Common Contracts

AMENDMENT NO. 1 TO THE INTERCREDITOR AGREEMENT

Intercreditor Agreement • May 18th, 2009 • Milacron Inc • Special industry machinery, nec • New York

• Contract Type
  Intercreditor Agreement
• Filed
  May 18th, 2009
• Company
  Milacron Inc
• Industry
  Special industry machinery, nec
• Jurisdiction
  New York

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.

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

Intercreditor Agreement • March 17th, 2009 • Milacron Inc • Special industry machinery, nec • New York

• Contract Type
  Intercreditor Agreement
• Filed
  March 17th, 2009
• Company
  Milacron Inc
• Industry
  Special industry machinery, nec
• Jurisdiction
  New York

THIS INTERCREDITOR AGREEMENT (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 (in such capacity, the “DIP Term Agent”) for the financial institutions party from time to time to the DIP Term Credit Agreement referred to below (the “DIP Term Lenders”).