SENIOR SECURED, SUPER-PRIORITY DEBTOR-IN-POSSESSION CREDIT AGREEMENTSenior Secured, Super-Priority Debtor-in-Possession Credit Agreement • March 11th, 2009 • Milacron Inc • Special industry machinery, nec • New York
This SENIOR SECURED, SUPER-PRIORITY DEBTOR-IN-POSSESSION CREDIT AGREEMENT (this “Agreement”), dated as of March 10, 2009, 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 (in its individual capacity, “GE Capital”), for itself, as Lender, and as administrative agent for Lenders (“Agent”), and the other Lenders signatory hereto from time to time.
FIRST AMENDMENT TO CREDIT AGREEMENTCredit Agreement • March 11th, 2009 • Milacron Inc • Special industry machinery, nec • New York
This FIRST AMENDMENT TO CREDIT AGREEMENT, dated as of March 6, 2009 (this “Amendment”), by and among MILACRON INC., a Delaware corporation (“Parent”), the other subsidiaries of Parent identified on the signature page hereto as “Borrowers” (such Subsidiaries, together with Parent, are referred to individually as a “Borrower” and collectively, jointly and severally, as “Borrowers”), certain subsidiaries of Parent identified on the signature page hereto as “Credit Parties” (“Credit Parties”), Lenders (as defined below) party hereto, and General Electric Capital Corporation, as administrative agent for Lenders (in such capacity, together with its successors and assigns in such capacity, “Agent”).
RESTRUCTURING SUPPORT AGREEMENTRestructuring Support Agreement • March 11th, 2009 • Milacron Inc • Special industry machinery, nec • New York
This RESTRUCTURING SUPPORT AGREEMENT (this “Agreement”), dated as of March 9, 2009, is entered into by and among: (a) AVENUE INVESTMENTS, L.P., AVENUE-CDP GLOBAL OPPORTUNITIES FUND, L.P., AVENUE INTERNATIONAL MASTER, L.P., AVENUE SPECIAL SITUATIONS FUND IV, L.P., and AVENUE SPECIAL SITUATIONS FUND V, L.P. (collectively, “Avenue”); (b) B IV CAPITAL PARTNERS, L.P., GMAM INVESTMENT FUNDS TRUST II, for the account of the Promark Alternative High Yield Bond Fund (Account No. 7M2E), GMAM INVESTMENT FUNDS TRUST II, for the account of the Promark Alternative High Yield Bond Fund (Account No. 7MWD), and DDJ/ONTARIO OS INVESTMENT SUB I, LTD. (collectively, “DDJ”; together with Avenue, the “Initial Sponsors”); (c) any other holders of Senior Secured Notes (as defined below) that may become parties hereto from time to time (the “Additional Sponsors”; together with the Initial Sponsors, the “Sponsors”) by execution of the joinder attached hereto as Exhibit A; and (d) Milacron Inc. (“Milacron”) and
