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                                                        EXHIBIT 10.48



                               FINANCING AGREEMENT

                           DATED AS OF MARCH 12, 2004

                                  BY AND AMONG

                                  MILACRON INC.
                                       AND
           CERTAIN SUBSIDIARIES OF MILACRON INC. LISTED AS A BORROWER
                         ON THE SIGNATURE PAGES HERETO,
                                  AS BORROWERS,

           CERTAIN SUBSIDIARIES OF MILACRON INC. LISTED AS A GUARANTOR
                         ON THE SIGNATURE PAGES HERETO,
                                 AS GUARANTORS,

                   THE LENDERS FROM TIME TO TIME PARTY HERETO,
                                   AS LENDERS,

                                       AND

      CREDIT SUISSE FIRST BOSTON, ACTING THROUGH ITS CAYMAN ISLANDS BRANCH,
                   AS ADMINISTRATIVE AGENT, COLLATERAL AGENT,
                     SOLE LEAD ARRANGER AND SOLE BOOK RUNNER

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                                TABLE OF CONTENTS

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                                                                                                                        PAGE
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<S>                                                                                                                     <C>
ARTICLE I. DEFINITIONS; CERTAIN TERMS............................................................................         1

         Section 1.01               Definitions..................................................................         1
         Section 1.02               Terms Generally..............................................................        34
         Section 1.03               Accounting and Other Terms...................................................        34
         Section 1.04               Time References..............................................................        35

ARTICLE II. THE LOANS............................................................................................        35

         Section 2.01               Commitments..................................................................        35
         Section 2.02               Making the Loans.............................................................        36
         Section 2.03               Repayment of Loans; Evidence of Debt.........................................        36
         Section 2.04               Interest.....................................................................        37
         Section 2.05               Reduction of Commitment; Prepayment of Loans.................................        38
         Section 2.06               Fees.........................................................................        44
         Section 2.07               Securitization...............................................................        45
         Section 2.08               Taxes........................................................................        45
         Section 2.09               LIBOR Not Determinable; Illegality or Impropriety............................        47
         Section 2.10               Indemnity....................................................................        48
         Section 2.11               Continuation and Conversion of Loans.........................................        49

ARTICLE III. LETTER OF CREDIT ACCOMMODATIONS AND OTHER MATTERS...................................................        50

         Section 3.01               Letter of Credit Accommodations..............................................        50
         Section 3.02               Collection of Accounts.......................................................        55
         Section 3.03               Payments.....................................................................        55
         Section 3.04               Settlement Procedures........................................................        55

ARTICLE IV. FEES, PAYMENTS AND OTHER COMPENSATION................................................................        58

         Section 4.01               Audit and Collateral Monitoring Fees.........................................        58
         Section 4.02               Payments; Computations and Statements........................................        58
         Section 4.03               Sharing of Payments, Etc.....................................................        59
         Section 4.04               Apportionment of Payments....................................................        60
         Section 4.05               Increased Costs and Reduced Return...........................................        61
         Section 4.06               Joint and Several Liability of the Borrowers.................................        63


ARTICLE V. CONDITIONS TO LOANS...................................................................................        64

         Section 5.01               Conditions Precedent to Effectiveness........................................        64
         Section 5.02               Conditions Precedent to All Loans and Letter of Credit
                                    Accommodations...............................................................        69
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<S>                                                                                                                     <C>
ARTICLE VI. REPRESENTATIONS AND WARRANTIES.......................................................................        70

         Section 6.01               Representations and Warranties...............................................        70

ARTICLE VII. COVENANTS OF THE LOAN PARTIES.......................................................................        80

         Section 7.01               Affirmative Covenants........................................................        80
         Section 7.02               Negative Covenants...........................................................        91
         Section 7.03               Financial Covenants.........................................................         99

ARTICLE VIII. MANAGEMENT, COLLECTION AND STATUS OF ACCOUNTS RECEIVABLE AND OTHER COLLATERAL.....................        100

         Section 8.01               Collection of Accounts; Management of Collateral............................        100
         Section 8.02               Accounts Documentation......................................................        103
         Section 8.03               Status of Accounts and Other Collateral.....................................        103
         Section 8.04               Collateral Custodian........................................................        104
         Section 8.05               Collateral Reporting........................................................        104
         Section 8.06               Accounts Covenants..........................................................        105
         Section 8.07               Inventory Covenants.........................................................        106

ARTICLE IX. EVENTS OF DEFAULT...................................................................................        107

         Section 9.01               Events of Default...........................................................        107

ARTICLE X. AGENT................................................................................................        111

         Section 10.01              Appointment.................................................................        111
         Section 10.02              Nature of Duties............................................................        111
         Section 10.03              Rights, Exculpation, Etc....................................................        112
         Section 10.04              Reliance....................................................................        113
         Section 10.05              Indemnification.............................................................        113
         Section 10.06              Agent Individually..........................................................        114
         Section 10.07              Successor Agent.  (a).......................................................        114
         Section 10.08              Collateral Matters..........................................................        114
         Section 10.09              Agency for Perfection.......................................................        116

ARTICLE XI. GUARANTY............................................................................................        116

         Section 11.01              Guaranty....................................................................        116
         Section 11.02              Guaranty Absolute...........................................................        117
         Section 11.03              Waiver......................................................................        118
         Section 11.04              Continuing Guaranty; Assignments............................................        118
         Section 11.05              Subrogation.................................................................        118
         Section 11.06              Judgment....................................................................        119
         Section 11.07              Subordination and Intercreditor Agreement...................................        119
</TABLE>

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<S>                                                                                                                     <C>
ARTICLE XII. MISCELLANEOUS......................................................................................        119

         Section 12.01              Notices, Etc................................................................        120
         Section 12.02              Amendments, Etc.............................................................        121
         Section 12.03              No Waiver; Remedies, Etc....................................................        121
         Section 12.04              Expenses; Taxes; Attorneys' Fees............................................        121
         Section 12.05              Right of Set-off............................................................        122
         Section 12.06              Severability................................................................        123
         Section 12.07              Assignments and Participations..............................................        123
         Section 12.08              Counterparts................................................................        125
         Section 12.09              GOVERNING LAW...............................................................        125
         Section 12.10              CONSENT TO JURISDICTION; SERVICE OF PROCESS AND VENUE.......................        125
         Section 12.11              WAIVER OF JURY TRIAL, ETC...................................................        126
         Section 12.12              Consent by the Agent and Lenders............................................        126
         Section 12.13              No Party Deemed Drafter.....................................................        127
         Section 12.14              Reinstatement; Certain Payments.............................................        127
         Section 12.15              Indemnification.............................................................        127
         Section 12.16              Parent as Agent for Borrowers...............................................        129
         Section 12.17              Records.....................................................................        129
         Section 12.18              Binding Effect..............................................................        130
         Section 12.19              Interest....................................................................        130
         Section 12.20              Confidentiality.............................................................        131
         Section 12.21              Integration.................................................................        131
         Section 12.22              Replacement of Lenders......................................................        132
         Section 12.23              Dutch Parallel Debt.........................................................        132
</TABLE>

                                       iii

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                              SCHEDULE AND EXHIBITS

<TABLE>
<S>                        <C>
Schedule 1.01(A)           Lenders and Lenders' Commitments
Schedule 1.01(B)           Initial Inventory Categories
Schedule 6.01(e)           Subsidiaries
Schedule 6.01(f)           Litigation; Commercial Tort Claims
Schedule 6.01(i)           ERISA
Schedule 6.01(o)           Real Property
Schedule 6.01(q)           Operating Lease Obligations
Schedule 6.01(r)           Environmental Matters
Schedule 6.01(s)           Insurance
Schedule 6.01(u)           Bank Accounts
Schedule 6.01(v)           Intellectual Property
Schedule 6.01(w)           Material Contracts
Schedule 6.01(aa)          Name; Jurisdiction of Organization; Organizational ID Number; Chief
                           Place of Business; Chief Executive Office; FEIN
Schedule 6.01(bb)          Tradenames
Schedule 6.01(cc)          Collateral Locations
Schedule 7.02(a)           Existing Liens
Schedule 7.02(b)           Existing Indebtedness
Schedule 7.02(c)(i)        Permitted Dispositions
Schedule 7.02(e)           Existing Investments
Schedule 7.02(k)           Limitations on Dividends and Other Payment Restrictions
Schedule 8.01              Cash Management Banks and Cash Management Accounts

Exhibit A                  Form of Guaranty
Exhibit B                  Form of Security Agreement
Exhibit C                  Form of Pledge Agreement
Exhibit D                  Form of Notice of Borrowing
Exhibit E                  Form of Borrowing Base Certificate
Exhibit F                  Form of Opinion of Counsel
Exhibit G                  Form of Intercompany Subordination Agreement
Exhibit H                  Form of Assignment and Acceptance
Exhibit I                  Form of Contribution Agreement
</TABLE>

                                       iv
<PAGE>

                               FINANCING AGREEMENT

                  Financing Agreement, dated as of March 12, 2004, by and among
Milacron Inc., a Delaware corporation (the "Parent"), each subsidiary of the
Parent listed as a "Borrower" on the signature pages hereto (together with the
Parent, each a "Borrower" and collectively, the "Borrowers"), each subsidiary of
the Parent listed as a "Guarantor" on the signature pages hereto (each, a
"Guarantor" and collectively, the "Guarantors"), the lenders from time to time
party hereto (each, a "Lender" and collectively, the "Lenders"), Credit Suisse
First Boston, acting through its Cayman Islands Branch ("CSFB"), as
administrative agent and collateral agent for the Lenders (in each such
capacity, the "Administrative Agent" and the "Collateral Agent", respectively,
and, in either or both such capacities, the "Agent").

                                    RECITALS

                  The Borrowers have asked the Lenders to extend credit to the
Borrowers consisting of a $65,000,000 secured revolving credit facility and a
$75,000,000 secured term loan facility. The revolving credit facility will
include a $25,000,000 subfacility for the issuance of letters of credit. The
proceeds of the loans made under the credit facilities shall be used to
refinance existing indebtedness of the Borrowers and the Guarantors, to repay
the Borrowers' and the Guarantors' receivables securitization facility
(including through the repurchase of receivables), for general corporate
purposes of the Borrowers and the Guarantors and to pay fees and expenses
related to this Agreement. The letters of credit will be used for general
corporate and working capital purposes. The Lenders are severally, and not
jointly, willing to extend such credit to the Borrowers subject to the terms and
conditions hereinafter set forth.

                  In consideration of the premises and the covenants and
agreements contained herein, the parties hereto agree as follows:

                                   ARTICLE I.

                           DEFINITIONS; CERTAIN TERMS

                  Section 1.01 Definitions. As used in this Agreement, the
following terms shall have the respective meanings indicated below, such
meanings to be applicable equally to both the singular and plural forms of such
terms:

                  "Acceptable Guaranty" means any guarantee contemplated by the
Mizuho/Glencore Transaction Documents or an unsecured guaranty made by any Loan
Party in favor of any of the holders of any New US Securities or New Euro
Securities which guaranty is (i) unless otherwise agreed to by the Agent,
subordinated in right of payment to all of the Obligations on terms and
conditions reasonably satisfactory to the Agent and (ii) on other terms and
conditions reasonably satisfactory to the Agent.

                  "Account Debtor" means each debtor, customer or obligor in any
way obligated on or in connection with any Account.

<PAGE>

                  "Accounts" means, as to each Domestic Loan Party, all present
and future rights of such Domestic Loan Party to payment of a monetary
obligation, whether or not earned by performance, (a) for property that has been
or is to be sold, leased, assigned or otherwise disposed of, (b) for services
rendered or to be rendered, or (c) for a secondary obligation incurred or to be
incurred.

                  "Action" has the meaning specified therefor in Section 12.12.

                  "Adjusted LIBOR" shall mean, with respect to any LIBOR Loan
for any Interest Period, an interest rate per annum equal to the product of (a)
the LIBOR in effect for such Interest Period and (b) the Reserve Percentage.

                  "Administrative Agent" has the meaning specified therefor in
the preamble hereto.

                  "Administrative Agent's Account" means an account at a bank
designated by the Administrative Agent from time to time as the account into
which the Loan Parties shall make all payments to the Administrative Agent for
the benefit of the Agent and the Lenders under this Agreement and the other Loan
Documents.

                  "Administrative Borrower" has the meaning specified therefor
in Section 12.16.

                  "Affiliate" means, with respect to any Person, any other
Person that directly or indirectly through one or more intermediaries, controls,
is controlled by, or is under common control with, such Person. For purposes of
this definition, "control" of a Person means the power, directly or indirectly,
either to (i) vote 10% or more of the Capital Stock having ordinary voting power
for the election of directors of such Person or (ii) direct or cause the
direction of the management and policies of such Person whether by contract or
otherwise. Notwithstanding anything herein to the contrary, in no event shall
any Agent or any Lender be considered an "Affiliate" of any Loan Party.

                  "After Acquired Property" has the meaning specified therefor
in Section 7.01(n).

                  "Agent" has the meaning specified therefor in the preamble
hereto.

                  "Agent Advances" has the meaning specified therefor in Section
10.08(a).

                  "Agreement" means this Financing Agreement, including all
amendments, modifications and supplements and any exhibits or schedules to any
of the foregoing, and shall refer to the Agreement as the same may be in effect
at the time such reference becomes operative.

                  "Approved Fund" means (a) a CLO and (b) with respect to any
Lender that is a fund which invests in bank loans and similar extensions of
credit in the ordinary course of its business, any other fund that invests in
bank loans and similar extensions of credit in the ordinary course of its
business and is managed by the same investment advisor as such Lender or by an
Affiliate of such investment advisor.

                                       2

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                  "Assignment and Acceptance" means an assignment and acceptance
entered into by an assigning Lender and an assignee, and accepted by the
Collateral Agent or the Administrative Agent, in each case, to the extent
applicable, in accordance with Section 12.07 hereof and substantially in the
form of Exhibit H hereto or such other form acceptable to the Collateral Agent.

                  "Authorized Officer" means, with respect to any Person, the
chief executive officer, the chief financial officer, the president, any
executive vice president, the treasurer, any assistant treasurer, any vice
president, the secretary or the general counsel of such Person.

                  "Availability" means, at any time, an amount equal to the
difference between (i) the lesser of (A) the Borrowing Base and (B) the Total
Revolving A Credit Commitment and (ii) the sum of (A) the aggregate outstanding
principal amount of all Revolving A Loans and (B) all Letter of Credit
Obligations.

                  "B-Commitment" means, with respect to each Lender, the
commitment of such Lender to make a B-Loan to the Borrowers on the Effective
Date in the amount set forth opposite such Lender's name in Schedule 1.01(A)
hereto.

                  "B-Loan" means a term loan made by a Lender to the Borrowers
pursuant to Section 2.01(a)(ii).

                  "B-Lender" means a Lender with a B-Commitment or a B-Loan.

                  "Bailee's Letter" means a letter in form and substance
reasonably acceptable to the Agent and executed by any Person (other than a Loan
Party) that is in possession of any Collateral on behalf of such Loan Party
pursuant to which such Person acknowledges the Lien of the Collateral Agent for
the benefit of the Agent and the Lenders with respect thereto.

                  "Bankruptcy Code" means the United States Bankruptcy Code (11
U.S.C. Section 101, et seq.), as amended, and any successor statute.

                  "Board" means the Board of Governors of the Federal Reserve
System of the United States.

                  "Board of Directors" means, with respect to any Person, the
board of directors (or comparable managers) of such Person or any committee
thereof duly authorized to act on behalf of the board.

                  "Book Value" means, with respect to any Inventory of any
Person, the lower of (i) cost (as reflected in the general ledger of such Person
in accordance with GAAP) computed in the same manner and consistent with the
most recent appraisals of Inventory conducted by Hilco or such other appraiser
reasonably acceptable to the Agent after consulting with the Borrowers (which
appraisals by such other appraiser will be on a basis consistent with the
appraisals conducted by Hilco), and (ii) market value, in each case, determined
in accordance with GAAP calculated on a first-in first-out basis.

                                       3

<PAGE>

                  "Borrower" and "Borrowers" have the respective meanings
specified therefor in the preamble hereto.

                  "Borrowing Base" means, at any time (i) the sum of (A) 85% of
the value of the Net Amount of Eligible Accounts at such time plus (B) the least
of (x) 35% of the Book Value of the Eligible Inventory at such time; provided,
however, that the aggregate amount of this clause (x) attributable to Eligible
Inventory described in clause (xi) of such definition shall not exceed $500,000,
(y) 85% of the aggregate Net Liquidation Values for all Inventory Categories and
(z) $25,000,000, minus (ii) Reserves.

                  "Borrowing Base Certificate" means a certificate signed by the
chief executive officer, chief financial officer, treasurer or controller of the
Administrative Borrower and setting forth the calculation of the Borrowing Base
in compliance with Section 7.01(a)(vi), substantially in the form of Exhibit E.

                  "Business Day" means any day other than a Saturday, Sunday or
other day on which commercial banks in New York City or Chicago, Illinois are
authorized or required to close; provided, that, with respect to the borrowing,
payment or continuation of, or determination of interest rate on LIBOR Loans,
Business Day shall mean any Business Day on which dealings in Dollars may be
carried on in the interbank eurodollar markets in New York City and London.

                  "Business Trade Secrets" has the meaning specified therefor in
Section 6.01(v)(ii).

                  "Capital Expenditures" means, with respect to any Person for
any period, the aggregate of all expenditures by such Person and its
Subsidiaries during such period that in accordance with GAAP are or should be
included in "property, plant and equipment" or in a similar fixed asset account
on its balance sheet, whether such expenditures are paid in cash or financed and
including all Capitalized Lease Obligations paid or payable during such period,
other than expenditures made from the insurance proceeds or condemnation awards.

                  "Capital Guideline" means any law, rule, regulation, policy,
guideline or directive (whether or not having the force of law and whether or
not the failure to comply therewith would be unlawful) of any central bank or
Governmental Authority (i) regarding capital adequacy, capital ratios, capital
requirements, the calculation of a bank's capital or similar matters, or (ii)
affecting the amount of capital required to be obtained or maintained by any
Lender, any Person controlling any Lender, or the L/C Issuer or the manner in
which any Lender, any Person controlling any Lender, or the L/C Issuer allocates
capital to any of its contingent liabilities (including letters of credit),
advances, acceptances, commitments, assets or liabilities.

                  "Capital Stock" means (i) with respect to any Person that is a
corporation, any and all shares, interests, participations or other equivalents
(however designated and whether or not voting) of corporate stock, and (ii) with
respect to any Person that is not a corporation, any and all partnership,
membership or other equity interests of such Person.

                  "Capitalized Lease" means, with respect to any Person, any
lease of real or personal property by such Person as lessee which is (i)
required under GAAP to be capitalized on the balance sheet of such Person or
(ii) a transaction of a type commonly known as a "synthetic

                                       4

<PAGE>

lease" (i.e., a lease transaction that is treated as an operating lease for
accounting purposes but with respect to which payments of rent are intended to
be treated as payments of principal and interest on a loan for Federal income
tax purposes).

                  "Capitalized Lease Obligations" means, with respect to any
Person, obligations of such Person and its Subsidiaries under Capitalized
Leases, and, for purposes hereof, the amount of any such obligation shall be the
capitalized amount thereof determined in accordance with GAAP.

                  "Cash Management Accounts" means those bank accounts of each
Loan Party listed on Schedule 8.01 that are maintained at one or more Cash
Management Banks listed on Schedule 8.01.

                  "Cash Management Agreements" means those certain cash
management service agreements, in form and substance reasonably satisfactory to
the Administrative Agent, each of which is among the applicable Loan Party, the
Administrative Agent and one of the Cash Management Banks.

                  "Cash Management Bank" has the meaning specified therefor in
Section 8.01(a).

                  "Change of Control" means each occurrence of any of the
following:

                  (a)      other than pursuant to the Note Restructuring
Transactions, the acquisition, directly or indirectly, by any Person or group
(within the meaning of Section 13(d)(3) of the Exchange Act), other than a
Permitted Holder, of beneficial ownership of more than 20% of the aggregate
outstanding ordinary voting power of the Capital Stock of the Parent;

                  (b)      other than pursuant to the Note Restructuring
Transactions, during any period of two consecutive years, individuals who at the
beginning of such period constituted the Board of Directors of the Parent
(together with any new directors whose election by such Board of Directors or
whose nomination for election by the shareholders of the Parent was approved by
a vote of at least a majority the directors of the Parent then still in office
who were either directors at the beginning of such period, or whose election or
nomination for election was previously approved) cease for any reason to
constitute a majority of the Board of Directors of the Parent;

                  (c)      the Parent shall cease to have beneficial ownership
(as defined in Rule 13d-3 under the Exchange Act), directly or indirectly, of
100% of the aggregate voting power of the Capital Stock of each other Loan
Party, free and clear of all Liens (other than any Liens granted under the Loan
Documents and Permitted Liens), except to the extent resulting from a
transaction specifically permitted under Section 7.02(c); or

                  (d)      (i) any Loan Party consolidates or amalgamates with
or merges into another entity or conveys, transfers or leases all or
substantially all of its property and assets to another Person, or (ii) any
entity consolidates or amalgamates with or merges into any Loan Party in a
transaction pursuant to which the outstanding voting Capital Stock of such Loan
Party is reclassified or changed into or exchanged for cash, securities or other
property, other than any

                                       5

<PAGE>

such transaction described in this clause (ii) in which either (A) in the case
of any such transaction involving the Parent, no Person or group (within the
meaning of Section 13(d)(3) of the Exchange Act), other than a Permitted Holder,
has, directly or indirectly, acquired beneficial ownership of more than 20% of
the aggregate outstanding ordinary voting Capital Stock of the Parent or (B) in
the case of any such transaction involving a Loan Party other than the Parent,
the Parent has beneficial ownership, directly or indirectly, of 100% of the
aggregate voting power of all Capital Stock of the resulting, surviving or
transferee entity.

                  "Change in Law" has the meaning specified therefor in Section
4.05(a).

                  "CLO" means any entity (whether a corporation, partnership,
trust or otherwise) that is engaged in making, purchasing, holding or otherwise
investing in bank loans and similar extensions of credit in the ordinary course
of its business and is administered or managed by a Lender or an Affiliate of
such Lender.

                  "Collateral" means all of the property and assets and all
interests therein and proceeds thereof now owned or hereafter acquired by any
Person upon which a Lien is granted or purported to be granted by such Person as
security for all or any part of the Obligations.

                  "Collateral Agent" has the meaning specified therefor in the
preamble hereto.

                  "Collections" means all cash, checks, notes, instruments and
other items of payment (including insurance proceeds, proceeds of cash sales,
rental proceeds and tax refunds) of the Domestic Loan Parties.

                  "Commitment" means, with respect to each Lender, such Lender's
Revolving A Credit Commitment and B-Commitment.

                  "Concentration Account" means an account of the Loan Parties
to be maintained at the Concentration Account Bank into which cash received from
the Cash Management Banks is wired as provided in Section 8.01.

                  "Concentration Account Agreement" means a Control Agreement
among the Domestic Loan Parties, the Concentration Account Bank and the
Administrative Agent, in form and substance reasonably satisfactory to the
Agent, applicable to the Concentration Account.

                  "Concentration Account Bank" means Bank of New York, or such
other Person or Persons as the Administrative Borrower (with the prior written
consent of the Administrative Agent, which consent shall not be unreasonably
withheld) may designate from time to time.

                   "Consolidated EBITDA" means, for any period, the Consolidated
Net Income of Parent and its Consolidated Subsidiaries for such period, plus the
following to the extent deducted in calculating such Consolidated Net Income:
(i) Consolidated Interest Expense; plus (ii) all income tax expense of Parent
and its Consolidated Subsidiaries; plus (iii) depreciation and amortization
expense of Parent and its Consolidated Subsidiaries; plus (iv) all losses
attributable to discontinued operations; plus (v) restructuring charges and
related severance and other expenses not to exceed $1,500,000 while any Loan
remains outstanding; plus (vi) all other non-cash charges of Parent and its
Consolidated Subsidiaries (excluding any such non-cash charge to

                                       6

<PAGE>

the extent that it represents an accrual of or reserve for cash expenditures in
any future period); plus (vii) expenses related to debt refinancing; plus (viii)
any extraordinary or nonrecurring items of loss for such period as calculated by
Parent and acceptable to the Administrative Agent in its reasonable discretion,
based upon and derived from financial information delivered to the
Administrative Agent; plus (ix) any payment of fees and expenses under the
Existing Receivables Facility (as the same may be amended, extended, renewed,
refinanced, replaced, supplemented or modified from time to time) or any
replacement receivables liquidity facility; plus (x) commissions, discounts and
other fees and charges owed with respect to letters of credit and bankers'
acceptance financing; minus (xi) all gains attributable to discontinued
operations; minus (xi) any extraordinary or nonrecurring items of gain for such
period; in each case determined on a consolidated basis for such period in
conformity with GAAP.

                  "Consolidated Interest Expense" means, for any period, the
total interest expense of Parent and its Consolidated Subsidiaries, whether paid
in cash or accrued as a liability, plus, to the extent not included in such
total interest expense, and to the extent deducted in determining Consolidated
Net Income, without duplication: (i) the interest component of all payments
associated with Capitalized Lease Obligations; plus (ii) amortization of debt
discount and debt issuance cost; plus (iii) capitalized interest; plus (iv)
losses and upfront costs on Hedging Agreements; plus (v) interest accruing on
any Indebtedness of any other Person to the extent such Indebtedness is a
primary obligation in respect of a Contingent Obligation of (or secured by the
assets of) Parent or any Consolidated Subsidiary; minus (vi) interest income for
such period; minus (vii) gains for such period on Hedging Agreements; in each
case determined on a consolidated basis for such period in conformity with GAAP.

                  "Consolidated Net Income" means, for any period, the net
income of Parent and its Consolidated Subsidiaries, excluding the cumulative
effect of a change in accounting principles.

                  "Consolidated Subsidiaries" means, with respect to Parent,
each subsidiary consolidated with Parent in its financial statements prepared in
accordance with GAAP.

                  "Contingent Obligation" means, with respect to any Person, any
obligation of such Person guaranteeing or intended to guarantee any
Indebtedness, leases, dividends or other obligations ("primary obligations") of
any other Person (the "primary obligor") in any manner, whether directly or
indirectly, including, without limitation, (i) the direct or indirect guaranty,
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 obligation of a primary obligor, (ii) the obligation to make
take-or-pay or similar payments, if required, regardless of nonperformance by
any other party or parties to an agreement, (iii) any obligation of such Person,
whether or not contingent, (A) to purchase any such primary obligation or any
property constituting direct or indirect security therefor, (B) to advance or
supply funds (1) for the purchase or payment of any such primary obligation or
(2) to maintain working capital or equity capital of the primary obligor or
otherwise to maintain the net worth or solvency of the primary obligor, (C) 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 (D) otherwise to assure or
hold harmless the holder of

                                       7

<PAGE>

such primary obligation against loss in respect thereof; provided, however, that
the term "Contingent Obligation" shall not include any product warranties
extended in the ordinary course of business. The amount of any Contingent
Obligation shall be deemed to be an amount equal to the stated or determinable
amount of the primary obligation with respect to which such Contingent
Obligation is made (or, if less, the maximum amount of such primary obligation
for which such Person may be liable pursuant to the terms of the instrument
evidencing such Contingent Obligation) or, if not stated or determinable, the
maximum reasonably anticipated liability with respect thereto (assuming such
Person is required to perform thereunder), as determined by such Person in good
faith.

                  "Contribution Agreement" means the Contribution Agreement,
dated as of the Effective Date, among the Loan Parties, substantially in the
form of Exhibit I.

                  "Control Agreement" means a control agreement, in form and
substance reasonably satisfactory to the Agent, executed and delivered by the
applicable Loan Party, the Administrative Agent, and the applicable bank with
respect to a deposit account.

                  "CSFB" has the meaning specified therefor in the preamble
hereto.

                  "Current Asset Collateral" means all Collateral other than
Fixed Asset Collateral.

                  "Current Value" has the meaning specified therefor in Section
7.01(n).

                  "Default" means an event which, with the giving of notice or
the lapse of time or both, would constitute an Event of Default.

                  "Defaulting Lender" has the meaning specified therefor in
Section 3.04(d).

                  "Designated Business" means the line of business of the Loan
Parties identified as the "Designated Business" in Part A of Schedule
7.02(c)(i).

                  "Designated Business Disposition" has the meaning specified
therefor in Section 7.02(c)(i).

                  "Designated Disposition" means the Designated Business
Disposition and the Designated Real Property Disposition.

                  "Designated Real Property" means the real property identified
as the "Designated Real Property" in Part B of Schedule 7.02(c)(i).

                  "Designated Real Property Disposition" has the meaning
specified therefor in Section 7.02(c)(i).

                  "Disposition" means any transaction, or series of related
transactions, pursuant to which any Person or any of its Subsidiaries sells,
assigns, transfers or otherwise disposes of any property or assets (whether now
owned or hereafter acquired) to any other Person, in each case, whether or not
the consideration therefor consists of cash, securities or other assets owned by
the acquiring Person, excluding any (x) sales of Inventory in the ordinary
course of business on

                                       8

<PAGE>

ordinary business terms and (y) dispositions of cash or sales or liquidations of
Permitted Investments or other similar cash equivalents that are not otherwise
in violation of the terms of this Agreement.

                  "Dollar," "Dollars" and the symbol "$" each means lawful money
of the United States of America.

                  "Domestic Loan Party" means any Loan Party that is organized
under the laws of the United States or any state thereof.

                  "Domestic Subsidiary" means any Subsidiary of a Loan Party
that is organized under the laws of the United States or any state thereof.

                  "Effective Date" means the date, on or before March 12, 2004,
on which all of the conditions precedent set forth in Section 5.01 are satisfied
or waived and the initial Loans are made and/or the initial Letter of Credit
Accommodations are issued.

                  "Eligible Accounts" means, at any time, Accounts of a Domestic
Loan Party which at such time meet all of the following specifications;
provided, that such specifications may be fixed and revised from time to time by
the Administrative Agent in a customary manner in the exercise of its reasonable
credit judgment to account for events, conditions, contingencies or risks which
adversely affect or could reasonably be expected to adversely affect any
Accounts in the reasonable credit judgment of the Administrative Agent: (i)
delivery of the merchandise or the rendition of the services has been completed
with respect to such Account and the Account Debtor has been invoiced therefor;
(ii) the Account Debtor has not asserted any setoff, defense or counterclaim
with respect to such Account, and there has not occurred any extension of the
time for payment with respect to such Account without the consent of the
Administrative Agent, provided that, in the case of any dispute, setoff, defense
or counterclaim with respect to an Account, the portion of such Account not
subject to such dispute, setoff, defense or counterclaim will not be ineligible
solely by reason of this clause (ii); (iii) such Account is lawfully owned by a
Domestic Loan Party free and clear of any Lien other than Liens permitted by
Section 8.03 and otherwise continues to be in conformity in all material
respects with all representations and warranties made by a Domestic Loan Party
to the Agent and the Lenders with respect thereto in the Loan Documents; (iv)
such Account is unconditionally payable in Dollars within 90 days from the
invoice date and is not evidenced by a promissory note, chattel paper or any
other instrument or other document; (v) no more than 60 days have elapsed from
the invoice due date and no more than 120 days have elapsed from the invoice
date with respect to such Account; (vi) such Account is not due from an
Affiliate of a Domestic Loan Party; (vii) such Account does not constitute an
obligation of the United States or any other Governmental Authority (unless all
steps reasonably required by the Administrative Agent in connection therewith,
including notice to the United States Government under the Federal Assignment of
Claims Act or any action under any state statute comparable to the Federal
Assignment of Claims Act, have been duly taken in a manner reasonably
satisfactory to the Administrative Agent); (viii) the Account Debtor (or the
applicable office of the Account Debtor) with respect to such Account is located
in the continental United States, unless such Account is supported by a letter
of credit, export insurance or other similar obligation the terms and conditions
of which are reasonably satisfactory to the Administrative Agent; (ix) the
Account Debtor with respect to such Account is

                                       9

<PAGE>

not also a supplier to or creditor of a Domestic Loan Party, unless such Account
Debtor has executed a no-offset letter satisfactory to the Administrative Agent;
(x) not more than 50% of the aggregate amount of all Accounts of the Account
Debtor with respect to such Account are not Eligible Accounts; (xi) to the
knowledge of the Borrowers, the Account Debtor with respect to such Account (A)
has not filed a petition for bankruptcy or any other relief under the Bankruptcy
Code or any other law relating to bankruptcy, insolvency, reorganization or
relief of debtors, made an assignment for the benefit of creditors, had filed
against it any petition or other application for relief under the Bankruptcy
Code or any such other law, (B) has not failed, suspended business operations or
become insolvent or (C) has not had or suffered to be appointed a receiver or a
trustee for all or a significant portion of its assets or affairs; (xii) such
Accounts are not subject to collection by an outside claims processor; (xiii)
the otherwise Eligible Accounts of any Account Debtor do not exceed 10% of all
Eligible Accounts; (xiv) such Account does not arise in a transaction wherein
goods are placed on consignment or are sold pursuant to a guaranteed sale, a
sale or return, a sale on approval, a bill and hold, or any other terms by
reason of which the payment by the Account Debtor may be conditional; (xv) such
Account is not from an Account Debtor that is located in a state or jurisdiction
(e.g., New Jersey, Minnesota, and West Virginia) that requires, as a condition
to access to the courts of such jurisdiction, that a creditor qualify to
transact business, file a business activities report or other report or form, or
take one or more other actions, unless the applicable Domestic Loan Party has so
qualified, filed such reports or forms, or taken such actions (and, in each
case, paid any required fees or other charges), except to the extent such
Domestic Loan Party may qualify subsequently as a foreign entity authorized to
transact business in such state or jurisdiction and gain access to such courts,
without incurring any cost or penalty reasonably viewed by the Administrative
Agent to be material in amount, and such later qualification cures any access to
such courts to enforce payment of such Account; (xvi) such Accounts do not
consist of progress billings (such that the obligation of the Account Debtors
with respect to such Accounts is conditioned upon the applicable Domestic Loan
Party's satisfactory completion of any further performance under the agreement
giving rise thereto), bill and hold invoices or retainage invoices, except as to
bill and hold invoices, if the Administrative Agent shall have received an
agreement in writing from the Account Debtor, in form and substance satisfactory
to the Administrative Agent, confirming the unconditional obligation of the
Account Debtor to take the goods related thereto and pay such invoice; (xvii)
such Accounts are not owned or otherwise generated by the Designated Business;
and (xviii) the Administrative Agent is, and continues to be, reasonably
satisfied with the credit standing of the Account Debtor in relation to the
amount of credit extended and the Administrative Agent does not believe, in its
reasonable discretion, that the prospect of collection of such Account is
impaired for any reason.

                   "Eligible Inventory" means all finished goods and raw
materials Inventory of a Domestic Loan Party which at any time meets all of the
following specifications, provided that such specifications may be fixed and
revised from time to time by the Administrative Agent in a customary manner in
the exercise of its reasonable credit judgment to account for events,
conditions, contingencies or risks which adversely affect or could reasonably be
expected to adversely affect any Inventory in the reasonable credit judgment of
the Administrative Agent: (i) such Inventory is lawfully owned by a Domestic
Loan Party free and clear of any existing Lien and otherwise continues to be in
full conformity in all material respects with all representations and warranties
made by a Domestic Loan Party to the Agent and the Lenders with respect thereto
in the Loan Documents; (ii) such Inventory is not held on consignment and

                                       10

<PAGE>

may be lawfully sold; (iii) a Domestic Loan Party has the right to grant Liens
on such Inventory; (iv) such Inventory arose or was acquired in the ordinary
course of the business of a Domestic Loan Party and does not represent damaged,
obsolete or unsalable goods; (v) no Account or document of title has been
created or issued with respect to such Inventory; (vi) such Inventory is located
in one of the locations in one of the continental United States that is either
owned by a Loan Party or listed on Schedule 6.01(cc) or such other locations in
the continental United States as the Agent may approve in writing from time to
time (such approval not to be unreasonably withheld); (vii) such Inventory does
not consist of goods returned or rejected by a Domestic Loan Party's customers
(other than goods that are undamaged and resalable in the normal course of
business); (viii) such Inventory is not in-transit (except between locations
specified on Schedule 6.01(cc)); (ix) such Inventory does not consist of goods
that are slow moving, work-in-process (including, without limitation, machines
in the process of completion), supplies or goods that constitute packaging and
shipping materials, bill and hold goods or defective goods; (x) in the case of
raw materials used in the manufacture of finished goods, such raw materials have
been acquired by the Domestic Loan Parties during the previous twelve months;
(xi) such Inventory has not been consigned to a Domestic Loan Party's customer,
unless (a) such consigned Inventory with such customer at a particular location
has an aggregate Book Value in excess of $100,000, (b) such consigned Inventory
has been delivered to a customer location in respect of which a satisfactory
access agreement has been executed in favor of and received by the Collateral
Agent, (c) such consigned Inventory is segregated or otherwise separately
identifiable from any goods of any other Person at the applicable customer
location, (d) a UCC-1 financing statement has been filed in the jurisdiction of
the applicable customer's organization, which names such customer as debtor, the
applicable Domestic Loan Party as secured party and the Collateral Agent as
assignee of secured party and which identifies such consigned Inventory in the
possession of such customer as the collateral and (e) a notice that complies
with the terms of Section 9-324 of the Uniform Commercial Code has been
delivered to the secured creditors, if any, of the applicable customer that have
a perfected Lien in the Inventory of such customer; (xii) such Inventory is not
owned by the Designated Business; and (xiii) if such Inventory consists of
finished goods Inventory sold under a licensed trademark or if such Inventory
contains or uses a medium subject to a copyright (A) the Collateral Agent shall
have entered into a waiver letter, in form and substance satisfactory to the
Collateral Agent, with the licensor with respect to the rights of the Collateral
Agent to use the licensed trademark or copyright to sell or otherwise dispose of
such Inventory or (B) the Collateral Agent shall otherwise be satisfied, in its
reasonable discretion, that the Collateral Agent has rights to sell or dispose
of such Inventory.

                  "Employee Plan" means an employee pension benefit plan (other
than a Multiemployer Plan) covered by Title IV of ERISA and maintained (or that
was maintained at any time during the five (5) calendar years preceding the date
of any borrowing hereunder) for employees of any Loan Party or any of its ERISA
Affiliates or was contributed to (or was required to be contributed to at any
time during the five (5) calendar years preceding the date of any borrowing
hereunder) by a Loan Party or any of its ERISA Affiliates.

                  "Environmental Actions" means any complaint, summons,
citation, written notice of violation, directive, order, claim, litigation,
investigation, judicial or administrative proceeding or judgment by or letter or
other written communication from any Person or Governmental Authority resulting
or arising from any violations of Environmental Laws or Releases of Hazardous
Materials (i) from any assets, properties or businesses owned or operated by any
Loan

                                       11

<PAGE>

Party or any of its Subsidiaries or any predecessor in interest; (ii) from
adjoining properties; or (iii) onto any facilities which received Hazardous
Materials generated by any Loan Party or any of its Subsidiaries or any
predecessor in interest.

                  "Environmental Laws" means the Comprehensive Environmental
Response, Compensation and Liability Act ("CERCLA"), 42 U.S.C. 9601 et seq., as
amended; the Resource Conservation and Recovery Act ("RCRA"), 42 U.S.C. 6901 et
seq., as amended; the Clean Air Act ("CAA"), 42 U.S.C. 7401 et seq., as amended;
the Clean Water Act ("CWA"), 33 U.S.C. 1251 et seq., as amended; the
Occupational Safety and Health Act ("OSHA"), 29 U.S.C. 655 et seq., as amended;
Toxic Substances Control Act ("TOSCA"), 15 U.S.C. 2601 et seq., as amended;
Hazardous Materials Transportation Act, 49 U.S.C. 5101 et seq., as amended; the
Federal Insecticide, Fungicide, and Rodenticide Act ("FIFRA"), 7 U.S.C. 136-136y
et seq., as amended; the Emergency Planning and Community Right-to-Know Act of
1986 (Title III of SARA or "EPCRA"), 42 U.S.C. 11001, et seq., as amended; and
any other foreign, federal, state, local or municipal laws, statutes,
regulations, guidance documents, rules having the force of law or ordinances
imposing liability or establishing standards of conduct for the Release or
Handling of Hazardous Materials and the protection of the health, safety and the
environment and, to the extent relating to the Release or Handling of Hazardous
Materials, healthy and safety.

                  "Environmental Liabilities and Costs" means any monetary
obligations, losses, liabilities (including strict liability), damages, punitive
damages, consequential damages, treble damages, costs and expenses (including
all reasonable out-of-pocket fees, disbursements and expenses of counsel,
out-of-pocket expert and consulting fees and out-of pocket costs for
environmental site assessments, remedial investigation and feasibility studies),
fines, penalties, sanctions and interest incurred as a result of any
Environmental Action filed by any Governmental Authority, Person or any third
party which relate to any violations of Environmental Laws, Handling of
Hazardous Materials, Remedial Actions, Releases or threatened Releases of
Hazardous Materials from or onto (i) any property presently or, during the
period of ownership or operation by any Loan Party, formerly owned by any Loan
Party or any of its Subsidiaries or a predecessor in interest, or (ii) any
facility that received Hazardous Materials that were generated or Handled by any
Loan Party or any of its Subsidiaries or a predecessor in interest.

                  "Environmental Lien" means any Lien in favor of any
Governmental Authority for Environmental Liabilities and Costs.

                  "Environmental Permits" means any permits, licenses,
certificates, exemptions, authorizations, registrations or approvals required by
any Governmental Authority or under Environmental Laws.

                  "ERISA" means the Employee Retirement Income Security Act of
1974, as amended, and any successor statute and regulations thereunder, in each
case, as in effect from time to time. References to sections of ERISA shall be
construed also to refer to any successor sections.

                  "ERISA Affiliate" means, with respect to any Person, any trade
or business (whether or not incorporated) which is treated as a single employer
with such Person and which

                                       12

<PAGE>

would be deemed to be a "controlled group" within the meaning of Sections
414(b), (c), (m) and (o) of the Internal Revenue Code.

                  "Euro" or "(euro)" means the single currency of participating
member states of the European Union.

                  "Euro Indenture" means the Fiscal Agency Agreement, dated as
of April 6, 2000, by and among Milacron Capital, as issuer, the Parent, as
guarantor, Deutsche Bank AG London, as fiscal agent and Deutsche Bank Luxembourg
S.A., as paying agent, as the same may be amended, restated or otherwise
modified in accordance with the terms hereof.

                  "Euro Note Holders" means the Persons from time to time
holding the Euro Notes.

                  "Euro Note Restructuring Transaction" means a transaction that
refinances, restructures, replaces, exchanges, redeems, repays or modifies the
Euro Notes or the obligations owing under the Euro Indenture and in respect of
which any new and/or restructured notes or other unsecured and/or subordinated
Indebtedness, common Capital Stock (or rights exercisable solely to acquire
common Capital Stock) or preferred Capital Stock, or any combination thereof,
are issued in accordance with the terms and conditions set forth in the
definition of "New Euro Securities"; provided, that in the case of all payments
made in connection with the consummation of such transaction (including without
limitation, payment of principal, interest, fees, costs, expenses or other
obligations related thereto), the Borrowers may use proceeds of Revolving Loans
in an aggregate principal amount not exceeding $5,000,000 to fund all such
payments in respect of such transaction to the extent that after making all such
payments from such proceeds of Revolving Loans, Excess Availability exceeds
Required Availability.

                  "Euro Notes" means, collectively, the 7.625% Guaranteed Fixed
Rate Bonds due 2005 of Milacron Capital in the original aggregate principal
amount of (euro)115,000,000 issued pursuant to the Euro Indenture, as the same
may from time to time be amended, restated or otherwise modified in accordance
with the terms hereof other than amendments, restatements or other modifications
by which such notes become New Euro Securities.

                  "Event of Default" means any of the events set forth in
Section 9.01.

                  "Excess Availability" means, at any time, an amount equal to
the difference between (a) the difference between (i) the lesser of (A) the
Borrowing Base and (B) the Total Revolving A Credit Commitment and (ii) the sum
of (A) the aggregate outstanding principal amount of all Revolving A Loans and
(B) all Letter of Credit Obligations, and (b) the aggregate amount of accounts
payable of the Loan Parties that are past due beyond historical levels.

                  "Exchange Act" means the Securities Exchange Act of 1934, as
amended.

                  "Excluded Note Event" means any actual or alleged "Default" or
"Event of Default" (or any similar defined terms or concept) under, and as
defined in, or any other actual or alleged breach or violation of the terms or
conditions of, any of the Euro Notes or the Euro Indenture, whether or not
resulting in acceleration of any or all of the Euro Notes, or any action by any
Euro Note Holder and/or any agent under the Euro Indenture, in respect of the
Euro

                                       13

<PAGE>

Notes, including the acceleration of the Euro Notes or the commencement of the
exercise of enforcement rights or remedies in respect of the Euro Notes
(including any actions of the type specified in clauses (x), (y) and (z) of
Section 9.01(u)).

                  "Existing Agent" means Deutsche Bank Trust Company Americas
(formerly known as Bankers Trust Company), as administrative agent under the
Existing Credit Facility.

                  "Existing Credit Facility" means the Amended and Restated
Revolving Credit Agreement, dated as of November 30, 1998 (as amended by
Amendment No. 1 thereto dated as of March 31, 1999, Amendment No. 2 thereto
dated as of January 31, 2000, Amendment No. 3 thereto dated as of July 13, 2000,
Amendment No. 4 thereto dated as of August 8, 2001, Amendment No. 5 thereto
dated as of September 30, 2001, Amendment No. 6 thereto dated as of March 14,
2002, the letter agreement, dated as of May 3, 2002, the two letter agreements,
dated as of June 17, 2002, Amendment No. 7 thereto dated as of November 6, 2002,
the Waiver and Agreement dated as of December 30, 2002, Amendment No. 8 thereto
dated as of February 11, 2003, Amendment No. 9 thereto dated as of August 13,
2003, and Amendment No. 10 thereto dated as of November 25, 2003), among the
Parent, Milacron Kunststoffmaschinen Europa GmbH, and Milacron B.V, as
borrowers, the Existing Lenders, the Existing Agent and PNC Bank, as
documentation agent, as amended to date.

                  "Existing Lenders" means the lenders party to the Existing
Credit Facility.

                  "Existing Receivables Facility" means the Third Amended and
Restated Receivables Purchase Agreement dated as of November 15, 2001 (as
amended by Amendment No. 1 thereto dated as of June 7, 2002, Amendment No. 2
thereto dated as of August 1, 2002, Amendment No. 3 thereto dated as of December
31, 2002, Amendment No. 4 thereto dated as of January 31, 2003, Amendment No. 5
thereto dated as of September 12, 2003, Amendment No. 6 thereto dated as of
October 30, 2003 and Amendment No. 7 thereto dated as of December 22, 2003),
among the Parent and Milacron Commercial Corp., as sellers, D-M-E Company, as
DME subservicer, Uniloy Milacron Inc., as subservicer, Milacron Marketing
Company, as initial servicer, Market Street Funding Corporation, as purchaser,
and PNC Bank, National Association, as administrator.

                  "Extraordinary Receipts" means any Net Cash Proceeds, received
by any Loan Party or any of its Domestic Subsidiaries not in the ordinary course
of business (and not consisting of proceeds described in Section 2.05(c)(iii) or
(iv) hereof), including, without limitation, (i) foreign, United States, state
or local tax refunds, (ii) pension plan reversions, (iii) proceeds of insurance,
(iv) judgments, proceeds of settlements or other consideration of any kind in
connection with any cause of action, (v) condemnation awards (and payments in
lieu thereof), (vi) indemnity payments and (vii) any purchase price adjustment
received in connection with any purchase agreement.

                  "Facility" means each parcel of real property identified as a
"Facility" on Schedule 6.01(o) that is owned by a Loan Party on the Effective
Date, including, without limitation, the land on which such facility is located,
all buildings and other improvements thereon, all fixtures located at or used in
connection with such facility, all whether now or hereafter existing.

                                       14

<PAGE>

                  "Fanuc Agreement" means the Distributorship Agreement, dated
as of April 1, 1995, by and between Fanuc Ltd. and Milacron Marketing Company
(formerly known as Cincinnati Milacron Marketing Company).

                  "Federal Funds Rate" means, for any period, a fluctuating
interest rate per annum equal to, for each day during such period, 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 on the
next succeeding Business Day by the Federal Reserve Bank of New York, or, if
such rate is not so published for any day which is a Business Day, the average
of the quotations for such day on such transactions received by the
Administrative Agent from three Federal funds brokers of recognized standing
selected by it.

                  "Fee Letter" means that certain Fee Letter dated as of March
12, 2004 by and between CSFB and the Parent.

                  "Field Survey and Audit" means a field survey and audit of the
Loan Parties and an appraisal of the Collateral performed by auditors, examiners
and/or appraisers selected by the Agent, at the sole cost and expense of the
Borrowers.

                  "Final Maturity Date" means the earlier to occur of (i)
February 28, 2005, or (ii) such earlier date on which any Loan shall become due
and payable in accordance with the terms of this Agreement and the other Loan
Documents.

                  "Financial Statements" means (i) the audited consolidated
balance sheet of the Parent and its Subsidiaries for the Fiscal Year ended
December 31, 2002, and the related consolidated statement of operations,
shareholders' equity and cash flows for the Fiscal Year then ended, and (ii) the
most recent unaudited consolidated balance sheet of the Parent and its
Subsidiaries for the twelve months ended December 31, 2003, and the related
consolidated statement of operations, shareholder's equity and cash flows for
the twelve months then ended delivered to the Agent on the Effective Date
pursuant to Section 5.01(d)(xvi).

