purchase, the Catch-Up will have occurred (such amount being, the “Final DIP Term Notes Catch-Up Amount”), and unless such DIP Term Noteholder waives the right to receive such additional DIP Term Notes in accordance with Section 11.07(b) of the DIP Term Note Purchase Agreement, the Borrower shall issue additional DIP Term Notes in the Final DIP Term Notes Catch-Up Amount to such DIP Term Noteholder in accordance with Section 11.07(b) of the DIP Term Note Purchase Agreement and the proceeds received therefor by the Borrower shall be remitted to the Initial Lenders with a corresponding portion of the Advances owing to the Initial Lenders to be cancelled in connection therewith; it being understood and agreed that the intentions set forth in this clause (ii) may be effectuated by any other means mutually agreed by the Borrower, the Initial Lenders, the Catch-Up Lenders and the DIP Term Noteholders.

Section 10.08

Execution in Counterparts.  This Agreement may be executed in any number of counterparts and by different parties hereto in separate counterparts, each of which when so executed shall be deemed to be an original and all of which when taken together shall constitute one and the same agreement.  Delivery of an executed counterpart of a signature page to this Agreement by telecopier shall be effective as delivery of a manually executed counterpart of this Agreement.

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Section 10.09

Confidentiality; Press Releases and Related Matters.  (a)  The Administrative Agent and the Lenders shall not disclose any Confidential Information to any Person without the consent of the Borrower, other than (i) to the Administrative Agent’s or such Lender’s Affiliates and their officers, directors, employees, agents and advisors and to actual or prospective Eligible Assignees and participants, and then only on a confidential, need-to-know basis, (ii) as requested or required by any law, rule or regulation or judicial process, (iii) as requested or required by any state, federal or foreign authority or examiner regulating banks or banking or (iv) to a Noteholder; provided that such Noteholder shall have entered into a confidentiality agreement with the Borrower.

(b)

Each of the parties hereto and each party joining hereafter agrees that neither it nor its Affiliates will in the future issue any press releases or other public disclosure using the name of any Lender or its Affiliates or referring to this Agreement or any of the other Loan Documents without at least 2 Business Days’ prior notice to such Lender and without the prior written consent of such Lender or unless (and only to the extent that) such party or Affiliate is required to do so under law and then, in any event, such party or Affiliate will consult with the Borrower, the Administrative Agent and such Lender before issuing such press release or other public disclosure.  Each party consents to the publication by the Administrative Agent or any Lender of a tombstone or similar advertising material relating to the financing transactions contemplated by this Agreement.  The Administrat ive Agent reserves the right to provide to industry trade organizations such necessary and customary information needed for inclusion in league table measurements.

Section 10.10

Patriot Act Notice.  Each Lender and the Administrative Agent (for itself and not on behalf of any Lender) hereby notifies the Loan Parties that pursuant to the requirements of the Patriot Act, it is required to obtain, verify and record information that identifies each Loan Party, which information includes the name and address of such Loan Party and other information that will allow such Lender or the Administrative Agent, as applicable, to identify such Loan Party in accordance with the Patriot Act.  The Borrower shall, and shall cause each of its Subsidiaries to, provide to the extent commercially reasonable, such information and take such actions as are reasonably requested by the Administrative Agent or any Lender in order to assist the Administrative Agent and the Lenders in maintaining compliance with the Patriot Act.

Section 10.11

Jurisdiction, Etc.  (a)  Each of the parties hereto hereby irrevocably and unconditionally submits, for itself and its property, to the nonexclusive jurisdiction of any New York State court or federal court of the United States of America sitting in New York City, and any appellate court from any thereof, in any action or proceeding arising out of or relating to this Agreement or any of the other Loan Documents to which it is a party, or for recognition or enforcement of any judgment, and each of the parties hereto hereby irrevocably and unconditionally agrees that all claims in respect of any such action or proceeding may be heard and determined in any such New York State court or, to the extent permitted by law, in such federal court.  Each of the parties hereto agrees that a final judgment in any such action or proceeding shall be conclusive and may be enforced in other ju risdictions by suit on the judgment or in any other manner provided by law.  Nothing in this Agreement shall affect any right that any party may otherwise have to bring any action or proceeding relating to this Agreement or any of the other Loan Documents in the courts of any jurisdiction.

(b)

Each of the parties hereto irrevocably and unconditionally waives, to the fullest extent it may legally and effectively do so, any objection that it may now or hereafter have to the laying of venue of any suit, action or proceeding arising out of or relating to this Agreement or any of the other Loan Documents to which it is a party in any New York State or federal court.  Each of the parties hereto hereby irrevocably waives, to the fullest extent permitted by law, the defense of an inconvenient forum to the maintenance of such action or proceeding in any such court.

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Section 10.12

Governing Law.  This Agreement and the Notes shall be governed by, and construed in accordance with, the laws of the State of New York and, to the extent applicable, the Bankruptcy Codes.

Section 10.13

Waiver of Jury Trial.  Each of the Guarantors, the Borrower, the Administrative Agent and the Lenders irrevocably waives all right to trial by jury in any action, proceeding or counterclaim (whether based on contract, tort or otherwise) arising out of or relating to any of the Loan Documents, the Advances or the actions of the Administrative Agent or any Lender in the negotiation, administration, performance or enforcement thereof.

Section 10.14

DIP Intercreditor Agreement.  Each of the Lenders acknowledges that it has received and reviewed a copy of the DIP Intercreditor Agreement and hereby agrees to be bound by the terms thereof.  The Required Lenders (and each Person that becomes a Lender hereunder pursuant to Section 10.07) hereby agrees that the Administrative Agent may take such actions on behalf of all the Lenders as is contemplated by the terms of the DIP Intercreditor Agreement.  In the event of any conflict between the terms of the DIP Intercreditor Agreement and the Collateral Documents, the terms of the DIP Intercreditor Agreement shall govern and control except as expressly set forth in the DIP Intercreditor Agreement.

[The remainder of this page left intentionally blank]

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IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed by their respective officers thereunto duly authorized, as of the date first above written.

MILACRON INC., a debtor and a

debtor-in-possession, as Borrower

By:  /s/David E. Lawrence                                 
Title:  President and Chief Executive Officer

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MILACRON PLASTICS

TECHNOLOGIES GROUP INC.

As a debtor and a debtor-in-possession, and as a

Guarantor

By:  /s/David E. Lawrence                                 
Title:  President

D-M-E COMPANY.

As a debtor and a debtor-in-possession, and as a

Guarantor

By:  /s/David E. Lawrence                                 
Title:  President

CIMCOOL INDUSTRIAL PRODUCTS INC.

As a debtor and a debtor-in-possession, and as a

Guarantor

By:  /s/David E. Lawrence                                 
Title:  President

MILACRON MARKETING COMPANY.

As a debtor and a debtor-in-possession, and as a

Guarantor

By:  /s/David E. Lawrence                                 
Title:  President

MILACRON CANADA LTD.

As a Guarantor and as debtor and a debtor-in-possession

By:  /s/David E. Lawrence                                 
Title:  Director and Authorized Person

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MILACRON CAPITAL HOLDINGS B.V.

As a Guarantor and as debtor and a debtor-in-possession

By:  /s/David E. Lawrence                                 
Title:  Power of Attorney

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ANNEX B

New Lenders

JPMorgan High Yield Bond Fund

Pacholder High Yield Fund Inc.

Southern UTE Permanent Fund

JPM Commingled Pension Trust Fund (High Yield)

JPMorgan Core Plus Bond – Distressed Debt

JPMorgan Distressed Debt Master Fund, Ltd.

Orleton Trust

Principle Investors –High Yield

JPMorgan RV4 ERISA Distressed Debt Fund

Symphony CDO I

Fortissimo LP

Encore LP

Paloma Value Holding, LLC

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Annex C

DIP Term Note Purchase Agreement

See Exhibit 10.4 of this filing.

EX-10

Exhibit 10.2

EXECUTION VERSION

AMENDMENT NO.  1 TO THE
INTERCREDITOR AGREEMENT

 Dated as of May 12, 2009

AMENDMENT NO. 1 TO THE INTERCREDITOR AGREEMENT among DDJ CAPITAL MANAGEMENT, LLC, as agent under the DIP Term Credit Agreement referred to below and agent under the DIP Term Notes referred to below (in such capacities, the “DIP Term Agent”), GENERAL ELECTRIC CAPITAL CORPORATION, as agent under the DIP ABL Credit Agreement referred to below (the “DIP ABL Agent”) and each of the parties under the heading ‘Credit Parties” set forth on the signature pages hereto (the “Credit Parties”).

PRELIMINARY STATEMENTS:

(1)

Pursuant to that certain Senior Secured, Superpriority Debtor-In-Possession Credit Agreement dated as of March 11, 2009 (as amended, restated, supplemented or otherwise modified from time to time, the “DIP ABL Credit Agreement”), by and among MILACRON INC. (the “Parent”), each Subsidiary of the Parent listed as a “Borrower” on the signature pages thereto (the Parent and such Subsidiaries are collectively referred to herein as “DIP ABL Borrowers” and individually as a “DIP ABL Borrower”), each other Subsidiary of the Parent listed as a “Credit Party” on the signature pages thereto, the DIP ABL Agent and the banks, financial institutions and other lenders party thereto (the “DIP ABL Lenders”), the DIP ABL Lenders have agreed to make certain loans and other financial accommodations to or for the benefit of DIP ABL Borrowers.

(2)

Pursuant to that certain Senior Secured Superpriority Priming Debtor-In-Possession Credit Agreement dated as of March 11, 2009 (as amended by Amendment No. 1 dated as of April 29, 2009 and as may otherwise be amended, restated, supplemented or otherwise modified from time to time, the “DIP Term Credit Agreement”), among the Parent, each guarantor party thereto, the banks, financial institutions and other institutional lenders party thereto from time to time (the “DIP Term Lenders”) and the DIP Term Agent, the DIP Term Lenders have agreed to make certain loans and other financial accommodations to or for the benefit of the Parent.

(3)

In connection with the transactions contemplated under the DIP Term Credit Agreement and the DIP ABL Credit Agreement, the DIP Term Agent, the DIP ABL Agent and the other parties named therein entered into an Intercreditor Agreement dated as of March 11, 2009 (the “Intercreditor Agreement”; capitalized terms used herein and not otherwise defined shall have the meaning set forth in the Intercreditor Agreement) pursuant to which each of the DIP ABL Agent (on behalf of the DIP ABL Lenders) and the DIP Term Agent (on behalf of the DIP Term Lenders) and, by their acknowledgment thereof, the Credit Parties, set forth the relative priority of Liens (as defined therein) on the Collateral (as defined therein) and certain other rights, priorities and interests as set forth therein.

(4)

Pursuant to that certain Debtor-in-Possession Note Purchase Agreement dated as of April 29, 2009 (as amended, restated, supplemented or otherwise modified from time to time, the

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2

“DIP Note Purchase Agreement”), among the Parent, the DIP Term Agent and the other parties named therein, the Parent has agreed to issue debtor-in-possession term notes (“DIP Term Notes”) to the purchasers named therein (the “DIP Term Noteholders”).

(5)

In connection with the transactions contemplated under the DIP Note Purchase Agreement, the parties hereto desire to amend the Intercreditor Agreement as hereinafter set forth.

SECTION 1.

Amendments to Intercreditor Agreement.  The Intercreditor Agreement is, effective as of the date hereof and subject to the satisfaction of the conditions precedent set forth in Section 2, hereby amended in its entirety to read in full as set forth in Annex A hereto.  By execution of this Amendment, the DIP Term Agent, the DIP ABL Agent and the Credit Parties agree to be bound by the terms of the Intercreditor Agreement, as amended hereby.

SECTION 2.

Conditions of Effectiveness.  This Amendment is subject to the provisions of Section 7.4 of the Intercreditor Agreement.  This Amendment shall become effective as of the date first above written (the “Amendment Effective Date”) when and only when, on or before the Amendment Effective Date each of the DIP Term Agent, the DIP ABL Agent and the Credit Parties shall have delivered executed counterparts this Amendment to the DIP Term Agent.   

SECTION 3.

Reference to and Effect on the Intercreditor Agreement.  (a)  On and after the Amendment Effective Date, each reference in the Intercreditor Agreement to “this Agreement”, “hereunder”, “hereof” or words of like import referring to the Intercreditor Agreement, and each reference in each of the other Transaction Documents, to “the Intercreditor Agreement”, “thereunder”, “thereof” or words of like import referring to the Intercreditor Agreement, shall mean and be a reference to the Intercreditor Agreement, as amended by this Amendment.

(b)

The Intercreditor Agreement, as specifically amended by this Amendment, is and shall continue to be in full force and effect and are hereby in all respects ratified and confirmed.  

(c)

The execution, delivery and effectiveness of this Amendment shall not, except as expressly provided herein, operate as a waiver of any right, power or remedy of any party to the Intercreditor Agreement nor constitute a waiver of any provision of the Intercreditor Agreement.

SECTION 4.

Avoidance Actions.  The DIP Term Agent, on behalf of the DIP Term Lenders, hereby acknowledges and agrees that to the extent the DIP Term Agent, any DIP Term Lender or their respective Affiliates enter into the Asset Purchase Agreement (as defined in the DIP Term Credit Agreement), the DIP Term Agent, the DIP Term Lenders and their respective Affiliates, as applicable, will not pursue the DIP ABL Agent, the DIP ABL Lenders or their respective Affiliates, in each case to the extent parties to any DIP ABL Documents, in connection with any Avoidance Actions (as defined in the DIP Term Credit Agreement) thereunder.

SECTION 5.

Costs, Expenses.  The costs and expenses incurred in connection with the preparation, execution, delivery and administration, modification and amendment of this Amendment, and the other instruments and documents to be delivered hereunder (including, without limitation, the reasonable fees and expenses of counsel for the DIP Term Agent and DIP ABL Agent) shall be paid in accordance with the DIP Note Purchase Agreement and the DIP ABL Credit Agreement, as applicable.

SECTION 6.

Execution in Counterparts.  This Amendment may be executed in any number of counterparts and by different parties hereto in separate counterparts, each of which when so executed shall be deemed to be an original and all of which taken together shall constitute but one and the same agreement.  Delivery of an executed counterpart of a signature page to this Amendment by

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3

telecopier or other electronic transmission shall be effective as delivery of a manually executed counterpart of this Amendment.

SECTION 7.

Credit Party Acknowledgement.  Each DIP ABL Borrower, each DIP ABL Guarantor, the DIP Term Borrower and each DIP Term Guarantor hereby acknowledges that it has received a copy of this Amendment and consents hereto, agrees to recognize all rights granted hereby (and under the Intercreditor Agreement, as amended) to the DIP ABL Agent, the DIP ABL Lenders, the DIP Term Agent, and the DIP Term Lenders and will not do any act or perform any obligation which is not in accordance with the agreements set forth in this Agreement.  Each DIP ABL Borrower, each DIP ABL Guarantor, the DIP Term Borrower and each DIP Term Guarantor further acknowledges and agrees that it is not an intended beneficiary or third party beneficiary under this Amendment and each DIP ABL Borrower, each DIP ABL Guarantor, the DIP Term Borrower and each DIP Term Guarantor consents to the amendments to the Intercreditor Agreement as effected hereby, and hereby confirms, acknowledges and agrees that the Intercreditor Agreement, as amended hereby shall remain in full force and effect.

SECTION 8.

Governing Law.  This Amendment shall be governed by, and construed in accordance with, the laws of the State of New York.

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IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be executed by their respective officers thereunto duly authorized, as of the date first above written.

GENERAL ELECTRIC CAPITAL CORPORATION, as the DIP ABL Agent

By: /s/ Thomas Morante

Name:

Thomas Morante

Title: Duly Authorized Signatory

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DDJ CAPITAL MANAGEMENT, LLC, as the DIP Term Agent

By:  /s/ David Breazzano

Name: David Breazzano

Title:   President

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CREDIT PARTIES

MILACRON INC.

By:  /s/David E. Lawrence                                

Name:

David E. Lawrence

Title:

President

CIMCOOL INDUSTRIAL PRODUCTS INC.

By:  /s/David E. Lawrence                                

Name:

David E. Lawrence

Title:

President

MILACRON MARKETING COMPANY

By:  /s/David E. Lawrence                                

Name:

David E. Lawrence

Title:

President

MILACRON PLASTICS TECHNOLOGIES GROUP INC.

By:  /s/David E. Lawrence                                

Name:

David E. Lawrence

Title:

President

D-M-E COMPANY

By:  /s/David E. Lawrence                                

Name:

David E. Lawrence

Title:

President

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MILACRON CAPITAL HOLDINGS B.V.

By:  /s/David E. Lawrence                                

Name:

David E. Lawrence

Title:

Power of Attorney

MILACRON CANADA LTD.

By:  /s/David E. Lawrence                                

Name:

David E. Lawrence

Title:

Director and Authorized Person

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ANNEX A

See attached.

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EXECUTION VERSION

ANNEX A

INTERCREDITOR AGREEMENT

BETWEEN GENERAL ELECTRIC CAPITAL CORPORATION,

AS DIP ABL AGENT,

AND

DDJ CAPITAL MANAGEMENT, LLC,

AS DIP TERM AGENT,

DATED AS OF MARCH 10, 2009

AND AMENDED AS OF APRIL 29, 2009

---------------------------------------------------------------------------------------------------------------------

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NYDOCS02/867883.5

TABLE OF CONTENTS

Page

ARTICLE 1

DEFINITIONS

2

Section 1.1

UCC DEFINITIONS

2

Section 1.2

OTHER DEFINITIONS

2

Section 1.3

RULES OF CONSTRUCTION

12

ARTICLE 2

LIEN PRIORITY

12

Section 2.1

AGREEMENT TO SUBORDINATE

12

Section 2.2

WAIVER OF RIGHT TO CONTEST LIENS

13

Section 2.3

REMEDIES STANDSTILL

14

Section 2.4

EXERCISE OF RIGHTS

15

Section 2.5

NO NEW LIENS

17

ARTICLE 3

ACTIONS OF THE PARTIES

18

Section 3.1

CERTAIN ACTIONS PERMITTED

18

Section 3.2

AGENT FOR PERFECTION

18

Section 3.3

SHARING OF INFORMATION AND ACCESS

18

Section 3.4

INSURANCE

19

Section 3.5

NO ADDITIONAL RIGHTS FOR THE CREDIT PARTIES HEREUNDER

19

Section 3.6

ACTIONS UPON BREACH

19

Section 3.7

INSPECTION RIGHTS AND INSURANCE

19

ARTICLE 4

APPLICATION OF PROCEEDS

20

Section 4.1

APPLICATION OF PROCEEDS

20

Section 4.2

SPECIFIC PERFORMANCE

22

ARTICLE 5

INTERCREDITOR ACKNOWLEDGEMENTS AND WAIVERS

22

Section 5.1

NOTICE OF ACCEPTANCE AND OTHER WAIVERS

22

Section 5.2

MODIFICATIONS TO DIP ABL DOCUMENTS AND DIP

TERM DOCUMENTS

23

Section 5.3

REINSTATEMENT AND CONTINUATION OF AGREEMENT

25

ARTICLE 6

INSOLVENCY PROCEEDINGS

26

Section 6.1

ASSET SALES

27

Section 6.2

SEPARATE GRANTS OF SECURITY AND SEPARATE CLASSIFICATION

27

Section 6.3

ENFORCEABILITY

28

Section 6.4

DIP ABL OBLIGATIONS UNCONDITIONAL

28

Section 6.5

DIP TERM OBLIGATIONS UNCONDITIONAL

28

ARTICLE 7

MISCELLANEOUS

29

Section 7.1

RIGHTS OF SUBROGATION

29

Section 7.2

FURTHER ASSURANCES

29

Section 7.3

REPRESENTATIONS

30

Section 7.4

AMENDMENTS

30

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TABLE OF CONTENTS

Page

Section 7.5

ADDRESSES FOR NOTICES

30

Section 7.6

NO WAIVER, REMEDIES

31

Section 7.7

CONTINUING AGREEMENT, TRANSFER OF SECURED OBLIGATIONS

31

Section 7.8

GOVERNING LAW; ENTIRE AGREEMENT

31

Section 7.9

COUNTERPARTS

31

Section 7.10

NO THIRD PARTY BENEFICIARIES

31

Section 7.11

HEADINGS

32

Section 7.12

SEVERABILITY

32

Section 7.13

ATTORNEYS FEES

32

Section 7.14

VENUE; JURY TRIAL WAIVER

33

Section 7.15

INTERCREDITOR AGREEMENT

34

Section 7.16

NO WARRANTIES OR LIABILITY

34

Section 7.17

CONFLICTS

34

Section 7.18

INFORMATION CONCERNING FINANCIAL CONDITION OF THE CREDIT PARTIES  35

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INTERCREDITOR AGREEMENT

THIS INTERCREDITOR AGREEMENT (as amended as of April 29, 2009 and as may otherwise be amended, restated, supplemented or otherwise modified from time to time, this “Agreement”) is entered into as of March 10, 2009 between GENERAL ELECTRIC CAPITAL CORPORATION, in its capacity as administrative agent (in such capacity, the “DIP ABL Agent) for the financial institutions party from time to time to the DIP ABL Credit Agreement referred to below (such financial institutions, together with their successors, assigns and transferees, the “Credit Agreement Lenders” and, together with affiliates thereof in their capacity as Bank Products Affiliates or Hedging Affiliates (in each case, as hereinafter defined), the “DIP ABL Lenders”) and DDJ CAPITAL MANAGEMENT, LLC, in its capacity as administrative agent for the financial institutions party from ti me to time to the DIP Term Credit Agreement referred to below (the “DIP Term Lenders”) and as agent under the DIP Term Note Purchase Agreement referred to below (in such capacities, the “DIP Term Agent”) .

RECITALS

A.

Pursuant to that certain Senior Secured, Super-Priority Debtor-In-Possession Credit Agreement dated as of March 11, 2009 (as amended, restated, supplemented or otherwise modified from time to time, the “DIP ABL Credit Agreement”), by and among MILACRON INC. (the “Parent”), each Subsidiary of the Parent listed as a “Borrower” on the signature pages thereto (the Parent and such Subsidiaries are collectively referred to herein as “DIP ABL Borrowers” and individually as a “DIP ABL Borrower”), each other Subsidiary of the Parent listed as a “Credit Party” on the signature pages thereto, the Credit Agreement Lenders and the DIP ABL Agent, the Credit Agreement Lenders have agreed to make certain loans and other financial accommodations to or for the benefit of DIP ABL Borrowers.

B.

Pursuant to certain guaranty agreements and security agreements dated as of the date hereof (the “DIP ABL Guaranties”) by the DIP ABL Guarantors in favor of the DIP ABL Agent, the DIP ABL Guarantors have agreed to guarantee the payment and performance of the Borrowers’ obligations under the DIP ABL Documents.

C.

As a condition to the effectiveness of the DIP ABL Credit Agreement and to secure the obligations of DIP ABL Borrowers and the DIP ABL Guarantors (DIP ABL Borrowers, the DIP ABL Guarantors and each other direct or indirect affiliate or shareholder (or equivalent) of Milacron or any of its affiliates that is now or hereafter becomes a party to any DIP ABL Document, collectively, the “DIP ABL Credit Parties”) under and in connection with the DIP ABL Documents, the DIP ABL Credit Parties have granted to the DIP ABL Agent (for the benefit of the DIP ABL Lenders including the Bank Products Affiliates and Hedging Affiliates) Liens on the Collateral.

D.

Pursuant to (a) that certain Senior Secured Superpriority Priming Debtor-In-Possession Credit Agreement dated as of March 11, 2009 (as amended by Amendment No. 1 dated as of April 29, 2009 and as may otherwise be amended, restated, supplemented or otherwise modified from time to time, the “DIP Term Credit Agreement”), among MILACRON INC. (the “DIP Term Borrower”), each guarantor party thereto, the banks, financial institutions and other institutional lenders party thereto from time to time (the “DIP Term Lenders”) and (b)

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that certain Senior Secured Superpriority Priming Debtor-in-Possession Note Purchase Agreement dated as of April 29, 2009 (as amended, supplemented or otherwise modified from time to time, the “DIP Term Note Purchase Agreement” and, together with the DIP Term Credit Agreement, the “DIP Term Facility Credit Documents”) by and among the DIP Term Borrower, the DIP Term Agent, the other parties name therein and each holder of DIP Term Notes (as defined below) thereunder (each a “DIP Term Noteholder”), the DIP Term Agent, the DIP Term Lenders have agreed to make certain loans and other financial accommodations, and the DIP Term Noteholders have agreed to purchase DIP Term Notes, in each case, to or for the benefit of DIP Term Borrower.

E.

Pursuant to certain guaranty agreements contained in the DIP Term Credit Agreement and the DIP Term Note Purchase Agreement (together, the “DIP Term Guaranties”) by the DIP Term Guarantors in favor of the DIP Term Agent, the DIP Term Guarantors have agreed to guarantee the payment and performance of DIP Term Borrower’ obligations under the DIP Term Facility Credit Documents.

F.

As a condition to the effectiveness of the DIP Term Credit Agreement and the DIP Term Note Purchase Agreement and to secure the obligations of DIP Term Borrower and the DIP Term Guarantors (DIP Term Borrower, the DIP Term Guarantors and each other direct or indirect affiliate or shareholder (or equivalent) of Milacron or any of its affiliates that is now or hereafter becomes a party to any DIP Term Document, collectively, the “DIP Term Credit Parties”) under and in connection with the DIP Term Documents, the DIP Term Credit Parties have granted to the DIP Term Agent (for the benefit of the DIP Term Lenders and the DIP Term Noteholders) Liens on the Collateral.

G.

Each of the DIP ABL Agent (on behalf of the DIP ABL Lenders) and the DIP Term Agent (on behalf of the DIP Term Secured Parties) and, by their acknowledgment hereof, the Credit Parties, desire to agree to the relative priority of Liens on the Collateral and certain other rights, priorities and interests as provided herein.

NOW THEREFORE, in consideration of the foregoing and for other good and valuable consideration, receipt of which is hereby acknowledged, the parties hereto agree as follows:

ARTICLE 1

DEFINITIONS

SECTION 1.1

UCC DEFINITIONS. The following terms which are defined in the Uniform Commercial Code are used herein as so defined: Accounts, Chattel Paper, Deposit Accounts, Documents, Electronic Chattel Paper, Equipment, Financial Assets, Instruments, Inventory, Investment Property, Letter-of-Credit Rights, Money, Payment Intangibles, Promissory Notes, Records, Security, Securities Accounts, Security Entitlements, Supporting Obligations, and Tangible Chattel Paper.

SECTION 1.2

OTHER DEFINITIONS. As used in this Agreement, the following terms shall have the meanings set forth below:

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“Affiliate” shall mean (a) any Person controlling, controlled by or under common control with any other Person, (b) with respect to any Person, any other Person who is an officer, director, managing member, partner, trustee or beneficiary of such Person, and (c) any Person who is a spouse, sibling, parent, grandparent, child or grandchild of a Person described in clauses (a) or (b) preceding. For purposes of this definition, “control” (including “controlled by” and “under common control with”) shall mean the possession, directly or indirectly, of the power to either (a) vote 10% or more of the voting securities of such Person or (b) direct or cause the direction of the management and policies of such Person, whether through the ownership of voting securities, by contract or otherwise.

“Agreement” shall mean this Intercreditor Agreement.

“Asset Sale Proceeds Account” shall mean a segregated deposit account under the sole control of the DIP Term Agent which contains only proceeds from the sale of DIP Term Priority Collateral and any interest earned thereon.

“Bank Products Affiliate” shall mean any Affiliate of any Credit Agreement Lender that has entered into a Bank Products Agreement with a DIP ABL Credit Party with the obligations of such DIP ABL Credit Party thereunder being secured by one or more DIP ABL Collateral Documents.

“Bank Products Agreement” shall mean any agreement pursuant to which a bank or other financial institution agrees to provide treasury management services (including, without limitation, controlled disbursement, automated clearinghouse transactions, return items, overdrafts and interstate depository network services).

“Bankruptcy Code” shall mean title 11 of the United States Code.

“Capital Stock” shall mean (a) in the case of a corporation, corporate stock, (b) in the case of an association, any and all shares, interests, participations, rights or other equivalents (however designated) of corporate stock, (c) in the case of a partnership or limited liability company, partnership or membership interests (whether general or limited), and (d) any other interest or participation that confers on a Person the right to receive a share of the profits and losses of, or distributions of property of, the issuing Person.

