SENIOR SECURED, SUPER-PRIORITY DEBTOR-IN-POSSESSION CREDIT AGREEMENTSenior Secured, Super-Priority Debtor-in-Possession Credit Agreement • March 17th, 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 11, 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.
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, 2009Intercreditor Agreement • March 17th, 2009 • Milacron Inc • Special industry machinery, nec • 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”).