                  "Fiscal Year" means the fiscal year of the Parent and its
Subsidiaries ending on December 31 of each year.

                  "Fixed Asset Collateral" means that portion of the Collateral
consisting of real property, fixtures, equipment, Capital Stock and the proceeds
and insurance proceeds thereof; provided, however, that at any time while any
Revolving A Loans remain outstanding or any Letter of Credit Obligations remain
unpaid or are not cash-collateralized in an amount equal to 105% of the
aggregate face amount of Letters of Credit outstanding, "Fixed Asset Collateral"
shall not include that portion of the proceeds of any Disposition of Capital
Stock of any Person to the extent such Person's Accounts and Inventory are
included in the Borrowing Base supporting Revolving A Loans or Letter of Credit
Obligations.

                  "Foreign Insurance Prepayment" has the meaning specified
therefor in clause (j) of the definition of Permitted Indebtedness.

                                       15

<PAGE>

                  "Foreign Subsidiary" means any Subsidiary of a Loan Party that
is not a Domestic Subsidiary (other than Milacron Capital). For purposes of this
Agreement, no Loan Party shall be deemed to be a Foreign Subsidiary.

                  "GAAP" means generally accepted accounting principles in
effect from time to time in the United States, applied on a consistent basis,
provided that for the purpose of Section 7.03 hereof and the definitions used
therein, "GAAP" shall mean generally accepted accounting principles in effect on
the date hereof and consistent with those used in the preparation of the
Financial Statements, provided, further, that if there occurs after the date of
this Agreement any change in GAAP that affects in any respect the calculation of
any covenant contained in Section 7.03 hereof, the Collateral Agent and the
Administrative Borrower shall negotiate in good faith amendments to the
provisions of this Agreement that relate to the calculation of such covenant
with the intent of having the respective positions of the Lenders and the
Borrowers after such change in GAAP conform as nearly as possible to their
respective positions as of the date of this Agreement and, until any such
amendments have been agreed upon, the covenants in Section 7.03 hereof shall be
calculated as if no such change in GAAP has occurred.

                  "Governmental Authority" means any nation or government, any
Federal, state, city, town, municipality, county, local or other political
subdivision thereof or thereto and any department, commission, board, bureau,
instrumentality, agency or other entity exercising executive, legislative,
judicial, taxing, regulatory or administrative powers or functions of or
pertaining to government.

                  "Guaranteed Obligations" has the meaning specified therefor in
Section 11.01.

                  "Guarantor" means (i) each Subsidiary of the Parent listed as
a "Guarantor" on the signature pages hereto, and (ii) each other Person which
guarantees, pursuant to Section 7.01(b) or otherwise, all or any part of the
Obligations.

                  "Guaranty" means (i) the guaranty of each Guarantor party
hereto contained in ARTICLE XI hereof, and (ii) each guaranty substantially in
the form of Exhibit A, made by any other Guarantor in favor of the Collateral
Agent for the benefit of the Agent and the Lenders pursuant to Section 7.01(b)
or otherwise.

                  "Handle" means any manner of generating, accumulating,
storing, treating, disposing of, transporting, transferring, handling,
manufacturing or using, as any of such terms may further be defined in any
Environmental Law, any Hazardous Materials.

                  "Hazardous Material" means (a) any element, compound or
chemical that is defined, listed or otherwise classified as a contaminant,
pollutant, toxic pollutant, toxic or hazardous substance, extremely hazardous
substance or chemical, hazardous waste, special waste, or solid waste under
Environmental Laws or that is likely to cause immediately, or at some future
time, harm to or have an adverse effect on, the environment or risk to human
health or safety, including, without limitation, any pollutant, contaminant,
waste, hazardous waste, toxic substance or dangerous good which is defined or
identified in any Environmental Law and which is present in the environment in
such quantity or state that it contravenes any Environmental Law; (b) petroleum
and its refined products; (c) polychlorinated biphenyls; (d) any substance

                                       16

<PAGE>

exhibiting a hazardous waste characteristic under any Environmental Law,
including, without limitation, corrosivity, ignitability, toxicity or reactivity
as well as any radioactive or explosive materials; and (e) any
asbestos-containing materials and manufactured products containing hazardous
substances listed or classified as such under Environmental Laws.

                  "Hedging Agreement" means 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.

                   "Highest Lawful Rate" means, with respect to the Agent or any
Lender, the maximum non-usurious interest rate, if any, that at any time or from
time to time may be contracted for, taken, reserved, charged or received on the
Obligations under laws applicable to such Agent or such Lender which are
currently in effect or, to the extent allowed by law, under such applicable laws
which may hereafter be in effect and which allow a higher maximum non-usurious
interest rate than applicable laws now allow.

                  "Hilco" means Hilco Appraisal Services, LLC.

                  "Inactive Subsidiaries" means Amertool Services Corp.,
Amertool Services Inc., Milacron DISC Corp., Milacron International Sales Co.,
Cincinnati Grinders Inc., Cincinnati Milling and Grinding, Cincinnati Milling
Machine Co., Cincinnati Milacron UK Holdings Co. and Cincinnati Holding Company.

                  "Indebtedness" means, with respect to any Person, without
duplication, (i) all indebtedness of such Person for borrowed money; (ii) all
obligations of such Person for the deferred purchase price of property or
services (other than trade payables or other accounts payable incurred in the
ordinary course of such Person's business and not outstanding for more than 120
days after the date such payable was due, unless (if outstanding more than 120
days after the date such payable was due) they are being contested in good faith
and by appropriate proceedings promptly initiated and diligently conducted);
(iii) all obligations of such Person evidenced by bonds, debentures, notes or
other similar instruments or upon which interest payments are customarily made;
(iv) all reimbursement, payment or other obligations and liabilities of such
Person created or arising under any conditional sales or other title retention
agreement with respect to property used and/or acquired by such Person, even
though the rights and remedies of the lessor, seller and/or lender thereunder
may be limited to repossession or sale of such property; (v) all Capitalized
Lease Obligations of such Person; (vi) all obligations and liabilities,
contingent or otherwise, of such Person, in respect of letters of credit,
acceptances and similar facilities; (vii) all obligations and liabilities,
calculated on a basis satisfactory to the Collateral Agent and in accordance
with accepted practice, of such Person under Hedging Agreements; (viii) all
Contingent Obligations; and (ix) all obligations referred to in clauses (i)
through (x) of this definition of another Person secured by (or for which the
holder of such Indebtedness has an existing right, contingent or otherwise, to
be secured by) a Lien upon property owned by such Person, even though such
Person has not assumed or become liable for the payment of such Indebtedness.
The Indebtedness of any Person shall include the

                                       17

<PAGE>

Indebtedness of any partnership of or joint venture in which such Person is a
general partner or a joint venturer except to the extent such Person is not
liable for such Indebtedness.

                  "Indemnified Matters" has the meaning specified therefor in
Section 12.15.

                  "Indemnitees" has the meaning specified therefor in Section
12.15.

                  "Indenture Deficit" has the meaning specified therefor in
Section 2.01(c).

                  "Insolvency Proceeding" means any proceeding commenced by or
against any Person under any provision of the Bankruptcy Code or under any other
bankruptcy or insolvency law, assignments for the benefit of creditors, formal
or informal moratoria, compositions, or extensions generally with creditors, or
proceedings seeking reorganization, arrangement, or other similar relief.

                  "Intercompany Subordination Agreement" means an Intercompany
Subordination Agreement made by a Loan Party or any Subsidiary of a Loan Party
in favor of the Collateral Agent, for the benefit of the Agent and the Lenders,
substantially in the form of Exhibit G.

                  "Interest Period" means, with respect to any LIBOR Loan, the
period commencing on the borrowing date or the date of any continuation of such
LIBOR Loan, as the case may be, and ending one, two or three months thereafter,
as selected by the Administrative Borrower in the applicable notice given to the
Administrative Agent pursuant to Sections 2.02 or 2.11 hereof, provided that (i)
any Interest Period that would otherwise end on a day that is not a Business Day
shall be extended to the next succeeding Business Day, unless such Business Day
falls in another calendar month, in which case such Interest Period shall end on
the next preceding Business Day, (ii) no Interest Period for any LIBOR Loan
shall end after the Final Maturity Date, and (iii) in the case of the Revolving
A Loans, no more than eight (8) Interest Periods in the aggregate for the
Borrowers may exist at any one time, and in the case of the B-Loans, no more
than two (2) Interest Periods in the aggregate for the Borrowers may exist at
any one time.

                  "Internal Revenue Code" means the Internal Revenue Code of
1986, as amended (or any successor statute thereto) and the regulations
thereunder.

                  "Inventory" means, with respect to any Person, all goods and
merchandise of such Person, including, without limitation, all raw materials,
work-in-process, packaging, supplies, materials and finished goods of every
nature used or usable in connection with the shipping, storing, advertising or
sale of such goods and merchandise, whether now owned or hereafter acquired, and
all such other property the sale or other disposition of which would give rise
to an Account or cash.

                  "Inventory Category" means a category of Inventory consisting
of raw materials or finished goods that has been established by the
Administrative Agent in its reasonable credit judgment; it being agreed and
understood that the initial Inventory Categories shall be as set forth on
Schedule 1.01(B).

                  "Judgment Currency" has the meaning specified therefor in
Section 11.06.

                                       18

<PAGE>

                  "Landlord Waiver" means a letter in form and substance
reasonably acceptable to the Agent and executed by a landlord or mortgagee in
respect of Collateral of the Loan Parties located at any leased premises of the
Loan Parties, pursuant to which such landlord or mortgagee, as the case may be,
among other things, waives or subordinates any Lien such landlord or mortgagee
may have in respect of any Collateral.

                  "L/C Issuer" means CSFB, its successors, or such other bank as
selected by the Administrative Agent and reasonably acceptable to the
Administrative Borrower.

                  "Lease" means any lease of real property to which any Loan
Party or any of its Subsidiaries is a party as lessor or lessee.

                  "Lender" and "Lenders" have the respective meanings specified
therefor in the preamble hereto.

                  "Letter of Credit Accommodations" means, collectively, the
letters of credit, merchandise purchase or other guaranties issued under the
Total Revolving A Credit Commitment which are from time to time either (a)
issued or opened by the Administrative Agent for the account of any Borrower
pursuant to this Agreement, or (b) with respect to which the Administrative
Agent has agreed to indemnify the L/C Issuer or guaranteed to the L/C Issuer the
performance by any Borrower of its obligations to such L/C Issuer; sometimes
being referred to herein individually as a "Letter of Credit Accommodation".

                  "Letter of Credit Collateral Account" means a deposit account
with a bank reasonably acceptable to the Administrative Agent, which account
shall be under the sole dominion and control of the Collateral Agent or the
Administrative Agent and subject to a perfected, first priority security
interest in favor of the Collateral Agent or the Administrative Agent, for the
benefit of the Agent and the Lenders.

                  "Letter of Credit Fees" have the meaning specified therefor in
Section 3.01(b).

                  "Letter of Credit Obligations" means, at any time and without
duplication (i) all amounts for which the Administrative Agent may be liable
with respect to Letter of Credit Accommodations and (ii) the obligations of
Borrowers to reimburse the Administrative Agent or any Lender with respect to
Letter of Credit Accommodations.

                  "LIBOR" means, with respect to any LIBOR Loan for any Interest
Period, the rate per annum determined by the Administrative Agent at
approximately 11:00 a.m. (London time) on the date that is two Business Days
prior to the beginning of the relevant Interest Period by reference to the
British Bankers' Association Interest Settlement Rates for deposits in Dollars
(as set forth by the Bloomberg Information Service or any successor thereto or
any other service selected by the Administrative Agent which has been nominated
by the British Bankers' Association as an authorized information vendor for the
purpose of displaying such rates) for a period equal to such Interest Period;
provided that, to the extent that an interest rate is not ascertainable pursuant
to the foregoing provisions of this definition, the "LIBOR" shall be the
interest rate per annum determined by the Administrative Agent to be the average
of the rates per annum at which deposits in Dollars are offered for such
relevant Interest Period to major banks in the London interbank market in
London, England by the Administrative Agent at

                                       19

<PAGE>

approximately 11:00 a.m. (London time) on the date that is two Business Days
prior to the beginning of such Interest Period.

                  "LIBOR Loan" means a Loan bearing interest calculated based
upon the Adjusted LIBOR Rate.

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

                  "Loan" means a Revolving A Loan or a B-Loan.

                  "Loan Account" means an account maintained hereunder by the
Administrative Agent on its books of account at the Payment Office, and with
respect to the Borrowers, in which the Borrowers will be charged with all Loans
made to, and all other Obligations incurred by, the Borrowers and may include
sub-accounts for each of the Revolving A Loans and the B-Loans.

                  "Loan Document" means this Agreement, any Guaranty, the Fee
Letter, any Security Agreement, any Pledge Agreement, any Mortgage, any Cash
Management Agreement, any Concentration Account Agreement, any Control
Agreement, any UCC Filing Authorization Letter, the Contribution Agreement, the
Intercompany Subordination Agreement and any other agreement, promissory note,
other instrument and other document executed and delivered pursuant hereto or
thereto or otherwise evidencing or securing any Loan, any Letter of Credit
Obligation or any other Obligation.

                  "Loan Party" means any Borrower and any Guarantor.

                  "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 any Agent
or any Lender under any Loan Document, or (v) the validity, perfection or
priority of any and all Liens in favor of the Collateral Agent for the benefit
of the Agent and the Lenders on any of the Collateral with an aggregate fair
market value in excess of $3,000,000; provided, that a material adverse effect
on any of the items described in clauses (i) or (ii) shall not constitute a
Material Adverse Effect to the extent it is or results directly from an Excluded
Note Event.

                  "Material Contract" means, with respect to any Person, (i)
each contract or agreement to which such Person or any of its Subsidiaries is a
party involving aggregate annual consideration payable to or by such Person or
such Subsidiary of $1,000,000 or more (other than purchase orders in the
ordinary course of the business of such Person or such Subsidiary and other than
contracts that by their terms may be terminated by such Person or Subsidiary in
the ordinary course of its business upon less than 60 days' notice without
penalty or premium) and (ii) all other contracts or agreements material to the
business, operations, condition (financial or

                                       20

<PAGE>

otherwise), performance, properties or liabilities of such Person or any of its
Subsidiaries, taken as a whole, and, in the case of any Loan Party, of the Loan
Parties, taken as a whole.

                  "Milacron Assurance" means Milacron Assurance Ltd., a Bermuda
company.

                  "Milacron Capital" means Milacron Capital Holdings B.V., a
Dutch private company with limited liability.

                  "Mizuho/Glencore Transactions" means the transactions
contemplated by the Mizuho/Glencore Transaction Documents.

                  "Mizuho/Glencore Transaction Documents" means the Note
Purchase Agreement, dated as of March 12, 2004, by and among Milacron Inc.,
Mizuho International, plc ("Mizuho") and Glencore Finance AG ("Glencore"), the
securities to be sold by Milacron Inc. pursuant to the terms of such agreement,
the securities into which or for which such securities may be converted or
exchanged and/or further exchanged pursuant to the terms thereof and/or of such
agreement, the security documents, registration rights agreement and other
documents and instruments related thereto and the Subordination and
Intercreditor Agreement of even date herewith by and among Mizuho, Glencore, the
Administrative Borrower, and the Administrative Agent.

                  "Moody's" means Moody's Investors Service, Inc. and any
successor thereto.

                  "Mortgage" means a mortgage (including, without limitation, a
leasehold mortgage), deed of trust or deed to secure debt, in form and substance
reasonably satisfactory to the Collateral Agent, made by a Loan Party in favor
of the Collateral Agent for the benefit of the Agent and the Lenders, securing
the Obligations and delivered to the Collateral Agent pursuant to Section
5.01(d), Section 7.01(b), Section 7.01(n) or otherwise.

                  "Multiemployer Plan" means a "multiemployer plan" as defined
in Section 4001(a)(3) of ERISA to which any Loan Party or any of its ERISA
Affiliates has contributed to, or has been obligated to contribute, at any time
during the preceding six (6) calendar years.

                  "Net Amount of Eligible Accounts" means the aggregate unpaid
invoice amount of Eligible Accounts less, without duplication, sales, excise or
similar taxes, returns, discounts, chargebacks, claims, advance payments,
credits and allowances of any nature at any time issued, owing, granted,
outstanding, available or claimed with respect to such Eligible Accounts.

                  "Net Cash Proceeds" means, (i) with respect to any Disposition
by any Loan Party or any of its Domestic Subsidiaries, the amount of cash
received (directly or indirectly) from time to time (whether as initial
consideration or through the payment or disposition of deferred consideration)
by or on behalf of such Person or such Subsidiary, in connection therewith after
deducting therefrom only (A) the amount of any Indebtedness secured by any Lien
permitted by Section 7.02(a) on any asset (other than Indebtedness assumed by
the purchaser of such asset) which is required to be, and is, repaid in
connection with such Disposition (other than Indebtedness under this Agreement),
(B) expenses related thereto incurred by such Person or such Subsidiary in
connection therewith, (C) transfer taxes paid (or payable within 30 days after
the consummation of such Disposition) to any taxing authorities by such Person
or such Subsidiary in connection therewith, (D) net income taxes to be paid in
connection with such


                                       21

<PAGE>
Disposition (after taking into account any tax credits or deductions and any tax
sharing arrangements), (E) liabilities related to the assets sold (and not
assumed by any other Person) in an amount equal to such Person's good faith and
reasonable determination that such liabilities are payable by such Person within
30 days after the consummation of such Disposition, and (F) any reserves for
adjustments in respect of the sale price of such assets and for future
liabilities established in accordance with GAAP, (ii) with respect to the
issuance or incurrence of any Indebtedness by any Loan Party or any of its
Domestic Subsidiaries, or the sale or issuance by any Loan Party or any of its
Domestic Subsidiaries of any shares of its Capital Stock, the aggregate amount
of cash received (directly or indirectly) from time to time (whether as initial
consideration or through the payment or disposition of deferred consideration)
by or on behalf of such Person or such Subsidiary in connection therewith, after
deducting therefrom only (A) expenses related thereto incurred by such Person or
such Subsidiary in connection therewith, (B) transfer taxes paid (or payable
within 30 days after the consummation of such issuance or incurrence) by such
Person or such Subsidiary in connection therewith and (C) net income taxes to be
paid in connection therewith (after taking into account any tax credits or
deductions and any tax sharing arrangements), and (iii) with respect to
Extraordinary Receipts received by any Loan Party or any of its Domestic
Subsidiaries, the amount of cash proceeds received (directly or indirectly) from
time to time by or on behalf of such Loan Party or such Domestic Subsidiary
after deducting therefrom only (A) expenses related thereto incurred by such
Person or such Subsidiary in connection therewith, (B) transfer taxes paid (or
payable within 30 days after the consummation of such issuance or incurrence) by
such Person or such Subsidiary in connection therewith and (C) net income taxes
to be paid in connection therewith (after taking into account any tax credits or
deductions and any tax sharing arrangements); in each case of clauses (i), (ii)
and (iii) to the extent, but only to the extent, that the amounts so deducted
are (x) actually paid to a Person that, except in the case of out-of-pocket
expenses, is not an Affiliate of such Person or any of its Subsidiaries and (y)
properly attributable to such transaction or to the asset that is the subject
thereof.

                  "Net Liquidation Percentage" means, for each Inventory
Category, the percentage of the Book Value of Eligible Inventory included in
such Inventory Category that is estimated to be recoverable in an orderly
liquidation of such Eligible Inventory, net of liquidation expenses and
commissions, such percentage to be as determined from time to time by the most
recent appraisal conducted by Hilco or such other appraiser reasonably
acceptable to the Agent after consulting with the Borrowers (which appraisals by
such other appraiser will be on a basis consistent with the appraisals conducted
by Hilco).

                  "Net Liquidation Value" means, for each Inventory Category at
any time, the Net Liquidation Percentage for such Inventory Category times the
Book Value of Eligible Inventory included in such Inventory Category at such
time.

                  "New Lending Office" has the meaning specified therefor in
Section 2.08(d).

                  "New Euro Securities" means notes or other unsecured and/or
subordinated Indebtedness of the Parent and/or Milacron Capital or Capital Stock
(or rights exercisable solely to acquire common Capital Stock) or preferred
Capital Stock of the Parent, or any combination thereof, issued in connection
with or resulting from a refinancing, replacement or other restructuring of the
Euro Notes and the obligations under the Euro Indenture pursuant to a

                                       22
<PAGE>

refinancing, replacement or other restructuring transaction that complies with
the following terms and conditions (to the extent applicable): (i) the maturity
date of the New Euro Securities occurs on a date after the Final Maturity Date,
(ii) prior to the Final Maturity Date, no Liens or security interests on the
assets or properties of the Parent or any of its Subsidiaries are granted to the
holders of the New Euro Securities, (iii) prior to the Final Maturity Date, any
guaranty of the New Euro Securities is pursuant to an Acceptable Guaranty, (iv)
the principal amount or the aggregate stated value of the New Euro Securities,
issued in exchange for, or resulting from the amendment, restatement,
modification or refinancing of, the Euro Notes or the Euro Indenture, will not
exceed the principal amount of the Euro Notes outstanding immediately prior to
the refinancing, replacement or other restructuring of the Euro Notes plus any
accrued interest on such Euro Notes, (v) any interest, dividends or other
payments (other than a demand for payment as a result of an acceleration) due on
or prior to the Final Maturity Date will either (x) not be payable in cash on or
prior to the Final Maturity Date or (y) be payable in cash, and, if payable in
cash only if, before and after giving effect thereto, Excess Availability
exceeds Required Availability, and (vi) the additional terms and conditions
(other than as set forth in clauses (i) through (v) above) applicable prior to
the Final Maturity Date, taken as a whole, under the New Euro Securities are not
materially less favorable to the Lenders than the terms and conditions of the
Euro Notes or the Euro Indenture or such additional terms and conditions are
otherwise reasonable acceptable to the Agent.

                  "New US Securities" means the convertible debt and the equity
securities contemplated by the Mizuho/Glencore Transactions.

                  "Non-Core Assets" means the Designated Business and the
Designated Real Property.

                  "Non-U.S. Lender" has the meaning specified therefor in
Section 2.08(d).

                  "Note Restructuring Transaction" means any Mizuho/Glencore
Transaction or a Euro Note Restructuring Transaction.

                  "Notice of Borrowing" has the meaning specified therefor in
Section 2.02(a).

                  "Obligation Currency" has the meaning specified therefor in
Section 11.06.

                  "Obligations" means all present and future indebtedness,
obligations, and liabilities of each Loan Party to the Agent and the Lenders,
whether or not the right of payment in respect of such claim is reduced to
judgment, liquidated, unliquidated, fixed, contingent, matured, disputed,
undisputed, legal, equitable, secured, unsecured, and whether or not such claim
is discharged, stayed or otherwise affected by any proceeding referred to in
Section 9.01, which may arise under, out of, or in connection with, this
Agreement, any other Loan Document, the Letter of Credit Accommodations, or any
other document, made, delivered or given in connection herewith or therewith.
Without limiting the generality of the foregoing, the Obligations of each Loan
Party under the Loan Documents include (a) the obligation to pay principal,
interest (including, without limitation, all interest that accrues after the
commencement of any Insolvency Proceeding of any Loan Party, whether or not a
claim for post-filing interest is allowed in such proceeding), charges,
expenses, fees, attorneys' fees and disbursements,

                                       23
<PAGE>

indemnities and other amounts payable by such Person under the Loan Documents,
and (b) the obligation of such Person to reimburse any amount in respect of any
of the foregoing that the Agent or any Lender (in its sole discretion) may elect
to pay or advance on behalf of such Person.

                  "Operating Lease Obligations" means all obligations for the
payment of rent for any real or personal property under leases or agreements to
lease, other than Capitalized Lease Obligations.

                  "Other Taxes" has the meaning specified therefor in Section
2.08(b).

                  "Paid in Full" means (i) the Total Commitments shall have been
terminated, (ii) all principal of the Loans, interest thereon and all other
Obligations shall have been paid in full in cash (other than contingent
obligations or indemnification obligations for which no claim has been
asserted), and (iii) the Administrative Agent shall have received cash
collateral (or, at the Administrative Agent's option, a letter of credit issued
for the account of the relevant Borrower and at such Borrower's expense in form
and substance reasonably satisfactory to the Administrative Agent, by an issuer
reasonably acceptable to the Administrative Agent and payable to the
Administrative Agent as beneficiary) in such amounts as the Administrative Agent
determines are reasonably necessary to secure the Administrative Agent and the
Lenders from loss, cost, damage or expense, including reasonable attorneys' fees
and expenses, in connection with outstanding Letter of Credit Accommodations and
checks, remittances or other similar payments provisionally credited to the
Obligations and/or as to which the Administrative Agent or any Lender has not
yet received final payment in full and in cash. All Letter of Credit
Accommodations shall be cash collateralized (or supported by a letter of credit
as described in the preceding sentence) by an amount equal to one hundred five
percent (105%) of the amount of the Letter of Credit Accommodations then
existing.

                  "Parent" has the meaning specified therefor in the preamble
hereto.

                  "Participant Register" has the meaning specified therefor in
Section 12.07(b)(v).

                  "Payment Office" means the Administrative Agent's office
located at Eleven Madison Avenue, New York, NY 10010, or at such other office or
offices of the Administrative Agent as may be designated in writing from time to
time by the Administrative Agent to the Administrative Borrower.

                  "PBGC" means the Pension Benefit Guaranty Corporation or any
successor thereto.

                  "Permitted Holder" means (i) any employee stock ownership plan
or other employee benefit plan of the Parent and (ii) each officer and director
of the Parent as of the Effective Date and their spouses and lineal descendants.

                  "Permitted Indebtedness" means:

                  (a)      any Indebtedness owing to the Agent and any Lender
under this Agreement and the other Loan Documents;

                                       24
<PAGE>

                  (b)      any other Indebtedness listed on Schedule 7.02(b),
and the extension of maturity, refinancing or modification of the terms thereof;
provided, however, that (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 Indebtedness being extended,
refinanced or modified or are otherwise reasonably satisfactory to the Agent and
(ii) after giving effect to such extension, refinancing or modification, the
amount of such Indebtedness is not greater than the amount of Indebtedness
outstanding immediately prior to such extension, refinancing or modification;

                  (c)      Indebtedness evidenced by Capitalized Lease
Obligations entered into in order to finance Capital Expenditures made by the
Loan Parties in accordance with the provisions of Section 7.02(g), which
Indebtedness, when aggregated with the principal amount of all Indebtedness
incurred under this clause (c) and clause (d) of this definition, does not
exceed $3,000,000 at any time outstanding;

                  (d)      Indebtedness secured by a Lien permitted by clause
(e) of the definition of "Permitted Lien";

                  (e)      Indebtedness permitted under Section 7.02(e);

                  (f)      Indebtedness arising out of or in connection with the
Mizuho/Glencore Transaction Documents;

                  (g)      Indebtedness evidenced by the Euro Notes, and the
extension of maturity, refinancing or modification of the terms thereof to the
extent such extension, refinancing or modification is pursuant to the Euro Note
Restructuring Transaction;

                  (h)      Acceptable Guaranties in respect of the Indebtedness
(if any) evidenced by the New US Securities or the New Euro Securities;

                  (i)      Indebtedness 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 (o) of
this definition) the aggregate outstanding principal amount not at any time
exceeding $20,000,000 and the extension of maturity, refinancing or modification
of the terms thereof; provided however, that the terms and conditions of such
arrangements, taken as a whole, are not less favorable to the Loan Parties and
the Lenders than the terms and conditions of such Indebtedness existing on the
Effective Date, or are otherwise reasonably acceptable to the Agent and the
Required Lenders; and

                  (j)      the following intercompany Indebtedness: (i)
Indebtedness of any Domestic Loan Party to any other Domestic Loan Party, to the
extent such Indebtedness is (A) evidenced by a promissory note with terms and
provisions reasonably acceptable to the Collateral Agent, (B) promptly pledged
to the Collateral Agent pursuant to the Pledge Agreement, and (C) subject to an
Intercompany Subordination Agreement or such other subordination provisions
acceptable to the Collateral Agent; (ii) Indebtedness of any Foreign Subsidiary
of Milacron Capital to any other Foreign Subsidiary of Milacron Capital; (iii)
Indebtedness of any Foreign Subsidiary (other than any Subsidiary of Milacron
Capital) to any other Foreign Subsidiary (other than any Subsidiary of Milacron
Capital); (iv) Indebtedness of

                                       25

<PAGE>

any Domestic Subsidiary that is not a Loan Party to any other Domestic
Subsidiary that is not a Loan Party to the extent that the aggregate principal
amount of such Indebtedness outstanding at any time does not exceed $250,000;
(v) unsecured Indebtedness 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 Indebtedness is subject to an Intercompany Subordination
Agreement or such other subordination provisions acceptable to the Collateral
Agent; (vi) unsecured Indebtedness of the Parent owing to Milacron Assurance in
connection with the self-insurance program of the Parent and its Subsidiaries to
the extent such Indebtedness (A) is evidenced by a promissory note with terms
and provisions reasonably acceptable to the Collateral Agent, (B) is subject to
an Intercompany Subordination Agreement or such other subordination provisions
acceptable to the Collateral 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 Parent and the Subsidiaries
permitted under Section 7.01(h) and (D) to the extent repaid by the Parent 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 US
dollar amount equal to the amount repaid by the Parent for such purpose (the
"Foreign Insurance Repayment"); and (vii) Indebtedness of any Foreign Subsidiary
owing to any Loan Party existing as of the Effective Date (but not the increase,
extension of maturity, refinancing or other modification thereof), which, on the
Effective Date, the aggregate outstanding principal amount is equal to
approximately $11,000,000;

                  (k)      (i) Indebtedness incurred by any Loan Party under
Hedging Agreements provided by the Agent, any Lender or any Affiliate of the
Agent or any Lender entered into the ordinary course of financial management and
not for speculative purposes; provided, however, that not more than $2,000,000
of such Indebtedness may be secured by the Current Asset Collateral if and to
the extent permitted under the Euro Note Indenture and (ii) Indebtedness
incurred by any Loan Party under Hedging Agreements entered into the ordinary
course of financial management and not for speculative purposes;

                  (l)      Indebtedness arising from judgments, orders or other
awards to the extent not constituting an Event of Default;

                  (m)      Contingent Obligations to the extent the "primary
obligations" of the "primary obligor" are not prohibited by this Agreement or
any other Loan Agreement, but excluding Contingent Obligations with respect to
the Euro Notes or the New US Securities or New Euro Securities;

                  (n)      letters of credit that are set forth on Schedule
7.02(b) issued under the Existing Credit Facility;

                  (o)      unsecured Indebtedness in respect of customer
financing programs (including lease transactions) in an aggregate principal
amount outstanding not at any time exceeding $15,000,000; and

                  (p)      Indebtedness evidenced by the Securities.

                                       26
<PAGE>

                  "Permitted Investments" means (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 or A-1 by 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, 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; (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.

                  "Permitted Liens" means:

                  (a)      Liens securing the Obligations;

                  (b)      Liens for taxes, assessments and governmental charges
the payment of which is not required under Section 7.01(c);

                  (c)      Liens imposed by law, such as carriers',
warehousemen's, mechanics', materialmen's and other similar Liens arising in the
ordinary course of business and securing obligations (other than Indebtedness
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;

                  (d)      Liens described on Schedule 7.02(a), and the
extension of maturity, refinancing or other modification of the terms thereof,
but not the extension of coverage thereof to other property or the extension,
refinancing or other modification of the terms thereof to increase the amount of
the Indebtedness secured thereby;

                  (e)      (i) purchase money Liens (including precautionary
Lien filings made under the Uniform Commercial 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 Indebtedness incurred solely for the purpose of financing the acquisition of
such equipment or (ii) Liens existing on such equipment at the time of its
acquisition; provided, however, that (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 Indebtedness secured by any or all such Liens
shall not exceed at any one time outstanding $1,000,000;

                  (f)      deposits and pledges of cash securing (i) obligations
incurred in respect of workers' compensation, unemployment insurance, automobile
liability or other forms of

                                       27
<PAGE>

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, (iv) the letters of credit
permitted under clause (n) of the definition of Permitted Indebtedness, or (v)
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
such cash deposited or pledged at any time does not exceed $2,500,000;

                  (g)      (i) 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, and any other Lien described in a Title
Insurance Policy with respect to any real property subject to a Mortgage and
(ii) Liens limited to the real property subject to a Lease of any Loan Party
affecting the interest of the landlord of any such Lease (and any underlying
landlord in the case of a ground lease);

                  (h)      Liens securing Indebtedness permitted by subsection
(c) of the definition of Permitted Indebtedness, and Liens securing Hedging
Agreements permitted by subsection (k) of the definition of Permitted
Indebtedness, to the extent permitted therein, to the extent such Hedging
Agreements are with the Agent, a Lender or any Affiliates of the foregoing;

                  (i)      Liens of landlords arising under real property Leases
to the extent (x) the real property subject to such Liens is subject to a
Landlord Waiver to the extent required pursuant to Section 7.01(m), and (y) such
Liens arise in the ordinary course of business and do not serve and do not
secure any past due obligation for the payment of money;

                  (j)      bankers' Liens with respect to depository account
arrangements entered into in the ordinary course of business securing
obligations not past due;

                  (k)      Liens in favor of any Loan Party in the assets or
property of a Subsidiary of the Parent that is not a Loan Party;

                  (l)      Liens arising from judgments, orders, or other awards
not constituting an Event of Default;

                  (m)      Liens constituting precautionary Lien filings made
under the Uniform Commercial Code of any jurisdiction by PNC Bank, National
Association, pursuant to the Purchase Agreement, dated as of September 24, 1999,
between PNC Bank, National Association, and the Parent;

                  (n)      Liens of the L/C Issuer required to be granted in
connection with Letter of Credit Accommodations;

                  (o)      Liens securing indebtedness permitted by subsection
(f) or (p) of the definition of Permitted Indebtedness; and

                                       28
<PAGE>

                  (p)      other Liens of the Loan Parties securing obligations
not exceeding $500,000, provided, that, to the extent that such Liens are
consensual, such Liens are not on any Accounts or Inventory of any Loan Party or
on any Capital Stock or other instruments pledged under the Pledge Agreement.

                  "Person" means an individual, corporation, limited liability
company, partnership, association, joint-stock company, trust, unincorporated
organization, joint venture or other enterprise or entity or Governmental
Authority.

                  "Plan" means any Employee Plan or Multiemployer Plan.

                  "Pledge Agreement" means (i) a Pledge and Security Agreement
made by a Loan Party in favor of the Collateral Agent for the benefit of the
Agent and the Lenders, substantially in the form of Exhibit C, securing the
Obligations and delivered to the Collateral Agent and (ii) any pledge agreement
or similar agreement or instrument made by a Loan Party in favor of the
Collateral Agent for the benefit of the Agent and the Lenders providing for the
pledge of the Capital Stock of any Foreign Subsidiary in accordance with the
requirements of law of a foreign jurisdiction.

                  "Post-Default Rate" means a rate of interest per annum equal
to the rate of interest otherwise in effect from time to time pursuant to the
terms of this Agreement plus 2.0%, or, if a rate of interest is not otherwise in
effect, the greater of (i) the Reference Rate plus 10.0% and (ii) 14.0%.

                  "Pro Rata Share" means:

                  (a)      with respect to a Lender's obligation to make
Revolving A Loans and receive payments of interest, fees, and principal with
respect thereto, the percentage obtained by dividing (i) such Lender's Revolving
A Credit Commitment, by (ii) the Total Revolving A Credit Commitment, provided,
that, if the Total Revolving A Credit Commitment has been reduced to zero, the
numerator shall be the aggregate unpaid principal amount of such Lender's
Revolving A Loans (including Agent Advances) and its interest in the Letter of
Credit Obligations and the denominator shall be the aggregate unpaid principal
amount of all Revolving A Loans (including Agent Advances) and Letter of Credit
Obligations,

                  (b)      with respect to a Lender's obligation to make B-Loans
and receive payments of interest, fees, and principal with respect thereto, the
percentage obtained by dividing (i) such Lender's B-Commitment, by (ii) the
Total B-Commitment, provided, that, if the Total B-Commitment has been reduced
to zero, the numerator shall be the aggregate unpaid principal amount of such
Lender's B-Loans and the denominator shall be the aggregate unpaid principal
amount of all B-Loans, and

                  (c)      with respect to all other matters (including, without
limitation, the indemnification obligations arising under Section 10.05), the
percentage obtained by dividing (i) the sum of such Lender's Revolving A Credit
Commitment and B-Commitment, by (ii) the sum of the Total Revolving A Credit
Commitment and Total B-Commitment, provided, that, if any of such Lender's
Revolving A Credit Commitment or B-Commitment shall have been reduced to zero,
such Lender's Revolving A Credit Commitment or B-Commitment, as the case

                                       29

<PAGE>

may be, shall be deemed to be the aggregate unpaid principal amount of such
Lender's Revolving A Loans or B-Loans, as the case may be (including Agent
Advances) and its interest in the Letter of Credit Obligations and if any of the
Total Revolving A Credit Commitment or Total B-Commitment shall have been
reduced to zero, the Total Revolving A Credit Commitment or Total B-Commitment,
as the case may be, shall be deemed to be the aggregate unpaid principal amount
of all Revolving A Loans (including Agent Advances) and Letter of Credit
Obligations or B-Loans.

                  "Rating Agencies" has the meaning specified therefor in
Section 2.07.

                  "Receivables" means all of the following now owned or
hereafter arising or acquired property of each Loan Party: (i) all Accounts;
(ii) all interest, fees, late charges, penalties, collection fees and other
amounts due or to become due or otherwise payable in connection with any
Account; (iii) all payment intangibles of such Loan Party; (iv) letters of
credit, indemnities, guarantees, security or other deposits and proceeds thereof
issued payable to any Loan Party or otherwise in favor of or delivered to any
Loan Party in connection with any Account; or (v) all other accounts, contract
rights, chattel paper, instruments, notes, general intangibles and other forms
of obligations owing to any Loan Party, whether from the sale and lease of goods
or other property, licensing of any property (including intellectual property or
other general intangibles), rendition of services or from loans or advances by
any Loan Party or to or for the benefit of any third person (including loans or
advances to any Affiliates or Subsidiaries of any Loan Party) or otherwise
associated with any Accounts, Inventory or general intangibles of any Loan Party
(including, without limitation, chooses in action, causes of action, tax
refunds, tax refund claims, any funds which may become payable to any Loan Party
in connection with the termination of any Plan or other employee benefit plan
and any other amounts payable to any Loan Party from any Plan or other employee
benefit plan, rights and claims against carriers and shippers, rights to
indemnification, business interruption insurance and proceeds thereof, casualty
or any similar types of insurance and any proceeds thereof and proceeds of
insurance covering the lives of employees on which any Loan Party is a
beneficiary).

                  "Reference Rate" means the rate of interest publicly announced
by CSFB in New York, New York from time to time as its reference rate, base rate
or prime rate. The reference rate, base rate or prime rate is determined from
time to time by CSFB as a means of pricing some loans to its borrowers and
neither is tied to any external rate of interest or index nor necessarily
reflects the lowest rate of interest actually charged by CSFB to any particular
class or category of customers. Each change in the Reference Rate shall be
effective from and including the date such change is publicly announced as being
effective.

                  "Reference Rate Loan" means a Loan bearing interest based upon
the Reference Rate.

                  "Register" has the meaning specified therefor in Section
12.07(b)(ii).

                  "Registered Loan" has the meaning specified therefor in
Section 12.07(b)(ii).

                                       30
<PAGE>

                  "Regulation T", "Regulation U" and "Regulation X" mean,
respectively, Regulations T, U and X of the Board or any successor, as the same
may be amended or supplemented from time to time.

                  "Related Parties" shall mean, with respect to any specified
Person, such Person's Affiliates and the respective directors, officers,
trustees, employees, agents and advisors of such Person and such Person's
Affiliates.

                  "Release" means any spilling, leaking, pumping, pouring,
emitting, emptying, discharging, injecting, escaping, leaching, seeping,
migrating, dumping or disposing of any Hazardous Material (including the
abandonment or discarding of barrels, containers and other closed receptacles
containing any Hazardous Material) into the indoor or outdoor environment,
including, without limitation, the movement of Hazardous Materials through or in
the ambient air, soil or surface or ground water.

                  "Remedial Action" means all actions taken pursuant to
Environmental Laws to (i) clean up, remove, remediate, contain, treat, monitor,
assess, evaluate or in any other way address Hazardous Materials in the indoor
or outdoor environment; (ii) prevent or minimize a Release or threatened Release
of Hazardous Materials so they do not migrate or endanger or threaten to
endanger public health or welfare or the indoor or outdoor environment; (iii)
perform pre-remedial studies and investigations and post-remedial operation and
maintenance activities; or (iv) perform any other actions authorized by 42
U.S.C. Section 9601.

                  "Reportable Event" means an event described in Section 4043 of
ERISA (other than an event for which notice to the PBGC is waived under the
regulations promulgated under such Section).

                  "Required A Lenders" means the Revolving A Lenders whose Pro
Rata Share (as defined under clause (a) of such definition) of the Revolving A
Credit Commitments aggregate more than 50%.

                  "Required Availability" means an amount equal to $25,000,000.

                  "Required B Lenders" means the B-Lenders whose Pro Rata Share
(as defined under clause (b) of such definition) of the B-Commitments aggregate
more than 50%.

                  "Required Lenders" means the Required A Lenders and the
Required B Lenders.

                  "Reserve Percentage" means, on any day, for any Lender, the
maximum percentage prescribed by the Board (or any successor Governmental
Authority) for determining the reserve requirements (including any basic,
supplemental, marginal, or emergency reserves) that are in effect on such date
with respect to eurocurrency funding (currently referred to as "eurocurrency
liabilities") of that Lender, but so long as such Lender is not required or
directed under applicable regulations to maintain such reserves, the Reserve
Percentage shall be zero.

                  "Reserves" means as of any date of determination, such amounts
as the Administrative Agent may from time to time establish and revise in its
reasonable credit judgment reducing the amount of Revolving A Loans and Letter
of Credit Accommodations

                                       31
<PAGE>

which would otherwise be available to the Borrowers under the lending formula(s)
provided for herein: (a) to reflect events, conditions, contingencies or risks
which, as determined by the Administrative Agent in its reasonable credit
judgment, adversely affect, or have a reasonable likelihood of adversely
affecting, either (i) the Collateral or any other property which is security for
the Obligations or its value, (ii) the assets or business of any Loan Party or
(iii) the security interests and other rights of the Agent and the Lenders in
the Collateral (including the enforceability, perfection and priority
(including, without limitation, in respect of any Liens, whether or not
permitted by Section 8.03, which may have priority over the Liens securing the
Obligations) thereof), (b) to reflect the Administrative Agent's reasonable
belief that any collateral report or financial information furnished by or on
behalf of any Borrower to the Administrative Agent is incomplete, inaccurate or
misleading in any material respect, (c) if the dilution with respect to the
Accounts for any period has increased or may be reasonably anticipated to
increase above historical levels or (d) in respect of unpaid medical claims
associated with the Borrowers' self-insurance program in excess of historical
amounts. To the extent the Administrative Agent may establish new criteria or
revise existing criteria for Eligible Accounts or Eligible Inventory so as to
address any circumstances, condition, event or contingency in a manner
reasonably satisfactory to the Administrative Agent, the Administrative Agent
shall not establish a Reserve for the same purpose. The amount of any Reserve
established by the Administrative Agent shall have a reasonable relationship to
the event, condition or other matter which is the basis for such reserve as
determined by the Administrative Agent in its reasonable credit judgment and
shall promptly be reduced or eliminated to the extent such event, condition or
other matter no longer reasonably justifies such reserve. Without limiting the
foregoing, the Administrative Agent shall be entitled to establish reserves in
accordance with Section 2.05(f).

                  "Revolving A Credit Commitment" means, with respect to each
Lender, the commitment of such Lender to make Revolving A Loans to the Borrowers
in the amount set forth opposite such Lender's name in Schedule 1.01(A) hereto,
as such amount may be terminated or reduced from time to time in accordance with
the terms of this Agreement.

                  "Revolving A Loan" means a loan made by a Lender to the
Borrowers pursuant to Section 2.01(a)(i).

                  "Revolving A Lender" means a Lender with a Revolving A Credit
Commitment, a Revolving A Loan or a Letter of Credit Obligation.

                  "SEC" means the Securities and Exchange Commission or any
other similar or successor agency of the Federal government administering the
Securities Act.

                  "Securities" has the meaning specified in Section 5.01(l).

                  "Securities Act" means the Securities Act of 1933, as amended,
or any similar Federal statute, and the rules and regulations of the SEC
thereunder, all as the same shall be in effect from time to time.

                  "Securitization" has the meaning specified therefor in Section
2.07.

                                       32
<PAGE>

                  "Security Agreement" means a Security Agreement made by a Loan
Party in favor of the Collateral Agent for the benefit of the Agent and the
Lenders, substantially in the form of Exhibit B, securing the Obligations and
delivered to the Collateral Agent.

                  "Settlement Period" has the meaning specified therefor in
Section 3.04(b) hereof.

                  "Standard & Poor's" means Standard & Poor's Ratings Services,
a division of The McGraw-Hill Companies, Inc. and any successor thereto.

                  "Stockholder Approval" has the meaning specified in the
Mizuho/Glencore Transaction Documents.

                  "Subordination and Intercreditor Agreement" means that certain
Subordination and Intercreditor Agreement dated as of March 12, 2004 by and
among the Agent, Mizuho, Glencore, the Administrative Borrower, and Milacron
Capital Holdings B.V.

                  "Subsidiary" means, with respect to any Person at any date,
any corporation, limited or general partnership, limited liability company,
trust, estate, association, joint venture or other business entity (i) the
accounts of which would be consolidated with those of such Person in such
Person's consolidated financial statements if such financial statements were
prepared in accordance with GAAP or (ii) of which more than 50% of (A) the
outstanding Capital Stock having (in the absence of contingencies) ordinary
voting power to elect a majority of the board of directors or other managing
body of such Person, (B) in the case of a partnership or limited liability
company, the interest in the capital or profits of such partnership or limited
liability company or (C) in the case of a trust, estate, association, joint
venture or other entity, the beneficial interest in such trust, estate,
association or other entity business is, at the time of determination, owned or
controlled directly or indirectly through one or more intermediaries, by such
Person.

                  "Taxes" has the meaning specified therefor in Section 2.08(a).

                  "Termination Event" means (i) a Reportable Event with respect
to any Employee Plan, (ii) any event that causes any Loan Party or any of its
ERISA Affiliates to incur liability under Section 409, 502(i), 502(l), 515,
4062, 4063, 4064, 4069, 4201, 4204 or 4212 of ERISA or Section 4971 or 4975 of
the Internal Revenue Code, (iii) the filing of a notice of intent to terminate
an Employee Plan or the treatment of an Employee Plan amendment as a termination
under Section 4041 of ERISA, (iv) the institution of proceedings by the PBGC to
terminate an Employee Plan, or (v) any other event or condition which might
constitute grounds under Section 4042 of ERISA for the termination of, or the
appointment of a trustee to administer, any Employee Plan.

                  "Title Insurance Policy" means a mortgagee's loan policy, in
form and substance satisfactory to the Collateral Agent, together with all
endorsements made from time to time thereto, issued by or on behalf of First
American Title Insurance Company, insuring the Lien created by a Mortgage in an
amount and on terms reasonably satisfactory to the Collateral Agent, delivered
to the Collateral Agent.

                  "Transferee" has the meaning specified therefor in Section
2.08(a).

                                       33
<PAGE>

                  "Total Revolving A Credit Commitment" means the sum of the
amounts of the Lenders' Revolving A Credit Commitments.

                  "Total B-Commitment" means the sum of the amounts of the
Lenders' B-Commitments.

                  "Total Commitment" means the sum of the Total Revolving A
Credit Commitment and the Total B-Commitment.

                  "UCC Filing Authorization Letter" means a letter duly executed
by each Loan Party authorizing the Collateral Agent to file appropriate
financing statements on Form UCC without the signature of such Loan Party in
such office or offices as may be necessary or, in the opinion of the Collateral
Agent, desirable to perfect the security interests purported to be created by
each Security Agreement, each Pledge Agreement and each Mortgage.

                  "Uniform Commercial Code" has the meaning specified therefor
in Section 1.03.

                  "Unused Line Fee" has the meaning specified therefor in
Section 2.06(b).

                  "WARN" has the meaning specified therefor in Section 6.01(y).

                  Section 1.02 Terms Generally. The definitions of terms herein
shall apply equally to the singular and plural forms of the terms defined.
Whenever the context may require, any pronoun shall include the corresponding
masculine, feminine and neuter forms. The words "include", "includes" and
"including" shall be deemed to be followed by the phrase "without limitation".
The word "will" shall be construed to have the same meaning and effect as the
word "shall". Unless the context requires otherwise, (a) any definition of or
reference to any agreement, instrument or other document herein shall be
construed as referring to such agreement, instrument or other document as from
time to time amended, supplemented or otherwise modified (subject to any
restrictions on such amendments, supplements or modifications set forth herein),
(b) any reference herein to any Person shall be construed to include such
Person's successors and assigns, (c) the words "herein", "hereof" and
"hereunder", and words of similar import, shall be construed to refer to this
Agreement in its entirety and not to any particular provision hereof, (d) all
references herein to Articles, Sections, Exhibits and Schedules shall be
construed to refer to Articles and Sections of, and Exhibits and Schedules to,
this Agreement and (e) the words "asset" and "property" shall be construed to
have the same meaning and effect and to refer to any right or interest in or to
assets and properties of any kind whatsoever, whether real, personal or mixed
and whether tangible or intangible. References in this Agreement to
"determination" by the Agent include good faith estimates by the Agent (in the
case of quantitative determinations) and good faith beliefs by the Agent (in the
case of qualitative determinations).