“Cash Collateral” shall mean any Collateral consisting of Money or cash equivalents, any Security Entitlement and any Financial Assets.

“Cash Equivalents” shall mean (i) 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; (ii) commercial paper, maturing not more than 270 days after the date of issue rated P-1 by Moody’s Investors Service, Inc. and any successor thereto (“Moody’s”) or A-1 by Standard & Poor’s Ratings Services, a division of The McGraw-Hill Companies, Inc. and any successor thereto (“Standard & Poor’s”); (iii) 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, eac h of which is a member of the Federal Reserve System and has a combined

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capital and surplus and undivided profits of not less than $500,000,000; (iv) 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 (iii) above and which are secured by readily marketable direct obligations of the United States Government or any agency thereof, (v) money market accounts maintained with mutual funds having assets in excess of $2,500,000,000; and (vi) tax exempt securities rated A or higher by Moody’s or A+ or higher by Standard & Poor’s.

“Collateral” shall mean all Property now owned or hereafter acquired by any DIP ABL Borrower, any DIP ABL Guarantor, the DIP Term Borrower or any DIP Term Guarantor in or upon which a Lien is granted or purported to be granted to the DIP ABL Agent or the DIP Term Agent under any of the DIP ABL Collateral Documents or the DIP Term Collateral Documents, together with all rents, issues, profits, products, and Proceeds thereof.

“Control Collateral” shall mean any Collateral consisting of any Certificated Security, Investment Property, Deposit Account, and any other Collateral as to which a Lien may be perfected through possession or control by the secured party, or any agent therefor.

“Copyright Licenses” shall mean any and all agreements, whether written or oral, providing for the grant by or to any Credit Party of any right under any Copyright, including, without limitation, the grant of rights to manufacture, distribute, exploit and sell materials derived from any Copyright.

“Copyrights” shall mean (i) any and all other copyrights, in the United States or any other country, whether registered or unregistered, or published or unpublished, all registrations and recordings thereof and all applications in connection therewith, and (ii) the right to obtain all renewals of the foregoing.

“Credit Agreement Lenders” shall have the meaning assigned to that term in the introduction to this Agreement.

“Credit Documents” shall mean the DIP ABL Documents and the DIP Term Documents.

“Credit Parties” shall mean the DIP ABL Credit Parties and the DIP Term Credit Parties.

“Debtor Relief Laws” shall mean the Bankruptcy Code, the Bankruptcy and Insolvency Act (Canada), the Companies’ Creditors Arrangement Act (Canada) and all other liquidation, conservatorship, bankruptcy, assignment for benefit of creditors, moratorium, rearrangement, receivership, insolvency, reorganization, or similar debtor relief laws of the United States or Canada or other applicable jurisdictions from time to time in effect affecting the rights of creditors generally.

“DIP ABL Agent” shall have the meaning assigned to that term in the introduction to this Agreement and shall include any successor thereto as well as any Person designated as the “Agent” under any DIP ABL Credit Agreement.

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“DIP ABL Collateral Documents” shall mean all “Security Agreements” as defined in the DIP ABL Credit Agreement, and all other security agreements, mortgages, deeds of trust and other collateral documents executed and delivered in connection with any DIP ABL Credit Agreement.

“DIP ABL Credit Agreement” shall mean the DIP ABL Credit Agreement (as such term is defined in the recitals to this Agreement) and any other agreement extending the maturity of, consolidating, restructuring, refunding, replacing or refinancing all or any portion of the DIP ABL Obligations, whether by the same or any other agent, lender or group of lenders and whether or not increasing the amount of any Indebtedness that may be incurred thereunder.

“DIP ABL Credit Parties” shall have the meaning assigned to that term in the recitals to this Agreement.

“DIP ABL Documents” shall mean the DIP ABL Credit Agreement, the DIP ABL Guaranties, the DIP ABL Collateral Documents, the Bank Product Agreements, the Hedging Agreements, those other ancillary agreements as to which the DIP ABL Agent or any DIP ABL Lender (including any Bank Products Affiliate and any Hedging Affiliate) is a party or a beneficiary and all other agreements, instruments, documents and certificates, now or hereafter executed by or on behalf of any DIP ABL Credit Party or any of its respective Subsidiaries or Affiliates, and delivered to the DIP ABL Agent, in connection with any of the foregoing or any DIP ABL Credit Agreement.

“DIP ABL Guaranties” shall have the meaning assigned to that term in the recitals to this Agreement.

“DIP ABL Guarantors” shall mean each subsidiary of Milacron listed on Schedule B hereto as an “DIP ABL Guarantor” and any other Person who becomes a guarantor under any of the DIP ABL Guaranties.

“DIP ABL Lenders” shall have the meaning assigned to that term in the introduction to this Agreement and shall include all Bank Product Affiliates and Hedging Affiliates and all successors, assigns, transferees and replacements thereof, as well as any Person designated as a “Lender” under any DIP ABL Credit Agreement.

“DIP ABL Obligations” shall mean all of the “Obligations” as defined in the DIP ABL Credit Agreement, and all other amounts owing or due under the terms of the DIP ABL Documents, as amended, restated, modified, renewed, refunded, replaced or refinanced in whole or in part from time to time. This term includes, without limitation, all interest, fees, charges, expenses, attorneys’ fees and any other sum chargeable to any DIP ABL Credit Party under any of the DIP ABL Documents and shall also include, without limitation, all amounts that would become due and interest, fees and charges that would accrue but for the operation of the automatic stay under Section 362(a) of the Bankruptcy Code or any other provision of the Bankruptcy Code or any similar provision of any other applicable Debtor Relief Laws.

“DIP ABL Priority Collateral” shall mean all Collateral consisting of the following:

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(1)

all Accounts and Receivables;

(2)

all Chattel Paper (including Tangible Chattel Paper and Electronic Chattel Paper);

(3)

(x) all Deposit Accounts (except for the DIP Term Loan Account (as defined in the DIP ABL Credit Agreement)) and Money and all cash, checks, other negotiable instruments, funds and other evidences of payments held therein and (y) all Securities, Security Entitlements, and Securities Accounts, in each case, to the extent constituting cash or Cash Equivalents or representing a claim to Cash Equivalents, except, in each case, for (a) any Asset Sale Proceeds Account and all deposits and other funds held therein and (b) any Deposit Account or Money and all cash, checks, other negotiable instruments, funds and other evidences of payments held therein or any Securities Account and all cash and Cash Equivalents held therein, in each case, that constitute identifiable proceeds of DIP Term Priority Collateral and all deposits and other funds held therein, but in any event and regardless of the foregoing clau ses (a), (b) and (c), including the accounts listed on Schedule A hereto;

(4)

all Inventory;

(5)

to the extent involving or governing any of the items referred to in the preceding clauses (1) through (4), all Documents, General Intangibles, Instruments (including, without limitation, Promissory Notes), and Letter of Credit Rights; provided that to the extent any of the foregoing also relates to DIP Term Priority Collateral, only that portion related to the items referred to in the preceding clauses (1) through (4) shall be included in the DIP ABL Priority Collateral; provided further that for the avoidance of doubt, all Avoidance Actions (as defined in the DIP Term Credit Agreement) shall be included only in the DIP Term Priority Collateral and shall not be included in the DIP ABL Priority Collateral;

(6)

to the extent evidencing or governing any of the items referred to in the preceding clauses (1) through (5), all Supporting Obligations; provided that to the extent any of the foregoing also relates to DIP Term Priority Collateral only that portion related to the items referred to in the preceding clauses (1) through (5) shall be included in the DIP ABL Priority Collateral;

(7)

all books and Records relating to the foregoing (including without limitation all books, databases, customer lists, engineer drawings, and Records, whether tangible or electronic which contain any information relating to any of the foregoing);

(8)

all Proceeds of any of the foregoing (including without limitation, all insurance proceeds) and all collateral security and guarantees given by any Person with respect to any of the foregoing;

provided, however, that any Collateral, regardless of type, received in connection with a permitted disposition of or otherwise in exchange for DIP ABL Priority Collateral pursuant to the terms of the DIP ABL Credit Agreement shall be treated as DIP ABL Priority Collateral under this Agreement; and provided, further, that any Collateral regardless of type received in connection with a permitted disposition of or otherwise in exchange for DIP Term Priority Collateral pursuant to the terms of the DIP Term Credit Agreement, shall be treated as DIP Term Priority Collateral under this Agreement.

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“DIP ABL Secured Parties” shall mean the DIP ABL Agent and the DIP ABL Lenders.

“DIP Term Agent” shall have the meaning assigned to that term in the introduction to this Agreement and shall include any successor trustee or collateral agent appointed under the DIP Term Credit Agreement, the DIP Term Collateral Documents, the DIP Term Note Purchase Agreement and any agent of any of the foregoing.

“DIP Term Collateral Documents” shall mean all “Collateral Documents” as defined in the DIP Term Credit Agreement, and all other security agreements, mortgages, deeds of trust and other collateral documents executed and delivered in connection with the DIP Term Facility Credit Documents.

“DIP Term Credit Agreement” shall mean the DIP Term Credit Agreement (as such term is defined in the recitals to this Agreement) and any other agreement extending the maturity of, consolidating, restructuring, refunding, replacing or refinancing all or any portion of the DIP Term Loan Obligations, whether by the same or any other agent, lender or group of lenders and whether or not increasing the amount of any Indebtedness that may be incurred thereunder.

“DIP Term Credit Parties” shall have the meaning assigned to that term in the recitals to this Agreement.

“DIP Term Documents” shall mean the DIP Term Credit Agreement, the DIP Term Guaranties, the DIP Term Collateral Documents, the DIP Term Note Purchase Agreement and those other ancillary agreements as to which the DIP Term Agent, any DIP Term Lender  or DIP Term Noteholder is a party or a beneficiary and all other agreements, instruments, documents and certificates, now or hereafter executed by or on behalf of any DIP Term Credit Party or any of its respective Subsidiaries or Affiliates, and delivered to the DIP Term Agent, in connection with any of the foregoing or the DIP Term Credit Agreement or the DIP Term Note Purchase Agreement.

“DIP Term Facility Credit Documents” shall have the meaning assigned to that term in the recitals to this Agreement.

“DIP Term Guarantors” shall mean each subsidiary of Milacron listed on Schedule B hereto as a “DIP Term Guarantor” and any other Person who becomes a guarantor under the DIP Term Facility Credit Documents.

 “DIP Term Lender” shall have the meaning assigned to that term in the introduction to this Agreement and shall include each successor and assign thereof.

“DIP Term Loan Obligations” means the “Obligations” as defined in the DIP Term Credit Agreement.

“DIP Term Note Purchase Agreement” shall mean the DIP Term Note Purchase Agreement (as such term is defined in the recitals to this Agreement) and any other agreement extending the maturity of, consolidating, restructuring, refunding, replacing or refinancing all or

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any portion of the DIP Term Notes Obligations, whether by the same or any other agent, lender or group of lenders and whether or not increasing the amount of any Indebtedness that may be incurred thereunder.

“DIP Term Noteholder” shall have the meaning assigned to that term in the recitals to this Agreement.

“DIP Term Notes” means each “DIP Term Note” as defined in the DIP Term Note Purchase Agreement.

“DIP Term Notes Obligations” means the obligations of the DIP Term Borrower and the DIP Term Guarantors to pay principal, interest and other amounts owing by the DIP Term Borrower and the DIP Term Guarantors to the DIP Term Noteholders and the DIP Term Agent under the DIP Term Note Purchase Agreement.

“DIP Term Obligations” shall mean collectively, (a) the DIP Term Loan Obligations, (b) the DIP Term Notes Obligations and (c) all other amounts owing or due under the terms of the DIP Term Documents, as amended, restated, modified, renewed, refunded, replaced or refinanced in whole or in part from time to time. This term includes, without limitation, all interest, fees, charges, expenses, attorneys’ fees and any other sum chargeable to any DIP Term Credit Party under any of the DIP Term Documents and shall also include, without limitation, all amounts that would become due and interest, fees and charges that would accrue but for the operation of the automatic stay under Section 362(a) of the Bankruptcy Code or any other provision of the Bankruptcy Code or any similar provision of any other applicable Debtor Relief Laws.

“DIP Term Priority Collateral” shall mean all Collateral, including, without limitation, the DIP Term Loan Account (as defined in the DIP ABL Credit Agreement), other than the DIP ABL Priority Collateral; provided, however, that any Collateral, regardless of type, received in connection with a permitted disposition of or otherwise in exchange for DIP Term Priority Collateral pursuant to the terms of the DIP Term Loan Agreement shall be treated as DIP Term Priority Collateral under this Agreement; provided, further, that any Collateral regardless of type received in connection with a permitted disposition of or otherwise in exchange for DIP ABL Priority Collateral pursuant to the terms of the Credit Agreement, shall be treated as DIP ABL Priority Collateral under this Agreement.

 “DIP Term Secured Parties” shall mean the DIP Term Agent, the DIP Term Lenders and the DIP Term Noteholders.

“Discharge of DIP ABL Obligations” shall mean (a) the payment in full of the DIP ABL Obligations that are outstanding and unpaid at the time all indebtedness thereunder is paid in full including, with respect to amounts available to be drawn under outstanding letters of credit issued thereunder (or indemnities or other undertakings issued pursuant thereto in respect of outstanding letters of credit) delivery of Money or backstop letters of credit in respect thereof in compliance with the terms of any DIP ABL Credit Agreement (which shall not exceed an amount equal to 105% of the aggregate undrawn amount of such letters of credit), (b) the termination of all commitments to extend credit under the DIP ABL Documents, and (c) the

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delivery by the DIP ABL Agent of a written notice to the DIP Term Agent stating that the events described in clauses (a) and (b) have occurred to the satisfaction of the DIP ABL Secured Parties.

“Discharge of DIP Term Obligations” shall mean (a) the payment in full of the DIP Term Obligations that are outstanding and unpaid at the time the DIP Term Facility Credit Documents are paid in full, (b) the termination of all commitments to extend credit or purchase DIP Term Notes under the DIP Term Documents and (c) the delivery by the DIP Term Agent of a written notice to the DIP ABL Agent stating that the events described in clause (a) have occurred to the satisfaction of the DIP Term Secured Parties.

“Event of Default” shall mean an Event of Default under any DIP ABL Credit Agreement or the DIP Term Facility Credit Documents.

“Exercise Any Secured Creditor Remedies” or “Exercise of Secured Creditor Remedies” shall mean:

(a)

the taking of any action to enforce or realize upon any Lien, including the institution of any foreclosure proceedings or the noticing of any public or private sale pursuant to article 9 of the Uniform Commercial Code;

(b)

the exercise of any right or remedy provided to a secured creditor on account of a Lien under any of the Credit Documents, under applicable law, in an Insolvency Proceeding or otherwise, including the election to retain any of the Collateral in satisfaction of a Lien;

(c)

the taking of any action or the exercise of any right or remedy in respect of the collection on, set off against, marshaling of, or foreclosure on the Collateral or the Proceeds thereof;

(d)

the appointment of a receiver, receiver and manager or interim receiver of all or part of the Collateral;

(e)

the sale, lease, license, or other disposition of all or any portion of the Collateral by private or public sale or any other means permissible under applicable law;

(f)

the exercise of any other right of a secured creditor under Part 6 of Article 9 of the Uniform Commercial Code;

(g)

the exercise of any voting rights relating to any Capital Stock included in the Collateral; and

(h)

the delivery of any notice, claim or demand relating to the Collateral to any Person (including any securities intermediary, depository bank or landlord) in possession or control of any Collateral.

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For avoidance of doubt, filing a proof of claim in bankruptcy court or seeking adequate protection (or any similar action in any foreign jurisdiction) shall not be deemed to be an Exercise of Secured Creditor Remedies.

“Existing Intercreditor Agreement” shall mean that certain Intercreditor Agreement dated as of June 10, 2004 by and among JPMorgan Chase Bank, Parent and U.S. Bank National Association, as trustee, as amended by that certain Supplement No. 1 to Intercreditor Agreement, dated as of the Closing Date, between JPMorgan Chase Bank, N.A. (f/k/a JPMorgan Chase Bank), in its capacity as Departing ABL Agent, on behalf of itself and the Departing ABL Lenders (as defined therein), General Electric Capital Corporation, in its capacity as New ABL Agent, on behalf of itself and the New ABL Lenders (as defined therein), and U.S. Bank National Association, as trustee.

“General Intangibles” shall mean all “general intangibles” as such term is defined in the Uniform Commercial Code including, without limitation, with respect to any Credit Party, all contracts, agreements, instruments and indentures in any form, and portions thereof, to which such Credit Party is a party or under which such Credit Party has any right, title or interest or to which such Credit Party or any property of such Credit Party is subject, as the same may from time to time be amended, supplemented or otherwise modified, including, without limitation (but limited as aforesaid), (i) all rights of such Credit Party to receive moneys due and to become due to it thereunder or in connection therewith, (ii) all rights of such Credit Party to damages arising thereunder, (iii) all equity that constitutes “general intangibles” and (iv) all rights of such Credit Par ty to perform and to exercise all remedies thereunder.

“Guarantor” shall mean any of the DIP ABL Guarantors or the DIP Term Guarantors.

“Hedging Affiliate” shall mean any Affiliate of any Credit Agreement Lender that has entered into a Hedging Agreement with an DIP ABL Credit Party with the obligations of such DIP ABL Credit Party thereunder being secured by one or more DIP ABL Collateral Documents.

“Hedging Agreement” shall mean any interest rate, foreign currency, commodity or equity swap, collar, cap, floor or forward rate agreement, or other agreement or arrangement designed to protect against fluctuations in interest rates or currency, commodity or equity values (including, without limitation, any option with respect to any of the foregoing and any combination of the foregoing agreements or arrangements), and any confirmation executed in connection with any such agreement or arrangement.

“Insolvency Proceeding” shall mean (a) any case, action or proceeding before any court or other governmental authority relating to bankruptcy, reorganization, insolvency, liquidation, receivership, dissolution, winding-up or relief of debtors, or (b) any general assignment for the benefit of creditors, composition, marshalling of assets for creditors or other similar arrangement in respect of its creditors generally or any substantial portion of its creditors; in each case covered by clauses (a) and (b) undertaken under United States Federal, State or foreign law, including the Bankruptcy Code, the Bankruptcy and Insolvency Act (Canada) and the Companies’ Creditors Arrangement Act (Canada).

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“Intellectual Property” shall mean all rights, priorities and privileges provided under United States, multinational and foreign law relating to intellectual property, including without limitation, all Copyrights, Copyright Licenses, Patents, Patent Licenses, Trade Secrets, Trade Secret Licenses, Trademarks and Trademark Licenses, and all rights to sue at law or in equity for any infringement or other impairment thereof, including the right to receive all proceeds and damages therefrom.

“Lien” shall mean any interest in Property securing an obligation owed to, or a claim by, a Person other than the owner of the Property, whether such interest is based on contract, constitutional, common, or statutory law, and including but not limited to the lien or security interest arising from a mortgage, encumbrance, pledge, security agreement, conditional sale or trust receipt or a lease, consignment or bailment for security purposes or in the case of securities, any purchase option, call or similar right of a third party with respect to such securities. The term “Lien” shall include reservations, exceptions, encroachments, easements, rights of way, covenants, conditions, restrictions, liens and other statutory, constitutional, or common law rights of landlords, leases and other title exceptions and encumbrances affecting Property.

“Lien Priority” shall mean with respect to any Lien of the DIP ABL Agent or the DIP Term Agent in the Collateral, the order of priority of such Lien as specified in Section 2.1.

“Party” shall mean the DIP ABL Agent or the DIP Term Agent, and “Parties” shall mean both the DIP ABL Agent and the DIP Term Agent.

“Patent License” shall mean any and all agreements, whether written or oral, providing for the grant by or to any Credit Party of any right to manufacture, use or sell any invention covered in whole or in part by a Patent to the extent that a grant of a security interest in such patent license is not prohibited by applicable law or the applicable patent agreement.

“Patents” shall mean (i) all letters patent of the United States or any other country and all reissues and extensions thereof, (ii) all applications for letters patent of the United States or any other country and all divisions, continuations and continuations-in-part thereof, and (iii) all rights to obtain any reissues or extensions of the foregoing.

“Payment Collateral” shall mean all Accounts, Instruments, Chattel Paper, Letter-Of-Credit Rights, Deposit Accounts (other than the Deposit Accounts which constitute DIP Term Priority Collateral), Securities Accounts, and Payment Intangibles, together with all Supporting Obligations, in each case composing a portion of the Collateral.

“Person” shall mean any natural person, corporation, limited liability company, unlimited liability company, limited partnership, general partnership, limited liability partnership, joint venture, trust, land trust, business trust, or other organization, irrespective of whether such organization is a legal entity, and shall include a government and any agency or political subdivision thereof.

“Priority Collateral” shall mean the DIP ABL Priority Collateral or the DIP Term Priority Collateral.

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“Proceeds” shall mean (a) all “proceeds,” as defined in Article 9 of the Uniform Commercial Code, with respect to the Collateral, and (b) whatever is recoverable or recovered when any Collateral is sold, exchanged, collected, or disposed of, whether voluntarily or involuntarily.

“Property” shall mean any interest in any kind of property or asset, whether real, personal or mixed, or tangible or intangible.

“Real Property” shall mean any right, title or interest in and to real property, including any fee interest, leasehold interest, easement, or license and any other right to use or occupy real property, including any right arising by contract.

“Receivable” shall mean any right to payment for goods sold or leased or for services rendered, whether or not such right is evidenced by an Instrument or Chattel Paper and whether or not it has been earned by performance (including, without limitation, any Account).

“Recovery” shall have the meaning set forth in Section 5.3.

“Secured Parties” shall mean the DIP ABL Secured Parties or the DIP Term Secured Parties.

 “Subsidiary” of any Person shall mean a corporation, limited liability company, partnership or other entity of which a majority of the outstanding shares of stock of each class having ordinary voting power or other equity interests is owned by such Person, by one or more Subsidiaries of such Person, or by such Person and one or more of its Subsidiaries.

 “Trade Secret Licenses” shall mean any and all agreements, whether written or oral, providing for the grant by or to any Credit Party of any right in or to Trade Secrets, to the extent that a grant of a security interest in such Trade Secret License is not prohibited by applicable law or the applicable Trade Secret License.

“Trade Secrets” shall mean all trade secrets and all other confidential or proprietary information and know-how whether or not such trade secret has been reduced to a writing or other tangible form, including all documents and things embodying, incorporating, or referring in any way to such trade secret, including but not limited to: (a) the right to sue for past, present and future misappropriation or other violation of any trade secret, and (b) all Proceeds of the foregoing, including, without limitation, licenses, royalties, income, payments, claims, damages, and proceeds of suit.

“Trademark License” shall mean any and all agreements, whether written or oral, providing for the grant by or to any Credit Party of any right to use any Trademark, to the extent that a grant of a security interest in such Trademark License is not prohibited by applicable law or the applicable Trademark License.

“Trademarks” shall mean (a) all trademarks, trade names, corporate names, company names, business names, fictitious business names, trade styles, service marks, logos and other source or business identifiers, and all goodwill associated therewith, now existing or hereafter adopted or acquired, all registrations and recordings thereof, and all applications in

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connection therewith, whether in the United States Patent and Trademark Office or in any similar office or agency of the United States, any State thereof or any other country or any political subdivision thereof, or otherwise, and all common-law rights related thereto, and (b) the right to obtain all renewals thereof.

“Uniform Commercial Code” shall mean the Uniform Commercial Code as the same may, from time to time, be in effect in the State of New York; provided that to the extent that the Uniform Commercial Code is used to define any term in any security document and such term is defined differently in differing Articles of the Uniform Commercial Code, the definition of such term contained in Article 9 shall govern; provided, further, that in the event that, by reason of mandatory provisions of law, any or all of the attachment, perfection, publication or priority of, or remedies with respect to, Liens of any Party is governed by the Uniform Commercial Code or foreign personal property security laws as enacted and in effect in a jurisdiction other than the State of New York, the term “Uniform Commercial Code” will mean the Uniform Commercial Code or such foreign personal property security laws as enacted and in effect in such other jurisdiction solely for purposes of the provisions thereof relating to such attachment, perfection, priority or remedies and for purposes of definitions related to such provisions.

SECTION 1.3

RULES OF CONSTRUCTION. Unless the context of this Agreement clearly requires otherwise, references to the plural include the singular, references to the singular include the plural, the term “including” is not limiting, and the term ‘or’ has, except where otherwise indicated, the inclusive meaning represented by the phrase “and/or.” The words “hereof,” “herein,” “hereby,” “hereunder,” and similar terms in this Agreement refer to this Agreement as a whole and not to any particular provision of this Agreement. Article, section, subsection, clause, schedule, and exhibit references herein are to this Agreement unless otherwise specified. Any reference in this Agreement to any agreement, instrument, or document shall include all alterations, amendments, changes, extensions, modifications, renewals, replacements, substitutions, joinde rs, and supplements thereto and thereof, as applicable (subject to any restrictions on such alterations, amendments, changes, extensions, modifications, renewals, replacements, substitutions, joinders, and supplements set forth herein). Any reference herein to any Person shall be construed to include such Person’s successors and assigns. Any reference herein to the repayment in full of an obligation shall mean the payment in full in cash of such obligation.

ARTICLE 2

LIEN PRIORITY

SECTION 2.1

AGREEMENT TO SUBORDINATE.

(a)

Notwithstanding (i) the date, time, method, manner, or order of grant, attachment, or perfection (including any defect or deficiency or alleged defect or deficiency in any of the foregoing) of any Liens granted to the DIP ABL Agent or the DIP ABL Lenders in respect of all or any portion of the Collateral or of any Liens granted to the DIP Term Agent or any DIP Term Secured Party in respect of all or any portion of the Collateral and regardless of how any such Lien was acquired (whether by grant, statute, operation of law, subrogation or

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otherwise), (ii) the order or time of filing or recordation of any document or instrument for perfecting the Liens in favor of the DIP ABL Agent or the DIP Term Agent (or DIP ABL Lender or DIP Term Secured Party) in any Collateral, (iii) any provision of the Uniform Commercial Code, the Bankruptcy Code or any other applicable law, or of the DIP ABL Documents or the DIP Term Documents, (iv) whether the DIP ABL Agent or the DIP Term Agent, in each case, either directly or through agents, holds possession of, or has control over, all or any part of the Collateral, (v) the fact that any such Liens in favor of the DIP ABL Agent or the DIP ABL Lenders or the DIP Term Agent or any DIP Term Secured Party securing any of the DIP ABL Obligations or DIP Term Obligations, respectively, are (x) subordinated to any Lien securing any obligation of any Credit Party other than the DIP Term Obligations or the DIP ABL Obligations, res pectively, or (y) otherwise subordinated, voided, avoided, invalidated or lapsed or (vi) any other circumstance of any kind or nature whatsoever, the DIP ABL Agent, on behalf of itself and the DIP ABL Lenders, and the DIP Term Agent, on behalf of itself and any DIP Term Secured Party, hereby agree that:

(1)

any Lien in respect of all or any portion of the DIP ABL Priority Collateral now or hereafter held by or on behalf of the DIP Term Agent or any DIP Term Secured Party that secures all or any portion of the DIP Term Obligations shall in all respects be junior and subordinate to all Liens granted to the DIP ABL Agent and the DIP ABL Lenders in the DIP ABL Priority Collateral to secure all or any portion of the DIP ABL Obligations;

(2)

any Lien in respect of all or any portion of the DIP ABL Priority Collateral now or hereafter held by or on behalf of the DIP ABL Agent or any ABL Lender that secures all or any portion of the DIP ABL Obligations shall in all respects be senior and prior to all Liens granted to the DIP Term Agent or any DIP Term Secured Party in the DIP ABL Priority Collateral to secure all or any portion of the DIP Term Obligations;

(3)

any Lien in respect of all or any portion of the DIP Term Priority Collateral now or hereafter held by or on behalf of the DIP ABL Agent or any ABL Lender that secures all or any portion of the DIP ABL Obligations shall in all respects be junior and subordinate to all Liens granted to (A) the DIP Term Agent and any DIP Term Secured Party in the DIP Term Priority Collateral and (B) the Term Agent (as defined in the Existing Intercreditor Agreement) and the Term Noteholders (as defined in the Existing Intercreditor Agreement) in the Term Priority Collateral (as defined in the Existing Intercreditor Agreement) to secure all or any portion of the DIP Term Obligations; and

(4)

any Lien in respect of all or any portion of the DIP Term Priority Collateral now or hereafter held by or on behalf of (A) the DIP Term Agent or any DIP Term Secured Party or (B) the Term Agent (as defined in the Existing Intercreditor Agreement) or any Term Noteholder (as defined in the Existing Intercreditor Agreement) that secures all or any portion of the DIP Term Obligations or the Term Obligations (as defined in the Existing Intercreditor Agreement), as applicable, shall in all respects be senior and prior to all Liens granted to the DIP ABL Agent or any ABL Lender in the DIP Term Priority Collateral to secure all or any portion of the DIP ABL Obligations.