                  Section 1.03 Accounting and Other Terms. Unless otherwise
expressly provided herein, each accounting term used herein shall have the
meaning given it under GAAP applied on a basis consistent with those used in
preparing the Financial Statements. All terms used in this Agreement which are
defined in Article 8 or Article 9 of the Uniform Commercial Code as in effect
from time to time in the State of New York (the "Uniform Commercial Code") and
which are not otherwise defined herein shall have the same meanings herein as
set forth therein,

                                       34
<PAGE>

provided that terms used herein which are defined in the Uniform Commercial Code
as in effect in the State of New York on the date hereof shall continue to have
the same meaning notwithstanding any replacement or amendment of such statute
except as the Agent may otherwise determine.

                  Section 1.04 Time References. Unless otherwise indicated
herein, all references to time of day refer to Eastern Standard Time or Eastern
daylight saving time, as in effect in New York City on such day. For purposes of
the computation of a period 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 means "to but excluding"; provided, however, that with respect to a
computation of fees or interest payable to the Agent, any Lender or the L/C
Issuer, such period shall in any event consist of at least one full day.

                                  ARTICLE II.

                                   THE LOANS

                  Section 2.01 Commitments. (a) Subject to the terms and
conditions and relying upon the representations and warranties herein set forth:

                           (i)      each Revolving A Lender severally agrees to
make Revolving A Loans to the Borrowers at any time and from time to time from
the Effective Date to the Final Maturity Date, or until the earlier reduction of
its Revolving A Credit Commitment to zero in accordance with the terms hereof,
in an aggregate principal amount of Revolving A Loans at any time outstanding
not to exceed the amount of such Lender's Revolving A Credit Commitment; and

                           (ii)     each B-Lender severally agrees to make a
B-Loans] to the Borrowers on the Effective Date in the amount of such Lender's
B-Commitment.

                  (b)      Notwithstanding the foregoing:

                           (i)      The aggregate principal amount of the
Revolving A Loans outstanding at any time to the Borrowers shall not exceed the
difference between (A) the lesser of (x) the Total Revolving A Credit Commitment
and (y) the then current Borrowing Base and (B) the aggregate Letter of Credit
Obligations.

                           (ii)     Any principal amount of the B-Loans which is
repaid or prepaid may not be reborrowed. Upon funding of the B-Loans, the
B-Commitment of each B-Lender shall automatically and permanently be reduced to
zero on the Effective Date..

                           (iii)    [Reserved]

                           (iv)     The Revolving A Credit Commitment shall
automatically and permanently be reduced to zero on the Final Maturity Date.
Within the foregoing limits, the Borrowers may borrow, repay and reborrow the
Revolving A Loans, on or after the Effective Date and prior to the Final
Maturity Date, subject to the terms, provisions and limitations set forth
herein.

                                       35
<PAGE>

                  (c)      The Lenders shall have no obligation to make any
Loans if, either immediately before or after giving effect to such Loans, the
aggregate amount of the Loans plus the Letter of Credit Obligations exceeds or
will exceed the amount of Indebtedness permitted to be incurred under the Euro
Indenture (the amount of any such excess is hereafter referred to as the
"Indenture Deficit"), if such Indenture is in effect.

                  Section 2.02 Making the Loans. (a) The Administrative Borrower
shall give the Administrative Agent prior telephonic notice (promptly confirmed
in writing, in substantially the form of Exhibit D hereto (a "Notice of
Borrowing")), not later than (i) in the case of a borrowing consisting of
Reference Rate Loans, 12:00 noon (New York City time) on the borrowing date of
the proposed Reference Rate Loan and (ii) in the case of a borrowing consisting
of LIBOR Loans, 12:00 noon (New York City time) on the date that is three
Business Days prior to the proposed borrowing). Such Notice of Borrowing shall
be irrevocable and shall specify (i) the principal amount of the proposed Loan,
(ii) whether such Loan is requested to be a Reference Rate Loan or a LIBOR Loan
and, in the case of a LIBOR Loan, the initial Interest Period with respect
thereto, (iii) the proposed borrowing date, which must be a Business Day, and
(iv) whether such Loan is requested to be a Revolving A Loan or a B-Loan. The
Administrative Agent and the Lenders may act without liability upon the basis of
written, telecopied or telephonic notice believed by the Administrative Agent in
good faith to be from the Administrative Borrower (or from any Authorized
Officer thereof designated in writing purportedly from the Administrative
Borrower to the Administrative Agent). Each Borrower hereby waives the right to
dispute the Administrative Agent's record of the terms of any such telephonic
Notice of Borrowing absent manifest error. The Administrative Agent and each
Lender shall be entitled to rely conclusively on any Authorized Officer's
authority to request a Loan on behalf of the Borrowers until the Administrative
Agent receives written notice to the contrary. The Administrative Agent and the
Lenders shall have no duty to verify the authenticity of the signature appearing
on any written Notice of Borrowing.

                  (b)      Each Notice of Borrowing pursuant to this Section
2.02 shall be irrevocable and the Borrowers shall be bound to make a borrowing
in accordance therewith. Each Revolving A Loan that is a LIBOR Loan shall be
made in a minimum amount of $1,000,000 and in integral multiples of $500,000 in
excess thereof; it being agreed and understood that no such minimum amounts
shall apply with respect to Revolving A Loans that are Reference Rate Loans.
Each B-Loan shall be made in a minimum amount of $2,500,000.

                  Section 2.03 Repayment of Loans; Evidence of Debt. (a) The
outstanding principal of all Loans shall be due and payable on the Final
Maturity Date.

                  (b)      Each Lender shall maintain in accordance with its
usual practice an account or accounts evidencing the Indebtedness of the
Borrowers to such Lender resulting from each Loan made by such Lender, including
the amounts of principal and interest payable and paid to such Lender from time
to time hereunder.

                  (c)      The Administrative Agent shall maintain accounts in
which it shall record (i) the amount of each Loan made hereunder, (ii) the
amount of any principal or interest due and payable or to become due and payable
from the Borrowers to each Lender hereunder and (iii) the

                                       36
<PAGE>

amount of any sum received by the Administrative Agent hereunder for the account
of the Lenders and each Lender's share thereof.

                  (d)      The entries made in the accounts maintained pursuant
to paragraph (b) or (c) of this Section shall be prima facie evidence of the
existence and amounts of the obligations recorded therein; provided that the
failure of any Lender or the Administrative Agent to maintain such accounts or
any error therein shall not in any manner affect the obligation of the Borrowers
to repay the Loans in accordance with the terms of this Agreement.

                  (e)      Any Lender may request that Loans made by it be
evidenced by a promissory note. In such event, the Borrowers shall execute and
deliver to such Lender a promissory note payable to such Lender (or, if
requested by such Lender, to such Lender and its registered assigns) in a form
furnished by the Collateral Agent and reasonably acceptable to the
Administrative Borrower. Thereafter, the Loans evidenced by such promissory note
and interest thereon shall at all times (including after assignment pursuant to
Section 12.07) be represented by one or more promissory notes in such form
payable to the payee named therein (or, if such promissory note is a registered
note, to such payee and its registered assigns).

                  Section 2.04 Interest.

                  (a)      Loans.

                           (i)      Subject to the terms of this Agreement, at
the option of the Borrowers, each Revolving A Loan will either be a LIBOR Loan
or a Reference Rate Loan. Each Revolving A Loan that is a LIBOR Loan shall bear
interest on the principal amount thereof from time to time outstanding from the
date of such Loan until such principal amount becomes due, at a rate per annum
equal to the greater of (A) the Adjusted LIBOR Rate for the Interest Period in
effect for such Revolving A Loan plus 3.25% and (B) 4.75%. Each Revolving A Loan
which is a Reference Rate Loan shall bear interest on the principal amount
thereof from time to time outstanding, from the date of such Loan until such
principal amount becomes due, at a rate per annum equal to the greater of (x)
the Reference Rate plus 1.50% and (y) 5.5%.

                           (ii)     Subject to the terms of this Agreement, at
the option of the Borrowers, each B-Loan will either be a LIBOR Loan or a
Reference Rate Loan. Each B-Loan that is a LIBOR Loan shall bear interest on the
principal amount thereof from time to time outstanding from the date of such
Loan until such principal amount becomes due, at a rate per annum equal to the
greater of (A) the Adjusted LIBOR Rate for the Interest Period in effect for
such B-Loan plus 10.5% and (B) 12.0%. Each B-Loan which is a Reference Rate Loan
shall bear interest on the principal amount thereof from time to time
outstanding, from the date of such Loan until such principal amount becomes due,
at a rate per annum equal to the greater of (x) the Reference Rate plus 8.0% and
(y) 12.0%.

                  (b)      Default Interest. To the extent permitted by law,
upon the occurrence and during the continuance of an Event of Default, the
principal of, and all accrued and unpaid interest on, all Loans, fees,
indemnities or any other Obligations of the Loan Parties under this Agreement
and the other Loan Documents, shall bear interest, from the date such Event of

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<PAGE>

Default occurred until the date such Event of Default is cured or waived in
writing in accordance herewith, at a rate per annum equal at all times to the
Post-Default Rate.

                  (c)      Interest Payment. Interest on each Loan shall be
payable monthly, in arrears, on the first day of each month, commencing on the
first day of the month following the month in which such Loan is made and at
maturity (whether upon demand, by acceleration or otherwise). Interest at the
Post-Default Rate shall be payable on demand. Each Borrower hereby authorizes
the Administrative Agent to, and the Administrative Agent may, from time to
time, charge the Loan Account pursuant to Section 4.02 with the amount of any
interest payment due hereunder.

                  (d)      General. All interest shall be computed on the basis
of a year of 360 days for the actual number of days, including the first day but
excluding the last day, elapsed.

                  Section 2.05 Reduction of Commitment; Prepayment of Loans.
Reduction of Commitments.

                           (i)      The Total Revolving A Credit Commitment
shall terminate on the Final Maturity Date. The Borrowers may, without premium
or penalty, reduce the Total Revolving A Credit Commitment to an amount (which
may be zero) not less than the sum of (I) the aggregate unpaid principal amount
of all Revolving A Loans then outstanding, (II) the aggregate principal amount
of all Revolving A Loans not yet made as to which a Notice of Borrowing has been
given by the Administrative Borrower under Section 2.02, (III) the Letter of
Credit Obligations at such time and (IV) the stated amount of all Letter of
Credit Accommodations not yet issued as to which a request has been made and not
withdrawn..

                           (ii)     Each such reduction shall be in an amount
which is an integral multiple of $1,000,000 (unless the Total Revolving A Credit
Commitment in effect immediately prior to such reduction is less than
$1,000,000), shall be made by providing not less than three (3) Business Days'
prior written notice to the Administrative Agent and shall be irrevocable. Once
reduced, the applicable Total Revolving A Credit Commitment may not be
increased.

                           (iii)    Each such reduction of the Total Revolving A
Credit Commitment shall reduce the applicable Commitment of each Revolving A
Lender proportionately in accordance with its Pro Rata Share thereof.

                  (b)      Optional Prepayment.

                           (i)      Revolving A Loans. The Borrowers may prepay
without penalty or premium the principal of any Revolving A Loan, in whole or in
part, at any time.

                           (ii)     B-Loans. The Borrowers may, upon at least
three (3) Business Days' prior written notice to the Administrative Agent,
prepay without penalty or premium, the principal of any B-Loan, in whole or in
part; provided, that, notwithstanding the foregoing, except in connection with
the repayment in full of all of the Obligations, the Borrowers may not (A)
voluntarily prepay in full the outstanding B-Loans unless (x) all of the
outstanding Revolving A Loans have been repaid in full and (y) the Total
Revolving A Credit Commitment has been, or is substantially concurrently being,
reduced to zero or (B) voluntarily prepay all or

                                       38
<PAGE>

any portion of the outstanding B-Loans unless (x) immediately after giving
effect to such prepayment, Availability (calculated without giving effect to any
other adjustment or threshold, including, without limitation, the requirements
of Section 7.03(c)) would be at least $10,000,000 and (y) immediately before and
immediately after giving effect to such prepayment, no Event of Default shall
have occurred and be continuing.

                           (iii)    Prepayment In Full. The Borrowers may, upon
at least five (5) days prior written notice to the Administrative Agent,
terminate this Agreement by paying to the Administrative Agent, in cash, the
Obligations (including either (A) providing cash collateral to be held by the
Administrative Agent in an amount equal to 105% of the aggregate undrawn amount
of all outstanding Letter of Credit Accommodations or (B) causing the original
Letter of Credit Accommodations to be returned to the Administrative Agent), in
full. If the Administrative Borrower has sent a notice of termination pursuant
to this clause (iii), then the Lenders' obligations to extend credit hereunder
shall terminate and the Borrowers shall be obligated to repay the Obligations
(including either (A) providing cash collateral to be held by the Administrative
Agent in an amount equal to 105% of the aggregate undrawn amount of all
outstanding Letter of Credit Accommodations or (B) causing the original Letter
of Credit Accommodations to be returned to the Administrative Agent), in full
(other than contingent indemnifications and contingent obligations (including,
without limitation, fees and expenses with respect to which the Borrowers have
not received an invoice) for which no claim has been asserted hereunder which
survive the termination hereof), on the date set forth as the date of
termination of this Agreement in such notice.

                           (iv)     Prepayment Fee on B-Loans. If all or any
portion of the B Loans is prepaid pursuant to Section 2.05(a) or this Section
2.05(b), the Borrowers, jointly and severally, agree to pay a fully-earned and
non-refundable prepayment fee on the principal amount prepaid equal to 2% of the
principal amount prepaid.

                  (c)      Mandatory Prepayment.

                           (i)      The Borrowers will immediately prepay the
Revolving A Loans at any time when the aggregate principal amount of all
Revolving A Loans plus the outstanding amount of all Letter of Credit
Obligations exceeds the Borrowing Base, to the full extent of any such excess.
On each day that any Revolving A Loans or Letter of Credit Obligations are
outstanding, the Borrowers shall hereby be deemed to represent and warrant to
the Agent and the Lenders that the Borrowing Base calculated as of such day
equals or exceeds the aggregate principal amount of all Revolving A Loans and
Letter of Credit Obligations outstanding on such day. If at any time after the
Borrowers have complied with the first sentence of this Section 2.05(c)(i), the
aggregate Letter of Credit Obligations is greater than the then current
Borrowing Base, the Borrowers shall provide cash collateral to the
Administrative Agent in an amount equal to 105% of such excess, which cash
collateral shall be deposited in the Letter of Credit Collateral Account and if
no Event of Default shall have occurred and be continuing, all or a portion of
such cash collateral shall be returned to the Borrowers at such time as the
aggregate Letter of Credit Obligations plus the aggregate principal amount of
all outstanding Revolving A Loans no longer exceeds the then current Borrowing
Base.

                                       39
<PAGE>

                           (ii)     The Administrative Agent shall on each
Business Day apply all funds transferred to or deposited in the Administrative
Agent's Account, to the payment, in whole or in part, of the outstanding
principal amount of the Revolving A Loans; provided that (A) such funds shall be
applied to the outstanding principal amount of the B-Loans (x) in the absence of
a continuing Event of Default, to the extent such application is specifically
provided for in Section 2.05(d), and (y) during the existence of an Event of
Default, in accordance with Section 4.04(b), and (B) if no Revolving A Loans
remain outstanding after the application of such funds to repay any outstanding
Revolving A Loans, such funds are not required to be applied to the B-Loans
pursuant to clause (A) of this proviso and no Event of Default exists, the
Borrowers shall be permitted to use the funds received in the Administrative
Agent's Account or any other account subject to the control of the
Administrative Agent for general corporate and working capital purposes of the
Borrowers subject to (x) Section 6.01(t) and (y) the requirement that cash and
cash equivalents of the Domestic Loan Parties and their Domestic Subsidiaries in
the aggregate amount in excess of $4,000,000 shall be in bank accounts subject
to a Cash Management Agreement or applied to reduction of the Revolving A Loans.

                           (iii)    Upon any Disposition by any Loan Party or
its Domestic Subsidiaries, the Borrowers shall promptly (and, in no event, later
than one (1) Business Day after any such Disposition) prepay the Loans in an
amount equal to 100% of the Net Cash Proceeds received by such Person in
connection with such Disposition. Nothing contained in this subsection (iii)
shall permit any Loan Party or any of its Subsidiaries to make a Disposition of
any property other than in accordance with Section 7.02(c). Any payments
required to be made under this subsection (c)(iii) shall be applied as set forth
in Section 2.05(d).

                  Upon the issuance or incurrence by any Loan Party or any of
its Domestic Subsidiaries of any Indebtedness (other than Permitted
Indebtedness), or the sale or issuance by any Loan Party or any of its Domestic
Subsidiaries of any shares of its Capital Stock, in each case, other than
issuances and incurrences contemplated by the Mizuho/Glencore Transactions, the
Borrowers shall promptly (and, in no event, later than one (1) Business Day
after any such issuance or incurrence) prepay the outstanding amount of the
Loans in an amount equal to, (x) in the case of a "Rights Offering" (as such
term is defined in the Mizuho/Glencore Transaction Documents), the lesser of (1)
65% of the Net Cash Proceeds received by such Person in connection therewith and
(2) the Net Cash Proceeds received by such Person in connection therewith minus
the lesser of (A) $30,000,000 and (B) the amount of such Net Cash Proceeds used
to redeem preferred stock in accordance with the Mizuho/Glencore Transaction
Documents and (y) in all other cases, 65% (or, in the case of an offering of
Securities, an amount equal to the aggregate principal amount of B Loans) of the
Net Cash Proceeds received by such Person in connection therewith. The
provisions of this subsection (iv) shall not be deemed to be implied consent to
any such issuance, incurrence or sale otherwise prohibited by the terms and
conditions of this Agreement. Any payments required to be made under this
subsection (c)(iv) shall be applied as set forth in Section 2.05(d).

                           (iv)     Upon the receipt by any Loan Party or any of
its Domestic Subsidiaries of any Extraordinary Receipts, the Borrowers shall
promptly (and in no event, later than one (1) Business Day after the receipt
thereof) prepay the outstanding principal of the Loans in an amount equal to 65%
of such Extraordinary Receipts, net of any reasonable expenses incurred in
collecting such Extraordinary Receipts, provided, however, an aggregate amount

                                       40
<PAGE>

equal to $2,000,000 of Extraordinary Receipts from royalty payments from the
settlement of license infringement claims of in connection with Parent's "XTL"
patent relating to computer-based controls for plastic molding machines and
warranties or other related claims against suppliers in connection with products
and services provided to the Loan Parties shall not be required to be applied to
repay the Loans. Any payments required to be made under this subsection (c)(v)
shall be applied as set forth in Section 2.05(d).

                           (v)      If on any day an Indenture Deficit exists,
the Borrowers shall pay to the Administrative Agent an amount equal to such
Indenture Deficit to be applied to the outstanding principal amount of the
Revolving A Loans and/or B-Loans which payment shall be made immediately as a
result of an Indenture Deficit pursuant to an event described under Section
2.01(c). Any payments required to be made under this subsection (c)(vi) shall be
applied as set forth in Section 2.05(d).

                           (vi)     Immediately prior to the making of any
payment in cash by any Loan Party to the Euro Note Holders in respect of any
obligations under the Euro Notes, the Borrowers shall prepay the outstanding
principal amount of the Loans in an amount equal to five times the amount of
such payment to be made to the Milacron Note Holders; provided, that no such
prepayment shall be required if (A) such payments are not prohibited by the
terms of the proviso in the definition of Euro Note Restructuring Transaction or
(B) in the case of the interest payment due on April 6, 2004 to the Euro Note
Holders, such interest payment is made by Milacron Capital solely from cash
received by it from the Foreign Subsidiaries. Any payments required to be made
under this subsection (c)(vii) shall be applied as set forth in Section 2.05(d).

                           (vii)    Immediately upon the receipt of a Foreign
Insurance Repayment, the Borrowers shall pay to the Administrative Agent an
amount equal to such Foreign Insurance Repayment to be applied to the
outstanding principal amount of the Loans. Any payments required to be made
under this subsection (c)(viii) shall be applied as set forth in Section
2.05(d).

                           (viii)   Immediately prior to the making of any
payment in cash by any Loan Party in respect of its guaranties of the
Indebtedness of any Foreign Subsidiary, the Borrowers shall prepay the
outstanding principal amount of the Loans in an amount equal to the amount of
such payment. Any payments required to be made under this subsection (c)(ix)
shall be applied as set forth in Section 2.05(d).

                           (ix)     Notwithstanding the foregoing, in connection
with a Disposition under Section 2.05(c)(iii) or receipt of insurance proceeds
or condemnation awards pursuant to Section 2.05(c)(v), up to $1,000,000 in the
aggregate of the Net Cash Proceeds from such Disposition and up to $5,000,000 in
the aggregate of the Net Cash Proceeds from Extraordinary Receipts from such
insurance proceeds or condemnation awards, as the case may be, received by any
Loan Party or any of its Domestic Subsidiaries in connection therewith shall not
be required to be applied to the prepayment of the Loans to the extent an amount
equal to such proceeds are used, in the case of proceeds related to any
Disposition, to fund Capital Expenditures of the Loan Parties or any of its
Domestic Subsidiaries, or, in the case of proceeds related to any Extraordinary
Receipts, to replace, repair or restore the properties or assets used in such
Loan Party's or any of its Domestic Subsidiaries' business in respect of which
such Net Cash Proceeds or Extraordinary Receipts, as the case may be, were paid,
provided that, (A) no Default or Event

                                       41
<PAGE>

of Default has occurred and is continuing on the date such Person receives such
Net Cash Proceeds or such Extraordinary Receipts, (B) the Administrative
Borrower delivers a certificate to the Agent within 3 Business Days after such
Disposition or 3 Business Days after the date of such loss, destruction or
taking, as the case may be, stating that such proceeds shall be used, in the
case of such proceeds related to any Disposition, to fund Capital Expenditures
of the Loan Parties or any of its Domestic Subsidiaries, or, in the case of such
proceeds related to any Extraordinary Receipts, to replace, repair or restore
any such properties or assets to be used in such Loan Party's business within a
period specified in such certificate not to exceed 60 days after the receipt of
such proceeds (which certificate shall set forth estimates of the proceeds to be
so expended) and (C) such proceeds are deposited in an account subject to the
sole dominion of the Administrative Agent. If all or any portion of such
proceeds not so applied to the prepayment of the Loans are not used in
accordance with the preceding sentence within the period specified in the
relevant certificate furnished pursuant hereto or there shall occur a Default or
Event of Default, such remaining portion shall be applied to the Loans as
required by Section 2.05(c)(iii) or Section 2.05(c)(v), as applicable, on the
last day of such specified period or immediately, in the case of a Default or
Event of Default.

                  (d)      Application of Payments. At any time when no Event of
Default exists, the proceeds of the prepayments required under Section 2.05(c)
shall be applied as follows (it being agreed and understood that if an Event of
Default does exist then prepayments shall be applied in the manner set forth in
Section 4.04(b)):

                           (i)      the proceeds from any prepayment pursuant to
any Disposition of any Account or Inventory or any insurance policy or
condemnation award with respect to Inventory, shall be applied to the Revolving
A Loans until paid in full;

                           (ii)     the proceeds from any prepayment pursuant to
a Disposition of all or substantially all of the assets or Capital Stock of any
Person or any insurance policy or award or condemnation award which Disposition
or proceeds of insurance includes both (x) Accounts or Inventory and (y) other
assets (in each case, other than from the proceeds of any Designated
Disposition), shall be applied as follows: (A) an amount equal to the amount of
Revolving A Loans supported by such assets determined using the effective
advance rate under the Borrowing Base against such Accounts and Inventory
(determined at the time of such Disposition or event resulting in such insurance
proceeds) shall be applied to the Revolving A Loans until paid in full, and (B)
the remaining proceeds shall be applied first, to the B-Loans until paid in
full, second, to the Revolving A Loans until paid in full;

                           (iii)    the proceeds from any prepayment pursuant to
a Designated Business Disposition or any insurance policy or condemnation award
with respect to the Designated Business which Disposition or proceeds of
insurance or award includes both (x) Accounts or Inventory and (y) other assets,
shall be applied as follows: (A) an amount equal to the amount of Revolving A
Loans supported by such assets determined using the effective advance rate under
the Borrowing Base against such Accounts and Inventory (determined at the time
of such Disposition or event resulting in such insurance proceeds) shall be
applied to the Revolving A Loans until paid in full, and (B) the remaining
proceeds shall be applied to the B-Loans until paid in full;

                                       42
<PAGE>

                           (iv)     the proceeds from any prepayment pursuant to
a Designated Real Property Disposition or any insurance policy or condemnation
award with respect to the Designated Real Property shall be applied as follows:
(A) 100% of the proceeds shall be applied to the B-Loans until paid in full and
(B) thereafter, the proceeds shall be applied to the Revolving A Loans until
paid in full;

                           (v)      (x) with respect to the first $5,000,000 of
proceeds from prepayment events set forth in Section 2.05(c) (iii) with respect
to Dispositions (other than with respect to Dispositions described in paragraphs
(i), (ii), (iii) or (iv) above) to be applied pursuant to this clause, such
proceeds shall be applied to the Revolving A Loans until paid in full (with any
excess proceeds not being required to be applied pursuant to this clause (v))
and (y) with respect to any other proceeds from any prepayment event set forth
in Section 2.05(c)(iii) (other than with respect to Dispositions described in
paragraphs (i), (ii), (iii) or (iv) above), Section 2.05(c)(iv), or Section
2.05(c)(v) (other than proceeds from any insurance policy or condemnation award
with respect to Inventory) shall be applied first, to the B-Loans until paid in
full, and, second, to the Revolving A Loans until paid in full;

                           (vi)     the proceeds from any prepayment event set
forth in Section 2.05(c)(vi) or Section 2.05(c)(viii) shall be applied first, to
the Revolving A Loans until paid in full, and, second, to the B-Loans until paid
in full; and

                           (vii)    the proceeds from any prepayment event set
forth in Section 2.05(c)(vii) or Section 2.05(c)(ix) shall be applied first, to
the B-Loans until paid in full, and, second, to the Revolving A Loans until paid
in full.

                  (e)      Cumulative Prepayments. Except as otherwise expressly
provided in this Section 2.05, payments with respect to any subsection of this
Section 2.05 are in addition to payments made or required to be made under any
other subsection of this Section 2.05, and, in no event, shall proceeds be
required to be applied under more than one subsection of Section 2.05(d).

                  (f)      (i)      Availability Requirements. Notwithstanding
anything to the contrary contained herein, if Availability (without giving
effect to any other adjustment or threshold, including, without limitation, the
requirements of Section 7.03(c)) would be less than $10,000,000 immediately
after giving effect to any prepayment of the B-Loans pursuant to Section
2.05(d)(ii), Section 2.05(d)(iii), Section 2.05(d)(iv) or Section 2.05(d)(v), no
such prepayment of the B-Loans shall be made and such amounts shall be applied
to the repayment of the Revolving A Loans. Concurrently with such repayment of
the Revolving A Loans, the Administrative Agent shall establish and maintain a
corresponding reserve against both the Borrowing Base and the Total Revolving A
Credit Commitment in an amount equal to the amount that would have otherwise
been applied as a prepayment of the B-Loans, and the B-Loans may be prepaid by
such amount at such time and from time to time if no Event of Default would
exist and Availability (calculated without giving effect to these reserves or
any other adjustment or threshold, including, without limitation, the
requirements of Section 7.03(c)) would exceed $10,000,000 immediately after
giving effect to such prepayment of the B-Loan by such amount and the
corresponding reserve established pursuant to the first sentence of this Section
2.05(f) against both the Borrowing Base and the Total Revolving A Credit
Commitment

                                       43
<PAGE>

shall be released in an amount equal to such prepayment at such time and from
time to time as each such prepayment is made.

                  Section 2.06 Fees. From and after the Effective Date and until
the Final Maturity Date, the Borrowers shall pay to the Administrative Agent (a)
for the account of the Lenders, [in accordance with a written agreement among
the Agent and the Lenders,] an unused line fee (the "Unused Line Fee"), which
shall accrue at the rate per annum of 0.75% on the excess, if any, of the Total
Commitment over the sum of the average principal amount of all Loans and Letter
of Credit Obligations outstanding from time to time and shall be payable monthly
in arrears on the first day of each month hereafter, and (b) such other fees as
may be specified in the Fee Letter when and as due in accordance with the terms
thereof.

                                       44
<PAGE>

                  Section 2.07 Securitization. The Loan Parties hereby
acknowledge that the Lenders and their Affiliates may sell or securitize the
Loans (a "Securitization") through the pledge of the Loans as collateral
security for loans to the Lenders or their Affiliates or through the sale of the
Loans or the issuance of direct or indirect interests in the Loans, which loans
to the Lenders or their Affiliates or direct or indirect interests will be rated
by Moody's, Standard & Poor's or one or more other rating agencies (the "Rating
Agencies"). The Loan Parties shall cooperate with the Lenders and their
Affiliates to effect the Securitization including, without limitation, by (a)
amending this Agreement and the other Loan Documents, and executing such
additional documents, as reasonably requested by the Lenders in connection with
the Securitization, provided that (i) any such amendment or additional
documentation does not impose material additional costs on the Loan Parties and
(ii) any such amendment or additional documentation does not materially
adversely affect the rights, or materially increase the obligations, of the Loan
Parties under the Loan Documents or change or affect in a manner adverse to the
Loan Parties the financial terms of the Loans, (b) providing such information as
may be reasonably requested by the Lenders in connection with the rating of the
Loans or the Securitization, and (c) providing in connection with any rating of
the Loans a certificate.

                  Section 2.08 Taxes.

                  (a)      Any and all payments by any Loan Party hereunder or
under any other Loan Document shall be made 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 (i)
taxes imposed on (or measured by) the net income of the Agent, any Lender or the
L/C Issuer (or any transferee or assignee thereof, including a participation
holder (any such entity, a "Transferee")) solely as a result of any present or
former connection between the Agent, such Lender or the L/C Issuer (or
Transferee) and the jurisdiction of the Governmental Authority imposing such tax
or any political subdivision thereof or therein (other than as a result of
entering into this Agreement or any other Loan Document, performing any
obligations hereunder or under any other Loan Document, receiving any payments
hereunder or under any other Loan Document, taking any other action in
connection with this Agreement or any other Loan Document or enforcing any
rights hereunder or under any other Loan Document and (ii) any branch profits
taxes or any similar tax imposed by the United States of America or by the
jurisdiction in which the Agent, such Lender or the L/C Issuer is organized or
has its principal lending office (all such nonexcluded taxes, levies, imposts,
deductions, charges withholdings and liabilities, collectively or individually,
"Taxes"). If any Loan Party shall be required to deduct any Taxes from or in
respect of any sum payable hereunder to the Agent, any Lender or the L/C Issuer
(or any Transferee), (A) the sum payable shall be increased by the amount (an
"additional amount") necessary so that after making all required deductions
(including deductions applicable to additional sums payable under this Section
2.08) the Agent, such Lender or the L/C Issuer (or such Transferee) shall
receive an amount equal to the sum it would have received had no such deductions
been made, (B) such Loan Party shall make such deductions and (C) such Loan
Party shall pay the full amount deducted to the relevant Governmental Authority
in accordance with applicable law.

                  (b)      In addition, each Loan Party agrees to pay to the
relevant Governmental Authority in accordance with applicable law any present or
future stamp or documentary taxes or any other excise or property taxes, charges
or similar levies that arise from any payment made

                                       45
<PAGE>

hereunder or from the execution, delivery or registration of, or otherwise with
respect to, this Agreement, the Letter of Credit Accommodations or any other
Loan Document ("Other Taxes"). Each Loan Party shall deliver to the
Administrative Agent official receipts or other evidence of such payment
reasonably satisfactory to the Administrative Agent in respect of any Taxes or
Other Taxes payable hereunder promptly after payment of such Taxes or Other
Taxes.

                  (c)      The Loan Parties hereby jointly and severally
indemnify and agree to hold the Agent, each Lender and the L/C Issuer harmless
from and against Taxes and Other Taxes (including, without limitation, Taxes and
Other Taxes imposed on any amounts payable under this Section 2.08) paid by such
Lender, the Agent or the L/C Issuer (or such Transferee), whether or not such
Taxes or Other Taxes were correctly or legally asserted. Such indemnification
shall be paid within 10 days from the date on which any such Lender, the Agent
or the L/C Issuer makes written demand therefor specifying in reasonable detail
the nature and amount of such Taxes or Other Taxes.

                  (d)      Each Lender (or Transferee) that is organized under
the laws of a jurisdiction other than the United States, any State thereof or
the District of Columbia (a "Non-U.S. Lender") shall deliver to the Agent and
the Administrative Borrower two properly completed and duly executed copies of
either U.S. Internal Revenue Service Form W-8BEN or Form W-8ECI, and, in the
case of a Non-U.S. Lender claiming exemption from U.S. Federal withholding tax
under Section 871(h) or 881(c) of the Internal Revenue Code with respect to
payments of "portfolio interest", a Form W-8BEN, or any subsequent versions
thereof or successors thereto (and, if such Non-U.S. Lender delivers a Form W-8,
a certificate representing that such Non-U.S. Lender is not a bank for purposes
of Section 881(c) of the Internal Revenue Code, is not a 10-percent shareholder
(within the meaning of Section 871(h)(3)(B) of the Internal Revenue Code) of any
Borrower and is not a controlled foreign corporation related to a Borrower
(within the meaning of Section 864(d)(4) of the Internal Revenue Code)), in each
case claiming complete exemption from U.S. Federal withholding tax on payments
by the Loan Parties under this Agreement. Such forms shall be delivered by each
Non-U.S. Lender on or before the date it becomes a party to this Agreement (or,
in the case of a Transferee that is a participation holder, on or before the
date such participation holder becomes a Transferee hereunder) and on or before
the date, if any, such Non-U.S. Lender changes its applicable lending office by
designating a different lending office (a "New Lending Office"). In addition,
each Non-U.S. Lender shall deliver such forms within 20 days after receipt of a
written request therefor from the Administrative Borrower or the Agent.
Notwithstanding any other provision of this Section 2.08, a Non-U.S. Lender
shall not be required to deliver after the date hereof or, if applicable, the
date a Transferee becomes a party to this Agreement or the Non-U.S. Lender
designates a New Lending Office any form pursuant to this Section 2.08 that such
Non-U.S. Lender is not legally able to deliver.

                  (e)      The Loan Parties shall not be required to indemnify
any Non-U.S. Lender, or pay any additional amounts to any Non-U.S. Lender, in
respect of United States Federal withholding tax pursuant to this Agreement to
the extent that (i) the obligation to withhold amounts with respect to United
States Federal withholding tax existed on the date such Non-U.S. Lender became a
party to this Agreement (or, in the case of a Transferee that is a participation
holder, on the date such participation holder became a Transferee hereunder) or,
with respect to payments to a New Lending Office, the date such Non-U.S. Lender
designated such New

                                       46
<PAGE>

Lending Office with respect to a Loan; provided, however, that this clause (i)
shall not apply to the extent the indemnity payment or additional amounts any
Transferee, or any Lender (or Transferee) through a New Lending Office, would be
entitled to receive (without regard to this clause (i)) do not exceed the
indemnity payment or additional amounts that the Person making the assignment,
participation or transfer to such Transferee, or such Lender (or Transferee)
making the designation of such New Lending Office, would have been entitled to
receive in the absence of such assignment, participation, transfer or
designation, (ii) the obligation to pay such additional amounts would not have
arisen but for a failure by such Non-U.S. Lender to comply with the provisions
of paragraph (d) above or (iii) the obligation to pay such additional amounts
does not result from a change in applicable tax law (including, without
limitation, applicable judicial decisions, statutes, regulations or other
administrative interpretations) occurring after the date hereof.

                  (f)      Any Lender, the Agent or the L/C Issuer (or
Transferee) claiming any indemnity payment or additional payment amounts payable
pursuant to this Section 2.08 shall use its reasonable efforts (consistent with
legal and regulatory restrictions) to file any certificate or document
reasonably requested in writing by the Administrative Borrower or to change the
jurisdiction of its applicable lending office or assign its rights and
obligations hereunder to another of its offices, branches or affiliates if the
making of such a filing, change or assignment would avoid the need for or reduce
the amount of any such indemnity payment or additional amount which may
thereafter accrue, would not require such Lender, the Agent or the L/C Issuer
(or Transferee) to disclose any information such Lender, the Agent or the L/C
Issuer (or Transferee) deems confidential and would not, in the sole
determination of such Lender, the Agent or the L/C Issuer (or Transferee), be
otherwise disadvantageous to such Lender, the Agent or the L/C Issuer (or
Transferee).

                  (g)      If any Lender, the Agent or the L/C Issuer (or a
Transferee) shall become aware that it is entitled to claim a refund from a
Governmental Authority in respect of Taxes or Other Taxes with respect to which
any Loan Party has paid additional amounts, pursuant to this Section 2.08, it
shall promptly notify the Administrative Borrower of the availability of such
refund claim and shall, within 30 days after receipt of a request by the
Administrative Borrower, make a claim to such Governmental Authority for such
refund at the Loan Parties' expense. If any Lender, the Agent or the L/C Issuer
(or a Transferee) receives a refund (including pursuant to a claim for refund
made pursuant to the preceding sentence) in respect of any Taxes or Other Taxes
with respect to which any Loan Party has paid additional amounts pursuant to
this Section 2.08, it shall within 30 days from the date of such receipt pay
over such refund to the Administrative Borrower, net of all out-of-pocket
expenses of such Lender, the Agent or the L/C Issuer (or Transferee).

                  (h)      The obligations of the Loan Parties under this
Section 2.08 shall survive the termination of this Agreement and the payment of
the Loans and all other amounts payable hereunder.

                  Section 2.09 LIBOR Not Determinable; Illegality or
Impropriety. In the event, and on each occasion, that on or before the day on
which LIBOR is to be determined for a borrowing that is to include LIBOR Loans,
the Administrative Agent has determined in good faith that, or has been advised
by the Collateral Agent or the Required Lenders that, (i) LIBOR

                                       47
<PAGE>

cannot be reasonably determined for any reason, (ii) LIBOR will not adequately
and fairly reflect the cost of maintaining LIBOR Loans or (iii) Dollar deposits
in the principal amount of the applicable LIBOR Loans are not available in the
interbank eurodollar market where the eurodollar and foreign currency and
exchange operations in respect of the Lenders' LIBOR Loans are then being
conducted, the Administrative Agent shall, as soon as practicable thereafter,
give written notice of such determination to the Administrative Borrower and the
other Lenders. In the event of any such determination, any request by the
Administrative Borrower for a LIBOR Loan pursuant to Section 2.02 shall, until,
the Administrative Agent has advised the Administrative Borrower and the other
Lenders that, the circumstances giving rise to such notice no longer exist, be
deemed to be a request for a Reference Rate Loan. Each determination by the
Administrative Agent hereunder shall be conclusive and binding absent manifest
error.

                  (b)      In the event that, as a result of any Change in Law,
it shall be unlawful or improper for any Lender to make, maintain or fund any
LIBOR Loan as contemplated by this Agreement, then such Lender shall forthwith
give notice thereof to the Administrative Agent and the Administrative Borrower
describing such illegality or impropriety in reasonable detail. Effective
immediately upon the giving of such notice, the obligation of such Lender to
make LIBOR Loans shall be suspended for the duration of such illegality or
impropriety and, if and when such illegality or impropriety ceases to exist,
such suspension shall cease, and such Lender shall notify the Administrative
Agent and the Administrative Borrower. If any such Change in Law shall make it
unlawful or improper for any Lender to maintain any outstanding LIBOR Loan as a
LIBOR Loan, such Lender shall, upon the happening of such Change in Law, notify
the Administrative Agent and the Administrative Borrower, and the Administrative
Borrower shall immediately, or if permitted by applicable law, rule, regulation,
order, decree, interpretation, request or directive, at the end of the then
current Interest Period for such LIBOR Loan, convert each such LIBOR Loan into a
Reference Rate Loan.

                  Section 2.10 Indemnity.

                  (a)      The Borrowers hereby jointly and severally indemnify
each Lender against any loss or expense that such Lender actually sustains or
incurs (including, without limitation, any loss or expense incurred by reason of
the liquidation or reemployment of deposits or other funds acquired by such
Lender to fund or maintain any LIBOR Loan, but excluding loss of anticipated
profits) as a consequence of (i) any failure by the Borrowers to fulfill on the
date of any borrowing hereunder the applicable conditions set forth in Article
V, (ii) any failure by the Borrowers to borrow any LIBOR Loan hereunder, to
convert any Reference Rate Loan into a LIBOR Loan or to continue a LIBOR Loan as
such after notice of such borrowing, conversion or continuation has been given
pursuant to Section 2.02 or 2.11 hereof, (iii) any payment, prepayment
(mandatory or optional) or conversion of a LIBOR Loan required by any provision
of this Agreement or otherwise made on a date other than the last day of the
Interest Period applicable thereto, (iv) any default in payment or prepayment of
the principal amount of any LIBOR Loan or any part thereof or interest accrued
thereon, as and when due and payable (at the due date thereof, by notice of
prepayment or otherwise), or (v) the occurrence of any Event of Default,
including, in each such case, any loss (but excluding loss of anticipated
profits) or reasonable expense sustained or incurred in liquidating or employing
deposits from third parties acquired to effect or maintain such Loan or any part
thereof as a LIBOR Loan. Such loss or

                                       48
<PAGE>

reasonable expense shall include but not be limited to an amount equal to the
excess, if any, as reasonably determined by such Lender, of (i) its cost of
obtaining the funds for the Loan being paid or prepaid or converted or continued
or not borrowed or converted or continued (based on LIBOR applicable thereto)
for the period from the date of such payment, prepayment, conversion,
continuation or failure to borrow, convert or continue on the last day of the
Interest Period for such Loan (or, in the case of a failure to borrow, convert
or continue, the last day of the Interest Period for such Loan that would have
commenced on the date of such failure to borrow, convert or continue) over (ii)
the amount of interest (as reasonably determined by such Lender) that would be
realized by such Lender in re-employing the funds so paid, prepaid, converted or
continued or not borrowed, converted or continued for such Interest Period. A
certificate of any Lender setting forth in reasonable detail any amount or
amounts that such Lender is entitled to receive pursuant to this Section 2.10
and the basis for the determination of such amount or amounts shall be delivered
to the Administrative Borrower and shall be conclusive and binding absent
manifest error.

                  (b)      Notwithstanding paragraph (a) of this Section 2.10,
the Administrative Agent will use reasonable efforts to minimize or reduce any
such loss or expense resulting from the mandatory prepayments required by
Section 2.05 of this Agreement by applying all payments and prepayments to
Reference Rate Loans prior to any application of payments to LIBOR Loans before
the last day of the Interest Period therefor.

                  Section 2.11 Continuation and Conversion of Loans. Subject to
Section 2.09 hereof, the Borrowers shall have the right, at any time, on three
(3) Business Days' prior irrevocable written or telecopy notice to the
Administrative Agent, to continue any LIBOR Loan, or any portion thereof, into a
subsequent Interest Period or to convert any Reference Rate Loan or portion
thereof into a LIBOR Loan, or on one (1) Business Day's prior irrevocable
written or telecopy notice to the Administrative Agent, to convert any LIBOR
Loan or portion thereof into a Reference Rate Loan, subject to the following:

                  (a)      no LIBOR Loan may be continued as such and no
Reference Rate Loan may be converted into a LIBOR Loan, when any Event of
Default or Default shall have occurred and be continuing at such time;

                  (b)      in the case of a continuation of a LIBOR Loan as such
or a conversion of a Reference Rate Loan into a LIBOR Loan, the aggregate
principal amount of such LIBOR Loan shall not be less than $1,000,000 and in
multiples of $500,000 if in excess thereof;

                  (c)      any portion of a Loan maturing or required to be
repaid in less than one month may not be converted into or continued as a LIBOR
Loan; and

                  (d)      if any conversion of a LIBOR Loan shall be effected
on a day other than the last day of an Interest Period, the Borrowers shall
reimburse each Lender on demand for any loss incurred or to be incurred or to be
incurred by it in the reemployment of the funds released by such conversion as
provided in Section 2.10 hereof.

                                       49
<PAGE>

                  In the event that the Administrative Borrower shall not give
notice to continue any LIBOR Loan into a subsequent Interest Period, such Loan
shall automatically become a Reference Rate Loan at the expiration of the then
current Interest Period.

                                  ARTICLE III.

                LETTER OF CREDIT ACCOMMODATIONS AND OTHER MATTERS

                  Section 3.01 Letter of Credit Accommodations. (a) Subject to
and upon the terms and conditions contained herein, at the request of the
Administrative Borrower on behalf of a Borrower, the Administrative Agent
agrees, for the ratable risk of each Revolving A Lender according to its Pro
Rata Share (as determined under clause (a) of such definition), to provide or
arrange for Letter of Credit Accommodations for the account of such Borrower
containing terms and conditions reasonably acceptable to the Administrative
Agent and acceptable to the issuer thereof. Any payments made by or on behalf of
the Administrative Agent or any Revolving A Lender to the L/C Issuer and/or any
related party in connection with the Letter of Credit Accommodations provided to
or for the benefit of a Borrower shall constitute Revolving A Loans to such
Borrower (or Agent Advances as the case may be).

                  (b)      In addition to a fee to the L/C Issuer of not less
than 0.25% of the face amount of any Letter of Credit Accommodation as a
condition to issuance thereof, the Borrowers shall pay to the Administrative
Agent for the account of the Revolving A Lenders, in accordance with a written
agreement among the Agent and the Lenders, (i) for any Letter of Credit
Accommodation issued hereunder, a non-refundable fee equal to 3.625% per annum,
of the stated amount of such Letter of Credit Accommodation, payable on the date
such Letter of Credit Accommodation is issued and (ii) for any amendment to an
existing Letter of Credit Accommodation that increases the stated amount of such
Letter of Credit Accommodation, a non-refundable fee equal to 3.625% per annum
of the increase in the stated amount of such Letter of Credit Accommodation,
payable on the date of such increase (the "Letter of Credit Fees"), except that
the Administrative Agent may, and upon the written direction of the Required A
Lenders shall, require the Borrowers to pay to the Administrative Agent such
Letter of Credit Fee, at a rate equal to 4.75% plus the per annum rate otherwise
applicable thereto on such daily outstanding balance for: (A) the period from
and after the date of termination hereof until all Obligations shall have been
Paid in Full (notwithstanding entry of a judgment against any Borrower) and (B)
the period from and after the date of the occurrence of an Event of Default for
so long as such Event of Default is continuing as determined by the Agent. Such
Letter of Credit Fee shall be calculated on the basis of a three hundred sixty
(360) day year and actual days elapsed and the obligation of the Borrowers to
pay such fee shall survive the termination of this Agreement.

                  (c)      The Administrative Borrower requesting such Letter of
Credit Accommodation shall give the Administrative Agent ten (10) Business Days'
(or such shorter period as may be agreed by the Administrative Agent) prior
written notice of such Borrower's request for the issuance of a Letter of Credit
Accommodation. Such notice shall be irrevocable and shall specify the original
face amount of the Letter of Credit Accommodation requested, the effective date
(which date shall be a Business Day) of issuance of such requested Letter of
Credit Accommodation, whether such Letter of Credit Accommodation may be drawn
in a single draw

                                       50
<PAGE>

or in partial draws, the date on which such requested Letter of Credit
Accommodation is to expire (which date shall be a Business Day and which shall
not be later than February 18, 2005), the purpose for which such Letter of
Credit Accommodation is to be issued, and the beneficiary of the requested
Letter of Credit Accommodation. The Administrative Borrower requesting the
Letter of Credit Accommodation shall attach to such notice the proposed terms of
the Letter of Credit Accommodation.

                  (d)      In addition to being subject to the satisfaction of
the applicable conditions precedent contained in this Agreement, no Letter of
Credit Accommodations shall be available unless each of the following conditions
precedent have been satisfied in a manner satisfactory to the Agent: (i) the
Borrower requesting such Letter of Credit Accommodation (or the Administrative
Borrower on behalf of such Borrower) shall have delivered to the L/C Issuer of
such Letter of Credit Accommodation at such times and in such manner as such L/C
Issuer may require, an application, in form and substance satisfactory to such
L/C Issuer and in form and substance reasonably satisfactory to the
Administrative Agent, for the issuance of the Letter of Credit Accommodation and
such other documents as may be required pursuant to the terms thereof, and the
form and terms of the proposed Letter of Credit Accommodation shall be
satisfactory to such L/C Issuer in form and substance reasonably satisfactory to
the Administrative Agent, and (ii) as of the date of issuance, no order of any
court, arbitrator or other Governmental Authority shall purport by its terms to
enjoin or restrain money center banks generally from issuing letters of credit
of the type and in the amount of the proposed Letter of Credit Accommodation,
and no law, rule or regulation applicable to money center banks generally and no
request or directive (whether or not having the force of law) from any
Governmental Authority with jurisdiction over money center banks generally shall
prohibit, or request that the L/C Issuer of such Letter of Credit Accommodation
refrain from, the issuance of letters of credit generally or the issuance of
such Letter of Credit Accommodation.

                  (e)      Except in the Administrative Agent's discretion, with
the consent of all of the Revolving A Lenders, the amount of all outstanding
Letter of Credit Accommodations and all other commitments and obligations made
or incurred by the Administrative Agent or any Revolving A Lender in connection
therewith shall not at any time exceed the lowest of (i) the difference between
(A) the Total Revolving A Credit Commitment and (B) the aggregate principal
amount of the Revolving A Loans then outstanding, (ii) the difference between
(A) the Borrowing Base and (B) the aggregate principal amount of the Revolving A
Loans then outstanding and (iii) $25,000,000. In no event shall any Letter of
Credit Accommodations or other commitments or obligations be requested if the
making or incurrence thereby would result in an Indenture Deficit.

                  (f)      The Loan Parties shall indemnify and hold the Agent
and Lenders harmless from and against any and all losses, claims, damages,
liabilities, costs and expenses which any Agent or any Lender may suffer or
incur in connection with any Letter of Credit Accommodations and any documents,
drafts or acceptances relating thereto, including any losses, claims, damages,
liabilities, costs and expenses due to any action taken by any issuer or
correspondent with respect to any Letter of Credit Accommodation, except for
such losses, claims, damages, liabilities, costs or expenses that are a direct
result of the gross negligence or willful misconduct of any Agent or Lender as
determined pursuant to a final non-appealable order of a court of competent
jurisdiction. Each Loan Party assumes all risks with respect to the

                                       51
<PAGE>

acts or omissions of the drawer under or beneficiary of any Letter of Credit
Accommodation and for such purposes the drawer or beneficiary shall be deemed
such Borrower's agent. Each Loan Party assumes all risks for, and agrees to pay,
all foreign, Federal, state and local taxes, duties and levies relating to any
goods subject to any Letter of Credit Accommodations or any documents, drafts or
acceptances thereunder. Each Loan Party hereby releases and holds the Agent and
Lenders harmless from and against any acts, waivers, errors, delays or
omissions, whether caused by any Loan Party, by any issuer or correspondent or
otherwise with respect to or relating to any Letter of Credit Accommodation,
except for the gross negligence or willful misconduct of any Agent or Lender as
determined pursuant to a final, non-appealable order of a court of competent
jurisdiction. The provisions of this Section 3.01(f) shall survive the payment
of Obligations and the termination of this Agreement.

                  (g)      In connection with Inventory purchased pursuant to
Letter of Credit Accommodations, the Domestic Loan Parties shall, at the
Administrative Agent's request, instruct all suppliers, carriers, forwarders,
customs brokers, warehouses or others receiving or holding cash, checks,
Inventory, documents or instruments in which the Collateral Agent or the
Administrative Agent holds a security interest to deliver them to the
Administrative Agent and/or subject to the Administrative Agent's order, and if
they shall come into such Domestic Loan Party's possession, to deliver them,
upon the Administrative Agent's request, to the Administrative Agent in their
original form. The Domestic Loan Parties shall also, at the Administrative
Agent's request, designate the Administrative Agent as the consignee on all
bills of lading and other negotiable and non-negotiable documents.

                  (h)      Each Borrower hereby irrevocably authorizes and
directs any issuer of a Letter of Credit Accommodation to name such Borrower as
the account party therein and to deliver to the Administrative Agent all
instruments, documents and other writings and property received by the issuer
pursuant to the Letter of Credit Accommodations and to accept and rely upon the
Administrative Agent's instructions and agreements with respect to all matters
arising in connection with the Letter of Credit Accommodations or the
applications therefor. Nothing contained herein shall be deemed or construed to
grant any Borrower any right or authority to pledge the credit of any Agent or
any Lender in any manner. The Agent and Lenders shall have no liability of any
kind with respect to any Letter of Credit Accommodation provided by an issuer
other than the Administrative Agent or any Lender unless the Administrative
Agent has duly executed and delivered to such issuer the application or a
guarantee or indemnification in writing with respect to such Letter of Credit
Accommodation. The Borrowers shall be bound by any reasonable interpretation
made in good faith by the Administrative Agent, or any other issuer or
correspondent under or in connection with any Letter of Credit Accommodation or
any documents, drafts or acceptances thereunder, notwithstanding that such
interpretation may be inconsistent with any instructions of any Borrower.

                  (i)      As long as no Event of Default has occurred and is
continuing, a Borrower may (i) approve or resolve any questions of
non-compliance of documents, (ii) give any instructions as to acceptance or
rejection of any documents or goods, (iii) execute any and all applications for
steamship or airway guaranties, indemnities or delivery orders, (iv) with the
Administrative Agent's prior written consent, grant any extensions of the
maturity of, time of payment for, or time of presentation of, any drafts,
acceptances, or documents, and (v) agree to any amendments, renewals,
extensions, modifications, changes or cancellations of any of the

                                       52
<PAGE>

terms or conditions of any of the applications, Letter of Credit Accommodations,
or documents, drafts or acceptances thereunder or any letters of credit included
in the Collateral; provided, that no Borrower may extend the expiry date of any
Letter of Credit Accommodation to a date that is later than 5 days prior to the
Final Maturity Date except as provided in Section 3.01(c).

                  (j)      At any time an Event of Default has occurred and is
continuing, the Administrative Agent shall have the right and authority to, and
the Borrowers shall not, without the prior written consent of the Administrative
Agent, (i) approve or resolve any questions of non-compliance of documents, (ii)
give any instructions as to acceptance or rejection of any documents or goods,
(iii) execute any and all applications for steamship or airway guaranties,
indemnities or delivery orders, (iv) grant any extensions of the maturity of,
time of payments for, or time of presentation of, any drafts, acceptances, or
documents, and (v) agree to any amendments, renewals, extensions, modifications,
changes or cancellations of any of the terms or conditions of any of the
applications, Letter of Credit Accommodations, or documents, drafts or
acceptances thereunder or any letters of credit included in the Collateral. The
Administrative Agent may take such actions either in its own name or in any Loan
Party's name.

                  (k)      Any rights, remedies, duties or obligations granted
or undertaken by any Borrower to any issuer or correspondent in any application
for any Letter of Credit Accommodation, or any other agreement in favor of any
issuer or correspondent relating to any Letter of Credit Accommodation, shall be
deemed to have been granted or undertaken by such Borrower to the Administrative
Agent for the ratable benefit of the Revolving A Lenders. Any duties or
obligations undertaken by the Administrative Agent to any issuer or
correspondent in any application for any Letter of Credit Accommodation, or any
other agreement by the Administrative Agent in favor of any issuer or
correspondent to the extent relating to any Letter of Credit Accommodation,
shall be deemed to have been undertaken by the Borrowers to the Administrative
Agent for the ratable benefit of the Revolving A Lenders and to apply in all
respects to the Borrowers.

                  (l)      Immediately upon the issuance or amendment of any
Letter of Credit Accommodation, each Revolving A Lender shall be deemed to have
irrevocably and unconditionally purchased and received, without recourse or
warranty, an undivided interest and participation to the extent of such Lender's
Pro Rata Share (determined pursuant to clause (a) of such definition) of the
liability with respect to such Letter of Credit Accommodation (including,
without limitation, all Obligations with respect thereto).

                  (m)      In the event of a payment under any Letter of Credit
Accommodation to the beneficiary thereof, the Administrative Agent shall notify
the Administrative Borrower reasonably promptly following such payment. The
Borrowers shall reimburse the Administrative Agent, for the benefit of the
issuer of the Letter of Credit Accommodation, on the date which such payment is
made in an amount in immediately available funds equal to the payment amount. It
being further provided that (i) the Administrative Borrower shall be deemed to
have given a timely Notice of Borrowing to the Administrative Agent requesting
Revolving A Lenders to make Revolving A Loans that are Reference Rate Loans on
the payment date in an amount equal to the payment amount, and (ii) the
Revolving A Lenders shall, on the payment date, make Revolving A Loans equal to
the payment amount. Notwithstanding the foregoing, each Borrower is irrevocably
and unconditionally obligated, without presentment, demand or

                                       53
<PAGE>

protest, to pay to the Administrative Agent any amounts paid by an issuer of a
Letter of Credit Accommodation with respect to such Letter of Credit
Accommodation (whether through Revolving A Loans or otherwise). In the event
that any Borrower fails to pay the Administrative Agent on the date of any
payment under a Letter of Credit Accommodation in an amount equal to the amount
of such payment, the Administrative Agent (to the extent it has actual notice
thereof) shall promptly notify each Revolving A Lender of the unreimbursed
amount of such payment and each Revolving A Lender agrees, upon one (1) Business
Day's notice, to fund to the Administrative Agent the purchase of its
participation in such Letter of Credit Accommodation in an amount equal to its
Pro Rata Share of the unpaid amount. The obligation of each Revolving A Lender
to deliver to the Administrative Agent an amount equal to its respective
participation pursuant to the foregoing sentence is absolute and unconditional
and such remittance shall be made notwithstanding the occurrence or continuance
of any Event of Default, the failure to satisfy any other condition set forth in
Section 5.02 or any other event or circumstance. If such amount is not made
available by a Revolving A Lender when due, the Administrative Agent shall be
entitled to recover such amount on demand from such Revolving A Lender with
interest thereon, for each day from the date such amount was due until the date
such amount is paid to the Administrative Agent at the interest rate then
payable by any Borrower in respect of Revolving A Loans.

                  (n)      The Administrative Agent shall not make any Revolving
A Loan or provide any Letter of Credit Accommodation to the Borrowers on behalf
of the Revolving A Lenders intentionally and with actual knowledge that such
Revolving A Loan or Letter of Credit Accommodation would cause the aggregate
amount of the total outstanding Revolving A Loans and Letter of Credit
Accommodations to the Borrowers to exceed the Borrowing Base, except that the
Administrative Agent may, pursuant to the terms set forth in Section 10.08(a),
make such additional Revolving A Loans or provide such additional Letter of
Credit Accommodations on behalf of the Revolving A Lenders, intentionally and
with actual knowledge that such Revolving A Loans or Letter of Credit
Accommodations will cause the total outstanding Revolving A Loans and Letter of
Credit Accommodations to the Borrowers to exceed the Borrowing Base, as the
Administrative Agent may deem necessary or advisable in its discretion, provided
that: (i) the aggregate principal amount of the additional Revolving A Loans or
additional Letter of Credit Accommodations to any Borrower which the
Administrative Agent may make or provide (after obtaining such actual knowledge
that the aggregate principal amount of the Revolving A Loans plus the
outstanding Letter of Credit Accommodations equal or exceed the Borrowing Base),
plus the amount of Agent Advances made pursuant to Section 10.08(a) then
outstanding, shall not at any time exceed the amount set forth in a separate
written agreement among the Agent and the Lenders and shall not cause the total
principal amount of the Revolving A Loans and Letter of Credit Accommodations to
exceed the Total Revolving A Credit Commitment and (ii) no such additional
Revolving A Loan or Letter of Credit Accommodation shall be outstanding more
than ninety (90) days after the date such additional Revolving A Loan or Letter
of Credit Accommodation is made or issued (as the case may be), except as the
Lenders may otherwise agree. Each Revolving A Lender shall be obligated to pay
the Administrative Agent the amount of its Pro Rata Share of any such additional
Revolving A Loans or Letter of Credit Accommodations.

                                       54
<PAGE>

                  Section 3.02 Collection of Accounts.

                  (a)      The Borrowers shall establish and maintain, at their
expense, Cash Management Accounts pursuant to Section 8.01(a) into which the
Borrowers shall promptly deposit and shall direct their respective Account
Debtors to directly remit all payments on Receivables and all payments
constituting proceeds of Inventory or other Collateral in the identical form in
which such payments are made, whether by cash, check or other manner.

                  (b)      For purposes of calculating the amount of Loans
available to the Borrowers, subject to Section 4.04, such payments will be
applied (conditional upon final collection) to the Obligations on the Business
Day of receipt by the Administrative Agent of immediately available funds in the
Administrative Agent's Account, provided such payments and notice thereof are
received in accordance with the Administrative Agent's usual and customary
practices as in effect from time to time and within sufficient time to credit
the Borrowers' Loan Account on such day, and if not, then on the next Business
Day.

                  (c)      Each Loan Party and its respective directors,
employees, agents or Subsidiaries shall, acting as trustee for the
Administrative Agent, receive, as the property of the Administrative Agent, any
monies, checks, notes, drafts or any other payment relating to and/or proceeds
of Accounts or Inventory which come into their possession or under their control
and immediately upon receipt thereof, shall deposit or cause the same to be
deposited in the Cash Management Accounts, or remit the same or cause the same
to be remitted, in kind, to the Administrative Agent. In no event shall the same
be commingled with any Loan Party's own funds. The Borrowers agree to reimburse
the Administrative Agent on demand for any amounts owed or paid to any bank or
other financial institution at which a Cash Management Account or any other
deposit account or investment account is established or any other bank,
financial institution or other Person involved in the transfer of funds to or
from the Cash Management Accounts arising out of the Administrative Agent's
payments to or indemnification of such bank, financial institution or other
Person. The obligations of the Borrowers to reimburse the Administrative Agent
for such amounts pursuant to this Section 3.02 shall survive the termination of
this Agreement.

                  Section 3.03 Payments. All Obligations shall be payable to the
Administrative Agent's Payment Office or such other place as the Administrative
Agent may designate from time to time.

                  Section 3.04 Settlement Procedures. (a) In order to
administer the financing facility under this Agreement in an efficient manner
and to minimize the transfer of funds between the Administrative Agent and the
Revolving A Lenders, the Administrative Agent may, at its option, subject to the
terms of this Section, make available, on behalf of the Revolving A Lenders, the
full amount of the Revolving A Loans requested or charged to the Borrowers' Loan
Account(s) or otherwise to be advanced by the Revolving A Lenders pursuant to
the terms hereof, without requirement of prior notice to the Revolving A Lenders
of the proposed Revolving A Loans.

                  (b)      With respect to all Revolving A Loans made by the
Administrative Agent on behalf of the Revolving A Lenders as provided in this
Section, the amount of each Revolving

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<PAGE>

A Lender's Pro Rata Share of the outstanding Revolving A Loans shall be computed
weekly, and shall be adjusted upward or downward on the basis of the amount of
the outstanding Revolving A Loans as of 5:00 p.m. New York time on the Business
Day immediately preceding the date of each settlement computation; provided,
that, the Administrative Agent retains the absolute right at any time or from
time to time to make the above described adjustments at intervals more frequent
than weekly, but in no event more than twice in any week. The Administrative
Agent shall deliver to each of the Revolving A Lenders after the end of each
week, or at such lesser period or periods as the Administrative Agent shall
determine, a summary statement of the amount of outstanding Revolving A Loans
for such period (such week or lesser period or periods being hereinafter
referred to as a "Settlement Period"). If the summary statement is sent by the
Administrative Agent and received by a Revolving A Lender prior to 12:00 noon
New York time, then such Revolving A Lender shall make the settlement transfer
described in this Section by no later than 3:00 p.m. New York time on the same
Business Day and if received by a Revolving A Lender after 12:00 noon New York
time, then such Revolving A Lender shall make the settlement transfer by not
later than 3:00 p.m. New York time on the next Business Day following the date
of receipt. If, as of the end of any Settlement Period, the amount of a
Revolving A Lender's Pro Rata Share of the outstanding Revolving A Loans is more
than such Revolving A Lender's Pro Rata Share of the outstanding Revolving A
Loans as of the end of the previous Settlement Period, then such Revolving A
Lender shall forthwith (but in no event later than the time set forth in the
preceding sentence) transfer to the Administrative Agent by wire transfer in
immediately available funds the amount of the increase. Alternatively, if the
amount of a Revolving A Lender's Pro Rata Share of the outstanding Revolving A
Loans in any Settlement Period is less than the amount of such Revolving A
Lender's Pro Rata Share of the outstanding Revolving A Loans for the previous
Settlement Period, the Administrative Agent shall forthwith transfer to such
Revolving A Lender by wire transfer in immediately available funds the amount of
the decrease. The obligation of each of the Revolving A Lenders to transfer such
funds and effect such settlement shall be irrevocable and unconditional and
without recourse to or warranty by the Administrative Agent. The Administrative
Agent and each Revolving A Lender agrees to mark its books and records at the
end of each Settlement Period to show at all times the dollar amount of its Pro
Rata Share of the outstanding Revolving A Loans and Letter of Credit
Accommodations. Each Revolving A Lender shall only be entitled to receive
interest on its Pro Rata Share of the Revolving A Loans to the extent such
Revolving A Loans have been funded by such Revolving A Lender. Because the
Administrative Agent on behalf of Revolving A Lenders may be advancing and/or
may be repaid Revolving A Loans prior to the time when such Revolving A Lenders
will actually make Revolving A Loans and/or be repaid such Revolving A Loans,
interest with respect to Revolving A Loans shall be allocated by the
Administrative Agent in accordance with the amount of Revolving A Loans actually
advanced by and repaid to each Revolving A Lender and the Administrative Agent
and shall accrue from and including the date such Revolving A Loans are so
advanced to but excluding the date such Revolving A Loans are either repaid by
the Borrowers or actually settled with the applicable Revolving A Lender as
described in this Section.

                  (c)      To the extent that the Administrative Agent has made
any such amounts available and the settlement described above shall not yet have
occurred, upon repayment of any Revolving A Loans by a Borrower, the
Administrative Agent may apply such amounts repaid directly to any amounts made
available by the Administrative Agent pursuant to this Section. In lieu of
weekly or more frequent settlements, the Administrative Agent may, at its
option, at any

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<PAGE>

time require each Revolving A Lender to provide the Administrative Agent with
immediately available funds representing its Pro Rata Share of each Revolving A
Loans, prior to the Administrative Agent's disbursement of such Revolving A
Loans to such Borrower. In such event, all Revolving A Loans shall be made by
the Lenders simultaneously and proportionately to their Pro Rata Shares. No
Revolving A Lender shall be responsible for any default by any other Revolving A
Lender in the other Revolving A Lender's obligation to make any Revolving A
Loans requested hereunder nor shall the Revolving A Credit Commitment of any
Revolving A Lender be increased or decreased as a result of the default by any
other Revolving A Lender in the other Revolving A Lender's obligation to make
any Revolving A Loans hereunder.

                  (d)      If the Administrative Agent is not funding a
particular Revolving A Loan to the Borrowers (or to the Administrative Borrower
for the benefit of such Borrowers) pursuant to this Section on any day, the
Administrative Agent may assume that each Revolving A Lender will make available
to the Administrative Agent such Revolving A Lender's Pro Rata Share of the
Revolving A Loan requested or otherwise made on such day and the Administrative
Agent may, in its discretion, but shall not be obligated to, cause a
corresponding amount to be made available to or for the benefit of such
Borrowers on such day. If the Administrative Agent makes such corresponding
amount available to the Borrowers and such corresponding amount is not in fact
made available to the Administrative Agent by such Revolving A Lender, the
Administrative Agent shall be entitled to recover such corresponding amount on
demand from such Revolving A Lender together with interest thereon for each day
from the date such payment was due until the date such amount is paid to the
Administrative Agent at the Federal Funds Rate for each day during such period
and if such amounts are not paid within three (3) days of the Administrative
Agent's demand, at the interest rate then applicable to Revolving A Loans.
During the period in which such Revolving A Lender has not paid such
corresponding amount to the Administrative Agent, notwithstanding anything to
the contrary contained in this Agreement or any of the other Loan Documents, the
amount of the Revolving A Loans so advanced by the Administrative Agent to or
for the benefit of any Borrower shall, for all purposes hereof, be deemed a
Revolving A Loan made by the Administrative Agent for its own account. Upon any
such failure by a Revolving A Lender to pay the Administrative Agent, the
Administrative Agent shall promptly thereafter notify the Administrative
Borrower of such failure and the Borrowers shall pay such corresponding amount
to the Administrative Agent for its own account within five (5) Business Days of
the Administrative Borrower's receipt of such notice. A Revolving A Lender who
fails to pay the Administrative Agent its Pro Rata Share of any Revolving A
Loans made available by the Administrative Agent on such Revolving A Lender's
behalf, or any Revolving A Lender who fails to pay any other amount owing by it
to the Administrative Agent, is a "Defaulting Lender". The Administrative Agent
shall not be obligated to transfer to a Defaulting Lender any payments received
by the Administrative Agent for the Defaulting Lender's benefit, nor shall a
Defaulting Lender be entitled to the sharing of any payments hereunder
(including any principal, interest or fees). Amounts payable to a Defaulting
Lender shall instead be paid to, or retained by, the Administrative Agent. The
Administrative Agent may hold and, in its discretion, relend to a Borrower the
amount of all such payments received or retained by it for the account of such
Defaulting Lender. For purposes of voting or consenting to matters with respect
to this Agreement and the other Loan Documents, and determining Pro Rata Shares,
such Defaulting Lender shall be deemed not to be a "Lender" and such Lender's
Revolving A Credit Commitment shall be deemed to be zero. This Section shall
remain effective with respect to a Defaulting Lender until such default is
cured. The operation of this Section shall not be

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<PAGE>

construed to increase or otherwise affect the Revolving A Credit Commitment of
any Revolving A Lender, or relieve or excuse the performance by any Loan Party
of its duties and obligations hereunder.

                  (e)      Nothing in this Section or elsewhere in this
Agreement or the other Loan Documents, shall be deemed to require the
Administrative Agent to advance funds on behalf of any Lender or to relieve any
Lender from its obligation to fulfill its Commitment hereunder or to prejudice
any rights that the Borrowers may have against any Lender as a result of any
default by any Lender hereunder in fulfilling its Commitment.

                                  ARTICLE IV.

                      FEES, PAYMENTS AND OTHER COMPENSATION

                  Section 4.01 Audit and Collateral Monitoring Fees. The
Borrowers acknowledge that pursuant to Section 7.01(f), representatives of the
Agent may visit any or all of the Loan Parties and/or conduct audits,
inspections, valuations and/or field examinations of any or all of the Loan
Parties at any time and from time to time in a manner so as to not unduly
disrupt the business of the Loan Parties. The Borrowers agree to pay (i) $1,000
per day per examiner plus the examiner's reasonable out-of-pocket costs and
expenses incurred in connection with all such visits, audits, inspections,
valuations and field examinations and (ii) the reasonable cost of all visits,
audits, inspections, valuations and field examinations conducted by a third
party on behalf of the Agent.

                  Section 4.02 Payments; Computations and Statements. The
Borrowers will make each payment under this Agreement not later than 12:00 noon
(New York City time) on the day when due, in lawful money of the United States
of America and in immediately available funds, to the Administrative Agent's
Account. All payments received by the Administrative Agent after 12:00 noon (New
York City time) on any Business Day will be credited to the Loan Account on the
next succeeding Business Day. All payments shall be made by the Borrowers
without set-off, counterclaim, deduction or other defense to the Agent and the
Lenders. Except as provided in Section 3.04, after receipt, the Administrative
Agent will promptly thereafter cause to be distributed like funds relating to
the payment of principal ratably to the Lenders in accordance with their Pro
Rata Shares and like funds relating to the payment of any other amount payable
to any Lender to such Lender, in each case to be applied in accordance with the
terms of this Agreement, provided that the Administrative Agent will cause to be
distributed all interest and fees received from or for the account of the
Borrowers not less than once each month and in any event promptly after receipt
thereof. The Lenders and the Borrowers hereby authorize the Administrative Agent
to, and the Administrative Agent may, from time to time, charge the Loan Account
of the Borrowers with any amount due and payable by the Borrowers under any Loan
Document. Each of the Lenders and the Borrowers agrees that the Administrative
Agent shall have the right to make such charges whether or not any Default or
Event of Default shall have occurred and be continuing or whether any of the
conditions precedent in Section 5.02 have been satisfied. Any amount charged to
the Loan Account of the Borrowers shall be deemed a Revolving A Loan hereunder
made by the Revolving A Lenders to the Borrowers, funded by the Administrative
Agent on behalf of the Lenders and subject to Section 3.04 of this Agreement.
The Lenders and the Borrowers confirm that any charges which the Administrative
Agent may

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<PAGE>

so make to the Loan Account of the Borrowers as herein provided will be made as
an accommodation to the Borrowers and solely at the Administrative Agent's
discretion, provided that the Administrative Agent shall from time to time upon
the request of the Collateral Agent (to the extent that (i) there exists no
Event of Default, (ii) such charge does not exceed the current Availability and
(iii) the applicable amount is otherwise permitted to be made in accordance with
the terms of this Agreement or any other Loan Document), charge the Loan Account
of the Borrowers with any amount due and payable under any Loan Document.
Whenever any payment to be made under any such Loan Document 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 interest or fees, as the case may be. All
computations of fees shall be made by the Administrative Agent on the basis of a
year of 360 days for the actual number of days (including the first day but
excluding the last day) occurring in the period for which such fees are payable.
Each determination by the Administrative Agent of an interest rate or fees
hereunder shall be conclusive and binding for all purposes in the absence of
manifest error.

                  (b)      The Administrative Agent shall provide the
Administrative Borrower, promptly after the end of each calendar month, a
summary statement (in the form from time to time used by the Administrative
Agent) of the opening and closing daily balances in the Loan Account of the
Borrowers during such month, the amounts and dates of all Loans made to the
Borrowers during such month, the amounts and dates of all payments on account of
the Loans to the Borrowers during such month and the Loans to which such
payments were applied, the amount of interest accrued on the Loans to the
Borrowers during such month, any Letter of Credit Accommodations issued by the
L/C Issuer for the account of the Borrowers during such month, specifying the
face amount thereof, the amount of charges to the Loan Account and/or Loans made
to the Borrowers during such month to reimburse the Lenders for drawings made
under Letter of Credit Accommodations, and the amount and nature of any charges
to the Loan Account made during such month on account of fees, commissions,
expenses and other Obligations. All entries on any such statement shall be
presumed to be correct and, thirty (30) days after the same is sent, shall be
final and conclusive absent manifest error.

                  Section 4.03 Sharing of Payments, Etc. Except as provided in
Section 3.04 hereof, if any Lender shall obtain any payment (whether voluntary,
involuntary, through the exercise of any right of set-off, or otherwise) on
account of any Obligation in excess of its ratable share of payments on account
of similar obligations obtained by all the Lenders, such Lender shall forthwith
purchase from the other Lenders such participations in such similar obligations
held by them as shall be necessary to cause such purchasing Lender to share the
excess payment ratably with each of them; provided, however, that if all or any
portion of such excess payment is thereafter recovered from such purchasing
Lender, such purchase from each Lender shall be rescinded and such Lender shall
repay to the purchasing Lender the purchase price to the extent of such recovery
together with an amount equal to such Lender's ratable share (according to the
proportion of (i) the amount of such Lender's required repayment to (ii) the
total amount so recovered from the purchasing Lender of any interest or other
amount paid by the purchasing Lender in respect of the total amount so
recovered). The Borrowers agree that any Lender so purchasing a participation
from another Lender pursuant to this Section 4.03 may, to the fullest extent
permitted by law, exercise all of its rights (including the Lender's right of
set-off) with

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<PAGE>

respect to such participation as fully as if such Lender were the
direct creditor of the Borrowers in the amount of such participation.

                  Section 4.04 Apportionment of Payments. Subject to Section
3.04 hereof and to any written agreement among the Agent and/or the Lenders:

                  (a)      All payments of principal and interest in respect of
outstanding Loans, all payments in respect of the Letter of Credit
Accommodations, all payments of fees (other than the fees set forth in Section
2.06 hereof, fees with respect to Letter of Credit Accommodations provided for
in Section 3.01(b) and the audit and collateral monitoring fee provided for in
Section 4.01, in each case, to the extent set forth in a written agreement among
the Agent and the Lenders) and all other payments in respect of any other
Obligations, shall be allocated by the Administrative Agent among such of the
Lenders as are entitled thereto, in proportion to their respective Pro Rata
Shares or otherwise as provided herein or, in respect of payments not made on
account of Loans or Letter of Credit Obligations, as designated by the Person
making payment when the payment is made.

                  (b)      (1)      After the occurrence and during the
continuance of an Event of Default, the Administrative Agent may, and upon the
direction of the Required A Lenders shall, notwithstanding any terms to the
contrary set for in this Agreement or any other Loan Document apply all payments
in respect of any Obligations (other than proceeds of Fixed Asset Collateral)
and all proceeds of the Current Asset Collateral, (i) first, ratably to pay the
Obligations in respect of any fees (including any fees or charges assessed by
the L/C Issuer), expense reimbursements, indemnities and other amounts then due
to the Agent or the L/C Issuer until paid in full; (ii) second, ratably to pay
the Obligations in respect of any fees (including Letter of Credit Fees payable
to the Revolving A Lenders), expense reimbursements and indemnities then due to
the Revolving A Lenders until paid in full; (iii) third, ratably to pay interest
due in respect of the Agent Advances until paid in full; (iv) fourth, ratably to
pay principal of the Agent Advances until paid in full; (v) fifth, ratably to
pay interest due in respect of the Revolving A Loans and Letter of Credit
Obligations until paid in full; (vi) sixth, ratably to pay principal of the
Revolving A Loans and Letter of Credit Obligations (or, to the extent such
Letter of Credit Obligations are contingent to provide cash collateral in an
amount up to 105% of such Letter of Credit Obligations which collateral shall be
released upon all such Events of Default ceasing to continue) until paid in
full; (vii) seventh, ratably to pay the Obligations in respect of any fees,
expense reimbursements and indemnities then due to the B-Lenders until paid in
full; (viii) eighth, ratably to pay interest due in respect of the B-Loans until
paid in full; (ix) ninth, ratably to pay principal of the B-Loans until paid in
full; and (x) tenth, to the ratable payment of all other Obligations then due
and payable.

                           (2)      After the occurrence and during the
continuance of an Event of Default, the Administrative Agent may, and upon the
direction of the Required B Lenders shall, notwithstanding any terms to the
contrary set for in this Agreement or any other Loan Document apply all proceeds
of the Fixed Asset Collateral: (i) first, ratably to pay interest due in respect
of the B-Loans until paid in full; (ii) second, ratably to pay principal of the
B-Loans until paid in full, (iii) third, ratably to pay the Obligations in
respect of any fees, expense reimbursements and indemnities then due to the
B-Lenders until paid in full; and (iv) thereafter, in the order specified in
Section 4.02(b)(i).

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<PAGE>

                  (c)      In each instance, so long as no Event of Default has
occurred and is continuing, Section 4.04(b) shall not be deemed to apply to any
payment by the Borrowers specified by the Administrative Borrower to the
Administrative Agent to be for the payment of the principal of or interest on
the B-Loans or other related Obligations then due and payable under any
provision of this Agreement or the payment of all or part of the principal of
the B-Loans in accordance with the terms and conditions of Section 2.05.

                  (d)      For purposes of Section 4.04(b) (other than clause
(x) of Section 4.04(b)), "paid in full" means payment of all amounts owing under
the Loan Documents according to the terms thereof, including loan fees, service
fees, professional fees, interest (and specifically including interest accrued
after the commencement of any Insolvency Proceeding), default interest, interest
on interest, and expense reimbursements, except to the extent that default or
overdue interest (but not any other interest), loan fees, service fees,
professional fees, expense reimbursements, or other fees and expenses, each
arising from or related to a default are disallowed in any Insolvency
Proceeding, and, for purposes of clause (x) of Section 4.04(b), "paid in full"
means payment of all amounts owing under the Loan Documents according to the
terms thereof, including loan fees, service fees, professional fees, interest
(and specifically including interest accrued after the commencement of any
Insolvency Proceeding), default interest, interest on interest, and expense
reimbursements, whether or not any of the foregoing would be or is allowed or
disallowed in whole or in part in any Insolvency Proceeding.

                  Section 4.05 Increased Costs and Reduced Return.

                  (a)      If any Lender, the Agent or the L/C Issuer shall have
determined that the adoption or implementation of, or any change in, any law,
rule, treaty or regulation, or any policy, guideline or directive of, or any
change in, the interpretation or administration thereof by, any court, central
bank or other administrative or Governmental Authority, or compliance by any
Lender, the Agent or the L/C Issuer or any Person controlling any such Lender,
the Agent or the L/C Issuer with any directive of, or guideline from, any
central bank or other Governmental Authority or the introduction of, or change
in, any accounting principles applicable to any Lender, the Agent or the L/C
Issuer or any Person controlling any such Lender, the Agent or the L/C Issuer
(in each case, whether or not having the force of law) (each, a "Change in
Law"), shall (i) subject such Lender, the Agent or the L/C Issuer, or any Person
controlling such Lender, the Agent or the L/C Issuer to any tax, duty or other
charge with respect to this Agreement or any Loan made by such Lender or the
Agent or any Letter of Credit Accommodation issued by the L/C Issuer, or change
the basis of taxation of payments to such Lender, the Agent or the L/C Issuer or
any Person controlling any such Lender, the Agent or the L/C Issuer of any
amounts payable hereunder (except for taxes on the overall net income of such
Lender, the Agent or the L/C Issuer or any Person controlling such Lender, the
Agent or the L/C Issuer), (ii) impose, modify or deem applicable any reserve,
special deposit or similar requirement against any Loan, any Letter of Credit
Accommodation or against assets of or held by, or deposits with or for the
account of, or credit extended by, such Lender, the Agent or the L/C Issuer or
any Person controlling such Lender, the Agent or the L/C Issuer or (iii) impose
on such Lender, the Agent or the L/C Issuer or any Person controlling such
Lender, the Agent or the L/C Issuer any other condition regarding this Agreement
or any Loan or Letter of Credit Accommodation, and the result of any event
referred to in clauses (i), (ii) or (iii) above shall be to increase the cost to
such Lender, the Agent or the L/C Issuer of making any Loan, issuing,
guaranteeing or

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<PAGE>

participating in any Letter of Credit Accommodation, or agreeing to make any
Loan or issue, guaranty or participate in any Letter of Credit Accommodation, or
to reduce any amount received or receivable by such Lender, the Agent or the L/C
Issuer hereunder, then, upon demand by such Lender, the Agent or the L/C Issuer,
the Borrowers shall pay to such Lender, the Agent or the L/C Issuer such
additional amounts as will compensate such Lender, the Agent or the L/C Issuer
for such increased costs or reductions in amount.

                  (b)      If any Lender, the Agent or the L/C Issuer shall have
determined that any Change in Law related to any Capital Guideline, either (i)
affects or would affect the amount of capital required or expected to be
maintained by such Lender, the Agent or the L/C Issuer or any Person controlling
such Lender, the Agent or the L/C Issuer, and such Lender, the Agent or the L/C
Issuer determines that the amount of such capital is increased as a direct or
indirect consequence of any Loans made or maintained, Letter of Credit
Accommodations issued or any guaranty or participation with respect thereto,
such Lender's, the Agent's or the L/C Issuer's or any such other controlling
Person's other obligations hereunder, or (ii) has or would have the effect of
reducing the rate of return on such Lender's, the Agent's or the L/C Issuer's
any such other controlling Person's capital to a level below that which such
Lender, the Agent or the L/C Issuer or such controlling Person could have
achieved but for such circumstances as a consequence of any Loans made or
maintained, Letter of Credit Accommodations issued, or any guaranty or
participation with respect thereto or any agreement to make Loans, to issue
Letter of Credit Accommodations or such Lender's, the Agent's or the L/C
Issuer's or such other controlling Person's other obligations hereunder (in each
case, taking into consideration, such Lender's, the Agent's or the L/C Issuer's
or such other controlling Person's policies with respect to capital adequacy),
then, upon demand by such Lender, the Agent or the L/C Issuer, the Borrowers
shall pay to such Lender, the Agent or the L/C Issuer from time to time such
additional amounts as will compensate such Lender, the Agent or the L/C Issuer
for such cost of maintaining such increased capital or such reduction in the
rate of return on such Lender's, the Agent's or the L/C Issuer's or such other
controlling Person's capital.

                  (c)      All amounts payable under this Section 4.05 shall
bear interest from the date that is ten (10) days after the date of demand by
any Lender, the Agent or the L/C Issuer until payment in full to such Lender,
the Agent or the L/C Issuer at the Reference Rate. A certificate of such Lender,
the Agent or the L/C Issuer claiming compensation under this Section 4.05,
specifying the event herein above described and the nature of such event shall
be submitted by such Lender, the Agent or the L/C Issuer to the Administrative
Borrower, setting forth the additional amount due (the calculation thereof to be
in reasonable detail) and an explanation of the calculation thereof, and such
Lender's, the Agent's or the L/C Issuer's reasons for invoking the provisions of
this Section 4.05, and shall be final and conclusive absent manifest error.

                  (d)      If any Lender, the Agent or the L/C Issuer requests
compensation under this Section 4.05, or if the Borrowers are or would be
required to pay any additional amount to any Lender, the Agent or the L/C Issuer
pursuant to this Section 4.05, then such Lender, the Agent or the L/C Issuer
shall use commercially reasonable efforts to designate a different lending
office for funding or booking its Loans and/or Letter of Credit Accommodations
hereunder or to assign its rights and obligations hereunder to another of its
offices, branches or affiliates, if, in the judgment of such Lender, the Agent
or the L/C Issuer, such designation or assignment (i) would eliminate or reduce
amounts payable pursuant to this Section 4.05 in the future and (ii)

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<PAGE>

would not subject such Lender,  the Agent or the L/C Issuer to any  unreimbursed
cost or expense and would not otherwise be  disadvantageous  to such Lender, the
Agent or the L/C Issuer.  The Borrowers  hereby agree to pay all reasonable cost
and expenses  incurred by any Lender,  the Agent or the L/C Issuer in connection
with any such designation or assignment.

                  Section 4.06 Joint and Several Liability of the Borrowers.
Notwithstanding anything in this Agreement or any other Loan Document to the
contrary, each of the Borrowers hereby accepts joint and several liability
hereunder and under the other Loan Documents in consideration of the financial
accommodations to be provided by the Agent and the Lenders under this Agreement
and the other Loan Documents, for the mutual benefit, directly and indirectly,
of each of the Borrowers and in consideration of the undertakings of the other
Borrowers to accept joint and several liability for the Obligations. Each of the
Borrowers, jointly and severally, hereby irrevocably and unconditionally
accepts, not merely as a surety but also as a co-debtor, joint and several
liability with the other Borrowers, with respect to the payment and performance
of all of the Obligations (including, without limitation, any Obligations
arising under this Section 4.06), it being the intention of the parties hereto
that all of the Obligations shall be the joint and several obligations of each
of the Borrowers without preferences or distinction among them. If and to the
extent that any of the Borrowers shall fail to make any payment with respect to
any of the Obligations as and when due or to perform any of the Obligations in
accordance with the terms thereof, then in each such event, the other Borrowers
will make such payment with respect to, or perform, such Obligation. Subject to
the terms and conditions hereof, the Obligations of each of the Borrowers under
the provisions of this Section 4.06 constitute the absolute and unconditional,
full recourse Obligations of each of the Borrowers, enforceable against each
such Person to the full extent of its properties and assets, irrespective of the
validity, regularity or enforceability of this Agreement, the other Loan
Documents or any other circumstances whatsoever.

                  (b)      The provisions of this Section 4.06 are made for the
benefit of the Agent, the Lenders and their successors and assigns, and may be
enforced by them from time to time against any or all of the Borrowers as often
as occasion therefor may arise and without requirement on the part of the Agent,
the Lenders or such successors or assigns first to marshal any of its or their
claims or to exercise any of its or their rights against any of the other
Borrowers or to exhaust any remedies available to it or them against any of the
other Borrowers or to resort to any other source or means of obtaining payment
of any of the Obligations hereunder or to elect any other remedy. The provisions
of this Section 4.06 shall remain in effect until all of the Obligations shall
have been paid in full or otherwise fully satisfied.

                  (c)      Each of the Borrowers hereby agrees that it will not
enforce any of its rights of contribution or subrogation against the other
Borrowers with respect to any liability incurred by it hereunder or under any of
the other Loan Documents, any payments made by it to the Agent or the Lenders
with respect to any of the Obligations or any Collateral, until such time as all
of the Obligations have been paid in full in cash. Any claim which any Borrower
may have against any other Borrower with respect to any payments to the Agent or
the Lenders hereunder or under any other Loan Documents are hereby expressly
made subordinate and junior in right of payment, without limitation as to any
increases in the Obligations arising hereunder or thereunder, to the prior
payment in full in cash of the Obligations.

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                                   ARTICLE V.

                               CONDITIONS TO LOANS

                  Section 5.01 Conditions Precedent to Effectiveness. This
Agreement shall become effective as of the Business Day (the "Effective Date")
when each of the following conditions precedent shall have been satisfied in a
manner satisfactory to the Agent or waived by the Agent:

                  (a)      Payment of Fees, Etc. The Borrowers shall have paid
on or before the date of this Agreement (i) all invoiced fees, costs, expenses
and taxes then payable pursuant to Section 2.06 and Section 12.04 (including,
without limitation, the invoiced fees and expenses of Hilco and First America
Title Insurance Company).

                  (b)      Representations and Warranties; No Event of Default.
The following statements shall be true and correct: (i) the representations and
warranties contained in ARTICLE VI and in each other Loan Document, certificate
or other writing delivered to the Agent, any Lender or the L/C Issuer pursuant
hereto or thereto on or prior to the Effective Date are true and correct on and
as of the Effective Date as though made on and as of such date and (ii) no
Default or Event of Default shall have occurred and be continuing on the
Effective Date or would result from this Agreement or the other Loan Documents
becoming effective in accordance with its or their respective terms.

                  (c)      Legality. The making of the initial Loans or the
issuance of any Letter of Credit Accommodations shall not contravene any law,
rule or regulation applicable to the Agent, any Lender or the L/C Issuer.

                  (d)      Delivery of Documents. The Collateral Agent shall
have received on or before the Effective Date the following, each in form and
substance reasonably satisfactory to the Collateral Agent and, unless indicated
otherwise, dated the Effective Date:

                           (i)      a Security Agreement, duly executed by each
Domestic Loan Party (which shall include a grant of a Lien on all of the
Domestic Loan Parties' joint venture, partnership or limited liability company
interests of such Domestic Loan Party in Persons that are not its Subsidiaries
directly owned by such Domestic Loan Party, in each case to the extent such Lien
is permitted taking into account applicable law, including, without limitation,
the Uniform Commercial Code);

                           (ii)     (A) a Pledge Agreement, duly executed by
each Loan Party, together with the original stock certificates representing (x)
all of the Capital Stock of (I) such Loan Party's wholly-owned Domestic
Subsidiaries (other than Inactive Subsidiaries) and (II) Milacron Capital and
(y) 65% of the voting Capital Stock of such Loan Party's directly owned Foreign
Subsidiaries (to the extent permissible taking into account applicable law),
other than D-M-E (Hong Kong) Limited, Japan D-M-E Corporation and Ferromatik
Milacron India Limited, and all intercompany promissory notes of such Loan
Parties, accompanied by undated stock powers executed in blank and/or other
proper instruments of transfer and (B) a Pledge Agreement, duly executed by
Milacron Capital in respect of its pledge of 65% of the voting

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Capital Stock of Milacron B.V., which, in the case of this clause (B) complies
with the requirements of law of The Netherlands;

                           (iii)    a Mortgage, duly executed by the applicable
Loan Party, with respect to each Facility and in a suitable form for recording
in an appropriate office;

                           (iv)     a Title Insurance Policy with respect to
each Mortgage, dated as of the Effective Date;

                           (v)      a survey of each Facility subject to a
Mortgage, in form and substance reasonably satisfactory to the Collateral Agent;
provided that a survey shall not be required for the Facilities located at 6328
Ferry Avenue, Charlevoix, Michigan and 558 Leo Street, Dayton, Ohio;

                           (vi)     a UCC Filing Authorization Letter, duly
executed by each Loan Party, together with appropriate financing statements on
Form UCC (or similar financing statements or filings in any foreign
jurisdiction) duly filed in such office or offices as may be necessary or, in
the opinion of the Collateral Agent, desirable to perfect the security interests
purported to be created by each Security Agreement and each Pledge Agreement;

                           (vii)    certified copies of information listing all
effective financing statements which name as debtor any Loan Party and which are
filed in the offices referred to in paragraph (vii) above, together with copies
of such financing statements (or similar filings in any foreign jurisdiction),
none of which, except as otherwise agreed in writing by the Agent, shall cover
any of the Collateral and the results of searches for any tax Lien and judgment
Lien filed against such Person or its property, which results, except as
otherwise agreed to in writing by the Agent, shall not show any such Liens other
than Permitted Liens;

                           (viii)   a copy of the resolutions of each Loan
Party, certified as of the Effective Date by an Authorized Officer thereof,
authorizing (A) the borrowings hereunder (in the case of the Borrowers) and the
transactions contemplated by the Loan Documents to which such Loan Party is or
will be a party, and (B) the execution, delivery and performance by such Loan
Party of each Loan Document to which such Loan Party is or will be a party and
the execution and delivery of the other documents to be delivered by such Person
in connection herewith and therewith;

                           (ix)     a certificate of an Authorized Officer of
each Loan Party, certifying the names and true signatures of the representatives
of such Loan Party authorized to sign each Loan Document to which such Loan
Party is or will be a party and the other documents to be executed and delivered
by such Loan Party in connection herewith and therewith, together with evidence
of the incumbency of such authorized officers;

                           (x)      a certificate of the appropriate official(s)
of the state or other applicable jurisdiction of organization certifying as to
the good standing of, and the payment of taxes by (if issued by such state or
other applicable jurisdiction), such Loan Party in such state or other
applicable jurisdiction, and each material state of foreign qualification of
each Loan Party certifying as to the qualification of such Loan Party to do
business in each such state and, in each case, certified as of a recent date not
more than 30 days prior to the Effective Date, together, if

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requested by the Collateral Agent, with confirmation by telephone or telecopy
(where available) on the Effective Date from such official(s) as to such
matters;

                           (xi)     a true and complete copy (or abstract, as
applicable) of the charter, certificate of formation, certificate of limited
partnership or other publicly filed organizational document of each Loan Party
and Milacron B.V. certified as of a recent date not more than 30 days prior to
the Effective Date by an appropriate official of the state or other applicable
jurisdiction of organization of such Loan Party which shall set forth the same
complete name of such Person as is set forth herein and the organizational
number of such Person, if an organizational number is issued in such
jurisdiction;

                           (xii)    a copy of the charter and by-laws, limited
liability company agreement, operating agreement, agreement of limited
partnership or other organizational document of each Loan Party and Milacron
B.V., together with all amendments thereto, certified as of the Effective Date
by an Authorized Officer of such Loan Party;

                           (xiii)   (A) an opinion of Cravath, Swaine & Moore
LLP, special New York counsel to the Administrative Borrower, substantially in
the form of Exhibit F (including, without limitation, an opinion that the
incurrence of the Indebtedness evidenced by this Agreement and the granting of
the Liens in favor of the Collateral Agent to secure such Indebtedness
(including, without limitation, the granting of Liens on the Facilities) does
not require the granting of an equal and ratable Lien with any agent under the
Euro Indenture for the benefit of the Euro Note Holders pursuant to the express
terms and conditions thereof), (B) an opinion of Hugh O'Donnell, general counsel
of the Administrative Borrower, (C) an opinion of John Gregg, patent counsel of
the Administrative Borrower, (D) an opinion of local counsel in respect of UCC
filings to be made pursuant to Section 5.01(d)(vii) and other appropriate
matters in Delaware, Illinois, Michigan, Massachusetts, Minnesota and Ohio, (E)
an opinion of local counsel to the applicable Loan Parties, in the local
jurisdictions where the Facilities are located, and (F) an opinion of Baker &
McKenzie, counsel to the applicable Loan Parties in respect of the Pledge
Agreements to be executed and delivered pursuant to Section 5.01(d)(ii)(B), in
each case as to such other customary matters as the Collateral Agent may
reasonably request;

                           (xiv)    a certificate of an Authorized Officer of
each Loan Party, certifying as to the matters set forth in subsection (b) of
this Section 5.01;

                           (xv)     a copy of the Financial Statements and the
financial projections described in Section 6.01(g)(ii) hereof, certified as of
the Effective Date as true and correct, in all material respects, by the chief
financial officer of the Parent, and, in the case of such financial projections,
that such projections are believed at the time to be reasonable, are prepared in
good faith and are based on assumptions, methods and tests stated therein which
were believed to be reasonable at the time prepared and upon information
believed to have been accurate based upon the information available at the time
such projections were prepared and that there are no facts or information that
would lead the Person certifying to such projections, to believe that such
projections are in correct or misleading in any material respect;

                           (xvi)    evidence of the insurance coverage required
by Section 7.01(h) and the terms of each Security Agreement and each Mortgage
and such other insurance coverage

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with respect to the business and operations of the Loan Parties as the
Collateral Agent may reasonably request, in each case, where requested by the
Collateral Agent, with such endorsements as to the named insureds or loss payees
thereunder (in the case of liability and property insurance) as the Collateral
Agent may request and providing that such policy may be terminated or canceled
(by the insurer or the insured thereunder) only upon 30 days' prior written
notice to the Collateral Agent and each such named insured or loss payee,
together with evidence of the payment of all premiums due in respect thereof for
such period as the Collateral Agent may request;

                           (xvii)   a certificate of an Authorized Officer of
the Administrative Borrower, certifying the names and true signatures of the
persons that are authorized to provide Notices of Borrowing and all other
notices under this Agreement and the other Loan Documents;

                           (xviii)  Landlord Waiver, Bailee Letter and/or
similar collateral access agreements, in each case, in form and substance
reasonably satisfactory to the Agent and which may be included as a provision
contained in the relevant Lease or other agreement, executed by each landlord
and/or bailee with respect to each of the Leases set forth on Schedule 6.01(o),
it being understood that (A) the failure to obtain such waivers, letters and/or
agreements on or prior to the Effective Date will not result in a failure to
satisfy a condition precedent to the effectiveness of this Agreement or an Event
of Default, provided, that the Borrowers have used reasonable effects to obtain
such waivers, letters and/or agreements, and (B) the Administrative Agent shall
have the right to establish customary Reserves for the failure to obtain such
waivers, letters and/or agreements;

                           (xix)    copies of the Euro Indenture and the other
Material Contracts as in effect on the Effective Date, certified as true and
correct copies thereof by an Authorized Officer of the Administrative Borrower,
together with a certificate of an Authorized Officer of the Administrative
Borrower stating that such agreements remain in full force and effect, have not
been otherwise amended or modified, and that none of the Loan Parties is in
breach or default in any of its obligations under such agreements, other than
breaches or defaults that, individually and in the aggregate, are of immaterial
obligations thereunder;

                           (xx)     a termination and release agreement with
respect to the Existing Credit Facility and all related documents, duly executed
by the applicable Loan Parties and the Existing Agent, on behalf of itself and
the Existing Lenders and authorization by the Existing Agent to the Agent to
file UCC termination statements for all UCC financing statements filed by the
Existing Agent, on behalf of the Existing Lenders, and covering any portion of
the Collateral;

                           (xxi)    a termination and release agreement with
respect to the Existing Receivables Facility and all related agreements,
instruments or other documents, duly executed by the parties necessary to
terminate such facility;

                           (xxii)   the Intercompany Subordination Agreement,
duly executed by each Loan Party and its Subsidiaries; and

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                           (xxiii)  such other agreements, instruments,
approvals, opinions and other documents, each reasonably satisfactory to the
Collateral Agent in form and substance, as the Collateral Agent may reasonably
request.