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(b)

Notwithstanding any failure by any DIP ABL Secured Party or DIP Term Secured Party to perfect its security interests in the Collateral (to the extent any action is required for purposes of perfection) or any avoidance, invalidation or subordination by any third party or court of competent jurisdiction of the security interests in the Collateral granted to the DIP ABL Secured Parties or the DIP Term Secured Parties, the priority and rights as between the DIP ABL Secured Parties and the DIP Term Secured Parties with respect to the Collateral shall be as set forth herein.

(c)

The DIP Term Agent, for and on behalf of itself and the DIP Term Secured Parties, acknowledges and agrees that, concurrently herewith, the DIP ABL Agent, for the benefit of itself and the DIP ABL Lenders, has been granted Liens upon all of the Collateral in which the DIP Term Agent has been granted Liens and the DIP Term Agent hereby consents thereto. The DIP ABL Agent, for and on behalf of itself and the DIP ABL Lenders, acknowledges and agrees that, concurrently herewith, the DIP Term Agent, for the benefit of itself and the DIP Term Secured Parties, has been granted Liens upon all of the Collateral in which the DIP ABL Agent has been granted Liens and the DIP ABL Agent hereby consents thereto. The subordination of Liens by the DIP Term Agent and the DIP ABL Agent in favor of one another as set forth herein shall not be deemed to subordinate the DIP Term Agent’s Liens or the DIP ABL Agent&# 146;s Liens to the Liens of any other Person.

SECTION 2.2

WAIVER OF RIGHT TO CONTEST LIENS.

(a)

The DIP Term Agent, for and on behalf of itself and the DIP Term Secured Parties, agrees that it and they shall not (and hereby waives any right to) take any action to contest or challenge (or assist or support any other Person in contesting or challenging), directly or indirectly, whether or not in any proceeding (including in any Insolvency Proceeding), the validity, priority, enforceability, or perfection of the Liens of the DIP ABL Agent in respect of the Collateral or the provisions of this Agreement. Except to the extent expressly set forth in this Agreement, the DIP Term Agent, for itself and on behalf of the DIP Term Secured Parties, agrees that none of the DIP Term Agent or any DIP Term Secured Party will take any action that would interfere with any Exercise of Secured Creditor Remedies undertaken by the DIP ABL Agent under the DIP ABL Documents with respect to the DIP ABL Priority Colla teral. Except to the extent expressly set forth in this Agreement, the DIP Term Agent, for itself and on behalf of the DIP Term Secured Parties, hereby waives any and all rights it or the DIP Term Secured Parties may have as a junior lien creditor or otherwise to contest, protest, object to, or interfere with the manner in which the DIP ABL Agent seeks to enforce its Liens in any DIP ABL Priority Collateral.

(b)

The DIP ABL Agent, for and on behalf of itself and the DIP ABL Lenders, agrees that it and they shall not (and hereby waives any right to) take any action to contest or challenge (or assist or support any other Person in contesting or challenging), directly or indirectly, whether or not in any proceeding (including in any Insolvency Proceeding), the validity, priority, enforceability, or perfection of the Liens of the DIP Term Agent in respect of the Collateral or the provisions of this Agreement. Except to the extent expressly set forth in this Agreement, the DIP ABL Agent, for itself and on behalf of the DIP ABL Lenders, agrees that none of the DIP ABL Agent or the DIP ABL Lenders will take any action that would interfere with any Exercise of Secured Creditor Remedies undertaken by the DIP Term Agent or any DIP

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Term Secured Party under the DIP Term Documents with respect to the DIP Term Priority Collateral. Except to the extent expressly set forth in this Agreement, the DIP ABL Agent, for itself and on behalf of the DIP ABL Lenders, hereby waives any and all rights it or the DIP ABL Lenders may have as a junior lien creditor or otherwise to contest, protest, object to, interfere with the manner in which the DIP Term Agent or any DIP Term Secured Party seeks to enforce its Liens in any DIP Term Priority Collateral.

SECTION 2.3

REMEDIES STANDSTILL.

(a)

The DIP Term Agent, on behalf of itself and the DIP Term Secured Parties, agrees that, until the date upon which the Discharge of DIP ABL Obligations shall have occurred, neither the DIP Term Agent nor any DIP Term Lender will Exercise Any Secured Creditor Remedies with respect to any of the DIP ABL Priority Collateral without the written consent of the DIP ABL Agent, and will not take, receive or accept any Proceeds of DIP ABL Priority Collateral, it being understood and agreed that the temporary deposit of Proceeds of DIP ABL Priority Collateral in a Deposit Account controlled by the DIP Term Agent shall not constitute a breach of this Agreement so long as such Proceeds are promptly remitted to the DIP ABL Agent. From and after the date upon which the Discharge of DIP ABL Obligations shall have occurred (or prior thereto upon obtaining the written consent of the DIP ABL Agent), the DIP Term Agen t or any DIP Term Secured Party may Exercise Any Secured Creditor Remedies under the DIP Term Documents or applicable law as to any ABL Priority Collateral; provided, however, that any Exercise of Secured Creditor Remedies with respect to any Collateral by the DIP Term Agent or any DIP Term Secured Party is at all times subject to the provisions of this Agreement, including Section 4.1 hereof.

(b)

The DIP ABL Agent, on behalf of itself and the DIP ABL Lenders, agrees that, until the date upon which the Discharge of DIP Term Obligations shall have occurred, neither the DIP ABL Agent nor any DIP ABL Lender will Exercise Any Secured Creditor Remedies with respect to the DIP Term Priority Collateral without the written consent of the DIP Term Agent, and will not take, receive or accept any Proceeds of the DIP Term Priority Collateral, it being understood and agreed that the temporary deposit of Proceeds of DIP Term Priority Collateral in a Deposit Account controlled by the DIP ABL Agent shall not constitute a breach of this Agreement so long as such Proceeds are promptly remitted to the DIP Term Agent. From and after the date upon which the Discharge of DIP Term Obligations shall have occurred (or prior thereto upon obtaining the written consent of the DIP Term Agent), the DIP ABL Agent or any DIP ABL Lender may Exercise Any Secured Creditor Remedies under the DIP ABL Documents or applicable law as to any DIP Term Priority Collateral; provided, however, that any Exercise of Secured Creditor Remedies with respect to any Collateral by the DIP ABL Agent or any DIP ABL Lender is at all times subject to the provisions of this Agreement, including Section 4.1 hereof.

SECTION 2.4

EXERCISE OF RIGHTS.

(a)

Notice of DIP ABL Agent’s Lien. Without limiting Section 2.3 hereof, the DIP Term Agent, for and on behalf of itself and the DIP Term Secured Parties, hereby agrees that, until the date upon which the Discharge of DIP ABL Obligations shall have occurred, in connection with any Exercise of Secured Creditor Remedies by the DIP Term Agent or any DIP

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Term Secured Party with respect to any DIP ABL Priority Collateral, the DIP Term Agent or such DIP Term Lender, as applicable, shall advise any purchaser or transferee of any DIP ABL Priority Collateral in writing that the sale (whether public, private, by foreclosure, or otherwise) or other transfer is subject to the Liens of the DIP ABL Agent. In addition, the DIP Term Agent agrees, for and on behalf of itself and the DIP Term Secured Parties, that, until the date upon which the Discharge of DIP ABL Obligations shall have occurred, any notice of any proposed foreclosure or sale of any DIP ABL Priority Collateral and any other notice in connection with the Exercise of Secured Creditor Remedies with respect thereto shall state prominently and clearly that the sale is subject to the DIP ABL Agent’s prior Liens and that such Liens shall continue as against the DIP ABL Priority Collateral to be sold.

(b)

Notice of DIP Term Agent’s Lien. Without limiting Section 2.3 hereof, the DIP ABL Agent, for and on behalf of itself and the DIP ABL Lenders, hereby agrees that, until the date upon which the Discharge of DIP Term Obligations shall have occurred, in connection with any Exercise of Secured Creditor Remedies by the DIP ABL Agent or any DIP ABL Lender with respect to the DIP Term Priority Collateral, the DIP ABL Agent or such DIP ABL Lender, as applicable, shall advise any purchaser or transferee of any DIP Term Priority Collateral in writing that the sale (whether public, private, by foreclosure, or otherwise) or other transfer is subject to the Liens of the DIP Term Agent. In addition, the DIP ABL Agent agrees, for and on behalf of itself and the DIP ABL Lenders, that, until the date upon which the Discharge of DIP Term Obligations shall have occurred, any notice of any proposed foreclosure or sale of any DIP Term Priority Collateral and any other notice in connection with the Exercise of Secured Creditor Remedies with respect thereto shall state prominently and clearly that the sale is subject to the DIP Term Agent’s prior Liens and that such Liens shall continue as against the DIP Term Priority Collateral to be sold.

(c)

No Other Restrictions. Except as expressly set forth in this Agreement, each of the DIP Term Agent, each DIP Term Lender, the DIP ABL Agent, and each DIP ABL Lender shall have any and all rights and remedies it may have as a creditor under applicable law, including the right to the Exercise of Secured Creditor Remedies; provided, however, that the Exercise of Secured Creditor Remedies with respect to the Collateral shall be subject to the Lien Priority and to the provisions of this Agreement, including Section 4.1 hereof. The DIP ABL Agent may enforce the provisions of the DIP ABL Documents, the DIP Term Agent may enforce the provisions of the DIP Term Documents and each may Exercise Any Secured Creditor Remedies, all in such order and in such manner as each may determine in the exercise of its sole discretion, consistent with the terms of this Agreement and mandatory p rovisions of applicable law; provided, however, that each of the DIP ABL Agent and the DIP Term Agent agrees to provide to the other copies of any notices that it is required under applicable law to deliver to any DIP ABL Borrower, any DIP ABL Guarantor, the DIP Term Borrower or any DIP Term Guarantor; provided further, however, that the DIP ABL Agent’s failure to provide any such copies to the DIP Term Agent shall not impair any of the DIP ABL Agent’s rights hereunder or under any of the DIP ABL Documents and the DIP Term Agent’s failure to provide any such copies to the DIP ABL Agent shall not impair any of the DIP Term Agent’s rights hereunder or under any of the DIP Term Documents. Each of the DIP Term Agent, each DIP Term Lender, the DIP ABL Agent and each DIP ABL Lender agrees that it will not institute any suit or other proceeding or assert in any suit, Insolvency Proceeding or other proceeding any claim, in the case of the DIP Term Agent and each DIP Term Lender, against either the DIP ABL Agent or

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any other DIP ABL Secured Party, and in the case of the DIP ABL Agent and each DIP ABL Secured Party, against either the DIP Term Agent or any other DIP Term Secured Party, seeking damages from or other relief by way of specific performance, instructions or otherwise, with respect to, any action taken or omitted to be taken by such Person with respect to the Collateral which is consistent with the terms of this Agreement, and none of such Parties shall be liable for any such action taken or omitted to be taken.

(d)

Release of Liens.

(i)

In the event of any private or public sale of all or any portion of the DIP ABL Priority Collateral in connection with any Exercise of Secured Creditor Remedies by or with the consent of the DIP ABL Agent at any time prior to the date upon which the Discharge of DIP ABL Obligations shall have occurred (and irrespective of whether an Event of Default has occurred), the DIP Term Agent agrees, on behalf of itself and the DIP Term Secured Parties, that so long as the net cash proceeds of any such sale are applied as provided in Section 4.1 hereof, such sale will be free and clear of the Liens on such DIP ABL Priority Collateral securing the DIP Term Obligations. In furtherance thereof, the DIP Term Agent agrees that it will execute any and all Lien releases or other documents reasonably requested by the DIP ABL Agent in connection therewith, so long as the net cash proceeds f rom such sale or other disposition of such DIP ABL Priority Collateral are applied in accordance with the terms of this Agreement. The DIP Term Agent hereby appoints the DIP ABL Agent and any officer or duly authorized person of the DIP ABL Agent, with full power of substitution, as its true and lawful attorney-in-fact with full irrevocable power of attorney in the place and stead of the DIP Term Agent and in the name of the DIP Term Agent or in the DIP ABL Agent’s own name, from time to time, in the DIP ABL Agent’s sole discretion, for the purposes of carrying out the terms of this paragraph, to take any and all appropriate action and to execute and deliver any and all documents and instruments as may be necessary or desirable to accomplish the purposes of this paragraph, including, without limitation, any financing statements, endorsements, assignments, releases or other documents or instruments of transfer (which appointment, being coupled with an interest, is irrevocable).

(ii)

In the event of any private or public sale of all or any portion of the DIP Term Priority Collateral in connection with any Exercise of Secured Creditor Remedies by or with the consent of the DIP Term Agent at any time prior to the date upon which the Discharge of DIP Term Obligations shall have occurred (and irrespective of whether an Event of Default has occurred), the DIP ABL Agent agrees, on behalf of itself and the DIP ABL Lenders, that so long as the net cash proceeds of any such sale are applied as provided in Section 4.1 hereof, such sale will be free and clear of the Liens on such DIP Term Priority Collateral securing the DIP ABL Obligations. In furtherance thereof, the DIP ABL Agent agrees that it will execute any and all Lien releases or other documents reasonably requested by the DIP Term Agent in connection therewith, so long as the net cash proceeds from suc h sale or other disposition of such DIP Term Priority Collateral are applied in accordance with the terms of this Agreement. The DIP ABL Agent hereby appoints the DIP Term Agent and any officer or duly authorized person of the DIP Term Agent, with full power of substitution, as its true and lawful attorney-in-

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fact with full irrevocable power of attorney in the place and stead of the DIP ABL Agent and in the name of the DIP ABL Agent or in the DIP Term Agent’s own name, from time to time, in the DIP Term Agent’s sole discretion, for the purposes of carrying out the terms of this paragraph, to take any and all appropriate action and to execute and deliver any and all documents and instruments as may be necessary or desirable to accomplish the purposes of this paragraph, including, without limitation, any financing statements, endorsements, assignments, releases or other documents or instruments of transfer (which appointment, being coupled with an interest, is irrevocable).

SECTION 2.5

NO NEW LIENS.  (a) Until the date upon which the Discharge of DIP ABL Obligations shall have occurred, the parties hereto agree that no DIP Term Secured Party shall acquire or hold any Lien on any assets of any Credit Party securing any DIP Term Obligation which assets are not also subject to the Lien of the DIP ABL Agent under the DIP ABL Documents, subject to the Lien Priority set forth herein. If any DIP Term Secured Party shall (nonetheless and in breach hereof) acquire or hold any Lien on any assets of any Credit Party securing any DIP Term Obligation which assets are not also subject to the Lien of the DIP ABL Agent under the DIP ABL Documents, subject to the Lien Priority set forth herein, then the DIP Term Agent (or the relevant DIP Term Secured Party) shall, without the need for any further consent of any other DIP Term Secured Party and notwithstanding anything to the contrary in an y other DIP Term Document be deemed to also hold and have held such lien for the benefit of the DIP ABL Agent as security for the DIP ABL Obligations (subject to the Lien Priority and other terms hereof) and shall promptly notify the DIP ABL Agent in writing of the existence of such Lien.

(b)

Until the date upon which the Discharge of DIP Term Obligations shall have occurred, the parties hereto agree that no DIP ABL Secured Party shall acquire or hold any Lien on any assets of any Credit Party securing any DIP ABL Obligation which assets are not also subject to the Lien of the DIP Term Agent under the DIP Term Documents, subject to the Lien Priority set forth herein. If any DIP ABL Secured Party shall (nonetheless and in breach hereof) acquire or hold any Lien on any assets of any Credit Party securing any DIP ABL Obligation which assets are not also subject to the Lien of the DIP Term Agent under the DIP Term Documents, subject to the Lien Priority set forth herein, then the DIP ABL Agent (or the relevant DIP ABL Secured Party) shall, without the need for any further consent of any other DIP ABL Secured Party and notwithstanding anything to the contrary in any other DIP ABL Document b e deemed to also hold and have held such lien for the benefit of the DIP Term Agent as security for the DIP Term Obligations (subject to the Lien Priority and other terms hereof) and shall promptly notify the DIP Term Agent in writing of the existence of such Lien.

ARTICLE 3

ACTIONS OF THE PARTIES

SECTION 3.1

CERTAIN ACTIONS PERMITTED. The DIP Term Agent and the DIP ABL Agent may make such demands or file such claims in respect of the DIP Term Obligations or the DIP ABL Obligations, as applicable, as are necessary to prevent the waiver or bar of such claims under applicable statutes of limitations or other statutes, court orders, or rules of procedure at any time.

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SECTION 3.2

AGENT FOR PERFECTION. The DIP ABL Agent, for and on behalf of itself and each DIP ABL Lender, and the DIP Term Agent, for and on behalf of itself and each DIP Term Lender, as applicable, each agree to hold all Control Collateral and Cash Collateral that is part of the Collateral in their respective possession, custody, or control (or in the possession, custody, or control of agents or bailees for either) as representative for the other solely for the purpose of perfecting the security interest granted to each in such Control Collateral or Cash Collateral, subject to the terms and conditions of this Section 3.2. None of the DIP ABL Agent, the DIP ABL Lenders, the DIP Term Agent, or the DIP Term Secured Parties, as applicable, shall have any obligation whatsoever to the others to assure that the Control Collateral is genuine or owned by any DIP ABL Borrower, any DIP ABL Guarantor, the DIP Ter m Borrower, any DIP Term Guarantor or any other Person or to preserve rights or benefits of any Person. The duties or responsibilities of the DIP ABL Agent and the DIP Term Agent under this Section 3.2 are and shall be limited solely to holding or maintaining control of the Control Collateral and the Cash Collateral as representative for the other Party for purposes of perfecting the Lien held by the DIP Term Agent or the DIP ABL Agent, as applicable. The DIP ABL Agent is not and shall not be deemed to be a fiduciary of any kind for the DIP Term Agent, the DIP Term Secured Parties, or any other Person. The DIP Term Agent is not and shall not be deemed to be a fiduciary of any kind for the DIP ABL Agent, the DIP ABL Lenders, or any other Person. In the event that (a) the DIP Term Agent or any DIP Term Secured Party receives any Collateral or Proceeds of the Collateral in violation of the terms of this Agreement, or (b) the DIP ABL Agent or any DIP ABL Lender receives any Collateral or Proceeds of the C ollateral in violation of the terms of this Agreement, then the DIP Term Agent, such DIP Term Lender, the DIP ABL Agent, or such DIP ABL Lender, as applicable, shall promptly pay over such Proceeds or Collateral to (i) in the case of clause (a), the DIP ABL Agent, or (ii) in the case of clause (b), the DIP Term Agent, in each case, in the same form as received with any necessary endorsements, for application in accordance with the provisions of Section 4.1 of this Agreement.

SECTION 3.3

SHARING OF INFORMATION AND ACCESS. In the event that the DIP ABL Agent shall, in the exercise of its rights under the DIP ABL Collateral Documents or otherwise, receive possession or control of any books and Records of any DIP Term Credit Party which contain information identifying or pertaining to the DIP Term Priority Collateral, the DIP ABL Agent shall, upon request from the DIP Term Agent and as promptly as practicable thereafter, either make available to the DIP Term Agent such books and Records for inspection and duplication or provide to the DIP Term Agent copies thereof. In the event that the DIP Term Agent shall, in the exercise of its rights under the DIP Term Collateral Documents or otherwise, receive possession or control of any books and Records of any DIP ABL Credit Party which contain information identifying or pertaining to any of the DIP ABL Priority Collateral, the DIP Term Agent shall, upon request from the DIP ABL Agent and as promptly as practicable thereafter, either make available to the DIP ABL Agent such books and Records for inspection and duplication or provide the DIP ABL Agent copies thereof. In the event that the DIP Term Agent shall, in the exercise of its rights under the DIP Term Collateral Documents or otherwise, obtain title to any Intellectual Property previously owned by any of the DIP ABL Credit Parties, the DIP Term Agent hereby irrevocably grants the DIP ABL Agent a non-exclusive license or other right to use, without charge, such Intellectual Property as it pertains to the DIP ABL Priority Collateral in advertising for sale and selling any DIP ABL Priority Collateral.

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SECTION 3.4

INSURANCE. Proceeds of Collateral include insurance proceeds and therefore the Lien Priority shall govern the ultimate disposition of casualty insurance proceeds. The DIP ABL Agent shall be named as additional insured or loss payee, as applicable, with respect to all insurance policies relating to DIP ABL Priority Collateral and the DIP Term Agent shall be named as additional insured or loss payee, as applicable, with respect to all insurance policies relating to DIP Term Priority Collateral. The DIP ABL Agent shall have the sole and exclusive right, as against the DIP Term Agent, to adjust settlement of insurance claims in the event of any covered loss, theft or destruction of DIP ABL Priority Collateral. The DIP Term Agent shall have the sole and exclusive right, as against the DIP ABL Agent, to adjust settlement of insurance claims in the event of any covered loss, theft or destruction of DIP T erm Priority Collateral, All proceeds of such insurance shall be remitted to the DIP ABL Agent or the DIP Term Agent, as the case may be, and each of the DIP Term Agent and DIP ABL Agent shall cooperate (if necessary) in a reasonable manner in effecting the payment of insurance proceeds in accordance with Section 4.1 hereof.

SECTION 3.5

NO ADDITIONAL RIGHTS FOR THE CREDIT PARTIES HEREUNDER. Except as provided in Section 3.6, if any DIP ABL Secured Party or DIP Term Secured Party shall enforce its rights or remedies in violation of the terms of this Agreement, the Credit Parties shall not be entitled to use such violation as a defense to any action by any DIP ABL Secured Party or DIP Term Secured Party, nor to assert such violation as a counterclaim or basis for set off or recoupment against any DIP ABL Secured Party or DIP Term Secured Party.

SECTION 3.6

ACTIONS UPON BREACH. If any DIP Term Secured Party or any DIP ABL Secured Party, contrary to this Agreement, commences or participates in any action or proceeding against the Credit Parties or the Collateral, the Credit Parties, with the prior written consent of the DIP ABL Agent or the DIP Term Agent, as applicable, may interpose as a defense or dilatory plea the making of this Agreement, and any DIP ABL Secured Party or DIP Term Secured Party, as applicable, may intervene and interpose such defense or plea in its or their name or in the name of the Credit Parties.

SECTION 3.7

INSPECTION RIGHTS AND INSURANCE. (a) Without limiting any rights the DIP ABL Agent or any other ABL Secured Party may otherwise have under applicable law or by agreement, the DIP ABL Agent and the DIP ABL Secured Parties may, at any time and whether or not the DIP Term Agent or any other DIP Term Secured Party has commenced and is continuing to Exercise Any Secured Creditor Remedies (the “ABL Permitted Access Right”), during normal business hours on any business day, access DIP ABL Priority Collateral that (A) is stored or located in or on, (B) has become an accession with respect to (within the meaning of Section 9-335 of the Uniform Commercial Code), or (C) has been commingled with (within the meaning of Section 9-336 of the Uniform Commercial Code), DIP Term Priority Collateral (collectively, the “ABL Commingled Collateral”) for the limited purposes of assembli ng, inspecting, copying or downloading information stored on, taking actions to perfect its Lien on, completing a production run of inventory involving, taking possession of, moving, selling, storing or otherwise dealing with, or to Exercise Any Secured Creditor Remedies with respect to, the ABL Commingled Collateral (collectively, “ABL Permitted Access Purposes”), in each case without notice to, the involvement of or interference by any DIP Term Secured Party or liability to any DIP Term Secured Party. In addition, subject to the terms hereof, the DIP ABL Agent may advertise and conduct public auctions or private

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sales of the DIP ABL Priority Collateral without notice to, the involvement of or interference by any DIP Term Secured Party or liability to any DIP Term Secured Party.

(a)

The DIP Term Agent and the other DIP Term Secured Parties shall use commercially reasonable efforts to not hinder or obstruct the DIP ABL Agent and the other DIP ABL Secured Parties from exercising the ABL Permitted Access Right.

(b)

Subject to the terms hereof, the DIP Term Agent may advertise and conduct public auctions or private sales of the DIP Term Priority Collateral without notice to, the involvement of or interference by any DIP ABL Secured Party or liability to any DIP ABL Secured Party.

ARTICLE 4

APPLICATION OF PROCEEDS

SECTION 4.1

APPLICATION OF PROCEEDS.

(a)

Revolving Nature of DIP ABL Obligations. The DIP Term Agent, for and on behalf of itself and the DIP Term Secured Parties, expressly acknowledges and agrees that (i) any DIP ABL Credit Agreement is a revolving commitment, that in the ordinary course of business, the DIP ABL Agent and the DIP ABL Lenders will apply payments and make advances thereunder, and that no application of any Payment Collateral or Cash Collateral or the release of any Lien by the DIP ABL Agent upon any portion of the Collateral in connection with a permitted disposition under any DIP ABL Credit Agreement shall constitute the Exercise of Secured Creditor Remedies under this Agreement; (ii) the amount of the DIP ABL Obligations that may be outstanding at any time or from time to time may be increased or reduced and subsequently reborrowed, and that the terms of the DIP ABL Obligations may be modified, extended or amend ed from time to time, and that the aggregate amount of the DIP ABL Obligations may be increased, replaced or refinanced, in each event, without notice to or consent by the DIP Term Secured Parties and without affecting the provisions hereof; and (iii) all Payment Collateral or Cash Collateral received by the DIP ABL Agent may be applied, reversed, reapplied, credited, or reborrowed, in whole or in part, to the DIP ABL Obligations at any time; provided, however, that from and after the date on which the DIP ABL Agent (or any DIP ABL Lender) commences the Exercise of Any Secured Creditor Remedies, all amounts received by the DIP ABL Agent or any ABL Lender shall be applied as specified in this Section 4.1. The Lien Priority shall not be altered or otherwise affected by any such amendment, modification, supplement, extension, repayment, reborrowing, increase, replacement, renewal, restatement or refinancing of either the DIP ABL Obligations or the DIP Term Obligations, or any portion thereo f.

(b)

Application of Proceeds of DIP ABL Priority Collateral. The DIP ABL Agent and the DIP Term Agent hereby agree that all DIP ABL Priority Collateral, and all Proceeds thereof, received by either of them in connection with any Exercise of Secured Creditor Remedies shall be applied,

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first, to the payment of costs and expenses of the DIP ABL Agent or the DIP Term Agent, as applicable, in connection with such Exercise of Secured Creditor Remedies,

second, to the payment of the DIP ABL Obligations in accordance with the DIP ABL Documents until the Discharge of DIP ABL Obligations shall have occurred,

third, to the payment of the DIP Term Obligations,

fourth, to the payment of the Senior Secured Notes (as defined in the DIP ABL Credit Agreement), and

fifth, the balance, if any, to the Credit Parties or to whosoever may be lawfully entitled to receive the same or as a court of competent jurisdiction may direct.

(c)

Application of Proceeds of DIP Term Priority Collateral. The DIP ABL Agent and the DIP Term Agent hereby agree that all DIP Term Priority Collateral, and all Proceeds thereof, received by either of them in connection with any Exercise of Secured Creditor Remedies shall be applied,

first, to the payment of costs and expenses of the DIP ABL Agent or the DIP Term Agent, as applicable, in connection with such Exercise of Secured Creditor Remedies,

second, to the payment of the DIP Term Obligations in accordance with the DIP Term Documents until the Discharge of DIP Term Obligations shall have occurred,

third, to the payment of the Senior Secured Notes (as defined in the DIP ABL Credit Agreement),

fourth, to the payment of the DIP ABL Obligations; and

fifth, the balance, if any, to the Credit Parties or to whosoever may be lawfully entitled to receive the same or as a court of competent jurisdiction may direct.