                  (e)      Availability. After giving effect to all Loans to be
made on the Effective Date and the Letter of Credit Accommodations to be issued
on the Effective Date, after giving effect to the Mizuho/Glencore Transactions
and the refinancing of the Parent's 8-3/8% Notes due 2004, (i) the sum of (A)
Availability plus (B) unrestricted cash and cash equivalents (as defined in the
Parent's most recent financial statements) of the Parent and its consolidated
Subsidiaries, shall not be less than $50,000,000, (ii) the sum of (A)
Availability plus (B) cash and cash equivalents of the Loan Parties in the
United States shall not be less than $20,000,000 and (iii) all reserves
established for accounts payable of the Loan Parties that are past due shall be
in accordance with recent historical standards. The Parent shall deliver to the
Collateral Agent a certificate of the chief financial officer of the Parent
certifying as to the matters set forth in clauses (i), (ii) and (iii) above and
containing the calculation of Availability.

                  (f)      Material Adverse Effect. The Collateral Agent shall
have determined, in its reasonable discretion, that since December 31, 2003, no
Material Adverse Effect shall have occurred or become known to the Agent.

                  (g)      Approvals. (i) All necessary consents, authorizations
and approvals of, and filings and registrations with, and all other actions in
respect of, any Governmental Authority or other Person required in connection
with the making of the Loans shall have been obtained and shall be in full force
and effect (other than consents, authorizations and approval of, and filings and
registrations with, and all other actions in respect of any Person in connection
with the granting of a Lien on immaterial (A) joint venture interests, (B)
intellectual property licenses and (C) other contractual rights of the Loan
Parties) and (ii) all necessary consents, authorizations and approvals of, and
filings and registrations with, and all other actions in respect of, any
Governmental Authority and all material consents, authorizations and approvals
of, and filings and registrations with, and all other actions in respect of, any
other Person required in connection with the conduct of the Loan Parties'
business.

                  (h)      Proceedings; Receipt of Documents. All proceedings in
connection with the making of the initial Loans or the issuance of the initial
Letter of Credit Accommodations and the other transactions contemplated by this
Agreement and the other Loan Documents, and all documents incidental hereto and
thereto, shall be reasonably satisfactory to the Collateral Agent and its
counsel, and the Collateral Agent and such counsel shall have received all such
information and such counterpart originals or certified or other copies of such
documents as the Collateral Agent or such counsel may reasonably request.

                  (i)      Due Diligence. The Agent shall have completed their
legal and collateral due diligence with respect to each Loan Party and the
results thereof shall be reasonably satisfactory to the Agent.

                  (j)      Financial Assistance. The Administrative Borrower
shall deliver to the Collateral Agent a certificate of an Authorized Officer of
the Administrative Borrower certifying that (i) the Loans are not being used to
subscribe for or acquire shares of Milacron Capital or

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Milacron B.V. or to refinance existing Indebtedness used for such purpose. The
Agent shall be reasonably satisfied that the Dutch financial assistance rules do
not apply to the pledge of the Capital Stock of Milacron Capital or Milacron
B.V.

                  (k)      Fanuc. The Collateral Agent shall have received a
certificate of the Parent certifying that the Fanuc Agreement shall be in full
force and effect and existing on terms and conditions that are consistent in all
material respects with the existing terms and conditions applicable thereto on
or prior to December 23, 2003.

                  (l)      Investment Banker. The Parent shall have engaged an
investment banker reasonably acceptable to the Agent in connection with the
proposed issuance of debt or equity securities (the "Securities") in order to,
among other things, repay the B-Loans.

                  (m)      Mizuho/Glencore Transactions. The Parent shall have
received cash proceeds pursuant to the Mizuho/Glencore Transaction Documents of
$100,000,000 (before taking into account any debt or expenses to be paid with
the proceeds thereof).

                  Section 5.02 Conditions Precedent to All Loans and Letter of
Credit Accommodations. The obligation of the Agent or any Lender to make any
Loan or of the Administrative Agent to assist the Borrowers in establishing or
opening any Letter of Credit Accommodation on or after the Effective Date is
subject to the fulfillment, in a manner satisfactory to the Administrative
Agent, of each of the following conditions precedent:

                  (a)      Payment of Fees, Etc. The Borrowers shall have paid
all fees, costs, expenses and taxes then payable by the Borrowers pursuant to
this Agreement and the other Loan Documents, including, without limitation,
Section 2.06 and Section 12.04 hereof.

                  (b)      Representations and Warranties; No Event of Default.
The following statements shall be true and correct, and the submission by the
Administrative Borrower to the Administrative Agent of a Notice of Borrowing
with respect to each such Loan, and the Borrowers' acceptance of the proceeds of
such Loan, and the issuance of each Letter of Credit Accommodation, shall each
be deemed to be a representation and warranty by each Loan Party on the date of
such Loan or the date of issuance of such Letter of Credit Accommodation that:
(i) the representations and warranties contained in ARTICLE VI and in each other
Loan Document, certificate or other writing delivered to any Agent or any Lender
pursuant hereto or thereto on or prior to the date of such Loan or such Letter
of Credit Accommodation are true and correct on and as of such date as though
made on and as of such date, (ii) at the time of and after giving effect to the
making of such Loan and the application of the proceeds thereof or at the time
of issuance of such Letter of Credit Accommodation, no Default or Event of
Default has occurred and is continuing or would result from the making of the
Loan to be made, or the issuance of such Letter of Credit Accommodation to be
issued, on such date and (iii) the conditions set forth in this Section 5.02
have been satisfied as of the date of such request.

                  (c)      Legality. The making of such Loan or the issuance of
such Letter of Credit Accommodation shall not contravene any law, rule or
regulation applicable to the Agent, any Lender or the L/C Issuer.

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                  (d)      Notices. The Administrative Agent shall have received
a Notice of Borrowing pursuant to Section 2.02 hereof.

                                   ARTICLE VI.

                         REPRESENTATIONS AND WARRANTIES

                  Section 6.01 Representations and Warranties. Each Loan Party
hereby represents and warrants to the Agent, the Lenders and the L/C Issuer as
follows:

                  (a)      Organization, Good Standing, Etc. Each Loan Party (i)
is a corporation, limited liability company or limited partnership duly
organized, validly existing and in good standing under the laws of the state,
province or other applicable jurisdiction of its organization, (ii) has all
requisite power and authority to conduct its business as now conducted and as
presently contemplated and, in the case of the Borrowers, to make the borrowings
hereunder, and to execute and deliver each Loan Document to which it is a party,
and to consummate the transactions contemplated thereby, and (iii) is duly
qualified to do business and is in good standing in each jurisdiction in which
the character of the properties owned or leased by it or in which the
transaction of its business makes such qualification necessary, except where the
absence of any such qualification could not reasonably be expected to result in
a Material Adverse Effect.

                  (b)      Authorization, Etc. The execution, delivery and
performance by each Loan Party of each Loan Document to which it is or will be a
party, (i) have been duly authorized by all necessary action, (ii) do not and
will not contravene its (x) charter or by-laws, its limited liability company or
operating agreement or its certificate of partnership or partnership agreement,
as applicable, or (y) any material applicable law or any material contractual
restriction binding on or otherwise affecting it or any of its properties
(including, without limitation, the Euro Indenture), (iii) do not and will not
result in or require the creation of any Lien (other than pursuant to any Loan
Document) upon or with respect to any of its properties, other than Liens
securing obligations in an aggregate amount not exceeding $100,000, and (iv) do
not and will not result in any default, noncompliance, suspension, revocation,
impairment, forfeiture or nonrenewal of any material permit, license,
authorization or approval applicable to its operations or any of its properties.

                  (c)      Governmental Approvals. 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
any Loan Party of any Loan Document to which it is or will be a party, other
than (i) those that have been obtained or made and are in full force and effect
and (ii) filings necessary to perfect Liens on the Collateral.

                  (d)      Enforceability of Loan Documents. This Agreement is,
and each other Loan Document to which any Loan Party is or will be a party, when
delivered hereunder, will be, a legal, valid and binding obligation of such
Person, enforceable against such Person in accordance with its 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.

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                  (e)      Subsidiaries. Schedule 6.01(e) is a complete and
correct description of the name, jurisdiction of incorporation and ownership of
the outstanding Capital Stock of the Subsidiaries of the Parent in existence on
the date of this Agreement. Except as described in Schedule 6.01(e), all of the
issued and outstanding shares of Capital Stock of such Subsidiaries have been
validly issued and are fully paid and nonassessable, and the holders thereof are
not entitled to any preemptive, first refusal or other similar rights. Except as
indicated on such Schedule, all such Capital Stock is owned by the Parent or one
or more of its wholly-owned Subsidiaries, free and clear of all Liens and there
are no outstanding debt or equity securities of the Parent or any of its
Subsidiaries and no outstanding obligations of the Parent or any of its
Subsidiaries convertible into or exchangeable for, or warrants, options or other
rights for the purchase or acquisition from the Parent or any of its
Subsidiaries, or other obligations of any Subsidiary to issue, directly or
indirectly, any shares of Capital Stock of any Subsidiary of the Parent.

                  (f)      Litigation; Commercial Tort Claims. Except as set
forth in Schedule 6.01(f), (i) there is no pending or, to the best knowledge of
any Loan Party, threatened action, suit or proceeding affecting any Loan Party
or its properties before any court or other Governmental Authority or any
arbitrator (other than any action, suit or proceeding that is an Excluded Note
Event and except with respect to any action, suit or proceeding expressly
addressed in Section 6.01(r)) that (A) could reasonably be expected to have a
Material Adverse Effect or (B) relates to this Agreement or any other Loan
Document or any transaction contemplated hereby or thereby and (ii) as of the
Effective Date, none of the Loan Parties holds any commercial tort claims, with
a claim exceeding $100,000, in respect of which a claim has been filed in a
court of law or a written notice by an attorney has been given to a potential
defendant.

                  (g)      Financial Condition.

                           (i)      The Financial Statements, copies of which
have been delivered to the Agent and each Lender, fairly present, in all
material respects, the consolidated financial condition of the Parent and its
Subsidiaries as at the respective dates thereof and the consolidated results of
operations of the Parent and its Subsidiaries for the fiscal periods ended on
such respective dates, all in accordance with GAAP, and since December 30, 2002,
no event or development has occurred that has had or could reasonably be
expected to have a Material Adverse Effect.

                           (ii)     The Parent has heretofore furnished to each
Agent and each Lender (A) projected monthly balance sheets, income statements
and statements of cash flows of the Parent and its Subsidiaries for the period
from October 2003 through December 2004, and (B) projected annual balance
sheets, income statements and statements of cash flows of the Parent and its
Subsidiaries for the Fiscal Year ending in 2005. Such projections were believed
by the Loan Parties at the time furnished to be reasonable, were prepared and in
good faith by the Loan Parties, and were based on assumptions, methods and tests
stated therein which were believed by the Loan Parties to be reasonable at the
time prepared and upon information believed by the Loan Parties to have been
accurate based upon the information available to the Loan Parties at the time
such projections were prepared, and the Parent shall not be aware of any facts
or

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information that would lead it to believe that such projections are incorrect or
misleading in any material respect.

                  (h)      Compliance with Law, Etc. No Loan Party is in
violation of its organizational documents, any law, rule, regulation, judgment
or order of any Governmental Authority applicable to it or any of its property
or assets, or any material term of any material agreement or instrument
(excluding any agreement or instrument in respect of Indebtedness but including
any other Material Contract) binding on or otherwise affecting it or any of its
properties, and no Default or Event of Default has occurred and is continuing.
Notwithstanding the foregoing, this Section shall not be deemed to address any
matters expressly addressed in Sections 6.01(i), 6.01(j), 6.01(n) or 6.01(r),
such matters being subject solely to such Sections.

                  (i)      ERISA. Except as set forth on Schedule 6.01(i), (i)
each Employee Plan is in substantial compliance in all substantial respects with
ERISA and the Internal Revenue Code, (ii) no Termination Event has occurred nor
is reasonably expected to occur with respect to any Employee Plan, (iii) since
the date of the most recent annual report (Form 5500 Series) with respect to
each Employee Plan, including any required Schedule B (Actuarial Information)
thereto, copies of which have been filed with the Internal Revenue Service and
delivered or made available upon request to the Agent, there has been no
material adverse change in such funding status, (iv) copies of each agreement
entered into with the PBGC, the U.S. Department of Labor or the Internal Revenue
Service with respect to any Employee Plan have been delivered to the Agent, (v)
no Employee Plan had an accumulated funding deficiency (whether or not waived)
or has applied for an extension of any amortization period within the meaning of
Section 412 of the Internal Revenue Code at any time during the previous 60
months, and (vi) no Lien imposed under Section 412 of the Internal Revenue Code
or Section 4068 of ERISA exists or is reasonably expected to arise on account of
any Employee Plan. Except as set forth on Schedule 6.01(i), no Loan Party or any
of its ERISA Affiliates has incurred any withdrawal liability under ERISA with
respect to any Multiemployer Plan, or is reasonably expected in the future to
incur any such withdrawal liability. No Loan Party or any of its ERISA
Affiliates or any fiduciary of any Employee Plan has (i) engaged in a nonexempt
prohibited transaction described in Sections 406 of ERISA or 4975 of the
Internal Revenue Code, (ii) failed to pay any required installment or other
payment required under Section 412 of the Internal Revenue Code on or before the
due date for such required installment or payment, (iii) engaged in a
transaction within the meaning of Section 4069 of ERISA or (iv) incurred any
material liability to the PBGC which remains outstanding other than the payment
of premiums, and there are no such premium payments which have become due which
are unpaid. There are no pending or, to the best knowledge of any Loan Party,
threatened material claims, actions, proceedings or lawsuits (other than claims
for benefits in the normal course) asserted or instituted against (i) any
Employee Plan or its assets, (ii) any fiduciary with respect to any Employee
Plan, or (iii) any Loan Party or any of its ERISA Affiliates with respect to any
Employee Plan. Except as set forth on Schedule 6.01(i) and except as required by
Section 4980B of the Internal Revenue Code, no Loan Party or any of its ERISA
Affiliates maintains an employee welfare benefit plan (as defined in Section
3(1) of ERISA) which provides health or welfare benefits (through the purchase
of insurance or otherwise) for any retired or former employee of any Loan Party
or any of its ERISA Affiliates or coverage after a participant's termination of
employment.

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                  (j)      Taxes, Etc. All Federal and material foreign, state
and local tax returns and other reports required by applicable law to be filed
by any Loan Party have been filed, or extensions have been obtained, and all
taxes, assessments and other governmental charges imposed upon any Loan Party or
any property of any Loan Party and which have become due and payable on or prior
to the date hereof have been paid, except such taxes, assessments and
governmental charges in an aggregate amount not exceeding $100,000 or to the
extent contested in good faith by proper proceedings which stay the imposition
of any penalty, fine or Lien resulting from the non-payment thereof and with
respect to which adequate reserves, if any, have been set aside for the payment
thereof on the Financial Statements to the extent required by and in accordance
with GAAP.

                  (k)      Regulations T, U and X. No Loan Party is or will be
engaged in the business of extending credit for the purpose of purchasing or
carrying margin stock (within the meaning of Regulation T, U or X), and no
proceeds of any Loan 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.

                  (l)      Nature of Business.

                           (i)      As of the Effective Date, except with
respect to Milacron Capital, no Loan Party is engaged in any business other than
as described in the Parent's Form 10-K for the period ending December 31, 2002
with the SEC.

                           (ii)     Immediately prior to the Effective Date,
Milacron Capital (x) does not conduct and is not engaged in any business or
operations other than such business and operations related to the ownership of
the Capital Stock of its Subsidiaries and the performance of any other business
and operations customarily performed by a holding company, (y) has an aggregate
book value of its assets and properties (other than its Subsidiaries) of not
greater than $1,000,000 and has aggregate liabilities (other than liabilities
related to the Euro Notes and the Existing Credit Facility) of not greater than
$100,000, and (z) has revenues (on a non-consolidated basis) for the four fiscal
quarters ending immediately prior to the Effective Date of not greater than $0.

                           (iii)    As of the Effective Date, with respect to
the Domestic Subsidiaries that are not a Loan Party, (x) no such Domestic
Subsidiary conducts or engages in any business or operations, and (y) the
aggregate book value of their assets and properties is not greater than $0, the
aggregate amount of their liabilities is not greater than $0 and (z) the
aggregate amount of their revenues for the four fiscal quarters ending
immediately prior to the Effective Date is not greater than $0.

                           (iv)     As of the Effective Date, Milacron Assurance
has no assets or liabilities other than those associated with the provision of
self-insurance to the Parent and its other Subsidiaries and services related
thereto, and does not conduct and is not engaged in any business or operations
other than such business and operations related to the provision of such
insurance and services related thereto all of which insurance and related
services are provided solely for the benefit of the Parent or its Subsidiaries.

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                  (m)      Adverse Agreements, Etc. No Loan Party is a party to
any agreement or instrument, or subject to any charter, limited liability
company agreement, partnership agreement or other corporate, partnership or
limited liability company restriction or any judgment, order, regulation, ruling
or other requirement of a court or other Governmental Authority, which has, or
in the future could reasonably be expected to have, a Material Adverse Effect,
except if the Loan Parties are unable to satisfy their payment obligations under
the Euro Notes.

                  (n)      Permits, Etc. Each Loan Party has, and is in
compliance with all permits, licenses, authorizations, approvals, entitlements
and accreditations required for such Person lawfully to own, lease, manage or
operate, or to acquire, each business currently owned, leased, managed or
operated, or to be acquired, by such Person, which, if not obtained, could not
reasonably be expected to have a Material Adverse Effect. No condition exists or
event has occurred which, in itself or with the giving of notice or lapse of
time or both, would result in the suspension, revocation, impairment, forfeiture
or non-renewal of any such permit, license, authorization, approval, entitlement
or accreditation, and there is no claim that any thereof is not in full force
and effect, except, to the extent any such condition, event or claim could not
be reasonably be expected to have a Material Adverse Effect.

                  (o)      Properties.

                           (i)      Each Loan Party has good and marketable
title to, valid leasehold interests in, or valid licenses to use, all property
and assets material to its business, free and clear of all Liens, except
Permitted Liens. All such properties and assets are in working order and
condition, ordinary wear and tear excepted.

                           (ii)     Schedule 6.01(o) sets forth a complete and
accurate list, as of the Effective Date, of the location, by state and street
address, of all real property owned or leased by each Loan Party. As of the
Effective Date, each Loan Party has valid leasehold interests in the Leases
described on Schedule 6.01(o) to which it is a party. Schedule 6.01(o) sets
forth with respect to each such Lease, termination date and annual base rents.
Each such Lease is valid and enforceable in accordance with its terms in all
material respects and is in full force and effect. No consent or approval of any
landlord or other third party in connection with any such Lease is necessary for
any Loan Party to enter into and execute the Loan Documents to which it is a
party, except as set forth on Schedule 6.01(o). To the best knowledge of any
Loan Party, no other party to any such Lease is in default of its material
obligations thereunder, and no Loan Party (or any other party to any such Lease)
has at any time delivered or received any notice of default which remains
uncured under any such Lease and, as of the Effective Date, no event has
occurred which, with the giving of notice or the passage of time or both, would
constitute a default under any such Lease.

                  (p)      Full Disclosure. Each Loan Party has disclosed to the
Agent all agreements, instruments and corporate or other restrictions to which
it is subject, and all other matters known to it, that, individually or in the
aggregate, could reasonably be expected to result in a Material Adverse Effect.
None of the other reports, financial statements, certificates or other
information furnished by or on behalf of any Loan Party to the Agent in
connection with the negotiation of this Agreement or delivered hereunder (as
modified or supplemented by other information so furnished) contains any
material misstatement of fact or omits to state any

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material fact necessary to make the statements therein, in the light of the
circumstances under which it was made, not misleading; provided that, with
respect to projected financial information, each Loan Party represents only that
such information was prepared in good faith based upon assumptions believed to
be reasonable at the time prepared. There is no contingent liability or fact
that could reasonably be expected to have a Material Adverse Effect which has
not been set forth in a footnote included in the Financial Statements or a
Schedule hereto.

                  (q)      Operating Lease Obligations. On the Effective Date,
none of the Loan Parties has any Operating Lease Obligations with annual
payments exceeding $100,000 other than the Operating Lease Obligations set forth
on Schedule 6.01(q).

                  (r)      Environmental Matters. Except as set forth on
Schedule 6.01(r), specific to each of the following subsections:

                           (i)      each Loan Party's businesses, Facilities,
operations, properties and assets are in material compliance with all
Environmental Laws;

                           (ii)     each Loan Party has obtained and is in
material compliance with all material Environmental Permits necessary to
operate, use or occupy all of such Loan Party's businesses, Facilities,
operations, properties and assets;

                           (iii)    each Loan Party has obtained and is in
material compliance with any applicable financial assurance requirements under
RCRA and any similar Environmental Law, as specifically set forth but not
limited to 40 C.F.R. 264 and 265, necessary, to operate, use or occupy all of
such Loan Party's businesses, or occupy all of such Loan Party's Facilities and
properties;

                           (iv)     each Loan Party is in material compliance
with all applicable writs, orders, consent decrees, judgments, and injunctions,
decrees, informational requests or demands issued by any Governmental Authority
or Person pursuant to, or under, any Environmental Laws;

                           (v)      there are no material Environmental Liens
associated or, to the best knowledge of each Loan Party, threatened to be
associated with any Loan Parties' businesses, Facilities, operations, properties
and assets;

                           (vi)     there has been no Release at any of the
properties currently or, during the period of ownership or operation by any Loan
Party, previously owned or operated by any Loan Party or a predecessor in
interest which could reasonably be expected to have a Material Adverse Effect;

                           (vii)    to the knowledge of any Loan Party, there
has been no Release at any disposal or treatment facility which received
Hazardous Materials Handled by any Loan Party or any predecessor in interest
which could reasonably be expected to have a Material Adverse Effect;

                           (viii)   no Environmental Action has been asserted
against any Loan Party or any predecessor in interest nor does any Loan Party
have knowledge or notice of any

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threatened or pending Environmental Action against any Loan Party or any
predecessor in interest which, in any case, could reasonably be expected to have
a Material Adverse Effect;

                           (ix)     to the knowledge of any Loan Party, no
Environmental Actions have been asserted against any facilities that may have
received Hazardous Materials Handled by any Loan Party or any predecessor in
interest which could reasonably be expected to have a Material Adverse Effect;

                           (x)      no property now or, during the period of
ownership or operation by any Loan Party, formerly owned or operated by a Loan
Party has been used as a treatment, storage or disposal site for any Hazardous
Material, except as could not reasonably be expected to have a Material Adverse
Effect;

                           (xi)     during the past 3 years, no Loan Party has
failed to report to the proper Governmental Authority any Release which is
required to be so reported by any Environmental Laws, except as could not
reasonably be expected to have a Material Adverse Effect; and

                           (xii)    no Loan Party has received any written
notification pursuant to any Environmental Laws that (A) any work, repairs,
construction or Capital Expenditures are required to be made in respect as a
condition of continued compliance with any Environmental Law or Environmental
Permit or (B) any Environmental Permit referred to above is about to be
reviewed, made, subject to limitations or conditions, revoked, withdrawn or
terminated, in each case, except as could not reasonably be expected to have a
Material Adverse Effect.

                  (s)      Insurance. Each Loan Party keeps its property
adequately insured and maintains (i) insurance to such extent and against such
risks, including fire, as is customary with companies of similar size and in the
same or similar businesses, (ii) workmen's compensation insurance in the amount
required by applicable law, (iii) public liability insurance, which shall
include product liability insurance, in the amount customary with companies of
similar size and in the same or similar business against claims for personal
injury or death on properties owned, occupied or controlled by it, and (iv) such
other insurance as may be required by law. Schedule 6.01(s) sets forth a list of
all insurance maintained by each Loan Party on the Effective Date.

                  (t)      Use of Proceeds.

                           (i)      On the Effective Date, the proceeds of the
Loans, together with cash and cash equivalents of the Parent and its
Subsidiaries in the United States, shall be used to (A) refinance existing
Indebtedness of the Loan Parties under the Existing Credit Facility, (B) repay
the Existing Receivables Facility, which will result in the termination of that
facility (including by repurchasing receivables sold under Milacron Commercial
Corp.'s receivables sale facility upon its termination), and (C) pay fees and
expenses in connection with the transactions contemplated hereby.

                           (ii)     After the Effective Date, the proceeds of
the Loans will be used to fund general corporate purposes of the Loan Parties
and their Subsidiaries and may be used as contemplated by the Mizuho/Glencore
Transactions and in accordance with the proviso in the

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definition of Euro Note Restructuring Transaction. The Letter of Credit
Accommodations will be used for general corporate and working capital purposes.

                  (u)      Location of Bank Accounts. Schedule 6.01(u) sets
forth a complete and accurate list as of the Effective Date of all deposit,
checking and other bank accounts, all securities and other accounts maintained
with any broker dealer and all other similar accounts maintained by each Loan
Party, together with a description thereof (i.e., the bank or broker dealer at
which such deposit or other account is maintained and the account number and the
purpose thereof). As of the Effective Date, no Loan Party maintains any other
accounts other than those set forth on Schedule 6.01(u).

                  (v)      Intellectual Property.

                           (i)      Except as set forth on Schedule 6.01(v) each
Loan Party owns or licenses or otherwise has the right to use all material
licenses, permits, patents, patent applications, trademarks, trademark
applications, service marks, tradenames, trade secrets, copyrights, copyright
applications, franchises, authorizations and other intellectual property rights
that are necessary for the operation of its business, without infringement upon
or conflict with the rights of any other Person with respect thereto. Set forth
on Schedule 6.01(v) is a complete and accurate list as of the Effective Date of
all such material licenses, permits, patents, patent applications, trademarks,
trademark applications, service marks, tradenames, trade secrets, copyrights,
copyright applications, franchises, authorizations, non-governmental licenses
and permits and other intellectual property rights of each Loan Party. Except as
set forth on Schedule 6.01(v), no slogan or other advertising device, product,
process, method, substance, part or other material now employed, or now
contemplated to be employed, by any Loan Party infringes upon or conflicts with
any rights owned by any other Person, and no claim or litigation regarding any
of the foregoing is pending or threatened in writing. To the best knowledge of
each Loan Party, no patent, invention, device, application, principle or any
statute, law, rule, regulation, standard or code is pending or proposed, which,
individually or in the aggregate, could have a Material Adverse Effect.

                           (ii)     Each Loan Party has taken reasonable
measures to protect the secrecy, confidentiality and value of all trade secrets
used in its business (collectively, the "Business Trade Secrets"). To the best
knowledge of any Loan Party, none of the Business Trade Secrets have been
disclosed to any Person other than employees or contractors of the Loan Parties
who had a need to know and use such Business Trade Secrets in the ordinary
course of employment or contract performance and who executed appropriate
confidentiality agreements prohibiting the unauthorized use or disclosure of
such Business Trade Secrets and containing other terms reasonably necessary or
appropriate for the protection and maintenance of such Business Trade Secrets.
To the best knowledge of any Loan Party, no unauthorized disclosure of any
Business Trade Secrets has been made.

                  (w)      Material Contracts. Set forth on Schedule 6.01(w) is
a complete and accurate list as of the Effective Date of all Material Contracts
of each Loan Party, showing the parties and subject matter thereof and
amendments and modifications thereto. Each such Material Contract (i) is in full
force and effect and is binding upon and enforceable against each Loan Party
that is a party thereto and, to the best knowledge of such Loan Party, all other
parties

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thereto in accordance with its terms, (ii) has not been otherwise amended or
modified (other than pursuant to the Euro Note Restructuring Transaction with
respect to the Euro Notes and the Euro Note Indenture), and (iii) is not in
default due to the action of any Loan Party or, to the best knowledge of any
Loan Party, any other party thereto, other than a default that may arise that
constitutes or results directly from an Excluded Note Event.

                  (x)      Holding Company and Investment Company Acts. None of
the Loan Parties is (i) a "holding company" or a "subsidiary company" of a
"holding company" or an "affiliate" of a "holding company", as such terms are
defined in the Public Utility Holding Company Act of 1935, as amended, or (ii)
an "investment company" as such terms are defined in the Investment Company Act
of 1940, as amended.

                  (y)      Employee and Labor Matters. There is (i) no unfair
labor practice complaint pending or, to the best knowledge of any Loan Party,
threatened against any Loan Party before any Governmental Authority and no
grievance or arbitration proceeding pending or, to the best knowledge of any
Loan Party, threatened against any Loan Party which arises out of or under any
collective bargaining agreement that would affect a material portion of the
business of any Loan Party, (ii) no strike, labor dispute, slowdown, stoppage or
similar action or grievance pending or threatened against any Loan Party or
(iii) to the best knowledge of any Loan Party, no union representation question
existing with respect to the employees of any Loan Party and no union organizing
activity taking place with respect to any of the employees of any Loan Party. No
Loan Party or any of its ERISA Affiliates has incurred any liability or
obligation under the Worker Adjustment and Retraining Notification Act ("WARN")
or similar state or foreign law, which remains unpaid or unsatisfied. The hours
worked and payments made to employees of any Loan Party have not been in
violation of the Fair Labor Standards Act or any other applicable legal
requirements other than violations of immaterial obligations of any Loan Party
resulting in immaterial liability incurred by any Loan Party. All material
payments due from any Loan Party on account of wages and employee health and
welfare insurance and other benefits have been paid or accrued as a liability on
the books of such Loan Party.

                  (z)      Customers and Suppliers. There exists no actual or
threatened termination, cancellation or limitation of, or modification to or
change in, the business relationship between (i) any Loan Party, on the one
hand, and any customer or any group thereof, on the other hand, whose agreements
with any Loan Party are individually or in the aggregate material to the
business or operations of the Loan Parties taken as a whole, or (ii) any Loan
Party, on the one hand, and any material supplier thereof, on the other hand,
whose agreements with any Loan Party are individually or in the aggregate
material to the business or operations of the Loan Parties taken as a whole, and
there exists no present state of facts or circumstances that could give rise to
or result in any such termination, cancellation, limitation, modification or
change which would, individually or in the aggregate, be material to the
business or operations of the Loan Parties taken as a whole.

                  (aa)     Name; Jurisdiction of Organization; Organizational ID
Number; Chief Place of Business; Chief Executive Office; FEIN. Schedule 6.01(aa)
sets forth a complete and accurate list as of the date hereof of (i) the full
and correct legal name of each Loan Party, (ii) the jurisdiction of organization
of each Loan Party, (iii) the organizational identification number of each Loan
Party (or indicates that such Loan Party has no organizational identification
number),

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(iv) each place of business of each Loan Party, (v) the chief executive office
of each Loan Party and (vi) the federal employer identification number of each
Loan Party.

                  (bb)     Tradenames. Schedule 6.01(bb) hereto sets forth a
complete and accurate list as of the Effective Date of all tradenames, business
names or similar appellations used by each Loan Party or any of its divisions or
other business units during the past five years.

                  (cc)     Locations of Collateral. There is no location at
which any Loan Party has any Collateral (except for Inventory in transit and
Inventory in locations not within the United States with an aggregate Book Value
not exceeding $650,000) other than (i) those locations listed on Schedule
6.01(cc) and (ii) any other locations approved in writing by the Collateral
Agent (and with respect to Inventory, the Administrative Agent) from time to
time. Schedule 6.01(cc) hereto contains a true, correct and complete list, as of
the Effective Date, of the legal names and addresses of each warehouse at which
Collateral of each Loan Party is stored. None of the receipts received by any
Loan Party from any warehouse states that the goods covered thereby are to be
delivered to bearer or to the order of a named Person or to a named Person and
such named Person's assigns.

                  (dd)     Security Interests. Each Security Agreement creates
in favor of the Collateral Agent, for the benefit of the Agent and the Lenders,
a legal, valid and enforceable security interest in the Collateral secured
thereby. To the extent governed by the Uniform Commercial Code, upon the filing
of the UCC financing statements described in Section 5.01(d)(vii) and the
recording of the Collateral Assignments for Security referred to in each
Security Agreement in the United States Patent and Trademark Office and the
United States Copyright Office, as applicable, such security interests in and
Liens on the Collateral granted thereby that may be perfected by such
aforementioned filings or recordings shall be perfected, first priority security
interests (subject only to the Permitted Liens that, as a matter of law
(including, without limitation, the priority rules of the Uniform Commercial
Code), would be prior to the Liens of the Collateral Agent), and no further
recordings or filings are or will be required in connection with the creation,
perfection or enforcement of such security interests and Liens, other than (i)
the filing of continuation statements in accordance with applicable law, (ii)
the recording of the Collateral Assignments for Security pursuant to each
Security Agreement in the United States Patent and Trademark Office and the
United States Copyright Office, as applicable, with respect to after-acquired
U.S. patent and trademark applications and registrations and U.S. copyrights and
(iii) the recordation of appropriate evidence of the security interest in the
appropriate foreign registry with respect to all foreign intellectual property.

                  (ee)     Euro Indenture. All Obligations, including, without
limitation, those to pay principal of and interest on the Loans and the Letter
of Credit Obligations and fees and expenses in connection therewith, are
permitted to be incurred under the Euro Indenture (or are not otherwise
prohibited by the Euro Indenture).

                  (ff)     Financial Assistance. (i) No proceeds of any Loan
have been made or will be used to subscribe for or acquire Capital Stock of
Milacron Capital or Milacron B.V. or to refinance existing Indebtedness used for
such purpose and (ii) the Dutch financial assistance rules do not apply to the
pledge of the Capital Stock of Milacron Capital or Milacron B.V.

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<PAGE>

                  (gg)     Schedules. All of the information which is required
to be scheduled to this Agreement is set forth on the Schedules attached hereto,
is correct and accurate and does not omit to state any information material
thereto.

                                  ARTICLE VII.

                          COVENANTS OF THE LOAN PARTIES

                  Section 7.01 Affirmative Covenants. So long as any principal
of or interest on any Loan, Letter of Credit Obligation (other than any Letter
of Credit Obligation that is cash collateralized in accordance with the terms of
this Agreement) or any other Obligation (whether or not due), other than
contingent obligations and indemnification obligations for which no claim has
been asserted, shall remain unpaid or any Lender shall have any Commitment
hereunder, each Loan Party will, unless the Required Lenders shall otherwise
consent in writing:

                  (a)      Reporting Requirements. Furnish to the Agent and each
Lender:

                           (i)      as soon as available and in any event within
45 days after the end of each fiscal quarter of the Parent and its Subsidiaries
commencing with the first fiscal quarter of the Parent and its Subsidiaries
ending after the Effective Date, balance sheets on a consolidated and business
unit basis (on a basis consistent with the business unit financial projections
provided to the Agent on the Effective Date), statements of operations and
retained earnings on a consolidated and business unit basis (on a basis
consistent with the business unit financial projection provided to the Agent on
the Effective Date) and statements of cash flows on a consolidated and business
unit basis (on a basis consistent with the business unit financial projections
provided to the Agent on the Effective Date) of the Parent and its Subsidiaries
as at the end of such quarter, and for the period commencing at the end of the
immediately preceding Fiscal Year and ending with the end of such quarter,
setting forth in each case in comparative form the figures for the corresponding
date or period of the immediately preceding Fiscal Year, all in reasonable
detail and, in the case of consolidated information, certified by an Authorized
Officer of the Parent as fairly presenting, in all material respects, the
financial position of the Parent and its Subsidiaries as of the end of such
quarter and the results of operations and cash flows of the Parent and its
Subsidiaries for such quarter, in accordance with GAAP applied in a manner
consistent with that of the most recent audited financial statements of the
Parent and its Subsidiaries furnished to the Agent and the Lenders, subject to
normal year-end adjustments and the absence of footnotes;

                           (ii)     as soon as available, and in any event
within 90 days after the end of the Fiscal Year 2003 of the Parent and its
Subsidiaries, balance sheets on a consolidated and business unit basis (on a
basis consistent with the business unit financial projections provided to the
Agent on the Effective Date), statements of operations and retained earnings on
a consolidated and business unit basis (on a basis consistent with the business
unit financial projections provided to the Agent on the Effective Date) and
statements of cash flow on a consolidated and business unit basis (on a basis
consistent with the business unit financial projections provided to the Agent on
the Effective Date) of the Parent and its Subsidiaries as at the end of the
Fiscal Year 2003, setting forth in each case in comparative form the
corresponding figures for the immediately preceding Fiscal Year, all in
reasonable detail and, in the case of

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<PAGE>

consolidated information, prepared in accordance with GAAP, and accompanied by a
report and an unqualified opinion, prepared in accordance with generally
accepted auditing standards, of independent certified public accountants of
recognized standing selected by the Parent and satisfactory to the Agent (which
opinion on such consolidated information shall be without (A) any qualification
or exception as to the scope of such audit, or (B) any qualification which
relates to the treatment or classification of any item and which, as a condition
to the removal of such qualification, would require an adjustment to such item,
the effect of which would be to cause any noncompliance with the provisions of
Section 7.03), together with a written statement of such accountants (1) to the
effect that, in making the examination necessary for their certification of such
financial statements, they have not obtained any knowledge of the existence of
an Event of Default or a Default and (2) if such accountants shall have obtained
any knowledge of the existence of an Event of Default or such Default,
describing the nature thereof;

                           (iii)    as soon as available, and in any event
within 30 days after the end of each fiscal month of the Parent and its
Subsidiaries commencing with the first fiscal month of the Parent and its
Subsidiaries ending after the Effective Date, internally prepared consolidated
and consolidating balance sheets, consolidated and consolidating statements of
operations and retained earnings and consolidated and consolidating statements
of cash flows as at the end of such fiscal month, and for the period commencing
at the end of the immediately preceding Fiscal Year and ending with the end of
such fiscal month, all in reasonable detail and certified by an Authorized
Officer of the Parent as fairly presenting, in all material respects, the
financial position of the Parent and its Subsidiaries as at the end of such
fiscal month and the results of operations, retained earnings and cash flows of
the Parent and its Subsidiaries for such fiscal month, in accordance with GAAP
applied in a manner consistent with that of the most recent audited financial
statements furnished to the Agent and the Lenders, subject to normal year-end
adjustments and the absence of footnotes;

                           (iv)     simultaneously with the delivery of the
financial statements of the Parent and its Subsidiaries required by clauses (i),
(ii) and (iii) of this Section 7.01(a), a certificate of an Authorized Officer
of the Parent (A) stating that such Authorized Officer has reviewed the
provisions of this Agreement and the other Loan Documents and has made or caused
to be made under his or her supervision a review of the condition and operations
of the Parent and its Subsidiaries during the period covered by such financial
statements with a view to determining whether the Parent and its Subsidiaries
were in compliance with all of the provisions of this Agreement and such Loan
Documents at the times such compliance is required hereby and thereby, and that
such review has not disclosed, and such Authorized Officer has no knowledge of,
the existence during such period of an Event of Default or Default or, if an
Event of Default or Default existed, describing the nature and period of
existence thereof and the action which the Parent and its Subsidiaries propose
to take or have taken with respect thereto and (B) attaching a schedule showing
the calculations specified in Section 7.03;

                           (v)      as soon as available and in any event within
15 days after the end of each fiscal month of the Parent commencing with the
first fiscal month of the Parent and its Subsidiaries ending after the Effective
Date, reports as required by Section 8.05(a)(ii), in form and detail reasonably
satisfactory to the Agent and certified by an Authorized Officer of the
Administrative Borrower as being accurate and complete in all material respects;

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<PAGE>

                           (vi)     (A) as soon as available and in any event
within 15 days after the end of each month commencing with the first month
ending after the Effective Date, or (B) no later than 12:00 noon (New York time)
Thursday of each calendar week, if requested by the Administrative Agent when
Availability would be less than $25,000,000, a Borrowing Base Certificate,
current as of the close of business on Friday of the immediately preceding week,
supported by schedules showing the derivation thereof and containing such detail
and other information as the Agent may reasonably request from time to time,
provided that (I) the Borrowing Base set forth in the Borrowing Base Certificate
shall be effective from and including the date such Borrowing Base Certificate
is duly received by the Agent but not including the date on which a subsequent
Borrowing Base Certificate is received by the Agent, unless the Agent disputes
the eligibility of any property included in the calculation of the Borrowing
Base or the valuation thereof by notice of such dispute to the Administrative
Borrower, (II) in the event of any dispute about the eligibility of any property
included in the calculation of the Borrowing Base or the valuation thereof, the
Agent's reasonable judgment shall control until such dispute is resolved and
(III) in the case of Borrowing Base Certificates delivered on a weekly basis,
the Inventory component may be updated on a monthly basis;

                           (vii)    promptly after submission to any
Governmental Authority, all documents and information furnished to such
Governmental Authority in connection with any investigation of any Loan Party
other than routine inquiries by such Governmental Authority;

                           (viii)   as soon as possible, and in any event within
3 Business Days after the occurrence of an Event of Default or Default or the
occurrence of any event or development that could have a Material Adverse
Effect, the written statement of an Authorized Officer of the Administrative
Borrower setting forth the details of such Event of Default or Default or other
event or development having a Material Adverse Effect and the action which the
affected Loan Party proposes to take with respect thereto;

                           (ix)     (A) as soon as possible and in any event
within 15 days after any Loan Party or any ERISA Affiliate thereof knows or has
reason to know that (1) any Reportable Event with respect to any Employee Plan
has occurred, (2) any other Termination Event with respect to any Employee Plan
has occurred, or (3) an accumulated funding deficiency has been incurred or an
application has been made to the Secretary of the Treasury for a waiver or
modification of the minimum funding standard (including installment payments) or
an extension of any amortization period under Section 412 of the Internal
Revenue Code with respect to an Employee Plan, a statement of an Authorized
Officer of the Administrative Borrower setting forth the details of such
occurrence and the action, if any, which such Loan Party or such ERISA Affiliate
proposes to take with respect thereto, (B) promptly and in any event within 10
days after receipt thereof by any Loan Party or any ERISA Affiliate thereof from
the PBGC, copies of each notice received by any Loan Party or any ERISA
Affiliate thereof of the PBGC's intention to terminate any Plan or to have a
trustee appointed to administer any Plan, (C) promptly and in any event within
15 days after the filing thereof with the Internal Revenue Service if requested
by the Agent, copies of each Schedule B (Actuarial Information) to the annual
report (Form 5500 Series) with respect to each Employee Plan and Multiemployer
Plan, (D) promptly and in any event within 15 days after any Loan Party or any
ERISA Affiliate thereof knows or has reason to know that a required installment
within the meaning of Section 412 of the Internal Revenue Code has not been made
when due with respect to an Employee Plan, (E) promptly and in any

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event within 10 days after receipt thereof by any Loan Party or any ERISA
Affiliate thereof from a sponsor of a Multiemployer Plan or from the PBGC, a
copy of each notice received by any Loan Party or any ERISA Affiliate thereof
concerning the imposition or amount of withdrawal liability under Section 4202
of ERISA or indicating that such Multiemployer Plan may enter reorganization
status under Section 4241 of ERISA and (F) promptly and in any event within 15
days after any Loan Party or any ERISA Affiliate thereof sends notice of a plant
closing or mass layoff (as defined in WARN) to employees, copies of each such
notice sent by such Loan Party or such ERISA Affiliate thereof, in each case
under the immediately preceding clauses (A) through (F), to the extent any such
event or occurrence would reasonably be expected to result in liability of any
Loan Party or any ERISA Affiliate thereof in an amount in excess of $500,000;

                           (x)      promptly after the commencement thereof but
in any event not later than 5 Business Days after service of process with
respect thereto on, or the obtaining of knowledge thereof by, any Loan Party,
notice of each action, suit or proceeding before any court or other Governmental
Authority or other regulatory body or any arbitrator which, if adversely
determined, could reasonably be expected to have a Material Adverse Effect;

                           (xi)     as soon as possible and in any event within
5 days after execution, receipt or delivery thereof, copies of any notices that
any Loan Party executes or receives in connection with any Material Contract
(other than Indebtedness) that such Loan Party determines in good faith to be
material to the Agent of the Lenders;

                           (xii)    as soon as possible and in any event within
5 days after execution, receipt or delivery thereof, copies of any notices that
any Loan Party executes or receives in connection with any Designated
Disposition or the sale or other Disposition of the Capital Stock of, or all or
substantially all of the assets of, any Loan Party that, in each case, such Loan
Party determines in good faith to be material to such transaction or to the
Agent or the Lenders;

                           (xiii)   as soon as possible and in any event within
5 days after execution, receipt or delivery thereof, copies of (x) all
statements, reports and other information any Loan Party sends to any holders of
its Indebtedness with an aggregate principal amount exceeding $4,000,000 (other
than to any Euro Note Holder, or any agent in connection therewith) or its
securities (other than the Euro Notes) or files with the SEC or any national
(domestic or foreign) securities exchange and (y) all term sheets, proposals,
counterproposals, commitment letters, letters of intent, memorandum of
understanding, outlines of terms and conditions and presentations thereto and
other similar information any Loan Party sends to any of the Euro Note Holders
and any written responses, notices and other correspondences received by any
Loan Party from any of the Euro Note Holders in connection therewith and any
documents related to any action taken or threatened to be taken by any Euro Note
Holder related to any Excluded Note Event or any actions described in Section
9.01(u);

                           (xiv)    promptly upon receipt thereof, copies of all
financial reports (including, without limitation, management letters), if any,
submitted to any Loan Party by its auditors in connection with any annual or
interim audit of the books thereof; and

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                           (xv)     promptly upon request, such other
information concerning the condition or operations, financial or otherwise, of
any Loan Party as the Agent may from time to time may reasonably request.

                  (b)      Additional Guaranties and Collateral Security. Cause:

                           (i)      each Subsidiary of any Loan Party not in
existence on the Effective Date, to execute and deliver to the Collateral Agent
promptly and in any event within 3 Business Days after the formation,
acquisition or change in status thereof (A) a Guaranty guaranteeing the
Obligations, (B) a Security Agreement, (C) if such Subsidiary has any
Subsidiaries, a Pledge Agreement together with (x) certificates evidencing all
of the Capital Stock of any Person owned by such Subsidiary (other than a
Foreign Subsidiary) and, in the case of a Foreign Subsidiary, all of the
non-voting Capital Stock and 65% of the voting Capital Stock of such Foreign
Subsidiary, (y) undated stock powers executed in blank with signature
guaranteed, and (z) such opinion of counsel and such approving certificate of
such Subsidiary as the Collateral Agent may reasonably request in respect of
complying with any legend on any such certificate or any other matter relating
to such shares, (D) if reasonably requested by the Collateral Agent, one or more
Mortgages creating on the real property of such Subsidiary a perfected, first
priority Lien on such real property, a Title Insurance Policy covering such real
property, a current ALTA survey thereof and a surveyor's certificate, each in
form and substance reasonably satisfactory to the Collateral Agent, together
with such other agreements, instruments and documents as the Collateral Agent
may require whether comparable to the documents required under Section 7.01(n)
or otherwise, and (E) such other agreements, instruments, approvals, legal
opinions or other documents reasonably requested by the Collateral Agent in
order to create, perfect, establish the first priority of or otherwise protect
any Lien purported to be covered by any such Security Agreement, Pledge
Agreement or Mortgage or otherwise to effect the intent that such Subsidiary
shall become bound by all of the terms, covenants and agreements contained in
the Loan Documents and that all property and assets of such Subsidiary shall
become Collateral for the Obligations; provided, however, that in no event shall
any Foreign Subsidiary be required to guaranty the Obligations or grant a Lien
on any of its assets to secure the Obligations if such guaranty or Lien shall
result in a "deemed dividend" to any of the Loan Parties; and

                           (ii)     each owner of the Capital Stock of any such
Subsidiary to execute and deliver promptly and in any event within 3 Business
Days after the formation or acquisition of such Subsidiary a Pledge Agreement,
together with (A) certificates evidencing, (x) in the case such Subsidiary is a
Domestic Subsidiary, all of the Capital Stock of such Subsidiary, and (y) in the
case such Subsidiary is a directly owned Foreign Subsidiary, all of the
non-voting Capital Stock and 65% of the voting Capital Stock of such Subsidiary,
(B) undated stock powers or other appropriate instruments of assignment executed
in blank with signature guaranteed, (C) such opinion of counsel and such
approving certificate of such Subsidiary as the Collateral Agent may reasonably
request in respect of complying with any legend on any such certificate or any
other matter relating to such shares and (D) such other agreements, instruments,
approvals, legal opinions or other documents reasonably requested by the
Collateral Agent.

                  (c)      Compliance with Laws, Etc. Comply, and cause each of
its Subsidiaries to comply, in all material respects, with all applicable laws,
rules, regulations and orders (including, without limitation, all Environmental
Laws) and with all material agreements

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(excluding agreements in respect of Indebtedness), such compliance to include,
without limitation, (i) paying before the same become delinquent all taxes,
assessments and governmental charges or levies imposed upon it or upon its
income or profits or upon any of its properties, and (ii) paying all lawful
claims which if unpaid might become a Lien or charge upon any of its properties,
except to the extent contested in good faith by proper proceedings which stay
the imposition of any penalty, fine or Lien resulting from the non-payment
thereof and with respect to which adequate reserves have been set aside for the
payment thereof in accordance with GAAP, other than in the case of clauses (i)
and (ii) above, taxes, assessments and governmental charges and levies and other
lawful claims described therein, the aggregate amount of which does not at any
time exceed $100,000.

                  (d)      Preservation of Existence, Etc. Except as permitted
by Section 7.02(c), maintain and preserve, and cause each of its Subsidiaries to
maintain and preserve, its existence, rights and privileges in all material
respects, and become or remain, and cause each of its Subsidiaries to become or
remain, duly qualified and in good standing in each jurisdiction in which the
character of the properties owned or leased by it or in which the transaction of
its business makes such qualification necessary, except where the absence of any
such qualification could not reasonably be expected to result in a Material
Adverse Effect.

                  (e)      Keeping of Records and Books of Account. Keep, and
cause each of its Subsidiaries to keep, adequate records and books of account,
with adequate and sufficient entries made to permit the preparation by the
Parent of its financial statements in accordance with GAAP.

                  (f)      Inspection Rights. Permit, and cause each of its
Subsidiaries to permit, the agents and representatives of any Agent at any time
and from time to time during normal business hours, at the expense of the
Borrowers, to examine and make copies of and abstracts from its records and
books of account, to visit and inspect its properties, to verify materials,
leases, notes, accounts receivable, deposit accounts and its other assets, to
conduct audits, physical counts, valuations, appraisals, Phase I Environmental
Site Assessments reasonably necessary to determine compliance with or
liabilities under Environmental Laws or examinations and to discuss its affairs,
finances and accounts with any of its directors, officers, managerial employees,
independent accountants or any of its other representatives. In furtherance of
the foregoing, each Loan Party hereby authorizes its independent accountants,
and the independent accountants of each of its Subsidiaries, to discuss the
affairs, finances and accounts of such Person (independently or together with
representatives of such Person) with the agents and representatives of any Agent
in accordance with this Section 7.01(f).

                  (g)      Maintenance of Properties, Etc. Maintain and
preserve, and cause each of its Subsidiaries to maintain and preserve, all of
its properties which are, in any material respects, necessary or useful in the
proper conduct of its business in working order and condition, ordinary wear and
tear excepted, and comply, and cause each of its Subsidiaries to comply, at all
times with the provisions of all material leases to which it is a party as
lessee or under which it occupies property, so as to prevent any loss or
forfeiture thereof or thereunder.

                  (h)      Maintenance of Insurance. Maintain, and cause each of
its Subsidiaries to maintain, insurance with responsible and reputable insurance
companies or associations

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<PAGE>

(including, without limitation, comprehensive general liability, hazard, rent
and business interruption insurance) with respect to its properties (including
all real properties leased or owned by it) and business, in such amounts and
covering such risks as is required by any Governmental Authority having
jurisdiction with respect thereto or as is carried generally in accordance with
sound business practice by companies of similar size and in similar businesses
similarly situated and in any event in amount, adequacy and scope reasonably
satisfactory to the Collateral Agent; provided, however, the Parent and its
Subsidiaries may maintain self-insurance (which shall include insurance
maintained through Milacron Assurance) in connection with the insurance
requirements set forth above to the extent reasonably prudent and consistent
with past practices. All policies covering the Collateral are to be made payable
to the Collateral Agent for the benefit of the Agent and the Lenders, as its
interests may appear, in case of loss, under a standard non-contributory
"lender" or "secured party" clause and are to contain such other provisions as
the Collateral Agent may require to fully protect the Lenders' interest in the
Collateral and to any payments to be made under such policies. All certificates
of insurance are to be delivered to the Collateral Agent and the policies are to
be premium prepaid, with the loss payable and additional insured endorsement in
favor of the Collateral Agent and such other Persons as the Collateral Agent may
designate from time to time, and shall request of its insurance providers to,
and use commercially reasonable efforts to cause them to, provide for not less
than 30 days' prior written notice to the Collateral Agent of the exercise of
any right of cancellation. If any Loan Party or any of its Subsidiaries fails to
maintain such insurance, the Collateral Agent may arrange for such insurance,
but at the Borrowers' expense and without any responsibility on the Collateral
Agent's part for obtaining the insurance, the solvency of the insurance
companies, the adequacy of the coverage, or the collection of claims. Upon the
occurrence and during the continuance of an Event of Default, the Collateral
Agent shall have the sole right, in the name of the Lenders, any Loan Party and
its Subsidiaries, to file claims under any insurance policies, to receive,
receipt and give acquittance for any payments that may be payable thereunder,
and to execute any and all endorsements, receipts, releases, assignments,
reassignments or other documents that may be necessary to effect the collection,
compromise or settlement of any claims under any such insurance policies.

                  (i)      Obtaining of Permits, Etc. Obtain, maintain and
preserve, and cause each of its Subsidiaries to obtain, maintain and preserve,
and take all necessary action to timely renew, all material permits, licenses,
authorizations, approvals, entitlements and accreditations which are necessary
or useful in the proper conduct of its business.

                  (j)      Environmental. (i) Keep any property either owned or
operated by it or any of its Subsidiaries free of any Environmental Liens; (ii)
comply, and cause each of its Subsidiaries to comply, in all material respects
with Environmental Laws and provide to the Collateral Agent any documentation of
such compliance which the Collateral Agent may reasonably request; (iii) provide
the Agent written notice within ten (10) days of any Loan Party obtaining
knowledge of any Release of a Hazardous Material in excess of any reportable
quantity from or onto property currently or during the period of ownership or
operation by any Loan Party, formerly owned or operated by it or any of its
Subsidiaries and take any Remedial Actions required under Environmental Laws to
abate said Release; provided, however, that no Loan Party shall be required to
undertake any Remedial Action required by Environmental Laws to the extent that
its obligation to do so is being contested in good faith and by proper
proceedings which stay the imposition of any penalty, fine or Lien resulting
from the non-performance

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<PAGE>

thereof and adequate reserves, if any, are being maintained with respect to such
circumstances in accordance with GAAP; (iv) provide the Agent with written
notice within ten (10) days of the receipt of any of the following: (A) notice
that an Environmental Lien has been filed against any property of any Loan Party
or any of its Subsidiaries; (B) commencement of any Environmental Action or
written notice that an Environmental Action will be filed against any Loan Party
or any of its Subsidiaries which, if adversely determined, could be reasonably
expected to have a Material Adverse Effect; and (C) notice of a violation,
citation or other administrative order which could have a Material Adverse
Effect; (v) defend, indemnify and hold harmless the Agent and the Lenders and
their transferees, and their respective employees, agents, officers and
directors, from and against any claims, demands, penalties, fines, liabilities,
settlements, damages, costs or expenses (including, without limitation, attorney
and consultant fees, investigation and laboratory fees, court costs and
litigation expenses) arising out of (A) the Handling, presence, disposal,
Release or threatened Release of any Hazardous Materials on, under, in,
originating or emanating from any property at any time owned or operated by any
Loan Party or any of its Subsidiaries (or its predecessors in interest or
title), (B) any personal injury (including wrongful death) or property damage
(real or personal) arising out of or related to the presence, Handling or
Release of such Hazardous Materials, (C) any request for information,
investigation, lawsuit brought or threatened, settlement reached or order by a
Governmental Authority relating to the presence, Handling or Release of such
Hazardous Materials, (D) any violation of any Environmental Law by any Loan
Party or any of its Subsidiaries and/or (E) any Environmental Action relating to
any Loan Party or any of its Subsidiaries filed against the Agent or any Lender;
provided that, the Loan Parties shall not have any obligation to indemnify and
hold harmless the Agent, Lender or other party under this subsection 7.01(j)(v)
regarding any environmental matter covered hereunder which is caused by the
gross negligence or willful misconduct of the Agent or Lender as determined by a
final judgment of a court of competent jurisdiction; (vi) maintain and preserve,
in all material respects, all Environmental Permits necessary to operate, use or
occupy each of the Loan Parties' businesses, Facilities, operations, properties
and assets; (vii) maintain and comply, in all material respects, with any
applicable financial assurance requirements under RCRA and any similar
Environmental Law, as specifically set forth but not limited to 40 C.F.R. 264
and 265, necessary to operate, use or occupy each of the Loan Parties'
businesses, Facilities, operations, properties and assets; (viii) comply, in all
material respects, with all applicable writs, orders, consent decrees,
judgments, injunctions, communications by any Governmental Authority, decrees,
informational requests or demands issued pursuant to, or arising under, any
Environmental Laws; (ix) provide the Agent with prompt written notice in the
event any Loan Party is required to spend more than $100,000 individually or
$500,000 in the aggregate to comply with any Environmental Laws that have been
promulgated and enacted by a Governmental Authority throughout the term of this
Agreement; and (x) file and submit truthful and complete representations,
including, without limitation, applications, warranty statements and
accompanying materials provided in support of such representations, submitted by
the Loan Parties to obtain insurance.

                  Without limiting the generality of the foregoing, whenever the
Agent reasonably determine that there is non-compliance, or any condition which
requires any action by or on behalf of any Loan Party in order to avoid any
material non-compliance, with any Environmental Law which could reasonably be
expected to result in the imposition of material fines or penalties or otherwise
materially and adversely affect the business, assets or prospects of the Loan
Parties
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on a consolidated basis, the Loan Parties shall, at the Agent's request and
Borrowers' expense: (i) cause an independent environmental engineer reasonably
acceptable to the Agent to conduct, as applicable, such reasonable assessments,
investigations or tests of the site where any Loan Party's non-compliance or
alleged non-compliance with such Environmental Laws has occurred as to such
non-compliance and prepare and deliver to the Agent a report as to such
non-compliance setting forth the results of such assessments, investigations or
tests, a proposed plan for responding to any environmental problems described
therein, and an estimate of the costs thereof and (ii) provide to the Agent a
supplemental report of such engineer whenever the scope of such non-compliance,
or the applicable Loan Party's response thereto or the estimated costs thereof,
shall change in any material respect.

                  The Loan Parties acknowledge and agree that neither the Loan
Documents nor the actions of the Agent or any Lender pursuant thereto shall
operate or be deemed (i) to place upon the Agent or any Lender any
responsibility for the operation, control, care, service, management,
maintenance or repair of property or facilities of the Loan Parties or (ii) to
make the Agent or any Lender the "owner" or "operator" of any property or
facilities of the Loan Parties or a "responsible party" within the meaning of
applicable Environmental Laws. The indemnification provisions of this Section
7.01(j) shall survive the repayment of the Obligations and discharge of any
Liens granted under the Loan Documents.

                  (k)      Further Assurances. Take such action and execute,
acknowledge and deliver, and cause each of its Subsidiaries to take such action
and execute, acknowledge and deliver, at its sole cost and expense, such
agreements, instruments or other documents as the Agent may reasonably require
from time to time in order (i) to carry out more effectively the purposes of
this Agreement and the other Loan Documents, (ii) to subject to valid and
perfected first priority Liens any of the Collateral or any other property of
any Loan Party and its Subsidiaries (subject to the limitations contained in
Section 7.01(b)), but, in the case of the common stock (or other equity
interests) of a Foreign Subsidiary, such Liens shall be limited to all of the
non-voting Capital Stock and 65% of the voting Capital Stock of such Foreign
Subsidiary, (iii) to establish and maintain the validity and effectiveness of
any of the Loan Documents and the validity, perfection and priority of the Liens
intended to be created thereby, and (iv) to better assure, convey, grant,
assign, transfer and confirm unto the Agent, each Lender and the L/C Issuer the
rights now or hereafter intended to be granted to it under this Agreement or any
other Loan Document. In furtherance of the foregoing, to the maximum extent
permitted by applicable law, each Loan Party (i) authorizes the Agent to execute
any such agreements, instruments or other documents in such Loan Party's name
and to file such agreements, instruments or other documents in any appropriate
filing office, (ii) authorizes the Agent to file any financing statement
required hereunder or under any other Loan Document, and any continuation
statement or amendment with respect thereto, in any appropriate filing office
without the signature of such Loan Party (including, without limitation, any
such financing statements that indicate the Collateral as "all assets" or words
of similar import), and (iii) ratifies the filing of any financing statement,
and any continuation statement or amendment with respect thereto, filed without
the signature of such Loan Party prior to the date hereof.

                  (l)      Change in Collateral; Collateral Records. (i) Give
the Collateral Agent not less than 30 days' prior written notice of any change
in the location of any Collateral with an aggregate book value exceeding
$100,000, other than to locations set forth on Schedule 6.01(cc)

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and with respect to which the Collateral Agent has filed financing statements
and otherwise fully perfected its Liens thereon, (ii) advise the Collateral
Agent promptly, in sufficient detail, of any material adverse change relating to
the type, quantity or quality of the Collateral or the Lien granted thereon and
(iii) execute and deliver, and cause each of its Subsidiaries to execute and
deliver, to the Collateral Agent for the benefit of the Agent and the Lenders
from time to time, solely for the Collateral Agent's convenience in maintaining
a record of Collateral, such written statements and schedules as the Collateral
Agent may reasonably require, designating, identifying or describing the
Collateral.

                  (m)      Landlord Waivers; Collateral Access Agreements. (i)
(i) At any time any Collateral with a book value in excess of $100,000 (when
aggregated with all other Collateral at the same location) is located on any
real property of a Loan Party (whether such real property is now existing or
acquired after the Effective Date) which is not owned by a Loan Party, use
reasonable efforts to obtain a Landlord Waiver; provided, that in the event the
Loan Parties are unable to obtain any such Landlord Waiver the Administrative
Agent may establish Reserves to the Borrowing Base as it deems necessary with
respect to any such Collateral; and

                           (ii)     Use reasonable efforts to obtain Bailee
Letters or similar collateral access agreements, in form and substance
reasonably satisfactory to the Collateral Agent, providing access to Collateral
located on any premises not owned by a Loan Party in order to remove such
Collateral from such premises during an Event of Default; provided, that in the
event the Loan Parties are unable to obtain any such written access agreements,
the Administrative Agent may establish Reserves to the Borrowing Base as it
deems necessary with respect to any such Collateral.

                  (n)      After Acquired Real Property. Upon the acquisition by
it or any of its Domestic Subsidiaries after the date hereof of any interest
(whether fee or leasehold) in any real property (wherever located) (each such
interest being an "After Acquired Property") (x) with a Current Value (as
defined below) in excess of $250,000 in the case of a fee interest, or (y)
requiring the payment of annual rent exceeding in the aggregate $100,000 in the
case of a leasehold interest, promptly so notify the Collateral Agent, setting
forth with specificity a description of the interest acquired, the location of
the real property, any structures or improvements thereon and either an
appraisal or such Loan Party's good-faith estimate of the current value of such
real property (for purposes of this Section, the "Current Value"). The
Collateral Agent shall notify such Loan Party whether it intends to require a
Mortgage and the other documents referred to below (subject to the limitations
contained in Section 7.01(b)) or in the case of leasehold, a leasehold Mortgage
or Landlord's Waiver (pursuant to Section 7.01(m) hereof). Upon receipt of such
notice requesting a Mortgage, the Person which has acquired such After Acquired
Property shall promptly furnish to the Collateral Agent the following, each in
form and substance reasonably satisfactory to the Collateral Agent: (i) a
Mortgage with respect to such real property and related assets located at the
After Acquired Property, each duly executed by such Person and in recordable
form, (ii) evidence of the recording of the Mortgage referred to in clause (i)
above in such office or offices as may be necessary or, in the opinion of the
Collateral Agent, desirable to create and perfect a valid and enforceable first
priority lien on the property purported to be covered thereby or to otherwise
protect the rights of the Agent and the Lenders thereunder, (iii) a Title
Insurance Policy, (iv) a survey of such real property, certified to the
Collateral Agent and to the issuer of the Title Insurance Policy by a licensed
professional

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<PAGE>

surveyor reasonably satisfactory to the Collateral Agent, (v) at the Agent's
reasonable request, Phase I Environmental Site Assessments, or such other
non-intrusive and non-Phase II environmental assessment as the Agent may
reasonably request, with respect to such real property, by a consultant
reasonably satisfactory to the Collateral Agent, (vi) in the case of a leasehold
interest, a certified copy of the lease between the landlord and such Person
with respect to such real property in which such Person has a leasehold
interest, and the certificate of occupancy with respect thereto, (vii) in the
case of a leasehold interest, an attornment and nondisturbance agreement between
the landlord (and any fee mortgagee) with respect to such real property and the
Collateral Agent, and (viii) such other documents or instruments (including
guarantees and opinions of counsel) as the Collateral Agent may reasonably
require. The Borrowers shall pay all reasonable fees and expenses, including
reasonable attorneys' fees and expenses, and all title insurance charges and
premiums, in connection with each Loan Party's obligations under this Section
7.01(n).

                  (o)      Fiscal Year. Cause the Fiscal Year of the Parent and
its Subsidiaries to end on December 31 of each calendar year unless the Agent
consent to a change in such Fiscal Year (and appropriate related changes to this
Agreement).

                  (p)      Borrowing Base. Maintain all Revolving A Loans and
Letter of Credit Obligations in compliance with the then current Borrowing Base.

                  (q)      Use of Proceeds. Use the proceeds of the Loans and
the Letter of Credit Accommodations in accordance with Section 6.01(t).

                  (r)      Post-Closing Actions.

                           (i)      Cause, within 5 Business Days after the
Effective Date (or such longer period as may be agreed upon by the Collateral
Agent in its sole discretion), an amendment to the Articles of Association of
each of Milacron B.V. and Milacron Capital to permit voting rights attached to
its Capital Stock being pledged to the Collateral Agent to be transferred to the
Collateral Agent, as pledgee, and taking such other actions as may be necessary
or desirable to effect each such amendment, and deliver to the Agent, not later
than 10 Business Days after the Effective Date (or such longer period to which
the Agent may agree), (A) the Concentration Account Agreement, duly executed by
the Concentration Account Bank and the Loan Parties, (B) such Cash Management
Agreements and depository account, blocked account, lockbox account and similar
agreements and other documents, each in form and substance reasonably
satisfactory to the Agent, as the Agent may request with respect to the Loan
Parties' cash management system.

                           (ii)     Cause, not later than March 25, 2004 (or
such longer period as may be agreed upon by the Agent in its sole discretion) an
updated Field Survey and Audit, dated not earlier than 7 days prior to the
Effective Date.

                           (iii)    Cause, not later than March 25, 2004 (or
such longer period as may be agreed upon by the Agent in its sole discretion),
the delivery to Agent of an updated appraisal report by Hilco with respect to
Inventory.

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<PAGE>

                           (iv)     Cause, not later than March 25, 2004 (or
such longer period as may be agreed upon by the Collateral Agent in its sole
discretion), delivery of a re-certified survey to the Collateral Agent and to
the issuer of the applicable Title Insurance Policy for the Facilities located
at 6328 Ferry Avenue, Charlevoix, Michigan and 558 Leo Street, Dayton, Ohio.

                  (s)      Conference Calls. If requested by the Agent upon
reasonable advance notice, conduct a monthly conference call to update the Agent
and the Lenders on the progress of the Parent's proposed issuance of Securities
and the Borrowers' and their Subsidiaries' consolidated financial condition,
operations, prospects and respective businesses.

                  Section 7.02 Negative Covenants. So long as any principal of
or interest on any Loan, Letter of Credit Obligation (other than any Letter of
Credit Obligation that is cash collateralized in accordance with the terms of
this Agreement) or any other Obligation (whether or not due), other than
contingent obligations or indemnification obligations for which no claim has
been asserted, shall remain unpaid or any Lender shall have any Commitment
hereunder, each Loan Party shall not, unless the Required Lenders shall
otherwise consent in writing:

                  (a)      Liens, Etc. Create, incur, assume or suffer to exist,
or permit any of its Subsidiaries to create, incur, assume or suffer to exist,
any Lien upon or with respect to any of its properties, whether now owned or
hereafter acquired; file or suffer to exist under the Uniform Commercial Code or
any similar law or statute of any jurisdiction, an effective financing statement
(or the equivalent thereof) creating an effective Lien thereto that names it or
any of its Subsidiaries as debtor; sign or suffer to exist any security
agreement authorizing any secured party thereunder to file such financing
statement (or the equivalent thereof); sell any of its property or assets
subject to an understanding or agreement, contingent or otherwise, to repurchase
such property or assets (including sales of Accounts) with recourse to it or any
of its Subsidiaries or assign or otherwise transfer, or permit any of its
Subsidiaries to assign or otherwise transfer, any account or other right to
receive income; other than, as to all of the above, Permitted Liens; provided
that the existence of any Lien that results from an Excluded Note Event shall
not be a violation of this clause (a) if (x) such was not consented to by any
Loan Party and (y) such Lien does not involve assets of the Loan Parties with an
aggregate fair market value in excess of $4,000,000.

                  (b)      Indebtedness. Create, incur, assume, guarantee or
suffer to exist, or otherwise become or remain liable with respect to, or permit
any of its Subsidiaries to create, incur, assume, guarantee or suffer to exist
or otherwise become or remain liable with respect to, any Indebtedness other
than Permitted Indebtedness.

                  (c)      Fundamental Changes; Dispositions. Wind-up, liquidate
or dissolve, or merge, consolidate or amalgamate with any Person, or convey,
sell, lease or sublease, 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

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<PAGE>

                           (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, (C) sell or
otherwise dispose of other property or assets for cash in an aggregate amount
not less than the fair market value of such property or assets, (D) sell or
otherwise dispose of their properties and assets related to the Designated
Business of such Persons to a third party (the "Designated Business
Disposition"), (E) sell or otherwise dispose of the Designated Real Property to
a third party (the "Designated Real Property Disposition"), (F) dispose of cash
or sell or liquidate Permitted Investments or other cash equivalents, (G) enter,
in the ordinary course of business, into operating leases and subleases or
licenses or sublicenses of any property, provided that the Net Cash Proceeds of
any disposition (x) in the case of clause (B) above, do not exceed $1,000,000 in
the aggregate, (y) in the case of clause (C) above, do not exceed $5,000,000 in
the aggregate and (z) in all cases, are paid to the Administrative Agent for the
benefit of the Agent and the Lenders to be applied, to the extent required,
pursuant to the terms of Section 2.05(c)(iii);

                           (ii)     any Guarantor (x) may be merged into any
Loan Party, or may be consolidated or amalgamated with another Loan Party, so
long as (A) no other provision of this Agreement would be violated thereby, (B)
such Guarantor gives the Agent at least 30 days' prior written notice of such
merger, consolidation or amalgamation, (C) no Default or Event of Default shall
have occurred and be continuing either before or after giving effect to such
transaction, (D) the Lenders' rights in any Collateral, including, without
limitation, the existence, perfection and priority of any Lien thereon, are not
adversely affected by such merger, consolidation or amalgamation and (E) the
surviving Person's Capital Stock is the subject of a Pledge Agreement, in each
case, which is in full force and effect on the date of and immediately after
giving effect to such merger, consolidation or amalgamation, 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 Loan Party 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) the Lenders' rights in any Collateral,
including, without limitation, the existence, perfection and priority of any
Lien thereon, are not adversely affected by such sale or other disposition;

                           (iii)    any wholly-owned Domestic Subsidiary that is
not a Loan Party (x) may be merged into any other wholly-owned Domestic
Subsidiary, or may be consolidated or amalgamated with another wholly-owned
Domestic Subsidiary, so long as (A) no other provision of this Agreement would
be violated thereby, (B) such Loan Party gives the Agent at least 30 days' prior
written notice of such merger, consolidation or amalgamation, (C) no Default or
Event of Default shall have occurred and be continuing either before or after
giving effect to such transaction, (D) the Lenders' rights in any Collateral,
including, without limitation, the existence, perfection and priority of any
Lien thereon, are not adversely affected by such merger, consolidation or
amalgamation and (E) the surviving Domestic Subsidiary, if any, is joined as a
Loan Party hereunder and is a party to a Guaranty and a Security Agreement and
the Capital Stock of such surviving Domestic Subsidiary is the subject of a
Pledge Agreement, in each case, which is in full force and effect on the date of
and immediately after giving effect to such merger, consolidation or
amalgamation, 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 wholly-owned Domestic Subsidiary so long as (A) no other provision of this
Agreement would be

                                       92
<PAGE>

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) the
Lenders' rights in any Collateral, including, without limitation, the existence,
perfection and priority of any Lien thereon, are not adversely affected by such
sale or other disposition;

                           (iv)     any Foreign Subsidiary (other than any
Foreign Subsidiary of Milacron Capital ) (x) may be merged into any other
Foreign Subsidiary (other than any Foreign Subsidiary of Milacron Capital), or
may be consolidated or amalgamated with another Foreign Subsidiary (other than
any Foreign Subsidiary of Milacron Capital), 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, all of the non-voting Capital Stock and 65% of the
voting Capital Stock of the surviving Foreign Subsidiary is the subject of a
Pledge Agreement, which is in full force and effect on the date of and
immediately after giving effect to such merger, consolidation or amalgamation 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 (other than any Foreign Subsidiary of Milacron Capital) 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 transaction; and

                           (v)      any Foreign Subsidiary of Milacron Capital
(other than Milacron B.V.) (x) may be merged into any other Foreign Subsidiary
of Milacron Capital, or may be consolidated or amalgamated with another Foreign
Subsidiary of Milacron Capital, 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
Milacron Capital, all of the non-voting Capital Stock and 65% of the voting
Capital Stock of the surviving Foreign Subsidiary is the subject of a Pledge
Agreement, which is in full force and effect on the date of and immediately
after giving effect to such merger, consolidation or amalgamation 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
of Milacron Capital 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 transaction.

                  (d)      Change in Nature of Business. Make, or permit any of
its Subsidiaries to make, any change in the nature of its business as described
in Section 6.01(l).

                  (e)      Loans, Advances, Investments, Etc. Make or commit or
agree to make any loan, advance, guarantee of obligations, other extensions of
credit or capital contributions to, or hold or invest in or commit or agree to
hold or invest in, or purchase or otherwise acquire or commit or agree to
purchase or otherwise acquire any shares of the Capital Stock, bonds, notes,
debentures or other securities of, or make or commit or agree to make any other
investment in, any other Person, or purchase or own any futures contract or
otherwise become liable for the purchase or sale of currency or other
commodities at a future date in the nature of a futures contract, or permit any
of its Subsidiaries to do any of the foregoing, except for:

                                       93
<PAGE>

                           (i)      investments existing on the date hereof, as
set forth on Schedule 7.02(e) 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 permitted under clause (j) of
the definition of "Permitted Indebtedness",

                           (iii)    Permitted Investments,

                           (iv)     investments not constituting loans or
advances by any Domestic Loan Party in any other Domestic Loan Party,

                           (v)      loans and advances to directors, officers
and employees of the Parent and its Subsidiaries in the ordinary course of
business in an aggregate principal amount not to exceed $250,000 at any one time
outstanding,

                           (vi)     investments under Hedging Agreements entered
into in the ordinary course of financial management and not for speculative
purposes,

                           (vii)    pledges and deposits permitted under clause
(f) of the definition of Permitted Liens,

                           (viii)   investments in deposit accounts in the
ordinary course of business,

                           (ix)     investments received in connection with an
Insolvency Proceeding of any supplier, customer or other Person having an
obligation in favor of any Loan Party as a result of a settlement of delinquent
accounts and deposits with, such customers, suppliers or other Persons arising
in the ordinary course of business,

                           (x)      investments existing on the Effective Date
not constituting loans or advances in the Subsidiaries of the Loan Parties and
the creation of new Subsidiaries by any Loan Party so long as such creation is
in compliance with Section 7.01(b),

                           (xi)     investments by the Parent the consideration
of which consists solely of the issuance of the Parent's common Capital Stock to
the third party to the extent (w) the aggregate market value of all such
issuances (measured at the time of each such issuance) does not exceed
$5,000,000, (x) immediately before and after the making of any such investment,
there shall exist no Event of Default, (y) the Loan Parties do not incur any
material liabilities related to such investment, and (z) the rights of the Agent
and the Lenders are not adversely affected by any such investment,

                           (xii)    investments in China JV by any Subsidiary of
the Parent that is not a Loan Party to the extent that such investment will not
involve, require, result in or otherwise obligate any cash or cash consideration
made or to be made by the Loan Parties in an aggregate amount exceeding
$1,000,000,

                                       94
<PAGE>

                           (xiii)   other investments not otherwise permitted
under clauses (i) through (xii) above or (xiv) through (xv) below in an
aggregate amount not exceeding $500,000 and to the extent such investments are
made within the United States,

                           (xiv)    investments constituting Contingent
Obligations to the extent permitted under clause (h) or (m) of the definition of
Permitted Indebtedness,

                           (xv)     investments constituting Accounts arising in
the ordinary course of business, and

                           (xvi)    the acquisition by D-M-E Company of all the
shares of Capital Stock owned by D-M-E U.S.A. Inc. in (x) Amalgamated Diemold
D-M-E Pty. Ltd. (Australia), (y) D-M-E Company (India) Pvt. Ltd. and (z) D-M-E
Engineering Pty. Ltd. (Singapore).

                  (f)      Lease Obligations. Create, incur or suffer to exist,
or permit any of its Subsidiaries to create, incur or suffer to exist, any
obligations as lessee (i) for the payment of rent for any real or personal
property in connection with any sale and leaseback transaction, or (ii) for the
payment of rent for any real or personal property under leases or agreements to
lease other than (A) Capitalized Lease Obligations which would not cause the
aggregate amount of all obligations under Capitalized Leases entered into after
the Effective Date owing by all Loan Parties and their Subsidiaries to exceed
the amounts set forth in subsection (g) of this Section 7.02, and (B) Operating
Lease Obligations which would not cause the aggregate amount of annual payments
under all Operating Lease Obligations owing by all Loan Parties and their
Subsidiaries to exceed $16,500,000 (exclusive of renewals and extensions, no
more than $2,300,000 of which, on an annualized basis, will be incurred after
the Effective Date).

                  (g)      Capital Expenditures. Make, or permit any of its
Subsidiaries to make, any Capital Expenditure (by purchase or Capitalized Lease)
that would cause the aggregate amount of all Capital Expenditures made by the
Loan Parties and their Subsidiaries to exceed $2,500,000 for the fiscal quarter
ending March 31, 2004, $7,500,000 for the two fiscal quarters ending June 30,
2004, $12,500,000 for the three fiscal quarters ending September 30, 2004,
$16,500,000 for the four fiscal quarters ending December 31, 2004 and $2,000,000
for the period from January 1, 2005, through the Final Maturity Date.

                  (h)      Restricted Payments. (i) Declare or pay any dividend
or other distribution, direct or indirect, on account of any Capital Stock of
any Loan Party or any of its Subsidiaries, now or hereafter outstanding, (ii)
make any repurchase, redemption, retirement, defeasance, sinking fund or similar
payment, purchase or other acquisition for value, direct or indirect, of any
Capital Stock of any Loan Party or any direct or indirect parent of any Loan
Party, now or hereafter outstanding, (iii) make any payment to retire, or to
obtain the surrender of, any outstanding warrants, options or other rights for
the purchase or acquisition of shares of any class of Capital Stock of any Loan
Party, now or hereafter outstanding, (iv) return any Capital Stock to any
shareholders or other equity holders of any Loan Party or any of its
Subsidiaries, or make any other distribution of property, assets, shares of
Capital Stock, warrants, rights, options, obligations or securities thereto as
such or (v) pay any management fees or any other fees or expenses (including the
reimbursement thereof by any Loan Party or any of its Subsidiaries) pursuant to
any management, consulting or other services agreement to any of the
shareholders

                                       95
<PAGE>

or other equityholders of any Loan Party or any of its Subsidiaries or other
Affiliates, or to any other Subsidiaries or Affiliates of any Loan Party;
provided, however, (A) any Subsidiary of any Loan Party may pay dividends or
make other distributions to any Loan Party, (B) the Parent may pay dividends in
the form of common Capital Stock, (C) the Parent may pay dividends or other
payments on its existing preferred stock or the New Euro Securities issued
pursuant to the applicable Note Restructuring Transaction, (D) any Subsidiary
that is not a Loan Party may pay dividends or make other distributions to any
Loan Party or any Subsidiary of a Loan Party, (E) any non-wholly owned
Subsidiary of a Loan Party may pay dividends or make other distributions to its
shareholders generally so long as the Loan Party or its respective Subsidiary
which owns Capital Stock in the Subsidiary paying such dividends or making such
other distributions receives at least its proportionate share thereof (based
upon its relative holdings of Capital Stock in the Subsidiary paying such
dividends and taking into account relative preferences, if any, of the various
classes of Capital Stock in such Subsidiary), (F) the Parent may retire, acquire
or terminate any warrant, option or other right in its Capital Stock upon
exercise in a transaction in which neither Parent nor any of its Subsidiaries
makes any cash payment in respect of such exercise, (G) the Parent may issue New
US Securities in exchange for or upon conversion of New US Securities to the
extent required by the Mizuho/Glencore Transaction Documents, (H) the Parent may
use up to $30,000,000 of the Net Cash Proceeds of a "Rights Offering" (as
defined in the Mizuho/Glencore Transaction Documents as in effect on the date
hereof) to redeem preferred stock in accordance with the terms of the
Mizuho/Glencore Transaction Documents (a "Rights Offer Redemption") and (I)
Parent may make semi-annual interest payments on the New US Securities that
constitute debt and quarterly dividend payments on the New US Securities that
are equity if, before and after giving effect thereto, Excess Availability
exceeds Required Availability.

                  (i)      Federal Reserve Regulations. Permit any Loan or the
proceeds of any Loan under this Agreement to be used for any purpose that would
cause such Loan to be a margin loan under the provisions of Regulation T, U or X
of the Board.

                  (j)      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 Section
7.02(e), (iv) to the extent any Euro Note Holder is an Affiliate of the Parent
or any of its Subsidiaries, transactions in connection with the Euro
Restructuring Transaction, (v) the Mizuho/Glencore Transactions (including any
Rights Offer Redemption), and (vi) compensation, expense reimbursement and
indemnification arrangements with directors, officers, employees or consultants
in the ordinary course of business, including the issuance of securities, or
other payments, awards or grants in cash, securities or otherwise pursuant to,
or the funding of employment arrangements, stock options and stock ownership
plans approved by the Board of Directors of the Parent made in the ordinary
course of business consistent with past practices.

                                       96
<PAGE>

                  (k)      Limitations on Dividends and Other Payment
Restrictions Affecting Subsidiaries. Create or otherwise cause, incur, assume,
suffer or permit to exist or become effective any consensual encumbrance or
restriction of any kind on the ability of any Subsidiary of any Loan Party (i)
to pay dividends or to make any other distribution on any shares of Capital
Stock of such Subsidiary owned by any Loan Party or any of its Subsidiaries,
(ii) to pay or prepay or to subordinate any Indebtedness owed to any Loan Party
or any of its Subsidiaries, (iii) to make loans or advances to any Loan Party or
any of its Subsidiaries or (iv) to transfer any of its property or assets to any
Loan Party or any of its Subsidiaries, or permit any of its Subsidiaries to do
any of the foregoing; provided, however, that nothing in any of clauses (i)
through (iv) of this Section 7.02(k) shall prohibit or restrict compliance with:

                                    (A)      this Agreement and the other Loan
                  Documents;

                                    (B)      any agreements in effect on the
                  date of this Agreement and described on Schedule 7.02(k) and
                  any renewal, extension, refinance or replacement thereof that
                  does not expand the scope of any such encumbrance or
                  restriction;

                                    (C)      any applicable law, rule or
                  regulation (including, without limitation, applicable currency
                  control laws and applicable state corporate statutes
                  restricting the payment of dividends in certain
                  circumstances);

                                    (D)      in the case of clause (iv) any
                  agreement setting forth customary restrictions on the
                  subletting, assignment or transfer of any property or asset
                  that is a lease, license, conveyance or similar contract in
                  respect of such property or assets;

                                    (E)      in the case of clause (iv) any
                  agreement, instrument or other document evidencing a Permitted
                  Lien from restricting on customary terms the transfer of any
                  property or assets subject thereto;

                                    (F)      agreements related to the
                  Indebtedness permitted under clause (i) of the definition of
                  Permitted Indebtedness to the extent any such restrictions are
                  limited to the Foreign Subsidiaries that are parties to such
                  agreements; or

                                    (G)      the Mizuho/Glencore Transaction
                  Documents and any New US Securities.

                  (l)      Limitation on Issuance of Capital Stock. Issue or
sell or enter into any agreement or arrangement for the issuance and sale of, or
permit any of its Subsidiaries to issue or sell or enter into any agreement or
arrangement for the issuance and sale of, any shares of its Capital Stock, any
securities convertible into or exchangeable for its Capital Stock or any
warrants other than the issuance of common Capital Stock of the Parent or
warrants or options to acquire any such common Capital Stock to the extent such
issuances are permitted pursuant to Section 7.02(e)(xi) or Section 7.02(m)(iv)
(including, without limitation, issuances pursuant to the Mizuho/Glencore
Transaction Documents or New Euro Securities).

                                       97
<PAGE>

                  (m)      Modifications of Indebtedness, Organizational
Documents and Certain Other Agreements; Etc. (i) Amend, modify or otherwise
change (or permit the amendment, modification or other change in any manner of)
any of the provisions of any of its or its Subsidiaries' Indebtedness or of any
instrument or agreement (including, without limitation, any purchase agreement,
indenture, loan agreement, guaranty or security agreement) relating to any such
Indebtedness if such amendment, modification or change would shorten the final
maturity or average life to maturity of, or require any payment to be made
earlier than the date originally scheduled on, such Indebtedness, would increase
the interest rate applicable to such Indebtedness, would change the
subordination provision, if any, of such Indebtedness, or would otherwise be
adverse to the Agent or the Lenders or the issuer of such Indebtedness in any
respect, provided that, in the case of the Euro Indenture, the Euro Notes, the
New US Securities, no amendment, modification or other change shall be made to
any of such documents, except as otherwise permitted under the definition of
Permitted Indebtedness, (ii) except for the Obligations and Indebtedness
permitted under clause (j) of the definition Permitted Indebtedness, make any
voluntary or optional payment, prepayment, redemption, defeasance, sinking fund
payment or other acquisition for value of any of its or its Subsidiaries'
Indebtedness (including, without limitation, by way of depositing money or
securities with the trustee therefor before the date required for the purpose of
paying any portion of such Indebtedness when due), or refund, refinance, replace
or exchange any other Indebtedness for any such Indebtedness (except to the
extent any such optional payment, prepayment, redemption, defeasance, sinking
fund payment, acquisition, refund, refinancing, replacement or exchange is
otherwise expressly permitted by the definition of Permitted Indebtedness, the
Subordination and Intercreditor Agreement or referred to in Section 2.05(c)(vii)
or Section 2.05(c)(ix) (whether or not requiring a prepayment of the Loans
pursuant to either such section) or contemplated by the Mizuho/Glencore
Transactions or in the proviso to the definition of Euro Note Restructuring
Transaction), or make any payment, prepayment, redemption, defeasance, sinking
fund payment or repurchase of any outstanding Indebtedness as a result of any
asset sale, change of control, issuance and sale of debt or equity securities or
similar event, or give any notice with respect to any of the foregoing, (iii)
except as permitted by Section 7.02(c), amend, modify or otherwise change its
name, jurisdiction of organization, organizational identification number or FEIN
or (iv) amend, modify or otherwise change its certificate of incorporation or
bylaws (or other similar organizational documents), including, without
limitation, by the filing or modification of any certificate of designation, or
any agreement or arrangement entered into by it, with respect to any of its
Capital Stock (including any shareholders' agreement), or enter into any new
agreement with respect to any of its Capital Stock, except any such amendments,
modifications or changes or any such new agreements or arrangements pursuant to
this clause (iv) that (A) are in connection with the Mizuho/Glencore
Transactions or the Euro Note Restructuring Transaction or (B) either
individually or in the aggregate, could not reasonably be expected to have a
Material Adverse Effect.

                  (n)      Investment Company Act of 1940. Engage in any
business, enter into any transaction, use any securities or take any other
action or permit any of its Subsidiaries to do any of the foregoing, that would
cause it or any of its Subsidiaries to become subject to the registration
requirements of the Investment Company Act of 1940, as amended, by virtue of
being an "investment company" or a company "controlled" by an "investment
company" not entitled to an exemption within the meaning of such Act.

                                       98
<PAGE>

                  (o)      Compromise of Accounts. Compromise or adjust any
Account (or extend the time of payment thereof) or grant any discounts,
allowances or credits or permit any of its Subsidiaries to do so other than,
provided no Default or Event of Default has occurred and is continuing, in the
ordinary course of its business.

                  (p)      ERISA. (i) Engage, or permit any ERISA Affiliate to
intentionally engage, in any transaction described in Section 4069 of ERISA;
(ii) engage, or permit any ERISA Affiliate to intentionally engage, in any
prohibited transaction described in Section 406 of ERISA or 4975 of the Internal
Revenue Code for which a statutory or class exemption is not available or a
private exemption has not previously been obtained from the U.S. Department of
Labor; (iii) adopt or permit any ERISA Affiliate to adopt any employee welfare
benefit plan within the meaning of Section 3(1) of ERISA which provides benefits
to employees after termination of employment other than as (x) set forth in
Schedule 6.01(i) in accordance with the terms of such plans, (y) provided to
certain employees upon the termination of employment of any such employee in the
ordinary course of business, or (z) required by Section 601 of ERISA Section
4980B of the Internal Revenue Code or applicable law; (iv) fail to make any
contribution or payment to any Multiemployer Plan which it or any ERISA
Affiliate may be required to make under any agreement relating to such
Multiemployer Plan, or any law pertaining thereto; or (v) fail, or permit any
ERISA Affiliate to fail, to pay any required installment or any other payment
required under Section 412 of the Internal Revenue Code on or before the due
date for such installment or other payment.

                  (q)      Environmental. Permit Handling, Release or disposal
of Hazardous Materials at any property owned or leased by it or any of its
Subsidiaries, except in compliance with Environmental Laws and except for such
Handling, Release or disposal of Hazardous Materials that could not reasonably
be expected to result in a Material Adverse Effect.

                  (r)      Certain Agreements. Agree to any material amendment
or other material change to or material waiver of any of its rights under any
Material Contract if such amendment, change or waiver is adverse to the
interests of any Loan Party other than any such material amendment, change or
waiver to the Euro Notes or the Euro Indenture pursuant to the Euro Note
Restructuring Transaction.

                  Section 7.03 Financial Covenants. So long as any principal of
or interest on any Loan, Letter of Credit Obligation (other than any Letter of
Credit Obligation that is cash collateralized in accordance with the terms of
this Agreement) or any other Obligation (whether or not due), other than
contingent obligations or indemnification obligations for which no claim has
been asserted, shall remain unpaid or any Lender shall have any Commitment
hereunder, each Loan Party shall not, unless the Required Lenders shall
otherwise consent in writing:

                  (a)      Cumulative Consolidated EBITDA. Permit Consolidated
EBITDA of the Parent on a cumulative basis for any period set forth in the table
below to be less than the applicable amount corresponding to such fiscal month
set forth below:

                                       99
<PAGE>

<TABLE>
<CAPTION>
                                                  Cumalative Consolidated
                                                  -----------------------
              Period                                    EBITDA
              ------                                    ------
<S>                                               <C>
March 1, 2004 - March 31, 2004                          $ 5,603,000
March 1, 2004 - April 30, 2004                          $ 4,468,000
March 1, 2004 - May 31, 2004                            $ 5,824,000
March 1, 2004 - June 30, 2004                           $15,174,000
March 1, 2004 - July 31, 2004                           $14,219,000
March 1, 2004 - August 31, 2004                         $16,654,000
March 1, 2004 - September 30, 2004                      $27,991,000
March 1, 2004 - October 31, 2004                        $27,929,000
March 1, 2004 - November 30, 2004                       $30,848,000
March 1, 2004 - December 31, 2004                       $44,730,000
March 1, 2004 - January 31, 2005                        $44,069,000
March 1, 2004 - February 28, 2005                       $46,238,000
</TABLE>

                  (b)      Minimum Availability. At any time, permit
Availability to be less than $10,000,000.

                                  ARTICLE VIII.

                      MANAGEMENT, COLLECTION AND STATUS OF
                    ACCOUNTS RECEIVABLE AND OTHER COLLATERAL

                  Section 8.01 Collection of Accounts; Management of Collateral.

                  (a)      Within 10 Business Days after the Effective Date (or
such later time as may be agreed to by the Agent), the Domestic Loan Parties
shall (i) establish and maintain cash management services of a type and on terms
satisfactory to the Administrative Agent at one or more of the banks set forth
on Schedule 8.01 (each a "Cash Management Bank"), and shall take such reasonable
steps to enforce, collect and receive all amounts owing on the Accounts of the
Domestic Loan Parties or any of their Domestic Subsidiaries, and (ii) deposit or
cause to be deposited promptly, and in any event no later than the first
Business Day after the date of receipt thereof, all proceeds in respect of any
Collateral and all Collections and other amounts received by any Domestic Loan
Party (including payments made by the Account Debtors directly to any Domestic
Loan Party) into a Cash Management Account or the Concentration Account. The
Administrative Agent shall charge the Loan Account on the last day of each month
with one (1) collection day for all such Collections.

                  (b)      Within 10 Business Days after the Effective Date (or
such later time as may be agreed to by the Agent), the Domestic Loan Parties
shall, with respect to each Cash Management Account, deliver to the
Administrative Agent a Cash Management Agreement with respect to such Cash
Management Account. Notwithstanding the foregoing, promptly upon the request of
the Administrative Agent, each Loan Party shall deliver a Cash Management
Agreement to the Administrative Agent with respect to any Cash Management
Account identified by the Administrative Agent. Each Cash Management Agreement
shall provide,

                                      100
<PAGE>

among other things, that all cash deposited into the Cash Management Accounts
covered thereby shall be sent by electronic funds transfer (including, but not
limited to, ACH transfers) on each Business Day to the Concentration Account.

                  (c)      So long as no Default or Event of Default has
occurred and is continuing, the Administrative Borrower may amend Schedule 8.01
to add or replace a Cash Management Account Bank or Cash Management Account;
provided, however, that (i) such prospective Cash Management Bank shall be
reasonably satisfactory to the Administrative Agent and the Administrative Agent
shall have consented in writing in advance to the opening of such Cash
Management Account with the prospective Cash Management Bank, and (ii) prior to
the time of the opening of such Cash Management Account, each Domestic Loan
Party and such prospective Cash Management Bank shall have executed and
delivered to the Administrative Agent a Cash Management Agreement. Each Domestic
Loan Party shall close any of its Cash Management Accounts (and establish
replacement cash management accounts in accordance with the foregoing sentence)
promptly and in any event within 30 days of notice from the Administrative Agent
that the creditworthiness of any Cash Management Bank is no longer acceptable in
the Administrative Agent's reasonable judgment, or as promptly as practicable
and in any event within 60 days of notice from the Administrative Agent that the
operating performance, funds transfer, or availability procedures or performance
of the Cash Management Bank with respect to Cash Management Accounts or the
Administrative Agent's liability under any Cash Management Agreement with such
Cash Management Bank is no longer acceptable in the Administrative Agent's
reasonable judgment.

                  (d)      The Cash Management Accounts shall be cash collateral
accounts, with all cash, checks and similar items of payment in such accounts
securing payment of the Obligations, and in which the Domestic Loan Parties are
hereby deemed to have granted a Lien to the Administrative Agent for the benefit
of the Agent and the Lenders. All checks, drafts, notes, money orders,
acceptances, cash and other evidences of Indebtedness received directly by any
Domestic Loan Party as proceeds of any Collateral shall be held by such Loan
Party in trust for the Agent and the Lenders and upon receipt be deposited by
such Loan Party in original form and no later than the next Business Day after
receipt thereof into the Concentration Account; provided, however, all Net Cash
Proceeds received directly by such Domestic Loan Party pursuant to an event
described in Section 2.05(c)(iii), (iv) or (v) shall be held by such Loan Party
in trust for the Agent and the Lenders and upon receipt be deposited by the Loan
Party in original form and no later than the next Business Day after receipt
thereof into the Administrative Agent's Account. A Domestic Loan Party shall not
commingle such collections with such Loan Party's own funds or the funds of any
Subsidiary or Affiliate of such Loan Party or with the proceeds of any assets
not included in the Collateral. No checks, drafts or other instruments received
by the Administrative Agent shall constitute final payment to the Administrative
Agent unless and until such checks, drafts or other instruments have actually
been collected.

                  (e)      After the occurrence and during the continuance of an
Event of Default, the Collateral Agent may send a notice of assignment and/or
notice of the Lenders' security interest to any and all Account Debtors or third
parties holding or otherwise concerned with any of the Collateral, and
thereafter the Collateral Agent shall have the sole right to collect the
Accounts and/or take possession of the Collateral and the books and records
relating thereto. The Domestic Loan Parties shall not, without prior written
consent of the Collateral Agent, grant

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any extension of time of payment of any Account, compromise or settle any
Account for less than the full amount thereof, release, in whole or in part, any
Person or property liable for the payment thereof, or allow any credit or
discount whatsoever thereon, except, in the absence of a continuing Event of
Default, as permitted by Section 7.02(o).