(d)

Limited Obligation or Liability. In exercising remedies, whether as a secured creditor or otherwise, the DIP ABL Agent shall have no obligation or liability to the DIP Term Agent or to any DIP Term Lender, and the DIP Term Agent shall have no obligation or liability to the DIP ABL Agent or any DIP ABL Lender, regarding the adequacy of any Proceeds or for any action or omission, save and except solely for an action or omission that breaches the express obligations undertaken by each Party under the terms of this Agreement.

(e)

Turnover of Cash Collateral After Discharge. Upon the Discharge of DIP ABL Obligations, the DIP ABL Agent shall deliver to the DIP Term Agent or shall execute such documents as the DIP Term Agent may reasonably request to enable the DIP Term Agent to have control over any Cash Collateral or Control Collateral still in the DIP ABL Agent’s possession, custody, or control in the same form as received with any necessary endorsements, or as a court of competent jurisdiction may otherwise direct. Upon the Discharge of DIP Term Obligations, the DIP Term Agent shall deliver to the DIP ABL Agent or shall execute such documents as the DIP ABL Agent may reasonably request to enable the DIP ABL Agent to have

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control over any Cash Collateral or Control Collateral still in the DIP Term Agent’s possession, custody or control in the same form as received with any necessary endorsements, or as a court of competent jurisdiction may otherwise direct.

SECTION 4.2

SPECIFIC PERFORMANCE. Each of the DIP ABL Agent and the DIP Term Agent is hereby authorized to demand specific performance of this Agreement, whether or not any DIP ABL Borrower, any DIP ABL Guarantor, the DIP Term Borrower or any DIP Term Guarantor shall have complied with any of the provisions of any of the Credit Documents, at any time when the other Party shall have failed to comply with any of the provisions of this Agreement applicable to it. Each of the DIP ABL Agent, for and on behalf of itself and the DIP ABL Lenders, and the DIP Term Agent, for and on behalf of itself and the DIP Term Secured Parties, hereby irrevocably waives any defense based on the adequacy of a remedy at law that might be asserted as a bar to such remedy of specific performance.

ARTICLE 5

INTERCREDITOR ACKNOWLEDGEMENTS AND WAIVERS

SECTION 5.1

NOTICE OF ACCEPTANCE AND OTHER WAIVERS.

(a)

All DIP ABL Obligations at any time made or incurred by any DIP ABL Borrower, any DIP ABL Guarantor, the DIP Term Borrower or any DIP Term Guarantor shall be deemed to have been made or incurred in reliance upon this Agreement, and the DIP Term Agent, on behalf of itself and the DIP Term Secured Parties, hereby waives notice of acceptance, or proof of reliance by the DIP ABL Agent or any DIP ABL Lender on this Agreement, and notice of the existence, renewal, extension, accrual, creation, or non-payment of all or any part of the DIP ABL Obligations. All DIP Term Obligations at any time made or incurred by any DIP ABL Borrower, any DIP ABL Guarantor, the DIP Term Borrower  or any DIP Term Guarantor shall be deemed to have been made or incurred in reliance upon this Agreement, and the DIP ABL Agent, on behalf of itself and the DIP ABL Lenders, hereby waives notice of acceptance, or proof of reli ance, by the DIP Term Agent or any DIP Term Secured Party of this Agreement, and notice of the existence, renewal, extension, accrual, creation, or non-payment of all or any part of the DIP Term Obligations.

(b)

None of the DIP ABL Agent, any DIP ABL Lender, or any of their respective Affiliates, directors, officers, employees, or agents shall be liable for failure to demand, collect, or realize upon any of the Collateral or any Proceeds, or for any delay in doing so, or shall be under any obligation to sell or otherwise dispose of any Collateral or Proceeds thereof or to take any other action whatsoever with regard to the Collateral or any part or Proceeds thereof, except as specifically provided in this Agreement. If the DIP ABL Agent or any DIP ABL Lender honors (or fails to honor) a request by any DIP ABL Borrower for an extension of credit pursuant to any DIP ABL Credit Agreement or any of the other DIP ABL Documents, whether the DIP ABL Agent or any DIP ABL Lender has knowledge that the honoring of (or failure to honor) any such request would constitute a default under the terms of the DIP Term Faci lity Credit Documents or any other DIP Term Document (but not a default under this Agreement) or an act, condition, or event that, with the giving of notice or the passage of time, or both, would constitute such a default, or if the DIP ABL Agent or any DIP ABL

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Lender otherwise should exercise any of its contractual rights or remedies under any DIP ABL Documents (subject to the express terms and conditions hereof), neither the DIP ABL Agent nor any DIP ABL Lender shall have any liability whatsoever to the DIP Term Agent or any DIP Term Secured Party as a result of such action, omission, or exercise (so long as any such exercise does not breach the express terms and provisions of this Agreement). The DIP ABL Agent and the DIP ABL Lenders shall be entitled to manage and supervise their loans and extensions of credit under any DIP ABL Credit Agreement and any of the other DIP ABL Documents as they may, in their sole discretion, deem appropriate, and may manage their loans and extensions of credit without regard to any rights or interests that the DIP Term Agent or any of the DIP Term Secured Parties have in the Collateral, except as otherwise expressly set forth in this Agree ment. The DIP Term Agent, on behalf of itself and the DIP Term Secured Parties, agrees that neither the DIP ABL Agent nor any DIP ABL Lender shall incur any liability as a result of a sale, lease, license, application, or other disposition of all or any portion of the Collateral or Proceeds thereof, pursuant to the DIP ABL Documents, so long as such disposition is conducted in accordance with mandatory provisions of applicable law and does not breach the provisions of this Agreement.

(c)

None of the DIP Term Agent, any DIP Term Lender or any of their respective Affiliates, directors, officers, employees, or agents shall be liable for failure to demand, collect, or realize upon any of the Collateral or any Proceeds, or for any delay in doing so, or shall be under any obligation to sell or otherwise dispose of any Collateral or Proceeds thereof or to take any other action whatsoever with regard to the Collateral or any part or Proceeds thereof, except as specifically provided in this Agreement. If the DIP Term Agent or any DIP Term Secured Party honors (or fails to honor) a request by the DIP Term Borrower for an extension of credit pursuant to the DIP Term Facility Credit Documents or any of the other DIP Term Documents, whether the DIP Term Agent or any DIP Term Secured Party has knowledge that the honoring of (or failure to honor) any such request would constitute a default under the terms of any DIP ABL Credit Agreement or any other DIP ABL Document (but not a default under this Agreement) or an act, condition, or event that, with the giving of notice or the passage of time, or both, would constitute such a default, or if the DIP Term Agent or any DIP Term Secured Party otherwise should exercise any of its contractual rights or remedies under the DIP Term Documents (subject to the express terms and conditions hereof), neither the DIP Term Agent nor any DIP Term Lender shall have any liability whatsoever to the DIP ABL Agent or any ABL Lender as a result of such action, omission, or exercise (so long as any such exercise does not breach the express terms and provisions of this Agreement). The DIP Term Agent and any DIP Term Secured Party shall be entitled to manage and supervise their loans and extensions of credit under the DIP Term Documents as they may, in their sole discretion, deem appropriate, and may manage their loans and extensions of credit without regard to any rights or interests that the DIP ABL Agent or any DIP ABL Lender has in the Collateral, except as otherwise expressly set forth in this Agreement. The DIP ABL Agent, on behalf of itself and the DIP ABL Lenders, agrees that none of the DIP Term Agent or any DIP Term Secured Party shall incur any liability as a result of a sale, lease, license, application, or other disposition of the Collateral or any part or Proceeds thereof, pursuant to the DIP Term Documents, so long as such disposition is conducted in accordance with mandatory provisions of applicable law and does not breach the provisions of this Agreement.

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SECTION 5.2

MODIFICATIONS TO DIP ABL DOCUMENTS AND DIP TERM DOCUMENTS.

(a)

Subject to the terms of this Agreement, the DIP Term Agent, on behalf of itself and the DIP Term Secured Parties, hereby agrees that, without affecting the obligations of the DIP Term Agent and any DIP Term Secured Party hereunder, the DIP ABL Agent and the DIP ABL Lenders may, at any time and from time to time, in their sole discretion without the consent of or notice to the DIP Term Agent or any DIP Term Secured Party (except to the extent such notice or consent is required pursuant to the express provisions of this Agreement), and without incurring any liability to the DIP Term Agent or any DIP Term Secured Party or impairing or releasing the subordination provided for herein, amend, restate, supplement, replace, refinance, extend, consolidate, restructure, or otherwise modify any of the DIP ABL Documents in any manner whatsoever, including, to:

(i)

change the manner, place, time, or terms of payment or renew or alter, all or any of the DIP ABL Obligations or otherwise amend, restate, supplement, or otherwise modify in any manner, or grant any waiver or release with respect to, all or any part of the DIP ABL Obligations or any of the DIP ABL Documents;

(ii)

retain or obtain a Lien on any Property of any Person to secure any of the DIP ABL Obligations, and in connection therewith to enter into any additional DIP ABL Documents;

(iii)

amend, or grant any waiver, compromise, or release with respect to, or consent to any departure from, any guaranty or other obligations of any Person obligated in any manner under or in respect of the DIP ABL Obligations;

(iv)

release its Lien on any Collateral or other Property;

(v)

exercise or refrain from exercising any rights against any DIP ABL Borrower, any DIP ABL Guarantor, or any other Person;

(vi)

retain or obtain the primary or secondary obligation of any other Person with respect to any of the DIP ABL Obligations; and

(vii)

otherwise manage and supervise the DIP ABL Obligations as the DIP ABL Agent shall deem appropriate.

(b)

Subject to the terms of this Agreement, the DIP ABL Agent, on behalf of itself and the DIP ABL Lenders, hereby agrees that, without affecting the obligations of the DIP ABL Agent and the DIP ABL Lenders hereunder, the DIP Term Agent and any DIP Term Secured Party may, at any time and from time to time, in their sole discretion without the consent of or notice to the DIP ABL Agent or any DIP ABL Lender (except to the extent such notice or consent is required pursuant to the express provisions of this Agreement), and without incurring any liability to the DIP ABL Agent or any DIP ABL Lender or impairing or releasing the subordination provided for herein, amend, restate, supplement, replace, refinance, extend, consolidate, restructure, or otherwise modify any of the DIP Term Documents in any manner whatsoever, including, to:

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(i)

change the manner, place, time, or terms of payment or renew or alter, all or any of the DIP Term Obligations or otherwise amend, restate, supplement, or otherwise modify in any manner, or grant any waiver or release with respect to, all or any part of the DIP Term Obligations or any of the DIP Term Documents;

(ii)

retain or obtain a Lien on any Property of any Person to secure any of the DIP Term Obligations, and in connection therewith to enter into any additional DIP Term Documents;

(iii)

amend, or grant any waiver, compromise, or release with respect to, or consent to any departure from, any guaranty or other obligations of any Person obligated in any manner under or in respect of the DIP Term Obligations;

(iv)

release its Lien on any Collateral or other Property;

(v)

exercise or refrain from exercising any rights against the DIP Term Borrower, any DIP Term Guarantor, or any other Person;

(vi)

retain or obtain the primary or secondary obligation of any other Person with respect to any of the DIP Term Obligations; and

(vii)

otherwise manage and supervise the DIP Term Obligations as the DIP Term Agent shall deem appropriate.

Notwithstanding the foregoing, until the Discharge of the DIP ABL Obligations has occurred, the DIP Term Agent and any DIP Term Secured Party shall not amend, modify or otherwise change (or permit the amendment, modification or other change in any manner of) the defined terms “Loan Document”, “Facility”, “Permitted Liens” and “Priority Collateral” as such terms appear in the DIP Term Documents as in effect on the date hereof, in a manner that would be adverse to the DIP ABL Agent or the DIP ABL Lenders without the prior written consent of the DIP ABL Agent.

(c)

The DIP ABL Agent hereby agrees to make no changes to the calculation of any Reserve (a defined in the DIP ABL Credit Agreement) against Borrowing Availability (as defined in the DIP ABL Credit Agreement) or referenced in Section 1.1 of the DIP ABL Credit Agreement, that would result in a reduction to Borrowing Availability, without the prior written consent of the Required Term Lenders except (i) any changes to advance rates to the extent necessary to preserve and protect the DIP ABL Collateral as a result of any collateral valuations or appraisals performed after the Closing Date, (ii) additional rent Reserves with respect to new locations of the Credit Parties or increases in the monthly rent payments required for existing locations and (iii) Reserves against Canadian assets to cover any Prior Claims (as defined in the DIP ABL Credit Agreement) which may have priority over the Liens securing th e DIP ABL Obligations.

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SECTION 5.3

REINSTATEMENT AND CONTINUATION OF AGREEMENT.

(a)

If the DIP ABL Agent or any DIP ABL Lender is required in any Insolvency Proceeding or otherwise to turn over or otherwise pay to the estate of any DIP ABL Borrower, any DIP ABL Guarantor, the DIP Term Borrower, any DIP Term Guarantor, or any other Person any amount (a “Recovery”), then the DIP ABL Obligations shall be reinstated to the extent of such Recovery. If this Agreement shall have been terminated prior to such Recovery, this Agreement shall be reinstated in full force and effect, and such prior termination shall not diminish, release, discharge, impair, or otherwise affect the obligations of the Parties from such date of reinstatement. All rights, interests, agreements, and obligations of the DIP ABL Agent, the DIP Term Agent, the DIP ABL Lenders, and the DIP Term Secured Parties under this Agreement shall remain in full force and effect and shall continue irrespective of the commencement of, or any discharge, confirmation, conversion, or dismissal of, any Insolvency Proceeding by or against any DIP ABL Borrower, any DIP ABL Guarantor, the DIP Term Borrower, any DIP Term Guarantor or any other circumstance which otherwise might constitute a defense available to, or a discharge of any DIP ABL Borrower, any DIP ABL Guarantor, the DIP Term Borrower, any DIP Term Guarantor in respect of the DIP ABL Obligations or the DIP Term Obligations. No priority or right of the DIP ABL Agent or any DIP ABL Lender shall at any time be prejudiced or impaired in any way by any act or failure to act on the part of any DIP ABL Borrower, any DIP ABL Guarantor, the DIP Term Borrower, any DIP Term Guarantor or by the noncompliance by any Person with the terms, provisions, or covenants of any of the DIP ABL Documents, regardless of any knowledge thereof which the DIP ABL Agent or any DIP ABL Lender may have.

(b)

If the DIP Term Agent or any DIP Term Secured Party is required in any Insolvency Proceeding or otherwise to turn over or otherwise pay to the estate of any DIP ABL Borrower, any DIP ABL Guarantor, the DIP Term Borrower, any DIP Term Guarantor, or any other Person a Recovery, then the DIP Term Obligations shall be reinstated to the extent of such Recovery. If this Agreement shall have been terminated prior to such Recovery, this Agreement shall be reinstated in full force and effect, and such prior termination shall not diminish, release, discharge, impair, or otherwise affect the obligations of the Parties from such date of reinstatement. All rights, interests, agreements, and obligations of the DIP ABL Agent, the DIP Term Agent, the DIP ABL Lenders, and the DIP Term Secured Parties under this Agreement shall remain in full force and effect and shall continue irrespective of the commencement of, or any discharge, confirmation, conversion, or dismissal of, any Insolvency Proceeding by or against any Borrower or any Guarantor or any other circumstance which otherwise might constitute a defense available to, or a discharge of any DIP ABL Borrower, any DIP ABL Guarantor, the DIP Term Borrower, the DIP Term Borrower or any Guarantor in respect of the DIP ABL Obligations or the DIP Term Obligations. No priority or right of the DIP Term Agent or any DIP Term Secured Party shall at any time be prejudiced or impaired in any way by any act or failure to act on the part of any DIP ABL Borrower, any DIP ABL Guarantor, the DIP Term Borrower, or any DIP Term Guarantor or by the noncompliance by any Person with the terms, provisions, or covenants of the DIP Term Facility Credit Documents or any of the other DIP Term Documents, regardless of any knowledge thereof which the DIP Term Agent or any DIP Term Secured Partys may have.

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ARTICLE 6

INSOLVENCY PROCEEDINGS

SECTION 6.1

ASSET SALES. The DIP Term Agent agrees, on behalf of itself and the DIP Term Secured Parties, that it will not oppose any sale consented to by the DIP ABL Agent of any DIP ABL Priority Collateral pursuant to Section 363(f) of the Bankruptcy Code (or any similar provision under the law applicable to any Insolvency Proceeding) so long as the proceeds of such sale are applied in accordance with this Agreement. The DIP ABL Agent agrees, on behalf of itself and the DIP ABL Lenders, that it will not oppose any sale consented to by the DIP Term Agent of any DIP Term Priority Collateral pursuant to Section 363(f) of the Bankruptcy Code (or any similar provision under the law applicable to any Insolvency Proceeding) so long as the proceeds of such sale are applied in accordance with this Agreement. If such sale of Collateral includes both DIP ABL Priority Collateral and DIP Term Priority Collateral and the Parties are unable to agree on the allocation of the purchase price between the DIP ABL Priority Collateral and DIP Term Priority Collateral, either Party may apply to the court in such Insolvency Proceeding to make a determination of such allocation, and the court’s determination shall be binding upon the Parties.

SECTION 6.2

SEPARATE GRANTS OF SECURITY AND SEPARATE CLASSIFICATION. Each DIP Term Lender, the DIP Term Agent, each DIP ABL Lender and the DIP ABL Agent acknowledges and agrees that (i) the grants of Liens pursuant to the DIP ABL Security Documents and the DIP Term Security Documents constitute two separate and distinct grants of Liens and (ii) because of, among other things, their differing rights in the Collateral, the DIP Term Obligations are fundamentally different from the DIP ABL Obligations and must be separately classified in any plan of reorganization proposed or adopted in an Insolvency Proceeding. To further effectuate the intent of the parties as provided in the immediately preceding sentence, if it is held that the claims of the DIP ABL Secured Parties and the DIP Term Secured Parties in respect of the Collateral constitute only one secured claim (rather than separate classes of senior and junior secured claims), then the DIP ABL Secured Parties and the DIP Term Secured Parties hereby acknowledge and agree that all distributions shall be made as if there were separate classes of DIP ABL Obligation claims and DIP Term Obligation claims against the Credit Parties (with the effect being that, to the extent that the aggregate value of the DIP ABL Priority Collateral or DIP Term Priority Collateral is sufficient (for this purpose ignoring all claims held by the other Secured Parties), the DIP ABL Secured Parties or the DIP Term Secured Parties, respectively, shall be entitled to receive, in addition to amounts distributed to them in respect of principal, pre-petition interest and other claims, all amounts owing in respect of post-petition interest that is available from each pool of Priority Collateral for each of the DIP ABL Secured Parties and the DIP Term Secured Parties, respectively, before any distribution is made in respect of the claims held by the other Secured Parties, with the other Secured Pa rties hereby acknowledging and agreeing to turn over to the respective other Secured Parties amounts otherwise received or receivable by them to the extent necessary to effectuate the intent of this sentence, even if such turnover has the effect of reducing the aggregate recoveries.

SECTION 6.3

ENFORCEABILITY. The provisions of this Agreement are intended to be and shall be enforceable under Section 510(a) of the Bankruptcy Code.

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SECTION 6.4

DIP ABL OBLIGATIONS UNCONDITIONAL. All rights of the DIP ABL Agent hereunder, and all agreements and obligations of the DIP Term Agent and the Credit Parties (to the extent applicable) hereunder, shall remain in full force and effect irrespective of:

(i)

any lack of validity or enforceability of any DIP ABL Document;

(ii)

any change in the time, place or manner of payment of, or in any other term of, all or any portion of the DIP ABL Obligations, or any amendment, waiver or other modification, whether by course of conduct or otherwise, or any refinancing, replacement, refunding or restatement of any DIP ABL Document;

(iii)

any exchange, release, voiding, avoidance or non perfection of any security interest in any Collateral or any other collateral, or any release, amendment, waiver or other modification, whether by course of conduct or otherwise, or any refinancing, replacement, refunding or restatement of all or any portion of the DIP ABL Obligations or any guarantee or guaranty thereof; or

(iv)

any other circumstances that otherwise might constitute a defense available to, or a discharge of, any Credit Party in respect of the DIP ABL Obligations, or of any of the DIP Term Agent, or any Credit Party, to the extent applicable, in respect of this Agreement.

SECTION 6.5

TERM OBLIGATIONS UNCONDITIONAL. All agreements and obligations of the DIP ABL Agent and the Credit Parties, to the extent applicable, hereunder, shall remain in full force and effect irrespective of:

(i)

any lack of validity or enforceability of any DIP Term Document;

(ii)

any change in the time, place or manner of payment of, or in any other term of, all or any portion of the DIP Term Obligations, or any amendment, waiver or other modification, whether by course of conduct or otherwise, or any refinancing, replacement refunding or restatement of any DIP Term Document;

(iii)

any exchange, release, voiding, avoidance or non perfection of any security interest in any Collateral, or any other collateral, or any release, amendment, waiver or other modification, whether by course of conduct or otherwise, or any refinancing, replacement, refunding or restatement of all or any portion of the DIP Term Obligations or any guarantee or guaranty thereof; or

(iv)

any other circumstances that otherwise might constitute a defense available to, or a discharge of, any Credit Party in respect of the DIP Term Obligations, or of any of the DIP ABL Agent or any Credit Party, to the extent applicable, in respect of this Agreement.

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ARTICLE 7
MISCELLANEOUS

SECTION 7.1

RIGHTS OF SUBROGATION. The DIP Term Agent, for and on behalf of itself and the DIP Term Secured Parties, agrees that no payment to the DIP ABL Agent or any DIP ABL Lender pursuant to the provisions of this Agreement shall entitle the DIP Term Agent or any DIP Term Secured Party to exercise any rights of subrogation in respect thereof until the Discharge of DIP ABL Obligations shall have occurred. Following the Discharge of DIP ABL Obligations, the DIP ABL Agent agrees to execute such documents, agreements, and instruments as the DIP Term Agent or any DIP Term Secured Party may reasonably request to evidence the transfer by subrogation to any such Person of an interest in the DIP ABL Obligations resulting from payments to the DIP ABL Agent by such Person, so long as all costs and expenses (including all reasonable legal fees and disbursements) incurred in connection therewith by the DIP ABL Agent a re paid by such Person upon request for payment thereof, the DIP ABL Agent, for and on behalf of itself and the DIP ABL Lenders, agrees that no payment to the DIP Term Agent or any DIP Term Secured Party pursuant to the provisions of this Agreement shall entitle the DIP ABL Agent or any DIP ABL Lender to exercise any rights of subrogation in respect thereof until the Discharge of DIP Term Obligations shall have occurred. Following the Discharge of DIP Term Obligations, the DIP Term Agent agrees to execute such documents, agreements, and instruments as the DIP ABL Agent or any DIP ABL Lender may reasonably request to evidence the transfer by subrogation to any such Person of an interest in the DIP Term Obligations resulting from payments to the DIP Term Agent by such Person, so long as all costs and expenses (including all reasonable legal fees and disbursements) incurred in connection therewith by the DIP Term Agent are paid by such Person upon request for payment thereof.

SECTION 7.2

FURTHER ASSURANCES. The Parties will, at their own expense and at any time and from time to time, promptly execute and deliver all further instruments and documents, and take all further action, that may be necessary or desirable, or that either Party may reasonably request, in order to protect any right or interest granted or purported to be granted hereby or to enable the DIP ABL Agent or the DIP Term Agent to exercise and enforce its rights and remedies hereunder; provided, however, that no Party shall be required to pay over any payment Or distribution, execute any instruments or documents, or take any other action referred to in this Section 7.2, to the extent that such action would contravene any law, order or other legal requirement or any of the terms or provisions of this Agreement, and in the event of a controversy or dispute, such Party may interplead any payment or distribution in any court of competent jurisdiction, without further responsibility in respect of such payment or distribution under this Section 7.2.

SECTION 7.3

REPRESENTATIONS. The DIP Term Agent represents and warrants to the DIP ABL Agent that it has the requisite power and authority under the DIP Term Documents to enter into, execute, deliver, and carry out the terms of this Agreement on behalf of itself and the DIP Term Secured Parties. The DIP ABL Agent represents and warrants to the DIP Term Agent that it has the requisite power and authority under the DIP ABL Documents to enter into, execute, deliver, and carry out the terms of this Agreement on behalf of itself and the DIP ABL Lenders.

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SECTION 7.4

AMENDMENTS. No amendment or waiver of any provision of this Agreement nor consent to any departure by any Party hereto shall be effective unless it is in a written agreement executed by the DIP Term Agent and the DIP ABL Agent, and then such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given.

SECTION 7.4

ADDRESSES FOR NOTICES. Unless otherwise specifically provided herein, any notice or other communication herein required or permitted to be given shall be in writing and may be personally served, telecopied, or sent by overnight express courier service or United States mail and shall be deemed to have been given when delivered in person or by courier service, upon receipt of a telecopy or five (5) days after deposit in the United States mail (certified, with postage prepaid and properly addressed). For the purposes hereof, the addresses of the parties hereto (until notice of a change thereof is delivered as provided in this Section) shall be as set forth below or, as to each party, at such other address as may be designated by such party in a written notice to all of the other parties.

DIP Term Agent:

DDJ Capital Management, LLC

130 Turner Street, Building 3, Suite 600,

Waltham, MA 02453,

Attention:  David L. Goolgasian, Jr.

Telecopier No.: (781) 283-8541

Telephone No.: (781) 283-8500

with a copy to:

Shearman & Sterling LLP

599 Lexington Avenue

New York, New York 10022

Attention: Michael Baker and Michael Torkin

Telecopier No.:  (212) 848-8283

Telephone No.: (646) 848-8283

DIP ABL Agent:

General Electric Capital Corporation

299 Park Avenue

3rd Floor

New York, NY 10171

Attention: Tom Morante or Milacron Account Manager

Telecopier No.: (646) 428-7094

Telephone No.: (212) 309-8769

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32

with copies to:

General Electric Capital Corporation

201 Merritt Seven

Norwalk, Connecticut 06851

Attention: Milacron - Loan Servicer

Telecopier No.: (203) 229-5731

Telephone No.: (203) 229-5792

and

General Electric Capital Corporation

401 Merritt Seven, Second Floor

Norwalk, Connecticut 06851

Attention:  Corporate Counsel – Corporate Lending

Telecopier No.: (203) 956-4001

Telephone No.: (203) 229-1492

and (which notice shall not constitute notice to the DIP ABL Agent)

Paul, Hastings, Janofsky & Walker LLP

600 Peachtree Street, Suite 2400

Atlanta, Georgia 30308

Attention: Jesse H. Austin, III, Esq.

Telecopier No.: (404) 815-2424

Telephone No.: (404) 815-2208  

SECTION 7.6

NO WAIVER, REMEDIES. No failure on the part of any Party to exercise, and no delay in exercising, any right hereunder shall operate as a waiver thereof; nor shall any single or partial exercise of any right hereunder preclude any other or further exercise thereof or the exercise of any other right. The remedies herein provided are cumulative and not exclusive of any remedies provided by law.

SECTION 7.7

CONTINUING AGREEMENT, TRANSFER OF SECURED OBLIGATIONS. This Agreement is a continuing agreement and shall (a) remain in full force and effect until the Discharge of DIP ABL Obligations and the Discharge of DIP Term Obligations shall have occurred, (b) be binding upon the Parties and their successors and assigns, and (c) inure to the benefit of and be enforceable by the Parties and their respective successors, transferees and assigns. Nothing herein is intended, or shall be construed to give, any other Person any right, remedy or claim under, to or in respect of this Agreement or any Collateral. All references to any Credit Party shall include any Credit Party as debtor-in-possession and any receiver or trustee for such Credit Party in any Insolvency Proceeding. Without limiting the generality of the foregoing clause (c), the DIP ABL Agent, any DIP ABL Lender, the DIP Term Agent, or any DIP Term Le nder may assign or otherwise transfer all or any portion of the DIP ABL Obligations or the DIP Term Obligations, as applicable, to any other Person (other than any

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33

DIP ABL Borrower, any DIP ABL Guarantor, the DIP Term Borrower, any DIP Term Guarantor or any Affiliate of any DIP ABL Borrower, any DIP ABL Guarantor, the DIP Term Borrower, any DIP Term Guarantor and any Subsidiary of any DIP ABL Borrower, any DIP ABL Guarantor, the DIP Term Borrower, any DIP Term Guarantor), and such other Person shall thereupon become vested with all the rights and obligations in respect thereof granted to the DIP ABL Agent, the DIP Term Agent, any DIP ABL Lender, or any DIP Term Lender, as the case may be, herein or otherwise. The DIP ABL Secured Parties and the DIP Term Secured Parties may continue, at any time and without notice to the other parties hereto, to extend credit and other financial accommodations, lend monies and provide indebtedness to, or for the benefit of, any Credit Party on the faith hereof.