                  (f)      Each Domestic Loan Party hereby appoints the Agent or
its designee on behalf of such Agent as the Domestic Loan Parties'
attorney-in-fact with power exercisable only during the continuance of an Event
of Default to endorse any Domestic Loan Party's name upon any notes,
acceptances, checks, drafts, money orders or other evidences of payment relating
to the Accounts, to sign any Domestic Loan Party's name on any invoice or bill
of lading relating to any of the Accounts, drafts against Account Debtors with
respect to Accounts, assignments and verifications of Accounts and notices to
Account Debtors with respect to Accounts, to send verification of Accounts, and
to notify the Postal Service authorities to change the address for delivery of
mail addressed to any Domestic Loan Party to such address as the Agent may
designate and to do all other acts and things necessary to carry out this
Agreement. All acts of said attorney or designee are hereby ratified and
approved, and said attorney or designee shall not be liable for any acts of
omission or commission (other than acts of omission or commission constituting
gross negligence or willful misconduct as determined by a final judgment of a
court of competent jurisdiction), or for any error of judgment or mistake of
fact or law; this power being coupled with an interest is irrevocable until all
of the Loans Letter of Credit Obligations (other than Letter of Credit
Obligations that are cash collateralized pursuant to the terms of this
Agreement) and other Obligations under the Loan Documents are Paid in Full and
all of the Loan Documents are terminated.

                  (g)      Nothing herein contained shall be construed to
constitute the Agent as agent of any Loan Party for any purpose whatsoever, and
the Agent shall not be responsible or liable for any shortage, discrepancy,
damage, loss or destruction of any part of the Collateral wherever the same may
be located and regardless of the cause thereof (other than from acts of omission
or commission constituting gross negligence or willful misconduct as determined
by a final judgment of a court of competent jurisdiction). The Agent shall not,
under any circumstance or in any event whatsoever, have any liability for any
error or omission or delay of any kind occurring in the settlement, collection
or payment of any of the Accounts or any instrument received in payment thereof
or for any damage resulting therefrom (other than acts of omission or commission
constituting gross negligence or willful misconduct as determined by a final
judgment of a court of competent jurisdiction). The Agent, by anything herein or
in any assignment or otherwise, does not assume any of the obligations under any
contract or agreement assigned to the Agent and shall not be responsible in any
way for the performance by any Loan Party of any of the terms and conditions
thereof.

                  (h)      If any Account includes a charge for any tax payable
to any Governmental Authority, the Agent is hereby authorized (but in no event
obligated) in its discretion to pay the amount thereof to the proper taxing
authority for the Loan Parties' account and to charge the Loan Parties therefor.

                  (i)      Notwithstanding any other terms set forth in the Loan
Documents, the rights and remedies of the Agent and the Lenders herein provided,
and the obligations of the Loan Parties set forth herein, are cumulative of, may
be exercised singly or concurrently with,

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and are not exclusive of, any other rights, remedies or obligations set forth in
any other Loan Document or as provided by law.

                  Section 8.02 Accounts Documentation. The Domestic Loan Parties
will at such intervals as the Agent may reasonably require, execute and deliver
confirmatory written assignments of the Accounts to the Agent and furnish such
further schedules and/or information as the Agent may reasonably require
relating to the Accounts, including, without limitation, sales invoices or the
equivalent, credit memos issued, remittance advices, reports and copies of
deposit slips and copies of original shipping or delivery receipts for all
merchandise sold. In addition, the Domestic Loan Parties shall notify the Agent
of any non-compliance in respect of the representations, warranties and
covenants contained in Section 8.03. The items to be provided under this Section
8.02 are to be in form reasonably satisfactory to the Agent and are to be
executed and delivered to the Agent from time to time solely for their
convenience in maintaining records of the Collateral. The Domestic Loan Parties'
failure to give any of such items to the Agent shall not affect, terminate,
modify or otherwise limit the Collateral Agent's Lien on the Collateral. The
Domestic Loan Parties shall not re-date any invoice or sale or make sales on
extended dating beyond that customary in such Loan Parties' industry, and shall
not re-bill any Accounts without promptly disclosing the same to the Agent and
providing the Agent with a copy of such re-billing, identifying the same as
such. If the Domestic Loan Parties become aware of anything materially
detrimental to any of such Loan Parties' material customers' credit, such Loan
Parties will promptly advise the Agent thereof.

                  Section 8.03 Status of Accounts and Other Collateral. With
respect to any Account of any Domestic Loan Party that is included by the
Borrowers as an Eligible Account in the calculation of the Borrowing Base, each
Domestic Loan Party covenants, represents and warrants: (a) such Loan Party
shall be the sole owner, free and clear of all Liens (except for the Liens
granted in the favor of the Collateral Agent for the benefit of the Agent and
the Lenders and Permitted Liens), and shall be fully authorized to sell,
transfer, pledge and/or grant a security interest in each and every item of said
Collateral; (b) each such Account shall be a good and valid account representing
an undisputed bona fide indebtedness incurred or an amount indisputably owed by
the Account Debtor therein named, for a fixed sum as set forth in the invoice
relating thereto with respect to an absolute sale and delivery upon the
specified terms of goods sold or services rendered by such Loan Party; (c) no
such Account shall be subject to any defense, offset, counterclaim, discount or
allowance except as may be stated in the invoice relating thereto, discounts and
allowances as may be customary in such Loan Party's business and as otherwise
disclosed to the Agent; (d) none of the transactions underlying or giving rise
to any such Account shall violate any applicable state or federal laws or
regulations, and all documents relating thereto shall be legally sufficient
under such laws or regulations and shall be legally enforceable in accordance
with their terms; (e) no agreement under which any deduction or offset of any
kind, other than normal trade discounts, may be granted or shall have been made
by such Loan Party at or before the time such Account is created; (f) all
agreements, instruments and other documents relating to any Account shall be
true and correct and in all material respects what they purport to be; (g) such
Loan Party shall maintain books and records pertaining to said Collateral in
such detail, form and scope as the Agent shall reasonably require; (h) such Loan
Party shall promptly notify the Agent if any Account arises out of contracts
with any Governmental Authority, and will execute any instruments and take any
steps reasonably required by the Agent in order that all monies due or to become
due under any such contract

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shall be assigned to the Collateral Agent and notice thereof given to such
Governmental Authority under the Federal Assignment of Claims Act or any similar
state or local law; (i) such Loan Party will, immediately upon learning thereof,
report to the Agent any material loss or destruction of, or substantial damage
to, any of the Collateral, and any other matters affecting the value,
enforceability or collectibility of any of the Collateral; (j) if any amount
payable under or in connection with any such Account is evidenced by a
promissory note or other instrument, such promissory note or instrument shall be
promptly pledged, endorsed, assigned and delivered to the Collateral Agent for
the benefit of the Agent and the Lenders as additional Collateral; and (k) such
Loan Party is not and shall not be entitled to pledge any Agent's or any
Lender's credit on any purchases or for any purpose whatsoever.

                  Section 8.04 Collateral Custodian. Upon the occurrence and
during the continuance of any Default or Event of Default, the Collateral Agent
may at any time and from time to time employ and maintain on the premises of any
Loan Party a custodian selected by the Collateral Agent who shall have full
authority to do all acts necessary to protect the Agent's and the Lenders'
interests. Each Loan Party hereby agrees to, and to cause its Subsidiaries to,
cooperate with any such custodian and to do whatever the Collateral Agent may
reasonably request to preserve the Collateral. All reasonable costs and expenses
incurred by the Collateral Agent by reason of the employment of the custodian
shall be the responsibility of the Borrowers and charged to the Loan Account.

                  Section 8.05 Collateral Reporting.

                  (a)      The Borrowers shall provide the Administrative Agent
with the following documents in a form reasonably satisfactory to the
Administrative Agent:

                           (i)      on a regular basis as required by the
Administrative Agent, schedules of sales made, credits issued and cash received;

                           (ii)     as soon as possible after the end of each
fiscal month (but in any event within fifteen (15) days after the end thereof),
on a monthly basis or more frequently as the Administrative Agent may reasonably
request: (A) perpetual inventory reports for each location of Inventory of the
Loan Parties, but only to the extent such Loan Parties are capable of providing
such reports for such location, and if not capable, such other inventory reports
as are consistent with the reports provided to Hilco in connection with the
initial appraisal of the Inventory, (B) inventory reports by location and
Inventory Category (and including the amounts of Inventory and the value thereof
at any leased locations and at premises of warehouses, processors or other third
parties), (C) agings of Accounts (together with a reconciliation to the previous
month's aging and general ledger), (D) agings of accounts payable (and including
information indicating the amounts owing to owners and lessors of leased
premises, warehouses, processors and other third parties from time to time in
possession of any Collateral) and (E) a report setting forth all issued and
outstanding letters of credit;

                           (iii)    upon the Administrative Agent's request, (A)
copies of customer statements, purchase orders, sales invoices, credit memos,
remittance advices and reports, and copies of deposit slips and bank statements,
(B) copies of shipping and delivery documents, and

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(C) copies of purchase orders, invoices and delivery documents for Inventory and
Equipment acquired by any Borrower or Guarantor; and

                           (iv)     such other reports as to the portion of the
Collateral comprised of Inventory, Accounts and Receivables of Domestic Loan
Parties as the Administrative Agent shall reasonably request from time to time.

                  (b)      If any Loan Party's records or reports of the
Collateral are prepared or maintained by an accounting service, contractor,
shipper or other agent, such Loan Party hereby irrevocably authorizes such
service, contractor, shipper or agent to deliver such records, reports, and
related documents to the Administrative Agent and to follow the Administrative
Agent's instructions with respect to further services at any time that an Event
of Default has occurred and is continuing.

                  Section 8.06 Accounts Covenants.

                  (a)      With respect to any Account of any Domestic Loan
Party that is included by the Borrowers as an Eligible Account in the
calculation of the Borrowing Base, the Borrowers shall notify the Administrative
Agent promptly of: (i) any material delay in any Domestic Loan Party's
performance of any of its material obligations to any Account Debtor or the
assertion of any material claims, offsets, defenses or counterclaims by any
Account Debtor, or any material disputes with Account Debtors, or any
settlement, adjustment or compromise thereof, (ii) all material adverse
information known to any Borrower or Guarantor relating to the financial
condition of any Account Debtor and (iii) any event or circumstance which, to
the best of any Domestic Loan Party's knowledge, would cause the Administrative
Agent to consider any then existing Accounts as no longer constituting Eligible
Accounts. No credit, discount, allowance or extension or agreement for any of
the foregoing shall be granted to any Account Debtor without the Administrative
Agent's consent (which consent shall not be unreasonably withheld), except in
the ordinary course of a Domestic Loan Party's business in accordance with its
practices and policies. Subject to Section 7.02(o), as long as no Event of
Default has occurred and is continuing, Domestic Loan Parties shall settle,
adjust or compromise any claim, offset, counterclaim or dispute with any Account
Debtor. At any time that an Event of Default has occurred and is continuing, the
Administrative Agent shall, at its option, have the exclusive right to settle,
adjust or compromise any claim, offset, counterclaim or dispute with Account
Debtors or grant any credits, discounts or allowances.

                  (b)      With respect to each Account of any Domestic Loan
Party that is included in the Borrowers as an Eligible Account in the
calculation of the Borrowing Base: (i) the amounts shown on any invoice
delivered to the Administrative Agent or schedule thereof delivered to the
Administrative Agent shall be true and complete in all material respects, (ii)
any payments made thereon shall be promptly delivered to the Administrative
Agent pursuant to the terms of this Agreement, (iii) no credit, discount,
allowance or extension or agreement for any of the foregoing shall be granted to
any Account Debtor except as reported to the Administrative Agent in accordance
with this Agreement and except for credits, discounts, allowances or extensions
made or given in the ordinary course of each such Loan Party's business in
accordance with its practices and policies, (iv) there shall be promptly
reported to the Administrative Agent in accordance with the terms of this
Agreement any setoffs, deductions,

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contras, defenses, counterclaims or disputes existing or asserted with respect
thereto, (v) none of the transactions giving rise thereto will violate any
applicable foreign, Federal, state or local laws or regulations, all
documentation relating thereto will be legally sufficient under such laws and
regulations and all such documentation will be legally enforceable in accordance
with its terms.

                  (c)      The Administrative Agent shall have the right at any
time or times, in the Administrative Agent's name or in the name of a nominee of
the Administrative Agent, to verify the validity, amount or any other matter
relating to any Receivables, Inventory or Accounts, by mail, telephone,
facsimile transmission or otherwise.

                  Section 8.07 Inventory Covenants. With respect to the
Inventory of any Domestic Loan Party that is included by the Borrowers as
Eligible Inventory in the calculation of the Borrowing Base: (a) each such Loan
Party shall at all times maintain inventory records reasonably satisfactory to
the Administrative Agent, keeping correct and accurate records itemizing and
describing the kind, type, quality and quantity of such Inventory, such Loan
Party's cost therefor and daily withdrawals therefrom and additions thereto; (b)
such Loan Parties shall conduct a physical count of such the Inventory at any
time the Administrative Agent may reasonably request, and promptly following
such physical inventory shall supply the Administrative Agent with a report in
the form and with such specificity as may be reasonably satisfactory to the
Administrative Agent concerning such physical count; (c) such Loan Parties shall
not remove any such Inventory from the locations set forth or permitted herein,
without the prior written consent of the Administrative Agent, except for sales
of such Inventory in the ordinary course of its business and except to move such
Inventory directly from one location set forth or permitted herein to another
such location and except for such Inventory shipped from the manufacturer
thereof to such Loan Party which is in transit to the locations set forth or
permitted herein; (d) upon the Administrative Agent's request, the Borrowers
shall, at their expense, deliver or cause to be delivered to the Administrative
Agent written appraisals as to such Inventory in form, scope and methodology
reasonably acceptable to the Administrative Agent (and consistent with the
methodology used by Hilco) by Hilco or an appraiser reasonably acceptable to the
Administrative Agent, addressed to Agent and Lenders and upon which Agent and
Lenders are expressly permitted to rely; (e) such Loan Parties shall produce,
use, store and maintain such Inventory with all reasonable care and caution and
in accordance with applicable standards of any insurance and in conformity with
applicable laws (including the requirements of the Federal Fair Labor Standards
Act of 1938, as amended and all rules, regulations and orders related thereto);
(f) none of such Inventory constitutes farm products or the proceeds thereof;
(g) each such Loan Party assumes all responsibility and liability arising from
or relating to the production, use, sale or other disposition of such Inventory;
(h) such Loan Parties shall not sell such Inventory to any customer on approval,
or any other basis which entitles the customer to return or may obligate any
such Loan Party to repurchase such Inventory (unless such Inventory may be
returned only if it is not damaged and is resalable in the normal course of
business); (i) such Loan Parties shall keep such Inventory in good and
marketable condition; and (j) such Loan Parties shall not, without prior written
notice to the Administrative Agent or the specific identification of such
Inventory in a report with respect thereto provided by the Administrative
Borrower to the Administrative Agent pursuant to Section 8.05(a) hereof, acquire
or accept any such Inventory on consignment or approval.

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                                   ARTICLE IX.

                                EVENTS OF DEFAULT

                  Section 9.01 Events of Default. If any of the following Events
of Default shall occur and be continuing:

                  (a)      any Borrower shall fail to pay any principal of or
interest on any Loan, any Agent Advance or any fee, indemnity or other amount
payable under this Agreement or any other Loan Document when due (whether by
scheduled maturity, required prepayment, acceleration, demand or otherwise);

                  (b)      any representation or warranty made or deemed made by
or on behalf of any Loan Party or by any officer of the foregoing under or in
connection with any Loan Document or under or in connection with any report,
certificate, or other document delivered to the Agent, any Lender or the L/C
Issuer pursuant to any Loan Document shall have been incorrect in any material
respect when made or deemed made;

                  (c)      any Loan Party shall fail to perform or comply with
any covenant or agreement contained in (i) clauses (a)(vi) (at a time when
Borrowing Base Certificates are required to be delivered on a weekly basis),
(b), (c), (d), (f), (h), (k), (l), (m), (n), (o), (p), (q) or (r) of Section
7.01, Section 7.02, Section 7.03, Section 8.01, Section 8.02, Section 8.03,
Section 8.04, Section 8.06 and Section 8.07, or any Loan Party shall fail to
perform or comply with any covenant or agreement contained in any Security
Agreement to which it is a party, any Pledge Agreement to which it is a party,
or any Mortgage to which it is a party, (ii) clauses (e), (g), and (i) of
Section 7.01 and such failure, if capable of being remedied, shall remain
unremedied for 15 days, after the earlier of the date a senior officer of any
Loan Party shall become aware of such failure and the date written notice of
such default shall have been given by any Agent to such Loan Party, (iii)
clauses (a)(i), (a)(ii), (a)(iii), (a)(iv) or (a)(vii) of Section 7.01 and such
failure shall remain unremedied for 5 days, (iv) clauses (a)(v) and (a)(x) of
Section 7.01 and such failure shall remain unremedied for 3 Business Days, (iv)
clauses (a)(vi) (at a time when Borrowing Base Certificates are required to be
delivered on a monthly basis), (a)(viii), (a)(ix), (a)(xi), (a)(xii), (a)(xiii),
(a)(xiv) and (a)(xv) of Section 7.01 or Section 8.05 and such failure shall
remain unremedied for 3 Business Days and (v) clause (j) of Section 7.01, and
such failure shall continue for more than 10 days without any Loan Party
commencing activities reasonably likely to cure the environmental matter which
is the subject of such failure, provided that, in the case of any Loan Party
commencing such activities, such Loan Party shall provide Agent, as and to the
extent Agent reasonably requests, with regular updates or other supporting
documentation regarding such activities for so long as such activities are
conducted or until such environmental matter is otherwise cured or resolved;

                  (d)      any Loan Party shall fail to perform or comply with
any other term, covenant or agreement contained in any Loan Document to be
performed or observed by it and, except as set forth in subsections (a), (b) and
(c) of this Section 9.01, such failure, if capable of being remedied, shall
remain unremedied for 15 days after the earlier of the date a senior officer of
any Loan Party becomes aware of such failure and the date written notice of such
default shall have been given by the Agent to the Administrative Borrower;

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                  (e)      the Parent or any of its Subsidiaries shall fail to
pay any principal of or interest on any of its Indebtedness (excluding
Indebtedness evidenced by this Agreement or the Euro Notes) in excess of
$4,000,000, or any interest or premium thereon, when due (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 agreement or instrument relating to such Indebtedness, or any other default
under any agreement or instrument relating to any such Indebtedness, or any
other event, shall occur and shall continue after the applicable grace period,
if any, specified in such agreement or instrument, if the effect of such default
or event is to accelerate, or to permit the acceleration of, the maturity of
such Indebtedness; provided, that, if any such event shall occur as the direct
and sole result of an Excluded Note Event, such event shall not constitute an
Event of Default under this clause (e) until the acceleration of the maturity of
such Indebtedness or the commencement of the exercise of enforcement rights and
remedies of such Indebtedness; or any such Indebtedness shall be declared to be
due and payable, or required to be prepaid (other than by a regularly scheduled
required prepayment), redeemed, purchased or defeased or an offer to prepay,
redeem, purchase or defease such Indebtedness shall be required to be made, in
each case, prior to the stated maturity thereof;

                  (f)      any Loan Party or any Subsidiary of Milacron Capital
(i) shall institute any proceeding or voluntary case seeking to adjudicate it
bankrupt or insolvent, or seeking dissolution, liquidation, winding up,
reorganization, arrangement, adjustment, protection, relief or composition of it
or its debts under any law relating to bankruptcy, insolvency, reorganization or
relief of debtors, or seeking the entry of an order for relief or the
appointment of a receiver, trustee, custodian or other similar official for any
such Person or for any substantial part of its property, (ii) shall be generally
not paying its debts as such debts become due or shall admit in writing its
inability to pay its debts generally, (iii) shall make a general assignment for
the benefit of creditors, or (iv) shall take any action to authorize or effect
any of the actions set forth above in this subsection (f);

                  (g)      any proceeding shall be instituted against any Loan
Party or any Subsidiary of Milacron Capital seeking to adjudicate it bankrupt or
insolvent, or seeking dissolution, liquidation, winding up, reorganization,
arrangement, adjustment, protection, relief of debtors, or seeking the entry of
an order for relief or the appointment of a receiver, trustee, custodian or
other similar official for any such Person or for any substantial part of its
property, and either such proceeding shall remain undismissed or unstayed for a
period of 30 days or any of the actions sought in such proceeding (including,
without limitation, the entry of an order for relief against any such Person or
the appointment of a receiver, trustee, custodian or other similar official for
it or for any substantial part of its property) shall occur;

                  (h)      any provision of any Loan Document shall at any time
for any reason (other than pursuant to the express terms thereof) cease to be
valid and binding on or enforceable against any Loan Party intended to be a
party thereto other than the Agent or the Lenders, or the validity or
enforceability thereof shall be contested by any party thereto, or a proceeding
shall be commenced by any Loan Party or any Governmental Authority having
jurisdiction over any of them, seeking to establish the invalidity or
unenforceability thereof, or any Loan Party shall deny in writing that it has
any liability or obligation purported to be created under any Loan Document;

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                  (i)      any Security Agreement, any Pledge Agreement, any
Mortgage, any Cash Management Agreement or any other security document, after
delivery thereof pursuant hereto, shall for any reason fail or cease to create a
valid and perfected and, except to the extent permitted by the terms hereof or
thereof, first priority Lien in favor of the Collateral Agent for the benefit of
the Agent and the Lenders on any Collateral purported to be covered thereby;

                  (j)      except solely with respect to an Excluded Note Event,
one or more judgments, orders or awards for the payment of money exceeding
$4,000,000 in the aggregate shall be rendered against the Parent or any of its
Subsidiaries and remain unsatisfied and either (i) enforcement proceedings shall
have been commenced by any creditor upon any such judgment, order or award, or
(ii) there shall be a period of 10 consecutive days after entry thereof during
which a stay of enforcement of any such judgment, order or award, by reason of a
pending appeal or otherwise, shall not be in effect; provided, however, that any
such judgment, order or award shall not give rise to an Event of Default under
this subsection (j) if and for so long as (A) the amount of such judgment, award
or order is covered by a valid and binding policy of insurance between the
defendant and the insurer covering full payment thereof and (B) such insurer has
been notified, and has not disputed the claim made for payment, of the amount of
such judgment, order or award;

                  (k)      for more than fifteen (15) days, the Parent or any of
its Subsidiaries is enjoined, restrained or in any way prevented by the order of
any court or any Governmental Authority from conducting all or any part of its
business that is material to the Loan Parties taken as a whole;

                  (l)      any material damage to, or loss, theft or destruction
of, any Collateral, whether or not insured, or any strike, lockout, labor
dispute, embargo, condemnation, act of God or public enemy, or other casualty
which causes, for more than fifteen (15) consecutive days, the cessation or
substantial curtailment of revenue producing activities at any facility of any
Loan Party, if any such event or circumstance could reasonably be expected to
have a Material Adverse Effect;

                  (m)      any cessation of a substantial part of the business
of the Parent or any of its Subsidiaries for a period which materially and
adversely affects the ability of the Loan Parties, taken as a whole, to continue
its business on a profitable basis;

                  (n)      the loss, suspension or revocation of, or failure to
renew, any license or permit now held or hereafter acquired by the Parent or any
of its Subsidiaries, if such loss, suspension, revocation or failure to renew
could reasonably be expected to have a Material Adverse Effect;

                  (o)      the indictment, or the threatened indictment of the
Parent or any of its Subsidiaries under any criminal statute, or commencement or
threatened commencement of criminal or civil proceedings against any Loan Party,
pursuant to which statute or proceedings the penalties or remedies sought or
available include forfeiture to any Governmental Authority of any material
portion of the property of the Loan Parties taken as a whole;

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                  (p)      any Loan Party or any of its ERISA Affiliates shall
have made a complete or partial withdrawal from a Multiemployer Plan, and, as a
result of such complete or partial withdrawal, any Loan Party or any of its
ERISA Affiliates incurs a withdrawal liability in an annual amount exceeding
$500,000; or a Multiemployer Plan enters reorganization status under Section
4241 of ERISA, and, as a result thereof any Loan Party's or any of its ERISA
Affiliates' annual contribution requirements with respect to such Multiemployer
Plan increases in an annual amount exceeding $500,000;

                  (q)      any Termination Event with respect to any Employee
Plan shall have occurred which could reasonably be expected to have a Material
Adverse Effect;

                  (r)      the Parent or any of its Subsidiaries shall be liable
for any Environmental Liabilities and Costs the payment of which could
reasonably be expected to have a Material Adverse Effect;

                  (s)      a Change of Control shall have occurred;

                  (t)      an event or development occurs which could reasonably
be expected to have a Material Adverse Effect;

                  (u)      the following events shall occur: (i) an "Event of
Default" (or any similar defined term or concept) under, and as defined in, any
of the Euro Notes or the Euro Indenture, shall exist (including as a result of
the failure to repay obligations thereunder, whether at maturity or upon
acceleration), whether or not resulting in an acceleration thereof, (ii) the
Euro Notes shall have become due and payable at maturity or upon acceleration
and (iii) the Euro Note Holders holding in excess of 25% of the Euro Notes
and/or any agent under the Euro Indenture, in each case in accordance with the
Euro Indenture, causes the commencement of the exercise of enforcement rights
and remedies under the applicable Indenture governing the Euro Notes by (x)
instituting or otherwise commencing any legal proceeding seeking a judgment or
decree for the payment of monies due, including, without limitation, commencing
any Insolvency Proceeding, (y) attaching, seizing, levying upon or subjecting to
a writ or distress warrant all or a substantial portion of the assets of the
Loan Parties, or allowing such assets to come within the possession of any
receiver, trustee, custodian or assignee for the benefit of creditors or (z)
instituting liquidation or similar proceedings for all or a substantial portion
of the assets or property of the Loan Parties; or

                  (v)      Stockholder Approval is not obtained on or prior to
July 29, 2004;

then, and in any such event, the Collateral Agent may, and shall at the request
of the Required Lenders, by notice to the Administrative Borrower, (i) terminate
or reduce all Commitments, whereupon all Commitments shall immediately be so
terminated or reduced, (ii) declare all or any portion of the Loans then
outstanding to be due and payable, whereupon all or such portion of the
aggregate principal of all Loans, all accrued and unpaid interest thereon, all
fees and all other amounts payable under this Agreement and the other Loan
Documents shall become due and payable immediately, without presentment, demand,
protest or further notice of any kind, all of which are hereby expressly waived
by each Loan Party and (iii) exercise any and all of its other rights and
remedies under applicable law, hereunder and under the other Loan Documents;

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provided, however, that upon the occurrence of any Event of Default described in
subsection (f) or (g) of this Section 9.01 with respect to any Loan Party,
without any notice to any Loan Party or any other Person or any act by any Agent
or any Lender, all Commitments shall automatically terminate and all Loans then
outstanding, together with all accrued and unpaid interest thereon, all fees and
all other amounts due under this Agreement and the other Loan Documents shall
become due and payable automatically and immediately, without presentment,
demand, protest or notice of any kind, all of which are expressly waived by each
Loan Party. Subject to Section 4.04(b), the Administrative Agent may, after the
occurrence and during the continuation of any Event of Default, require the
Borrowers to deposit with the Administrative Agent with respect to each Letter
of Credit Accommodation then outstanding cash in an amount equal to 105% of the
greatest amount for which such Letter of Credit Accommodation may be drawn. Such
deposits shall be held by the Administrative Agent in the Letter of Credit
Collateral Account as security for, and to provide for the payment of, the
Letter of Credit Obligations.

                                   ARTICLE X.

                                      AGENT

                  Section 10.01 Appointment. Each Lender (and each subsequent
maker of any Loan by its making thereof) hereby irrevocably appoints CSFB as it
agent under the Loan Documents and authorizes the Agent to take such actions on
its behalf and to exercise such powers as are delegated to the Administrative
Agent or the Collateral Agent by the terms of the Loan Documents, together with
such actions and powers as are reasonably incidental thereto. Without limiting
the generality of the foregoing, the Agent is hereby expressly authorized by the
Lenders to execute any and all documents (including releases, the Cash
Management Agreements and the Subordination and Intercreditor Agreement) with
respect to the Collateral and the rights of the Lenders with respect thereto.
Each of the Lenders and the L/C Issuer hereby agrees to be bound by the priority
of the security interests and allocation of the benefits of the Collateral and
proceeds thereof set forth in this Agreement and the Subordination and
Intercreditor Agreement.

                  Section 10.02 Nature of Duties. The Agent shall have any
duties or obligations except those expressly set forth in the Loan Documents.
Without limiting the generality of the foregoing, (a) the Agent shall not be
subject to any fiduciary or other implied duties, regardless of whether a
Default or an Event of Default has occurred and is continuing, (b) the Agent
shall not have any duty to take any discretionary action or exercise any
discretionary powers, except discretionary rights and powers expressly
contemplated hereby that the Administrative Agent or the Collateral Agent is
required to exercise in writing by the Required Lenders (or such other number or
percentage of the Lenders as shall be necessary under the circumstances as
provided in Section 12.02), and (c) except as expressly set forth in the Loan
Documents, no Agent shall have any duty to disclose, nor shall it be liable for
the failure to disclose, any information relating to the Company or any of the
Subsidiaries that is communicated to or obtained by the bank serving as any
Agent or any of its Affiliates in any capacity. The Agent shall not be liable
for any action taken or not taken by it with the consent or at the request of
the Required Lenders (or such other number or percentage of the Lenders as shall
be necessary under the circumstances as provided in Section 12.02), in each
case, in the absence of its own gross negligence or willful misconduct. The
Agent shall not be deemed to have knowledge of any

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Default or Event of Default unless and until written notice thereof is given to
the Agent by any Loan Party or a Lender, and the Agent shall not be responsible
for or have any duty to ascertain or inquire into (i) any statement, warranty or
representation made in or in connection with any Loan Document, (ii) the
contents of any certificate, report or other document delivered thereunder or in
connection therewith, (iii) the performance or observance of any of the
covenants, agreements or other terms or conditions set forth in any Loan
Document, (iv) the validity, enforceability, effectiveness or genuineness of any
Loan Document or any other agreement, instrument or document, or (v) the
satisfaction of any condition set forth in Article V or elsewhere in any Loan
Document, other than to confirm receipt of items expressly required to be
delivered to the Agent.

                  Section 10.03 Rights, Exculpation, Etc. (a) The Agent and its
directors, officers, agents or employees shall not be liable for any action
taken or omitted to be taken by them under or in connection with this Agreement
or the other Loan Documents, except for their own gross negligence or willful
misconduct as determined by a final judgment of a court of competent
jurisdiction. Without limiting the generality of the foregoing, the Agent (i)
may treat the payee of any Loan as the owner thereof until the Administrative
Agent receives written notice of the assignment or transfer thereof, pursuant to
Section 12.07 hereof, signed by such payee and in form satisfactory to the
Administrative Agent; (ii) may consult with legal counsel (including, without
limitation, counsel to the Agent or counsel to the Loan Parties), independent
public accountants, and other experts selected by any of them and shall not be
liable for any action taken or omitted to be taken in good faith by any of them
in accordance with the advice of such counsel or experts; (iii) make no warranty
or representation to any Lender and shall not be responsible to any Lender for
any statements, certificates, warranties or representations made in or in
connection with this Agreement or the other Loan Documents; (iv) shall not have
any duty to ascertain or to inquire as to the performance or observance of any
of the terms, covenants or conditions of this Agreement or the other Loan
Documents on the part of any Person, the existence or possible existence of any
Default or Event of Default, or to inspect the Collateral or other property
(including, without limitation, the books and records) of any Person; (v) shall
not be responsible to any Lender for the due execution, legality, validity,
enforceability, genuineness, sufficiency or value of this Agreement or the other
Loan Documents or any other instrument or document furnished pursuant hereto or
thereto; and (vi) shall not be deemed to have made any representation or
warranty regarding the existence, value or collectibility of the Collateral, the
existence, priority or perfection of the Administrative Agent's Lien thereon, or
any certificate prepared by any Loan Party in connection therewith, nor shall
the Agent be responsible or liable to the Lenders for any failure to monitor or
maintain any portion of the Collateral. The Agent shall not be liable for any
apportionment or distribution of payments made in good faith pursuant to Section
2.05, and if any such apportionment or distribution is subsequently determined
to have been made in error the sole recourse of any Lender to whom payment was
due but not made, shall be to recover from other Lenders any payment in excess
of the amount which they are determined to be entitled. The Agent may at any
time request instructions from the Lenders with respect to any actions or
approvals which by the terms of this Agreement or of any of the other Loan
Documents the Agent are permitted or required to take or to grant, and if such
instructions are promptly requested, the Agent shall be absolutely entitled to
refrain from taking any action or to withhold any approval under any of the Loan
Documents until they shall have received such instructions from the Required
Lenders. Without limiting the foregoing, no Lender shall have any right of
action whatsoever against the Agent as a result of

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the Agent acting or refraining from acting under this Agreement or any of the
other Loan Documents in accordance with the instructions of the Required
Lenders. Each Lender acknowledges that it has, independently and without
reliance upon the Agent or any other Lender and based on such documents and
information as it has deemed appropriate, made its own credit analysis and
decision to enter into this Agreement. Each Lender also acknowledges that it
will, independently and without reliance upon the Agent or any other Lender and
based on such documents and information as it shall from time to time deem
appropriate, continue to make its own decisions in taking or not taking action
under or based upon this Agreement or any other Loan Document, any related
agreement or any document furnished hereunder or thereunder.

                  (b)      To the extent required by any applicable law, the
Administrative Agent may withhold from any interest payment to any Lender an
amount equivalent to any applicable withholding tax. If the Internal Revenue
Service or any other Governmental Authority asserts a claim that the
Administrative Agent did not properly withhold tax from amounts paid to or for
the account of any Lender because the appropriate form was not delivered or was
not properly executed or because such Lender failed to notify the Administrative
Agent of a change in circumstance which rendered the exemption from, or
reduction of, withholding tax ineffective or for any other reason, such Lender
shall indemnify the Administrative Agent fully for all amounts paid, directly or
indirectly, by the Administrative Agent as tax or otherwise, including any
penalties or interest and together with all expenses (including legal expenses,
allocated internal costs and out-of-pocket expenses) incurred.

                  Section 10.04 Reliance. The Agent shall be entitled to rely
upon, and shall not incur any liability for relying upon, any notice, request,
certificate, consent, statement, instrument, document or other writing believed
by it to be genuine and to have been signed or sent by the proper person. The
Agent may also rely upon any statement made to it orally or by telephone and
believed by it to have been made by the proper person, and shall not incur any
liability for relying thereon. The Agent may consult with legal counsel,
independent accountants and other experts selected by it, and shall not be
liable for any action taken or not taken by it in accordance with the advice of
any such counsel, accountants or experts. The Agent may perform any and all its
duties and exercise its rights and powers by or through any one or more
sub-agents appointed by it. In addition, the Agent and any such sub-agent may
perform any and all its duties and exercise its rights and powers by or through
their respective Related Parties. The exculpatory provisions of the preceding
subsections of this Article X shall apply to any such sub-agent and to the
Related Parties of the Agent and any such sub-agent, and shall apply to their
respective activities in connection with the syndication of the credit
facilities provided for herein as well as activities as Agent

                  Section 10.05 Indemnification. To the extent that the Agent or
the L/C Issuer is not reimbursed and indemnified by any Loan Party, the Lenders
will reimburse and indemnify the Agent and the L/C Issuer from and against any
and all liabilities, obligations, losses, damages, penalties, actions,
judgments, suits, costs, expenses, advances or disbursements of any kind or
nature whatsoever which may be imposed on, incurred by, or asserted against the
Agent or the L/C Issuer in any way relating to or arising out of this Agreement
or any of the other Loan Documents or any action taken or omitted by the Agent
or the L/C Issuer under this Agreement or any of the other Loan Documents, in
proportion to each Lender's Pro Rata Share, including, without limitation,
advances and disbursements made pursuant to Section 10.08; provided,

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however, that no Lender shall be liable for any portion of such liabilities,
obligations, losses, damages, penalties, actions, judgments, suits, costs,
expenses, advances or disbursements for which there has been a final judicial
determination that such liability resulted from the Agent's or the L/C Issuer's
gross negligence or willful misconduct. The obligations of the Lenders under
this Section 10.05 shall survive the payment in full of the Loans and the
termination of this Agreement.

                  Section 10.06 Agent Individually. With respect to its Pro Rata
Share of each Commitment and the Total Commitment hereunder and the Loans made
by it, the Agent shall have and may exercise the same rights and powers
hereunder and is subject to the same obligations and liabilities as and to the
extent set forth herein for any other Lender or maker of a Loan. The terms
"Lenders", "Required A Lenders", "Required B Lenders" or "Required Lenders" or
any similar terms shall, unless the context clearly otherwise indicates, include
the Agent in its individual capacity as a Lender or one of the Required A
Lenders, the Required B Lenders, or the Required Lenders. The Agent and its
Affiliates may accept deposits from, lend money to, and generally engage in any
kind of banking, trust or other business with any Borrower as if it were not
acting as an Agent pursuant hereto without any duty to account to the other
Lenders.

                  Section 10.07 Successor Agent. (a)The Agent may resign
from the performance of all its functions and duties hereunder and under the
other Loan Documents at any time by giving at least thirty (30) Business Days'
prior written notice to the Administrative Borrower and each Lender. Such
resignation shall take effect upon the acceptance by a successor Agent of
appointment pursuant to clauses (b) and (c) below or as otherwise provided
below.

                  (b)      Upon any such notice of resignation, the Required
Lenders shall appoint a successor Agent, after consultation with the
Administrative Borrower. Upon the acceptance of any appointment as Agent
hereunder by a successor Agent, such successor Agent shall thereupon succeed to
and become vested with all the rights, powers, privileges and duties of the
retiring Agent, and the retiring Agent shall be discharged from its duties and
obligations under this Agreement and the other Loan Documents. After the Agent's
resignation hereunder as an Agent, the provisions of this ARTICLE X shall inure
to its benefit as to any actions taken or omitted to be taken by it while it was
an Agent under this Agreement and the other Loan Documents.

                  (c)      If a successor Agent shall not have been so appointed
within said thirty (30) Business Day period, the retiring Agent shall then
appoint a successor Agent (after consultation with the Administrative Borrower)
who shall serve as an Agent until such time, if any, as the Required Lenders
appoint a successor Agent as provided above.

                  Section 10.08 Collateral Matters.

                  (a)      Subject to the terms of a separate written agreement
among the Agent and the Lenders, the Agent may from time to time make such
disbursements and advances ("Agent Advances") which the Agent, in its sole
discretion, deems necessary or desirable to preserve, protect, prepare for sale
or lease or dispose of the Collateral or any portion thereof, to enhance the
likelihood or maximize the amount of repayment by the Borrowers of the Loans,
Letter of Credit Obligations and other Obligations or to pay any other amount
chargeable to the Borrowers

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pursuant to the terms of this Agreement, including, without limitation, costs,
fees and expenses as described in Section 12.04. The Agent Advances shall bear
interest at the maximum rate set forth in this Agreement and shall be repayable
on demand and be secured by the Collateral. The Agent Advances shall constitute
Obligations hereunder which may be charged to the Loan Account in accordance
with Section 4.02. The Agent making an Agent Advance shall notify each Lender
and the Administrative Borrower in writing of each such Agent Advance, which
notice shall include a description of the purpose of such Agent Advance. Without
limitation to its obligations pursuant to Section 10.05, each Lender agrees that
it shall make available to the Agent making the Agent Advance, upon such Agent's
demand, in Dollars in immediately available funds, the amount equal to such
Lender's Pro Rata Share of each such Agent Advance. If such funds are not made
available to the Agent making an Agent Advance by such Lender, the Agent shall
be entitled to recover such funds on demand from such Lender, together with
interest thereon for each day from the date such payment was due until the date
such amount is paid to the Agent, at the Federal Funds Rate for three Business
Days and thereafter at the Reference Rate.

                  (b)      The Lenders hereby irrevocably authorize the
Collateral Agent, at its option and in its discretion, to release any Lien
granted to or held by the Collateral Agent upon any Collateral upon termination
of the Total Commitment and payment and satisfaction of all Loans, Letter of
Credit Obligations, and all other Obligations which have matured and which the
Collateral Agent has been notified in writing are then due and payable; or
constituting property being sold or disposed of in the ordinary course of any
Loan Party's business and in compliance with the terms of this Agreement and the
other Loan Documents; or constituting property in which the Loan Parties owned
no interest at the time the Lien was granted or at any time thereafter; or if
approved, authorized or ratified in writing by the Lenders. Upon request by the
Collateral Agent at any time, the Lenders will confirm in writing the Collateral
Agent's authority to release particular types or items of Collateral pursuant to
this Section 10.08(b).

                  (c)      Without in any manner limiting the Collateral Agent's
authority to act without any specific or further authorization or consent by the
Lenders (as set forth in Section 10.08(b)), each Lender agrees to confirm in
writing, upon request by the Collateral Agent, the authority to release
Collateral conferred upon the Collateral Agent under Section 10.08(b). Upon
receipt by the Collateral Agent of confirmation from the Lenders of its
authority to release any particular item or types of Collateral, and upon prior
written request by any Loan Party, the Collateral Agent shall (and is hereby
irrevocably authorized by the Lenders to) execute such documents as may be
necessary to evidence the release of the Liens granted to the Collateral Agent
for the benefit of the Agent and the Lenders upon such Collateral; provided,
however, that (i) the Collateral Agent shall not be required to execute any such
document on terms which, in the Collateral Agent's opinion, would expose the
Collateral Agent to liability or create any obligations or entail any
consequence other than the release of such Liens without recourse or warranty,
and (ii) such release shall not in any manner discharge, affect or impair the
Obligations or any Lien upon (or obligations of any Loan Party in respect of)
all interests in the Collateral retained by any Loan Party.

                  (d)      The Collateral Agent shall have no obligation
whatsoever to any Lender to assure that the Collateral exists or is owned by the
Loan Parties or is cared for, protected or insured or has been encumbered or
that the Lien granted to the Collateral Agent pursuant to this

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Agreement or any other Loan Document has been properly or sufficiently or
lawfully created, perfected, protected or enforced or is entitled to any
particular priority, or to exercise at all or in any particular manner or under
any duty of care, disclosure or fidelity, or to continue exercising, any of the
rights, authorities and powers granted or available to the Collateral Agent in
this Section 10.08 or in any other Loan Document, it being understood and agreed
that in respect of the Collateral, or any act, omission or event related
thereto, the Collateral Agent may act in any manner it may deem appropriate, in
its sole discretion, given the Collateral Agent's own interest in the Collateral
as one of the Lenders and that the Collateral Agent shall have no duty or
liability whatsoever to any other Lender, except as otherwise provided herein.

                  Section 10.09 Agency for Perfection. The Agent and each Lender
hereby appoints each other Lender as agent and bailee for the purpose of
perfecting the security interests in and liens upon the Collateral in assets
which, in accordance with Article 9 of the Uniform Commercial Code, can be
perfected only by possession or control (or where the security interest of a
secured party with possession or control has priority over the security interest
of another secured party) and the Agent and each Lender hereby acknowledges that
it holds possession of or otherwise controls any such Collateral for the benefit
of the Agent and the Lenders as secured party. Should the Administrative Agent
or any Lender obtain possession or control of any such Collateral, the
Administrative Agent or such Lender shall notify the Collateral Agent thereof,
and, promptly upon the Collateral Agent's request therefor shall deliver such
Collateral to the Collateral Agent or in accordance with the Collateral Agent's
instructions. In addition, the Collateral Agent shall also have the power and
authority hereunder to appoint such other sub agents as may be necessary or
required under applicable state law or otherwise to perform its duties and
enforce its rights with respect to the collateral and under the Loan Documents.
Each Loan Party by its execution and delivery of this Agreement hereby consents
to the foregoing.

                                   ARTICLE XI.

                                    GUARANTY

                  Section 11.01 Guaranty. Each Guarantor hereby jointly and
severally and unconditionally and irrevocably guarantees the punctual payment
when due, whether at stated maturity, by acceleration or otherwise, of all
Obligations of the Borrowers now or hereafter existing under any Loan Document,
whether for principal, interest (including, without limitation, all interest
that accrues after the commencement of any Insolvency Proceeding of any
Borrower, whether or not a claim for post-filing interest is allowed in such
proceeding), Letter of Credit Obligations, fees, commissions, expense
reimbursements, indemnifications or otherwise (such obligations, to the extent
not paid by or on behalf of the Borrowers, being the "Guaranteed Obligations"),
and agrees to pay any and all reasonable out-of-pocket expenses (including
reasonable counsel fees and expenses) incurred by the Agent, the Lenders and the
L/C Issuer in enforcing any rights under the guaranty set forth in this ARTICLE
XI. 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 the Borrowers to the Agent, the Lenders and the L/C Issuer
under any Loan Document but for the fact that they are

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unenforceable or not allowable due to the existence of an Insolvency Proceeding
involving any Borrower.

                  Section 11.02 Guaranty Absolute. Each Guarantor, jointly and
severally, 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 Agent, the Lenders or the L/C Issuer with
respect thereto. Each Guarantor agrees that this ARTICLE XI constitutes a
guaranty of payment when due and not of collection and waives any right to
require that any resort be made by the Agent or any Lender to any Collateral.
The obligations of each Guarantor under this ARTICLE XI are independent of the
Guaranteed Obligations, and a separate action or actions may be brought and
prosecuted against each Guarantor to enforce such obligations, irrespective of
whether any action is brought against any Loan Party or whether any Loan Party
is joined in any such action or actions. The liability of each Guarantor under
this ARTICLE XI shall be irrevocable, absolute and unconditional irrespective
of, and each Guarantor hereby irrevocably waives any defenses it may now or
hereafter have in any way relating to, any or all of the following:

                  (a)      any lack of validity or enforceability of any Loan
Document or any 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 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
otherwise;

                  (c)      any taking, exchange, release or non-perfection of
any Collateral, or any taking, release or amendment or waiver of or consent to
departure from any other guaranty, for all or any of the Guaranteed Obligations;

                  (d)      the existence of any claim, set-off, defense or other
right that the Guarantors may have at any time against any Person, including,
without limitation, any Agent, any Lender or the L/C Issuer;

                  (e)      any change, restructuring or termination of the
corporate, limited liability company or partnership structure or existence of
any Loan Party; or

                  (f)      any other circumstance (including, without
limitation, any statute of limitations) or any existence of or reliance on any
representation by the Agent, the Lenders or the L/C Issuer that might otherwise
constitute a defense available to, or a discharge of, any Loan Party or any
other guarantor or surety.

This ARTICLE XI 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 Agent, the Lenders, the L/C Issuer or any
other Person upon the insolvency, bankruptcy or reorganization of any Loan Party
or otherwise, all as though such payment had not been made.

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                  Section 11.03 Waiver. Each Guarantor hereby waives (i)
promptness and diligence, (ii) notice of acceptance and any other notice with
respect to any of the Guaranteed Obligations and this ARTICLE XI and any
requirement that the Agent, the Lenders or the L/C Issuer exhaust any right or
take any action against any Loan Party or any other Person or any Collateral
(iii) any right to compel or direct the Agent, any Lender or the L/C Issuer to
seek payment or recovery of any amounts owed under this ARTICLE XI from any one
particular fund or source or to exhaust any right or take any action against any
other Loan Party or any other Person or any Collateral, (iv) any requirement
that the Agent, any Lender or the L/C Issuer protect, secure, perfect or insure
any security interest or Lien on any property subject thereto or exhaust any
right to take any action against any Loan Party or any other Person or any
Collateral, and (v) any other defense available to the Guarantors. The
Guarantors agree that the Agent, the Lenders and the L/C Issuer shall have no
obligation to marshal any assets in favor of the Guarantors or against, or in
payment of, any or all of the Obligations. Each Guarantor acknowledges that it
will receive direct and indirect benefits from the financing arrangements
contemplated herein and that the waiver set forth in this Section 11.03 is
knowingly made in contemplation of such benefits. Each Guarantor hereby waives
any right to revoke this ARTICLE XI, and acknowledges that this ARTICLE XI is
continuing in nature and applies to all Guaranteed Obligations, whether existing
now or in the future.

                  Section 11.04 Continuing Guaranty; Assignments. This ARTICLE
XI is a continuing guaranty and shall (a) remain in full force and effect until
the later of the date on which all of the Guaranteed Obligations and all other
amounts payable under this ARTICLE XI shall have been Paid in Full in cash, (b)
be binding upon each Guarantor, its successors and assigns and (c) inure to the
benefit of and be enforceable by the Agent, the Lenders and the L/C Issuer and
their successors, pledgees, transferees and assigns. Without limiting the
generality of the foregoing clause (c), any Lender may pledge, 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 Commitments,
its Loans and the Letter of Credit Obligations owing to it) to any other Person,
and such other Person shall thereupon become vested with all the benefits in
respect thereof granted to such Lender herein or otherwise, in each case as
provided in Section 12.07.