SECTION 7.8

GOVERNING LAW; ENTIRE AGREEMENT. The validity, performance, and enforcement of this Agreement shall be governed by, and construed in accordance with, the laws of the State of New York. This Agreement constitutes the entire agreement and understanding among the Parties with respect to the subject matter hereof and supersedes any prior agreements, written or oral, with respect thereto.

SECTION 7.9

COUNTERPARTS. This Agreement may be executed in any number of counterparts, and it is not necessary that the signatures of all Parties be contained on any one counterpart hereof, each counterpart will be deemed to be an original, and all together shall constitute one and the same document.  Delivery by facsimile transmission or other electronic transmission of an executed counterpart of a signature page to this Agreement shall be effective as delivery of a manual counterpart of this Agreement.

SECTION 7.10

NO THIRD PARTY BENEFICIARIES. This Agreement is solely for the benefit of the DIP ABL Agent, DIP ABL Lenders, DIP Term Agent and DIP Term Secured Parties. No other Person (including any DIP ABL Borrower, any DIP ABL Guarantor, the DIP Term Borrower, any DIP Term Guarantor or any Affiliate of any DIP ABL Borrower, any DIP ABL Guarantor, the DIP Term Borrower, any DIP Term Guarantor, or any Subsidiary of any DIP ABL Borrower, any DIP ABL Guarantor, the DIP Term Borrower, any DIP Term Guarantor) shall be deemed to be a third party beneficiary of this Agreement.

SECTION 7.11

HEADINGS. The headings of the articles and sections of this Agreement are inserted for purposes of convenience only and shall not be construed to affect the meaning or construction of any of the provisions hereof.

SECTION 7.12

SEVERABILITY. If any of the provisions in this Agreement shall, for any reason, be held invalid, illegal or unenforceable in any respect, such invalidity, illegality, or unenforceability shall not affect any other provision of this Agreement and shall not invalidate the Lien Priority or the application of Proceeds and other priorities set forth in this Agreement.

SECTION 7.13

ATTORNEYS FEES. The Parties agree that if any dispute, arbitration, litigation, or other proceeding is brought with respect to the enforcement of this Agreement or any provision hereof, the prevailing party in such dispute, arbitration, litigation, or other proceeding shall be entitled to recover its reasonable attorneys’ fees and all other costs and expenses incurred in the enforcement of this Agreement, irrespective of whether suit is brought.

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SECTION 7.14

VENUE; JURY TRIAL WAIVER.

(a)

EACH PARTY HERETO HEREBY IRREVOCABLY AND UNCONDITIONALLY SUBMITS, FOR ITSELF AND ITS PROPERTY, TO THE NONEXCLUSIVE JURISDICTION OF THE SUPREME COURT OF THE STATE OF NEW YORK SITTING IN NEW YORK COUNTY AND OF THE UNITED STATES DISTRICT COURT OF THE SOUTHERN DISTRICT OF NEW YORK, AND ANY APPELLATE COURT FROM ANY THEREOF, IN ANY ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT, OR FOR RECOGNITION OR ENFORCEMENT OF ANY JUDGMENT, AND EACH OF THE PARTIES HERETO HEREBY IRREVOCABLY AND UNCONDITIONALLY AGREES THAT ALL CLAIMS IN RESPECT OF ANY SUCH ACTION OR PROCEEDING MAY BE HEARD AND DETERMINED IN SUCH NEW YORK STATE OR, TO THE EXTENT PERMITTED BY LAW, IN SUCH FEDERAL COURT. EACH OF THE PARTIES HERETO AGREES THAT A FINAL JUDGMENT IN ANY SUCH ACTION OR PROCEEDING SHALL BE CONCLUSIVE AND MAY BE ENFORCED IN OTHER JURISDICTIONS BY SUIT ON THE JUDGMENT OR IN ANY OTHER MANNER PROVIDED BY LAW. N OTHING IN THIS AGREEMENT SHALL AFFECT ANY RIGHT THAT ANY ABL SECURED PARTY OR ANY TERM SECURED PARTY MAY OTHERWISE HAVE TO BRING ANY ACTION OR PROCEEDING RELATING TO THIS AGREEMENT OR ANY DIP ABL DOCUMENTS AGAINST ANY CREDIT PARTY OR ITS PROPERTIES IN THE COURTS OF ANY JURISDICTION.

(b)

EACH PARTY HERETO HEREBY WAIVES ITS RESPECTIVE RIGHTS TO A JURY TRIAL OF ANY CLAIM OR CAUSE OF ACTION BASED UPON OR ARISING OUT OF THIS AGREEMENT OR ANY OF THE TRANSACTIONS CONTEMPLATED HEREIN, INCLUDING CONTRACT CLAIMS, TORT CLAIMS, BREACH OF DUTY CLAIMS, AND ALL OTHER COMMON LAW OR STATUTORY CLAIMS. EACH PARTY HERETO REPRESENTS THAT IT HAS REVIEWED THIS WAIVER AND IT KNOWINGLY AND VOLUNTARILY WAIVES ITS JURY TRIAL RIGHTS FOLLOWING CONSULTATION WITH LEGAL COUNSEL. IN THE EVENT OF LITIGATION, A COPY OF THIS AGREEMENT MAY BE FILED AS A WRITTEN CONSENT TO A TRIAL BY THE COURT.

(c)

EACH PARTY TO THIS AGREEMENT IRREVOCABLY CONSENTS TO SERVICE OF PROCESS IN THE MANNER PROVIDED FOR NOTICES IN SECTION 7.5. NOTHING IN THIS AGREEMENT WILL AFFECT THE RIGHT OF ANY PARTY TO THIS AGREEMENT TO SERVE PROCESS IN ANY OTHER MANNER PERMITTED BY LAW.

SECTION 7.15

INTERCREDITOR AGREEMENT. This Agreement is the Intercreditor Agreement referred to in the DIP ABL Credit Agreement and the DIP Term Facility Credit Documents. Nothing in this Agreement shall be deemed to subordinate the right of any DIP ABL Secured Party to receive payment to the right of any DIP Term Secured Party to receive payment or of any DIP Term Secured Party to receive payment to the right of any DIP ABL Secured Party to receive payment (whether before or after the occurrence of an Insolvency Proceeding), it being the intent of the Parties that this Agreement shall effectuate a subordination of Liens but not a subordination of Indebtedness.

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SECTION 7.16

NO WARRANTIES OR LIABILITY. The DIP Term Agent and the DIP ABL Agent acknowledge and agree that neither has made any representation or warranty with respect to the execution, validity, legality, completeness, collectibility or enforceability of any other DIP ABL Document or any DIP Term Document. Except as otherwise provided in this Agreement, the DIP Term Agent and the DIP ABL Agent will be entitled to manage and supervise their respective extensions of credit to any Credit Party in accordance with law and their usual practices, modified from time to time as they deem appropriate.

SECTION 7.17

CONFLICTS. In the event of any conflict between the provisions of this Agreement and the provisions of any ABL Document or any Term Document, the provisions of this Agreement shall govern.

SECTION 7.18

INFORMATION CONCERNING FINANCIAL CONDITION OF THE CREDIT PARTIES. Each of the DIP Term Agent and the DIP ABL Agent hereby assume responsibility for keeping itself informed of the financial condition of the Credit Parties and all other circumstances bearing upon the risk of nonpayment of the DIP ABL Obligations or the DIP Term Obligations. The DIP Term Agent and the DIP ABL Agent hereby agree that no party shall have any duty to advise any other party of information known to it regarding such condition or any such circumstances. In the event the DIP Term Agent or the DIP ABL Agent, in its sole discretion, undertakes at any time or from time to time to provide any information to any other party to this Agreement, it shall be under no obligation (A) to provide any such information to such other party or any other party on any subsequent occasion, (B) to undertake any investigation not a part of its r egular business routine, or (C) to disclose any other information.

[Signature pages follow]

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IN WITNESS WHEREOF, the DIP ABL Agent, for and on behalf of itself and the DIP ABL Lenders, and the DIP Term Agent, for and on behalf of itself and the DIP Term Secured Parties, have caused this Agreement to be duly executed and delivered as of the date first above written.

GENERAL ELECTRIC CAPITAL CORPORATION, as the DIP ABL Agent

By: ________________________________

Name:

Title:

DDJ CAPITAL MANAGEMENT, LLC, as the DIP Term Agent

By: __________________________________

Name:

Title:

INTERCREDITOR AGREEMENT

NYDOCS02/867883.5

ACKNOWLEDGMENT

Each DIP ABL Borrower, each DIP ABL Guarantor, the DIP Term Borrower and each DIP Term Guarantor hereby acknowledges that it has received a copy of this Agreement and consents thereto, agrees to recognize all rights granted thereby to the DIP ABL Agent, the DIP ABL Lenders, the DIP Term Agent, and the DIP Term Secured Parties and will not do any act or perform any obligation which is not in accordance with the agreements set forth in this Agreement. Each DIP ABL Borrower, each DIP ABL Guarantor, the DIP Term Borrower and each DIP Term Guarantor further acknowledges and agrees that it is not an intended beneficiary or third party beneficiary under this Agreement.

BORROWERS:

MILACRON INC.

By: _____________________________

Name:

Title:

CIMCOOL INDUSTRIAL PRODUCTS INC.

By: ___________________________________

Name:

Title:

MILACRON MARKETING COMPANY

By: ______________________________

Name:

Title:

MILACRON PLASTICS TECHNOLOGIES GROUP INC.

By: ______________________________

Name:

Title:

INTERCREDITOR AGREEMENT

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D-M-E COMPANY

By:________________________

Name:

Title:

INTERCREDITOR AGREEMENT

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GUARANTORS:

MILACRON CAPITAL HOLDINGS B.V.

By: _________________________

Name:

Title:

MILACRON CANADA LTD.

By: ___________________________

Name:

Title:

INTERCREDITOR AGREEMENT

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Schedule A

DIP ABL Priority Collateral Accounts

LEGAL_US_E # 82974259.5

Schedule B

DIP ABL Guarantors and DIP Term Guarantors

DIP ABL Guarantors:

MILACRON CAPITAL HOLDINGS B.V.

MILACRON CANADA LTD.

DIP Term Guarantors:

CIMCOOL INDUSTRIAL PRODUCTS INC.

D-M-E COMPANY

MILACRON MARKETING COMPANY

MILACRON PLASTICS TECHNOLOGIES GROUP INC.

MILACRON CAPITAL HOLDINGS B.V.

MILACRON CANADA LTD.

LEGAL_US_E # 82974259.5

6

EX-10

Exhibit 10.3

FIRST AMENDMENT TO SENIOR SECURED, SUPER-PRIORITY DEBTOR-IN-POSSESSION CREDIT AGREEMENT

This FIRST AMENDMENT TO SENIOR SECURED, SUPER-PRIORITY DEBTOR-IN-POSSESSION CREDIT AGREEMENT, dated as of May 12, 2009 (this “Amendment”), by and among MILACRON INC., a Delaware corporation (“Parent”), CIMCOOL INDUSTRIAL PRODUCTS INC., a Delaware corporation (“Cimcool”), MILACRON MARKETING COMPANY, an Ohio corporation (“Marketing”), MILACRON PLASTICS TECHNOLOGIES GROUP INC., a Delaware corporation (“Plastics”), and D-M-E COMPANY, a Delaware corporation (“D-M-E Company”) (Parent, Cimcool, Marketing, Plastics and D-M-E Company are collectively referred to herein as the “Borrowers” and individually as a “Borrower”); the other Credit Parties signatory hereto as Guarantors; GENERAL ELECTRIC CAPITAL CORPORATION, a Delaware corporation, as administrative agent for Lenders (“Agent”), and the other Lenders (as defined below) signatory hereto from time to time.

WHEREAS, Borrowers, Guarantors, the lenders party thereto from time to time (“Lenders”) and Agent are parties to that certain Senior Secured, Super-Priority Debtor-in-Possession Credit Agreement, dated as of March 11, 2009 (as amended, restated, supplemented or otherwise modified from time to time, the “Credit Agreement”), pursuant to which Lenders have agreed to make, and have made, certain loans and other financial accommodations to Borrowers;

WHEREAS, Borrowers and Guarantors have requested that Agent and Lenders amend certain terms and conditions of the Credit Agreement, as more fully set forth herein; and

WHEREAS, Agent and Lenders have agreed to make such amendments to the Credit Agreement, in each case, subject to the terms and conditions set forth herein.

NOW, THEREFORE, in consideration of the foregoing and the mutual covenants herein contained, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereby agree as follows:

1.

Definitions.  All terms used herein which are defined in the Credit Agreement and not otherwise defined herein are used herein as defined therein.

2.

Amendments to Credit Agreement.  

(a)

Section 1.18 of the Credit Agreement, Super-Priority Nature of Obligations and Agent’s Liens, is hereby amended and modified by deleting subsection (c) of such Section in its entirety and inserting the following in lieu hereof:

“(c)

Agent’s and Lenders’ Liens on the Collateral owned by the Credit Parties and Agent’s and Lenders’ respective administrative claims under Sections 364(c)(l) and 364(d) of the Bankruptcy Code afforded the Obligations shall also have priority over any claims, including, upon entry of the Final Order and the Final DIP Recognition Order, those arising

LEGAL_US_E # 83306681.2

under Section 506(c) of the Bankruptcy Code subject and subordinate only to the sum of the following: (i) unpaid professional fees and expenses of Borrowers and Guarantors for the Committee (but excluding any transaction, restructuring, completion, success or similar fees) solely to the extent allowed and consistent with the 13-Week Budget and the fees and expense claimed on the Administration Charge, and which, in each case, has accrued and been incurred prior to the occurrence of an Event of Default so long as the applicable professional has been timely preparing and submitting monthly fee statements in accordance with the requirements of the Final Order which may and shall be paid after any such Event of Default to the extent allowed by the Bankruptcy Court or the Canadian Court, as applicable (the “Pre-Event of Default Carve-Out Expenses”), (ii) Canadian Pri ority Payables, if any, (iii) unpaid professional fees and expenses incurred by Borrowers and Guarantors for the Committee incurred in the Chapter 11 Case or the Canadian Proceedings after an Event of Default (that is not cured or waived) in an aggregate amount not to exceed $1,500,000 (which will be inclusive of the amount of the Administration Charge and for payment of approved professional fees for any Canadian Liquidator), (iv) fees and expenses incurred by a trustee appointed upon the conversion of one or more of the Cases to a case under chapter 7 of the Bankruptcy Code in an aggregate amount not to exceed $150,000 (collectively, the “Post-Event of Default Carve-Out Expenses” and collectively, with the Pre-Event of Default Carve-Out Expenses, the “Carve-Out Expenses”), and (v) fees payable to the Office of the United States Trustee pursuant to 28 U.S.C. § 1930 and to the clerk of the Bankruptcy Court (collectively, with the Carve-Out Expenses, the “Carve-O ut Amount”); provided that the Carve-Out Expenses shall not include any other claims that are or may be senior to or pari passu with any of the Carve-Out Expenses or any professional fees and expenses of a Chapter Canadian Liquidator; and, provided, further, that Carve-Out Expenses shall not include any fees or disbursements (A) arising after the conversion of the Chapter 11 Case to a case under Chapter 7 of the Bankruptcy Code or (B) of the type described in Section 3.20 hereof or otherwise related to the investigation of, preparation for, or commencement or prosecution of, any claims or proceedings against (1) 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 and (2) any agent or lender under the Pre-Petition Credit Agreement or their claims or security interests in connection with the Pre-Petition Credit Agreement or any of the loan documents or instruments entered into in c onnection therewith.  Except as set forth herein or in the Final Order or the Final DIP Recognition Order, as applicable, no other claim having a priority superior or pari passu to that granted to Agent and Lenders by the Final Order or the Final DIP Recognition Order, as applicable, shall be granted or approved while any Obligations under this Agreement remain outstanding. Except for the Carve-Out Amount, no costs or expenses of

LEGAL_US_E # 83306681.2 - 2 -

administration shall be imposed against Agent, Lenders or any of the Collateral or any of the Prior Agent and Prior Lenders under the Pre-Petition Credit Agreement or the collateral (as defined in the Pre-Petition Credit Agreement) under Sections 105, 506(c) or 552 of the Bankruptcy Code, or otherwise, and the Credit 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 Order) or 552, or otherwise, to assert or impose or seek to assert or impose, any such costs or expenses of administration against Agent or the Lenders or the Prior Agent or the Prior Lenders under the Pre-Petition Credit Agreement.”

(b)

Annex A of the Credit Agreement, Definitions, is hereby amended and modified by adding the following new definitions thereto, in appropriate alphabetical order, to read in its entirety as follows:

“DIP Term Note Purchase Agreement” means that certain Senior Secured Superpriority Priming Debtor-in-Possession Note Purchase Agreement, dated as of May 12, 2009, by and among Parent, the guarantors party thereto, JPMorgan US High Yield Bond Japan Mother Fund, JPMorgan High Yield US Dollar Mother Fund and the DIP Term Loan Agent.

“Dutch Intercreditor Agreement” means that certain Intercreditor Agreement by and among Agent, the DIP Term Loan Agent and the Credit Parties with respect to the deed of Pledge entered into in accordance with the Post-Closing Letter evidencing the pledge by Parent of its shares in Milacron Capital.

“First Amendment” means that certain First Amendment to Senior Secured, Super-Priority Debtor-in-Possession Credit Agreement, dated as of May 12, 2009, by and among the Credit Parties, the Lenders and Agent.

“First Amendment Effective Date” has the meaning ascribed to the term “Amendment Effective Date” in the First Amendment.”

(c)

Annex A of the Credit Agreement, Definitions, is hereby further amended and modified by amending and restating the definition of “Loan Documents” to read in its entirety as follows:

“DIP Term Loan Agreement” means, individually and collectively, as the context may require, (i) that certain Senior Secured Superpriority Priming Debtor-In-Possession Credit Agreement, dated as of March 11, 2009, among Parent, each Subsidiary signatory thereto as a guarantor, the DIP Term Loan Agent, and the DIP Term Loan Lenders, and (ii) the DIP Term Note Purchase Agreement.

“Loan Documents” means the Agreement, the Notes, the Guaranties, the Collateral Documents, the Master Standby Agreement, the GE Capital Fee Letter, the Intercreditor Agreement, the Dutch Intercreditor Agreement, the Intercompany Subordination Agreement, the Financing Orders and all

LEGAL_US_E # 83306681.2 - 3 -

other agreements, instruments, documents and certificates identified in the Closing Checklist executed and delivered to, or in favor of, Agent or any Lenders and including all other pledges, powers of attorney, consents, assignments, contracts, notices, letter of credit agreements and all other written matter whether heretofore, now or hereafter executed by or on behalf of any Credit Party, or any employee of any Credit Party, and delivered to Agent or any Lender in connection with the Agreement or the transactions contemplated thereby.  Any reference in the Agreement or any other Loan Document to a Loan Document shall include all appendices, exhibits or schedules thereto, and all amendments, restatements, supplements or other modifications thereto, and shall refer to the Agreement or such Loan Document as the same may be in effect at any and all times such reference becom es operative.”

3.

Conditions to Effectiveness.  This Amendment shall become effective (the “Amendment Effective Date”) upon satisfaction in full of the following conditions precedent:

(a)

Agent shall have received counterparts of this Amendment that bear the signatures of each of Credit Parties, Agent and Lenders;

(b)

Agent shall have received a copy of an amendment (or similar agreement), in form and substance reasonably satisfactory to Agent, duly executed by Credit Parties, DIP Term Loan Agent, and DIP Term Loan Lenders amending the corresponding provisions of the DIP Term Loan Agreement;

(c)

Agent shall have received counterparts of that certain Amendment No. 1 to the Intercreditor Agreement dated as of the date hereof by and among Agent, the DIP Term Loan Agreement and the Credit Parties; and

(d)

Agent shall have received such other information, documents, instruments or approvals as Agent may require.

4.

Credit Parties’ Representations and Warranties.  Each Credit Party represents and warrants to Agent and Lenders as follows:

(a)

Such Credit Party (i) is duly organized, validly existing and in good standing under the laws of the state, province or other applicable jurisdiction of its organization and (ii) has all requisite power, authority and legal right to execute, deliver and perform this Amendment and to perform the Credit Agreement, as amended hereby.

(b)

The execution, delivery and performance by such Credit Party of this Amendment and the performance by such Credit Party of the Credit Agreement, as amended hereby (i) have been duly authorized by all necessary action, (ii) do not and will not violate or create a default under such Credit Party’s organizational documents, any material applicable law, rule or regulation any applicable order, judgment or decree of any Governmental Authority or any material contractual restriction on or otherwise affecting it or any of its properties (including, without limitation, the Senior Secured Note Documents), and (iii) except as provided in the Loan

LEGAL_US_E # 83306681.2 - 4 -

Documents, do not and will not result in or require the creation of any Lien, upon or with respect to such Credit Party’s property, other than Lien securing obligations in an aggregate amount not exceeding $100,000.

(c)

No authorization or approval or other action by, and no notice to or filing with, any Governmental Authority is required in connection with the due execution, delivery and performance by such Credit Party of this Amendment or the performance by such Credit Party of the Credit Agreement, as amended hereby.

(d)

This Amendment and the Credit Agreement, as amended hereby, constitute the legal, valid and binding obligations of such Credit Party, enforceable against such Credit Party in accordance with their terms except as may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws and subject to general principles of equity, regardless of whether considered in a proceeding in equity or at law.

(e)

Immediately after giving effect to this Amendment, (i) except for such matters as have been fully disclosed to Agent in writing by or on behalf of Borrowers, the representations and warranties contained in the Credit Agreement are correct on and as of the date of this Amendment as though made on and as of the date hereof (except where such representations and warranties relate to an earlier date in which case such representations and warranties shall be true and correct as of such earlier date), and (ii) no Default or Event of Default has occurred and is continuing (or would result from this Amendment becoming effective in accordance with its terms).

5.

Acknowledgements.

(a)

Each Borrower hereby acknowledges, confirms and agrees that as of the close of business on April __, 2009, Borrowers were indebted to the Lenders for Advances and other extensions of credit under the Loan Documents in an aggregate amount of $26,767,689.18 (collectively, the “First Amendment Date Obligations” and together with all fees, expenses, interest and other amounts required to be paid under the Loan Documents, collectively, the “Existing Obligations”). The Existing Obligations are unconditionally owing by Borrowers to Lenders, without offset, defense or counterclaim of any kind, nature or description whatsoever.

(b)

Each Credit Party hereby acknowledges, confirms and agrees that Agent, for the benefit of Lenders, has and shall continue to have valid, enforceable and perfected first-priority liens upon and security interests in the Collateral granted to Agent, for the benefit of Lenders, pursuant to the Loan Documents or otherwise granted to or held by Agent, for the benefit of the Lenders.

(c)

Each Guarantor consents to the execution and delivery by Borrowers of this Amendment and jointly and severally ratify and confirm the terms of their Guaranty with respect to the Indebtedness now or hereafter outstanding under the Credit Agreement, as amended hereby, and all Notes issued thereunder.

6.

Continued Effectiveness of Credit Agreement.  Each Credit Party hereby (a) confirms and agrees that the Credit Agreement and each other Loan Document to which it is a

LEGAL_US_E # 83306681.2 - 5 -

party is, and shall continue to be, in full force and effect and is hereby ratified and confirmed in all respects except that on and after the Amendment Effective Date all references in any such Loan Document to (i) “the Credit Agreement”, “hereto”, “hereof”, “hereunder”, “thereto”, “thereof”, “thereunder” or words of like import referring to the Credit Agreement shall mean the Credit Agreement as amended by this Amendment, (b) confirms and agrees that to the extent that any such Loan Document purports to assign or pledge to Agent, for the ratable benefit of Lenders, or to grant to Agent, for the ratable benefit of Lenders, a security interest in or Lien on, any Collateral as security for the Obligations of the Credit Party, or any of their respective Subsidiaries from time to time existing in respect of the Credit Agreement and the other Loan Doc uments, such pledge, assignment and/or grant of the security interest or Lien is hereby ratified and confirmed in all respects, and (c) confirms and agrees that no amendment of any terms or provisions of the Credit Agreement, or the amendments and consents granted hereunder shall relieve any Credit Party from complying with such terms and provisions other than as expressly amended or consented to hereby or from complying with any other term or provision thereof or herein.

7.

Release.  Each Credit Party hereby acknowledges and agrees that: (a) neither it nor any of its Affiliates has any claim or cause of action against Agent or any Lender (or any of their respective Affiliates, officers, directors, employees, attorneys, consultants or agents) and (b) each of Agent and each Lender has heretofore properly performed and satisfied in a timely manner all of its respective obligations to Credit Parties and their Affiliates under the Credit Agreement and the other Loan Documents.  Notwithstanding the foregoing, Credit Parties wish (and Agent and Lenders agree) to eliminate any possibility that any past conditions, acts, omissions, events or circumstances would impair or otherwise adversely affect Agent’s or any Lenders’ rights, interests, security and/or remedies under the Credit Agreement and the other Loan Documents.  Accordingly, for and in consideration of the agreements contained in this Amendment and other good and valuable consideration, each Credit Party (for itself and its Affiliates and the successors, assigns, heirs and representatives of each of the foregoing) (collectively, the “Releasors”) does hereby fully, finally, unconditionally and irrevocably release and forever discharge Agent and each Lender and each of their respective Affiliates, officers, directors, employees, attorneys, consultants and agents (collectively, the “Released Parties”) from any and all debts, claims, obligations, damages, costs, attorneys’ fees, suits, demands, liabilities, actions, proceedings and causes of action, in each case, whether known or unknown, contingent or fixed, direct or indirect, and of whatever nature or description, and whether in law or in equity, under contract, tort, statute or otherwise, which any Releasor has heretofore had or now or hereafter can, shall or may have against any Released Party by rea son of any act, omission or thing whatsoever done or omitted to be done, arising out of, connected with or related in any way to the Credit Agreement or any other Loan Document, or any act, event or transaction related or attendant thereto, or the agreements of Agent or any Lender contained therein, or the possession, use, operation or control of any of the assets of any Credit Party, or the making of any Loans or other advances, or the management of such Loans or advances or the Collateral.

8.

Miscellaneous.

(a)

This Amendment may be executed in any number of counterparts and by different parties hereto in separate counterparts, each of which shall be deemed to be an original

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but all of which taken together shall constitute one and the same agreement.  Delivery of an executed counterpart of this Amendment by telefacsimile or electronic method shall be equally as effective as delivery of an original executed counterpart of this Amendment.

(b)

Section and paragraph headings herein are included for convenience of reference only and shall not constitute a part of this Amendment for any other purpose.

(c)

This Amendment shall be governed by, and construed in accordance with, the laws of the State of New York.  Each of the parties to this Amendment hereby irrevocably waives all rights to trial by jury in any action, proceeding or counterclaim arising out of or relating to this Amendment.

(d)

Borrowers will pay on demand all reasonable fees, costs and expenses of Agent and Lenders in connection with the preparation, execution and delivery of this Amendment or otherwise payable under the Credit Agreement, including, without limitation, reasonable fees disbursements and other charges of counsel to Agent and Lenders.  

(e)

This Amendment is a Loan Document executed pursuant to the Credit Agreement and shall be construed, administered and interpreted in accordance with the terms thereof.  Accordingly, it shall be an Event of Default under the Credit Agreement if any representation or warranty made or deemed made by any Credit Party under or in connection with this Amendment shall have been incorrect when made or deemed made or if any Credit Party fails to perform or comply with any covenant or agreement contained herein.

[remainder of this page intentionally left blank]

LEGAL_US_E # 83306681.2 - 7 -

IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly executed and delivered by their respective officers thereunto duly authorized as of the date first written above.

BORROWERS:

MILACRON INC.

By:  /s/David E. Lawrence                                

Name:

David E. Lawrence

Title:

President

CIMCOOL INDUSTRIAL PRODUCTS INC.