                  Section 11.05 Subrogation. No Guarantor will exercise any
rights that it may now or hereafter acquire against any Loan Party or any other
guarantor that arise from the existence, payment, performance or enforcement of
such Guarantor's obligations under this ARTICLE XI, including, without
limitation, any right of subrogation, reimbursement, exoneration, contribution
or indemnification and any right to participate in any claim or remedy of the
Agent, the Lenders and the L/C Issuer against any Loan Party or any other
guarantor 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 any Loan Party or any other
guarantor, directly or indirectly, in cash or other property or by set-off or in
any other manner, payment or security solely on account of such claim, remedy or
right, unless and until all of the Guaranteed Obligations and all other amounts
payable under this ARTICLE XI shall have been Paid in Full in cash. If any
amount shall be paid to any Guarantor in violation of the immediately preceding
sentence at any time prior to the later of the date on which all of the
Guaranteed Obligations and all other amounts payable under this ARTICLE XI shall
have been Paid in Full in cash and the Final Maturity Date, such amount shall be
held in trust for the

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benefit of the Agent, the Lenders and the L/C Issuer and shall forthwith be paid
to the Agent, the Lenders and the L/C Issuer to be credited and applied to the
Guaranteed Obligations and all other amounts payable under this ARTICLE XI,
whether matured or unmatured, in accordance with the terms of this Agreement, or
to be held as Collateral for any Guaranteed Obligations or other amounts payable
under this ARTICLE XI thereafter arising. If (i) any Guarantor shall make
payment to the Agent, the Lenders and the L/C Issuer of all or any part of the
Guaranteed Obligations, (ii) all of the Guaranteed Obligations and all other
amounts payable under this ARTICLE XI shall be Paid in Full in cash and (iii)
the Final Maturity Date shall have occurred, the Agent, the Lenders and the L/C
Issuer 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 by subrogation to
such Guarantor of an interest in the Guaranteed Obligations resulting from such
payment by such Guarantor.

                  Section 11.06 Judgment. The specification under the Loan
Documents of Dollars and payment in New York City is of the essence. Each Loan
Party's obligations hereunder and under the other Loan Documents to make
payments in Dollars (the "Obligation Currency") shall not be discharged or
satisfied by any tender or recovery pursuant to any judgment expressed in or
converted into any currency other than the Obligation Currency, except to the
extent that such tender or recovery results in the effective receipt by the
Agent, the Lenders or the L/C Issuer of the full amount of the Obligation
Currency expressed to be payable to the Agent, the Lenders or the L/C Issuer
under this Agreement or the other Loan Documents. If, for the purpose of
obtaining or enforcing judgment in any court, it is necessary to convert into or
from any currency other than the Obligation Currency (such other currency being
hereinafter referred to as the "Judgment Currency") an amount due in the
Obligation Currency, the rate of exchange used shall be that at which the Agent,
the Lenders or the L/C Issuer could, in accordance with normal banking
procedures, purchase Dollars with the Other Currency on the Business Day
preceding that on which final judgment is given. The obligation of a Loan Party
in respect of any such sum due from it to the Agent, the Lenders or the L/C
Issuer hereunder shall, notwithstanding any judgment in such Other Currency, be
discharged only to the extent that, on the Business Day immediately following
the date on which the Agent, the Lenders or the L/C Issuer receives any sum
adjudged to be so due in the Other Currency, the Agent, the Lenders or the L/C
Issuer may, in accordance with normal banking procedures, purchase Dollars with
the Other Currency. If the Dollars so purchased are less than the sum originally
due to the Agent, the Lenders or the L/C Issuer in Dollars, such Loan Party
agrees, as a separate obligation and notwithstanding any such judgment, to
indemnify the Agent, the Lenders or the L/C Issuer against such loss, and if the
Dollars so purchased exceed the sum originally due to the Agent, the Lenders or
the L/C Issuer in Dollars, the Agent, the Lenders or the L/C Issuer agrees to
remit to such Loan Party such excess.

                  Section 11.07 Subordination and Intercreditor Agreement. Each
of the Loan Parties hereby acknowledges that it is familiar with the terms of
such Subordination and Intercreditor Agreement, and agrees to make payments in
accordance with, and otherwise be bound by, the terms thereof as though such
Guarantor were a direct signatory thereto.

                                  ARTICLE XII.

                                 MISCELLANEOUS

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                  Section 12.01 Notices, Etc. All notices and other
communications provided for hereunder shall be in writing and shall be mailed,
telecopied or delivered:

                  if to any Loan Party, at the following address:

                  Milacron Inc.
                  2090 Florence Avenue
                  Cincinnati, Ohio 45206
                  Attention: John Francy
                  Telephone:  513-487-5912
                  Telecopier: 513-487-5586

                           with a copy to:

                  Cravath, Swaine & Moore LLP
                  825 Eighth Avenue
                  New York, New York  10019
                  Attention: Paul Michalski, Esq.
                  Telephone:  212-474-1000
                  Telecopier: 212-474-3700

                  if to CSFB, to it at the following address:

                  Credit Suisse First Boston
                  One Madison Avenue, 2nd floor
                  New York, NY 10010
                  Attention: Agency Administration
                  Telecopier: 212-325-8321

                           with a copy to:

                  Latham & Watkins LLP
                  5800 Sears Tower
                  Chicago, IL 60606
                  Telephone:  312-876-7618
                  Telecopier: 312-993-9767
                  Attention: Nancy L. Schimmel, Esq.

or, as to each party, at such other address as shall be designated by such party
in a written notice to the other parties complying as to delivery with the terms
of this Section 12.01. All such notices and other communications shall be
effective, (i) if mailed, when received or three days after deposited in the
mails, whichever occurs first, (ii) if telecopied, when transmitted and
confirmation is received, or (iii) if delivered, upon delivery, except that
notices to the Agent or the L/C Issuer pursuant to ARTICLE II and ARTICLE III
shall not be effective until received by the Agent or the L/C Issuer, as the
case may be.

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                  Section 12.02 Amendments, Etc. No amendment or waiver of any
provision of this Agreement, and no consent to any departure by any Loan Party
therefrom, shall in any event be effective unless the same shall be in writing
and signed by the Required Lenders or by the Agent with the consent of the
Required Lenders, and then such waiver or consent shall be effective only in the
specific instance and for the specific purpose for which given, provided,
however, that no amendment, waiver or consent shall (i) increase the Revolving A
Credit Commitment or the B-Commitment of any Lender, reduce the principal of, or
interest on, the Loans payable to any Lender, reduce the amount of any fee
payable for the account of any Lender, or postpone or extend the Final Maturity
Date or any date fixed for any payment of principal of, or interest or fees on,
the Loans or Letter of Credit Obligations payable to any Lender, in each case
without the written consent of each Lender, (ii) increase the Total Revolving A
Credit Commitment or Total B-Commitment without the written consent of each
Lender, (iii) change the percentage of the Commitments or of the aggregate
unpaid principal amount of the Loans that is required for the Lenders or any of
them to take any action hereunder without the written consent of each Lender,
(iv) amend the definition of "Required A Lenders", "Required B Lenders",
Required Lenders" or "Pro Rata Share" without the written consent of each
Lender, (v) release all or a substantial portion of the Collateral (except as
otherwise provided in this Agreement and the other Loan Documents), subordinate
any Lien granted in favor of the Collateral Agent for the benefit of the Agent
and the Lenders, or release any Borrower or any Guarantor without the written
consent of each Lender, (vi) amend, modify or waive Section 4.04 or this Section
12.02 of this Agreement without the written consent of each Lender, or (vii)
amend the definition of "Book Value", "Borrowing Base", "Eligible Accounts",
"Eligible Inventory", "Inventory Category", "Net Amount of Eligible Accounts",
"Net Liquidation Percentage", "Net Liquidation Value", "Reserves" or "Total
Commitment", without the written consent of each Lender. Notwithstanding the
foregoing, no amendment, waiver or consent shall, unless in writing and signed
by the Agent, affect the rights or duties of the Agent (but not in its capacity
as a Lender) under this Agreement or the other Loan Documents.

                  Section 12.03 No Waiver; Remedies, Etc. No failure on the part
of the Agent or any Lender to exercise, and no delay in exercising, any right
hereunder or under any other Loan Document shall operate as a waiver thereof;
nor shall any single or partial exercise of any right under any Loan Document
preclude any other or further exercise thereof or the exercise of any other
right. The rights and remedies of the Agent and the Lenders provided herein and
in the other Loan Documents are cumulative and are in addition to, and not
exclusive of, any rights or remedies provided by law. The rights of the Agent
and the Lenders under any Loan Document against any party thereto are not
conditional or contingent on any attempt by the Agent and the Lenders to
exercise any of their rights under any other Loan Document against such party or
against any other Person.

                  Section 12.04 Expenses; Taxes; Attorneys' Fees. The Borrowers
will pay on demand, all reasonable out-of-pocket costs and expenses incurred by
or on behalf of the Agent (and, in the case of clauses (b) through (j) below,
each Lender), regardless of whether the transactions contemplated hereby are
consummated, including, without limitation, reasonable fees, costs, client
charges and expenses of counsel for the Agent (and, in the case of clauses (b)
through (j) below, each Lender), accounting, due diligence, periodic field
audits, physical counts, valuations, investigations, searches and filings,
monitoring of assets, appraisals of Collateral, title searches and reviewing
environmental assessments, miscellaneous disbursements, examination,

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travel, lodging and meals, arising from or relating to: (a) the negotiation,
preparation, execution, delivery, performance and administration of this
Agreement and the other Loan Documents (including, without limitation, the
preparation of any additional Loan Documents pursuant to Section 7.01(b) or the
review of any of the agreements, instruments and documents referred to in
Section 7.01(f)), (b) any requested amendments, waivers or consents to this
Agreement or the other Loan Documents whether or not such documents become
effective or are given, (c) the preservation and protection of any of the
Agent's or the Lenders' rights under this Agreement or the other Loan Documents,
(d) the defense of any claim or action asserted or brought against any Agent or
any Lender by any Person that arises from or relates to this Agreement, any
other Loan Document, the Agent's or the Lenders' claims against any Loan Party,
or any and all matters in connection therewith to the extent not otherwise
provided in Section 12.15, (e) the commencement or defense of, or intervention
or participation in, any court or judicial proceeding arising from or related to
this Agreement or any other Loan Document, including, without limitation, in
connection with any Insolvency Proceeding related to any Loan Party or the
Collateral, including in any adversary proceeding or contested matter commenced
or continued by, on behalf of, or against any Loan Party or its estate, and any
appeal or review thereof, (f) the filing of any petition, complaint, answer,
motion or other pleading by any Agent or any Lender, or the taking of any action
in respect of the Collateral or other security, in connection with this
Agreement or any other Loan Document, (g) the protection, collection, lease,
sale, taking possession of or liquidation of, any Collateral or other security
in connection with this Agreement or any other Loan Document, (h) any attempt to
enforce any Lien or security interest in any Collateral or other security in
connection with this Agreement or any other Loan Document, (i) any attempt to
collect from any Loan Party, or (j) the receipt by the Agent or any Lender of
any advice from professionals with respect to any of the foregoing. Without
limitation of the foregoing or any other provision of any Loan Document: (x) the
Borrowers agree to pay all stamp, document, transfer, recording or filing taxes
or fees and similar impositions now or hereafter determined by the Agent or any
Lender to be payable in connection with this Agreement or any other Loan
Document, and the Borrowers agree to save the Agent and each Lender harmless
from and against any and all present or future claims, liabilities or losses
with respect to or resulting from any omission to pay or delay in paying any
such taxes, fees or impositions, (y) the Borrowers agree to pay all broker fees
that may become due in connection with the transactions contemplated by this
Agreement and the other Loan Documents, of which, on the Effective Date, there
are none, and (z) if the Borrowers fail to perform any covenant or agreement
contained herein or in any other Loan Document, the Agent may itself perform or
cause performance of such covenant or agreement in accordance with the terms of
this Agreement or any other Loan Document, and the expenses of the Agent
incurred in connection therewith shall be reimbursed on demand by the Borrowers.

                  Section 12.05 Right of Set-off. Upon the occurrence and during
the continuance of any Event of Default, the Agent or any Lender may, and is
hereby authorized to, at any time and from time to time, without notice to any
Loan Party (any such notice being expressly waived by the Loan Parties) and to
the fullest extent permitted by law, set off and 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 the Agent or such Lender to or for the
credit or the account of any Loan Party against any and all obligations of the
Loan Parties either now or hereafter existing under any Loan Document,
irrespective of whether or not the Agent or such Lender shall have made any
demand hereunder or thereunder and although such obligations may be

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contingent or unmatured. The Agent and each Lender agrees to notify such Loan
Party promptly after any such set-off and application made by the Agent or such
Lender, provided that the failure to give such notice shall not affect the
validity of such set-off and application. The rights of the Agent and the
Lenders under this Section 12.05 are in addition to the other rights and
remedies (including, without limitation, other rights of set-off) which the
Agent and the Lenders may have under this Agreement or any other Loan Documents
in law or otherwise.

                  Section 12.06 Severability. Any provision of this Agreement
which is prohibited or unenforceable in any jurisdiction shall, as to such
jurisdiction, be ineffective to the extent of such prohibition or
unenforceability without invalidating the remaining portions hereof or affecting
the validity or enforceability of such provision in any other jurisdiction.

                  Section 12.07 Assignments and Participations.

                  (a)      This Agreement and the other Loan Documents shall be
binding upon and inure to the benefit of each Loan Party and the Agent and each
Lender and their respective successors and assigns; provided, however, that none
of the Loan Parties may assign or transfer any of its rights hereunder without
the prior written consent of each Lender and any such assignment without the
Lenders' prior written consent shall be null and void.

                  (b)      Subject to the conditions set forth in paragraph
(c)(ii) below, any Lender may assign to one or more assignees all or a portion
of its rights and obligations under this Agreement (including all or a portion
of its Commitments, Letter of Credit Obligations and the Loans at the time owing
to it), with the prior written consent (such consent not to be unreasonably
withheld) of the Administrative Agent, and in the case of an assignment of all
or a portion of a Revolving A-Commitment or any Lender's obligations in respect
of Letter of Credit Accommodations, the L/C Issuer.

                  (c)      Assignments shall be subject to the following
conditions:

                           (i)      except in the case of an assignment to a
Lender, an Affiliate of a Lender or an Approved Fund or an assignment of the
entire remaining amount of the assigning Revolving A Lender's Revolving
A-Commitment, the amount of the Revolving A-Commitment of the assigning Lender
subject to each such assignment (determined as of the date the Assignment and
Acceptance with respect to such assignment is delivered to the Administrative
Agent) shall not be less than $1,000,000 unless the Administrative Agent
otherwise consent;

                           (ii)     each partial assignment shall be made as an
assignment of a proportionate part of all the assigning Lender's rights and
obligations under this Agreement, provided that this clause shall not be
construed to prohibit assignment of a proportionate part of all the assigning
Lender's rights and obligations in respect of either (A) its Revolving
A-Commitment, Revolving A Loans and Letter of Credit Obligations, or (B) its
B-Loan;

                           (iii)    the parties to each assignment shall (1)
electronically execute and deliver to the Administrative Agent an Assignment and
Acceptance via an electronic settlement system acceptable to the Administrative
Agent or (2) manually execute and deliver to the Administrative Agent an
Assignment and Acceptance, together with a processing and

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recordation fee of $5,000; provided that only one such fee shall be payable in
connection with simultaneous assignments to or by two or more Approved Funds;

                           (iv)     the assignee, if it shall not already be a
Lender, shall deliver to the Administrative Agent a completed administrative
questionnaire and appropriate tax forms, if applicable; and

                           (v)      except in the case of an assignment to a
Lender, an Affiliate of a Lender or an Approved Fund, each assignment shall be
subject to the prior written consent of the Administrative Borrower (such
consent not to be unreasonably withheld) except if an Event of Default has
occurred and is continuing.

                  (d)      Subject to acceptance and recording thereof pursuant
to paragraph (b)(iv) of this Section, from and after the effective date
specified in each Assignment and Acceptance the assignee thereunder shall be a
party hereto and, to the extent of the interest assigned by such Assignment and
Acceptance, have the rights and obligations of a Lender under this Agreement,
and the assigning Lender thereunder shall, to the extent of the interest
assigned by such Assignment and Assumption, be released from its obligations
under this Agreement (and, in the case of an Assignment and Assumption covering
all of the assigning Lender's rights and obligations under this Agreement, such
Lender shall cease to be a party hereto but shall continue to be entitled to the
benefits of Sections 2.10, 12.14 and 12.15). Any assignment or transfer by a
Lender of rights or obligations under this Agreement that does not comply with
this Section 12.07 shall be treated for purposes of this Agreement as a sale by
such Lender of a participation in such rights and obligations in accordance with
paragraph (g) of this Section.

                  (e)      The Administrative Agent, acting for this purpose as
an agent of the Borrowers, shall maintain at one of its offices a copy of each
Assignment and Acceptance delivered to it and a register for the recordation of
the names and addresses of the Lenders, and the Commitment(s) of, and principal
amount of the Loans and Letter of Credit Obligations owing to, each Lender
pursuant to the terms hereof from time to time (the "Register"). The entries in
the Register shall be conclusive in the absence of clearly demonstrable error,
and the Borrowers, the Administrative Agent, the L/C Issuer and the Lenders may
treat each Person whose name is recorded in the Register pursuant to the terms
hereof as a Lender hereunder for all purposes of this Agreement, notwithstanding
notice to the contrary. The Register shall be available for inspection by the
Borrowers, the L/C Issuer and any Lender, at any reasonable time and from time
to time upon reasonable prior notice.

                  (f)      Upon its receipt of a duly completed Assignment and
Acceptance executed by an assigning Lender and an assignee, the assignee's
completed administrative questionnaire (unless the assignee shall already be a
Lender hereunder), the processing and recordation fee referred to in paragraph
(c)(iii) of this Section and any written consent to such assignment required by
paragraph (b) of this Section, the Administrative Agent shall accept such
Assignment and Assumption and record the information contained therein in the
Register. No assignment shall be effective for purposes of this Agreement unless
it has been recorded in the Register as provided in this paragraph. Any foreign
Person who purchases or is assigned or participates in any portion of such
Registered Loan shall comply with Section 2.08(d).

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                  (g)      Each Lender may sell participations to one or more
banks or other entities in or to all or a portion of its rights and obligations
under this Agreement and the other Loan Documents (including, without
limitation, all or a portion of its Commitments, the Loans made by it and its
Pro Rata Share of the Letter of Credit Obligations); provided, that (i) such
Lender's obligations under this Agreement (including without limitation, its
Commitments hereunder) and the other Loan Documents shall remain unchanged; (ii)
such Lender shall remain solely responsible to the other parties hereto for the
performance of such obligations, and the Borrowers, the Agent and the other
Lenders shall continue to deal solely and directly with such Lender in
connection with such Lender's rights and obligations under this Agreement and
the other Loan Documents; and (iii) a participant shall not be entitled to
require such Lender to take or omit to take any action hereunder except (A)
action directly effecting an extension of the maturity dates or decrease in the
principal amount of the Loans or Letter of Credit Obligations, (B) action
directly effecting an extension of the due dates or a decrease in the rate of
interest payable on the Loans or the fees payable under this Agreement, or (C)
actions directly effecting a release of all or a substantial portion of the
Collateral or any Loan Party (except as set forth in Section 10.08 of this
Agreement or any other Loan Document). The Loan Parties agree that each
participant shall be entitled to the benefits of Section 2.08 and Section 4.05
of this Agreement with respect to its participation in any portion of the
Commitments and the Loans as if it were a Lender, but shall not be entitled to
receive any greater payments under Section 2.08 than the applicable Lender would
have been entitled to receive with respect to the participation sold to such
participant, unless the sale of the participation is made with the
Administrative Borrower's written consent.

                  Section 12.08 Counterparts. This Agreement 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, but all of which
taken together shall constitute one and the same agreement. Delivery of an
executed counterpart of this Agreement by telecopier shall be equally as
effective as delivery of an original executed counterpart of this Agreement. Any
party delivering an executed counterpart of this Agreement by telecopier also
shall deliver an original executed counterpart of this Agreement but the failure
to deliver an original executed counterpart shall not affect the validity,
enforceability, and binding effect of this Agreement. The foregoing shall apply
to each other Loan Document mutatis mutandis.

                  Section 12.09 GOVERNING LAW. THIS AGREEMENT AND THE OTHER LOAN
DOCUMENTS (UNLESS EXPRESSLY PROVIDED TO THE CONTRARY IN ANOTHER LOAN DOCUMENT IN
RESPECT OF SUCH OTHER LOAN DOCUMENT) SHALL BE GOVERNED BY, AND CONSTRUED IN
ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK APPLICABLE TO CONTRACTS MADE
AND TO BE PERFORMED IN THE STATE OF NEW YORK.

                  Section 12.10 CONSENT TO JURISDICTION; SERVICE OF PROCESS AND
VENUE. ANY LEGAL ACTION OR PROCEEDING WITH RESPECT TO THIS AGREEMENT OR ANY
OTHER LOAN DOCUMENT MAY BE BROUGHT IN THE COURTS OF THE STATE OF NEW YORK IN THE
COUNTY OF NEW YORK OR OF THE UNITED STATES DISTRICT COURT FOR THE SOUTHERN
DISTRICT OF NEW YORK, AND, BY EXECUTION AND DELIVERY OF THIS AGREEMENT, EACH
LOAN PARTY HEREBY IRREVOCABLY ACCEPTS IN RESPECT OF ITS PROPERTY, GENERALLY

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AND UNCONDITIONALLY, THE JURISDICTION OF THE AFORESAID COURTS. EACH LOAN PARTY
HEREBY IRREVOCABLY APPOINTS CT CORPORATION SYSTEM, LOCATED AT 111 EIGHTH AVENUE,
NEW YORK, NEW YORK 10011 AS ITS AGENT FOR SERVICE OF PROCESS IN RESPECT OF ANY
SUCH ACTION OR PROCEEDING AND FURTHER IRREVOCABLY CONSENTS TO THE SERVICE OF
PROCESS OUT OF ANY OF THE AFOREMENTIONED COURTS AND IN ANY SUCH ACTION OR
PROCEEDING BY THE MAILING OF COPIES THEREOF BY REGISTERED OR CERTIFIED MAIL,
POSTAGE PREPAID, TO THE ADMINISTRATIVE BORROWER AT ITS ADDRESS FOR NOTICES AS
SET FORTH IN Section 12.01 AND TO CT CORPORATION SYSTEM, SUCH SERVICE TO BECOME
EFFECTIVE TEN (10) DAYS AFTER SUCH MAILING. NOTHING HEREIN SHALL AFFECT THE
RIGHT OF THE AGENT AND THE LENDERS TO SERVICE OF PROCESS IN ANY OTHER MANNER
PERMITTED BY LAW OR TO COMMENCE LEGAL PROCEEDINGS OR OTHERWISE PROCEED AGAINST
ANY LOAN PARTY IN ANY OTHER JURISDICTION. EACH LOAN PARTY HEREBY EXPRESSLY AND
IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY LAW, ANY OBJECTION WHICH
IT MAY NOW OR HEREAFTER HAVE TO THE JURISDICTION OR LAYING OF VENUE OF ANY SUCH
LITIGATION BROUGHT IN ANY SUCH COURT REFERRED TO ABOVE AND ANY CLAIM THAT ANY
SUCH LITIGATION HAS BEEN BROUGHT IN AN INCONVENIENT FORUM. TO THE EXTENT THAT
ANY LOAN PARTY HAS OR HEREAFTER MAY ACQUIRE ANY IMMUNITY FROM JURISDICTION OF
ANY COURT OR FROM ANY LEGAL PROCESS (WHETHER THROUGH SERVICE OR NOTICE,
ATTACHMENT PRIOR TO JUDGMENT, ATTACHMENT IN AID OF EXECUTION OR OTHERWISE) WITH
RESPECT TO ITSELF OR ITS PROPERTY, EACH LOAN PARTY HEREBY IRREVOCABLY WAIVES
SUCH IMMUNITY IN RESPECT OF ITS OBLIGATIONS UNDER THIS AGREEMENT AND THE OTHER
LOAN DOCUMENTS.

                  Section 12.11 WAIVER OF JURY TRIAL, ETC. EACH LOAN PARTY, EACH
AGENT AND EACH LENDER HEREBY WAIVES ANY RIGHT TO A TRIAL BY JURY IN ANY ACTION,
PROCEEDING OR COUNTERCLAIM CONCERNING ANY RIGHTS UNDER THIS AGREEMENT OR THE
OTHER LOAN DOCUMENTS, OR UNDER ANY AMENDMENT, WAIVER, CONSENT, INSTRUMENT,
DOCUMENT OR OTHER AGREEMENT DELIVERED OR WHICH IN THE FUTURE MAY BE DELIVERED IN
CONNECTION THEREWITH, OR ARISING FROM ANY FINANCING RELATIONSHIP EXISTING IN
CONNECTION WITH THIS AGREEMENT, AND AGREES THAT ANY SUCH ACTION, PROCEEDINGS OR
COUNTERCLAIM SHALL BE TRIED BEFORE A COURT AND NOT BEFORE A JURY. EACH LOAN
PARTY CERTIFIES THAT NO OFFICER, REPRESENTATIVE, AGENT OR ATTORNEY OF ANY AGENT
OR ANY LENDER HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT ANY AGENT OR ANY
LENDER WOULD NOT, IN THE EVENT OF ANY ACTION, PROCEEDING OR COUNTERCLAIM, SEEK
TO ENFORCE THE FOREGOING WAIVERS. EACH LOAN PARTY HEREBY ACKNOWLEDGES THAT THIS
PROVISION IS A MATERIAL INDUCEMENT FOR THE AGENT AND THE LENDERS ENTERING INTO
THIS AGREEMENT.

                  Section 12.12 Consent by the Agent and Lenders. Except as
otherwise expressly set forth herein to the contrary, if the consent, approval,
satisfaction, determination, judgment,

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acceptance or similar action (an "Action") of the Agent or any Lender shall be
permitted or required pursuant to any provision hereof or any provision of any
other agreement to which any Loan Party is a party and to which the Agent or any
Lender has succeeded thereto, such Action shall be required to be in writing and
may be withheld or denied by the Agent or such Lender, in its sole discretion,
with or without any reason, and without being subject to question or challenge
on the grounds that such Action was not taken in good faith.

                  Section 12.13 No Party Deemed Drafter. Each of the parties
hereto agrees that no party hereto shall be deemed to be the drafter of this
Agreement.

                  Section 12.14 Reinstatement; Certain Payments. If any claim is
ever made upon the Agent, any Lender or the L/C Issuer for repayment or recovery
of any amount or amounts received by the Agent, such Lender or the L/C Issuer in
payment or on account of any of the Obligations, the Agent, such Lender or the
L/C Issuer shall give prompt notice of such claim to each other Lender and the
Administrative Borrower, and if the Agent, such Lender or the L/C Issuer repays
all or part of such amount by reason of (i) any judgment, decree or order of any
court or administrative body having jurisdiction over the Agent, such Lender or
the L/C Issuer or any of its property, or (ii) any good faith settlement or
compromise of any such claim effected by the Agent, such Lender or the L/C
Issuer with any such claimant, then and in such event each Loan Party agrees
that (A) any such judgment, decree, order, settlement or compromise shall be
binding upon it notwithstanding the cancellation of any Indebtedness hereunder
or under the other Loan Documents or the termination of this Agreement or the
other Loan Documents, and (B) it shall be and remain liable to the Agent, such
Lender or the L/C Issuer hereunder for the amount so repaid or recovered to the
same extent as if such amount had never originally been received by the Agent,
such Lender or the L/C Issuer.

                  Section 12.15 Indemnification.

                  (a)      The Loan Parties agree, jointly and severally, to pay
all reasonable out-of-pocket expenses incurred by the Agent and the L/C Issuer,
including the reasonable fees, charges and disbursements of Latham & Watkins
LLP, counsel for the Agent, in connection with the syndication of the credit
facilities provided for herein and the preparation and administration of this
Agreement and the other Loan Documents or in connection with any amendments,
modifications or waivers of the provisions hereof or thereof (whether or not the
transactions hereby or thereby contemplated shall be consummated); provided that
the Loan Parties shall not be responsible for the reasonable fees, charges and
disbursements of more than one separate law firm (in addition to Dutch counsel,
local counsel or other special counsel, including special workout counsel)
pursuant to its obligations under this sentence only. The Loan Parties also
agree, jointly and severally, to pay all reasonable out-of-pocket expenses
incurred by the Agent, the L/C Issuer or any Lender in connection with the
enforcement or protection of its rights in connection with this Agreement and
the other Loan Documents or in connection with the Loans made or Letters of
Credit Accommodations issued hereunder, including the reasonable fees, charges
and disbursements of Latham & Watkins LLP, counsel for the Agent, and, in
connection with any such enforcement or protection, the reasonable fees, charges
and disbursements of any other counsel (including special workout counsel) for
the Agent, the L/C Issuer or any Lender.

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                  (b)      The Borrowers agree, jointly and severally, to
indemnify the Agent, each Lender, the L/C Issuer and each Related Party of any
of the foregoing Persons (each such Person being called an "Indemnitee")
against, and to hold each Indemnitee harmless from, any and all losses, claims,
damages, liabilities and related reasonable out-of-pocket expenses, including
reasonable counsel fees, charges and disbursements, incurred by or asserted
against any Indemnitee arising out of, in any way connected with, or as a result
of (i) the execution or delivery of this Agreement or any other Loan Document or
any agreement or instrument contemplated thereby, the performance by the parties
thereto of their respective obligations thereunder or the consummation of the
Transactions and the other transactions contemplated thereby, (ii) the use of
the proceeds of the Loans or issuance of Letter of Credit Accommodations, and
(iii) any claim, litigation, investigation or proceeding relating to any of the
foregoing, whether or not any Indemnitee is a party thereto; provided that such
indemnity shall not, as to any Indemnitee, be available to the extent that such
losses, claims, damages, liabilities or related expenses are determined by a
court of competent jurisdiction by final and nonappealable judgment to have
resulted from the gross negligence or willful misconduct of such Indemnitee.

                  (c)      To the extent permitted by applicable law, no Loan
Party shall assert, and each hereby waives, any claim against any Indemnitee, on
any theory of liability, for special, indirect, consequential or punitive
damages (as opposed to direct or actual damages) arising out of, in connection
with, or as a result of, this Agreement or any agreement or instrument
contemplated hereby, any Loan or Letter of Credit Accommodation or the use of
the proceeds thereof.

                  (d)      Without limiting any other subsection of this Section
12.15, each Loan Party agrees to, jointly and severally, defend, indemnify, and
hold harmless the Agent, each Lender, the L/C Issuer and each Related Party of
any of the foregoing Persons (each such Person being called an "Indemnitee")
against any and all Environmental Liabilities and Costs and all other claims,
demands, penalties, fines, liability (including strict liability), losses,
damages, costs and expenses (including without limitation, reasonable legal fees
and expenses, consultant fees and laboratory fees), arising out of (i) any
Releases or threatened Releases (x) at any property presently or formerly owned
or operated by any Loan Party or any Subsidiary of any Loan Party, or any
predecessor in interest, or (y) of any Hazardous Materials Handled by any Loan
Party or any Subsidiary of any Loan Party, or any predecessor in interest; (ii)
any violations of Environmental Laws relating to any Loan Party or any
Subsidiary of any Loan Party or for which any Loan Party or any Subsidiary of
any Loan Party may legally be held liable; (iii) any Environmental Action
relating to any Loan Party or any Subsidiary of any Loan Party, or any
predecessor in interest; (iv) any personal injury (including wrongful death) or
property damage (real or personal) arising out of exposure to Hazardous
Materials Handled by any Loan Party or any Subsidiary of any Loan Party, or any
predecessor in interest; and (v) any breach of any warranty or representation
regarding environmental matters made by the Loan Parties in Section 6.01(r) or
the breach of any covenant made by the Loan Parties in Section 7.01(j).
Notwithstanding the foregoing, the Loan Parties shall not have any obligation to
any Indemnitee under this subsection (b) regarding any potential environmental
matter covered hereunder which is caused by the gross negligence or willful
misconduct of such Indemnitee, as determined by a final judgment of a court of
competent jurisdiction.

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                  (e)      The provisions of this Section 12.15 shall remain
operative and in full force and effect regardless of the expiration of the term
of this Agreement, the consummation of the transactions contemplated hereby, the
repayment of any of the Loans, the expiration of the Revolving A Credit
Commitments, the B-Commitments, the expiration of any Letter of Credit
Accommodation, the invalidity or unenforceability of any term or provision of
this Agreement or any other Loan Document, or any investigation made by or on
behalf of the Agent, any Lender or the L/C Issuer. All amounts due under this
Section 12.15 shall be payable on written demand therefor.

                  (f)      The indemnification for all of the foregoing losses,
damages, fees, costs and expenses of the Indemnitees are chargeable against the
Loan Account. To the extent that the undertaking to indemnify, pay and hold
harmless set forth in this Section 12.15 may be unenforceable because it is
violative of any law or public policy, each Loan Party shall, jointly and
severally, contribute the maximum portion which it is permitted to pay and
satisfy under applicable law, to the payment and satisfaction of all Indemnified
Matters incurred by the Indemnitees.

                  Section 12.16 Parent as Agent for Borrowers. Each Borrower
hereby irrevocably appoints the Parent as the borrowing agent and
attorney-in-fact for the Borrowers (the "Administrative Borrower") which
appointment shall remain in full force and effect unless and until the Agent
shall have received prior written notice signed by all of the Borrowers that
such appointment has been revoked and that another Borrower has been appointed
Administrative Borrower. Each Borrower hereby irrevocably appoints and
authorizes the Administrative Borrower (i) to provide to the Agent and receive
from the Agent all notices with respect to Loans obtained for the benefit of any
Borrower and all other notices and instructions under the Loan Documents and
(ii) to take such action as the Administrative Borrower deems appropriate on its
behalf to obtain Loans and to exercise such other powers as are reasonably
incidental thereto to carry out the purposes of this Agreement. It is understood
that the handling of the Loan Account and Collateral of the Borrowers in a
combined fashion, as more fully set forth herein, is done solely as an
accommodation to the Borrowers in order to utilize the collective borrowing
powers of the Borrowers in the most efficient and economical manner and at their
request, and that neither the Agent nor the Lenders shall incur liability to the
Borrowers as a result hereof. Each of the Borrowers expects to derive benefit,
directly or indirectly, from the handling of the Loan Account and the Collateral
in a combined fashion since the successful operation of each Borrower is
dependent on the continued successful performance of the integrated group. To
induce the Agent and the Lenders to do so, and in consideration thereof, each of
the Borrowers hereby jointly and severally agrees to indemnify the Indemnitees
and hold the Indemnitees harmless against any and all liability, expense, loss
or claim of damage or injury, made against such Indemnitee by any of the
Borrowers or by any third party whosoever, arising from or incurred by reason of
(a) the handling of the Loan Account and Collateral of the Borrowers as herein
provided, (b) the Agent and the Lenders relying on any instructions of the
Administrative Borrower, or (c) any other action taken by the Agent or any
Lender hereunder or under the other Loan Documents.

                  Section 12.17 Records. The unpaid principal of and interest on
the Loans, the interest rate or rates applicable to such unpaid principal and
interest, the duration of such applicability, the Commitments, and the accrued
and unpaid fees (including, without limitation,

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the Unused Line Fee and Letter of Credit Fee) payable pursuant to the terms
hereof, shall at all times be ascertained from the records of the Agent, which
shall be conclusive and binding absent manifest error.

                  Section 12.18 Binding Effect. This Agreement shall become
effective when it shall have been executed by each Loan Party, the Agent and
each Lender and when the conditions precedent set forth in Section 5.01 hereof
have been satisfied or waived in writing by the Agent, and thereafter shall be
binding upon and inure to the benefit of each Loan Party, the Agent and each
Lender, and their respective successors and assigns, except that the Loan
Parties shall not have the right to assign their rights hereunder or any
interest herein without the prior written consent of each Lender, and any
assignment by any Lender shall be governed by Section 12.07 hereof.

                  Section 12.19 Interest. It is the intention of the parties
hereto that the Agent and each Lender shall conform strictly to usury laws
applicable to it. Accordingly, if the transactions contemplated hereby or by any
other Loan Document would be usurious as to the Agent or any Lender under laws
applicable to it (including the laws of the United States of America and the
State of New York or any other jurisdiction whose laws may be mandatorily
applicable to the Agent or such Lender notwithstanding the other provisions of
this Agreement), then, in that event, notwithstanding anything to the contrary
in this Agreement or any other Loan Document or any agreement entered into in
connection with or as security for the Obligations, it is agreed as follows: (i)
the aggregate of all consideration which constitutes interest under law
applicable to the Agent or any Lender that is contracted for, taken, reserved,
charged or received by the Agent or such Lender under this Agreement or any
other Loan Document or agreements or otherwise in connection with the
Obligations shall under no circumstances exceed the maximum amount allowed by
such applicable law, any excess shall be canceled automatically and if
theretofore paid shall be credited by the Agent or such Lender on the principal
amount of the Obligations (or, to the extent that the principal amount of the
Obligations shall have been or would thereby be Paid in Full, refunded by the
Agent or such Lender, as applicable, to the Borrowers); and (ii) in the event
that the maturity of the Obligations is accelerated by reason of any Event of
Default under this Agreement or otherwise, or in the event of any required or
permitted prepayment, then such consideration that constitutes interest under
law applicable to the Agent or any Lender may never include more than the
maximum amount allowed by such applicable law, and excess interest, if any,
provided for in this Agreement or otherwise shall be canceled automatically by
the Agent or such Lender, as applicable, as of the date of such acceleration or
prepayment and, if theretofore paid, shall be credited by the Agent or such
Lender, as applicable, on the principal amount of the Obligations (or, to the
extent that the principal amount of the Obligations shall have been or would
thereby be Paid in Full, refunded by the Agent or such Lender to the Borrowers).
All sums paid or agreed to be paid to the Agent or any Lender for the use,
forbearance or detention of sums due hereunder shall, to the extent permitted by
law applicable to the Agent or such Lender, be amortized, prorated, allocated
and spread throughout the full term of the Loans until payment in full so that
the rate or amount of interest on account of any Loans hereunder does not exceed
the maximum amount allowed by such applicable law. If at any time and from time
to time (x) the amount of interest payable to the Agent or any Lender on any
date shall be computed at the Highest Lawful Rate applicable to the Agent or
such Lender pursuant to this Section 12.19 and (y) in respect of any subsequent
interest computation period the amount of interest otherwise payable to the
Agent or such Lender would be less than the

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amount of interest payable to the Agent or such Lender computed at the Highest
Lawful Rate applicable to the Agent or such Lender, then the amount of interest
payable to the Agent or such Lender in respect of such subsequent interest
computation period shall continue to be computed at the Highest Lawful Rate
applicable to the Agent or such Lender until the total amount of interest
payable to the Agent or such Lender shall equal the total amount of interest
which would have been payable to the Agent or such Lender if the total amount of
interest had been computed without giving effect to this Section 12.19.

                  For purposes of this Section 12.19, the term "applicable law"
shall mean that law in effect from time to time and applicable to the loan
transaction between the Borrowers, on the one hand, and the Agent and the
Lenders, on the other, that lawfully permits the charging and collection of the
highest permissible, lawful non-usurious rate of interest on such loan
transaction and this Agreement, including laws of the State of New York and, to
the extent controlling, laws of the United States of America.

                  The right to accelerate the maturity of the Obligations does
not include the right to accelerate any interest that has not accrued as of the
date of acceleration.

                  Section 12.20 Confidentiality. The Agent and each Lender
agrees (on behalf of itself and each of its affiliates, directors, officers,
employees and representatives) to use reasonable precautions to keep
confidential, in accordance with its customary procedures for handling
confidential information of this nature and in accordance with safe and sound
practices of comparable commercial finance companies, any non-public information
supplied to it by the Loan Parties pursuant to this Agreement or the other Loan
Documents which, in the case of information provided after the Effective Date,
is identified in writing by the Loan Parties as being confidential at the time
the same is delivered to such Person (and which at the time is not, and does not
thereafter become, publicly available or available to such Person from another
source not known to be subject to a confidentiality obligation to such Person
not to disclose such information), provided that nothing herein shall limit the
disclosure of any such information (i) to the extent required by statute, rule,
regulation or judicial process, (ii) to counsel for the Agent or any Lender on a
confidential basis, (iii) to examiners, auditors or accountants on a
confidential basis, (iv) in connection with any litigation to which the Agent or
any Lender is a party or (v) to any assignee or participant (or prospective
assignee or participant) or party to a Securitization so long as such assignee
or participant or party (or prospective assignee or participant) first agrees,
in writing, to be bound by confidentiality provisions similar in substance to
this Section 12.20. The Agent and each Lender agrees that, upon receipt of a
request or identification of the requirement for disclosure pursuant to clause
(iv) hereof, it will make reasonable efforts to keep the Loan Parties informed
of such request or identification; provided that each Loan Party acknowledges
that the Agent and each Lender may make disclosure as required or requested by
any Governmental Authority or representative thereof and that the Agent and each
Lender may be subject to review by or other regulatory agencies and may be
required to provide to, or otherwise make available for review by, the
representatives of such parties or agencies any such non-public information.

                  Section 12.21 Integration. This Agreement, together with the
other Loan Documents, reflects the entire understanding of the parties with
respect to the transactions

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<PAGE>

contemplated hereby and shall not be contradicted or qualified by any other
agreement, oral or written, before the date hereof.

                  Section 12.22 Replacement of Lenders. If any Lender, the Agent
or the L/C Issuer requests compensation under Section 4.05, or if the Borrowers
are required to pay any additional amount to any Lender, the Agent or the L/C
Issuer or any Governmental Authority for the account of any Lender pursuant to
Section 2.08, or if any Lender defaults in its obligation to fund Revolving A
Loans hereunder, then the Borrowers may, at their sole expense and effort, upon
notice by the Administrative Borrower to such Lender, such Agent or the L/C
Issuer, as applicable, and the Agent, require such Lender, the Agent or L/C
Issuer, as applicable, to assign and delegate without recourse (in accordance
with and subject to the restrictions contained in Section 12.07) all its
interests, rights and obligations under this Agreement to an assignee that shall
assume such obligations (which assignee may be another Lender if such Lender,
the Agent or the L/C Issuer accepts such assignment, or any other Person);
provided that (i) the Borrowers shall have received the prior written consent of
the Agent, which consent shall not be unreasonably withheld, (ii) such Lender,
the Agent or the L/C Issuer shall have received payment of an amount equal to
the outstanding principal of its Loans and Pro Rata Share of Letter of Credit
Obligations, accrued interest thereon, accrued fees and all other amounts
payable to it hereunder, from the assignee (to the extent of such outstanding
principal and accrued interest and fees) or the Borrowers (in the case of all
other amounts), (iii) in the case of any such assignment resulting from a claim
for compensation under Section 4.05 or payments required to be made pursuant to
Section 2.08, such assignment will result in a reduction in such compensation or
payments, and (iv) such assignee shall be subject to Section 12.07.

                  Section 12.23 Dutch Parallel Debt. Solely for purposes of the
Loan Documents governed by the laws of The Netherlands:

                  (a)      Each of the Loan Parties hereby irrevocably and
unconditionally agrees to pay to the Collateral Agent an amount equal to the
aggregate amount of obligations payable by each such Loan Party in respect of
its Corresponding Obligations as they may exist from time to time (each
obligation undertaken by any Loan Party being referred to herein as "Parallel
Debt"). The Parallel Debt of each Loan Party will be payable in US Dollars.

                  (b)      The Parallel Debt of each Loan Party will become due
and payable (opeisbaar) as and when one or more of the Corresponding Obligations
of such Loan Party become due and payable under the Loan Documents.

                  (c)      Each of the Loan Parties hereby acknowledges that:

                           (i)      its Parallel Debt constitutes an
undertaking, obligation and liability of the relevant Loan Party to the
Collateral Agent which is separate and independent from, and without prejudice
to, the Corresponding Obligations; and

                           (ii)     its Parallel Debt represents the Collateral
Agent's own separate and independent claim (eigen en zelfstandige vordering) to
receive payment of such Parallel Debt from such Loan Party,

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<PAGE>

it being understood, in each case, that pursuant to this Section 12.23, the
amount which may become payable by any Loan Party as its Parallel Debt shall not
exceed the total of the amounts which are payable under the Corresponding
Obligations of such Loan Party.

                  (d)      For the avoidance of doubt, the parties confirm that
the claim of the Collateral Agent against any Loan Party in respect of its
Parallel Debt and the claims of any one or more of the Agent or the Lenders
against such Loan Party in respect of the Corresponding Obligations payable by
such Loan Party to the Agent or Lenders do not constitute common property
(gemeenschap) within the meaning of article 3:166 of the Netherlands Civil Code
and that the provisions relating to common property shall not apply to the
Corresponding Obligations. If, however, the claim of the Collateral Agent and
the claims of any one or more of the Agent and the Lenders constitute common
property and the provisions of common property are applicable, the parties agree
that this Section 12.23 shall constitute the administration agreement
(beheersregeling) within the meaning of article 3:168 of the Netherlands Civil
Code.

                  (e)      To the extent the Collateral Agent irrevocably
(onaantastbaar) receives any amount in payment of the Parallel Debt of any Loan
Party, the Collateral Agent shall distribute that amount among the Agent and the
Lenders in accordance with the other provisions of the Loan Documents. Upon
irrevocable receipt by the Collateral Agent of any amount so distributed to it
in payment of such Parallel Debt (a "Received Amount"), the Corresponding
Obligations of such Loan Party to the Agent and Lenders shall be reduced on the
date of receipt by the Collateral Agent by an amount equal to the Received
Amount in a manner as if the Deductible Amount were received as payment of the
Corresponding Obligations.

                  (f)      Solely for purposes of this Section 12.23, a
"Corresponding Obligation" means the Obligations.

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<PAGE>

                  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.

                                 BORROWERS:

                                 MILACRON INC.

                                 By: /s/    R. P. Lienesch
                                     -------------------------------------------
                                     Name:  R. P. Lienesch
                                     Title: Vice President - Finance and Chief
                                            Financial Officer

                                 CIMCOOL INDUSTRIAL PRODUCTS INC.

                                 By: /s/    R. P. Lienesch
                                     -------------------------------------------
                                     Name:  R. P. Lienesch
                                     Title: Treasurer

                                 D-M-E MANUFACTURING INC.

                                 By: /s/    R. P. Lienesch
                                     -------------------------------------------
                                     Name:  R. P. Lienesch
                                     Title: Treasurer

                                 D-M-E U.S.A. INC.

                                 By: /s/    R. P. Lienesch
                                     -------------------------------------------
                                     Name:  R. P. Lienesch
                                     Title: Treasurer

                                 MILACRON INDUSTRIAL PRODUCTS, INC.

                                 By: /s/    R. P. Lienesch
                                     -------------------------------------------
                                     Name:  R. P. Lienesch
                                     Title: Treasurer

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<PAGE>

                                 MILACRON MARKETING COMPANY

                                 By: /s/    R. P. Lienesch
                                     -------------------------------------------
                                     Name:  R. P. Lienesch
                                     Title: Treasurer

                                 MILACRON PLASTICS TECHNOLOGIES
                                 GROUP INC.

                                 By: /s/    R. P. Lienesch
                                     -------------------------------------------
                                     Name:  R. P. Lienesch
                                     Title: Treasurer

                                 NICKERSON MACHINERY CHICAGO, INC.

                                 By: /s/    R. P. Lienesch
                                     -------------------------------------------
                                     Name:  R. P. Lienesch
                                     Title: Treasurer

                                 NORTHERN SUPPLY COMPANY, INC.

                                 By: /s/    R. P. Lienesch
                                     -------------------------------------------
                                     Name:  R. P. Lienesch
                                     Title: Treasurer

                                 OAK INTERNATIONAL INC.

                                 By: /s/    R. P. Lienesch
                                     -------------------------------------------
                                     Name:  R. P. Lienesch
                                     Title: Treasurer

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<PAGE>

                                 PLIERS INTERNATIONAL, INC.

                                 By: /s/    R. P. Lienesch
                                     -------------------------------------------
                                     Name:  R. P. Lienesch
                                     Title: Treasurer

                                 UNILOY MILACRON INC.

                                 By: /s/    R. P. Lienesch
                                     -------------------------------------------
                                     Name:  R. P. Lienesch
                                     Title: Treasurer

                                 UNILOY MILACRON U.S.A. INC.

                                 By: /s/    R. P. Lienesch
                                     -------------------------------------------
                                     Name:  R. P. Lienesch
                                     Title: Treasurer

                                 GUARANTORS:

                                 D-M-E COMPANY

                                 By: /s/    R. P. Lienesch
                                     -------------------------------------------
                                     Name:  R. P. Lienesch
                                     Title: Vice President

                                 MILACRON CAPITAL HOLDINGS B.V.

                                 By: /s/    Gerard van Deventer
                                     -------------------------------------------
                                     Name:  Gerard van Deventer
                                     Title: Managing Director

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<PAGE>

                                 MILACRON INTERNATIONAL
                                 MARKETING COMPANY

                                 By: /s/    R. P. Lienesch
                                     -------------------------------------------
                                     Name:  R. P. Lienesch
                                     Title: Treasurer and Assistant Secretary

                                 MILACRON RESIN ABRASIVES INC.

                                 By: /s/    R.D. Brown
                                     -------------------------------------------
                                     Name:  R.D. Brown
                                     Title: Treasure and Assistant Secretary

                                 ADMINISTRATIVE AGENT, COLLATERAL
                                 AGENT AND LENDER:

                                 CREDIT SUISSE FIRST BOSTON, ACTING
                                 THROUGH ITS CAYMAN ISLANDS BRANCH

                                 By: /s/    S. William Fox
                                     -------------------------------------------
                                     Name:  S. William Fox
                                     Title: Director

                                 By: /s/    David J. Dodd
                                     -------------------------------------------
                                     Name:  David J. Dodd
                                     Title: Associate

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