By:  /s/David E. Lawrence                                

Name:

David E. Lawrence

Title:

President

MILACRON MARKETING COMPANY

By:  /s/David E. Lawrence                                

Name:

David E. Lawrence

Title:

President

MILACRON PLASTICS TECHNOLOGIES GROUP INC.

By:  /s/David E. Lawrence                                

Name:

David E. Lawrence

Title:

President

D-M-E COMPANY

By:  /s/David E. Lawrence                                

Name:

David E. Lawrence

Title:

President

FIRST AMENDMENT TO DIP CREDIT AGREEMENT

CREDIT PARTIES:

MILACRON CAPITAL HOLDINGS B.V.

By:  /s/David E. Lawrence                                

Name:

David E. Lawrence

Title:

Power of Attorney

MILACRON CANADA LTD.

By:  /s/David E. Lawrence                                

Name:

David E. Lawrence

Title:

Director and Authorized Person

FIRST AMENDMENT TO DIP CREDIT AGREEMENT

GENERAL ELECTRIC CAPITAL CORPORATION, as the DIP ABL Agent

By: /s/ Thomas Morante

Name:

Thomas Morante

Title: Duly Authorized Signatory

FIRST AMENDMENT TO DIP CREDIT AGREEMENT

EX-10

Exhibit 10.4

EXECUTION VERSION

SENIOR SECURED SUPERPRIORITY PRIMING DEBTOR-IN-POSSESSION
NOTE PURCHASE AGREEMENT

Dated as of May 12, 2009

among

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

and the

GUARANTORS PARTY HERETO,
as Debtors and Debtors in Possession

and

JPMORGAN US HIGH YIELD BOND MOTHER FUND and

JPMORGAN HIGH YIELD US DOLLAR MOTHER FUND
as Purchasers

and

DDJ CAPITAL MANAGEMENT, LLC
as Administrative Agent and Registrar

Up to $1,759,000 aggregate principal amount of DIP Term Notes, including Roll-Up DIP
Term Notes

NYDOCS01/1200447.18

TABLE OF CONTENTS

PAGE

ARTICLE I

DEFINITIONS

Section 1.01

Certain Defined Terms

2

ARTICLE II

SALE AND PURCHASE OF THE NOTES; TERMS OF THE NOTES

Section 2.01

Reserved

4

Section 2.02

Agreement to Issue and Purchase

4

Section 2.03

Roll-Up Issuances

5

Section 2.04

Closing Delivery and Payment

5

Section 2.05

Termination or Reduction of NPA Commitments

5

Section 2.06

Prepayment

5

Section 2.07

Interest

6

Section 2.08

Fees

6

Section 2.09

Conversion from Eurodollar Rate Notes to Base Rate Notes

6

Section 2.10

Increased Costs

6

Section 2.11

Computation of Payments

6

Section 2.12

Tax

6

Section 2.13

Sharing of Payments

6

Section 2.14

Use of Proceeds

6

Section 2.15

Defaulting Purchasers

7

Section 2.16

Priority and Liens

7

Section 2.17

Payment of Obligations

7

Section 2.18

No Discharge; Survival of Claims

7

Section 2.19

Replacement of Purchasers

7

Section 2.20

Waiver of Priming Rights

7

Section 2.21

Release

7

Section 2.22

Maturity

8

Section 2.23

Legend

8

Section 2.24

Replacement DIP Term Notes

8

Section 2.25

Transfer

8

Section 2.26

Cancellation

8

ARTICLE III

CONDITIONS TO CLOSING

Section 3.01

Conditions Precedent to any Closing

9

Section 3.02

Conditions Precedent to the Initial Purchase

9

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ARTICLE IV

REPRESENTATIONS AND WARRANTIES

Section 4.01

Representations and Warranties of the Company and the Guarantors

9

Section 4.02

Representations and Warranties of the Purchaser

9

ARTICLE V

COVENANTS OF THE COMPANY AND THE GUARANTORS

Section 5.01

Additional Covenants

10

ARTICLE VI

EVENTS OF DEFAULT

Section 6.01

Events of Default

10

ARTICLE VII

THE ADMINISTRATIVE AGENT AND REGISTRAR

Section 7.01

The Administrative Agent

11

Section 7.02

The Registrar

11

ARTICLE VIII

SUBSIDIARY GUARANTY

Section 8.01

Subsidiary Guaranty

11

ARTICLE IX

SECURITY

Section 9.01

The Security

11

ARTICLE X

MODIFICATIONS AND WAIVERS

Section 10.01

Modifications and Waivers

12

Section 10.02

Binding Effect, Etc

12

Section 10.03

Notes Held by Company, Etc

12

Section 10.04

Unequivocal Right to Credit Bid

13

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ARTICLE XI

MISCELLANEOUS

Section 11.01

Notices, Etc

13

Section 11.02

No Waiver; Remedies

14

Section 11.03

Costs, Fees and Expenses

14

Section 11.04

Right of Set-off

14

Section 11.05

Binding Effect

14

Section 11.06

Severability

14

Section 11.07

Successors and Assigns

14

Section 11.08

Execution in Counterparts

15

Section 11.09

Confidentiality

15

Section 11.10

Patriot Act Notice

15

Section 11.11

Jurisdiction, Etc

15

Section 11.12

Governing Law

16

Section 11.13

Waiver of Jury Trial

16

Section 11.14

DIP Intercreditor Agreement and other Agreements

16

Section 11.15

Catch-All Provision, Principles of Interpretation.

16

SCHEDULES

Schedule I

Purchasers and NPA Commitments

EXHIBITS

Exhibit A

Form of DIP Term Note
Exhibit B

Form of Notice of Issuance
Exhibit C

DIP Term Credit Agreement

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The Schedules and Exhibits to the DIP Term Credit Agreement are deemed to be attached hereto mutatis mutandis.

SCHEDULES (DIP TERM CREDIT AGREEMENT)

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 VI	Post U.S. Final DIP Order - Commitment and Applicable Lending Offices
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 (DIP TERM CREDIT AGREEMENT)

Exhibit A	Form of Note
Exhibit B	Form of Notice of Borrowing
Exhibit C-1	Noteholder - Form of Assignment and Acceptance
Exhibit C-2	General - 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

NOTE PURCHASE AGREEMENT

This Senior Secured Superpriority Priming Debtor-in-Possession Note Purchase Agreement, dated as of April 29, 2009 (as may be amended, supplemented or otherwise modified from time to time, this “Agreement”), is entered into by and among MILACRON INC., a Delaware corporation and a debtor and debtor-in-possession in a case pending under chapter 11 of the Bankruptcy Code (as hereinafter defined), as issuer (the “Company”), the Guarantors party hereto, each a debtor and debtor-in-possession in a case pending under chapter 11 of the Bankruptcy Code, JPMorgan US High Yield Bond Mother Fund and JPMorgan High Yield US Dollar Mother Fund (each, along with any other person that becomes a purchaser hereunder, a “Purchaser” and together, the “Purchasers”) and DDJ CAPITAL MANAGEMENT, LLC, in its capacity as administrative agent (including any successor appointed pursuant to Article VII hereto, the “Administrative Agent”) and Registrar (as hereinafter defined).

RECITALS:

WHEREAS, capitalized terms used and not defined herein shall have the respective meanings set forth in Section 1.1 hereof or in the DIP Term Credit Agreement (as defined below) (a copy of which is attached hereto as Exhibit C);

WHEREAS, on March 10, 2009, the Company and each of the Guarantors filed voluntary petitions in the United States Bankruptcy Court for the Southern District of Ohio for relief, and commenced cases under chapter 11 of the 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 Bankruptcy Code;

WHEREAS, the Canadian Guarantor has commenced a recognition proceeding in the Canadian Bankruptcy Court under section 18.6 of the Companies’ Creditors Arrangement Act (Canada);

WHEREAS, on March 11, 2009, pursuant to the U.S. Interim DIP Order, the Company and the Guarantors entered into a Senior Secured Superpriority Debtor-In-Possession Credit Agreement (as amended, supplemented or modified from time to time, the “DIP Term Credit Agreement”) with the Administrative Agent, Initial Lenders and the other Lenders from time to time party thereto;

WHEREAS, certain investment funds affiliated with, or managed by, JPMorgan Investment Management, Bayside Capital Inc. and Symphony Asset Management, LLC (together, the “Electing Noteholders”) have elected to participate in the DIP Term Loan Facility pursuant to the U.S. Interim DIP Order and certain other specified terms and conditions, subject to the following recitals; and

WHEREAS, certain of the Electing Noteholders have requested to purchase DIP Term Notes, in lieu of making Advances under the DIP Term Credit Agreement (such Electing Noteholders being Purchasers hereunder).

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

ARTICLE I

DEFINITIONS

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):

“Administrative Agent” has the meaning specified in the recitals.

“Advances” has the meaning specified in the DIP Term Credit Agreement.

“Agreement” has the meaning specified in the recitals.

“Bankruptcy Code” means title 11 of the United States Code (11 U.S.C. §§ 101 et seq.).

“Base Rate” means a fluctuating interest rate per annum in effect from time to time, as determined by the Administrative Agent in respect of the Advances under the DIP Term Credit Agreement, and applied by the Administrative Agent as the interest paid under the DIP Term Notes, as applicable.

“Base Rate Notes” means DIP Term Notes that pay interest at the Base Rate.

“Catch-Up” means, with respect to a Purchaser, when such Purchaser has Purchased DIP Term Notes, including any Issuance of Roll-Up DIP Term Notes in connection therewith, equal to the product of (x) its Commitment Percentage multiplied by (y) all Advances, Roll-Up Advances, DIP Term Notes and Roll-Up DIP Term Notes made or issued since the Effective Date (as defined in the DIP Term Credit Agreement).

“Catch-Up Lenders” has the meaning specified in the DIP Term Credit Agreement.

“Catch-Up Percentage” means with respect to a Catch-Up Lender or Purchaser, the percentage that results from dividing (a) such Catch-Up Lender’s or Purchaser’s Commitment Percentage by (b) the aggregate of all Catch-Up Lenders’ and Purchasers’ Commitment Percentages.

“Commitment” means with respect to each Purchaser the amount set forth in Schedule I hereto under the heading “Catch-Up Percentage.”

“Commitment Percentage” means with respect to each Purchaser the amount set forth in Schedule I hereto under the heading “Commitment Percentage.”

“Company” has the meaning specified in the recitals.

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“Closing” has the meaning specified in Section 2.04.

“Closing Date” means, in respect of any Closing, the date of such Closing.

“Defaulting Purchaser” has the meaning specified in Section 2.15.

“DIP Term Credit Agreement” has the meaning specified in the recitals.

“DIP Term Loan Facility” has the meaning specified in the U.S. Final DIP Order.

“Electing Noteholder” has the meaning specified in the recitals.

“Eurodollar Rate” means an interest rate per annum in effect from time to time, as determined by the Administrative Agent in respect of the Advances under the DIP Term Credit Agreement, and applied by the Administrative Agent as the interest paid under the DIP Term Notes, as applicable.

“Eurodollar Notes” means DIP Term Notes that pay interest at the Eurodollar Rate.

“Final DIP Term Notes” has the meaning specified in Section 11.07(b).

“Final DIP Term Notes Catch-Up Amount” has the meaning specified in Section 11.07(b).

“Issuance” has the meaning specified in Section 2.02(a)(i).

“Legend” has the meaning specified in Section 2.23.

“Lender” has the meaning specified in the DIP Term Credit Agreement.

“Notice of Borrowing” has the meaning specified in the DIP Term Credit Agreement.

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

“NPA Commitment” means, with respect to any Purchaser at any time, the amount set forth opposite such Purchaser’s name on Schedule I hereto under the caption “NPA Commitment,” as such amount may be reduced in accordance with the termination or reduction of Commitments provision of the DIP Term Credit Agreement set forth herein mutatis mutandis, taking into account such modifications as are necessary to reflect the terms herein and in the DIP Term Notes.

“Officer” means the Chairman of the Board, the Chief Executive Officer, the President, any Executive Vice President, Senior Vice President or Vice President, the Chief Financial Officer, the Treasurer or Secretary of the Company.

“Participation Costs” means an amount equal to the aggregate amount of costs, fees and expenses incurred in connection with the preparation and consummation of this

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Agreement (including, without limitation, any additional costs, fees and expenses owed to the Administrative Agent (or sub-agent thereto) as a result of the participation of the Purchasers in the DIP Term Loan Facility), along with the ancillary documentation with respect thereto, and the issuance of DIP Term Notes hereunder, to the extent of the amount of such costs, fees and expenses in excess of $25,000.

“Purchase” has the meaning specified in Section 2.02(a)(i).

“Purchasers” has the meaning specified in the recitals.

“Register” has the meaning specified in Section 7.02.

“Roll-Up Advances” has the meaning specified in the DIP Term Credit Agreement.

“Roll-Up DIP Term Notes” has the meaning specified in Section 2.03.

“Securities Act” means the U.S. Securities Act of 1933, as amended.

“Termination Date” has the meaning specified in the DIP Term Credit Agreement.

“Unused NPA Commitment” means, with respect to any Purchaser at any time, (a) such Purchaser’s NPA Commitment at such time minus (b) the aggregate principal amount of all Issuances made to such Purchaser.

ARTICLE II

SALE AND PURCHASE OF THE NOTES; TERMS OF THE NOTES

Section 2.01

Reserved.

Section 2.02

Agreement to Issue and Purchase.

(a)

Issuance and Purchase and General Mechanics.  (i)  Subject to the terms and conditions set forth herein, including timely delivery of a Notice of Borrowing and until the occurrence of the Termination Date, each Purchaser shall, from time to time on the date of any Borrowing under the DIP Term Credit Agreement, purchase from the Company (each a “Purchase”), and at such times the Company shall sell (each an “Issuance”) to such Purchaser a principal amount of DIP Term Notes equal to such Purchaser’s Commitment Percentage of the aggregate amount of the Borrowing specified in the Notice of Borrowing and as set forth in the Notice of Issuance, at a price equal to 100% of the principal amount thereof, and in any case (x) in an amount for each such Issuance not to exceed such Purchaser’s Unused NPA Commitment as of the Closing of such Issuance and Purchase and (y) in an aggregate amount for all such Issuances not to exceed such Purchaser’s NPA Commitment; provided, however, that with respect to each Purchase and Issuance (and Borrowing), or portion thereof, that occurs prior to the Catch-Up, such Purchase and Issuance (and Borrowing), or portion thereof,

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shall be made by the Purchasers and Catch-Up Lenders ratably based on their respective Catch-Up Percentage.

(ii)  At least three (3) Business Days prior to any intended Issuance hereunder, the Company shall deliver a copy of the Notice of Borrowing to the Purchasers and the Administrative Agent shall provide a Notice of Issuance in substantially the form attached hereto as Exhibit B (a “Notice of Issuance”) to the Purchasers after receipt by the Administrative Agent of such Notice of Borrowing.  The provisions set forth in Section 2.02 of the DIP Term Credit Agreement regarding the mechanics for making Advances are set forth herein mutatis mutandis as if such provisions applied to Issuances and Purchases, taking into account such modifications as are necessary to reflect the terms herein and in the DIP Term Notes.

(b)

For the avoidance of doubt, each Purchase of DIP Term Notes under clause (a) shall be exclusive of Roll-Up DIP Term Notes, which are governed by the terms contained in Section 2.03 hereof.

Section 2.03

Roll-Up Issuances.  Section 2.01(c) of the DIP Term Credit Agreement is set forth herein mutatis mutandis, taking into account such modifications as are necessary to reflect the terms herein and in the DIP Term Notes, such that, upon each Purchase and Issuance, the Purchasers shall be issued, on the relevant Closing Date, additional DIP Term Notes (“Roll-Up DIP Term Notes”) in a principal amount corresponding to the amount of the Roll-Up Advance that would have been made had such Purchase been an Advance under the DIP Term Credit Agreement.  The principal amount of Roll-Up DIP Term Notes to be received by each Purchaser in connection with each Purchase shall be calculated by the Administrative Agent and shall be communicated to such Purchaser as soon as practicable following the relevant Closing.

Section 2.04

Closing Delivery and Payment.  The closing of the Issuance and Purchase of DIP Term Notes (each, a “Closing”) shall take place, subject to the terms of this Agreement, on the date specified by the Company in the relevant Notice of Borrowing, or at such other time and date as shall be agreed in writing between the Company and the Purchasers; provided that if all the conditions set forth in Section 3.01 and/or Section 3.02, as applicable, have not been satisfied (or, waived by the Company or the Required Lenders, as applicable) as of such date, as soon as practicable after all such conditions have been satisfied (or, waived by the Company or the Required Lenders, as applicable).

Section 2.05

Termination or Reduction of NPA Commitments.  The provisions for the termination or reduction of Commitments set forth in Section 2.05 of the DIP Term Credit Agreement shall apply mutatis mutandis to the termination or reduction of the NPA Commitments upon each Issuance and as further described therein, taking into account such modifications as are necessary to reflect the terms herein and in the DIP Term Notes.

Section 2.06

Prepayment.  To the extent the Company repays Advances under the DIP Term Credit Agreement, it will repay and redeem a corresponding aggregate principal amount of DIP Term Notes hereunder, and to the extent the Company repays or redeems DIP Term Notes hereunder, it will repay a corresponding amount of Advances under the DIP Term Credit Agreement.  The provisions set forth in Section 2.06 of the DIP Term Credit Agreement

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obligating the Company to pay a Prepayment Premium are set forth herein mutatis mutandis, taking into account such modifications as are necessary to reflect the terms herein and in the DIP Term Notes.

Section 2.07

Interest.  The provisions set forth in Section 2.07 of the DIP Term Credit Agreement obligating the Company to pay interest are set forth herein mutatis mutandis, taking into account such modifications as are necessary to reflect the terms herein and in the DIP Term Notes.

Section 2.08

Fees.  The provisions set forth in Section 2.08 of the DIP Term Credit Agreement obligating the Company to pay additional fees are set forth herein mutatis mutandis, taking into account such modifications as are necessary to reflect the terms herein and in the DIP Term Notes; provided, however, that the Purchasers shall not be entitled to receive, and the Company shall not be required to pay, any fees referred to in Section 2.08(b) of the DIP Term Credit Agreement.

Section 2.09

Conversion from Eurodollar Rate Notes to Base Rate Notes.  The conversion provisions set forth in Section 2.09 of the DIP Term Credit Agreement are set forth herein mutatis mutandis, taking into such modifications as are necessary to reflect the terms herein and in the DIP Term Notes.  Upon any such conversion, the Registrar will cancel the old DIP Term Notes and issue new DIP Term Notes reflecting the converted rate of interest.  Every new DIP Term Note issued pursuant to this Section is an additional obligation of the Company and shall be entitled to all of the benefits of this Agreement equally and proportionately with any and all other DIP Term Notes duly issued hereunder.  

Section 2.10

Increased Costs.  The provisions set forth in Section 2.10 of the DIP Term Credit Agreement obligating the Company to pay certain increased costs are set forth herein mutatis mutandis, taking into account such modifications as are necessary to reflect the terms herein and in the DIP Term Notes.

Section 2.11

Computation of Payments.  The Company shall compute amounts of payments under the DIP Term Notes in accordance with Section 2.11 of the DIP Term Credit Agreement, which is set forth herein mutatis mutandis, taking into account such modifications as are necessary to reflect the terms herein and in the DIP Term Notes.

Section 2.12

Tax.  The covenants of the Company and the Guarantors set forth in Section 2.12 of the DIP Term Credit Agreement are set forth herein mutatis mutandis, taking into account such modifications as are necessary to reflect the terms herein and in the DIP Term Notes.

Section 2.13

Sharing of Payments.  Each Purchaser shall share with the Lenders (and each other) any payments as set forth under Section 2.13 of the DIP Term Credit Agreement, which is set forth herein mutatis mutandis, taking into account such modifications as are necessary to reflect the terms herein and in the DIP Term Notes.

Section 2.14

Use of Proceeds.  The covenants of the Company and the Guarantors set forth in Section 2.14 of the DIP Term Credit Agreement are set forth herein mutatis mutandis, taking into account such modifications as are necessary to reflect the terms

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herein and in the DIP Term Notes, including the obligation of the Company to remit proceeds hereunder to the Initial Lenders in certain circumstances set forth in Section 11.07(b).

Section 2.15

Defaulting Purchasers.  The provisions relating to Defaulting Lenders set forth in Section 2.15 of the DIP Term Credit Agreement shall apply mutatis mutandis to any failure of any Purchaser to purchase DIP Term Notes as required hereby (such Purchaser, a “Defaulting Purchaser”), taking into account such modifications as are necessary to reflect the terms herein and in the DIP Term Notes.

Section 2.16

Priority and Liens.  The provisions relating to Priority and Liens set forth in Section 2.17 of the DIP Term Credit Agreement shall apply mutatis mutandis to the obligations under the DIP Term Notes, taking into account such modifications as are necessary to reflect the terms herein and in the DIP Term Notes.

Section 2.17

Payment of Obligations.  The provisions relating to payment of certain obligations under DIP Term Notes without further application to or order of the applicable Bankruptcy Court set forth in Section 2.18 of the DIP Term Credit Agreement shall apply mutatis mutandis to the payment of obligations hereunder and under the DIP Term Notes, taking into account such modifications as are necessary to reflect the terms herein and in the DIP Term Notes.

Section 2.18

No Discharge; Survival of Claims.  The provisions relating to survival of claims and other matters set forth in Section 2.19 of the DIP Term Credit Agreement shall apply mutatis mutandis to the DIP Term Note Purchase Agreement the DIP Term Notes, taking into account such modifications as are necessary to reflect the terms herein and in the DIP Term Notes.

Section 2.19

Replacement of Purchasers.  The provisions relating to the replacement of Affected Lenders (including, but not limited to, Lenders that fail to comply with the directions of the Required Lenders under any of the Transaction Documents or in connection with the transactions contemplated therein, including in connection with a Credit Bid) set forth in Section 2.20 of the DIP Term Credit Agreement shall apply mutatis mutandis to the treatment of Defaulting Purchasers hereunder such that, inter alia, such Defaulting Purchasers’  DIP Term Notes (or the obligations represented thereby) may be purchased by a Replacement Lender in accordance with the terms of such Section 2.20, and the Defaulting Purchasers shall be subject to the full terms thereof, taking into account such modifications as are necessary to reflect the terms herein and in the DIP Term Notes.

Section 2.20

Waiver of Priming Rights.  The provisions relating to waiver of priming rights set forth in Section 2.21 of the DIP Term Credit Agreement shall apply mutatis mutandis to the DIP Term Note Purchase Agreement the DIP Term Notes, taking into account such modifications as are necessary to reflect the terms herein and in the DIP Term Notes.

Section 2.21

Release.  The provisions relating to release of claims and other matters set forth in Section 2.22 of the DIP Term Credit Agreement shall apply mutatis mutandis to the DIP Term Note Purchase Agreement the DIP Term Notes, taking into account such modifications as are necessary to reflect the terms herein and in the DIP Term Notes.

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Section 2.22

Maturity.  The DIP Term Notes shall mature on the Maturity Date, subject to early prepayment as set forth herein.

Section 2.23

Legend.  The DIP Term Notes shall bear a legend relating to the restrictions on transfer imposed on such DIP Term Notes by the laws and other restrictions set forth on the form of Note attached hereto as Exhibit B (collectively, the “Legend”), and such DIP Term Notes shall be subject to such restrictions.  If DIP Term Notes are issued upon the transfer or replacement of DIP Term Notes bearing the Legends, the DIP Term Notes so issued shall bear the Legend.

Section 2.24

Replacement DIP Term Notes.  If any mutilated DIP Term Note is surrendered to the Registrar or the Company or the Registrar receives evidence to its satisfaction of the destruction, loss or theft of any DIP Term Note, the Company shall issue a replacement DIP Term Note.  If required by the Registrar or the Company, an indemnity bond must be supplied by the holder of the DIP Term Note that is sufficient in the judgment of the Registrar and the Company to protect the Registrar and the Company from any loss that any of them may suffer if a DIP Term Note is replaced.  The Company may charge for its expenses in replacing a DIP Term Note.  In case any such mutilated, destroyed, lost or stolen DIP Term Note has become or is about to become due and payable, the Company in its discretion shall be permitted, instead of issuing a new DIP Term Note, pay or purchase such DIP Term Not e, as the case may be.  Every replacement DIP Term Note is an additional obligation of the Company and shall be entitled to all of the benefits of this Agreement equally and proportionately with all other DIP Term Notes duly issued hereunder.

Section 2.25

Transfer.  When DIP Term Notes are presented to the Registrar with a request to register the transfer of such DIP Term Notes, the Registrar shall register the transfer as requested; provided, however, that the DIP Term Notes surrendered for transfer or exchange:

(i)

comply with the requirements set forth in Section 11.07 regarding assignment of the obligation of the Purchaser hereunder to such transferee; and

(ii)

are being transferred or exchanged pursuant to an exemption from registration under the Securities Act.

The transferee shall provide (i) a certification that such DIP Term Note is being transferred to either (A) an “accredited investor” (pursuant to Rule 501 of Regulation D under the Securities Act) that was not formed for the specific purpose of acquiring the DIP Term Notes or (B) a “qualified institutional buyer” (as defined in Rule 144A under the Securities Act) and (ii) if the Company so requires, an opinion of counsel or other evidence satisfactory to the Company as to the compliance with the foregoing restrictions and the restrictions set forth in the Legend.

Section 2.26

Cancellation.  All DIP Term Notes surrendered for payment or conversion shall, if surrendered to any person other than the Registrar, be delivered to the Registrar and shall be promptly cancelled thereby.  The Company may at any time deliver to the Registrar for cancellation any DIP Term Notes previously executed and delivered hereunder

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which the Company may have acquired in any manner whatsoever, and all DIP Term Notes so delivered shall be promptly cancelled by the Registrar.  The Company may not issue new DIP Term Notes to replace DIP Term Notes it has paid or delivered to the Registrar for cancellation except pursuant to Section 2.09.  No DIP Term Notes shall be executed in lieu of or in exchange for any DIP Term Notes cancelled as provided in this Section, except as expressly permitted by this Agreement.  All cancelled DIP Term Notes held by the Registrar shall be disposed of by the Registrar in accordance with the Registrar’s customary procedures.

ARTICLE III

CONDITIONS TO CLOSING

Section 3.01

Conditions Precedent to any Closing.  The conditions set forth in Section 3.02 of the DIP Term Credit Agreement shall apply mutatis mutandis to the obligations of the Purchasers to purchase DIP Term Notes in any Closing hereunder, taking into account such modifications as are necessary to reflect the terms herein and in the DIP Term Notes.

Section 3.02

Conditions Precedent to the Initial Purchase.  (a)  The conditions set forth in Section 3.03 of the DIP Term Credit Agreement shall apply mutatis mutandis to the obligations of the Purchasers to make the initial Purchase hereunder, taking into account such modifications as are necessary to reflect the terms herein and in the DIP Term Notes.  

(b)

The obligations of the Purchasers to make the initial Purchase hereunder are conditioned on the receipt by the Administrative Agent from Dinsmore & Shohl LLP,  as counsel to the the Company, of a favorable opinion as to such matters as the Administrative Agent may reasonably request including the enforceability of this Agreement, in form and substance reasonably satisfactory to the Purchasers.

ARTICLE IV

REPRESENTATIONS AND WARRANTIES

Section 4.01

Representations and Warranties of the Company and the Guarantors.  The representations and warranties of the Company and the Guarantors set forth in Section 4.01 of the DIP Term Credit Agreement are set forth herein mutatis mutandis as if made by the Company and the Guarantors as of any Closing Date, taking into account such modifications as are necessary to reflect the terms herein and in the DIP Term Notes.

Section 4.02

Representations and Warranties of the Purchaser.  Each Purchaser, severally and not jointly, represents and warrants to the Company as of any Closing Date that:

(a)

Such Purchaser understands and acknowledges that any distribution of the DIP Term Notes will not be registered under the Securities Act, and that the DIP Term Notes will only be transferred to it in a transaction that is exempt from the registration requirements of the Securities Act.

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(b)

Such Purchaser understands and acknowledges that the DIP Term Notes cannot be offered or sold except pursuant to an available exemption from registration under the Securities Act, and will be subject to other contractual restrictions on transfer.

(c)

Such Purchaser is an “accredited investor” as defined in Rule 501 under the Securities Act.

(d)

Such Purchaser has sufficient knowledge and experience in financial and business matters so as to be capable of evaluating the merits and risks of its investment in the DIP Term Notes and such Purchaser is capable of bearing the economic risks of such investment, including a complete loss of its investment in the DIP Term Notes.

(e)

Such Purchaser has been furnished with and has carefully read a copy of the exhibits and schedules to this Agreement and the other Transaction Documents (as defined in the DIP Term Credit Agreement) and has been given the opportunity to ask questions of, and receive answers from, the Company concerning the terms and conditions of the DIP Term Notes and other related matters.

(f)

To the extent it receives any DIP Term Notes, such Purchaser will receive such DIP Term Notes for its own account for investment purposes and not with a view to, or for resale in connection with, the distribution thereof, and it has no present intention of distributing any DIP Term Notes, if received, except in accordance with applicable law.

(g)

Such Purchaser understands and acknowledges that the DIP Term Notes will bear the Legend.

ARTICLE V

COVENANTS OF THE COMPANY AND THE GUARANTORS

Section 5.01

Additional Covenants.  The covenants of the Company and the Guarantors set forth in Article V of the DIP Term Credit Agreement are set forth herein mutatis mutandis, taking into account such modifications as are necessary to reflect the terms herein and in the DIP Term Notes.

ARTICLE VI

EVENTS OF DEFAULT

Section 6.01

Events of Default.  The Events of Default set forth in Article VI of the DIP Term Credit Agreement are set forth herein mutatis mutandis, taking into account such modifications as are necessary to reflect the terms herein and in the DIP Term Notes, and will constitute Events of Default hereunder and under each DIP Term Note.

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ARTICLE VII

THE ADMINISTRATIVE AGENT AND REGISTRAR

Section 7.01

The Administrative Agent.  The Administrative Agent shall have the same role, powers and privileges with respect to this Agreement and the DIP Term Notes as set out in the DIP Term Credit Agreement.  Article VII of the DIP Term Credit Agreement (including, without limitation, the provisions of section 7.12 appointing the Administrative Agent as fondé de pouvoir within the meaning of Article 2692 of the Civil Code of Quebec), and all other provisions with respect to the rights and obligations of the Administrative Agent, are set forth herein mutatis mutandis, taking into account such modifications as are necessary to reflect the terms herein and in the DIP Term Notes.

Section 7.02

The Registrar.  The Company shall keep at the corporate offices of the Administrative Agent a register for the recordation of the names and addresses of the holders of the DIP Term Notes and the DIP Term Notes of each holder of DIP Term Notes (the “Register”).  The Administrative Agent is hereby appointed “Registrar” for the purpose of registering the DIP Term Notes.  The Register shall be available for inspection by the Administrative Agent, and a redacted version of the Register showing the entries with respect to any DIP Term Note holder shall be available for inspection by such holder, at any reasonable time and from time to time upon reasonable prior notice.  The Registrar shall record in the Register the DIP Term Notes, and each repayment or prepayment in respect of the principal amount of the DIP Term Notes, and any such recordation shall be co nclusive and binding on the Administrative Agent and each holder of DIP Term Notes, absent manifest error; provided, failure to make any such recordation, or any error in such recordation, shall not affect any of the Purchasers’ commitments or the Company’s obligations in respect of any DIP Term Note.

ARTICLE VIII

SUBSIDIARY GUARANTY

Section 8.01

Subsidiary Guaranty.  The guaranty obligations of the Guarantors and the related provisions set out in Article VIII of the DIP Term Credit Agreement are set forth herein mutatis mutandis, taking into account such modifications as necessary to reflect the terms herein and in the DIP Term Notes.

ARTICLE IX

SECURITY

Section 9.01

The Security.  The security obligations of the Company and the Guarantors and the related provisions set out in Article IX of the DIP Term Credit Agreement are set forth herein mutatis mutandis, taking into account such modifications as necessary to reflect the terms herein and in the DIP Term Notes.

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ARTICLE X

MODIFICATIONS AND WAIVERS

Section 10.01

Modifications and Waivers.  (a)  This Agreement and the DIP Term Notes may be amended, and the observance of any term hereof or of the DIP Term Notes may be waived (either retroactively or prospectively), with (and only with) the written consent of the Required Lenders, and in no event shall the consent of any Purchaser be required to amend or waive any term hereof or of the DIP Term Notes; provided that any such amendment or waiver shall be consistent with any amendments or waivers of the DIP Term Credit Agreement.  Section 10.01 of the DIP Term Credit Agreement is set forth herein mutatis mutandis, taking into account such modifications as necessary to reflect the terms herein and in the DIP Term Notes; provided that no amendment, waiver or consent shall, unless in writing and signed by the Administrative Agent in addition to the Persons required above, a ffect the rights or duties of the Administrative Agent under this Agreement or any other Loan Document.

(b)

Notwithstanding, and in addition to the foregoing, this Agreement and the DIP Term Notes shall be amended upon the instruction of the Required Lenders, without the consent of the Purchasers or the Company, if the Required Lenders determine, in their sole discretion, that such amendment is advisable to effectuate the purposes of Section 11.15 hereof.  Any amendment executed by the Company pursuant to this Section shall become effective and binding on all parties hereto upon the delivery by the Company of a written certificate containing a statement that the Required Lenders have made a determination that an amendment pursuant to this Section 10.01(b) is advisable, and attaching such instruction of the Required Lenders, signed in the name of the Company by any Officer (solely in his or her capacity as such), and delivered to the Administrative Agent.< /P>

(c)

For the avoidance of doubt, any amendment of the DIP Term Credit Agreement will be reflected in the DIP Term Note Purchase Agreement by amendment hereto.

Section 10.02

Binding Effect, Etc.  Any amendment or waiver consented to as provided in this Article applies equally to all holders of DIP Term Notes and is binding upon them and upon each future holder of any DIP Term Note and upon the Company without regard to whether such DIP Term Note has been marked to indicate such amendment or waiver.  No course of dealing between the Company and the holder of any DIP Term Note nor any delay in exercising any rights hereunder or under any DIP Term Note shall operate as a waiver of any rights of any holder of such DIP Term Note.

Section 10.03

Notes Held by Company, Etc.  Solely for the purpose of determining whether the holders of the requisite percentage of the aggregate principal amount of DIP Term Notes then outstanding approved or consented to any amendment, waiver or consent to be given under this Agreement or the DIP Term Notes, or have directed the taking of any action provided herein or in the DIP Term Notes to be taken at the direction of or in the manner agreed to by the holders of a specified percentage of the aggregate principal amount of DIP Term Notes then outstanding, DIP Term Notes directly or indirectly owned by the Company or any of its Affiliates shall be deemed not to be outstanding.

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Section 10.04

Unequivocal Right to Credit Bid.  Notwithstanding anything contained herein or in any Loan Document to the contrary, for purposes of satisfying any payment of obligations of the Company or any Guarantor hereunder or under any Loan Documents, the  satisfaction of such payment may be consummated by way of a Credit Bid at the direction of or in the manner agreed to by the Required Lenders.

ARTICLE XI

MISCELLANEOUS

Section 11.01

Notices, Etc.  (a)  All notices and other communications provided for hereunder shall be in writing (including telegraphic, telecopy or electronic communication) and mailed, telegraphed, telecopied, emailed or delivered, if to the Company or any Guarantor, at the Company’s address at 4164 Half Acre Road, Batavia Ohio 45103, Attention:  chief financial officer, as well as to (i) the attention of the general counsel of the Company at the Company’s address, fax number (513) 536-3511, and (ii) Dinsmore & Shohl, LLP, counsel to the Company and the Guarantors, at its address at 255 East Fifth Street, Cincinnati, Ohio 45202 Attention:  Kim Martin Lewis, fax number (513) 977-8141; if to any Purchaser, to the address and contact details specified opposite its name on Schedule I; if to the Administrative Agent, at its address at 130 Turner Street, Bu ilding 3, Suite 600, Waltham MA 02453, Attention:  David L. Goolgasian (email:  dgoolgasian@ddjcap.com; eduggan@ddjcap.com), as well as to Shearman & Sterling LLP, counsel to the Administrative Agent, at its address at 599 Lexington Avenue, New York, New York 10022, Attention: Michael Baker (email: mbaker@shearman.com) and Michael Torkin (email: mtorkin@shearman.com); or, as to the Company, any Guarantor or the Administrative Agent, at such other address as shall be designated by such party in a written notice to the other parties.  All such notices and communications shall, when mailed, telegraphed or telecopied, be effective three Business Days after being deposited in the U.S. mails, first class postage prepaid, delivered to the telegraph company or confirmed as received when sent by telecopier, respectively, except that notices and communications to the Administrative Agent pursuant to Article II, III or VII of the DIP Term Credit Agreement shall not be e ffective until received by the Administrative Agent.  Delivery by telecopier of an executed counterpart of any amendment or waiver of any provision of this Agreement or the DIP Term Notes or of any Schedule or Exhibit hereto to be executed and delivered hereunder shall be effective as delivery of a manually executed counterpart thereof.

(b)

The obligation of the Company to provide information set forth in Section 10.02(b) of the DIP Term Credit Agreement is set forth herein mutatis mutandis, taking into account such modifications as necessary to reflect the terms herein and in the DIP Term Notes.

(c)

Each Purchaser agrees to notify the Company in writing (including by electronic communication) from time to time of such Purchaser’s e-mail address to which the foregoing notice may be sent by electronic transmission and (ii) that the foregoing notice may be sent to such e-mail address.  Nothing herein shall prejudice the right of any Purchaser to give any notice or other communication pursuant to this Note Purchase Agreement and the DIP Term Notes and any Loan Document in any other manner specified in such Loan Document.

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Section 11.02

No Waiver; Remedies.  No failure on the part of any Purchaser or the Administrative Agent to exercise, and no delay in exercising, any right hereunder or under any DIP Term Note shall operate as a waiver thereof; nor shall any single or partial exercise of any such right preclude any other or further exercise thereof or the exercise of any other right.  The remedies herein provided are cumulative and not exclusive of any remedies provided by law.

Section 11.03

Costs, Fees and Expenses.  

(a)

The obligations of the Company set forth Section 10.04 of the DIP Term Credit Agreement are set forth herein mutatis mutandis, taking into account such modifications as are necessary to reflect the terms herein and in the DIP Term Notes; provided, however, that the Company shall have no obligation hereunder (or under any other Loan Document) to pay all or any portion of the Participation Costs.

(b)

At the initial Closing hereunder, each Purchaser shall pay to the Company such Purchaser’s ratable portion (in accordance with such Purchaser’s NPA Commitment) of the Participation Costs.

Section 11.04

Right of Set-off.  The rights of the Lenders set forth in Section 10.05 of the DIP Term Credit Agreement are set forth herein mutatis mutandis in respect of the Purchasers, and taking into account such modifications as are necessary to reflect the terms herein and in the DIP Term Notes.

Section 11.05

Binding Effect.  This Agreement shall become effective when it shall have been executed by the Company, the Guarantors, the Administrative Agent, and the Purchasers and thereafter shall be binding upon and inure to the benefit of the Company, the Guarantors, the Administrative Agent and each Purchaser and their respective successors and assigns, except that the Company shall not have the right to assign its rights hereunder or any interest herein without the prior written consent of each Purchaser.

Section 11.06

Severability.  If any term or other provision of this Agreement is invalid, illegal or incapable of being enforced by any rule or Law, or public policy, all other conditions and provisions of this Agreement shall nevertheless remain in full force and effect so long as the economic or legal substance of the transactions contemplated hereby is not affected in any manner materially adverse to any party.  Upon such determination that any term or other provision is invalid, illegal or incapable of being enforced, the parties hereto shall negotiate in good faith to modify this Agreement so as to effect the original intent of the parties as closely as possible in an acceptable manner to the end that transactions contemplated hereby are fulfilled to the extent possible.

Section 11.07

Successors and Assigns.  (a) The rights and obligations of the Lenders set forth in Section 10.07 of the DIP Term Credit Agreement are set forth herein mutatis mutandis in respect of the Purchasers and as limited by Section 2.25, taking into account such modifications as are necessary to reflect the terms herein and in the DIP Term Notes and the provisions of Section 11.07(b) hereto.

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(b) Notwithstanding anything to the contrary herein, the text of Section 10.07(m) of the DIP Term Credit Agreement being set forth herein shall be modified and replaced by the following in this Note Purchase Agreement:

(m) If the Catch-Up shall not have occurred within 5 days prior to the date on which the Credit Bid is expected to occur, then as of such date the Company shall make an Issuance of, and each Purchaser shall be entitled to Purchase, additional DIP Term Notes from the Company in an aggregate principal amount such that after giving effect to such Issuance and Purchase, the Catch-Up will have occurred (the “Final DIP Term Notes Catch-Up Amount”), and the Company shall issue additional DIP Term Notes in the Final DIP Term Notes Catch-Up Amount (the “Final DIP Term Notes”) to such Purchaser in accordance with Section 2.02 hereof (unless such Purchaser waives the right to receive such additional DIP Term Notes in accordance with the notice provisions in Section 11.01 hereunder).  All proceeds received therefor by the Company in connection with such Issuance and Purc hase of Final DIP Term Notes shall be remitted by the Company to the Initial Lenders and, in accordance with Section 10.07 of the DIP Term Credit Agreement, a corresponding portion of the Advances owing to the Initial Lenders shall be cancelled; it being understood and agreed that the intentions of the parties reflected in the procedures set forth in this part (b) may be effectuated by any other means mutually agreed by the Company, the Initial Lenders and the Purchasers.

Section 11.08

Execution in Counterparts.  This Agreement may be executed in any number of counterparts and by different parties hereto in separate counterparts, each of which when so executed shall be deemed to be an original and all of which when taken together shall constitute one and the same agreement.  Delivery of an executed counterpart of a signature page to this Agreement by telecopier shall be effective as delivery of a manually executed counterpart of this Agreement.

Section 11.09

Confidentiality.  The confidentiality provisions set forth in Section 10.09 of the DIP Term Credit Agreement are set forth herein mutatis mutandis, taking into account such modifications as necessary to reflect the terms herein and in the DIP Term Notes.

Section 11.10

Patriot Act Notice.  Each Purchaser and the Administrative Agent (for itself and not on behalf of any Purchaser) hereby notifies the Company and the Guarantors that pursuant to the requirements of the Patriot Act, it is required to obtain, verify and record information that identifies the Company or any of the Guarantors, which information includes their name and address and other information that will allow such Purchaser or the Administrative Agent, as applicable, to identify the Company and the Guarantors in accordance with the Patriot Act.  The Company shall, and shall cause each of its Subsidiaries to, provide to the extent commercially reasonable, such information and take such actions as are reasonably requested by the Administrative Agent or any Purchaser in order to assist the Administrative Agent and the Purchaser in maintaining compliance with the Patriot Act.

Section 11.11

Jurisdiction, Etc.  (a)  Each of the parties hereto hereby irrevocably and unconditionally submits, for itself and its property, to the nonexclusive jurisdiction of any New York State court or federal court of the United States of America sitting in New York City,

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and any appellate court from any thereof, in any action or proceeding arising out of or relating to this Agreement or any of the DIP Term Notes, or for recognition or enforcement of any judgment, and each of the parties hereto hereby irrevocably and unconditionally agrees that all claims in respect of any such action or proceeding may be heard and determined in any such New York State court or, to the extent permitted by law, in such federal court.  Each of the parties hereto agrees that a final judgment in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law.  Nothing in this Agreement shall affect any right that any party may otherwise have to bring any action or proceeding relating to this Agreement or any of the DIP Term Notes in the courts of any jurisdiction.

(b)

Each of the parties hereto irrevocably and unconditionally waives, to the fullest extent it may legally and effectively do so, any objection that it may now or hereafter have to the laying of venue of any suit, action or proceeding arising out of or relating to this Agreement or any of the DIP Term Notes or the actions of the Administrative Agent in the negotiation, administration, performance or enforcement thereof in any New York State or federal court.  Each of the parties hereto hereby irrevocably waives, to the fullest extent permitted by law, the defense of an inconvenient forum to the maintenance of such action or proceeding in any such court.

Section 11.12

Governing Law.  This Agreement and the DIP Term Notes shall be governed by, and construed in accordance with, the laws of the State of New York and, to the extent applicable, the Bankruptcy Codes.

Section 11.13

Waiver of Jury Trial.  Each of the Guarantors, the Company, the Administrative Agent and the Purchasers irrevocably waives all right to trial by jury in any action, proceeding or counterclaim (whether based on contract, tort or otherwise) arising out of or relating to any of this Agreement, the DIP Term Notes or the actions of the Administrative Agent in the negotiation, administration, performance or enforcement thereof.

Section 11.14

DIP Intercreditor Agreement and other Agreements.  Each of the Purchasers acknowledges that it has received and reviewed a copy of the DIP Intercreditor Agreement and hereby agrees to be bound by the terms thereof.  Each Purchaser hereby agrees that the Administrative Agent may take such actions on behalf of all the Lenders and Purchasers as is contemplated by the terms of the DIP Intercreditor Agreement.  In the event of any conflict between the terms of the DIP Intercreditor Agreement and the Collateral Documents, the terms of the DIP Intercreditor Agreement shall govern and control except as expressly set forth in the DIP Intercreditor Agreement.  Each of the Purchasers acknowledges that it has received and reviewed a copy of the DIP Term Credit Agreement and each other Loan Document.

Section 11.15

Catch-All Provision, Principles of Interpretation.

(a) Catch-All Provision.  In recognition of the intention of the parties hereto to permit the Purchasers to participate in the DIP Term Loan Facility on the same terms as the Lenders in every respect, with the only intended distinction being the moniker for the investment being “DIP Term Notes” instead of “Advances”, any covenant, obligation, representation, right or provision of any of the Company, the Guarantors, the Administrative Agent or a Lender set

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forth in the DIP Term Credit Agreement or any of its ancillary or related documents and not inconsistent with any of the foregoing and not otherwise set forth herein or in the DIP Term Note shall apply to the Company, the Guarantors, the Administrative Agent and the Purchasers mutatis mutandis, taking into account such modifications as necessary to reflect the terms herein and in the DIP Term Notes.

(b) Certain Principles of Interpretation.  Inasmuch as provisions of the DIP Term Credit Agreement are set forth herein mutatis mutandis, it shall be understood that references to “Lenders” in the DIP Term Credit Agreement shall correspond to “Purchasers” hereunder, and that “Advances” in the DIP Term Credit Agreement shall correspond to “DIP Term Notes” when used as a noun and to “Issuances” when used as an action, hereunder.  When determining what portion of Advances have taken any action or position, including without limitation, voting, consenting or waiving, DIP Term Notes shall be considered Advances and Advances shall be considered DIP Term Notes (i.e., the Advances and DIP Term Notes shall be treated as if they are in a single class for such purposes).

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IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed by their respective officers thereunto duly authorized, as of the date first above written.

MILACRON INC., a debtor and a

debtor-in-possession, as Borrower

By:

/s/David E. Lawrence                           
Title:  President and Chief Executive Officer

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MILACRON PLASTICS

TECHNOLOGIES GROUP INC.

As a debtor and a debtor-in-possession, and as a

Guarantor

By:

/s/David E. Lawrence                           
Title:  President

D-M-E COMPANY.

As a debtor and a debtor-in-possession, and as a

Guarantor

By:

/s/David E. Lawrence                           
Title:  President

CIMCOOL INDUSTRIAL PRODUCTS INC.

As a debtor and a debtor-in-possession, and as a

Guarantor

By:

/s/David E. Lawrence                           
Title:  President

MILACRON MARKETING COMPANY.

As a debtor and a debtor-in-possession, and as a

Guarantor

By:

/s/David E. Lawrence                           
Title:  President

MILACRON CANADA LTD.

As a Guarantor and as debtor and a debtor-in-possession

By:

/s/David E. Lawrence                           
Title:  Director and Authorized Person

As a Guarantor and as debtor and a debtor-in-possession

By:

/s/David E. Lawrence                           
Title:  Power of Attorney

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Exhibit A

FORM OF NOTE

THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR THE SECURITIES LAWS OF ANY STATE AND MAY NOT BE SOLD OR OTHERWISE DISPOSED OF EXCEPT PURSUANT TO (1) AN APPLICABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF SUCH ACT AND SUCH LAWS AND (2) IF THE COMPANY SO REQUIRES, AN OPINION OF COUNSEL OR OTHER EVIDENCE SATISFACTORY TO IT AS TO THE COMPLIANCE WITH THE RESTRICTIONS SET FORTH IN THIS LEGEND.  IN ADDITION, THIS DIP TERM NOTE MAY ONLY BE TRANSFERRED IN ACCORDANCE WITH THE TERMS OF THE DIP TERM NOTE PURCHASE AGREEMENT.

THE LIENS AND SECURITY INTERESTS GRANTED TO SECURE THE OBLIGATIONS UNDER THIS NOTE ARE SUBJECT TO THE PROVISIONS OF THE DIP INTERCREDITOR AGREEMENT (AS DEFINED IN THE DIP TERM NOTE PURCHASE AGREEMENT).  IN THE EVENT OF ANY CONFLICT BETWEEN THE TERMS OF THE DIP INTERCREDITOR AGREEMENT AND THIS NOTE, THE TERMS OF THE DIP INTERCREDITOR AGREEMENT SHALL GOVERN.

MILACRON INC.

[●]% DIP TERM NOTE

No.

[●], 2009
$[●]

Maturity:  the Maturity Date (as defined in the DIP Term Note Purchase Agreement, unless earlier prepaid in accordance with the DIP Term Note Purchase Agreement.

FOR VALUE RECEIVED, MILACRON INC., a corporation organized and existing under the laws of the State of Delaware and a debtor and debtor-in-possession in a case pending under chapter 11 of the Bankruptcy Code, (the “Company”), hereby promises in accordance with the provisions of this DIP Term Note (this “DIP Term Note”) to pay on the maturity date set forth above to the order of [●], or its registered assigns (the “Payee”), the principal amount of $[●] ([●]) and to pay interest thereon from [insert Closing Date] or from the most recent Interest Payment Date to which interest has been paid or duly provided for, monthly in arrears on [the first Business Day of each month for so long as the DIP Term Note remains a Base Rate Note][the last Business Day of each month for so long as the DIP Term Note remains a Euro dollar Note], at the rate per annum determined in accordance with the DIP Term Note Purchase Agreement until the principal hereof is paid or made available to the Administrative Agent for payment (each such date, an “Interest Payment Date”).

NYDOCS01/1200447.18

This DIP Term Note is issued as part of a series of substantially identical DIP Term Notes (collectively, the “DIP Term Notes”) to be issued pursuant to the terms of that certain Senior Secured Superpriority Priming Debtor-In-Possession Note Purchase Agreement, dated as of April 29, 2009 (as the same may from time to time be amended, modified, supplemented or restated, the “DIP Term Note Purchase Agreement”), among the Company, the Guarantors, the Purchasers and the Administrative Agent and Registrar.  Capitalized terms used herein and not otherwise defined herein shall have the respective meanings given to them in the DIP Term Note Purchase Agreement.

The obligations of the Company, as evidenced by this DIP Term Note, are secured by the collateral identified and described as security therefor in that certain Secured Superpriority Priming Debtor-In-Possession Credit Agreement dated March 11, 2009 (as the same may from time to time be further amended, modified, supplemented or restated, the “DIP Term Credit Agreement”).  The DIP Term Notes are also guaranteed by certain subsidiaries of the Company (the “Guarantors”), which guarantees are governed by the DIP Term Credit Agreement.

The obligations of the Company and the Guarantors hereunder, including the obligation to pay interest, principal, increased costs and additional fees, are as further set forth in the DIP Term Note Purchase Agreement.  This DIP Term Note is subject to partial or complete prepayment in accordance with the terms of the DIP Term Note Purchase Agreement.

Unequivocal Right to Credit Bid.  Notwithstanding anything contained herein or in any Loan Document to the contrary, for purposes of satisfying any payment of obligations of the Company or any Guarantor hereunder or under any Loan Documents, the  satisfaction of such payment may be consummated by way of a Credit Bid at the direction of or in the manner agreed to by the Required Lenders.

Transfers.  The Registrar shall maintain a register for recording the ownership and the transfer of the DIP Term Notes in accordance with the terms of the DIP Term Note Purchase Agreement.  Upon surrender of this DIP Term Notes to the Registrar with a request to register the transfer of such DIP Term Notes, the Registrar shall register the transfer as requested; provided, however, that the Notes surrendered for transfer or exchange (i) comply with the requirements set forth in Section 11.07 of the DIP Term Note Purchase Agreement regarding assignment of the obligation of the Purchaser hereunder to such transferee; and (ii) are being transferred or exchanged pursuant to an exemption from registration under the Securities Act.  The transferee shall provide (i) a certification that such DIP Term Note is being transferred to either (A) an “ accredited investor” (pursuant to Rule 501 of Regulation D under the Securities Act) that was not formed for the specific purpose of acquiring the DIP Term Notes or (B) a “qualified institutional buyer” (as defined in Rule 144A under the Securities Act) and (ii) if the Company so requires, an opinion of counsel or other evidence satisfactory to it as to the compliance with the foregoing restrictions and the restrictions set forth in the Legend.

Replacement.  If any mutilated DIP Term Note is surrendered to the Registrar or the Company and the Registrar receives evidence to its satisfaction of the destruction, loss or theft of any DIP Term Note, the Company may issue a replacement DIP Term Note.  If required by the Registrar or the Company, an indemnity bond must be supplied by the holder of the DIP Term Note that is sufficient in the judgment of the Registrar and the Company to protect the Company

NYDOCS01/1200447.18

and the Registrar from any loss that any of them may suffer if a DIP Term Note is replaced.  The Company may charge for its expenses in replacing a DIP Term Note. In case any such mutilated, destroyed, lost or stolen DIP Term Note has become or is about to become due and payable, the Company in its discretion may, instead of issuing a new DIP Term Note, pay or purchase such DIP Term Note, as the case may be.  Every replacement DIP Term Note is an additional obligation of the Company and shall be entitled to all of the benefits of the DIP Term Note Purchase Agreement equally and proportionately with all other DIP Term Notes duly issued hereunder.

Waiver of Presentation.  The Company hereby waives presentation for payment, demand, notice of nonpayment and notice of protest with respect to this DIP Term Note.

Cancellation.  After all principal and accrued interest at any time owed on the DIP Term Note has been paid in full, this DIP Term Note shall be surrendered to the Company for cancellation and shall not be reissued.

Form of Payments.  The Company shall make each payment hereunder, irrespective of any right of counterclaim or set-off (except as otherwise provided in Section 2.15 of the DIP Term Credit Agreement as if such provision applied to the Purchasers instead of the Lenders), 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 its guarantee of the Company’s obligations hereunder, 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 to the Purchasers in a manner consistent with Section 2.11 of the DIP Term Credit Agreement or as otherwise instructed in writing by the Purchasers.

Notices.  All notices, demands or other communications to be given or delivered under or by reason of the provisions of this DIP Term Note shall be in accordance with Section 11.01 of the DIP Term Note Purchase Agreement, or to such other address or to the attention of such other person as the recipient party has specified by prior written notice to the sending party.

Governing Law.  All issues and questions concerning the construction, validity, enforcement and interpretation of this DIP Term Note shall be governed by, and construed in accordance with, the laws of the State of New York and, to the extent applicable, the Bankruptcy Codes.

IN WITNESS WHEREOF, the Company has executed and delivered this DIP Term Note on ____________________, 2009.

MILACRON INC.

By

Its

NYDOCS01/1200447.18

Exhibit B

FORM OF NOTICE OF ISSUANCE

DDJ Capital Management, LLC
130 Turner Street

Building 3, Suite 600

Waltham MA 02453

[Date]

JPMorgan US High Yield Bond Mother Fund

JP Morgan High Yield US Dollar Mother Fund

8044 Montgomery Road – Ste 555

Cincinnati, OH 45236

Attn: Cory Pollack

Email: cory.l.pollock@jpmorgan.com

Ladies and Gentlemen:

The undersigned hereby refers to the Notice of Borrowing dated as of [__], 2009 delivered by Milacron Inc., a Delaware corporation (the “Company”) to the undersigned (a copy of which the Company delivered to you) and pursuant to Section 2.02(a)(ii) of the Senior Secured Superpriority Debtor-In-Possession Note Purchase Agreement dated as of April 29, 2009 (as amended and restated, supplemented or otherwise modified from time to time, the “DIP Term Note Purchase Agreement”; the terms defined in the DIP Term Note Purchase Agreement being used herein as therein defined), among the Company, the Guarantors party thereto, the undersigned and the Purchasers party thereto, we hereby notify you that:

The Business Day of the Closing of the Issuance in connection with the Proposed Borrowing (as defined in the Notice of Borrowing) is __________, 2009.

The DIP Term Notes comprising the Issuance are [Base Rate DIP Term Notes] [Eurodollar Rate DIP Term Note].

The aggregate amount of the Issuance is $__________, allocated as follows among the Purchasers in accordance with their respective NPA Commitments and Commitment Percentage or Catch-Up Percentage, as the case may be.

Purchaser Name/Address Principal Amount of Notes Purchase Price

NYDOCS01/1200447.18

Delivery of an executed counterpart of this Notice of Issuance by facsimile or electronic mail shall be effective as delivery of an original executed counterpart of this Notice of Issuance.

Very truly yours,

DDJ Capital Management, LLC, as administrative agent and registrar

By

______________________________
Title:

NYDOCS01/1200447.18

Exhibit C

DIP TERM CREDIT AGREEMENT

See Annex A to Exhibit 10.1.

NYDOCS01/1200447.18

EX-10

Exhibit 10.5

DATED       May 14, 2009
LLOYDS TSB BANK PLC, NETHERLANDS BRANCH AND BELGIUM BRANCH	(1)
LLOYDS TSB COMMERCIAL FINANCE LIMITED,	(2)
CIMCOOL EUROPE B.V.	(3)
CIMCOOL INDUSTRIAL PRODUCTS B.V.	(4)
D-M-E EUROPE CVBA	(5)
FERROMATIK MILACRON MASCHINENBAU GMBH	(6)
MILACRON KUNSTSTOFFMASCHINEN EUROPA GMBH	(7)
MILACRON B.V	(8)
and
MILACRON NEDERLAND B.V	(9)

VARIATION AGREEMENT TO AN ASSET BASED FINANCE AGREEMENT DATED 12 MARCH 2008 made between the parties hereto ("Agreement")

Hammonds LLP

7 Devonshire Square  London  EC2M 4YH  DX 136546 Bishopsgate 2

Telephone +44 (0)20 7655 1000  Fax +44 (0)20 7655 1001

Website  www.hammonds.com

Reference MED/LLO.200-0141

CONTENTS

1

CONDITION PRECEDENT

3

2

INTERPRETATION

3

3

VARIATIONS

3

4

VARIATIONS TO ALL DOCUMENTS

6

5

NOTICES

7

6

STATUS OF AGREEMENT

10

7

COUNTERPARTS

10

8

EXPENSES

10

9

GOVERNING LAW AND JURISDICTION

11

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DATE OF ASSET BASED FINANCE AGREEMENT		2009
PARTIES
(1)	LLOYDS TSB BANK PLC, a public limited company incorporated under the law of England and Wales (Company Number 00002065) acting through its branch offices at Staten Bolwerk 1, 2011 MK Haarlem, The Netherlands, which branch office is registered with the Trade Register of the Chamber of Commerce (Kamer van Koophandel) under number 33185396 ("Lloyds TSB Netherlands Branch") and at 2 avenue de Tervueren, B-1040 Brussels registered under RPM no. BE0448315291 ("Lloyds TSB Belgium Branch" and together with Lloyds TSB Netherlands Branch, "Lloyds TSB");
(2)	LLOYDS TSB COMMERCIAL FINANCE LIMITED, a private limited company incorporated under the law of England and Wales (Company Number  00733011), with its registered offices at Boston House, Little Green, Richmond, Surrey TW9 1QE ("Lloyds TSB CF" and together with Lloyds TSB, the "Lenders")
(3)	CIMCOOL EUROPE B.V., a private limited liability company (besloten vennootschap met beperkte aansprakelijkheid) organised under the law of the Netherlands, whose registered seat (statutaire zetel) is Vlaardingen, the Netherlands, registered with the Chamber of Commerce of Rotterdam under number 24174756 and having its office address at Schiedamsedijk 20, 3134 KK, Vlaardingen, the Netherlands ("Cimcool Europe");
(4)	CIMCOOL INDUSTRIAL PRODUCTS B.V., a private limited liability company (besloten vennootschap met beperkte aansprakelijkheid) organised under the law of the Netherlands, whose corporate seat is at Vlaardingen, registered with the Chamber of Commerce under number  24212814and having its office address at Schiedamsedijk 20, 3134 KK, Vlaardingen, the Netherlands ("Cimcool Industrial");
(5)	D-M-E EUROPE CVBA, a company organised and existing under the law of Belgium, having its registered office at Industriepark Noord, Oude Baan 1, 2800 Mechelen and recorded with the register of legal entities under enterprise number 0456.932.455 ("D-M-E");
(6)	FERROMATIK MILACRON MASCHINENBAU GMBH, a German company registered in the commercial register of the Local Court Freiburg im Bresgau under HR B 260880, having its business seat at Riegeler Straße 4, D-79364 Malterdingen ("Ferromatik");
(7)	MILACRON KUNSTSTOFFMASCHINEN EUROPA GMBH, a German company registered in the commercial register of the Local Court Freiburg im Bresgau under HR B 260914, having its business seat at Riegeler Straße 4, D-79364 Malterdingen ("MKE");
(8)	MILACRON B.V. a private limited company (besloten vennootschap met beperkte aansprakelijkheid) organised under the law of the Netherlands, having its corporate seat in Vlaardingen, registered with the Chamber of Commerce under number 24209768 and having its office address at Schiedamsedijk 20, 3134 KK, Vlaardingen, the Netherlands; and
(9)	MILACRON NEDERLAND B.V. a private limited company (besloten vennootschap met beperkte aansprakelijkheid) organised under the law of the Netherlands, having its corporate seat in Vlaardingen, registered with the Chamber of Commerceunder number 24280521 and having its office address at Schiedamsedijk 20, 3134 KK, Vlaardingen, the Netherlands.

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2009 Deed of Variation (v13-0 0044316403)

INTRODUCTION

A

This Agreement is supplemental to and varies the terms of an Asset Based Finance Agreement dated 12 March 2008 and made between the parties hereto as the same may be novated, varied, replaced or added to from time to time (the "Finance Agreement").

B

Certain affiliated entities of the Clients, incorporated in the United States of America (“U.S.A.”), Canada and the Netherlands have made certain Chapter 11 filing in accordance with local legislation in the U.S.A. In addition, the Clients breached certain financial covenants as per Schedule 2 of the Finance Agreement (each a “Financial Covenant”). The Clients have requested that the Lenders do not treat the making of such filings as a Termination Event for the time being.

C

From the date of this Agreement, the sum of one million two hundred and fifty one thousand Euro (€1,251,000) (the “Escrow Amount”) will be held in escrow by DLA Piper UK LLP in accordance with the terms of an escrow letter, dated on or about the date hereof and setting out the instructions of Milacron BV and Lloyds TSB CF to DLA Piper UK LLP in this regard (the “Escrow Letter”).  This amount comprises four instalments of two hundred and seventy nine thousand Euro (€279,000), three of which have already been deducted as a reserve against Cimcool Europe’s available collateral, and the first monthly instalment of one hundred and thirty five thousand Euro (€135,000) payable on 30 April 2009 pursuant to Clause 2.2 of the Finance Agreement (the “Outstanding Property Payments”).

D

DLA Piper UK LLP are irrevocably instructed by the Clients and the Lenders to pay the Escrow Amount to Lloyds TSB CF, without deduction, set off, or withholding, to be applied to the Facilities at the absolute discretion of Lloyds TSB CF, as more particularly set out in the Escrow Letter as soon as is reasonably practicable following the expiry of 30 days from the 22 April 2009 (the "Escrow Period").  

E

Whilst reserving its rights pursuant to the Financing Documents, it is the intention of Lloyds TSB CF once the Escrow Letter has been entered into by all parties thereto and DLA Piper UK LLP have received the Escrow Amount and have confirmed that it is being held in accordance with the terms of the Escrow Letter:

(i)

to remove the reserve currently held against the available collateral of Cimcool Europe in respect of the amounts due but not paid under the Property Facility Agreement totalling eight hundred and thirty seven thousand Euro (€837,000) and the Termination Fee not paid of two hundred and seventy thousand Euro (€270,000, together improving working capital headroom by one million one hundred and seven thousand Euro (€1,107,000);

(ii)

not to make any such reserve against the available collateral of Cimcool Europe in connection with the payment of two hundred and seventy thousand Euro (€270,000) that fell due under the Property Facility on 31 March 2009, improving working capital headroom by this amount;

(iii)

to extend the Funding period for Cimcool Europe’s French and Italian receivables from 120 days to 150 days from the date of invoice, allowing additional headroom estimated at three hundred thousand Euro (€300,000);

(iv)

to allow increase in the Advance Rate to 90% in respect of Cimcool

2

2009 Deed of Variation (v13-0 0044316403)

Europe and Cimcool Industrial Products and to 85% in respect of D-M-E for an initial period to 31 July 2009;

(v)

not to exercise its rights pursuant to the occurrence of the Termination Events referred to in B above for an initial period to 31 July 2009, provided that the Clients adhere at all times to the terms of the Agreement; and

(vi)

not to exercise its rights in relation to the non-payment of the Outstanding Property Payments during the Escrow Period, save where the Lenders are taking wider enforcement action or enforcing all or any part of their security.

F.

The parties hereto wish to record their agreement on various issues relating to the variation to the terms of the Finance Agreement and certain Financing Documents, following the occurrence of the Termination Events.

IT IS HEREWITH AGREED THAT:

1

CONDITION PRECEDENT

The terms set out in this Agreement are subject to Escrow Amount being received and held by DLA Piper UK LLP in accordance with the terms of the Escrow Letter and confirming the same to the Lenders.

2

INTERPRETATION

2.1

In this Agreement, capitalised terms (unless otherwise defined) shall have the meanings given to them in the Finance Agreement.

2.2

References to clauses, paragraphs and schedules are to be construed, unless otherwise stated, as references to clauses, paragraphs and schedules of this Agreement and references to this Agreement include its schedules.

2.3

Headings are inserted for ease of reference only and shall be ignored in the construction of this Agreement.

2.4

Words denoting the singular shall include the plural and vice versa.

2.5

All words and expressions defined in the Finance Agreement shall bear the same meanings where used in this Agreement unless the context otherwise requires.

2.6

The Introduction shall form a part of this Agreement.

3

VARIATIONS

3.1

With immediate effect upon the execution and delivery of this Agreement (save where expressly stated to the contrary), the Finance Agreement shall be deemed to be amended as follows:

3.2

With effect from 1 April 2009, Clause 2.1 of the Finance Agreement shall be deemed deleted and replaced with the following expression:

“The maximum aggregate amount to be made available to the Clients pursuant to the

3

2009 Deed of Variation (v13-0 0044316403)

Facilities (the "Facility Amount") shall be fourteen million seven hundred and sixty nine thousand euros (€14,769,000) at any time outstanding on a revolving basis.”

3.3

With effect from 1 April 2009, Clause 2.2 of the Finance Agreement shall be deemed deleted and replaced with the following expression:

“The Property Facility Limit shall be an amount of eight million and sixty nine thousand euros (€8,069,000) and shall thereafter reduce in 59 equal monthly amounts of one hundred and thirty five thousand Euro (€135,000) with the first such payment to be made on 30 April 2009 followed by a single final payment of one hundred and four thousand Euro (€104,000).  The Facility Amount shall decrease monthly by an equal amount to such reduction of the Property Facility Limit, save where expressly varied by agreement between the parties.”

3.4

With effect from 1 April 2009, Clause 2.4 of the Finance Agreement shall be deemed deleted and replaced with the following expression:

“All of the Facilities must be finally repaid on 30 April 2014 (the “Final Repayment Date”) or the immediately next following Working Day.”

3.5

Clause 2 of Schedule 1 of the Finance Agreement shall be deemed deleted and replaced with the expression:

“This Clause is intentionally left blank.”.

3.6

Clause 6.1 of the Finance Agreement shall be deemed deleted and replaced with the following expression:

“It is the Clients' intention that, MKE and Ferromatik will merge their businesses into a single undertaking.  Notwithstanding the provisions of any of the Financing Documents, the Lenders agree to such merger, subject to the Lenders’ sight of and satisfaction with the terms of such merger and/or acquisition and the Clients agree to consult with the Lenders as soon as reasonably practicable prior to such merger to ensure that, so far as possible, the Lenders' rights under the Facilities are not and will not be materially prejudiced by such merger.”

3.7

The Clients hereby expressly acknowledge the Lenders' right to apply the Property Facility Repayment in diminution of the sums outstanding under the Property Facility, such diminution being applied to give effect to the reduction of the Facility Amount in accordance with Clause 3.2 of this Agreement and the reduction of the Property Facility Limit in accordance with Clause 3.3 of this Agreement.

3.8

Provided always that the indebtedness under the Property Facility is within the revised Property Facility Limit upon the date of this Agreement (following the application of the Property Facility Repayment in accordance with Clause 3.7 above), Clause 1.5 of the Schedule 2 of the Finance Agreement shall be deemed deleted and replaced with the expression:

"This Clause is intentionally left blank".

3.9

Clauses 1.6 and 1.7 of Schedule 2 of the Finance Agreement shall each be deemed to be deleted and replaced with the following:

“1.6

None of the Clients and/or the Guarantors shall repatriate any funds to the

4

2009 Deed of Variation (v13-0 0044316403)

Clients' affiliated entities in the United States without the prior written consent of the Lenders.”

3.10

Clause 2.1 of Schedule 2 of the Finance Agreement shall be deemed deleted and replaced with the following:

“So long as the Facilities (or any part of them) remain outstanding, Milacron B.V. shall procure that the ratio of EBITDA to Total Fixed Charges in respect of the European Group is maintained for each Review Period at a minimum of 1:1, save that notwithstanding any other term of any Financing Document, the Lenders hereby agree with Milacron B.V. that a breach of this Clause 2.1 during the period between the start of the third quarter 2008 and the end of the third quarter 2009 shall not constitute a Termination Event.  There shall be deemed to be no Test Date between 1 April 2009 and the end of the fourth quarter of 2009, with the next such Test Date being deemed to be the first Working Day of 2010.”

3.11

The following shall be deemed to be added as a new Clause 2.4 of Schedule 2 of the Finance Agreement:

“2.4

Capital Expenditure

Aggregate Capital Expenditure of the Clients and/or the Guarantors in any financial year shall not exceed 125% of the total agreed budget as shown in the document entitled “Lloyds Discussion Materials” that was prepared on behalf of the Clients and the Guarantors by Messrs Rothschild and dated 4 March 2009 and submitted to the Lenders on 25 February 2009 (the “Reference Budget”) without the Lenders’ prior written consent.  For the avoidance of doubt, any unutilised proportion of such permitted annual Capital Expenditure may not be carried over to a subsequent financial year without the prior written consent of the Agent.  A breach of this covenant shall not be treated as a Termination Event if an associated undertaking of the Clients and/or the Guarantors, at their discretion, shall pay to the Lenders (or any of them ) an amount equal to the excess following the calculation, within 5 Working Days of the Lenders notifying the breach of covenant.  The Lenders shall apply such sums to the Facilities in their discretion;”

3.12

The following shall be deemed to be added as a new Clause 2.5 of Schedule 2 of the Finance Agreement:

“2.5

Minimum Shortfall

The actual EBITDA for each of the first second and third quarters during the Financial Year 2009 shall be no less than €1,000,000 below the figures representing the “FY 2009 Downside Estimate” in the line entitled “Total EBITDA from MBV Cons”, on page 15 of the Reference Budget for the relevant quarter.  Further, the actual EBITDA for the fourth quarter shall equal or exceed the figures representing the “FY 2009 Downside Estimate” in the line entitled “Total EBITDA from MBV Cons”, on page 15 of the Reference Budget for the fourth quarter. A breach of this covenant shall not be treated as a Termination Event if an associated undertaking of the Clients and/or the Guarantors, at their discretion, shall pay to the Lenders (or any of them) an amount equal to the excess following the calculation, within 5 Working Days of th e Lenders notifying the breach of covenant.  The Lenders shall apply such sums to the Facilities in their discretion.”

3.13

The following definition in Schedule 3 of the Finance Agreement shall be deleted and replaced with the following:

5

2009 Deed of Variation (v13-0 0044316403)

“Capital Expenditure" means expenditure incurred on the acquisition or improvement of fixed assets being, in any such case, expenditure which would be regarded as capital in nature under U.S. GAAP as at 1 April 2009;”

3.14

Any non-payment of the Escrow Amount (or any part of it) in immediately available cleared funds to Lloyds TSB CF as soon as is reasonably practicable following the expiry of the Escrow Period shall be deemed to be a Termination Event as if it were set out in full in Schedule 3 to the Finance Agreement.

4

VARIATIONS TO ALL DOCUMENTS

4.1

Without prejudice to any right of the Lenders (or any of them) to vary the Advance Rate (as defined in the Dutch Receivables Finance Agreements or the Belgian Receivables Finance Agreement as applicable) at any time, with effect from the date of this Agreement, the Finance Agreement and any relevant Financing Documents shall be deemed amended to give effect to the following:

(a)

The Advance Rate for Eligible Debts notified by each of Cimcool Europe and Cimcool Industrial, shall be deemed to be increased to 90% (in accordance with the remaining terms of the Dutch Receivables Finance Agreements) until 31 July 2009 inclusive, thereafter the Advance Rate shall revert to 80%.

(b)

The Advance Rate (such expression to include the analogous term under the Belgian Receivables Finance Agreement) for Eligible Debts notified by D-M-E shall be deemed to be increased to 85% until 31 July 2009 inclusive, thereafter the Advance Rate shall revert to 75%.

4.2

With effect from 1 April 2009, (i) Clause 2.1.4 of the Commercial Terms for the Receivables Finance Agreement between the Lenders and Cimcool Europe (with any necessary amendment being deemed to be made to any relevant Financing Documents) shall be deemed amended so that the Funding Period (as therein defined) shall be 120 days instead of 90 days from the date of invoice; and (ii) in the case of Invoices (as therein defined) due from Customers (as therein defined) domiciled in France or Italy, 150 days from the date of invoice.

4.3

With effect from the date of this Agreement, all and any Debt Financing Agreements shall be deemed amended so that all Clients shall be required to deliver a Notification of Invoices (as each such term is defined in the Dutch Receivables Finance Agreements and in the case of the other Clients any analogous terms under their respective Debt Financing Agreements are referred to in the use of such term) not less than twice per calendar week with such Notifications to be delivered on non-consecutive Working Days.  

4.4

Without prejudice to any right of the Lenders (or any of them) to vary the Margin (as defined in the Dutch Receivables Finance Agreements) at any time, with effect from 20^th March 2009, all and any Debt Financing Agreements including for the avoidance of doubt the Property Facility Agreement (or as the case may be in addition thereto and using any relevant analogous term) shall be deemed amended so that all the Margin (as defined in the Dutch Receivables Finance Agreements) and in the case of the other clients any analogous terms under their respective Debt Financing Agreements (and the Property Facility Agreement) are referred to in the use of such term) shall be deemed to be “6%” in place of the expression “1.75%”.  

4.5

Without prejudice to clause 2.1 of Schedule 2 of the Finance Agreement as amended by Clause 3.10 of this Agreement, the Lenders hereby expressly reserve all of their rights

6

2009 Deed of Variation (v13-0 0044316403)

pursuant to the Financing Documents (or any of them) in connection with the occurrence of any Termination Event on or prior to the date of this Agreement. Notwithstanding this, the Lenders have agreed that provided always that the Clients shall fully comply with all of their obligations hereunder, the Lenders shall not, before 31 July 2009, pursue their rights in relation to the making of Chapter 11 filings by Milacron Capital Holdings B.V. and/or any affiliate of the Clients in the U.S.A and/or Canada or any breach of any financial covenant of which the Lenders are aware on the date of this Agreement prior to the date of this Agreement. For the avoidance of doubt, this shall not prejudice the Lenders' rights in relation to the occurrence of any Termination Event following the date of this Agreement or their ability to pursue such rights.

4.6

Any breach by any Client of any term of this Agreement shall constitute a Termination Event.

4.7

The Lenders and the Clients herby agree that following a merger between Ferromatik and MKE in accordance with Clause 6.1 of the Finance Agreement, the Tangible Net Worth Covenant set out in Clause 12.1 of the Property Facility Agreement should be amended to reflect the new corporate structure.  It is agreed that the current amount of “EUR 20,000,000 (in words Euro twenty million)” will be obsolete. It is further agreed that a Tangible Net Worth Covenant shall continue to be required and that the Lenders and the Client shall negotiate in good faith to determine an appropriate figure once the Tangible Net Worth of the merged undertaking can be ascertained. It is further acknowledged that if following negotiations the parties are unable to agree an appropriate figure, the figure shall be such sum as the Lenders may determine in their discretion.

4.8

Provided always that (i) the Clients comply with their obligations hereunder; and (ii) no further Termination Event shall occur; the Lenders hereby agree that they should not exercise their rights arising from the non-payment of the Outstanding Property Payments until the end of the Escrow Period, save where the Lenders are taking wider enforcement action or enforcing all or any part of their security.

5

NOTICES

5.1

All notices or other communications in connection with this Agreement shall be given in writing. The address, email address and fax number of each party for all notices under this Agreement are those specified below (or such other address, email address or fax number as notified by that party by not less than five business days’ prior notice):

(a)

Address of Lloyds TSB Netherlands Branch:

Staten Bolwerk 1

2011 MK Haarlem

The Netherlands

Attention:

Loans Administration Department

Mrs. Claudia Van der Meer

Tel:

003123 5168849

Fax:

003123 5517164

E-mail:

Claudia.van.der.Meer@Lloydstsb.nl

(b)

Address of Lloyds TSB Belgium Branch:

7

2009 Deed of Variation (v13-0 0044316403)

2 avenue de Tervueren

B-1040 Brussels

Belgium

Attention:

Loans Administration Department

Mr. Baudoin Benfante

Tel:

+32 2 739 59 01

Fax:

+32 2 733 04 64

E-mail:

baudouin.benfante@lloydstsb.be

(c)

Address of Lloyds TSB CF:

Niederlassung Deutschland

Gütersloher Str. 123

Moltkeplatz 61

D-33415 Verl

45138 Essen

Germany

Germany

Attention:

Tel:

+49 201 437818 800

Fax:

+49 201 437818 818

E-mail:

(d)

Address of Cimcool Europe B.V.:

Schiedamsedijk 20

3134 KK, Vlaardingen

The Netherlands

Attention:

René van Geemen

Tel:

+31 10 445 0067

Fax:

+31 10 460 4706

E-mail:

vangeemen.rene@cimcool.net

(e)

Address of Cimcool Industrial Products B.V.:

Schiedamsedijk 20

3134 KK, Vlaardingen

The Netherlands

Attention:

René van Geemen

Tel:

+31 10 445 0067

Fax:

+31 10 460 4706

E-mail:

vangeemen.rene@cimcool.net

(f)

Address of D-M-E Europe CVBA:

Industriepark Noord G1

Oude Baan 1

B-2800 Mechelen, Belgium

Attention:

Katja Thoelen

8

2009 Deed of Variation (v13-0 0044316403)

Tel:

+32 152 150 51

Fax:

+32 154 051 51

E-mail:

katja_thoelen@dmeeu.com

(g)

Address of Ferromatik Milacron Maschinenbau GmbH:

Riegeler Strasse 4

D-79364 Malterdingen

Germany

Attention:

Axel Stiller

Tel:

+49 764 478 243

Fax:

+49 764 478 422

E-mail: axel_stiller@ferromatik.com

(h)

Address of Milacron Kunststoffmaschinen Europa GmbH:

Riegeler Strasse 4

D-79364 Malterdingen

Germany

Attention:

Axel Stiller

Tel:

+49 764 478 243

Fax:

+49 764 478 422

E-mail: axel_stiller@ferromatik.com

(i)

Address of Milacron B.V.:

Schiedamsedijk 20

3134 KK, Vlaardingen

The Netherlands

Attention:

Gerard van Deventer

Tel:

+31 104 450 055

Fax:

+31 104 450 056

E-mail: gerard_vandeventer@milacron.com

(j)

Address of Milacron Nederland B.V.:

Schiedamsedijk 20

3134 KK, Vlaardingen

The Netherlands

Attention:

René van Geemen

Tel:

+31 10 445 0067

Fax:

+31 10 460 4706

E-mail:

vangeemen.rene@cimcool.net

5.2

To the extent that any address, e-mail address and/or fax number provided in the Financing Documents for the giving of notices shall differ from the address, e-mail address and/or fax number given in Clause 5.1 above, the relevant details shall be

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2009 Deed of Variation (v13-0 0044316403)

deemed deleted from such Financing Document and be deemed replaced by the relevant address, e-mail address and/or fax number shown above.

6

STATUS OF AGREEMENT

6.1

Once executed, this Agreement, together with the Finance Agreement, the Financing Documents and any security document entered into in connection therewith, includes all terms agreed between the Lenders, the Clients and the Guarantors in connection with the provision of the Facilities to the exclusion of any representations and statements made by either of Lloyds TSB or Lloyds TSB CF or any of the Clients or Guarantors or on behalf of any of them whether orally or in writing prior to the date of this Agreement.

6.2

In the event of any inconsistency between the terms of any of the Finance Agreement, the Financing Documents and this Agreement, the terms of this Agreement shall prevail.

6.3

Save as expressly varied pursuant to the terms of this Agreement, the terms of the Finance Agreement and the Financing Documents shall remain in full force and effect and the Lenders expressly reserve all of their rights and remedies thereunder.

7

COUNTERPARTS

This Agreement may be executed in any number of counterparts and by different parties on separate counterparts each of which, when executed and delivered, shall constitute an original and all the counterparts together shall constitute but one and the same agreement.

8

EXPENSES

8.1

The Clients shall pay to the Lenders immediately upon the execution of this Agreement all and any reasonable costs and expenses (including without limitation all and any reasonable legal fees) incurred by the Lenders (or any of them) in connection with the negotiation, preparation and execution of this Agreement and any other Finance Document (the “Costs”).

8.2

Notwithstanding any term of this Agreement, the Finance Agreement or any term of the Financing Documents, the Lenders, or any of them, may debit the Costs (or any part of the Costs) to any account of any Client with such Lender, whether on account of its costs and/or on account of any other Lender’s Costs.  Such Lender shall, as soon as practicable, notify the Client of the debit of the Costs to the relevant account.

9

GOVERNING LAW AND JURISDICTION

9.1

This Agreement is governed by the law of the Netherlands.

9.2

The competent courts of Amsterdam, The Netherlands shall have exclusive jurisdiction with regard to disputes in connection with this Agreement.

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2009 Deed of Variation (v13-0 0044316403)

This Agreement has been duly executed and signed by the representatives of the parties as set out below.

LLOYDS TSB BANK PLC,

NETHERLANDS BRANCH

)

)

acting by

)

)

Authorised signatory

)

and by

)

)

Authorised signatory

LLOYDS TSB BANK PLC,

BELGIUM BRANCH

)

)

acting by

)

)

Authorised signatory

)

and by

)

)

Authorised signatory

LLOYDS TSB COMMERCIAL FINANCE LIMITED,

)

acting by

)

)

Authorised signatory

)

and by

)

)

Authorised signatory

CIMCOOL EUROPE B.V.

)

)

acting by

)

)

Authorised signatory

)

and by

)

)

Authorised signatory

11

2009 Deed of Variation (v13-0 0044316403)

CIMCOOL INDUSTRIAL PRODUCTS B.V.

)

)

acting by

)

)

Authorised signatory

)

and by

)

)

Authorised signatory

D-M-E EUROPE CVBA

)

)

acting by

)

)

Authorised signatory

)

and by

)

)

Authorised signatory

FERROMATIK MILACRON MACHINENBAU

)

GMBH

)

)

acting by

)

)

Authorised signatory

)

and by

)

)

Authorised signatory

MILACRON KUNSTSTOFFMASCHINEN

)

EUROPA GMBH

)

)

acting by

)

)

Authorised signatory

)

and by

)

)

Authorised signatory

12

2009 Deed of Variation (v13-0 0044316403)

MILACRON B.V.

)

)

acting by

)

)

Authorised signatory

)

and by

)

)

Authorised signatory

MILACRON NEDERLAND B.V.

)

)

acting by

)

)

Authorised signatory

)

and by

)

)

Authorised signatory

13

2009 Deed of Variation (v13-0 0044316403)